Attachment Exhibit E

This document pretains to SES-ASG-20130102-00003 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2013010200003_979700

                                  Description of Transaction

       By this application, Meredith Corporation (“Meredith”) requests the Commission’s
consent to the pro forma assignment of the license or licenses referenced in the instant
application (the “FCC Licenses”) to the wholly-owned subsidiary of Meredith designated as the
assignee in the instant application (the “Subsidiary”). The proposed pro forma assignment is
required in connection with an internal corporate reorganization in which the licenses used in the
operation of Meredith’s television broadcast stations listed below (each, a “Station”) will be
assigned to the newly-formed, wholly-owned subsidiaries of Meredith listed below (each, a
“Subsidiary”):

        Station                                      Subsidiary

        KPHO-TV, Phoenix, Arizona                    KPHO Broadcasting Corporation
        KPTV(TV), Portland, Oregon                   KPTV-KPDX Broadcasting Corporation
        KPDX(TV), Vancouver, Washington              KPTV-KPDX Broadcasting Corporation

        To accomplish the reorganization, Meredith will contribute the FCC Licenses and other
assets of the Station listed in the instant application to the Subsidiary specified above. This
reorganization will not affect the ultimate ownership or control of the Station. As disclosed in
the Description of the Parties included in this application, Meredith will own and vote all of the
issued and outstanding capital stock of the Subsidiary. As a result, the proposed pro forma
assignment does not represent a substantial change in ownership or control of the Station.
Accordingly, Meredith requests consent to the pro forma assignment described herein. At the
closing of this transaction, the parties intend to enter into certain agreements regarding the
conveyancing of assets and the provision of certain services. These agreements, which will
comply with the Commission’s rules and policies, have not been finalized and therefore have not
been placed in any Station’s public file.




4065718_1


                                 Description of the Parties

        All natural persons identified below are United States citizens and can be reached c/o
Meredith Corporation, 1716 Locust Street, Des Moines, IA 50309. Some persons may own
stock in such amounts that it rounds to 0%. Percentage of Total Assets is not applicable for
any respondent.

                               KPHO Broadcasting Corporation

Party to Application                        Positional Interest       Percentage of Votes

Stephen M. Lacy                             Director                  0%

Joseph H. Ceryanec                          Director, Treasurer       0%
John S. Zieser                              Director                  0%
Ed Munson                                   President                 0%
Douglas Lowe                                Vice President            0%
Norbert Kaut                                Secretary                 0%
Meredith Corporation                        N/A                       100%


                                    Meredith Corporation

Party to Application                      Positional Interest         Percentage of Votes

Katherine Meredith                        None                        32%

Edwin T. Meredith, IV                     None                        13%

Dianna Mell Meredith Frazier              Director                    12%

Philip A. Marineau                        Director                    Less than 1%

Elizabeth E. Tallett                      Director                    Less than 1%

Joel W. Johnson                           Director                    Less than 1%

Mary Sue Coleman                          Director                    Less than 1%

James R. Craigie                          Director                     Less than 1%

Donald C. Berg                            Director                     0%

Frederick B. Henry                        Director                     3%




4067293_1


Party to Application   Positional Interest         Percentage of Votes

Paul A. Karpowicz      President – Local Media     Less than 1%

Stephen M. Lacy        Chairman, Director,         Less than 1%
                       President and Chief
                       Executive Officer
Joseph H. Ceryanec     Vice President and Chief    Less than 1%
                       Financial Officer
John S. Zieser         Chief Development           Less than 1%
                       Officer – General Counsel
                       and Secretary
Steven M. Cappaert     Corporate Controller        Less than 1%

Thomas H. Harty        President – National        Less than 1%
                       Media




4067293_1



Document Created: 2012-12-06 15:41:40
Document Modified: 2012-12-06 15:41:40

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC