Monday, November 30, 2009

Vote For Sam Zell As "Jobs For Justice" "Scrooge Of The Year".

Vote For Sam Zell As "Jobs For Justice"
2009 "Scrooge Of The Year"

Each year, national Jobs with Justice gives an “award” to the greediest, most cold-hearted company or person of the year. Past winners of this dubious honor include: Wal-Mart, George W. Bush, and Goodyear Tire & Rubber. Jobs with Justice National is now accepting nominations for the 2009 “Scrooge of the Year” contest. We are collecting nominations this week and will start the election on December 7th.

Vote For Sam Zell As
The "Jobs For Justice"
2009 "Scrooge Of The Year".

Sam Zell purchased, and took the Tribune Company private in a heavily leveraged transaction for $8.2 billion that saddled the Tribune Co. with $13 billion in debt just as the bottom fell out of the advertising market.

Tribune Co. filed for Chapter 11 protection last December because it was struggling to manage the debt from the deal that made the Company a Sub-chapter S corporation owned by the employees to avoid taxes.
The employee "owners" did not have a seat on the board of directors, or any say in the running of the company, now in bankruptcy and ESOP shares valued at "0", zero, nadda.

To add insult to injury, after massive nationwide layoffs, wage freezes, and benefit cuts at Tribune's newspapers and TV stations in 2009, Sam asked the bankruptcy court to approve $70 million dollars in executive bonuses. Sam's Merry Christmas to his team of bosses is a big Bah Humbug to the rest of his employees.



Sunday, November 29, 2009

Law Protecting Workers From Retaliation Takes Effect

The New York Times

A law that increases penalties for companies that retaliate against employees who complain about labor-law violations takes effect this week, at a time when the state has stepped up enforcement of minimum-wage standards and other labor standards.

The law increases the minimum civil penalty for retaliation to $2,000 from $200 and the maximum penalty to $10,000 from $1,000. The new law also allows the state labor commissioner to award lost compensation to workers who have been victims of employer retaliation.

“Every worker in New York is afforded basic protections under state labor law -– minimum wage, meal breaks and the right to be paid in a timely manner,” Gov. David A. Paterson, who signed the law on Aug. 26, said in a statement. “Oftentimes, when workers are not afforded those rights, many are too apprehensive to come forward due to fear of retaliation by their employers. This law will persuade more workers to come forward, while at the same time ensuring that lawbreaking employers who do retaliate against workers will face stiff penalties.”

Retaliatory acts include firings, demotions, salary reductions and reassignments to less-desirable work shifts or work duties.

In January, the State Department of Labor said it had recovered $24.6 million in lost wages for more than 17,000 workers — the largest amount of collected and distributed monies in the department’s 100-year history.

But since 2007, there have been a number of troubling cases of employer retaliations, the Labor Department said, citing several examples: three Long Island restaurant workers dismissed for complaining about subminimum wages, a backstretch worker from the Saratoga race course denied a job he had been promised because of his role in a state investigation into the racing industry and a supermarket bagger fired after reporting that he had only been paid tips, not wages.

The Labor Department encouraged anyone with complaints of labor-law violations to call 1-888-52-LABOR.

Radio and “National Security”

According to the Wall Street Journal, Citadel/ABC hired a large firm on June 4th to deal with “restructuring” its debt, so this may be approaching more than hypothetical status…

Let’s say hypothetically that any one of the top 5 largest Radio Owners fails and files for Chapter 11 bankruptcy. What would happen next?

There are people who specialize in managing radio stations while the owners are in the bankruptcy process (or when a sole proprietor dies suddenly). Typically radio bankruptcies involve “mom and pop” local radio stations, not big conglomerates.

When a radio station folds, it often goes silent for a while and the FCC is notified and the license is transferred to the debtor in possession – but banks are not qualified to operate a radio station, so the FCC wants to know that someone who knows the FCC regulations is running the station.

To keep the FCC license from lapsing, the bankruptcy court hires someone to run the station until the license can be disposed of – which generally means little more than playing automated or satellite fed music for months. The objective is to spend as little money as possible until a new owner for a station is found, often times by auctioning off the assets.

But what would happen if an owner with 100 or more radio stations and 1,000s of employees closes its doors suddenly? This has serious national security implications (that’s not hyperbole).

As long as most of us have been alive, we’ve heard Emergency Broadcast System messages on Radio and TV doing tests to warn us in event of an “actual emergency”. EBS was renamed EAS a few years ago.

The basic principle of the EAS is that every radio, TV station, and Cable TV system are required to have an EAS decoder connected to their transmitter equipment. The EAS device is pre-configured to “listen” to one or more EAS Primary Entry Point (PEP) stations for national messages, and local relay stations (LP1 and LP2) - and if the appropriate signals are received, the EAS message takes over control of the radio, TV stations unilaterally. The station has no discretion in the matter on national messages. If you want to read more about EAS, here is the EAS Page at the FCC Website.

In June of 2007, there was an accidental activation of the real doomsday facility in the Chicago area – announcing that a White House spokesperson was about to address the country. [TV coverage and report here]

In this case, the LP1 station was WGN-AM (The owner of WGN is currently in bankruptcy, but WGN is their only radio station and the bankruptcy is proceeding in an orderly manner).

What if one or more of the really big radio owners fails? In order to protect the operations of the EAS, the failed company’s radio stations cannot be allowed to “go dark”, even temporarily – and must remain staffed 24 hrs/day with someone familiar with the EAS procedures and equipment (that’s an EAS requirement). Could this become the pretext for a government seizure of some radio stations in the interest of national security?

The EAS system is based on 34 PEP (Primary Entry Point) stations that feed every station in its area (typically an old 50 kw legacy AM station). The government is adding more PEPs so eventually there will be one in every state (but waiving the requirement that they have a fallout shelter). The AM PEPs being directional at night starting in 1986 also impairs their ability – PEPs can broadcast non-directional at night during an emergency if someone knows how to turn on the daytime settings at night… The brand new 50 kw station near Fargo, ND did exactly that during 2009’s Spring floods.

Here is the requirement to be a PEP, dating back to the 1960s and “duck and cover”…

Diesel backup generator with fuel sufficient for 30 days of continuous broadcasting without commercial power
Landline, satellite, and HF radio connectivity to FEMA OperationCenters
Special EAS Encoder/Decoders (ENDECs) with unique EAS codes
Generally located just outside of major city area for survivability
Fallout shelter, on-site food, and special lightning protection
Here is the list of PEPs as of 2001:

PEP Station Location Owner

KALL (AM) HERRIMAN UT Sports Capital Partners
WHB (AM) KANSAS CITY KS Union Broadcasting
KERR (AM) POLSON MT Anderson Broadcasting
KFYR (AM) MENEKEN ND Clear Channel
KOA PARKER CO Clear Channel
KTRH DAYTON TX Clear Channel
KTWO (AM) CASPER WY GAP Broadcasting
WABC (AM) New York Citadel/ABC
WBAL Baltimore Hearst
WBZ Boston CBS
WCCO Minneapolis/St Paul CBS
WHAM (AM) Rochester, NY Clear Channel
WLS (AM) Chicago Citadel/ABC
WLW (AM) Cincinatti Clear Chanel
WQDR FM Raleigh, NC Carolina Media Group
WSM Nashville Grand Ole Opry
WSTA ST THOMAS, VI Ottley Communications
WTAM (AM) Cleveland Clear Channel
WWL New Orleans Entercom
WYGM (former WQTM) CLERMONT FL Clear Channel

As more people began to watch Cable TV or satellite TV instead “over the air” TV, Cable TV and DirecTV systems were also brought under the control of EBS. If you’re watching HBO, you still need to know that a tornado warning has been issued or that North Korea has just launched a nuclear missile.

In addition to the 34 PEPs, each state has a local Network consisting of LP1 and LP2 stations that allow the Governor of a state to alert people in his/her state.

The EAS system is further being expanded as part of thing called IPAWS, which will enable FEMA to do things like have sign language video messages for those who are deaf.

I’m going to start adding an EAS logo to those stations that are PEPs or LPs so that in the event the EAS doesn’t function as intended some day, you may be able to find a stream carrying a nationwide alert should the unthinkable happen some day. Hopefully your internet service remains up.

Big Radio’s Owners

This collection of information was started in May 2009, and now covers most of the major radio station owners. The primary source of information is the FCC’s ownership reports, supplemented by information from the owner’s web site and other media reports.

License count are approximate AM and FM radio license counts – no LPFM or FM Translators are included. The numbers also do not include TV stations.

Defining what “Biggest” means in radio is something that has no single answer. Is it the most number of licenses? Presence in the largest number of major markets? Income? Profits? Employees? Ratings? To people in the radio business, this is a religious issue – and I’m not in the radio business.

For our purpose, “Biggest” means the largest number of Full power licensed stations. It’s not a very good measure, but it is something that can be directly determined from FCC records.

Most of the companies in this list have suffered huge losses from declines in the value of radio station licenses in the past 5 years. Any investment in a company that owns radio stations is highly speculative, and should not be done without advice and extensive research done by a trained professional.


To understand radio “Bigness”, you first need to understand what an LMA (Local Marketing Agreement) is. Back in the good old days of heavy regulation, an LMA was used to circumvent the intent of the FCC ownership limits.

The LMA is an agreement to Lease a radio station to another party without actually transferring the ownership of the license.

If a “Too big for the limits” owner wanted to take “control” of another station in the market, they would enter into an LMA with the current owner. The original license holder would retain the license and the legal responsibility for the station, but effectively the station would be run by the Big Company. The FCC eventually closed that loophole, so when the Big company controls another station via an LMA today, that station counts against their limits.

Since those limits are now much less restrictive and the LMA loophole was closed, the main use of the LMA today is for temporary control of a station while a sale is pending. The New Owner is given effective control of the station (programming, personnel, operations) while the FCC approves the transfer (or not), and the lawyers and bankers finish up the paperwork and transfer of assets.

LMAs are also used when the station owner doesn’t have the interest, ability or desire to continue to operate a station. The station owner turns over control of the station to a regional or national programmer (often a religious programmer like Salem or Moody Bible) and the station remains owned by the original owner – but effectively becomes part of the larger network. Generally this seems to be done for tax or estate planning reasons when the station’s owner has no children who want to carry on the family business.

A recent development in the use of an LMA is to technically comply with Section 310 of the FCC rules requiring radio stations to have no more than 20% non-citizen (United States citizen) ownership (or 25% of a radio holding company).

A company in Mexico recently “acquired” control of a major radio station in Los Angeles via a long term LMA agreement, where that company from Mexico will run the station – on paper, the station is still owned by an American Company, but for all practical purposes it was “sold”.

Commercial Radio Operators as of May 8, 2009

(Total # licenses = 14,311)

Owner #Licenses(approx)

Clear Channel 851

Aloha Station Trust
(Divested CC Stations) 42

GAP Broadcasting
(Former CC Stations) 116

Cumulus 327

Citadel 227

CBS Radio 136

Entercom 109

Cox Radio 85

Saga Radio 69

Cherry Creek 64

Communications 62

Univision (Spanish) 54

Radio One 51

Nassau 51

Three Eagles 50

Entravision 48

BiCoastal 49

NRG Media 44

Salem Broadcasting 44

Beasley Broadcasting 44

Communicaations 42

Disney 38

Forever 37

NextMedia 36

New Northwest 36

Broadcasting 35

Communications 34

6 Johnson Road
(Pamal) 34

Mapleton 34

Monterey 33

Backyward 30

Bonneville 29

Emmis 22

American General 22

Tags: EAS, EBS, National Security

Friday, November 27, 2009



FACT: Viacom owns CBS; General Electric owns NBC; Disney owns ABC; and News Corporation owns Fox Broadcasting Company.

ABC's corporate parent is the Walt Disney Company. Disney owns 10 television stations, 50 radio stations, ESPN, A&E, the History Channel, Discover magazine, Hyperion publishing, Touchstone Pictures, and Miramax Film Corp.

Viacom owns 39 television stations, 184 radio stations, The Movie Channel, BET, Nickelodeon, TV Land, MTV, VH1, Simon & Schuster publishing, Scribner, and Paramount Pictures.

General Electric owns 13 television stations, CNBC, MSNBC, and Bravo.

News Corp. owns 26 television stations, FX, Fox News Channel, TV Guide, the Weekly Standard, New York Post, DirecTV, the publisher HarperCollins, film production company Twentieth Century Fox and the social networking website MySpace.

FACT: Currently, six major companies control most of the media in our country.

The FCC could decide to relax media ownership rules, which would allow further consolidation and put decisions about what kinds of programming and news Americans receive in even fewer hands.

FACT: Since 1995, the number of companies owning commercial TV stations declined by 40 percent.

If the FCC votes to relax media ownership limits, it could further erode diversity of ownership at the local level and increase the influence of large media conglomerates. In 2003, the regulations restricting a broadcast company from owning stations that reach beyond 35% of American households were loosened to 39%.


FACT: Three media giants own all of the cable news networks.

Comcast and Time Warner serve 40 percent of cable households.

Many proponents of deregulation site the expanded numbers of cable stations to argue that media sources are more diverse than they once were. The reality is that -- while there may be more stations -- they are still controlled by a small number of media companies.

The Telecommunications Act of 1996 was, in part, meant to increase competition in the cable industry. The Act was heavily influenced by industry lobbyists and has had the opposite effect.


FACT: The Telecommunications Act of 1996 lifted ownership limits for radio stations, leading to incredible consolidation of radio station ownership.

One company alone, Clear Channel Inc., now owns nearly 1,200 radio stations across the country. Before the change, a company could not own more than 40 stations nationwide.

Several large stations owned by Clear Channel briefly banned the music of the Dixie Chicks because of their critical comments about President George W. Bush. Stations owned by Infinity have also banned certain musicians based on their political views.


FACT: Major corporations, including AOL Time Warner, the New York Times, CNN, ABC News and USA Today dominate the top Internet news sites.


FACT: The public owns the airwaves and the FCC grants licenses to broadcasters with the understanding they will serve the public interest.

To their corporate owners, media outlets do not exist to promote the public interest; they exist to make profits. But media companies don't manufacture widgets; they provide information. And information from diverse, competitive, and independent sources is vitally important to the health of a democracy.

FACT: The nation’s largest broadcast companies that will benefit from looser ownership standards have given more than $13.3 million in political contributions to federal candidates and national parties since 1995. These same media giants have spent more than $68 million lobbying Washington since 1999.

With their political clout, media giants have the ability to make their case heard at the FCC, the White House and Capitol Hill. The concerns of average citizens do not get the same attention from key policymakers.

FACT: The FCC is in the process of making important decisions that will have a significant impact on our democracy. This appointed body is doing so without distributing the proposed regulations for public review and without allowing for adequate public review and comment.

"It is the purpose of the First Amendment to preserve an uninhibited marketplace of ideas in which truth will ultimately prevail, rather than to countenance monopolization of that market, whether it be by the Government itself or a private licensee. It is the right of the public to receive suitable access to social, political, esthetic, moral, and other ideas and experiences which is crucial here. That right may not constitutionally be abridged either by Congress or by the FCC." --U.S. Supreme Court in the landmark 1969 case of Red Lion v. FCC

Station Consolidation, Shared Services Agreements (SSA), Local News Services (LNS), Hubbing of graphics and station master control on server farms, and studio control room automation have combined to create massive layoffs at TV stations across the country.

In New York, IATSE Local 1 Stagehands have lost about 100 network TV studio jobs this year. By the end of June 2010 WNYW and WWOR will have eliminated about 60 more IATSE Local 794 positions due to LNS, studio control room automation, and hubbing.

ABC has already eliminated the Robotic Camera Operator, Video Operator, Audio Mixer, Server/Tape Operator, Graphics Operator, Associate Director, Lighting Director, Technical Director, and Director from the news control rooms with automation, cutting the crew from 9 people to 1 person. This will be done at NBC by June 2010 and eventually at CBS and WPIX as well.

The use of LNS to pool all ENG efforts in markets across the country will allow TV stations to drastically reduce the number of news camera crews and truck operators they employ at the cost of severely limiting the range and diversity of the news stories broadcast by those participating stations.

This is a major public interest issue that needs to be addressed at the FCC, FTC and DOJ.

Bob D

Tribune Co.'s No Good, Very Bad Week

By Drew Grant

Sam Zell is not going to be having the greatest Thanksgiving this year: not only has The New York Times enlisted some of his former Tribune Company employees to write the paper's new Chicago edition, but the newspaper publisher's request for an extension on its exclusive right to file a reorganization plan to lift the company from Chapter 11 is a being challenged by the company's creditors, Editor & Publisher reports.

It's been almost a year since Tribune filed for bankruptcy and it wants to maintain control over its reorganization plan, which it has yet to file to the court for approval.

Two weeks ago, top execs at Tribune asked for an extension for the filing of the plan until May, with the promise that the fourth quarters are traditionally the strongest at the company's papers. Now some of Tribune's lenders are seeking to block Tribune's extension request and asking to see more evidence for their allegations that the company's 2007 going-private deal was a fraudulent conveyance.
After Tribune asked the courts for six more months to restructure the company last week, JPMorgan Chase (one of Tribune's holders) urged an investigation into the publisher's practices, saying: is time for the parties, who have been provided with more than enough information to permit them to decide how to proceed with regard to the transactions, to move forward without further delay. A four-month extension of debtors exclusive period to file a plan of reorganization will serve no purpose; an imminent termination of that period may spur movement.

Several other senior lenders are asking the courts to review the case and hand control of the process over to them, where those who have stake in the company could form a holding company over Tribune's assets and subsidiaries.

Wednesday, November 25, 2009

Tribune lenders propose competing plan of reorganization

By Chelsea Emery

(Reuters) - Debtholders of bankrupt Tribune Co (TRBCQ.PK) have asked a judge to deny the media company's request for more time to present a plan of reorganization so the lenders themselves can offer a plan, according to court filings.

Tribune Cos, owner of the Chicago Tribune and Los Angeles Times newspapers, have asked U.S. Bankruptcy Judge Kevin Carey to extend the time in which it can exclusively file a so-called Chapter 11 plan. But the Credit Agreement Lenders group, whose members hold about $4.4 billion in debt, have objected.

