Shame On Us!!

There have been many occasions during my 30 year television career when I've been proud to be a member of the broadcasting community. Today is not one of those days.

When Georgian Olympic luger Nodar Kumaritashvili was killed in a horrific training accident, gruesome replays of the crash were broadcast worldwide by media outlets, exposing the family and friends of the fallen Olympian to images of the fatal crash over, and over, and over again.

Later, in an apparent effort at damage control, the IOC invoked its copyrights on the crash video and removed it from YouTube and several other Internet sites.

News agencies continue to play the horrific footage in their newscasts. On the "CBS Evening News," the video was shown three times —the last in slow motion. The "ABC World News Tonight" website continues to post the crash video. The "New York Daily News" website shows a still image of the fatal impact. The "NBC Vancouver 2010 Olympics official website" continues to offer a gruesome slide show of Nodar's death.

There is a distinction between the media's right and obligation to report the news and their need to obtain ratings to increase revenue and profits. When the news divisions at media companies went from public interest entities to profit centers, all efforts at propriety and compassion were pushed aside.

"If it bleeds it leads" became the the operating policy. Bill Paley must be spinning in his grave.

My heart goes out, not only to the family, friends, and teammates of this fallen Olympian, but to everyone whose personal tragedy will become a public spectacle to further the greed of our employers.

Bob Daraio

Broadcast Union News

__________

Robert,

You are absolutely right! I found the footage of the fallen Olympian to be in very bad taste. I consider myself to have a very strong stomach for gruesome footage, but I was so shocked and in disbelief that it was shown. There was no regard for the family, friends and fans. But yet there was a big stink about Janet Jackson's wardrobe malfunction. I don't get it. I still have the images in my head of the Olympian.

Angelique Fontaine-Berry

_________________

Hi Bob,

Very well put. I, amazingly, have managed to avoid all video of the horrific death of this young man. I first heard about it when en route home from the airport on Friday on NPR and I purposefully did not watch any news for the next day or so (I watch very little anyway, so no real loss). I was happy when Bob Costas announced they would not be playing it during Olympic coverage, but since it was all over every other media outlet, including all the NBC news outlets, the promise was a bit hollow.

I spoke to my an old friend that evening, who was at CBS that day, and despite the amount of graphic video she’s seen in her years she actually sounded shaken from the number of times she had to watch the feed. She mentioned the horrible slo-mo version in particular.

I have always had a problem working in news due to just this sort of event. I am happy to say I no longer do any news, though I surely support those that do in my role as a demo person for Avid.

The best I can do is to simply avoid televised news, but for an occasional watching of Brian Williams or The NewsHour, and continue to get my news from NPR. But is sickens me that the voyeurs among us not only wait for it on the news but watch it again & again via the internet.

Meantime, I hope life is treating you & Gayle well.

All the best to you both,

Mary

Union Values and the Test of Time

By Dave Johnson
http://www.ourfuture.org

A couple of weeks ago I bought a hat with "AFL-CIO" written on it. Inside the hat there is a label that reads, "Union Made in the USA." I was thinking about how unions wouldn't buy cheap hats made in China or by some non-union sweatshop even if it was in the US. They stick with their values.

There are many examples of unions sticking with their values. Union locals don't use non-union print shops - and you might notice that many candidates for office recognize this and use union printers to print their own campaign materials, because they know that union members look for this. Union members stick together when other workers are trying to bargain for wages, benefits, rights and respect.

People who work directly for unions get good wages and benefits. Union members generally show up and vote for candidates who support broad American values that say "we're in this together" rather than the conservative "you're on your own" philosophy.

This got me thinking about where we are with the economy, following the decrease of union membership and how-many-years of corporate/conservative domination of the "marketplace of ideas."

Decades of this "market" stuff has been driven into our heads, the media is entirely corporate and you just will not see or hear or read someone from labor talking about how joining a union benefits workers or how labor values are good for us. Everything we hear is entirely the conservative/corporate/Wall Street perspective now that we are protected from having to hear other opinions.

How has that worked out for all of us?

Let's look at some of the core values of America's labor movement, and see how these are standing up to the "stress test" our economy is undergoing.
First, the law. According to the National Labor Relations Board;

"Congress enacted the National Labor Relations Act ("NLRA") in 1935 to protect the rights of employees and employers, to encourage collective bargaining, and to curtail certain private sector labor and management practices, which can harm the general welfare of workers, businesses and the U.S. economy."

This statement reflects American values: Employees and employers, together. Protecting rights. Encouraging collective action: demcoracy. Promoting the general welfare of workers, businesses and the economy. This is a statement that says promoting democracy, justice and equality boosts all of us, helping us to prosper together.

Please take a moment to read Section 1 of The National Labor Relations Act (NLRA).

In summary it says that:

"Lack of bargaining power by workers against corporations leads to depressions (we call them recessions now) because of depressed purchasing power. It leads to strikes which disrupt commerce. Therefore it is the policy of the United States to encourage collective bargaining. "

If you have more time, read through some of the things this law says because you will be shocked at the extent to which our government now ignores its own laws, acting in a one-sided way allowing businesses to fire organizers and intimidate workers but doing so little for working people.

How has that worked out for us?

Take a look at the AFL-CIO mission statement:

"The mission of the AFL-CIO is to improve the lives of working families—to bring economic justice to the workplace and social justice to our nation."

This doesn't say they do this for AFL-CIO members only, it says they do this for all of us. How would sticking with values like these be working out for us?

Change To Win says they are;

"... a new movement of working people equipped to meet the challenges of the global economy and restore the American Dream in the 21st century: a paycheck that can support a family, affordable health care, a secure retirement and dignity on the job."

If only values like these were dominant in our economy today.
The SEIU says they are;

"... an organization of 2.2 million members united by the belief in the dignity and worth of workers and the services they provide and dedicated to improving the lives of workers and their families and creating a more just and humane society."

Wouldn't it be great if these were the dominant values that our economy operated under today?

Union values: To improve lives. Social justice. Dignity. Just and humane. Security. People in unions believe things like: Solidarity: Stick together. Protect jobs. We're in this together. Good wages and good benefits for any of us help all of us. And this means workers and businesses together.

Seriously, working people take pride in what they do, and like every else they want the organizations they are part of to succeed. In the case of businesses of course the interests of working people are that their companies do well because then they do well. Everyone is happiest when there is harmony and good times are shared.

These are values that so many of us agree with. When these values were more widespread our economy was functions in a better way. The middle class was strong, and gains year after year.

But in recent decades we have seen a Wall Street/big-corporate/conservative campaign of propaganda against these values. We hear praise for the wealthy CEO cult and the largest monopolistic corporations, and are confronted by an attitude that all of us should serve the interests of the entitled wealthiest, as if we exist at their behest.

For them it is about getting as much money and power as they can, for themselves and only for themselves. We hear about how a few "top performers" deserve vast fortunes.

We hear, "Greed is good," "The market should decide." We hear divisive class-warfare, like, "Rich people create jobs" and, "Did you ever get a job from a poor person?" We hear that if we dare tax them to pay for the infrastructure that enables their prosperity they will pack up their companies and take their jobs with them.

These slogans come from a different kind of business interest -- the Wall Streeters and monopolistic giant corporations who want everything for themselves and to leave the mess behind for the rest of us.

The result of the conservative-values approach is that a very few at the top do better and better while the rest of us -- including most of the businesses in the country -- find it harder and harder to just get by. Jobs and factories are shifted out of the country - beyond the protections of our business, labor and environmental laws and regulatory protections.

Local and regional businesses are knocked out or swallowed up. As a result of this shift toward Wall Street values today's workplace is characterized by increasing working hours or just workload, high stress, fear of layoffs, low or reduced wages, jobs sent overseas, loss of health care, loss of pensions and a general loss of dignity and security.

So again, how is this shift away from labor's values -- working America and small/medium business' values -- to Wall Street/ Wal-Mart values working out for all of us?

Tribune Co., senior creditors seek to block challenge by junior creditors

By Michael Oneal, Tribune reporter

'The bankruptcy equivalent of World War III' might break out if junior creditors are allowed to bring fraudulent conveyance charge, they say.


Tribune Co. and a group of senior creditors in its Chapter 11 bankruptcy case sought Thursday to block an attempt by junior creditors to challenge the legality of Sam Zell's 2007 leveraged buyout of the Chicago-based media conglomerate.

Arguing in particularly colorful language that "the bankruptcy equivalent of World War III" might break out if U.S. Bankruptcy Judge Kevin Carey allowed the junior creditors to bring such a complaint, senior creditors insisted that "vigorous settlement negotiations are ongoing. There is not a single reason to unleash the hounds of litigation right now, with all the irreversible attendant costs and consequences."

The moves were part of a broader effort by Tribune Co., owner of the Chicago Tribune, and its creditors at all levels to stake out negotiating positions ahead of a key Feb. 18 hearing in Wilmington, Del., that could help determine whether the company emerges from bankruptcy sooner or much later.

At issue is a Feb. 1 filing by the Official Committee of Unsecured Creditors seeking Carey's permission to bring a case alleging that the Zell-led LBO was an instance of fraudulent conveyance, meaning the transaction itself rendered the company insolvent from day one.

If the committee was able to prove its charges, the judge could wipe out more than $8.6 billion in claims owned by the senior creditors who financed the deal, leaving a much bigger pie for junior creditors further down the claims hierarchy.

Both Tribune Co. and the senior group have obvious reasons to try to stave off a fraudulent conveyance case. Tribune managers, who have been trying to broker a settlement between junior and senior creditors for more than a year, want to exit bankruptcy as soon as possible. And senior creditors might lose leverage in negotiations if their junior adversaries are allowed to proceed with an official fraudulent conveyance complaint.

In separate filings, both appealed to the judge's interest in a smooth proceeding. They said that settlement discussions are going well and Tribune Co. insisted that it is close to filing a plan of reorganization, echoing a filing earlier this month in which it said it may have a plan for the court by Feb. 28. In trying to broker a settlement, the filing said, Tribune Co. managers have taken into account the fraudulent conveyance claims.

Tribune Co. is "actively addressing these claims through a process of negotiation and, soon, a plan of reorganization," the filing said.

A group of Tribune Co.'s most junior bondholders, meanwhile, said in a filing that the creditors committee wasn't pressing the fraudulent conveyance charges forcefully enough. It argued for the court to appoint a separate examiner to investigate the LBO, and, failing that, the right to join the junior creditors' case (if it goes forward) so it could have the opportunity to beef it up.

Wilmington Trust Co., the trustee for the group, said evidence currently under seal shows that Zell and Tribune Co.'s board knew the LBO was overly risky and that the banks abetted them in breeching their fiduciary duty. Tribune Co. and all of the other creditor groups have opposed Wilmington's motion.


mdoneal@tribune.com


Junior Creditors Press Their Case Against Banks, Zell in Tribune Co. Bankruptcy


By Mark Fitzgerald
http://www.editorandpublisher.com/


CHICAGO Management at Tribune Co., Sam Zell and the banks that would finance the leveraged buyout (LBO) Zell led to take the Chicago media giant private all knew before the deal was sealed in December 2007 that it would likely bankrupt the company, a group of bondholders allege in documents filed in Bankruptcy Court in Delaware.


"In the months and weeks leading to the LBO, Tribune knew that actual results were falling short of its projections and that the proposed LBO was incredibly risky for company," wrote lawyers for Wilmington Trust, which is representing a group of holders of so-called PHONES and other unsecured notes who are well back in the line of Tribune creditors. "Like Tribune, the LBO banks also consciously disregarded the market's prediction and their own internal analysis in large part because the PHONES and senior notes provided a cushion and would bear the brunt of insolvency," Wilmington Trust said.


In a flurry of court filings Thursday, all sides in the bankruptcy traded volleys over Wilmington Trust's request to be allowed to argue the Tribune LBO was a "fraudulent conveyance," that is, a deal that was known to be doomed from the start.


The group of noteholders also want the court to appoint an examiner, claiming the official committee of unsecured creditors is not pursuing obvious wrongdoing in the deal. Senior Tribune creditors, who would share most of Tribune's remaining assets when it emerges from bankruptcy reorganization, argue allowing the fraudulent conveyance allegations and appointing an examiner would be disruptive to "delicate" ongoing negotiations and would waste Tribune resources.


"Despite the (Wilmington Trust) motion's overwrought tone, the issue presented for judicial determination is straightforward: should the Court appoint an examiner to conduct a disruptive, expensive and wholly-duplicative investigation of potential causes of action already being investigated and pursued by the committee," attorneys for the official committee of unsecured creditors wrote. The PHONES holders, who bought notes issued in 1999 when Tribune was prosperous, are simply angry that their debt is "deeply subordinated" by contract, the committee argues.


The fraudulent conveyance allegations are just a way to get negotiating leverage, "Any suggestion that the committee has been sluggish in pursuing those claims is belied by the committee's clear and decisive step towards putting its months of preparation and planning into action," its filing said. "The real problem here is not that the Committee's makeup has compromised or impaired its ability to investigate and pursue potential claims arising from the LBO, but rather that Wilmington Trust, as the indenture trustee for a deeply subordinated constituency at the very bottom of the Debtors' debt structure, has been unable to direct the committee course of action to its own parochial satisfaction."


Large parts of the Wilmington Trust filing is blacked out under a court seal.


Mark Fitzgerald (mfitzgerald@editorandpublisher.com) is editor of E&P.

LA Times Columnist's 'FU' To His 'Jackass' Newspaper Boss Sam Zell

By Gillian Reagan
http://www.businessinsider.com

Dan Neil, a Los Angeles Times auto critic and columnist, just left the paper to join the Wall Street Journal. He released a particularly fiery exit memo yesterday, taking a jab at the Los Angeles Times' owners, Sam Zell and co. at the Tribune company:

From: Neil, Dan Sent: Thursday, February 11, 2010
To: yyeditall
Subject: Dan Neil on the bounce

Friends, colleagues, brothers and sisters,In the past week or so people have come up to me and said words to the effect: “The Journal, huh? Sinking ship and all that?” And I just want to slam their heads in a car door.

I absolutely love this newspaper and I am immensely proud of my association with it. People who talk shit about the LA Times to me are going to find me in their grille in a major way.

Maybe you don’t know this story. In November 2002 I had just come through an awful divorce (we pronounce that DEE-vorce in North Carolina). I was sitting heartbroken and alone in a villa in the south of France, on some godforsaken travel assignment, contemplating the taste of gunpowder. Nobody knew where I was. The phone rang. It was former editor John Carroll, who had somehow tracked me down. He wanted me to come to Los Angeles and be the paper’s car critic.

Well, I said to him, as it happens my schedule has just opened up.

It was the beginning of the most wonderful professional experience of my life, the most fun, the most satisfying, the most intellectually challenging. This placed saved me. It made me.

It’s been a rough few years here, mainly because of the jackasses in Chicago who own us. To them I say, with as much gusto as I can muster in an email, fuck you.

On a happier note, there’s not a person in this building I do not like, if not love. The paper has more greatness ahead of it, and I’ll be watching from the east coast and rooting you on.

If you are able and inclined, there’s a beer call at Redwood tomorrow, around 5 pm. Hope to see you there.

Thank you, thank you, thank you.

Dan Neil


Neil won the Pulitzer Prize for criticism in 2004, so he's certainly a pro at harsh insights. But this isn't his first run-in with Zell.

In 2008, Neil participated in a class action lawsuit against Zell, with several former LA Times employees (Neil was the only one who still worked at the paper) seeking to force the Tribune boss to relinquish control of the company, according to Portfolio.

"This is basically a workers'-rights issue," says Dan Neil, an automotive columnist* who won a Pulitzer Prize for his work at the Times.

The suit hinges on what he and his fellow plaintiffs allege is Zell's misuse of the employee stock ownership plan through which Zell was able to acquire a controlling interest in Tribune for a mere $500 million.

"The ESOP law was not written so companies could be taken over like this. It's an abuse of the ESOP structure and, I think, a fairly obvious effort to avoid paying taxes."

Zell responded to the lawsuit with a statement that denounced the suit's allegations as "frivolous and unfounded" and cast the employees' actions as an affront to team spirit.

See also:
How Sam Zell And Tribune Management Screwed Employees

AFTRA DO NOT WORK ORDER: 'Tacky House'

Important Notice to AFTRA Membersand AFTRA Franchised Agents

No Contract, No Work Rule in Effect for “Tacky House”Produced by Lynchpin Productions for Style Network

Please be advised that Lynchpin Productions is not signed to the AFTRA Network Television Code, the AFTRA/Style Agreement or to an AFTRA Basic Cable production contract for the non-dramatic program “Tacky House” which is being produced for Style Network. Please be also advised that Lynchpin Productions is related to another company, Scout Productions, who is also not signed to cover this program.

Although AFTRA has a system agreement with Style that covers all programming produced in-house, production of “Tacky House” is by an independent third-party producer, Lynchpin Productions. Until Lynchpin Productions signs an AFTRA contract, AFTRA members are hereby prohibited from accepting employment on “Tacky House” from Lynchpin Productions produced for Style Network.

AFTRA members should always check with their AFTRA office to confirm that an employer is signed to the appropriate AFTRA contract, and Franchised Talent Agents should always check and verify the signatory status of an employer who seeks to engage their AFTRA member clients for services.

If you have questions about this notice, please contact AFTRA Los Angeles Local Director of Television at dbesbris@aftra.com or 323.634.8116.

If you have questions about the signatory status of an employer in your area, please contact your AFTRA Local office. Click here to see the list of AFTRA Locals, along with their contact information.

Explanation of Derivative Markets

Easily Understandable Explanation of Derivative Markets

Heidi is the proprietor of a bar in Detroit. She realizes that virtually all of her customers are unemployed alcoholics and, as such, can no longer afford to patronize her bar. To solve
this problem, she comes up with a new marketing plan that allows her customers to drink now, but pay later.

Heidi keeps track of the drinks consumed on a ledger (thereby granting the customers' loans).

Word gets around about Heidi's "drink now, pay later" marketing strategy and, as a result, increasing numbers of customers flood into Heidi's bar. Soon she has the largest sales volume for any bar in Detroit.

By providing her customers freedom from immediate payment demands, Heidi gets no resistance when, at regular intervals, she substantially increases her prices for wine and beer, the most consumed beverages.

Consequently, Heidi's gross sales volume increases massively.

A young and dynamic vice-president at the local bank recognizes that these customer debts constitute valuable future assets and increases Heidi's borrowing limit. He sees no reason for any undue concern, since he has the debts of the unemployed alcoholics as collateral.

At the bank's corporate headquarters, expert traders figure a way to make huge commissions, and transform these customer loans into DRINKBONDS, ALKIBONDS and PUKEBONDS.

These securities are then bundled and traded on international security markets.

Naive investors don't really understand that the securities being sold to them as AAA secured bonds are really the debts of unemployed alcoholics. Nevertheless, the bond prices continuously climb, and the securities soon become the hottest-selling items for some of the nation's leading brokerage houses.

Congress now mandates that the banks, Fannie Mae and Freddie Mac, extend credit in the name of affordable drinking. This affordable drinking mandate was wildly popular among their constituents, the alcoholics at Heidi's bar.

One day, even though the bond prices are still climbing, a risk manager at the original local bank decides that the time has come to demand payment on the debts incurred by the drinkers at Heidi's bar. He so informs Heidi.

Heidi then demands payment from her alcoholic patrons, but being unemployed alcoholics they cannot pay back their drinking debts. Since Heidi cannot fulfill her loan obligations she is forced into bankruptcy.

The bar closes and the eleven employees lose their jobs.

Overnight, DRINKBONDS, ALKIBONDS and PUKEBONDS drop in price by 90%. The collapsed bond asset value destroys the banks liquidity and prevents it from issuing new loans, thus freezing credit and economic activity in the community.

The suppliers of Heidi's bar had granted her generous payment extensions and had invested their firms' pension funds in the various BOND securities. They find they are now faced with having to write off her bad debt and with losing over 90% of the presumed value of the bonds.

Her wine supplier also claims bankruptcy, closing the doors on a family business that had endured for three generations.

Her beer supplier is taken over by a competitor, who immediately closes the local plant and lays off 150 workers.

Fortunately though, the bank, the brokerage houses and their respective executives are saved and bailed out by a multi-billion dollar no-strings attached cash infusion from their cronies in Government. The funds required for this bailout are obtained by new taxes levied on employed,
middle-class, non-drinkers who have never been in Heidi's bar.

Then to revive the economy once the credit crunch came, Congress went out and borrowed a trillion dollars in the name of a stimulus package so that all the alcoholics at Heidi bar could go out to dinner.

Now do you understand?

GREAT COMMENTS:

From: Armour, Ed edarmour@mac.com

There were a couple of videos produced that explain parts of thefinancial crisis (including aspects of this thread) visually. 0

If membership education is the goal, some parts of these two videos mightfacilitate discussion on the target you wish to discuss or enhanceincluding culpability and subsequent "fixes":

http://bit.ly/acKvvM The Crisis of Credit Visualized - Part 1

http://bit.ly/bveX8l The Crisis of Credit Visualized - Part 2

Ed Armour

From: Hill Robert roberthillnyc@gmail.com

Bob,

Nice try, but you left out the part where American International Group (AIG) wrote insurance policies backing up the DRINK-, ALKI-, and PUKEBONDS by "leveraging" their available capital.

I forget the actual numbers, but in my recollection it was a ratio something like 28::100. That is, $28 worth of assets was used to "secure" and "guarantee" $100" worth of BONDS. Ain't unregulated leverage a beautiful thing?

This explains why AIG was among the first the get the bailout money, because they had contracts guaranteeing the junk bonds.

I'll sign off with this: One of my tasks as a technical writer for Lemony Snickett (** not the real name, see below) in 2008-2009 was to write a user manual for trading software used by Lemony Snickett traders only (not the general public) to bundle up various instruments into sausages then slice the sausages and sell the slices.

It was assumed that the act of making the sausages eliminated all risk to the bank because of a feature of the software called "autohedge."

You see, the Quant people had decided that they understood risk well enough to model it with a formula. Granted, it was a very complicated formula, but it was something that the computer could calculate nonetheless.

Please see this Wired article about David Li's Gaussian copula function:
http://www.wired.com/techbiz/it/magazine/17-03/wp_quant?currentPage=all

Anyway, so long as the autohedge function was turned on, everything was supposedly hunkey dorey. No matter how risky any given deal was, it was assigned a risk factor of "X", say "27.3".

The autohedge feature automatically created a COUNTER DEAL that would have a risk factor exactly OPPOSITE the original deal, say "-X" or "-27.3".

By executing these deals in pairs, the net risk to Merrill Lynch was X/-X = 27.3/-27.3 = -1 = 100% certainty.

The customer purchasing either side of the deal might lose out, but with autohedge the bank would always theoretically do just fine.

As Sarah Palin might snap, "How's that auto-hedgy thing workin' out for ya?" ** (

I started to use the real name of the bank, but then had visions of their lawyers coming after me, so I'm using an alias name; the real investment bank in this scenario no longer exists, as it was acquired in a shotgun wedding which is still reverberating with criminal investigations and pending charges)

Robert Hill

*******

From: Stack, Barbara White bstack@usw.org

This analysis suffers from two important problems. One is that the bonds were not simply "sold as AAA-secured bonds." A rating agency deemed them to be AAA bonds -- good as cash.

The second problem is this: "One day, even though the bond prices are still climbing, a risk manager at the original local bank decides that the time has come to demand payment on the debts incurred by the drinkers at Heidi's bar."

That is not what happened. Some people were paying their mortgages; some others, who would be called the unemployed alcoholics in this story, were not. The proprietors (banks) were getting some income. No one at a bank determined that it was time to demand payment.

