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HomeMy WebLinkAboutCivil Action 92-2494 Time Warner Entertainment Company LP against Federal Communications Commission and United States of America AUNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA ) TIME WARNER ENTERTAINMENT ) COMPANY, L.P., ) 75 Rockefeller Plaza ) New York, N.Y. 10019 ) Plaintiff, ) ) against- ) ) ) FEDERAL COMMUNICATIONS COMMISSION, ) ) Washington, D.C. 20554 ) ) and ) ) UNITED STATES OF AMERICA, ). ) Defendants. ) ) ) Civil Action 1 — c9L19 y COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF 1. Time Warner Entertainment Company, L.P. ("TWE") seeks declaratory and injunctive relief (i) preliminarily and permanently enjoining the -defendants from enforcing Sections 3, 4, 5, 6, 7(b)(4)(B) and (c), 9, 10(d), 11, 15, 19, 24 and 25 of the Cable Television Consumer Protection and Competition Act of 1992 ("1992 Cable Act") (which either add or amend §§,325, 335, 612, 613, 614, 616, 621, 623, 624, 628, 635A and 638 of the Communications Act of 1934 ("1934 Communications Act")), and Sections 611 and 612 of the Cable Communications Policy Act of 1984 ("1984 Cable Act"); and (ii) declaring Sections 3, 4, 5, 6, 7(b)(4)(B) and (c), 9, 10(d), 11, 15, 19, 24 and 25 of the 1992 Cable Act and Sections 611 and 612 of the 1984 Cable Act to be unconstitutional, void and of no effect. Introduction 2. The printed word is no longer the only, or even the primary, means of mass communication. The past 50 years have witnessed the development of vast new networks of electronic media for the dissemination of news, informa- tion and entertainment via television. In the first wave of the video revolution, broadcast television made possible instantaneous communication between broadcast television stations distributing their signals from terrestrial transmitting antennas and anyone within the station's transmitting range who owned a television set. In that era, most Americans had no more than three broadcast networks and a handful of independent stations to choose from, which provided homogeneous programming. The programming was developed to suit the broadest cross-section of America. Indeed, a former FCC chairman termed television in this first wave the "Vast Wasteland". 3. In the second wave of that revolution, cable television systems, which transmit from approximately 12 to 150 channels of video programming by means of coaxial and -2- fiber optic cable, have made it possible to communicate a vast array, of news, information and entertainment programming to persons within the system's service area who pay a fee to subscribe. 4. As part of the cable revolution, a large number of new programming services have been developed. These are typically distributed by means of satellite to cable operators and others, who in turn distribute such programming services to their subscribers. The cable revolution has made possible the development of both general entertainment programming services and more specialized services that present programming on such subjects as news, religion, financial information, government, law, education, music and minority affairs. Many individual cable systems also create their own programming services. For example, TWE's cable systems in the New York City area produce and offer to their subscribers a 24-hour local news service called New York 1. 5. In addition to cable, a number of other tech- nologies, including home satellite dishes, videocassettes, video disks, satellite master antenna television systems and multichannel multipoint distribution systems, have been developed that compete with both broadcast and cable in communicating news, information and entertainment. -3- 6. Because cable operators and programmers are engaged in the communication of news, information and entertainment, courts have long recognized that cable communications are protected under the First Amendment of the United States Constitution. . As the Supreme Court has stated, communications via cable "plainly implicate First Amendment interests". Los Anaeles v. Preferred Communica- tions. Inc., 476 U.S. 488, 494 (1986). In creating programming and in selecting programming to offer to their subscribers, cable operators exercise editorial discretion similar to that of newspaper editors in determining what to print. The exercise of that discretion is protected under the First Amendment. Preferred Communications, 476 U.S. at 494; FCC v. Midwest Video Corp., 440 U.S. 689, 707 (1979); Ouincy Cable TV. Inc. v. FCC, 768 F.2d 1434, 1452 (D.C. Cir. 1985), cert. denied, 476 U.S. 1169 (1986) ("Quincy"). 7. The provisions of the 1992 Cable Act and the 1984 Cable Act that TWE challenges through this action single out cable operators and affiliated programmers for restrictions on their ability to communicate that would be patently unconstitutional if applied to traditional print media. Among other things, the challenged legislation: (a) requires cable operators to deliver to their subscribers the programming of certain commercial and noncommercial broadcast television stations, regardless -4- of whether the operators wish to offer or their subscribers wish to receive such programming; (b) requires cable operators to set aside a substantial portion of the channels that constitute their communicative capacity for "public, educational and governmental" ("PEG") programming and to lease other channels to unaffiliated programmers, without regard to the operator's willingness to convey or to be associated with the views expressed or material included in such programming; (c) forbids cable operators to exercise editorial discretion with respect to the broadcast, PEG and leased access programming it requires them to carry; (d) specifies the content of cable operators' lowest -price or "basic" service offering and enables municipal officials and/or defendant Federal Communica- tions Commission to set the price of other non -premium services; (e) purdens cable operators' exercise of editorial discretion by requiring them to notify their subscribers in advance of free previews of certain programming; (f) singles out those programmers that have ownership affiliations with cable systems for special regulations requiring them, with very limited -5- exceptions, to sell their programming to all distributors on the same terms and conditions and specifying the terms and conditions on which they may sell, abrogating their ability to maintain exclusive relationships with cable operators and, potentially, requiring them to.provide their programming to essentially any distributor; and (g) requires the FCC to consider the "necessity" of placing limits on the ability of cable operators to engage in the production and creation of programming. 8. The 1992 Cable Act, through many of its provisions, makes these unprecedented intrusions into the constitutionally -protected editorial discretion of cable operators and cable programmers for the purpose of placing special burdens upon a narrow class of speakers who own both cable television systems and cable programming services, and for the purpose of favoring traditional broadcast interests over the more technologically -advanced cable operators and programmers. 9. Congress explicitly stated that one principal purpose of the Act was to maintain "[t]he economic viability of free local broadcast television" (1992 Cable Act § 2(a)(16)) in view of the "marked shift in market share from broadcast television to cable television services" (id. § 2(a)(13)). Congress thus intended the 1992 Cable Act to -6- favor traditional broadcasting interests over cable operators and cable programmers, and to secure for the broadcasting interests patronage and viewership that they have been unable to garner when competing with cable operators and programmers in the economic marketplace and in the marketplace of ideas. Congress has no authority to vitiate the rights of new speakers simply to save the old ones from the march of technology. 10. As justification for these intrusive measures, Congress has proffered various "findings" that are palpably contrary to fact. For example, § 2(a)(4) of the 1992 Cable Act states that "the cable industry has become highly concentrated", with such "potential effects" as "barriers to entry for new programmers and a reduction in the number of media voices available to consumers". In fact, however, the cable industry is not "highly concentrated" by any customary economic measure (the ten largest multiple system operators account for fewer than 55% of all cable subscribers), and an effect of the increasing size of larger cable operators has been to enhance their ability to finance new programming ventures and thus increase the number of "media voices" that are available. Since cable television prices were deregulated by the 1984 Cable Act, no fewer than 40 new programming services have been launched, many of them financed in whole or part by cable operators. -7- 11. In a strikingly Orwellian touch, Congress has sought to justify its sweepinginterference with the First Amendment rights of cable operators and cable programmers by invoking the First Amendment itself. For example, the legislation assertedly rests in part on the "First Amendment interest in promoting a diversity of views provided through multiple technology media" (1992 Cable Act § 2(a)(6)), and a "First Amendment interest in ensuring that cable subscribers have access to local noncommercial educational stations" ( § 2(a) (7)). 12. Our Constitution does not work that way. The First Amendment is not a source of legislative power, enabling Congress to penalize eme group of speakers in order to benefit another in the name of First Amendment "values" such as "diversity". On the contrary, the First Amendment limits Congress's power to legislate, and it prohibits legislation such as that at issue here. Jurisdiction and Venue 13. This action arises under §§ 3-7, 9-11, 15, 19, 24 and 25 of the 1992 Cable Act, §§ 611 and 612 of the 1984 Cable Act, and the First and Fifth Amendments to the United States Constitution. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331. 14. Venue is proper in this Court under 28 U.S.C. § 1391(e) . -8- 15. This Court has power to provide declaratory and other necessary and proper relief under 28 U.S.C. §§ 2201 and 2202. 16. Convening of a district court of three judges is required by Section 23 of the 1992 Cable Act (adding § 635(c)(1) to the 1934 Communications Act), and 28 U.S.C. § 2284. Parties 17. Plaintiff TWE is a limited partnership organized under the laws of the State of Delaware. TWE's principal place of business is located at 75 Rockefeller Plaza, New York, New York. 18. Defendant Federal Communications Commission ("FCC") is an independent agency of the United States Government created under the Communications Act of 1934, as amended, 47 U.S.C. § 151, et seq. The FCC has its principal place of business in Washington, District of Columbia. 19. Defendant United States of America is'also a Party. Background I. THE FIRST AMENDMENT FRAMEWORK 20. The First Amendment provides that "Congress shall make no law . . . abridging the freedom of speech, or of the press". U.S. Const. Amend. I. -9- 21. Cable operators and programmers, like news- papers and magazines, are First Amendment speakers entitled to Constitutional protection. The Supreme Court recently reaffirmed that "[c]able television provides to its subscribers news, information, and entertainment. It is engaged in 'speech' under the First Amendment, and is, in much of its operation, part of the 'press.'" Leathers v. Medlock, U.S. , 111 S. Ct. 1438, 1442 (1991). 22. The freedom to exercise editorial discretion to determine what news, information and entertainment to disseminate --and what not to disseminate --is central to the freedom of the press that the First Amendment protects. The Supreme Court has held that under the First Amendment, a newspaper cannot be compelled to publish information that it does not wish to publish. The Court explained its rationale as follows: "A newspaper is more than a passive receptacle or conduit for news, comment and advertising. The choice of material to go into a newspaper, and the decisions made as to the limitations on the size and content of the paper, and treatment of public issues and officials --whether fair or unfair --constitute the exercise of editorial control and judgment." $iami Herald Publishina Co. v. Tornillo, 418 U.S. 241, 258 (1974) (footnote omitted). Similarly, the Court has repeatedly held that, under the First Amendment, a speaker cannot be compelled to disseminate views that it -10- does not wish to disseminate. pacific Gas & Elec. Co. v. Pud is Utils. Comm'n, 475 U.S. 1 (1986); Wooley v. Maynard, 430 U.S. 705, 716-17 (1977). 