The group's plan includes a reorganization of subsidiary debtors, or the entities that operate Tribune Co's various businesses, in which all known claims would be paid in full or unimpaired, with the exception of the claims held by the Credit Agreement Lenders members. Instead, the group would accept a combination of debt and equity, according to court documents.

"The motion should be denied so that the Credit Agreement Lenders themselves have the opportunity to proceed with a plan of reorganization that should win unanimous or near-unanimous acclaim and approval of the subsidiary debtor creditors," the group said in a Wilmington, Delaware, bankruptcy court filing dated November 24.

"We are reviewing the filing and will respond in due course," a Tribune Co spokeswoman said in an emailed statement.

The Credit Agreement Lenders include several Kohlberg Kravis Roberts & Co KKR.UL funds, a Goldman Sachs Group Inc fund and the Oregon Public Employees Retirement Fund.

A hearing on this and other matters is scheduled for December 1. Chicago-based Tribune Co, whose properties also include 23 local television stations, filed for Chapter 11 bankruptcy on December 8, hurt, in part, by a severe decline in advertising revenue and inability to make payments on about $13 billion in debt.

In 2007, the company had agreed to an $8.2 billion buyout led by real estate magnate Sam Zell.

The case is in Re: Tribune Company et al, U.S. Bankruptcy Court, District of Delaware, No. 08-13141.

(Reporting by Chelsea Emery, editing by Maureen Bavdek)

Organizations Ask FCC Not To Delay Date For Collecting Ownership Information

By John Eggerton

Delaying process of collecting more detailed information from station owners would hurt other parties, the public

A group of organizations, including ownership diversity fans Common Cause, Free Press, and United Church of Christ, have asked the FCC not to delay the Dec. 15 date for collecting more and more detailed ownership information from station owners.

Expanding reporting requirements were part of then acting FCC Comissioner Michael Copps' effort to tee up minority ownership reforms by collecting more and better data on just who owns what.

In a filing with the FCC Monday, the groups were opposing a motion for a stay filed last week by Fletcher, Heald & Hildreth which told the FCC the changes it made to the form earlier this year were an "unexpected revision...inappropriately adopted." They require more information, including social security numbers from anyone with an interest, attributable or not, in a broadcast property.

United Church of Christ et al. says wrong on both counts, and a few more as well.

They say the law firm is not a party to the proceeding and did not comply with the rules regarding filing stay motions. As for argument's merit about the revision being unexpected and that there could be irreparable harm from providing all those SS numbers, the groups said there wasn't any to either argument. "Their SSN's will at all times be protected from public disclosure," said the filing, and the FCC "published a general notice of its intent to revise the form 323 form," they said, and provided plenty of opportunity for comment.

The FCC did not specify those changes, but the groups said it didn't have to. The APA [Administrative Procedures Act] does not require the FCC to spell out that filers would need an FRN [FCC Registration Number] in the NPRM [Notice of Proposed Rulemaking], because it is either a logical outgrowth of the proposal or an internal FCC process exempt from public notice."

Delaying the process, the groups say, would "hurt" other parties and the public.

"Now that the FCC has a system designed to obtain accurate and complete data on minority and female ownership, it would be unconscionable to countenance any further delay," they say. "Moreover, the FCC, researchers, and the public need this information to fulfill the Commission’s obligations in the 2010 Quadrennial Review of the ownership rules."

Fletcher Heald has an ally in the Minority Media & Telecommunidations Council. While that group backs enhanced disclosure, it is not happy with requiring Social Security Numbers.

Big Tribune Creditors Seek Control Of Bankruptcy Case

By Michael Oneal

Holders of senior debt pursue the right to file a reorganization plan for the owner of the L.A. Times without further delay. The move could intensify a fight with junior creditors.

A large group of prominent investment firms sought to wrest control of the Tribune Co. bankruptcy case Tuesday in a move that threatens to intensify a pitched battle between senior and junior creditors.

In a filing Tuesday with the U.S. Bankruptcy Court in Delaware, the group asked Judge Kevin Carey to deny a request by Tribune management to extend its exclusive right to file a reorganization plan for the media company, which is the parent of the Los Angeles Times.

The group hopes to win its own right to propose a plan that would enhance senior creditor returns at the expense of the junior creditors.

Calling itself Credit Agreement Lenders, the group owns $4.4 billion of the $8.2 billion in loans Tribune Chairman Sam Zell used to take the company private in 2007.

It is composed of a large number of hedge funds and other investment firms, including such heavyweights as Angelo, Gordon & Co., Oaktree Capital Management, Goldman Sachs Group Inc. and Kohlberg Kravis Roberts & Co.

Absent from the group are big lenders to the Zell deal that also own the senior debt, including JPMorgan Chase & Co. and Merrill Lynch & Co. But JPMorgan, in filing its own objection Tuesday to management's request to extend exclusivity, signaled its support for the Credit Agreement group, saying that "it is time for the parties . . . to move forward without further delay."

The filings amount to a protest against Tribune's attempts to broker a deal between the senior creditors and a group of militant junior creditors led by Centerbridge Partners, another big distressed-bond investor. In late August, Centerbridge and other owners of $1.26 billion in junior bonds challenged a proposed reorganization plan that would swap debt for equity to recapitalize the company, arguing that the plan would give them a mere "sliver of equity" for their claims.

On Nov. 13, Tribune petitioned the court to extend until March its exclusive right to forge a reorganization plan, partly so it would have time to work a compromise between the increasingly combative creditor factions.

But in its objection to the Tribune filing Tuesday, Credit Agreement Lenders complained that the Centerbridge group was dragging its heels and threatening to send the case into "a litigation morass of monumental proportions." The senior group said that it had already proposed a plan to Tribune management but that the company hadn't acted on it. At the moment, the group complained, "there are no negotiations" and "no progress toward a consensual plan." Consequently, the group concluded, it should be allowed to propose its plan to the court directly.

Judge Carey will take up the matter at a hearing in Delaware on Dec. 1. Tribune declined to comment Tuesday.

Tribune Co. Control Of Bankruptcy Challenged

By Michael Oneal

In late August, Centerbridge and other owners of $1.26 billion in bankrupt Tribune Company's junior bonds, challenged a proposed reorganization plan that would swap debt for equity to recapitalize Tribune Co., arguing that the plan would give them a mere "sliver of equity" for their claims.

To gain leverage, they threatened to challenge the 2007 buyout as an instance of "fraudulent conveyance," a legal term meaning the deal was doomed from the start.

If they could prove it, the judge would invalidate the $8.6 billion in claims owned by the senior lenders, leaving plenty of value to pay off the junior claims.

In October they got some heartening news: A fraudulent conveyance case in Florida resulted in a $600 million judgment against a set of senior lenders, including several involved in the Tribune case.

Sources said the standoff is likely to focus the judge on a highly technical area of the law: Whether the junior creditors have legal standing to bring a fraudulent conveyance case in the first place.

The Centerbridge group, which is represented by its trustee, Law Debenture Trust Co., argued in its own filing Tuesday that Tribune Co. inappropriately used its subsidiaries to guarantee the leveraged-buyout debt, guarantees that form the basis of the lenders' seniority over the junior bondholders.

That put the subsidiaries at risk without giving them any value in return, since all money went to pay parent company shareholders, one basis for fraudulent conveyance.

The catch to this argument is that the junior creditors own notes issued by the parent company, not the subsidiaries, raising the issue of whether the Centerbridge group can legally claim it was harmed by something that happened at the subsidiary level.

The Credit Agreement Lenders signaled in their filing that they would challenge this point by proposing a plan that essentially ignores the junior creditors. They would reorganize the subsidiaries, including companies that own the Chicago Tribune, the Los Angeles Times, Tribune Co. TV stations and other assets, and form a new holding company owned by the senior creditors.

In doing so, they would pay off subsidiary trade creditors, buying their support. The old parent company and the junior creditors, meanwhile, would be left behind in court.

Sources said Law Debenture would likely argue that because the holding company's value derives from the subsidiaries, the junior creditors were, indeed, harmed by a possible fraudulent conveyance and should be able to bring a claim.

Monday, November 23, 2009

FCC keeps Hawaii TV dispute on restricted basis

The case of the three-television station shared services agreement in Honolulu has been challenged before the FCC on regulatory grounds in a restricted proceeding.

The FCC has decided to keep it that way, preventing it from becoming a matter for public debate, at least where the FCC itself is concerned.

The Shared Services Agreement in Honolulu brings together Raycom’s NBC KHNL-TV and MyNetworkTV KFVE-TV with MCG Capital’s CBS KGMB-TV. The two companies have since swapped the calls and programming of the MNT and CBS stations, leaving the programming of the two majors directly under Raycom, while MCG takes primary care of the MNT programming.

Among recent developments was the FCC treatment of a letter from Rep. Neil Abercrombie (D-HI). Abercrombie had written, “The merger cannot help but lead to the loss of editorial diversity and may violate FCC ownership rules. Three stations will be combining their news and editorial functions, which will lead to fewer perspectives in the news and fewer outlets for the public.”

The FCC told Abercrombie that any ex parte contributions to a restricted proceeding must be served on all appropriate parties and that the fact that this step was taken must be clearly indicated on the submission or its cover letter.

Attorney John Griffith Johnson Jr. of Paul, Hastings, Janofsky & Walker LLP has been resisting efforts by Media Council Hawaii, the original complainant to the FCC, to turn the matter into an ex parte permit-but-disclose proceeding so that public comment could be brought to bear on the matter.

Johnson said MCH failed to demonstrate a good reason for changing the status of the proceeding, arguing, "Nothing is to be gained by allowing this proceeding to be debased by converting it into a form of 'American Idol'-style of popularity contest, with the contesting parties each vying to fill the record with comments from the public and from elected representatives in favor of their respective positions on the merits and outcome.”

He said that since MCH is seeking license revocations, or a “death sentence,” for both television companies, the outcome should not in any way be influenced “by underinformed commentary and opinions from uninvolved third parties that have no relevance to the specific legal issues presented for decision.”

RBR-TVBR observation: The rules, as far as we know, allow a station licensee to farm out certain back room operations, to farm out advertising sales operations, and to farm out responsibility for up to 15% of the programming schedule. That amounts to just over three-and-a-half hours daily for a 24/7 station – plenty of time to produce a nice chunk of local news programming. Raycom has steadfastly maintained that the SSA in Honolulu is within the parameters of the rules.

The decision to keep the matter restricted means that the focus probably will be on the specific merits of this specific case.

If the FCC wants to change the rules, that is an entirely different type of proceeding, definitely the type in which stakeholders and the public will be invited to participate.

Here’s how we handicap the Honolulu situation: We think Raycom will win on the merits, but the whole publicity-generating issue may very well lead to intense scrutiny of television SSAs and a possible rule-making attempt as part of next year’s quadrennial review.

“The Great Recession and the Battle for Good Jobs in the Black Community.”

Dear Friend of the Institute:

As part of our fall 2009 series of Labor Breakfast Forums, we are pleased to announce a forum entitled
“The Great Recession and the Battle for Good Jobs in the Black Community.”

The event will be held on Friday, December 4, 2009, from 8:30 to 10:15 AM, at the Joseph S. Murphy Institute, 25 West 43rd Street, 18th Floor.

The speakers slated for this important discussion are: Steven C. Pitts, author of Job Quality and Black Workers-A Multi-City Report and labor policy specialist at the Center for Labor Research and Education, University of California, Berkeley; and David Jones, President and Chief Executive Officer of the Community Service Society of New York (CSS).

While some economists have begun to discuss the formal end of the Great Recession, most also recognize that the economy will likely enter a jobless recovery worse than those following the recessions of 1990 and 2001. This situation promises to have particularly damaging impact on the Black community which entered this recession with disproportionately high level of unemployment and low-wage work. Racially stratified labor markets existed prior to the Great Recession; economic growth policies which ignore this reality will simply reinforce these racial hierarchies.

What sort of legislative policies could help to remedy these problems?

What new forms of organizing within the black community are needed to wield greater power locally and nationally to improve the quality of jobs held by Black workers?

