Federal Communications Commission

Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Entercom Communications and CBS Radio
Seek Approval to Transfer Control of and
Assign FCC Authorizations and Licenses

MBDocketNo. 17-85

Subsidiaries of CBS Corporation
(Transferors)
and
Shareholders of Entercom Communications
Corporation (Transferees)

BTCH-20 1703 2OAAV
BTC-20170320AAZ, et al.,
BTCH-20 1703 2OACR
BTCH-20 1 70320AEV
BTCH-20 1703 2OAFU
BTC-20 1703 2OAGG
BTCH-20 1703 2OAGZ
BTCH-20170320AHB, et al.,
BTCH-20 1703 2OACM
BTCH-20170320ACT, et al.,
BTCH-20 1 70320AFS
BTCH-20170320AFV, et al.,
BTC-20170320AGE, et al.,
BTCH-20170320AGP
BTCH-20170320ACS
BTC-20170320ACV, et al.,
BTC-20170320AF1, et al.,
BTCH-20 1703 2OAFT
BTC-20 1703 2OAGD
BTC-20170320AG0
BTCH-20 1703 2OAHA
BTCH-20 1703 2OAHD

For Consent to Transfers of Control

Joseph M. Field (Transferor)
and
Shareholders of Entercom Communications
Corporation (Transferees)
For Consent to Transfers of Control

Subsidiaries of CBS Corporation
(Assignors)
and
The Entercom Divestiture Trust
(Assignee)
For Consent to Assignment of Licenses

BTCH-20170320AHE, et al.,
BTCH-20 1703 2OAAW
BTC-20170320AGQ, et al.,
BTCH-20170320AAX, et al.,
BTC-20170320AAR, eta!.,
BTC-20170320AGH, et a!.,
BTC-20170320AFX, et a!.,
BTCH-20170320ACN, et a!.,
BTC-20170320AEW, et a!.,

BALH-20170320AMP, et a!.,
BALH-20 1703 2OAMR,
BALH-20 1703 2OAMT,
BALH-20170320ANE, et al.

FCC 18-84

	

FCC 18-84

Federal Communications Commission

BALH-20170320ALF, et al.,
BALH-20 1703 2OALH,
BALH-20170320ALJ, et al

Subsidiaries of Entercom Communications
Corporation
(Assignors)
and
The Entercom Divestiture Trust
(Assignee)
For Consent to Assignment of Licenses

MEMORANDUM OPINION AND ORDER
Released: June 26, 2018

Adopted: June 26, 2018
By the Commission:

	We have before us 1.
Edward R. Stoltz, II's (Stolz) and Deborah J. Naiman's (Naiman)
(collectively, Petitioners) December 11, 2Ol7joint Application for Review (AFR)1 of the Media Bureau's
(Bureau) denial of Petitioners' separate Petitions to Deny the captioned transfer of control and assignment
applications, as amended (Merger Applications and Divestiture Applications), filed by Entercom
Communications Corp. (Entercom), CBS Corporation (CBS), and CBS's wholly-owned subsidiary CBS
Radio, Inc. (CBSR).2 For the reasons set forth below, we dismiss in part and otherwise deny the AFR.
On March 20, 2017, Entercom, CBS, and CBSR filed the Merger and Divestiture
2.
Applications, pursuant to which they sought to transfer control of the CBSR radio stations to Entercom.
Stolz and Naiman each filed a timely Petition to Deny those Applications,3 and Stolz subsequently filed
three Supplements to his Petition. In the Order, the Bureau rejected the arguments raised in the Petitions
and Supplements, denied the Petitions, and granted the Merger and Divestiture Applications subject to
certain conditions pertinent to ensuring that the transaction complied with the Commission's local radio
ownership rules.4
On review, Petitioners contend that the Bureau erred by not designating the Merger and
3.
Divestiture Applications for evidentiary hearing because CBS had allegedly engaged in "intentional news
distortion" at its television stations.5 Although CBS's television stations were not part of the transaction,
Petitioners contend that their news distortion claim calls into question CBS's basic character
qualifications to hold any Commission license.6
In its Opposition, Entercom maintains that the AFR fails to demonstrate any legal or
4.
factual error warranting reversal of the Order. Entercom argues that Petitioners simply reiterate
I On December 28, 2017, Entercom filed an Opposition to the AFR (Opposition), to which Stolz and Naiman filed a
Reply on January 2, 2018.
2See Entercom Communications and CBS Radio See/c Approval to Transfer Control andAssign FCCAuthorizations
and Licenses to Subsidiaries of CBS Corporation (Transferors) and Shareholders of Entercom Communications
Corporation (Transferee), Memorandum Opinion and Order, 32 FCC Red 9380 (2017) (Order). The Order
contains a complete description of the transaction, which will not be reiterated here. See Order, 32 FCC Red at