What happened is that a rating agency determined that those mortgage bundles and other exotic financial instrucments based on the mortgate bundles were not, in fact, worth an AAA rating. Ratings were lowered. Panic ensued because the owners of these bonds suddenly were holding "toxic assets" not "good as cash."There's a step missing in the analysis as well.

The mortgages were bundled and sold. Then, when someone realized that some of the mortgages in the bundle were probably bad (because they were based on no-income-no-asset mortgages), they "traunched" (cut) the bundles and created new bundles, which were also sold.

These, somehow, were rated AAA, even though everyone knew that some portion of them were mortgages likely to default.

And, finally, organizations like AIG sold non-insurance on those. AIG was paid a fee to non-insure (because if it were insurance, it would be regulated, and AIG would be required to put up capital as security) the financial instrucments created from the traunches.

THEN, financial firms and private equity companies placed bets on whether that non-insurance would survive or fail. Those bets helped take down AIG, as well as banks calling for AIG to pay on the insurance on the bonds after the ratings dropped to junk.

Stack

*************

From: Daraio Robert bdaraio@yahoo.com

Thank you for the analysis and corrections, you have my vote for Secretary of Commerce.

Bob D

Pass a Workplace Bill of Rights

Workplace Bill of Rights

Over 200 years ago, the Bill of Rights codified our most basic and cherished liberties as citizens of the United States. Now it's time for the following "Workplace Bill of Rights" to ensure that, no matter the economic climate, we have fairness, justice, and safety as working people in America:

1. Employees should be treated with honesty and respect.

2. Working full-time should guarantee a basic standard of living.

3. Workplaces should be free of discrimination.

4. No working person should be without health insurance.

5. No one should have to work his or her entire life.

6. Employees should be able to leave a job with dignity.

7. Every workplace should be as safe as possible.

8. There is more to life than work.

9. Employees are entitled to work together.

Today we find more and more Americans are worse off than their parents, or worried their children will be worse off than themselves. We must preserve the American Dream for current and future generations of hard-working people throughout our great nation. Pitting one group of workers against another results in a race to the bottom that we all loose.

For complete details about our Workplace Bill of Rights idea visit:

http://www.workplacefairness.org/workplace-bill-of-rights
- Paula Brantner-nonprofit workplace lawyer

Thomson Reuters 'Illegally' Imposing Pay Cuts on U.S. Journos, The Newspaper Guild Charges

By Mark Fitzgerald

http://www.editorandpublisher.com/

CHICAGO Thomson Reuters Corp. is "illegally imposing drastic" pay cuts on U.S.-based unionized journalists and technicians at the financial information and news service, the Newspaper Guild of New York alleges in a complaint to the National Labor Relations Board (NLRB).

According to the Guild, Thomson Reuters ended more than a year of contract talks with the union by unilaterally declaring negotiations at an impasse on Jan. 19. Thomson Reuters also said then, "it would implement most of its comprehensive package of cuts throughout this year, which would reduce employees' compensation by an average 10 percent," a Guild announcement of the NLRB filing said.

Thomson Reuters disputed the Guild account in a statement reported by The Associated Press Friday, and said it was actually guaranteeing a 0.5% salary increase for the approximately 400 unionized journalists at Reuters News service. Thomson Reuters also said some employee could get further merit pay increases. "We believe such a system is fairer than a lockstep system and is essential for Reuters' future," the statement said in part.

The Guild complaint also says Thomson Reuters "illegally" implemented a Twitter policy without negotiating with the union. According to the Guild the policy bars employees from writing anything on the mini-blog service "that would damage the reputation of Reuters News or Thomson Reuters."

"A union activist was 'reminded' of the policy after responding to a senior manager's call to 'join the (Twitter) conversation on making Reuters the best place to work' with a tweet that said: 'One way to make this the best place to work is to deal honestly with Guild members,'" the Guild local said in a statement.

An earlier complaint filed with the NLRB says Thomson Reuters has "made it all but impossible to bargain over major economic issues" by withholding information from the union."This dispute is really about saving quality journalism in this country," New York Guild President Bill O'Meara said in a statement. "If a healthy company like Thomson Reuters -- whose CEO made almost as much in 2008 as our 420 members' annual salaries -- cuts pay, it will cause less healthy news organizations to cut even more, and pretty soon many of the journalists our democracy depends on won't be able to afford to stay in the business."

The Newspaper Guild, Local 31003 of the Communications Workers of America, represents news text, photo, television, technical and related employees at the company.

Disney Hotel Workers To Start Protest Fasting Tuesday

by Sarah Tully, The Orange County Register

Some Disney hotel workers today said they are willing to risk their own health by joining a hunger strike for the sake of securing free healthcare benefits.

Today, the Disney hotel union, Unite Here Local 11, announced that 10 members plan to start a hunger strike on Tuesday to draw attention to a two-year contract dispute. The participants plan to consume only water for at least seven days.

Disney officials say the union is using the strike to distract from the negotiations stalemate.
“This is just another tactic from Local 11 leadership to distract from the fact that after two years their members are still without a contract,” said Suzi Brown, a Disneyland Resort spokeswoman, in a prepared statement Wednesday.

The main contention is over healthcare costs: Disney wants employees to contribute to the company health plan. The union wants to keep providing its own free health care for about 2,150 members, with Disney kicking in more funds.

In the past two years, employees say workloads also have increased, some leading to health problems, said Ada Briceno, the union’s secretary-treasurer. Disney officials say that the workload has remained about the same and injury reports have collectively decreased in the past two years at the three hotels: Grand Californian, Paradise Pier and Disneyland.

“We are offering Local 11 the same reliable and affordable heath care coverage in which members of the other 30 of 31 unions at Disneyland Resort and more than 66,000 Disney employees nationwide participate,” Brown said in a prepared statement.

Basema Sharaf, the widow of a hotel cook, said her husband died on the job of a heart attack, which she attributed to his failure to take breaks and to working extra hours.

“He worked under a lot of pressure and stress at Disneyland,” Sharaf said.

Kristi Richards, a Grand Californian Hotel cashier who worked with Musa Sharaf, tearfully said she is fasting to pay respect to her co-worker and support others.

In the past, Richards said she went to work while sick because she couldn’t afford to lose money, as employees have lost sick days because of the contract dispute. But she has since saved up vacation time to take a week off. See a previous story about the sick-pay issue HERE.

“I’ve done everything I can do,” Richards said. “I’m basically out of ideas.”

The participants plan to camp out in tents on the sidewalk in front of the Grand Californian Hotel starting at 5 p.m. Tuesday and are inviting others to join in.

It is illegal to block the sidewalk and officers have been talking to union organizers about logistics, said Sgt. Rick Martinez, an Anaheim Police Department spokesman. Briceno said participants plan to leave room for pedestrians to pass by, but they are willing to get arrested.
“We’re hoping it doesn’t come to that,” Briceno said.

In other Disney news, for the second time in less than a year, Disneyland Resort has hiked prices for annual park passes.

Starting today, theme park-goers will pay between $30 and $50 more than they paid in early 2009 for the same annual passes that can be used at Disneyland and Disney’s California Adventure. The hikes range from 11 percent to 26 percent.

Recent union news:

Disney hotel union plans hunger strike
Disney hotel cleaners complain of workload
Disney hotel union agrees to mediation
100-plus Disney hotel workers walk off job
Disney hotel workers stage first walkout
Some sick Disney hotel employees worked
Disney hotel workers reject contract proposal by 92 percent
Disney workers voting on contract proposal today
Disney hotel workers set to take first contract vote

Congress Grills Comcast, NBCU Executives On Proposed Merger

By AMY SCHATZ
The Wall Street Journal

WASHINGTON—Lawmakers on Thursday questioned the impact on consumers from Comcast Corp.'s proposed deal to acquire control of NBC Universal, although they didn't suggest regulators should reject the deal.

Lawmakers asked how the transaction would affect consumers' cable prices and the emerging market of online television and cable programming distribution.