What role should organized labor and other allied movements play?

Steven Pitts and David Jones will engage these and other crucial questions in what promises to be a timely and important conversation.

Please be sure to RSVP to Eloiza Morales at 212-642-2029 or by Monday, November 30, 2009.

We look forward to seeing you.


Paula Finn, Associate Director
Editor, New Labor Forum

Rich Blint, Coordinator of Special Projects
Center for Labor, Community & Policy Studies

WPIX Names Bill Carey News Director

New York Veteran Joins The Station November 30th

NEW YORK, N.Y. - WPIX, Tribune Broadcasting's New York CW affiliate has named Bill Carey News Director.
This is a homecoming of sorts for Carey, a native New Yorker who held roles of significant responsibility in station management at WCBS and WABC during his award-winning broadcasting career. Carey will assume his new duties at PIX on November 30th.

Carey has more than 20 years of management experience in television news and a proven track-record of success. He comes to PIX after serving most recently as Station Manager and News Director for WQAD-TV, the ABC affiliate in Illinois owned by Local TV LLC, a Tribune Company partner that runs 17 television stations across the United States.
Prior to his position at WQAD, Carey founded Bill Carey Consulting in 2008 to work with cable, broadcast and internet clients including Cablevision in New York and New Jersey.

"Bill's expertise and experience will be a huge asset to PIX. I look forward to working with him and continuing to grow our presence in local news," said Betty Ellen Berlamino, PIX President and General Manager.

From 2004 to 2008, Carey served as Vice President and General Manager for WFTS-TV, the ABC Affiliate in Tampa. In that capacity, Carey led a staff of over 160 to ratings growth with national recognition for the station's investigative journalism and hurricane coverage. While in Florida, Carey served on the Board of Directors of the Florida Association of Broadcasters, regularly lobbying congressional leaders on behalf of broadcast industry issues. Carey was elected by his peers as Chairman of the group in 2007 and was invited to testify before the FCC about issues facing broadcasters.

Prior to his work at WFTS, Carey served as the top news executive at WXYZ-TV in Detroit, the flagship television station of the E.W. Scripps Company.From 1994 to 1999, Carey worked in leadership positions in his native New York, serving as News Director for WCBS-TV (1996 to 1999) and assistant news director (1994 to 1996). Under Carey's leadership, WCBS was recognized with numerous broadcast journalism awards including the prestigious George Foster Peabody award, Edward R. Murrow award, and several local Emmy awards."I'm honored to be selected. I watched Officer Joe and Captain Jack growing up in Maspeth, and always dreamed of pitching for the Mets. WPIX already feels like home and I'm eager to get to work," said Carey.

Prior to his tenure at WCBS, Carey held a series of station management roles at WBBM-TV the CBS O&O in Chicago and before that at WABC-TV in New York including senior producer, responsible for all news content at the station. He produced Eyewitness News at 6 and was the executive producer of Eyewitness News at 11, returning both of those newscasts to first place.

Carey has served as a Board of Director for the Suncoast Golf Classic, (the non-profit entity that raises funds for charities in conjunction with the annual PGA golf tournament), led the Jessica Marie Lunsford Foundation (a nationally recognized advocate for protecting children) to non-profit status in 2006, and served on its board until its mission was done in 2009. Carey is the proud recipient of the Martin Luther King Jr. Legacy award, for his work in and around the Tampa Bay community.

In 2002 he was selected and graduated from the FBI Citizens Academy, and has lectured local and national law enforcement on media relations.
Carey attended St. Francis Prep and is a 1979 graduate of Fordham University, with a B.A. in communications.

WPIX made its on-air debut on June 15, 1948 as New York's fifth television station and second independent outlet. It was also the second of three stations to start up in the New York market during 1948, one month after Newark-based independent WATV (channel 13, now WNET) and two months before ABC-owned WJZ-TV (channel 7, now WABC-TV)

Like its longtime sister station WGN-TV in Chicago (which first signed on two months earlier), WPIX's call letters come from the slogan of the newspaper that founded it—in this case, it was the New York Daily News, whose tag was "New York's Picture Newspaper". Both the paper and the station were owned by the Tribune Company. Then and now, WPIX's studios and offices are located in the News Building, at Second Avenue and East 42nd Street (alternatively called "11 WPIX Plaza") in Midtown Manhattan. In its earliest years, WPIX also had another studio (called "Studio Five") located at 110 Central Park South, where programs with a studio audience were produced.

Through the early 1990s, WPIX was operated separately from the other Tribune television and radio outlets through the News-owned license holder, WPIX, Incorporated, which in 1963 purchased New York radio station WBFM (101.9 MHz). The News soon changed that station's call letters to WPIX-FM, and in 1988, the station became WQCD. The two stations were separated from the Daily News in 1991, when British businessman Robert Maxwell bought the newspaper. Tribune retained WPIX and WQCD, and the radio station was sold to Emmis Communications in 1997 (it is now WRXP).
From the outset, WPIX featured programming that was standard among independents: old movies, syndicated reruns of network programs, public affairs programming, religious programs, and sports—specifically, the New York Yankees baseball team, whom WPIX carried from 1951 to 1998. At various points, WPIX also aired the New York (baseball) Giants, the New York Giants and New York Jets football teams, the NHL's New York Rangers, and local college basketball. But it was through its coverage of Yankees baseball that WPIX gained perhaps its greatest fame and identity.

To generations of New York children, channel 11 was also the home of memorable personalities. In 1955 Joe Bolton, an original WPIX staffer who had been a weather forecaster in the station's news department, donned a policeman's uniform and became "Officer Joe", hosting several programs based around Little Rascals and Three Stooges films, and later Popeye animated shorts. Another early WPIX personality, Jack McCarthy, also hosted Popeye and Dick Tracy cartoons as "Captain Jack" in the early 1960s, though he was better known to adults as the longtime host of channel 11's St. Patrick's Day Parade coverage, from 1949 to 1992.
WPIX aired a local version of Bozo the Clown (with Bill Britten in the role) from 1959 to 1964, and comic performer Chuck McCann also hosted a program at WPIX during the mid-1960s before moving to other entertainment work in Hollywood. The station also produced two other memorable children's shows: jazz singer Joya Sherrill hosted Time For Joya, which later became known as Joya's Fun School and aired during the late 1960s and early '70s; and the Magic Garden series, which ran on the station from 1972 to 1984.

From its early years through the 1960s, WPIX, like the other two major independents in New York—RKO General's WOR-TV (now WWOR-TV) and Metromedia's WNEW-TV (now WNYW)—struggled to acquire other programming.

By the mid 1970s, WPIX was the clear number-two independent station in the city, behind WNEW-TV. It identified on-air as 11 Alive from September 1977 to 1986, a slogan made popular by stations like Atlanta's WXIA-TV, who also started using 11Alive themselves from September 1976 and still do so today. In 1978, WPIX was launched on satellite and became a Superstation. In 1980, WPIX began 24 hour a day operations along with WOR-TV.

WPIX suffered from declining ratings in the late 1980s and early 1990s. During this time, now-Fox-owned WNYW and a resurgent WWOR, then owned by MCAUniversal, relegated WPIX to sixth place among New York's VHF stations. After long-time station president Leavitt Pope, who had been with WPIX since its inception, stepped down as general manager in 1989, his replacement Michael Eigner (who was transferred to WPIX from Los Angeles sister station KTLA) helped engineer slow turnaround that eventually resulted in WPIX becoming the leading independent station in the New York market. In 1994, the station became the exclusive home of the New York City Marathon, carrying the five-borough running event for the next five years.

In January 1995, WPIX became an affiliate of the WB Television Network. Through Tribune's ownership interest in the WB (initially 12.5 percent in 1995, and later expanded to 22 percent), channel 11 could have been referred to as the WB's "flagship" station—though this is a designation in name only. The Warner Bros. Television division of Time Warner was the majority owner of the WB, and programming was distributed from the WB's facilities in Los Angeles.

Initially, WPIX continued with its usual programming. But due to industry changes, the station shifted directions beginning in 1996. As WB network and syndicated daytime programming (such as Maury, Judge Mathis, and The Jerry Springer Show) became more prominent on channel 11's schedule, most of the station's local-interest programming began to disappear.

WPIX was once home to the St. Patrick's Day, National Puerto Rican Day and Columbus Day parades, and Macy's Independence Day fireworks program. Along with the New York City Marathon these events moved to WNBC-TV, and the Marathon and the Macy's show are now carried on the NBC network.

WPIX lost its over-the-air broadcast rights to the Yankees to WNYW following the 1998 baseball season, more a result of regional cable sports networks (in this case, the Madison Square Garden Network) gaining team broadcast rights, leaving broadcast stations with fewer games to air.
In 1999 the station replaced them with the New York Mets, which up until that point had spent their entire televised history with WOR/WWOR. Ironically, beginning in 2005, over-the-air Yankees broadcasts were aired by WWOR, which was as synonymous with the Mets as WPIX was with the Yankees.

In recent years, WPIX has revived The Yule Log, a special holiday program that combines Christmas music with a film loop of logs burning inside a fireplace. The film was made early in the holiday season of 1966 and shows a fire burning in the fireplace at New York's official mayoral residence, Gracie Mansion; it was done with the cooperation of then-Mayor John Lindsay. The Yule Log aired on Christmas Eve and/or Christmas morning, initially from 1966 until 1989, and viewer response brought it back in 2001. The revival of the Yule Log has proven to be just as popular, and several other Tribune-owned stations have carried the WPIX version, complete with its audio soundtrack, over the past several years. Channel 11 also airs a live broadcast of the Midnight Mass, from St. Patrick's Cathedral, on Christmas Eve.

As children's programming began to fade from broadcast television, The WB dropped its morning cartoon block in 2000, leaving the time for local stations to carry their own programming. On June 5 of that year, WPIX launched the WB 11 Morning News (now PIX Morning News), which has grown to challenge the established network morning programs as well as its more direct competitor, WNYW's Good Day New York. The station continued to carry Saturday morning cartoons from Kids WB up to May 17, 2008 when it was bought by 4Kids Entertainment, but the afternoon cartoon block was discontinued on December 30, 2005.

On September 11, 2001, the transmitter facilities of WPIX as well as eight other New York City television stations and several radio stations were destroyed when two hijacked airplanes crashed into and destroyed the World Trade Center towers.

The station's lead engineer, Steve Jacobson, was among those who were lost in the tragedy. WPIX's satellite feed froze on the last video frame received from the WTC mast, an image of the Twin Towers burning (this was ironic, considering a long-running WPIX advertising campaign in the early 80s, in which a fictitious ad man repeatedly fails to understand that the Twin Towers would make a good logo for Channel 11); the image remained on the screen for much of the day until WPIX was able to set up alternate transmission facilities (the microwave relay for WPIX's satellite feed was also up there). Since then, WPIX has transmitted its signal from the Empire State Building

On January 24, 2006, The WB and UPN networks announced that they would merge into a new service, the CW Television Network, named for its corporate parents CBS (the parent company of UPN) and Warner Bros. Television. The new network signed a 10-year affiliation deal with most of Tribune's WB stations, including WPIX. Unlike in its relationship with the WB, Tribune does not have an ownership interest in the CW—meaning, once again, WPIX is the network's "flagship" station in name only.

In the summer of 2006, WPIX began the transition to the new CW by unveiling its new branding, CW 11, with on-air promos, on-screen program bugs, and an outdoor advertising campaign. WPIX was officially re-branded as CW 11 on September 17, 2006, the day before the CW launched. The rebranding began with the 10 p.m. newscast, which aired at the conclusion of The WB's final night of programming. Prior to the newscast, the station aired a video montage of past WPIX logos, starting with a 1948 test pattern and concluding with the official unveiling of the new CW 11 logo.

On April 2, 2007, Chicago-based investor Sam Zell announced plans to purchase the Tribune Company, with intentions to take the firm private. The deal was completed on December 20, 2007. Prior to the close of the sale, WPIX had been the only New York City commercial television station to have never been involved in an ownership transaction. Zell's leadership took the Tribune Company into it's current state of bankruptcy.

On April 26, 2008, WPIX began broadcasting its news in high-definition, becoming the fourth television station in New York City to do so.
On December 1, 2008, along with the revised circle 11 logo, WPIX's newscasts were also rebranded as PIX Morning News and PIX News at Ten. The PIX call letters are pronounced phonetically, similar to the word "picks".

WPIX launched a new early evening Newscast on September 14, 2009. The broadcast is called PIX News at 6:30 and airs seven nights a week. With the launch of the WPIX newscast all but one of the major New York area stations now air a nightly news program before 10 PM at least five days a week (WWOR, which airs their newscast weeknights at 11 PM and does not air weekend news, is the only one that doesn't).

Thursday, November 12, 2009

Dear Friends of the Murphy Institute,

Please help us to get the word out about the new Masters Degree in Labor Studies at CUNY, to co-workers, union leaders, activists, students, union staff, and others!

For January & Sept. 2010 enrollment, one more scheduled Fall Open House date:
Monday, Nov. 23rd. at 6pm

Refreshments served.

Please RSVP by calling the Murphy Institute:
(212) 827 - 0200

The Murphy Institute for Worker Education and Labor Studies is part of the School for Professional Studies and the Graduate School and University Center of the City University of New York
25 West 43rd Street, 19th Floor(betw. 5th & 6th Aves.)
New York, NY 10036-7406
Tel: 212.827.0200 Fax: 212.827.5955

Our September classes have generated a lot of excitement from the 37 new Labor Studies M.A. students, as they make new friends and get immersed in their classes.

Here is a comment from one student:

"For me this is a tremendous opportunity for those of us who are committed to the labor movement and the empowerment of all workers. I highly recommend this program which is developing the innovative labor leaders of today and tomorrow!" - Damon, Local 1199 staff

With exceptional faculty and lecturers, and CUNY's relatively modest tuition, this is certainly one of the finest Labor Studies Programs in the country.

We appreciate your help in publicizing the Masters in Labor Studies program.

In addition, if you can help arrange a meeting with your union's leadership or members, or any organization, please let us know.

Thank you.

Best regards,

Laurie Kellogg
Labor Studies Program Coordinator

About the M.A. in Labor Studies

· Students explore issues from many perspectives, including economics, sociology, history, political science, global studies and cultural analysis.

· The curriculum combines theory with practice and includes fieldwork opportunities.

· Graduates are prepared to work with unions as field representatives, organizers, researchers, educators, and communications specialists, among other staff and leadership positions. Others pursue careers in law, labor relations, human resources, and government.

· Earn a professional degree to enhance career opportunities in laborand related fields

· Develop a deeper understanding of work, workers and workers’organizations in a global society

· Become a more effective advocate for labor rights and social justiceAcquire new knowledge and sharpen analytical skills

· Study with world-class faculty and outstanding practitioners in the field

Join us at the Open House on Monday, November 23, 6pm to meet faculty, students, and staff.

See for yourself how the MA in Labor Studies at the CUNY Murphy Institute for Worker Education and Labor Studies will help you become a more effective organizer, negotiator, and advocate for the rights and needs of workers.

The Murphy Institute for Worker Education and Labor Studies is part of the School for Professional Studies and the Graduate School and University Center of the City University of New York
25 West 43rd Street, 19th Floor(betw. 5th & 6th Aves.)
New York, NY 10036-7406
Tel: 212.827.0200 Fax: 212.827.5955

FCC May Relax Media Ownership Limits

By Dirk Smillie

On the day after the Nov. 3 elections, television newscasts were focused on upset political victories in New Jersey and Virginia. Back in Washington, a different kind of politicking unfolded at the FCC, where television broadcasters argued for unprecedented rollbacks in ownership rules.

They did so as part of a "workshop"--the Obama FCC's new format for assembling policy scholars, industry bigwigs and regulators to hash out regulatory issues. The workshops are part of the FCC's quadrennial review to prepare for possible rule changes in 2010.

Last week's discussions buoyed the hopes of Susan Patrick, managing partner at media investment shop Patrick Communications.

A likely change, she says, is a lifting of rules that restrict common ownership of a daily newspaper and a TV or radio station.

"Newspapers are breathing their last breath," says Patrick, co-owner of 15 radio stations in Wyoming.

For broadcasters, a bigger change may be in the works: loosening station ownership rules.

The FCC allows an entity to own only two TV stations in the same market, based on complex demographic mandates. Changing these rules would boost small markets where only four or five television stations operate.

"These are places where many stations have abandoned news in favor of syndicated content. A small-market news operation can cost $300,000 a year," says Patrick, who didn't attend the workshop but closely followed it. "Those are the markets that need a broadcaster to be able to own more than two stations. You could own an ABC and a Fox, or an NBC and a CW. Economically you could spread costs and news functions across operations."

To erase any shadow of doubt, David Barrett, president of Hearst Television, put a fine point on the argument at the workshop. The ad recession is mostly permanent, not cyclical, and has wreaked financial devastation on local television stations.

Before the recession, the Boston TV market reeled in $500 million in revenue a year; this year, it's down to $300 million. Other industry reps described the hits real estate and consumer electronics advertising have taken. Car commercials, once the bread-and-butter advertising for local newscasts, have all but disappeared.

For local broadcasters to survive, Barrett suggested a twist on station ownership rules. Why not allow common ownership of multiple TV stations in a market on the condition that, collectively, they have no more than 30% of the audience?

Michael Copps, the only FCC commissioner to speak at the hearings, seems to be listening. Hardly a beloved figure among broadcasters, he's known as a merger bear, blasting broadcasters for chasing "elusive economies of scale" that "doomed so many companies over the past few years." Yet it could be Copps, of all people, who turns out to be broadcasters' savior.

Given the sad state of the ad marketplace, that wouldn't surprise Susan Patrick. "If any FCC is going to make rule changes like these," she says, "it'll be this one."

(Sadly, the unions that represent the employees of TV stations across the country were not present, or at least were silent. One wonders why there is no hue and cry? Are the people who've worked so hard for so long to create the programs, write, direct, shoot, edit, and broadcast the news, sports, and entertainment America has come to love going to go quietly away into history without a fight? Why? - BD)