23. Cable operators select which programming sources to include in the array of programming they offer their subscribers. For example, cable operators must choose from among a vast array of programming services devoted to such subjects as news and political developments (C -SPAN I and II, Cable News Network, Consumer News and Business Channel), law (Courtroom Television Network), religion (National Jewish Television, VISN), music (MTV, Video Hits -1, The Nashville Network), minority interests (Black Entertainment Television, Galavision), education (The Discovery Channel, Mind Extension University), sports (ESPN, Sportschannel) and general entertainment programming (USA Network, WTBS, TNT). In making such choices, cable operators exercise editorial discretion --the same type of discretion employed by newspaper editors in determining the content of a daily newspaper. 24. Similarly, cable operators often develop their own distinctive programming for distritution to their subscribers. For example, many of the programming services that characterize contemporary cable communications, including Home Box Office, Showtime, MTV and C -SPAN, were initially developed or substantially capitalized, in whole -11- or in part, by cable operators, who created such services, in part, to enhance their ability tw compete with traditional media such as broadcast television stations. In addition, individual cable systems often create their own distinctive local programming, as TWE has done with its New York 1 news service in New York City and with its local news services in other locations, including Ithaca and Rochester, New York. 25. The Supreme Court has stated that cable operators exercise "a significant amount of editorial discretion regarding what their programming will include". Midwest Video Corp., 440 U.S. at 707. Similarly, it has stated that "through original programming or by exercising editorial discretion over which stations or programs to include in its repertoire, [a cable operator] seeks to communicate messages on a wide variety of topics and in a wide variety of formats". Preferred Communications, 476 U.S. at 494. As the Court of Appeals for the District of Columbia Circuit has noted, it is now "clearly established" that in selecting or creating programs and program sources to offer to their subscribers, "cable operators engage in conduct protected by the First Amendment". Quingy, 768 F.2d at 1444. 26. Cable programmers are also First Amendment speakers. Many programmers produce their own programming, -12- devoted to such diverse subjects as news and political events, religious subjects, education, music and general entertainment. Such programming reflects its originator's distinctive approach and point of view. In addition, when they make use of programming created by others, programmers exercise substantial editorial discretion in determining what to include --and what not to include --in the programming services that they offer. Cable programmers also decide, as any speaker does, where, when, by what means, to whom and on what terms they wish to communicate the news, information and entertainment that they offer. II. TWE ENGAGES IN CABLE COMMUNICATIONS THAT ARE PROTECTED BY THE FIRST AMENDMENT 27. TWE is a partnership, the majority of which is indirectly owned and fully managed by Time Warner Inc., which is a publicly traded Delaware corporation. TWE is comprised principally of three unincorporated divisions: Time Warner Cable ("TWC"), which operates cable television systems; Home Box Office ("HBO"), which operates pay television programming services; and Warner Bros., which produces and distributes motion pictures and television programs. TWE also owns, directly or indirectly, interests in various other cable television programming services, some of which it manages. Each of its divisions engages in -13- communicative activity that is protected by the First Amendment. A. TWE's Communicative Activities as a Cable Operator 28. Through TWC, TWE owns and operates cable systems in approximately 1000 franchise areas throughout the United States, which have a combined book value of approximately $8.2 billion, and which reach approximately 6.9 million subscribers. TWE and its predecessors built and acquired these costly assets with the expectation that they would have the ability to use those capacities without government interference, like any other speaker. TWC's cable systems have channel capacities that generally range from 30 to 70 channels. TWC's cable system in one test area in Queens, New York, which uses advanced fiber optic technology, has the capacity to provide up to 150 channels of programming to its subscribers. 29. TWC and its local divisions exercise editorial discretion in determining which program services should be offered to its subscribers. In making such determinations, TWC personnel choose from among the entire array of programming services that are available. They take into account such factors as local tastes; local demographic characteristics, including such variables as age, household size and composition, income levels, occupational -14- characteristics and educational attainments; the quality of programming; the needs and interests of identifiable segments of the local population, including minority and ethnic groups; system channel capacity; and the availability of news, information and entertainment to cable subscribers from non -cable sources, including broadcast television stations, movie theaters, video cassettes, cultural and sporting events and non -electronic media. The content of programming services is often decisive in making such determinations. For example, a TWC cable system located in a conservative "middle American" community may choose to offer subscribers a greater array of Christian religious programming, while a TWC system located in an ethnically diverse urban center might place greater emphasis upon program services, including those oriented to persons who speak languages other than English, that would have appeal to large segments of the local population. For example, TWC's cable system in Queens, New York, a community rich in ethnic diversity, offers a Greek, Korean and Hindi channel, among others. 30. TWC cable systems continually refine their channel line-ups to increase subscriber satisfaction and appeal. Over 55 different program services are carried by at least one TWC cable system; it is estimated that there are no more than three program services that are carried by -15- all TWC cable systems. Where a particular program service is carried in all or virtually all TWC systems, it is because that.service has demonstrated broad appeal to United States television audiences and is an economically attractive choice. 31. In addition to deciding which services to carry, TWC systems also decide how services are to be "packaged" in offerings to subscribers. In most TWC systems, subscribers can choose from among two or more packages or "tiers" of services, for which different prices are charged, and can also elect to purchase premium and pay-per-view services, for which an additional charge is made. TWC systems typically c`fer a "basic" tier of services and a "standard" tier, with the latter including a large array of satellite -delivered programming services, and subscribers are usually required to purchase the "standard" tier in order to purchase premium or pay-per-view services. Premium services are often offered in discounted packages to subscribers.who wish to purchase more than one such service. TWC personnel structure such programming tiers and packages based on judgments about local preferences similar to those described above with respect to the choice of individual program services. 32. TWC cable systems also exercise editorial discretion in determining the channel numbers on which -16- particular programming will be offered. Channel positioning decisions take into account such factors as subscriber convenience, popularity of the service and the operators' marketing goals. Operators sometimes place a particular service on a particular channel in order to standardize the channel line-ups of systems in a particular locality for purposes of maximizing subscriber convenience and satisfaction. 33.. TWC cable systems are also active in the production of original programming that is offered to their local subscribers. The New York 1 service recently launched in TWE's New York City cable systems offers continuous 24-hour coverage of local news and events in New York City - The TWC systems located in .Ithaca and Rochester, New York, also produce and offer local news programs to their subscribers. Many of TWC's other cable systems engage in the creation and production of their own original programming to some extent. 34. TWC's cable systems compete with a wide variety of alternate sources of news, information and entertainment.. In particular, TWC's cable systems compete with broadcast television stations, which, unlike cable systems, offer their programming without direct charges to viewers. -17- 35. Although TWC's cable systems compete with broadcast television stations, the cable industry is different from the broadcasting industry. There are no physical limitations on the ability to construct multichannel video distribution systems equivalent to the physical scarcity of the broadcast spectrum. 36. TWC's cable systems also compete with other means of delivering video programming to consumers, includ- ing satellite master antenna television ("SMATV") systems, in which apartments in a multiple dwelling unit ("MDU") are connected to antennas capable of receiving satellite - delivered program services that are located on the premises (some SMATV systems use microwave relays to connect multiple MDUs to a single satellite receiving antenna); multichannel multipoint distribution systems ("MMDS"), often called "wireless cable", which deliver one or multiple channels of programming to subscribers by means of terrestrial microwave antennas; home satellite dishes ("TVROs"), which enable their owners to receive a vast array of programming services that are transmitted by satellite, either thrcugh a subscription agreement that is arranged directly with the programmers or indirectly through any of a large number of program packagers, or, in many instances, free of charge; and video cassettes and video disks, which consumers may rent or buy for viewing on video cassette players. -18- 37. TWC's cable systems also compete with the tra'itional print media, part.cularly newspapers and magazines, especially in the provision of news. Cable television, as an electronic publisher, has become a vital, if not primary, source for the public of news, opinion and other information. TWC's cable systems also compete with radio, especially in the provision of music, and with all these media and broadcast television stations for advertising. B. TWE's Communicative Activities as a Cable Programmer 38. TWE operates as a cable programmer principally through its HBO division ("HBO"). 'HBO operates two programming services known as Home Box Office (the "HBO Service") and Cinemax. HBO also owns and operates, through a joint venture with Viacom International Inc., a programming service known as Comedy Central. TWE or its affiliated entities also have interests in various other programming services, including E! Entertainment Television, which HBO manages; QVC Network; Sunshine Network; Black Entertainment Television ("BET"); Courtroom Television Network; The Travel Channel; and, through an investment in Turner Broadcasting, Cable News Network ("CNN"), Headline News, WTBS, TNT and The Cartoon Network. -19- 39. Both the HBO Service and Cinemax are premium television programming services, i.e.,, they are sold to subscribers on a per -channel basis for a monthly subscription fee that is incremental to the monthly fee for the programming tier the subscriber has selected. HBO has recently introduced "multiplexing", in which its program services are offered on two or three channels, using differentiated schedules so that each channel offers different types of programming at any given time in order to appeal to various audiences. 