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MEMORANDUM <br /> August 9, 1996 • <br /> Page 2 <br /> required and received from US West, for the purpose of this report, ordinarily the 120-day period <br /> would be calculated from the dateof receipt of FCC 394. However, the Authorities <br /> simultaneously received FCC 394 for a proposed transaction between Continental and US West, <br /> Inc. and FCC 394 for the Meredith/Continental transaction. While the companies held the <br /> position that the transactions were simultaneous and therefore the Authorities' review must be <br /> completed for both transactions within one 120-day period, this office asserted that the <br /> transactions were consecutive and therefore the Authorities would have 120 days for the first <br /> transaction, and another 120 days for the second. It was also obvious that this situation was <br /> unprecedented, and the legal authority was unclear as to the veracity of either position. - <br /> Therefore, the companies and this office on behalf of the Authorities began negotiating a mutually <br /> • <br /> acceptable review time period. Of particular concern to the company was the desire to close the <br /> US West transaction prior to the end of 1996. Consecutive 120-day periods would have exceeded <br /> that closing deadline. The negotiated settlement is set forth in correspondence from the <br /> companies' counsel and a response from our office and is attached hereto collectively as Exhibit 1. <br /> The parties agree to conclude all actions required by the political subdivisions who are members <br /> of the various Authorities on or before September 30, 1996, unless the US West closing deadline <br /> is extended beyond October 1, 1996, in which event the deadline will be extended to October 18, <br /> 1996. <br /> The purpose of this report is to provide the Authorities with an understanding of the <br /> transaction and the standard for review. . <br />