9382-82, paras. 2-3.
Stolz challenged the Merger and Divestiture Applications in the Sacramento and San Francisco markets; Naiman
challenged only those in the Sacramento market.
447 CFR §73.3555. See Order, 32 FCC Red at 9385-86, paras. 15-17 and 9388, para. 26.
The Commission has used the term "news distortion" to refer to programming that "deliberately distort{s] or
slant[s] the news." Complaints Covering CBS Program "Hunger in America" 20 FCC 2d 143, 150 (1969).

6 AFR at 4, 7-9 (citing, as an example of their claim, a CBS television Evening News broadcast).
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Federal Communications Commission

FCC 18-84

arguments made to the Bureau without demonstrating error in the Bureau's resolution of the issues.7 In
their Reply, Petitioners claim that they did indeed adequately explain the Bureau's error in failing to find
that CBS lacked basic character qualifications to be a licensee.8
We conclude that the Bureau actions granting the Merger and Divestiture Applications
5.
were proper. Stolz notably does not allege that the purported improper actions occurred at a CBSR radio
station subject to the transaction. Rather, he asserts that his unadjudicated, unsubstantiated, and
conclusory news distortion claim against CBS's television stations presents sufficient circumstances to
investigate CBSR's qualifications to be a Commission licensee. We disagree. Under established
Commission policy, there is "no presumption that misconduct at one station is necessarily predictive of
the operation of the other stations."9 And nothing in Stoltz' s claims of news distortion at CBS television
stations identifies any facts that raise questions about CBS's qualifications to hold the radio station
licenses that are the subject of the proposed transfer of control to Entercom.1°
Petitioners also reference, but do not specifically reargue, claims they made below
6.
regarding other Entercom applications that have been separately resolved by the Commission. These
claims relate to the license renewal applications of former Sacramento station KDND(FM)1' and
Entercom's five other Sacramento stations.12 Petitioners acknowledge that these claims have been
resolved adversely against them in those other proceedings and that Stolz has sought reconsideration as to
each issue.13 However, Petitioners do not identify the Bureau's claimed errors with any specificity or
Entercom Opposition at 1-2.
Reply at 2-3.
9Policy Regarding Character Qualifications in Broadcast Licensing, Order and Policy Statement, 102 FCC 2d
1179, 1223 (1986) (subsequent history omitted) (Character Policy Statement). When considering whether

allegations of misconduct at one station should restrict the transferability of commonly owned stations, the
Commission considers whether the "behavior [is] so fundamental to a licensee's operation that it is relevant to its
qualifications to hold any station license." Id. Conduct that "shocks the conscience and evoke[s] almost universal
disapprobation" pertains in a different context (whether certain non-FCC misconduct is cognizable for character
qualification), Character Policy Statement, 102 FCC 2d at 1205 & n.60, distinct from the analysis of whether
conduct at one station is relevant to a licensee's qualifications to hold other station licenses, see Order, 32 FCC Rcd
at 9386, para. 17 & n.49 (applying the 'behavior fundamental to a licensee's operation' standard in the latter
context).
'° The cases Petitioners cite in support of their position that consideration should be given to conduct outside the
stations at issue does not involve news distortion and provides no support for Petitioners' claims here. Specifically,
in Contemporary Media, Inc., the licensee's principal was a felon convicted of multiple counts of child molestation;
in the instant matter there is no criminal charge, let alone a conviction. See Contemporary Media, Inc., Decision, 13
FCC Rcd 14437 (1998), recon. denied, Order, 14 FCC Red 8790 (1999), 214 F.3d 187 (D.C. Cir. 2000), cert.
denied, 532 U.S. 920, 121 S.Ct. 1355 (2001). Unadjudicated non-FCC misconduct, such as the criminal
wrongdoing alleged by Stolz, AFR 8-9, is not relevant to a licensee's character qualifications unless it "shock[s] the
conscience." Character Policy Statement, 102 FCC 2d at 1205 & n.60. Stolz has not provided any evidence to
support his allegations that CBS violated 18 USC § 241, 245(b), 351, and 1505, nor has he asserted that there is
any administrative or judicial proceeding pending regarding the alleged wrongdoing. We therefore have no basis to
conclude that these unadjudicated allegations warrant designation of the CBS television stations for a hearing.
Finally, we find that the language from Red Lion, quoted in the AFR, has no relevance to this proceeding. Red Lion
Broadcasting Co., Inc. v. FCC, 395 U.S. 379, 389-90 (1969).
For clarity and simplicity, former station KDND, identified in the Commission's broadcasting database as
DKDND, will be referred to as KDND.
'2Dennis I Kelly, Esq., etc., Letter, 32 FCC Red 6880 (MB 2017), pet. for recon. dismissed, Letter, 1 800B3-ATS
(Nov. 21, 2017), app. for review pending; Entercom License, LLC, Memorandum Opinion and Order, 32 FCC Red
7149 (2017), recon. dismissed in part and denied in part, Order, DA 18-472 (OGC May 8, 2018), app. for review
pending (KDND License Renewal MO&O).

13 AFR at 12. The Commission has rejected each of these claims in those proceedings. Entercom License, LLC,
supra n. 12; Entercom Sacramento License, LLC, Applications for Renewal of Licenses, Memorandum Opinion and
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FCC 18-84

support their request for relief with any analysis of the facts or law.14 Instead, they merely list these
issues in an appendix. Section 1.115 of the Commission's rules requires that an application for review
"specif' with particularity" the grounds on which Commission review is warranted.'5 Petitioners failed to
meet this burden; we therefore dismiss these claims.'6
For the reasons set forth above, we find the Bureau correctly concluded that there are no
7.
substantial and material questions of fact regarding the license transfer and assignment applications, and
we uphold its decision.
Accordingly, IT IS ORDERED that, pursuant to Section 5(c)(5) of the Communications
8.
Act of 1934, as amended,'7 and Sections 1.115(b) and (g) of the Rules,'8 the December 11,2017,
Application for Review filed by Edward R. Stolz II and Deborah J. Naiman IS DISMISSED to the extent
described in paragraph 6 herein and otherwise IS DENIED.
FEDERAL COMMUNICATIONS COMMISSION

Marlene H. Dortch
Secretary

(Continued from previous page)
Order, FCC 18-83 (June 26,2018), review denied. Stolz provides no reasoned basis for the Commission to
reconsider here its conclusions in those proceedings.
14 Petitioners state that "[t]he issues are being repeated [in the AFR] to keep them alive in the event that Petitioners
herein seek judicial review of the FCC final order in this matter." Id
' 47 CFR § 1.1 15(b)(2); see Application of Red Hot Radio, Inc., 19 FCC Rcd 6737, 6745 (2004) ("Our rules do not
allow for a 'kitchen sink' approach to an application for review, rather the burden is on the Applicant to set forth
fully its argument and all underlying relevant facts in the application for review.") (citing 47 CFR § 1.11 5(b)(2)(i)).

16 To the extent Stólz's reply to Entercom's opposition discusses an issue listed in the appendix to the AFR, that
discussion is outside the scope of the opposition and is therefore procedurally defective. 47 CFR § 1.115(d)
("replies to oppositions shall be limited to matters raised in the opposition.").
17 47 U.S.C. § 155(c)(5).
'847CFR 1.115(b)and(g).
4