40. The HBO Service and Cinemax are offered to subscribers by cable operators and MMDS and SMATV system operators. They are also offered on a subscription basis to owners of C -band home satellite dishes, both directly by HBO and by packagers of satellite programming, such as Superstar Connection, Consumer Satellite System and the National Rural Telephone Cooperative, which HBO has authorized to act as distributors. 41. The HBO Service offers a wide variety of programming, including motion pictures, sporting events, concerts and documentaries. Cinemax consists primarily of motion pictures. HBO exercises editorial discretion in determining which programs to include in its program services. In making such determinations, it takes into account such factors as the nature, content and quality of -20- the programming, its acceptance by audiences in other media, its timeliness in relation to current events and issues, and other factors. 42. Since its inception, HBO has produced (or others have produced for it) its own programs for exhibition on its programming services, particularly on the HBO Service. Such programs often address issues that are controversial or have great social or political significance; in recent years, for example, abortion (A Private Matter; The Becky Bell Story: Public Law 106; Abortion: Desperate Choices), gun control (Without Warning: The James Brady Story; Guns: A Dav in the Death of America), AIDS (AIDS: Everything You and Your Family Need to Know . . .; Common Threads: Stories from the Quilt; First Love Fatal Love) and children's advertising (Buy Me That!; puv Me That Too!). HBO has also produced (or others have produced for it) programs that are critical of -major U.S. corporations and of the U.S. government as well, such as jfterburn (criticizing the U.S. Air Force and General Dynamics in the handling of the death of a pilot in an F-16 test flight) and The Tragedy of Flight 103 (which was critical of the Federal Aviation Administration and Pan American World Airways). HBO also produces programming for others, including broadcasters. -21- 43. Comedy Central, a non -premium service in which TWE owns a 50% interest, offers comedy programming, including political satire such as Indecision '92 and State of the Union Undressed. Court TV, a non -premium service in which TWE owns a one-third interest, provides coverage of notable, and often controversial, judicial proceedings. Both Comedy Central and Court TV are relatively new services. Comedy Central was established in April 1991, Court TV in July 1991. C. TWE's Communicative Activities as a Program Creator 44. Warner Bros. is a major producer of theatrical motion pictures and televisicn programs. It licenses its motion pictures for exhibition in movie theatres, on video cassettes and video disks and by video programmers, including pay-per-view services, premium services, basic services and network and independent television stations. Among other things, Warner Bros. produces topical and sometimes controversial' films that generate national debate including, most recently, ,TRK and pew Jack City. The Challenged Legislation and Its Effects on TWE 45. In a patently unconstitutional abuse of federal legislative power, certain provisions of the 1992 Cable Act and the 1984 Cable Act vastly circumscribe the editorial discretion of cable operators and cable -22- programmers and program creators who produce programs and films for television and cable distribution. Among other things, the challerged legislation: (a) overrides the editorial discretion of cable operators to determine which programming they will --or will not --offer to their subscribers by requiring them to (i) exhibit specified commercial and noncommercial broadcast television stations, (ii) offer so-called "public, educational and governmental" or "PEG" channels, which are often programmed by municipal franchising authorities; (iii) make a significant portion of their channel capacity available for lease to unaffiliated programmers, expressly forbidding operators to exercise any editorial control over the content of such programs; and (iv) undertake the burdensome and expensive process of giving notice to subscribers thirty days in advance of offering any free programs, regardless of the content of the programs; (b) gives certain especially influential and powerful broadcast television stations the option to force cable operators to pay to retransmit their programming; and (c) overrides the editorial discretion of cable operators to choose the channels on which they will carry particular programming services. -23- 46. The 1992 Cable Act also singles out for special treatment a narrow class of cable speakers who, like plaintiff, are vertically integrated in that they own both cable systems and cable programming services. The Act applies to such speakers numerous restrictions on their speech that do not apply either to cable speakers that are not vertically integrated or to non -cable speakers. For example, the Act: (a) subjects cable programmers in which a cable operator has an "attributable interest" to federal regulation of the price, terms and conditions on which they may disseminate their programming, and may (through FCC regulations) _equire such programmers to sell their programming to any distributor, without regard to whether the programmer wishes to communicate to or through such a distributor; similar restrictions are not imposed on competing programmers that are not affiliated with a cable operator; (b) forbids programmers in which a cable operator has an "attributable interest" to distribute their programming services through cable operators on an exclusive basis unless permitted to do so by the FCC, thus potentially impairing the ability of such programmers to select their audiences and limiting their ability to gain distribution in situations in -24- which a cable operator for legitimate reasons desires exclusive distribution rights; this burden is not imposed on competitive services that lack cable affiliations; and (c) limits the ability of cable operators to offer to their subscribers any program service in which a cable operator has an "attributable interest", thus denying subscribers access'to certain services as well as impairing the ability of cable operators to engage in protected speech; such restrictions are not imposed on other programmers. 47. The 1992 Cable Act and the 1984 Cable Act contain additional provisions that'limit or burden the ability of cable operators and/or cable programmers to communicate with their audiences that are not imposed upon other speakers. These include provisions that: (a) specify the content of cable operators' basic service offerings and subject cable operators' rates for those offerings and other non -premium services to municipal and/or federal regulation; (b) chill and threaten to limit cable operators' abilities to create their own programming; (c) require the FCC to promulgate regulations that limit the number of subscribers a cable operator -25- may have, and thus the size of the audience with which a cable operator may communicate; and (d) authorize the same municipal authorities that regulate private cable operators to own and operate cable systems without a franchise regulating their conduct and with immunity from liability in damages for any misconduct in which they may engage. III. DIRECT INTERFERENCE WITH CABLE OPERATORS' EDITORIAL DISCRETION: THE MUST CARRY, RETRANSMISSION CONSENT AND FREE REVIEW RESTRICTION PROVISIONS OF THE 1992 CABLE ACT AND THE PEG AND LEASED ACCESS PROVISIONS OF THE 1984 CABLE ACT A. The Statutory Scheme 1. The Must Carry and Retransmission Consent Provisions of the 1992 Cable Act 48. Sections 4 and 5 of the 1992 Cable Act amend the 1934 Communications Act by adding, respectively, Sections 614 and 615 (the "must carry provisions"). The 1992 Cable Act imposes upon cable operators onerous "must carry" obligations which compel operators to provide to their subscribers certain commercial and noncommercial broadcast television stations, regardless of whether operators wish to carry such stations or their subscribers wish to receive them. Thn 1992 Cable Act also empowers broadcast television stations to withhold consent for -26- retransmission of their signals unless the cable operator pays them a fee. The Act thus dictates a significant part of the content of the news, information and entertainment that cable operators must provide to the 60% of American households that they serve. The must carry provisions of the 1992 Cable Act are even more intrusive than the FCC's former must carry rules, which the federal courts have repeatedly struck down as unconstitutional. Century Communications Corp. v. FCC, 835 F.2d 292, 304-05 (D.C. Cir. 1987), cert. denied, 486 U.S. 1032 (1988); Quincy, 768 F.2d at 1454. a. Commercial Station Must Carry Obligations 49. Section 614(a) provides that "[e]ach cable operator shall carry, on the cable system of that operator, the signals of local commercial television stations and qualified low power stations as provided by this section". 50. Section 614(b)(1)(A) provides that operators of cable systems with 12 or fewer channels "shall carry the signals of at least three local commercial stations". (Section 614(b)(1)(A) exempts a cable system having fewer than 300 subscribers from its requirements, but only "so long as such system does not delete from carriage by that system any signal of a broadcast television station".) Section 614(b)(1)(B) provides that operators of cable systems with more than 12 channels "shall carry the signals -27- of a number of local commercial stations, up to one-third of the aggregate number of usablc activated channels". Section 614(h)(1) defines "local commercial television station" as "any full power television broadcast station, other than a qualified noncommercial educational television station within the meaning of section 615(1)(1) . . . that, with respect to a particular cable system, is within the same television market as the cable system". 51. Section 614(b)(2) provides that if the number of local commercial television stations "exceeds the maximum number of signals a cable system is required to carry" under Section 614(b)(1), then the operator "shall have discretion in selecting which such stations shall be carried on its cable system", but the Act further provides that "under no .circumstances shall a cable operator carry a qualified low power station in lieu of a local commercial television station", and, if the operator chooses "an affiliate of a broadcast network", then the operator "shall carry the affiliate of such broadcast network whose city of license reference point . . . is closest to the principal headend of the cable system". 52. Section 614(b)(3)(A) requires the operator to carry the program signals of each commercial broadcast tele- vision station that it is obligated to carry under the must carry provisions "in its entirety". Section 614(b)(3)(B) -28- further requires the operator to "carry the entirety of the prcjram schedule of any television station carried on the cable system unless carriage of specific programming is prohibited, and other programming authorized to be substituted", under FCC regulations. 53. Section 614(b)(6) provides that "[e]ach signal carried in fulfillment of the carriage obligations of a cable operator under this section shall be carried on the cable system channel number on which the local commercial television station is broadcast over the air, or on the channel on which it was carried on July 19, 1985" --the day the FCC's original must carry rules were struck down as unconstitutional --"or on the channel on which it was carried on January 1, 1992, at the election of the station". 54. Section 614(b)(10) provides that a cable operator "shall not accept or request monetary payment or other valuable consideration in exchange either for carriage of local commercial television stations in fulfillment of the requirements of this section or for the channel positioning rights provided to such stations under this section". 55. Under Section 614(c), if there are not enough signals of "full power local commercial television stations" to "fill the channels set aside" under Section 614(b), an operator having 35 or fewer "usable activated channels" is -29- required to carry one qualified low power television station, and an operator having more than 35 "usable activated channels" is required to carry two qualified low power television stations. 56. Under Section 614(d), the FCC is given authority to order a cable operator to carry, or to reposition, a commercial broadcast television station in accordance with the other provisions of Section 614 upon complaint of the station. b. Noncommercial Station Must Carry Obliaations 57. Section 615(a) provides that "[i]n addition to the carriage requirements set forth in section 614, each cable operator of a cable system shall carry the signalsof qualified noncommercial educational television stations in accordance with the provisions of this section". 58. Under Section 615(b)(2)(A), operators of cable systems with 12 or fewer channels "shall be required to carry the signal of one local noncommercial educational television station". Section 615(b)(2)(B) provides that, if there is no such station locally available, the operator "shall import and carry on that system" the signal of such a station from another community. 59. Under Section 615(b)(3), operators of cable systems with 13 to 36 channels must carry the signals of at least one, and as many as three, local noncommercial -30- educational television stations. Section 615(b)(3)(B) provides that, if no such station is locally available, the system "shall import and carry on that system" the signal of such a station from another community. 60. Section 615(c) provides that "all cable operators shall continue to provide carriage to all qualified local noncommercial education television stations whose signals were carried on their systems as of• March 29, 1990", even if that means carrying a greater number of local noncommercial stations than the cable operator would otherwise be required to carry under Section 615. 61. Section 615(g)(1) requires a cable operator to transmit the signal of local noncommercial educational television stations "in its entirety". 62. Section 615(g)(5) provides that "[e]ach signal carried in fulfillment of the carriage obligations of a cable operator under this section shall be carried on the cable system channel number on which the qualified local noncommercial educational television station is broadcast over the air, or on the channel on which it was carried on July 19, 1985," --the day when the FCC's original must carry rules were struck down as unconstitutional --"at the election of the station". 63. Section 615(i)(1) provides that a "cable operator shall not accept monetary payment or other valuable -31- consideration in exchange for carriage of the signal of any qualified local noncommercial educational television station carried in fulfillment of the requirements of this section". 64. Section 615(j) gives the FCC authority to order a cable operator to offer the signal of a qualified noncommercial educational television station in compliance with the other provisions of Section 615. c. The Retransmission Consent Provisions 65. Section 6 of the 1992 Cable Act amends Section 325 of the Communications Act of 1934 (codified at 47 U.S.C. § 325) (the "retransmission consent provisions").. Under Section 325(b)(1), as amended, "no cable system or ether. multichannel video programming distributor shall retransmit the signal of a broadcasting station, or any part thereof, except . . . with the express authority of the originating station; or . . . pursuant to Section 614, in the case of a station electing, in accordance with this subsection, to assert the right to carriage under such section". If a station elects retransmission consent treatment under Section 325(b) instead of must carry treatment under Section 614, a cable operator may not carry that station's signal without the station's permission. -32- 66. Upon information and belief, stations electing retransmission consent treatment will withhold their consent unless the cable operator pays them a substantial fee. 67. Upon information and belief, only the most popular, influential and powerful stations will be in a position to elect retransmission consent treatment. Upon information and belief, such stations will attempt to extract substantial payments from cable operators, including plaintiff, for the right to retransmit their programming. On information and belief, cable operators will generally be unwilling to pay a fee for less popular stations, leaving those stations no choice but to opt for must carry treatment. 2. The PEG Provisions of the 1984 and 1992 Cable Acts 68. Section 611 of the 1984 Cable Act permits municipal franchising authorities to require the cable operators they regulate to set aside channel capacity for public, educational or governmental ("PEG") uses (the "PEG provisions"). Section 611(b) provides, inter alia, that "a franchising authority may in its request for proposals require as part of a franchise . . . that channel capacity be designated for public, educational, or governmental use". There is no statutory limitation upon the number of PEG channels that a franchising authority may require. -33- 69. Section 7(b) of the 1992 Cable Act amends Section 621(a) of the 1984 Cable Act. As amended, Section 621(a)(4)(B) provides that a franchising authority "may require adequate assurance that the cable operator will provide adequate public, educational, and governmental access channel capacity, facilities, or financial support". 70. Section 611(e) of the 1984 Cable Act also provides, inter Alia, that "a cable operator shall not exercise any editorial control over. any public, educational, or governmental use of channel capacity". 71. Section 25 of the 1992 Cable Act expressly limits the portion of channel capacity that a direct broadcast satellite ("DBS") service must reserve for educational or informational use. While 4 to 7 percent of a . DBS service must be reserved for such uses, cable operators, in contrast, are subject to potentially limitless requirements. Section 25 of the 1992 Cable Act, in conjunction with Section 611 of the 1984 Cable Act, targets cable operators and dimihishes their ability to speak while favoring the speech of DBS services. 72. The PEG requirements imposed on DBS operators by the 1992 Cable Act are less onerous than the requirements the Act permits municipal authorities to impose upon cable operators. In addition, no PEG or similar requirements are -34- imposed upon other providers of video programming, including SMATV and MMDS systems and broadcast television stations. 73. By requiring DBS operators to dedicate from 4 to 7 percent of their channel capacity to noncommercial programming of an educational or informational nature, Section 25 limits opportunities of programmers, like HBO, to communicate to or through DBS operators by limiting the number of DBS channels available. DES services may not have sufficient channel space to offer HBO. 3. The Leased Access Provisions of the 1984 and 1992 Cable Acts 74. Section 612 of the 1984 Cable Act requires cable operators to set aside a substantial portion of their channels for lease to unaffiliated programmers (the "leased access provisions"). Section 612(b)(1) of the 1984 Cable Act provides, inter alia, that "a cable operator shall designate channel capacity for commercial use by persons unaffiliated with the operator". 75. Section 612(b)(1)(A)-(C) of the 1984 Cable Act requires cable operators to designate their channels for leased access use as follows: A. "an operator of any cable system with 36 or more (but not more than 54) activated channels shall designate 10 percent of such channels which are not otherwise required for use (or the use of which is not prohibited) by Federal Law or regulation"; -35- B. "an operator of any cable system with 55 or more (but not more than 100) activated channels shall lesignate 15 percent of such channels which are not otherwise required for use (or the use of which is not prohibited) by Federal Law or regulation"; and C. "an operator of any cable system with more than 100 activated channels shall designate 15 percent of all such channels". 76. Section 612(c)(2) of the 1984 Act also provides that with respect to leasing channels: "A cable operator shall not exercise any editorial control over any video programming provided pursuant to this section or in any other way consider the content of such programming, except that an operator may consider such content to the minimum extent necessary to establish a reasonable price for the commercial use of designated channel capacity by an unaffiliated person." 77. The challenged legislation does not impose leased access requirements upon SMATV and MMDS systems, C -band distributors, DBS operators or other providers of video programming. 78. As originally. enacted, Section 612(c)(1) of the 1984 Cable Act permitted the cable operator to establish the price, terms and conditions upon which it would lease channels. Section 9 of the 1992 Cable Act amends Section 612(c) of the 1984 Act by adding Section 612(c)(4). Section 612(c)(4)(A) authorizes the FCC to "determine the maximum reasonable rates that a cable operator may -36- establish . . . for commercial use". As amended, Section 612(c)(4)(A) also authorizes the FCC to "establish reasonable terms and conditions" for commercial access carriage agreements. 79. As originally enacted, Section 638 of the 1984 Cable Act exempted cable operators from criminal and civil - liability with respect to obscene matters that they were compelled to carry on PEG or leased access channels. Section 10(d) of the 1992 Cable Act amends Section 638 so as to eliminate this exemption from criminal and civil liability if a program "involves obscene materials". 80. Thus, under Section 638, as amended, a cable operator is exposed to criminal prosecution or civil liability as to obscene programming created by others that' the PEG and leased access provisions require the operator to carry. Section 10(a) of the 1992 Cable Act purports to resolve this problem with respect to leased access programming by amending §612(h) of the 1984 Cable Act to permit a cable operator to prohibit or restrict indecent matter on leased access channels. This power does not extend to PEG programming. As to leased access programming, it requires the cable operator to risk civil liability to an aggrieved leased access programmer, or criminal or civil liability under obscenity laws, if its decisions should later be determined to have been incorrect. As to PEG -37 programming, the operator cannot even attempt to protect itself from such liability. 81. Neither the 1992 Cable Act nor any other law imposes leased access requirements upon SMATV or MMDS systems, DBS operators or other providers of video programming. 4. The Free Preview Restriction Provision of the 1992 Cable Act 82. Section 15 of the'1992 Cable Act (the "free preview restriction" provision) provides, inter alia: "If a cable operator provides a premium channel without charge to cable subscribers who do not subscribe to such premium channel, the cable operator shall, not later than 30 days before . . . notify all cable subscribers when the cable operator plans to offer a premium channel without charge." 83. Section 15 defines the term "premium channel" as "any pay service offered on a per channel or per program basis, which offers movies rated by the Motion Picture Association of America as X, NC -17, or R." 84. By its terms, Section 15 is unconstitutionally overbroad in that it requires cable operators to give notice when free programming of a premium channel will be offered, whether or not the movies or programs intended to be offered free of charge in the preview to the subscribers include materials rated X, NC -17 or R. Likewise, the Joint -38- Explanatory Statement of the Committee of Conferences contains no reference to any prerequisite that those programs in fact contain indecent or offensive material in order for cable operators to be precluded from providing free previews without first giving notice. 85. The free preview restriction provision impermissibly sweeps into its ambit all speech--the type that Congress may have a legitimate interest in keeping from certain viewers, such as children, and the type it most certainly does not. The provision is further overbroad on its face by requiring cable operators to "notify All cable subscribers that the cable operator plans to provide a premium channel without charge" (emphasis added), without regard to whether those subscribers already subscribe to the premium channel. 86. The challenged legislation does not impose the same requirements upon SMATV and MMDS systems, C-band distributors, DBS operators or other providers of video programming. B. Irreparable Injury to TWE as a Result of the Must Carry. Retransmission Consent and Free Preview es ov s o s Leased Access Provisions of the 1984 Cable Act. 1. Irreparable Iniury•to TWE as a Cable Operator 87. Individually and together, the must carry, retransmission consent and free preview restriction provisions of the 1992 Cable Act and the PEG and leased access provisions of the 1984 Cable Act unconstitutionally infringe the plaintiff's First Amendment rights as a cable operator to exercise editorial discretion in determining which programs to offer to its subscribers. Because these provisions, individually and t...dether, abridge plaintiff's First Amendment rights, irreparable injury is presumed under law. 88. The must carry provisions of the 1992 Cable Act abridge plaintiff's First Amendment rights by forcing it to serve as a "passive conduit" for the speech of others. The must carry provisions completely eliminate plaintiff's constitutionally protected editorial discretion to determine which broadcast stations to offer to its subscribers. Like the must carry rules promulgated by the FCC that were struck down by the United States Court of Appeals for the District of Columbia Circuit in Quincy, 768 F.2d at 1454, the must carry provisions of the 1992 Cable Act "coerce speech; they -40- require the operator to carry the signals of local broadcasters regardless of their content and irrespective of whether the operator considers them appropriate programming for the community it serves". Ouincy, 768 F.2d at 1452. The must carry provisions of the 1992 Cable Act are far more intrusive and draconian than the unconstitutional FCC rules. 89. Implementation of the must carry provisions, which are self-executing, will cause irreparable injury to TWE in its capacity as a cable operator in at least the following additional respects: (a) The provisions will require cable systems of TWC to carry an average of approximately 8 commercial and noncommercial broadcast stations, some of which t!2 cable systems certainly do not wish to carry. For example, in its Canton, Ohio system, TWC may be required to carry a religious broadcast station that it does not currently carry and does not wish to carry. And, in its Staten Island, New York system, TWC will be required to carry approximately 17 commercial stations, two of which are based in Bridgeport, Connecticut (which is located 70 miles away and has very little, if anything, in common with Staten Island). And in its Keene, New Hampshire System, TWC will not only be required to add 7 broadcast channels, but to accomplish -41- this, it would also have to purchase and use expensive converter boxes, which it is not now required to use. (b) Because much of the channel capacity of TWC's cable systems is already in use for other programming services, the must carry provisions will require TWC to displace a substantial number of existing services in favor of commercial and noncommercial broadcast stations that TWC systems would not otherwise carry. In addition, TWC will be inhibited from offering new, innovative services such as the Cartoon Network, which began operating October 1, 1992 and Sci-Fi Channel, which began operating on September 24, 1992. TWC's cable service will be madam less competitive with other media thereby, and the consumer appeal of and subscriber satisfaction with TWC's cable service will be diminished. (c) There are no noncommercial educational television stations operating in several of the communities served by TWC cable systems. In each of these communities, TWC will be required to import distant signals from other localities, regardless of whether local subscribers have any interest in receiving such programming and regardless of TWC's judgment concerning the desirability or appeal of such programming. -42- (d) The must carry provisions will also place TWC cable systems at a disadvantage in competition with other providers of multichannel video programming services that are not constrained by must carry obligations. Under the must carry provisions, TWC will be forced to carry the programming of commercial and noncommercial broadcast television stations regardless .of its appeal to or suitability for audiences in the areas served by TWC cable systems, and other, more popular programming may be displaced. Because individual cable systems have a limited number of channels available, these provisions take channels from the cable operators that they could otherwise use in their best editorial judgment. Competitors such as SMATV, MMDS and DBS operators and C -band distributors will not be constrained by the must carry provisions. Because viewership of broadcast television programming has steadily eroded in recent years, TWC's cable systems will be placed at a substantial competitive disadvantage compared to multichannel competitors not bound by those provisions since they will have lost channels that could have provided programming specifically released for their audiences. 90. The PEG provision of the 1984 Cable Act irreparably injures TWC's cable systems by enabling a -43- franchising authority to require those systems to surrender channel capacity fcr such uses without setting any limit on the number of channels that the authority can so designate and by enabling municipal authorities to require "assurances" that such PEG requirements will be complied with. For example, in Ithaca, New York, the franchise authority requires TWC's local system, which has 60 channels, to offer up to 9 PEG channels. The PEG provisions give the franchising authority control over the content of the programs thus exhibited and expressly displace TWC's editorial discretion. Further, because the PEG provisions enable municipal officials to require TWC to carry governmental channels, they force TWC to carry government speech that TWC may not wish to carry to subscribers who may not wish to receive it, and they enable government officials to displace TWC's chosen messages with their own messages. 91. In addition, by subjecting providers of DBS service to far less stringent PEG requirements than cable operators are subjected to under the 1984 Cable Act, the 1992 Cable Act causes irreparable injury to TWC's cable systems by placing them at a competitive disadvantage by favoring DBS speech over that of TWC. 92. The leased access provisions compel plaintiff to publish the speech of others, expressly abrogating the -44- editorial discretion of plaintiff's cable systems and forcing plaintiff to be identified with messages it does not } wish to convey. 93. By compelling plaintiff to yield control of a substantial portion of its channel capacity to unaffiliated programmers, the leased access provisions irreparably injure plaintiff by impairing its ability to offer programming created by others or by itself that it would prefer to convey and that plaintiff believes its viewers would prefer and by limiting its ability to offer its own programming. 94. By permitting the FCC to regulate the price, terms and conditions of channel leases, Section 9 of the 1992 Cable Act irreparably injures plaintiff by subjecting it to regulation from which its non -cable competitors are exempt and by placing business control of its communications assets in the hands of government officials. 95. Taken together, the must carry, retransmission consent, PEG and leased access provisions of the challenged legislation irreparably injure plaintiff by requiring it to relinquish editorial and business control of a substantial portion of the cable channels that enable it to communicate. The average TWC system has approximately 45 channels, is located in an area having approximately 8 local commercial and noncommercial broadcast stations and is required by franchise to provide approximately 2 PEG channels. The -45- Cable Act, therefore, would require TWC to relinquish editorial and business control of over 30% of its channels (approximately 8 must carry channels, approximately 2 PEG channels and approximately 4 leased access channels). 96. The provision of Section 10(d) of the 1992 Cable Act that repeals the immunity from criminal and civil liability with respect to obscene programming carried on PEG and leased access channels, causes irreparable injury to TWC by subjecting it to the risk of criminal and civil liability for programming created by others that it does not wish to carry but is required by law to carry. The provisions of Section 612(h) of the Cable Act permitting TWC to prohibit or restrict indecent programming does not alleviate such injury in that they compel TWC to determine obscenity and similar questions that even Federal courts regard as exceedingly difficult, and TWC remains exposed to criminal or civil liability if a court later disagrees with its determination. Further, these provisions provide no protection whatever as to obscene programming TWC may be required to carry on PEG channels. At least one TWC cable system has already been obligated to hire employees to screen programs for obscenity, even though it did not choose to offer these programs, and would prefer not to do so. 97. The free preview restriction provision of the 1992 Cable Act burdens TWC's First Amendment right to use -46- editorial discretion to select which programs or stations to include in the array of programming it offers to its subscribers. 98. Implementation of the free preview restriction provision, which is self-executing, will cause irreparable injury to TWE in its capacity as a cable operator, in at least the following additional respects: (a) The provisions of Section 15 infringe upon TWC's editorial capacity by directly limiting when TWC may provide a certain type of programming. By requiring TWC to give 30 days' notice before it can provide a premium channel to a nonsubscriber of that channel, Section 15, in effect, places a waiting period on TWC's speech. The restrictions of Section 15 will also make it more costly for TWC to offer free previews of premium services. It will be very expensive to block such previews from objecting customers. The practical result of the mandated waiting period will be to discourage if not prevent cable operators from providing free premium programming. TWC provides free previews of premium channels such as HBO, among other reasons, to attract those TWC customers that do not subscribe to those premium channels. Because of the imposition in Section 15 of onerous, expensive and overbroad notice requirements, TWC will not likely -47- offer the free premium channels as a promotional tool. TWC's customers are less likely, therefore, to subscribe to TWC's premium channels, which they otherwise may well have wanted to receive. This effect appears to be created by the statute whether or not the previews contain any objectionable material so long the premium service carries R-rated material at another time. (b) Because Section 15 does not apply to other competitors such as SMATV and MMDS systems, C -band distributors or DBS operators, TWC's non -cable competitors would apparently be free to provide free premium channels to their subscribers without the burdensome notice requirements. Cable programmers are likely to want to deal with those operators, rather than TWC, to TWC's competitive disadvantage. Other cable operators that do not provide "premium channels", as that term is defined in Section 15, will likewise be placed at a competitive advantage over TWC. (c) In addition, by not subjecting TWC's competitors to free previ=w restrictions to which TWC is subjected, the 1992 Cable Act causes irreparable injury to TWC's cable systems by favoring the speech of TWC's competitors over that of TWC. 2. Irreparable Injury to TWE as a Proarammer -48- 99. The must carry, retransmission consent, PEG and leased access provisions also cause irreparable injury to plaintiff in its capacity as a programmer in the following respects, among others: (a) By compelling cable operators to devote channel capacity to broadcast, PEG and leased access programming that they would not otherwise carry, these provisions sharply diminish the number of cable channels on which TWE programming can be carried. These restrictions therefore sharply curtail opportunities to communicate information and entertainment that would otherwise be available to HBO and to other programming services such as Comedy Central and Court TV. These restrictions also curtail Warner Bros. ability to syndicate its television programs or to gain access to channels for pay-per-view performances of its motion pictures. (b) HBO is currently introducing "multiplexing" of its program services. With multiplexing, the HBO Service is exhibited to subscribers on two or three, and the Cinemax Service on two, different channels, generally at no additional charge, using differentiated scheduling so that different types of programs appear on each of the channels at any given time. Multiplexing is an innovative technique, pioneered by -49- HBO, that is intended to enhance viewing options, increase subscriber satisfaction and enhance HBO's ability to compete with other sources of programming. The ability of cable operators to make additional channels available is crucial to the success of multiplexing. By diminishing such available channel capacity, the challenged legislation impairs HBO's ability to engage in multiplexing, thereby diminishing the viewing options available to HBO subscribers, reducing subscriber satisfaction and impairing HBO's effectiveness as a competitor. 