Comcast's Brian Roberts, left, and NBC's Jeff Zucker. testify Thursday.

"The issue really boils down to the seven 'C's. Will this combination of communications colossi curtail competition and cost consumers?" asked Rep. Edward Markey (D., Mass.) during the hearing of the House Energy and Commerce Subcommittee on Communications, Technology and the Internet.

Comcast says that its deal, which marries content and distribution companies, doesn't raise antitrust or other competitive concerns. It believes there are multiple competitors in each of its markets and the barrier to entry online is relatively low.

The combination would result in "a more creative and innovative company that will meet consumer demands," said Comcast Chief Executive Brian Roberts.

"Before this joint venture was proposed I was concerned about the future of broadcasting. It's been under a certain amount of duress," said NBC President Jeff Zucker. Comcast's commitment to invest more in NBC's broadcast properties "give me greater comfort in thinking about the future of broadcasting," he added.

Mr. Roberts said he doesn't believe the FCC needs to attach conditions to the deal. He cited voluntary commitments the company had already made to regulators, including keeping NBC as a broadcast network and increasing the availability of children's programming.

Consumer groups, on the other hand, have urged regulators to reject the deal, saying that it will give Comcast too much influence and power over the cable television market and the emerging market of online video.

"The merger has so many anti-competitive and anti-consumer effects that they just can't be fixed," said Mark Cooper, director of research at the Consumer Federation of America, in written testimony. The deal would have "a bevy of anti-competitive effects that will result in higher prices and fewer choices for consumers," he said.

Despite objections raised by consumer groups, none of the House lawmakers on Thursday morning said regulators should reject it.

However, lawmakers did raise several possible conditions that might appease the concerns of Comcast's rivals and competitors.

Colleen Abdoulah, chief executive of WOW, a small cable provider in the Midwest, said that regulators need to require Comcast-NBC to offer its sports and entertainment programming to smaller rivals, including online video content.

House Commerce Committee Chairman Henry Waxman (D., Calif.) raised concerns about whether Comcast could favor the cable channels that it owns, such as the Golf Channel, and NBC's cable channels, over its competitors, and suggested the FCC look into possible conditions.

NBC's affiliate stations want assurances that Comcast won't move valuable NBC entertainment and sports programming away to its cable channels. They also want limitations on Comcast's ability to bypass local stations by putting NBC programming on the Internet and protections for the revenue they get from retransmission deals.

"We need assurances that Comcast will continue to invest in new and compelling entertainment and sports programming," said Michael Fiorile, chairman of the NBC Television Affiliates Board and president of Dispatch Printing Co., which owns the NBC affiliate in Indianapolis.

FCC and Justice Department officials have only recently begun their reviews, which could stretch into the fall or winter.

Rep. Rick Boucher (D., Va.), chairman of the House Internet Subcommittee, said he believes government regulators should "move expeditiously" to compete their reviews. "I'm not saying that the agencies should not impose conditions, but the companies deserve an answer in a timely manner."

Write to Amy Schatz at Amy.Schatz@wsj.com

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Franken takes skeptic's view of Comcast-NBCU's claims:
http://www.broadcastingcable.com/article/447771-Franken_Spars_With_Roberts_Zucker_At_Comcast_NBCU_Senate_Hearing.php

Sen. Al Franken, D-Minn., who regularly performed on NBC's "Saturday Night Live" and briefly had a sitcom on the network, is casting a skeptical eye on Comcast and NBC Universal's promises that their alliance will have no impact on rivals or viewers. "You'll have to excuse me if I don't trust these promises, and that is from experience in this business," Franken said.

Franken suggested the companies public interest promises could not be trusted and that Comcast, for one, was arguing that FCC rules would protect consumers on one hand, while fighting the same rules in court. Franken came just short of saying Roberts had mislead him in a meeting they had in his office about the issue. Roberts said it had been a misunderstanding between challenges of program access and program carriage rules.

Waxman: Free programming could be in jeopardy with deal:
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a82LD8VTQgOg

Free broadcast TV programming could be threatened by the merger of Comcast and NBC Universal, according to Rep. Henry Waxman, D-Calif., chairman of the House Energy and Commerce Committee. "Many are concerned that this transaction could result in the best of NBC's programming being transitioned to a pay-TV service," Waxman said.

Letter: Comcast-NBCU tie-up would harm democracy:
http://www.broadcastingcable.com/article/447768-Hinchey_Block_That_Deal_.php

Rep. Maurice Hinchey, D-N.Y., in a letter written on behalf of himself and five colleagues, is calling on the FCC and the Department of Justice to stop the Comcast-NBC Universal merger. "This merger would further limit the American people's access to a wide array of information and broadcast content that is inherently necessity for a properly functioning democracy," Hinchey said in a statement.

WNBC to Launch Morning News Earlier

By Katy Bachman

http://www.mediaweek.com/

Getting a jump on early risers, WNBC, NBC Universal's New York flagship, will expand its early morning local news by one half-hour. Beginning March 1, Today in New York will begin at 4:30 a.m. and air until 7 a.m.WNBC joins a growing number of stations that program local newscasts earlier than the traditional 5 a.m. start.

WPIX-TV, Tribune's The CW affiliate became the first station in New York to begin its local news at 4:30 a.m., in Sept. 2008.

The early morning daypart is increasingly more lucrative for stations, because more people are tuning in earlier. According to Nielsen, viewers to morning news increased 8 percent last quarter compared to a year ago."Expanding Today in NY to 4:30 [a.m.] allows us to respond to the changing dynamics of our audience and ensure we remain their source for local morning news," said Susan Sullivan, vp of news for NBC New York.

With the additional half-hour, WNBC brings its total number of original programming hours to more than 50 hours each week.

SAG Agrees to Explore Joint Talks With AFTRA

By Wrap Staff
Screen Actors Guild's move mirrors last week's actions by American Federation of Television and Radio Artists

The Screen Actors Guild has voted to explore a bargaining partnership with the American Federation of Television and Radio Artists. The move mirrors AFTRA's actions of last month, when it formed a high-level cabinet to examine jointly negotiations with SAG.

Should joint negotiations occur, they would comprise a first step toward possible merger of the two talent guilds, a move vocally supported by recently elected SAG national president Ken Howard. SAG’s current two-year contract, approved last April, doesn’t expire until spring 2011, but the guild and the studios have agreed to start negotiations on the next deal early, on Oct. 1.

Here's the complete statement from SAG, released Sunday night:

Los Angeles, (January 31, 2010) - Screen Actors Guild National Board of Directors voted today to seek engagement with AFTRA in a joint bargaining agreement for negotiation of the Television/Theatrical Contract. Approved 82 to 18 percent, the resolution states:

"It was moved and seconded that in light of SAG's historically productive negotiating partnership with AFTRA, the SAG National Board of Directors directs President Ken Howard and National Executive Director David White to seek engagement with AFTRA in a joint bargaining agreement for negotiation of the Television/Theatrical Contract, under the terms of Phase One, modeled on the agreement used successfully in the 2009 Commercials Contract negotiations. President Howard and NED White shall bring a recommendation to the National Board at the earliest opportunity."

Screen Actors Guild President Ken Howard said, "I am very pleased with the vote and thank the Board for their leadership and foresight on this important issue. I so appreciate the Board's cooperative spirit in this discussion and throughout the day, and feel confident that our Guild is moving in the right direction."

In other actions, the National Board voted unanimously to create a National Performance Capture Committee to address the unique concerns and experiences of members who render performances that are recorded using "performance capture" technology across all media, and to advise the Guild on all matters pertaining to work in this rapidly growing area.

The board also approved 83 percent to 17 percent the unanimous recommendation of the finance committee to authorize the extension of existing initiation fee reductions in targeted markets across the country and to have the Guild's Joint Strategic Planning and Finance Committee review the initiation fee structure nationwide.

National Executive Director David White reported on the strategic planning efforts underway at the Guild and preparation for negotiations. White updated the board on new institutional and member service initiatives including a revitalized organizing strategy and program. White applauded SAG committee members and staff for their innovative and thoughtful work in key areas including the 2010 SAG Awards, government relations and legislative activities, new media outreach activities, and the LifeRaft Live Streaming partnership with SAG Foundation, among other efforts.

