Turner Asks for Quick OK by FCC on CBS Bid

Ted Turner, the Atlanta broadcaster who wants to take over the CBS Television Network, on Friday asked the government to approve his transfer application by July 15 so CBS shareholders can consider his offer for their stock at the same time they consider a similar offer made Wednesday by CBS.

Turner also asked the Federal Communications Commission to declare that CBS’ offer “will constitute a transfer of control of CBS” and to delay the offer by forcing CBS to go through a lengthy approval process.

The CBS offer to buy back 21% of the company’s stock for $40 cash and securities valued at $110 expires July 31.

Under normal circumstances, the FCC would be unlikely to complete review of Turner’s April 18 license transfer request by that time. In fact, the commission staff is still working on details of a one-day informal hearing on the transfer not expected until early August.

Wants OK First

Turner has said he will not start buying CBS stock until he has FCC approval.

The public comment period of Turner’s application has just ended.

“The FCC now has before it a complete record enabling it to resolve the allegations raised in the petition to deny” filed by CBS, the Turner petition said.

Turner’s attorney, former FCC Chairman Charles D. Ferris, argues “both contestants should be able to present their offers to the shareholders concurrently.”

Turner’s proposal contains no cash, but offers to trade securities, which Turner estimates are worth $175, for each share of CBS stock. Most Wall Street analysts have valued the Turner offer closer to $150 per share.

“Incumbent CBS management has blatantly attempted to exploit the delay inherent in (indeed required by) the FCC’s review of TBS’ transfer applications to tilt the playing field so that its version of a leveraged stock purchase is the only game that will ever be played,” Ferris wrote in a letter that was sent to the five FCC commissioners.

‘Immune From Discipline’

He said the CBS offer made on Wednesday and other anti-takeover measures adopted by the CBS board earlier this year “effectively transform CBS from a licensee controlled by its diverse shareholders at large into a licensee in which the control of CBS’ existing shareholders on major issues impacting their investment is diluted into irrelevancy.”

“The CBS board is now absolutely immune from the discipline of the marketplace,” Ferris said.

On Tuesday, the commission will hold a special meeting to decide if it should establish special procedures to handle attempts, such as Turner’s, to buy a broadcast property which technically is not for sale.

Earlier this year, in considering whether to allow a group of dissident stockholders to try to take control of the board of Storer Communications Inc., the commission drew a distinction between “de facto transfer of control” and a “substantial transfer of control.”

In the Storer case, the majority decided that stockholders retained control no matter who was on the stockholder-elected board of directors.