100. Individually and together, the must carry, retransmission consent, PEG and leased access provisions threaten especially severe and irreparable injury to Comedy Central, Court TV and other recently developed non -premium program services in which TWE or an affiliate has an interest. Such services obtain revenues from license fees paid by distributors such as cable operators for the right to exhibit the programming to their subscribers and from fees paid by advertisers who sponsor programs on the service. Because license fees and advertising revenues depend upon the number of persons who are able to view the service, it is crucial to the viability of such a service that it persuade as many operators as possible to offer the service to their subscribers. -50- 101.. Since they were launched in April and July 1991, respectively, Comedy Central a.zd Court TV have attracted approximately 22 million and 6.2 million subscribers, respectively. Each needs millions of additional subscribers to attain economic viability. By requiring cable operators to devote to must carry broadcast stations, PEG channels and leased access programming channel capacity that would otherwise be available to Comedy Central, Court TV or other non -premium programming services in which TWE has an interest, the challenged legislation deprives such services of vital opportunities to gain additional distribution. By giving broadcast television stations preferred status both as to carriage and as to channel position, the must carry provisions will also deprive such services of opportunities to gain additional advertising revenues, and they will instead divert such revenues to broadcast interests. IV. PROVISIONS THAT DISCRIMINATE AGAINST A NARROW CLASS OF VERTICALLY INTEGRATED CABLE SPEAKERS: THE STANDARDIZED TERMS AND CONDITIONS, EXCLUSIVE LICENSE AND VERTICALLY INTEGRATED SERVICE PROVISIONS A. The Statutory Scheme 1. The Standardized Terms and Conditions provisions 102. Section 19 of the 1992 Cable Act amends the Communications Act of 1934 by adding Section 628 (the "standardized terms and conditions provisions"). Among other things, Section 628(b) purports to require the FCC to establish regulations to govern the licensing of programming by programmers in which a cable operator has an attributable interest. These standardized terms and conditions provisions and the regulations they require do not apply to other programmers. 103. Section 628(c) prescribes certain minimum requirements that the FCC regulations must satisfy. Section 628(c)(2)(B) requires the FCC regulations to "prohibit discrimination by a satellite cable programming vendor in which a cable operator has an attributable interest or by a satellite broadcast programming vendor in the prices, terms, and conditions of sale or delivery of satellite cable programming or satellite broadcast programming among or between cable systems, cable operators, or other multichannel video programming distributors, or -52- their agents or buying groups", with certain limited exceptions. 104. Section 628(d) authorizes the FCC to adjudicate actions brought by m[a]ny multichannel video programming distributor aggrieved by conduct that it alleges constitutes a violation" of Section 628(b) or the regulations promulgated thereunder. 105. Section 628(e) authorizes the FCC, in an adjudicatory proceeding commenced pursuant to Section 628(d), "to establish prices, terms, and conditions of sale of programming to the aggrieved multichannel video programming distributor" and to order other "appropriate remedies". 106. The regulations to be promulgated by the FCC pursuant to Section 628 would deprive cable programming vendors that are affiliated with cable operators of the ability to determine freely the prices, terms and conditions on which they will disseminate their programming, will subject such prices, terms and conditions to extensive federal regulation and could potentially require such programmers to sell their services to cable operators and other distributors even if they do not wish to sell their services to, or offer their services to subscribers through, such persons. -53- 107. Neither Section 628(b) nor the regulations that the FCC is directed to promulgate thereunder apply to a satellite cable programming vendor that is unaffiliated with a cable operator. 2. The Exclusive License Provisions 108. Section 19 of the 1992 Cable Act adds Section 628 to the Communications Act of 1934. Section 628 contains various provisions that limit the ability of programmers that are vertically integrated with cable operators to enter into exclusive licenses with cable operators (the "exclusive license provisions"). 109. Section 628(c)(2)(C) directs the FCC to promulgate regulations that will "prohibit practices, understandings, arrangements, and activities, including exclusive contracts for satellite cable programming or satellite broadcast programming between a cable operator and a satellite cable programming vendor or satellite broadcast programming vendor, that prevent a multichannel video programming distributor from obtaining such programming from "any satellite cable programming vendor in which a cable operator has an attributable interest for distribution to persons in areas not served by a cable operator as of the date of enactment of this section". 110. Under the regulations required to be promulgated under Section 628(c)(2)(C), a satellite cable -54- programming vendor in which a cable operator has an "attributable interest" will be prohibited from entering into an exclusive license agreement with any cable operator if the effect of the exclusivity feature of such agreement would be to bar the programmer from distributing its programming in any area "not served by a cable operator" as of October 5, 1992. Such regulations would also abrogate all existing exclusive licenses to the extent they confer exclusive rights with respect to uncabled areas. Satellite cable programming vendors that are not affiliated with a cable operator would not be subject to such restrictions. . 111. As added by Section 19 of the 1992 Cable Act, Section 628(c)(2)(D) also directs the FCC to promulgate. regulations that will, "with respect to distribution to persons in areas served by a cable operator, prohibit exclusive contracts for satellite cable programming or satellite broadcast programming between a cable operator and a satellite cable programming vendor in which a cable operator has an attributhble interest or a satellite broadcast. vendor in which a cable operator has an attributable interest, unless the Commission determines . . . that such contract is in the public interest". Under Section 628(h), certain existing exclusive contracts will be "grandfathered" and thus exempt from such -55- regulations, but other existing contracts will be subject to them. 112. Section 628(c)(4) directs that in determining "whether an exclusive contract is in the public interest", the FCC "shall consider" the following factors "with respect to the effect of such contract on the distribution of video programming in areas that are served by a cable operator: "(A) the effect of -such exclusive contract on the development of competition in local and national multichannel video programming distribution markets; "(B) the effect of such exclusive contract on competition from multichannel video programming distribution technologies other than cable; "(C) the effect of such exclusive contract on the attraction of capital investment in the production and distribution of new satellite cable programming; "(D) the effect of such exclusive contract on diversity of programming in the multichannel video programming distribution market; and "(E) the duration of the exclusive contract." 113. Under Section 629(c)(2)(D), a satellite cable programming vendor in which a cable operator has an "attributable interest" will be able to enter into an exclusive license agreement with a cable operator as to any "areas served by a cable operator" only with the permission -56- of the FCC. Satellite cable programming vendors that are not affiliated with a cable operator will not be subject to such a restriction. 114. Exclusive licensing agreements are important in the distribution of news, information and entertainment. Each media speaker, whether a newspaper, a broadcast television station, a satellite cable programming network or a cable operator, strives to differentiate itself from other sources of news, information and entertainment by entering into exclusive license agreements to ensure that the material it offers will not be duplicated by other outlets. Exclusive arrangements are also valuable in spurring the development of new program services. 115. Section 628(c)(2)(C) and (D) deny to satellite cable programming vendors in which a cable operator has an "attributable interest" the benefits of exclusive licensing arrangements that are freely available to other disseminators of news, information and entertainment, including satellite cable programming vendors in which a cable operator does not have an "attributable interest", with which the class of speakers that Congress has singled out compete. 3. The Vertically Integrated Service Provisions 116. Section 11 of the 1992 Cable Act amends Section 613 of the Communications Act of 1934 (codified at -57- 47 U.S.C. § 533) by adding subsection 613(f)(1). Sec.:ion 613(f)(1)(B) directs the FCC to conduct a proceeding "to prescribe rules and regulations establishing reasonable limits on the number of channels on a cable system that can be occupied by a video programmer in which a cable operator has an attributable interest" (the "vertically integrated service provision"). 117. Section 613(f)(1)(B) does not specifically require the FCC to limit the number of channels that may be occupied by•a vertically integrated service only with respect to those cable operators with which the service is affiliated. The provision arguably permits the FCC to prescribe limits on the extent to which any cable operator may carry any vertically integrated service. 118. The rules and regulations required to be promulgated pursuant to Section 613(f)(1)(B) would not limit the ability of a cable operator to offer to its subscribers the programming of programming vendors in which a cable operator does not have an "attributable interest". 119. However ultimately framed by the FCC, the rules and regulatthns required to be pr'mulgated would limit the ability of cable operators to offer particular programming services to their subscribers merely because a cable operator --and, under Section 613(f)(1)(B), not necessarily the cable operator that is offering the -58- service --has an "attributable interest" in such programming service. 120. However ultimately framed, the rules and regulations to be prescribed by the FCC pursuant to Section 613(f)(1)(B) would limit the ability of cable programming services in which a cable operator has an "attributable interest" to disseminate their program services to cable operators and their subscribers who would otherwise be willing and able to receive such communications. 121. Programmers in which a cable operator does not have an "attributable" interest will not be subjected to any such restrictions. B. Irreparable Injury to TWE as a Result of the Standardized Terms and Conditions. Exclusive License and Vertically Integrated Services Provisions 122. TWE is a vertically integrated programmer in that it owns both cable systems and programming services. The standardized terms and conditions provisions, the exclusive license provisions and the vertically integrated services provisions would therefore apply to TWE. 123. Many of TWE's principal competitors in the production and distribution of video programming are not vertically integrated. For example, The Disney Channel, Arts & Entertainment, CNBC, ESPN, Fox Net, The Nashville -59- Network, the Playboy Channel, and USA Network are all popular programming services owned by companies which, on information and belief, do not have any corporate affiliation with any cable operator within the meaning of the Cable Act. Such programmers will be -able to compete with the program services that TWE owns or in which it or an affiliate has an interest (including the HBO Service, Cinemax, E! Entertainment Television, Sunshine Network, Comedy Central, Courtroom Television Network, BET, CNN, Headline News, WTBS and TNT) free of the challenged restrictions and will thereby stand to gain great competitive advantages over such services, irreparably injuring TWE. 124. The standardized terms and conditions provisions will irreparably injure plaintiff by depriving programming services in which TWE has an attributable interest of the power to determine the prices, terms and conditions on which they will disseminate their programming and, potentially, depriving such services of the power to choose to which distributors and, ultimately, to which audiences they will communicate their programming. 125. The standardized terms and conditions provisions will irreparably injure plaintiff to the extent that they are construed to enable DBS, SMATV and MMDS operators, C -band distributors and other distributors of -60- video programming to offer programming of vertically integrated cable programmers that they might not otherwise be able to obtain, thus diminishing TWC's ability to differentiate its service offerings from those of such competitors. 126. The exclusive license provisions will deprive HBO of the ability to enter into exclusive licensing agreements for its existing or new program services. HBO will thereby be deprived of the ability to enhance the value, reputation and consumer appeal of its program services through exclusive licenses, to its irreparable injury.. This will diminish HBO's ability to communicate with the public. 127. The exclusive license provisions will also impede the creation of new programming services by cable operators like TWC, who have historically been among the most important creators of such programming. Any new programming created by cable operators will, by definition, have attributable cable 'interests, and therefore be subject to the exclusive license and standardized terms and conditions provisions of the 1992 Cable Act. Operators will be reluctant to embark on the financial risks of new program service creation when their ability to control the distribution of such services is subject to such intrusive regulation. -61- 128. The exclusive license provisions also threaten irreparable injury to Court TV and other fledgling programming services in which TWE or an affiliate has an interest. Exclusive licenses, often used as a means of spurring the development of a new programming service, assure a prospective distributor that others will not "free ride" on the distributor's efforts to promote and sell the new service. They also encourage distributors to make a greater investment in promotional and sales efforts by holding out the possibility of greater returns that exclusive distributorship of a popular product may permit. The exclusive license provisions, particularly the requirement of FCC approval, will impair Court TV's ability to use exclusive licenses, and the exclusive license provisions may abrogate some of its existing contracts, all to its and TWE's irreparable injury. 129. The exclusive license provisions will irreparably injure plaintiff by rendering it difficult or impossible for TWC to enter into exclusive licenses with cable -affiliated programmers, thus impairing TWC's ability to differentiate itself from non -cable competitors who, under the Act, remain permitted to have exclusive licenses. 130. The vertically integrated services provisions will irreparably injure plaintiff (i) by creating uncertainty, pending the conclusion of the mandated FCC -62- rulemaking, as to the extent to which cable operators, including those that do not have any corporate affiliation with TWE, may carry HBO and other TWE services simply because they are offered by a vertically integrated programmer; (ii) once FCC rules are promulgated, by limiting the ability of cable operators to continue offering, or to add to their channel line-ups, the programming services offered by HBO and other TWE -affiliated program services; (iii) by creating uncertainty, pending the conclusion of the mandated FCC rulemaking, as to the extent to which plaintiff's cable systems may do business with vertically integrated services (whether or not such services have any corporate affiliation with plaintiff); and (iv) once FCC rules are promulgated, by limiting the ability of plaintiff's cable systems to continue offering, or to add to their channel lineups, services of vertically integrated programmers, including program services of or affiliated with TWE. 131. The vertically integrated services provisions threaten irreparable injury to plaintiff by (i) constraining TWC's ability to carry vertically integrated programming services, which are often among the most popular services offered; and (ii) requiring TWC to eliminate from the channel line-ups of certain of its cable systems vertically -63- integrated programming services that have proven extremely popular with subscribers in such systems. V. PROVISIONS OF THE 1992 CABLE ACT THAT SINGLE OUT AND DISCRIMINATE. AGAINST CABLE SPEAKERS AND OTHERWISE IMPINGE ON SPEECH: RATE AND SERVICE CONTENT REGULATION, LIMITATION OF CABLE OPERATORS' ABILITY TO CREATE PROGRAMMING, LIMITATION ON NUMBER OF CABLE SUBSCRIBERS AND EXEMPTION OF GOVERNMENT-OWNED CABLE OPERATORS FROM FRANCHISE REQUIREMENTS AND DAMAGE AWARDS A. The Statutory Scheme 1. Rate and Service Content Regulation 132. Section 3 of the 1992 Cable Act amends Section 623 of the 1934 Communications Act. As amended, Section 623 submits cable operators to municipal regulation of the rates they may charge for their basic service offerings and prescribes the content of certain basic service offerings (the "rate and service content regulation provisions"). 133. Section 623(a)(2) provides, inter alia, that if the FCC finds that a cable system is "not subject to effective competition", then (A) "the rates for the provision of basic cable service shall be subject to regulation by a franchising authority, or by the Commission if the Commission exercises [its] jurisdiction . in -64- accordance with the regulations prescribed by the Commission", and (B) "the rates for cable -programming services shall be subject to regulation by the Commission". Section 623(1)(2) defines "cable programming service" to mean "any video programming provided over a cable system, regardless of service tier, including installation or rental of equipment used for the receipt of such video programming, other than (A) video programming carried on the basic service tier; and (B) video programming offered on a per channel or per program basis". 134. Section 623(1)(1) defines the term "effective competition" to mean that: "(A) fewer than 30 percent of the households in the franchise area subscribe to the cable service of a cable system; "(B) the franchise area is -- "(i) served by at least two unaffiliated multichannel video programming distributors each of which offers comparable video programming to at least 50 percent of the households in the franchise area; and "(ii) the number of households subscribing to programming services offered by multichannel video programming distributors other than the largest multichannel video programming distributor exceeds -65- 15 percent of the households in the franchise area; or "(C) a multichannel video programming distributor operated by the franchising authority for that franchise area offers video programming to at least 50 percent of the households in that franchise area." 135. On information and belief, the great majority of cable systems in the United States, including those operated by TWC, will be found to lack "effective competition" under the definition contained in Section 623(1)(1). As a result, under Section 623(a)(2), the rates for basic cable service of the great majority of cable systems in the United States, including TWC's, will be subject to rate regulation by local franchising authorities or by the FCC, and the rates for all cable programming services (as defined) offered by such cable systems will be subject to FCC regulation. 136. Section 623(b)(1) requires the FCC to promulgate regulations that will "ensure that the rates for the basic service tier are reasonable".. 137. Section 623(b)(8) provides that "[a] cable operator may not require the subscription to any other tier other than the basic service tier required by [Section 623(b)(7)] as a condition of access to video programming offered on a per channel or per program basis", -66- and that "[a] cable operator may not discriminate between subscribers to the basic service tier and other subscribers with regard to the rates charged for video programming offered on a per channel or per program basis".. 138. Section 623(c) requires the FCC to promulgate regulations to establish "criteria" to be used in "identifying, in individual cases, rates for cable programming services that are unreasonable", and "procedures to be used to reduce rates for cable programming services that are determined by the [FCC] to be unreasonable". 139. Section 623(d) provides that "[a] cable operator shall have a rate structure, for the provision of cable service, that is uniform throughout the geographic area in which cable service is provided over its cable system". 140. Section 623(b)(7) requires each cable operator to provide "a separately available basic service tier" which "shall, at a minimum, consist of" all must carry signals -required to be carried tinder Section 614 and 615, all PEG channels required by franchise and "any signal of any television broadcast station that is provided by the cable operator to any subscriber", except a station retransmitted by satellite. 141. Neither Section 623 nor any other law purports to prescribe the service cfferings or regulate the rates of -67- SMATV, MMDS or DBS operators, C -band distributors or cable systems that have "effective competition" or other distributors of video programming. Section 623(a)(1) also exempts from any rate regulation the service offerings of cable systems that are owned or operated by municipal authorities. Moreover, the FCC, has only specifically delegated to state and local authorities the power to impose such regulations on cable. 2. Limitation of Cable Operators' Ability to Create Programming 142. Section 11 of the 1992 Cable Act amends Section 613 of the 1984 Cable Act to add new Section 613(f). Section 613(f)(1)(C) requires the FCC to consider the "necessity" of "imposing limitations on the degree to which multichannel video programming distributors may engage in the creation or production of video programming". 143. Section 613(f)(1)(C) gives the FCC authority to limit the creation and production of new programs and programming services by multichannel video programming distributors, including cable operators. On information and belief, cable operators are at present the only multichannel video programming distributors that engage in production and creation of programming to any significant degree. Accordingly, the proposed FCC regulations would, in fact, -68- apply only to program creators affiliated with cable operators. 144. No other program creators in the United States are subject to such a prospective blanket limitation on their ability to create and produce news, information or entertainment. 