Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTCCDT - 20100930AAL
Section I - General Information
1. Legal Name of the Licensee/Permittee
ATLANTA TELEVISION STATION WUPA INC.
Mailing Address
2175 K ST. NW
SUITE 350

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2024574518
E-Mail Address (if available)
RCBENEDICT@CBS.COM
FCC Registration Number:
0003474871
Call Sign
WUPA
Facility ID Number
6900
2. Contact Representative (if other than licensee/permittee)
JOHN D. POUTASSE, ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET, N.W.
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 - 1809
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
JPOUTASSE@LERMANSENTER.COM
3. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other
N/A (Fee Required)
4.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
Amendment to pending application
File number of pending application: -

If an amendment, submit as an Exhibit a listing, by Section and Question Number, of the portions of the pending application that are being revised.

[Exhibit 1]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
5.

Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
NAIRI, INC.
Mailing Address
846 UNIVERSITY AVENUE

City
NORWOOD
State or Country (if foreign address)
MA
Zip Code
02062 -
Telephone Number (include area code)
7814611600
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
JOHN D. POUTASSE, ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET, NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 - 1809
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
JPOUTASSE@LERMANSENTER.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations,, FM and/or TV booster stations.

Facility ID Number
Call Sign or Construction Permit File Number
City
State
6900 WUPA - ATLANTA GA


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No
See Explanation in
[Exhibit 8]
9. Auction Authorization. Assignor/transferor certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 9]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
THADDEUS P. JANKOWSKI
Typed or Printed Title of Person Signing
VICE PRESIDENT
Signature
Date
09/29/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Assignee/Transferee
NATIONAL AMUSEMENTS, INC.
Mailing Address
846 UNIVERSITY AVENUE

City
NORWOOD
State or Country (if foreign address)
MA
Zip Code
02062 -
Telephone Number (include area code)
7814611600
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
JOHN D. POUTASSE, ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET, NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 - 1809
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
JPOUTASSE@LERMANSENTER.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which assignee/transferee or any party to the application has an attributable interest. N/A

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/transferee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No

See Explanation in
[Exhibit 17]

10. Alien Ownership and Control. Assignee/Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 18]

11. Auction Authorization. Assignee/transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
THADDEUS P. JANKOWSKI
Typed or Printed Title of Person Signing
VICE PRESIDENT
Signature
Date
09/29/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 2
Description:
USE OF FCC FORM 316

THIS APPLICATION SEEKS FCC CONSENT TO THE PRO FORMA TRANSFER OF CONTROL OF THE LICENSEE IDENTIFIED IN RESPONSE TO SECTION 1, QUESTION 1 (LICENSEE) FROM NAIRI, INC. (NAIRI) TO NATIONAL AMUSEMENTS, INC. (NAI). LICENSEE IS AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CBS CORPORATION (CBS), WHICH IN TURN IS CONTROLLED BY A SINGLE MAJORITY VOTING SHAREHOLDER, NAIRI. NAIRI IS A WHOLLY-OWNED SUBSIDIARY OF NAI. BECAUSE NAI CURRENTLY CONTROLS LICENSEE BY VIRTUE OF ITS OWNERSHIP OF 100% OF THE STOCK OF NAIRI, AND NAI, DIRECTLY OR TOGETHER WITH A NEWLY FORMED WHOLLY-OWNED SUBSIDIARY, WILL CONTINUE TO CONTROL CBS AND THEREFORE LICENSEE, CONSUMMATION OF THE PROPOSED TRANSACTION WILL NOT RESULT IN A SUBSTANTIAL CHANGE IN THE OWNERSHIP OR CONTROL OF THE LICENSEE. INDEED, THE PROPOSED TRANSACTION WILL NOT RESULT IN ANY CHANGE IN THE OWNERSHIP OF NAI OR IN THE ULTIMATE BENEFICIAL OWNERSHIP OF THE LICENSEE. ACCORDINGLY, THIS APPLICATION IS PROPERLY FILED ON FCC FORM 316.

Attachment 2


Exhibit 5
Description:
AGREEMENT FOR THE TRANSFER OF CONTROL OF LICENSEE

THIS APPLICATION SEEKS FCC CONSENT TO A PRO FORMA REORGANIZATION. THE TRANSACTION WILL BE CONSUMMATED PURSUANT TO BOARD RESOLUTIONS, WHICH HAVE NOT YET BEEN ADOPTED. THE ORAL UNDERSTANDING BETWEEN THE PARTIES IS DESCRIBED IN EXHIBIT 10.

Attachment 5


Exhibit 7
Description:
CHARACTER ISSUES

CHARACTER RELATED ALLEGATIONS HAVE BEEN RAISED IN A PETITION TO DENY FILED ON SEPTEMBER 1, 2004 BY RIGHT TO DECENCY, INC. AND AMERICAN DECENCY ASSOCIATION AGAINST THE APPLICATION FOR RENEWAL OF LICENSE FOR STATION WKRK-FM, DETROIT, MICHIGAN, FCC FILE NO. BRH-20040601BHZ. LICENSEE AND THE LICENSEE OF WKRK-FM (NOW STATION WXYT-FM) ARE COMMONLY OWNED. THE PETITIONERS SUGGEST THAT THE LICENSEE OF WKRK-FM (NOW STATION WXYT-FM) LACKS THE BASIC CHARACTER QUALIFICATIONS TO BE A COMMISSION LICENSEE BECAUSE OF ALLEGED VIOLATIONS OF THE COMMISSION'S RULE ON THE BROADCAST OF INDECENT MATERIAL.

ON NOVEMBER 23, 2004, THE FCC APPROVED A CONSENT DECREE ENTERED BY VIACOM INC. (NKA CBS CORPORATION) (FOR PURPOSES OF THIS EXHIBT, VIACOM), THEN THE ULTIMATE OWNER OF LICENSEE AND WKRK-FM, WHICH RESOLVED ALL ALLEGATIONS THAT VIACOM AND ITS LICENSEE SUBSIDIARIES HAD VIOLATED THE BROADCAST INDECENCY LAWS WITH RESPECT TO ANY MATERIAL BROADCAST BEFORE THAT DATE, WITH THE EXCEPTION OF THE CBS TELEVISION NETWORK'S COVERAGE OF THE SUPER BOWL HALF-TIME SHOW ON FEBRUARY 1, 2004. IN ITS ORDER APPROVING THE CONSENT DECREE, THE COMMISSION STATED THAT THERE ARE NO SUBSTANTIAL AND MATERIAL QUESTIONS OF FACT IN REGARD TO THESE MATTERS AS TO WHETHER VIACOM POSSESSES THE BASIC QUALIFICATIONS, INCLUDING ITS CHARACTER QUALIFICATIONS, TO HOLD OR OBTAIN ANY FCC LICENSES OR AUTHORIZATIONS. IN THE MATTER OF VIACOM INC., ET AL., 19 FCC RCD 23100 (2004), RECON. DENIED, 39 CR 896 (2006).

Attachment 7


Exhibit 11
Description:
AGREEMENT FOR THE TRANSFER OF CONTROL OF LICENSEE

THIS APPLICATION SEEKS FCC CONSENT TO A PRO FORMA REORGANIZATION. THE TRANSACTION WILL BE CONSUMMATED PURSUANT TO BOARD RESOLUTIONS, WHICH HAVE NOT YET BEEN ADOPTED. THE ORAL UNDERSTANDING BETWEEN THE PARTIES IS DESCRIBED IN EXHIBIT 10.

Attachment 11


Exhibit 12
Description:
DESCRIPTION OF THE TRANSACTION

THE LICENSEE IDENTIFIED IN RESPONSE TO SECTION 1, QUESTION 1 (LICENSEE) IS AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CBS CORPORATION (CBS). CBS IS CONTROLLED BY A SINGLE MAJORITY VOTING SHAREHOLDER, NAIRI, INC. (NAIRI), WHICH OWNS APPROXIMATELY 79% OF THE VOTING STOCK CBS. NAIRI IS A WHOLLY-OWNED SUBSIDIARY OF NATIONAL AMUSEMENTS, INC. (NAI), WHICH IN TURN IS CONTROLLED BY SUMNER M. REDSTONE THROUGH THE SUMNER M. REDSTONE NATIONAL AMUSEMENTS TRUST U/D/T DATED 6/28/02, WHICH OWNS APPROXIMATELY 80% OF THE VOTING INTEREST OF NAI. IN CONNECTION WITH AN INTERNAL REORGANIZATION OF NAI AND CERTAIN OF ITS SUBSIDIARIES, NAIRI INTENDS TO TRANSFER ALL OF THE STOCK OF CBS HELD BY IT TO ITS PARENT, NAI. NAI, IN TURN, INTENDS TO TRANSFER A PORTION OF THAT STOCK TO A NEWLY CREATED WHOLLY-OWNED SUBSIDIARY, NAI ENTERTAINMENT HOLDINGS LLC (NAI ENTERTAINMENT). NO OTHER CHANGES IN INTEREST ARE PROPOSED HEREIN. SPECIFICALLY, UPON THE CONSUMMATION OF THE PROPOSED TRANSACTION, LICENSEE WILL REMAIN AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CBS, AND NAI WILL CONTINUE TO CONTROL, DIRECTLY OR TOGETHER WITH NAI ENTERTAINMENT, A MAJORITY OF THE VOTING STOCK OF CBS. ORGANIZATIONAL CHARTS DEPICTING THE CURRENT AND PROPOSED OWNERSHIP STRUCTURE OF LICENSEE ARE ATTACHED HERETO.

Attachment 12
Description
Exhibit 10


Attachment 14
Description
Exhibit 12


Exhibit 16
Description:
CHARACTER ISSUES

CHARACTER RELATED ALLEGATIONS HAVE BEEN RAISED IN A PETITION TO DENY FILED ON SEPTEMBER 1, 2004 BY RIGHT TO DECENCY, INC. AND AMERICAN DECENCY ASSOCIATION AGAINST THE APPLICATION FOR RENEWAL OF LICENSE FOR STATION WKRK-FM, DETROIT, MICHIGAN, FCC FILE NO. BRH-20040601BHZ. LICENSEE AND THE LICENSEE OF WKRK-FM (NOW STATION WXYT-FM) ARE COMMONLY OWNED. THE PETITIONERS SUGGEST THAT THE LICENSEE OF WKRK-FM (NOW STATION WXYT-FM) LACKS THE BASIC CHARACTER QUALIFICATIONS TO BE A COMMISSION LICENSEE BECAUSE OF ALLEGED VIOLATIONS OF THE COMMISSION'S RULE ON THE BROADCAST OF INDECENT MATERIAL.

ON NOVEMBER 23, 2004, THE FCC APPROVED A CONSENT DECREE ENTERED BY VIACOM INC. (NKA CBS CORPORATION) (FOR PURPOSES OF THIS EXHIBT, VIACOM), THEN THE ULTIMATE OWNER OF LICENSEE AND WKRK-FM, WHICH RESOLVED ALL ALLEGATIONS THAT VIACOM AND ITS LICENSEE SUBSIDIARIES HAD VIOLATED THE BROADCAST INDECENCY LAWS WITH RESPECT TO ANY MATERIAL BROADCAST BEFORE THAT DATE, WITH THE EXCEPTION OF THE CBS TELEVISION NETWORK'S COVERAGE OF THE SUPER BOWL HALF-TIME SHOW ON FEBRUARY 1, 2004. IN ITS ORDER APPROVING THE CONSENT DECREE, THE COMMISSION STATED THAT THERE ARE NO SUBSTANTIAL AND MATERIAL QUESTIONS OF FACT IN REGARD TO THESE MATTERS AS TO WHETHER VIACOM POSSESSES THE BASIC QUALIFICATIONS, INCLUDING ITS CHARACTER QUALIFICATIONS, TO HOLD OR OBTAIN ANY FCC LICENSES OR AUTHORIZATIONS. IN THE MATTER OF VIACOM INC., ET AL., 19 FCC RCD 23100 (2004), RECON. DENIED, 39 CR 896 (2006).

Attachment 16