The Board also appointed Deputy National Executive Director of Contracts Ray Rodriguez to the Screen Actors Guild-Producers Industry Advancement & Cooperative Fund (IACF) board and addressed a number of governance matters, including a constitutional amendment regarding written assent procedures; an amendment to Branch rules of procedure; advisory recommendations from the annual national membership meeting; amendments to the election guidelines; and a recommendation to study the feasibility of electronic voting.

Sony Slashing 6 1/2% of Staff

By TATIANA SIEGEL
http://www.variety.com

Roughly 450 people will be affected by layoffs

Last year, the studio trimmed its staff by 300 people through a combination of pinkslips and eliminating open positions. And just last week, Sony announced that several high-level execs from its home entertainment and IT divisions were being let go.

The studio began notifying the roughly 450 people who will be affected by the latest round of layoffs on Monday. Most of the pinkslips will be handed out by the first week in March.

A Sony insider said the layoffs are expected to span a range of personnel, including senior-level executives.

In addition, about 100 currently open positions are expected to remain unfilled.

"The decision to take this step was difficult," Sony toppers Michael Lynton and Amy Pascal said to employees in an internal memo. "But it's being done in the context of a strategy designed to help us safeguard our competitiveness and chart our own course through these troubled waters."
The memo said the growth of online piracy is among the culprits for the massive layoffs, which will largely occur in the United States, particularly in home entertainment and IT.

Over the past 13 months, Hollywood has been rocked by a series of layoffs at the major studios.

During a two-month span from December 2008-January 2009, Disney-ABC TV cut 400 jobs, Warner Bros. axed 800 employees, Paramount slashed some 100 jobs and NBC Universal shed 500 staffers worldwide.

Monday's move comes on the heels of a record 2009 at the box office for Sony.

Still, the memo said, Sony must take the necessary steps to get through the economic downturn affecting the entertainment industry.

Pascal, who appeared in a video message on the employee website, said the studio is going through a painful time. "Our industry is affected by two things: it's affected by the economy, of course, and it's affected by technology. ... Over the last two years, it's changed people's DVD buying habits, which has had a huge effect on our company and the industry at large."

CBS News Cuts: 'Early Show' Staffers Out, Technology Correspondent Daniel Sieberg Cut

By Kevin Allocca

http://www.mediabistro.com/tvnewser

CBS Corp. is finishing up a round of cuts of both full time and part time employees at CBS News programs and bureaus across the country. The reduction also includes not filling open positions.

Tipsters tell us that staffers in Washington DC, New York, Los Angeles, San Francisco and Miami were all cut. Nine employees ranging from producers, to electronic maintenance personnel, a secretary and a courier have been let go in Washington. Four staffers from "The Early Show" were cut as were 11 employees working in the L.A. and San Francisco bureaus.

Daniel Sieberg, CBS News Science and Technology correspondent, was laid off today. He'd been with the network for three years.

When first reported, the total number of layoffs was estimated to be around 100 staffers but a CBS insider tells us it is "considerably less" than that.

A CBS News spokesperson would not comment on the staff reductions.

More: From the NYObserver's Felix Gillette - By Monday afternoon, staffers from Washington to L.A. were sputtering in disbelief as they heard of top producers on the chopping block - particularly Mark Katkov and Jill Rosenbaum in D.C. and Roberta Hollander and Barbara Pierce in L.A. These were seasoned veterans, part of the old school known back in the Dan Rather days as "the Hard Corps."

Films Boost News Corp. Total Profit 44%

By Dylan Stableford

http://www.thewrap.com/

News Corporation reported strong earnings on Tuesday for its fiscal second quarter, a sign that the media giant is emerging from the recession.

"From crisis comes clarity," chairman and chief executive Rupert Murdoch told investors during a conference call Tuesday afternoon.

News Corp.’s operating income was $1.2 billion during the last three months of 2009, or about a 44 percent increase over the same period the year before.The company said the jump was primarily the result of growth in its film, television, cable, newspaper (including a 5 percent advertising increase at the Wall Street Journal) and book businesses, which helped offset a slide in its satellite business and a digital division that includes the problem child MySpace.
"Please excuse the immodesty," Murdoch said, referring to News Corp. as the "preeminent content" company in the world.

"Content is not only king, it is the emperor of all things electronic," he said. "Machines are not powered by batteries -- they are powered by creative ingenuity."

Murdoch touted the company’s willingness to “take prudent, creative risks like ‘Avatar’ that lead the industry forward.”

Operating income from its film segment that includes 20th Century Fox studio was $324 million, nearly tripling its $112 million from the same period in 2008. News Corp. said the results were driven by the DVD release of “Ice Age: Dawn of the Dinosaurs” and “X-Men Origins: Wolverine.”
The company stressed that the financial results largely did not include receipts from "Avatar," but did include its launch costs. "Profits will begin to flow over the next two quarters," Murdoch said.

He said News Corp. would like to release "Avatar" on DVD "as soon as possible."

"We're not going to yank it out of theaters doing $30 million a weekend," News Corp. COO Chase Carey said. However, the executives told investors not to expect a 3D "Avatar" DVD this year. "The technology is not quite there yet," Carey said.

When asked about an "Avatar" sequel, Murdoch said the company is in "very early talks about a sequel. Jim (Cameron) has ideas, but we haven't agreed on anything yet." Still, he said, "we'll be pushing for it."

Murdoch said the company was not ready to make an announcement on its much-anticipated online pay wall, but hinted one could be coming within the next "two months."

Murdoch also addressed Fox's agreement with Time Warner Cable, saying that News Corp. intends to renegotiate distribution deals with all cable operators "as contracts expire in the coming years." (Carey said that the company has 10 contracts with carriers, eight of which will be renegotiated.)

It wasn't all gravy for News Corp., though. The contribution of News Corp.'s digital media group (read: MySpace) fell $32 million “principally due to lower search and advertising revenue."
Nonetheless, Murdoch said the unit began "to see signs of traffic stabilization" under MySpace's new management team.

And as far as Conan O'Brien-to-Fox, Murdoch said he'd be interested "if we could do it and make a profit," but batted down rumors that News Corp. has been negotiating with the ex-"Tonight Show" host about a return to late night. "I'm sure there have been talks, but no negotiations."

Public Interest Groups, Cable Ops, Unions Slam Comcast/NBCU Merger

By John Eggerton -- Broadcasting & Cable

Organizations raise "grave concerns;" call for tough conditions

A group of more than two dozen organizations, including cable operators, advocacy groups and unions have joined forces to slam the Comcast/NBCU merger and call for tough conditions.

In a letter to President Barack Obama and members of Congress the groups say they have "grave concerns" that the merger will have a "devastating effect" on the marketplace and give the merged company "unprecedented control" over new media outlets. The letter, which comes just short of outright opposition to the deal, levels numerous criticisms before ending with the request that the government "take a hard look at this merger and take the necessary measures to prevent harm to both consumers and competition."

Given the divergence of the group's members, that closing allows room for interpretation-outright opposition for some-or conditions so onerous that they kill the deal or, at baseline, tough conditions for others.

Comcast suggested the groups criticisms were a parade of horribles without substance. "Viewed objectively, the GE/Comcast NBCU transaction is pro-consumer and strongly in the public interest, and we look forward to making that case to Congress, the Justice Department, and the FCC," said Comcast spokeswoman Sena Fitzmaurice. "There is absolutely no evidence that this proposed transaction would produce any of the adverse effects these groups claim the deal would cause. In fact, existing law already prohibits any discrimination by Comcast against other providers regarding programming we own and would preclude Comcast from "prioritizing" NBCU channels. Further, the emerging online video market is extraordinarily competitive, with sites like YouTube, Netflix, iTunes and dozens of others already offering video from a wide range of content providers, large and small."

