Attachment Exhibit E & F

This document pretains to SES-T/C-20171215-01346 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017121501346_1315033

FCC Form 312 Exhibit E & F FCC Form 312 Exhibit E & F This application, along with one concurrently filed parallel application, notifies the FCC of the proposed pro forma transfer of control of WBNS-TV, Inc., licensee of satellite earth station registration E865090; and VideoIndiana, Inc., licensee of satellite earth station registration E960139 (together with sister company VideOhio, Inc., the “Dispatch Licensees”). Each of the Dispatch Licensees currently is directly wholly owned by The Dispatch Printing Company (the “Company”). Nearly all of the issued and outstanding voting stock (99.8 percent) of the Company is held by The Dispatch Printing Company Voting Trust (“Voting Trust”). All stock subject to the Voting Trust is voted in the manner determined by a majority of the co- trustees, who consist of Michael J. Fiorile, Bradley L. Campbell, Sara W. Perrini, Ann I. Wolfe, and Katherine I. Wolfe. Various parties — primarily trusts established for the benefit of members of the Wolfe family — own certificates in the Voting Trust. Holders of these certificates are entitled to receive their proportionate share of any dividends issued by the Company with respect to Company shares held by the Voting Trust and to vote on certain changes to the terms of the Voting Trust, but these holders have no power to vote any Company stock held by the Voting Trust (which power, as noted above, is held by the trustees of the Voting Trust). 1 1 Out of an abundance of caution, the Dispatch Licensees note that the following individuals are related to one or more of the Voting Trust’s trustees and indirectly hold — in their capacity as trustees of trusts that hold Voting Trust certificates — a five percent or greater economic interest in the Company: William C. Wolfe, Jr. (17.081%); Richard M. Wolfe (6.223%); Andrew B. Wolfe (9.13%); Nancy W. Lane (7.67%); and Douglas B. Wolfe (5.6%). In addition, William C. Wolfe, Jr. and Richard M. Wolfe each serve as trustees of separate trusts that hold Company shares outside the Voting Trust; such shares, in the aggregate, equal less than one-tenth of one percent of the Company’s shares. DC: 6594589-1

FCC Form 312 Exhibit E & F Page 2 Upon consummation of the proposed transaction, The Dispatch Printing Company would spin off WBNS-TV, Inc., and VideoIndiana, Inc., such that 99.8 percent of each entity’s issued and outstanding voting stock would be held directly by the Voting Trust. 2 VideOhio, Inc., would become a wholly owned subsidiary of VideoIndiana, Inc. Thus, although The Dispatch Printing Company no longer would be the parent of the Dispatch Licensees, ultimate control of each Dispatch Licensee would remain the same before and after consummation of the transaction. Diagrams depicting the Dispatch Licensees’ pre- and post-transaction ownership structure are set forth in Attachment A hereto. The Dispatch Licensees use the Stations to support their broadcast television operations. Grant of this application accordingly will serve the public interest by allowing the Stations to continue to be used to provide important broadcast programming, including local news and other items of community interest to residents in the Dispatch Licensees’ service areas. 2 There would be no change in the distribution of certificates in the Voting Trust. The remaining 0.2 percent of the shares in each entity would be held by the same owners, in the same proportions, as the non-Voting Trust shares of the Company.

Attachment A DC: 6594589-1

FCC Form 312 Exhibit E & F Before NOTE: All ownership is 100% unless otherwise indicated. The Dispatch Printing Company* WBNS-TV, Inc. VideoIndiana, Inc. VideOhio, Inc. (WBNS-TV, (WTHR(TV), (WALV-CD, Columbus, Ohio) Indianapolis, Indiana) Indianapolis, Indiana) * Nearly all of the issued and outstanding voting stock (99.8 percent) of The Dispatch Printing Company is voted pursuant to the terms of The Dispatch Printing Company Voting Trust. Co-trustees: Michael J. Fiorile, Bradley L. Campbell, Sara W. Perrini, Ann I. Wolfe, and Katherine I. Wolfe. No party holds an attributable interest in The Dispatch Printing Company pursuant to the “equity debt plus” attribution standard set forth in Note 2(i) to Section 73.3555 of the Commission’s rules. DC: 6594589-1

FCC Form 312 Exhibit E & F After NOTE: All ownership is 100% unless otherwise indicated. WBNS-TV, Inc.* VideoIndiana, Inc.* (WBNS-TV, (WTHR(TV), Columbus, Ohio) Indianapolis, Indiana) VideOhio, Inc. (WALV-CD, Indianapolis, Indiana) * Nearly all of the issued and outstanding voting stock (99.8 percent) of this entity is voted pursuant to the terms of The Dispatch Printing Company Voting Trust. Co-trustees: Michael J. Fiorile, Bradley L. Campbell, Sara W. Perrini, Ann I. Wolfe, and Katherine I. Wolfe. No party holds an attributable interest in this entity pursuant to the “equity debt plus” attribution standard set forth in Note 2(i) to Section 73.3555 of the Commission’s rules.


Document Created: 2017-12-15 00:31:56
Document Modified: 2017-12-15 00:31:56
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC