9803004 Informal Interpretation

(redacted)

March 4, 1998

Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:Hart-Scott-Rodino Act treatment of acquisitions and divestitures of broadcasting properties by (redacted) and its parent (redacted)

Dear Joe :

The purpose of this letter is to request your concurrence in the continuation of a procedure under which acquisitions and divestitures by (redacted) have been reported under the Hart-Scott-Rodino Act (HSR) by (redacted) and its parent (redacted). This procedure is outlined in my letter to John Sipple dated February 18, 1993, a copy of which is enclosed.

As explained in my letter to John, (redacted) and its parent (redacted) have been wholly owned and controlled by the (redacted). The (redacted) is represented by each succeeding (redacted) advised by a group of counselors who are appointed by the (redacted) and the (redacted) and counselors are collectively referred to as (redacted).

(redacted) conducts all of the commercial radio and television broadcasting operations of the (redacted). For several reasons, the licenses to the broadcast properties owned by the (redacted) and operated by (redacted) are held in another entity. (redacted). The arrangement that we proposed back in 1993, and that John accepted, characterizes any reportable transfers of licenses and operating assets as being undertaken by (redacted) alone. My letter to John explains the details of how that is reflected on the HSR Act Notification and Report Form.

As part of a recent restructuring of (redacted) a newly-created trust (called the (redacted) has been created to hold all of the stock of (redacted). Each of the two new trusts is controlled by (redacted) which has the power to appoint and remove the trustees. Under this reorganization, the (redacted) exercises ultimate control over both (redacted) and (redacted) just as he did prior to the creation of the two new trusts.

Since this reorganization does not result in any change of control of either (redacted) we would propose to continue to adhere to the procedures outlined in my letter of February 1, 1993. Please let me know whether this is acceptable, and lease feel free to call me if you should have any questions about the reorganization.

Thanks very much for your help.

Sincerely yours,

(redacted)

cc: (redacted)