The letter hits most of the talking points-less choice, reduced competition, higher consumer costs-of many of the members' past criticisms of the deal. That group includes Free Press, Public Knowledge, Consumers Union, and Media Access Project.

Earlier in the week they took aim at the online industry initiative TV Everywhere, saying the merger put an "exclamation point" on their concern about control of online video."The merged giant would have strong incentives to discriminate against other multi-channel video providers in granting access to its wealth of programming, including all of its broadcast stations and 'must-have' national and regional networks that air live or same-day sporting events, as well as the market power to enforce anticompetitive "bundling," they wrote.

"The proposed deal could make it even harder for diverse and independent voices to find an audience, as Comcast would have the incentive to prioritize NBC channels and programs over others. Control of NBCU programming also would give Comcast the opportunity to prioritize its own online video products over those of its competitors - or sharply reduce online video distribution altogether - pushing independent producers out of the picture."The groups branded "merely window dressing" Comcast's public interest proposals, outlined by Comcast Executive VP David Cohen in a memo released at the time of the deal.

They said that promises to extend program access rules to broadcast and HD programming would not mitigate the potential "danger" of vertical integration or get at the concern over online video distribution. "To prevent a disastrous impact on competition and consumer choice, any approval of the merger must include meaningful conditions that extend well beyond those previously imposed on less significant mergers."

"In its ads, Comcast and NBCU ask people to 'Dream Big' but small cable operators know this deal will be a nightmare for its millions of customers without appropriate conditions," ACA President Mattt Polka said.

The coalition's move was not a big surprise.

In an interview with B&C/Multi on the eve of the merger announcement, Polka, whose group represents about 900 smaller and midsized cable operators, signaled his group could have big problems with the merger. "I am sure that we will be working with other industry and consumer groups suggesting quite aggressively the harms to consumers that will result from this [merger]," he said at the time.

The letter comes a day after the Justice Department drew the long straw in deciding whether it or the Federal Trade Commission would review the merger. Comcast is expected to file the deal for review by Justice in the next few days.

The eclectic group, which includes those opposed to the deal outright and those who have suggested it needs major government conditions, comprises American Cable Association, Center for Media Justice, Common Cause, Communications Workers of America, Concerned Women of America, Consumer Federation of America, Consumers Union, Free Press, Kids First Coalition Media Action Grassroots Network, Media Access Project, Media and Democracy Coalition, Morality in Media, National Association of Independent Networks National Consumer League, National Organization for Women, National Telecommunications Cooperative Association, Organization for the Promotion and Advancement of Small Telecommunications Companies, Parents Television Council Public Knowledge, Satellite Broadcasting and Communications Association Sports Fans Coalition, U.S. PIRG, Writers Guild of America East, Writers Guild of America West.

Groups in Opposition to Comcast/NBCU Merger Will Outline Complaints Wednesday

By John Eggerton -- Broadcasting & Cable

Groups opposing part or all of the Comcast/NBCU merger will outline their beefs in a conference call Wednesday (Feb. 3), the day before back-to-back hearings on the $30 billion deal in the House and Senate.Representatives of Media Access Project, Wealth TV (whose program carriage complaint is still pending before the FCC), the Communications Workers of America, Free Press and the American Cable Association all argued the FCC and the Justice Department need to look closely at a number of issues, including pricing, program diversity and access to programming on-air as well as online.

Comcast does not disagree that the government needs to look at those issues, but says its conclusion should be that the deal is pro-competitive and consumer-friendly. Comcast argues that they will enact voluntary conditions and existing FCC rules that protect access to, and carriage of, programming.

Affiliates Worried About Comcast Merger

By Kim McAvoy
TVNewsCheck, Feb 3 2010, 9:06 AM ET

At tomorrow's scheduled House hearing on Comcast's proposed $30 billion takeover of NBC Universal, NBC TV Affiliates Broad Chairman Michael Fiorile is expected to raise concerns about the first-ever combination of a major broadcast network and a major cable provider.

According to his prepared testimony obtained by TVNewsCheck, Fiorile will target three key issues: siphoning of key programming from the NBC to Comcast-owned cable channels; making NBC programming available on websites and local VOD platforms prior to its airing on NBC affiliates; and the affiliates' continued ability to negotiate fairly for retransmission consent fees.

Fiorile's testimony makes clear that the affiliates are not trying to crater the deal, only to win protections.

"With concrete and enforceable safeguards and conditions, this transaction should continue to serve the public interest and strengthen, not diminish the network-affiliate partnership," it says.
But the NBC affiliates are not the only broadcasters worrying about what the merger will mean to their businesses. Owners of stations that compete with NBC O&Os and affiliates are also concerned that the merger will put them at a disadvantage, particularly in markets where Comcast is a major cable provider.

These non-NBC broadcasters are expected to register their own concerns with the FCC and Justice Department just as Fiorile is expected to do tomorrow and seek their own safeguards.
In fact, the broadcasters' concerns have already seeped into the thinking of the House Communications Subcommittee.

A briefing memo for subcommittee members says: ``The transaction raises several potential issues related to the relationship between Comcast and the affiliates, including the future of the NBC network, the relative balance of power in corporate negotiations and the impact of this transaction on affiliate advertising sales."

Last December, Comcast, the nation's largest cable operator with 24 million subscribers announced plans to buy a controlling interest from General Electric in NBCU and its 26 TV stations, of which 10 are NBC O&O's.

NBCU also operates the NBC and Telemundo TV networks, 13 cable channels, a movie studio and two amusement parks.

Both the Justice Department and the FCC must sign off on the deal. And Comcast must win over the key members of Congress. Slated for tomorrow are hearings on the merger before the House Communications Subcommittee and the Senate Anti-Trust Subcommittee.

According to industry sources, ABC, CBS and Fox affiliates fear the proposed merger may give Comcast the upper hand in retransmission consent negotiations and cable carriage arrangements.

"They're very concerned about discriminatory treatment," says one insider. "There are a lot of questions. Will Comcast, to the extent it owns NBC, discriminate in favor of its owned and operated stations, and in favor of its affiliated stations?" says one long-time affiliate TV observer.

"Comcast has said all the right things publicly that you would expect. But nobody believes any of the political PR rhetoric. I would not be surprised if affiliate groups actively participate in the proceeding," he adds.

The Meredith TV group has one NBC affiliate, but operates mostly CBS and Fox affiliates.
"Certainly we want to have some degree of comfort that the new entity would not discriminate against Fox or CBS affiliates," says Paul Karpowicz, president, Local Media Group.

"I am most concerned about retransmission consent and access to the cable system. It would be unfair, for example, if I'm on ch. 5 on the cable system and all of a sudden I get relegated to 505 and the NBC stations stays at ch. 6.

"Our company is not saying we're against it, we're looking for more information and more assurances that this will be handled in a way that everybody can get comfortable with it," says the broadcast TV executive.

Karpowicz chairs the NAB TV board, but the trade group is not taking a position on the merger.
Other non-NBC affiliates think the merger might create an imbalance in the advertising market. They fear the combined sales forces of Comcast and the NBC O&Os and affiliates could put them at a serious disadvantage.

Like the NBC affiliates, the non-NBC broadcasters aren't seeking to block the deal, only to build in certain safeguards to protect them.

"I am nervously waiting to see what conditions will be imposed so we won't get hosed in any retransmission consent fight," says one.

Several of the broadcasters point to the conditions that were imposed on DirecTV when News Corp., owner of the Fox broadcast network, its O&O stations and cable networks, acquired a controlling interest in the satellite provider.

The restrictions were aimed at making sure that DirecTV did not favor Fox channels over those of independent programmers and to make sure Fox did not discriminate against cable systems or Dish Network is making content available.

And for broadcasters there was a provision mandating the use of "baseball-style arbitration" for any retransmission consent disputes with DirecTV.

the past 15 years, regulations that would have barred the merger of a full-blown broadcast network like NBC and a major cable provider have been eliminated. In 1996, the FCC under former Chairman Reed Hundt cast off the broadcast network/cable television ownership rule to conform to requirements in the Telecommunications Act of 1996.

