UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
UNITED STATES OF AMERICA,
Plaintiff,
v.
THE WALT DISNEY COMPANY,
Defendant.
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No.:
STIPULATION
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It is stipulated by and between the undersigned parties, by their respective
attorneys, that:
1. The Court has jurisdiction over the subject matter of this action
and over each of the parties hereto, and venue of this action is proper
in the Central District of California.
2. The parties consent that this Stipulation and a proposed Final
Judgment in the form attached may be filed by The Antitrust Division
of the U. S. Department of Justice (the "Division"), acting in good
faith and in its sole discretion, at any time after the occurrence of
any of the following events (but not otherwise):
- The Division has determined that The Walt Disney Company ("Disney")
has failed to comply fully with its commitment to hold separate the
operations of KCAL-TV and KABC-TV in accordance with the Appendix attached
hereto;
- The Federal Communications Commission (the "FCC") releases an order
granting the pending applications of Disney for FCC approval of the
acquisition by Disney of Capital Cities/ABC, Inc. (the "FCC Order")
and within nine (9) months of the release of the FCC Order Disney has
(i) failed to enter into a binding and definitive agreement to divest
the KCAL-TV Assets, as defined in the proposed Final Judgment (or, in
the event of a spin-off of the KCAL-TV Assets to Disney shareholders,
file a registration statement with the SEC), in a manner consistent
with Section 7 of the Clayton Act and in such a way as to satisfy the
Division, in its sole discretion, that the KCAL-TV Assets can and will
be maintained as a viable, ongoing business and that the prospective
owner has the managerial, operational, and financial capability to compete
effectively, and that none of the terms of the divestiture agreement
interfere with the ability of the prospective owner to compete effectively;
or (ii) failed to file all papers necessary to secure any governmental
approvals and/or rulings to effectuate such divestiture (including but
not limited to FCC, SEC and IRS rulings);
- Twelve months after the release of the FCC Order, Disney has failed
to spin-off the KCAL-TV Assets to Disney shareholders or to complete
the divestiture of the KCAL-TV Assets in a manner set forth in subparagraph
B(i) above; or
- Disney has requested the approval of the FCC to permanently own
both KCAL-TV and KABC-TV.
3. - The Division agrees that, although the ultimate decision is
in its sole discretion, acting in good faith, it will also reasonably
consider extending any time period specified under paragraph 2 of this
Stipulation in the event Disney demonstrates that, despite its diligent
and good faith efforts and the diligent and good faith efforts of any
prospective owner of the KCAL-TV Assets, this deadline cannot be met.
- The parties recognize that there could be a delay in obtaining
approval by or a ruling of a government agency regarding the divestiture
despite the diligent and good faith efforts of Disney and any prospective
owner of the KCAL-TV Assets. The Division will, in the exercise of its
sole discretion, acting in good faith, give special consideration to
extending the time period specified in paragraph 2 C. in the event that
Disney demonstrates that neither it nor the prospective owner of the
KCAL-TV Assets was responsible for any such delay.
4. The parties further consent that the attached proposed Final Judgment
may be entered by the Court upon the motion of any party or upon the
Court's own motion, at any time after compliance with the requirements
of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16,
and without further notice to any party or other proceedings, provided
that the Division has not withdrawn its consent to the entry of this
proposed Final Judgment, which it may do at any time before entry of
the proposed Final Judgment by serving notice thereof on Disney and
by filing that notice with the Court.
5. Disney further agrees that any changes in existing laws or regulations
governing the ownership of broadcast licenses would not warrant any
modification of the proposed Final Judgment.
6. If this Stipulation and proposed Final Judgment are filed, from
and after that date the parties shall abide by and comply with the provisions
of the proposed Final Judgment pending entry of the Final Judgment as
though they were in full force and effect as an order of the Court.
7. In the event the Division withdraws its consent, or if the proposed
Final Judgment is not entered pursuant to this Stipulation, this Stipulation
shall be of no effect whatever and the making of this Stipulation shall
be without prejudice to any party in this or any other proceeding.
Dated: January __, 1996.
FOR PLAINTIFF UNITED STATES
OF AMERICA:
_______________________________
Anne K. Bingaman
Assistant Attorney General
_______________________________
Lawrence R. Fullerton
Deputy Asst. Attorney General
_______________________________
David S. Turetsky
Deputy Asst. Attorney General
_______________________________
Constance K. Robinson
Director of Operations
_______________________________
Charles E. Biggio, Sr. Counsel
_______________________________
Donald J. Russell, Chief
Telecommunications Task Force
_______________________________
James R. Wade
Laury E. Bobbish
Carolyn L. Davis
David Smutny
Scott Murray
Attorneys
Antitrust Division
Telecommunications Task Force
U.S. Department of Justice
555 4th Street, N.W. Room 8104
Washington, D.C. 20001
(202) 514-5621
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FOR DEFENDANT THE WALT
DISNEY COMPANY:
_______________________________
Mark Leddy
Cleary, Gottlieb, Steen
& Hamilton
1752 N Street, N.W.
Washington, D.C. 20036
(202) 728-2883
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