Under the aegis of the Network Affiliated Stations Alliance, broadcast affiliates challenged the action. But that petition was denied in 1998 when the FCC was headed by Bill Kennard.

"Combinations between major networks and cable operators have not yet been formed, nor does the record reflect specific examples of potential problems," the FCC said at the time. "Accordingly, safeguards are not necessary at this time."

In 2003, the Michael Powell FCC repealed the rule prohibiting ownership of a cable system and TV station in the same market. The agency was responding to a 2002 mandate from the U.S. Court of Appeals for the D.C. Circuit.

According to the Fiorile testimony, the NBC affiliates' chief concern appears to be retransmission concent.

"Every NBC affiliate has two sets of bet-the-company contractual relationships," the testimony says. "The first is the affiliate's contract with its network. The second is its complement of retransmission consent contracts setting out the terms and conditions under which its signal is retransmitted on cable systems and other MVPDs. Understandably, then, any combination that would merge both of these relationships into a single entity would raise concerns about the accumulated leverage that could result from one company being the key to both of these relationships.

"For example, a combined NBC-Comcast could seek to tie together retransmission consent payments with payments for network programming provided under an affiliation agreement, or force affiliates to accept unfavorable affiliation agreement provisions to obtain market-based retransmission consent payments. In either case, the combined entity would be using its unique leverage over affiliates to undermine their ability to negotiate fair retransmission consent agreements.

"We tentatively believe that a strong set of structural separation requirements for the subsidiaries of Comcast that will negotiate retransmission consent agreements and those that will administer the network's relations with affiliates can permit the combination to go forward while minimizing concerns about maintaining market-based negotiations for retransmission consent."

Conan O'Brien Bucks Up for Screwed Crew

by TMZ Staff

Conan O'Brien is shelling out his own cash to some ex-staffers who didn't get jack from that $7.5 million separation deal from NBC.According to sources close to production, Conan's stagehands from "The Tonight Show" were not covered by the NBC severance plan. But we're told Conan is stepping up -- promising to pay his nearly 50 person crew at least six weeks severance out of his own pocket.Conan's people had no comment.The union for his former crew -- IATSE Local 33 -- says all the members who worked with Conan are "very happy" with the way he handled the whole mess.

Tribune Creditors Seek To Sue Over 2007 Leveraged Buyout

By Emily Chasan

Reuters

NEW YORK, Feb 1 (Reuters) - Creditors of bankrupt U.S. newspaper publisher Tribune Co (TRBCQ.PK) are seeking approval to sue the parties involved with the company's 2007 leveraged buyout, according to court papers on Monday.

According to a motion filed in the U.S. bankruptcy court in Delaware, the company's official committee of unsecured creditors is seeking approval to file a draft of its proposed complaint so it may begin to deal with claims arising out of the buyout.

The publisher of the Chicago Tribune and Los Angeles Times filed for bankruptcy in December 2008 after going private in an $8.2 billion deal led by real estate magnate Sam Zell that resulted in the company having $13 billion in debt.

Zell resigned as chief executive last month after two years at the helm, but remains chairman.

Separately, Tribune asked the bankruptcy court for an extension of its time to have the exclusive right to file its reorganization plan. It said it is working to file the plan before Feb. 28.

"We are nearing the date when we will file plan, but we are asking to extend our period of exclusivity to June 8, 2010, so that we can keep everyone focused on getting to one solution," the company wrote in an internal memo to employees. The memo was obtained by Reuters from a source involved with the matter but unauthorized to share an internal company memo.

"Also today, the UCC filed a motion asking for the right to bring litigation regarding claims of fraudulent conveyance related to Tribune's 2007 going-private transaction. It is not unusual for creditors in a bankruptcy to pursue negotiations and litigation simultaneously; litigation is often part of a negotiating strategy," the memo said.

Tribune, whose properties also include 23 local television stations, had run into some resistance from lenders last year when it sought a similar extension.

Its lenders had said then they wanted to offer their own plan to reorganize the company.

A court hearing on the two requests is set for Feb. 18.

The case is In re: Tribune Company, U.S. Bankruptcy Court, District of Delaware, No. 08-13141. (Additional reporting by Robert Macmillan; editing by Carol Bishopric and Ian Geoghegan)

Unsecured Creditors Seek To Challenge Tribune Co. Buyout

Petition asks for permission to file complaint alleging 'fraudulent conveyance'

By Michael Oneal, Tribune reporter

The unsecured creditors in Tribune Co.'s Chapter 11 bankruptcy case sought permission Monday to officially challenge the legality of Sam Zell's 2007 leveraged buyout of the company, turning up the heat to either settle the case or pitch it into extended litigation.

Ending a prolonged investigation of the controversial transaction, the Official Committee of Unsecured Creditors petitioned U.S. Bankruptcy Judge Kevin Carey for the go-ahead to file a complaint alleging the LBO was a case of "fraudulent conveyance," meaning the deal itself made Chicago-based Tribune Co. insolvent from day one.

If the committee is allowed to file its complaint and can prove fraudulent conveyance, the judge could render invalid $8.6 billion in claims owned by the senior creditors who financed the deal, vastly increasing the value of claims held by junior creditors.

But sources on both sides of the situation said the filing of a fraudulent conveyance complaint is an expected show of muscle by the junior creditors amid negotiations that have actually gained some ground toward a settlement in recent weeks.

Executives at Tribune Co., which owns the Chicago Tribune, characterized the filing as "public posturing" intended as a negotiating tactic. In an e-mail to employees Monday, Chief Executive Randy Michaels and Chief Operating Officer Gerry Spector said "we believe a plan of reorganization acceptable to all our creditors is achievable, and the negotiations with them are active and ongoing."

At the same time, however, Tribune Co. petitioned the court to extend its exclusive right to forge a compromise plan to June 8.

In its motion, the company said it hopes to reach a settlement and file a plan before its current Feb. 28 deadline. But the company also argued that the various factions in the case continue to "jockey for tactical advantage" and that if the company's exclusive right to forge a compromise were ended too soon it "would mire these cases in protracted and contested proceedings."

At the heart of the dispute is a proposed reorganization plan that would unburden Tribune Co. by swapping a large chunk of $13 billion in debt for equity. That would transfer ownership of the company from Zell and Tribune employees to the company's creditors.

Who gets what, however, remains an open question. The owners of $8.6 billion in senior debt used to finance the LBO have argued that they should own essentially all of the company based on their seniority. But by pressing the fraudulent conveyance claim against them, junior creditors are fighting to carve out as big a slice as possible for themselves.

Seeking to wrest control of the case last November, several large senior creditors, including investment funds Angelo Gordon & Co. and Oaktree Capital Management, opposed Tribune Co.'s previous request to extend exclusivity. Engaging in some muscle flexing themselves, they offered an alternative plan that would circumvent the fraudulent conveyance claim and leave the junior creditors with essentially nothing.

An attorney for the group wouldn't comment when asked if it would contest Tribune Co.'s latest requesrequest for an extension. But parties have time to file new objections before a Feb. 18 hearing on the matter.

Hedge funds holding about $4.4 billion of the LBO debt opposed Tribune’s last request for more time. They have proposed that lenders, including the hedge funds, take over Tribune’s television and newspaper operations in return for canceling $8.5 billion they are owed.

The LBO dispute pits bondholders owed as much as $1.26 billion against the hedge funds, other lenders and their agent JPMorgan Chase Bank NA.

The bondholders, including Law Debenture Trust Co. of New York and Centerbridge Credit Advisors, hold most of the debentures issued in 1996, which are due in 2027 and 2096. The hedge funds include Anchorage Advisors LLC, Contrarian Funds LLC, KKR Strategic Capital Holdings I LP and Latigo Master Fund Ltd.

Should Centerbridge and Law Debenture prove the buyout was a so-called fraudulent transfer, they could be paid before the lenders. Shareholders may be forced to return some of the money and board members could be held liable for authorizing the transfer, under the bankruptcy code.
The case is In re Tribune Co., 08-13141, U.S. Bankruptcy Court, District of Delaware (Wilmington).

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