3. Limitation on Number of Cable Subscribers 145. As added by Section 11 of the 1992 Cable Act, Section 613(f)(1)(A) directs the FCC to establish "reasonable limits on the number of cable subscribers a person is authorized to reach through cable systems owned by such person, or in which such person has an attributable interest". 146. Under Section 613(f)(1)(A), the FCC is obligated to limit the number of subscribers that can receive information from a given cable operator. Whatever limitation the FCC ultimately adopts will prevent cable operators subject to the limit from disseminating information to additional prospective viewers. 147. The mandated limitation of the number of subscribers a cable operator may serve will prevent cable operators and programmers from reaching willing audiences and will prevent subscribers who wish to receive the services and programming of cable operators that are subject to the limit from obtaining them. -69- 148. The provision concerning limitations on cable operator size discriminates against cable operators because of the means of communication they have chosen. There are no comparable limitations on the number of persons who may receive or subscribe to newspapers, magazines or other traditional media vehicles. Limitations on the number of television stations that can be owned by a given entity have been upheld only because the electromagnetic spectrum over which broadcast television signals are transmitted physically can accommodate only a very limited number of speakers. There are no similar limitations on the number of persons who may communicate by means of cable or other multichannel distribution technologies. 4. exemption of Government -Owned Cable Operators from Franchise Requirements and Damage Awards 149. Section 7(c) of the 1992 Cable Act amends Section 621 of the 1934 Communications Act by adding Section 621(f). Section 621(f)(1) provides that nothing in the Act "shall be construed to prohibit a local or municipal authoritythat is also, or is affiliated with, a franchising authority from operating as a multichannel video programming distributor in the franchise area, notwithstanding the granting of one or more franchises by such franchising authority". Section 621(f)(2) provides that nothing in the Act shall be construed to "require such local or -municipal -70- authority to secure a franchise to operate as a multichannel video programming distributor". 150. By exempting municipally owned cable systems from franchising requirements, Section 621(f)(2) enables municipal authorities to compete with the very private cable operators whom they regulate, and to do so free of the burdensome terms and conditions that municipal franchises commonly entail, including the imposition of franchise fees. Under this provision, municipal authorities may regulate --and, through the franchise fee, tax --their private competitors. 151. Section 24 of the 1992 Cable Act amends the 1934 Communications Act by adding Section 635A. Section 635A(a) provides that "[i]n any court proceeding pending on or initiated after the date of enactment of this section involving any claim against a franchising authority or other governmental entity", including government officials, "arising from the regulation of cable service or from a decision . . . with respect to a grant, renewal, transfer, or amendment of a franchise", the relief "shall be limited to injunctive relief and declaratory relief". This provision exempts franchising authorities and their personnel from any liability in damages for misconduct in regulating privatecable operators under their jurisdiction. -71- 152. Sections 621(f) and 635A discriminate in favor of government speech against private speech, create a grave risk that government officials will retaliate against private cable operators for political stances such operators may take and place government officials in a position to impair the value of private competitors' business assets for economic or political purposes with impunity. B. Irreparable Injury to TWE as a Result of the Provisions Concernina Rate Regulation. Program Creation, pumber of Subscribers. and Exemption of Government -Owned Cable Operators from Franchises and Damages 153. Individually and together, the rate and service content regulation provisions, the limitation of cable operators' ability to create programming, the limitation on the number of cable subscribers, and the exemption of government-owned video distributors from franchise requirements and damage awards discriminate against private cable operators, including plaintiff, simply because they communicate news, information and entertainment by means of cable. Such discrimination against a speaker because of its chosen means of communication violates the First Amendment. Irreparable injury is, therefore, presumed under law. 154. The provisions of Section 623(a)(7) which specify the contents of each cable operator's basic service -72- tier override plaintiff's editorial discretion to determine the contents of such tier, in violation of the First Amendment. Under law, irreparable injury is presumed. Such provisions will also irreparably injure plaintiff by requiring it to offer basic service offerings that it would not otherwise offer and that do not maximize subscriber satisfaction. 155. The provisions of Section 623(b)(8), which prohibit cable operators from structuring their rates for their premium and pay-per-view services in relation to the non -premium services that a subscriber purchases, also impinge on plaintiff's editorial discretion because they interfere with plaintiff's editorial judgment in valuing different forms of speech. Government control of the price a speaker may charge for his speech directly contravenes the values underlying the First Amendment. That type of intrusion infringes on the content, quality and quantity of the speaker. Such provisions also place cable operators, including plaintiff, at a competitive disadvantage as against the non -cable distributors of news, information and entertainment with whom they compete. 156. The provisions of the 1992 Cable Act which subject essentially all cable operators to extensive rate regulation as to their lowest -priced and other non -premium service offerings discriminate against cable operators, -73- including plaintiff, simply because they communicate news, information and entertainment by means of cable. Such provisions place cable operators, including plaintiff, at a competitive disadvantage as against the non -cable distributors of news, information and entertainment with which they compete. Such provisions place business control of plaintiff's communications assets in the hands of government officials. 157. Authorizing local franchise authorities to regulate rates is especially threatening to plaintiff and other cable operators because franchise authorities are given broad discretion in determining what rates are acceptable for their speech. This broad discretion empowers franchise authorities with jurisdiction over plaintiff's cable system to retaliate against systems for political stances and positions that they have taken or may take by lowering the system's rates or refusing to permit needed increases. Such rate regulation will certainly chill cable operators exercise of their First Amendment right to criticize local government officials; no matter what regime of rate regulation the FCC ultimately adopts, local officials will be left with considerable discretion in applying those rules. It is simply unrealistic to expect that a local news channel produced by a cable operator would -74- vigorously criticize the very officials who determine the prices it may charge. 158. By threatening to limit the ability of cable operators, including plaintiff, to produce and create their own programming, the program creation provisions of the 1992 Cable Act impermissibly burden and chill plaintiff's First Amendment right to create and disseminate programming reflecting its own distinctive point of view. 159. By threatening to limit the number of subscribers that plaintiff may serve, the provisions of the 1992 Cable Act directing the FCC to prescribe limits on the number of cable subscribers a given operator may serve will prevent plaintiff from disseminating information to prospective viewers, to its irreparable injury. In addition, those provisions will irreparably injure potential subscribers to plaintiff's cable service, whom the provision will bar from receiving it. 160. Plaintiff currently operates cable systems in at least 10 localities where municipal authorities have established or have expressed an interest in establishing municipally owned cable systems. The provisions of Sections 621(f) and 635A will likely encourage other municipalities in which plaintiff has cable systems to establish such systems. In such localities, the provisions of Sections 621(f) and 635A threaten plaintiff with irreparable injury -75- by subjecting it to regulation, including taxation through the imposition of franchise fees, by municipal authorities who are competitors and who are exempt from any damages remedy for regulatory misconduct. Such provisions confer upon government officials the power to abuse regulatory authority for purposes of censoring the communications of private cable operators or punishing them for stances they have taken or may take.on political issues, including franchising issues. Such provisions also cause irreparable injury to plaintiff by'favoring government officials, and disfavoring private cable operators, including plaintiff, as competitors. Causes of Action FIRST CAUSE OF ACTION 161. Plaintiff repeats and realleges the allegations of paragraphs 1 through 160 above as though fully set forth herein. 162. The must carry and retransmission consent provisions of the 1992 Cable Act interfere with.the editorial discretion of plaintiff's cable systems and will force them to carry stations that they do not wish to carry. Those provisions will inevitably force cable systems owned by plaintiff to retransmit programming of a religious, political, or other nature that is offensive to them or that they simply do not wish to carry. -76- 163. The must carry and retransmission consent provisions of the 1992 Cable Act compel all cable operators to transmit the signals of local broadcast -television stations in accordance therewith. Such provisions have the purpose and effect of discriminating against cable operators and cable programmers, including plaintiff, in favor of traditional broadcasting interests. 164. Cable systems have a finite number of channels available. Many cable operators currently have few or no channels available for purposes of adding new programming services. 165. As a result of the must carry provisions, local broadcast -television stations are likely to occupy more of the few remaining channels than they would otherwise occupy, making it more difficult for cable operators to offer plaintiff's programming services to their subscribers. Thus, the must carry provisions have the effect of discriminating in favor of some speakers (local broadcast - television stations) and against plaintiff in its capacity as a cable programmer. 166. The channel -positioning provisions of the 1992 Cable Act compel plaintiff to retransmit the signals of a variety of local broadcast -television stations on channels on which they would not otherwise retransmit them. As a result, the channel -positioning provisions interfere with -77- the editorial discretion of cable operators, including plaintiff. Such provisions have the purpose and effect of discriminating against cable operators and cable programmers, including plaintiff, in favor of traditional broadcasting interests. 167. The channel -positioning provisions will require cable operators to displace cable programming services, including plaintiff's, from their present channel positions to less attractive channel positions. Such provisions have the purpose and effect of discriminating against cable operators and cable programmers, including plaintiff, in favor of traditional broadcasting interests. 168. The must carry and retransmission consent provisions have the purpose and effect of discriminating against cable operators and cable programmers, including plaintiff, in favor of traditional broadcasting interests. 169. There is no permissible governmental interest in favoring one category of speakers, the broadcast - television industry, over another category of speakers, cable operators and programmers, that enjoys substantial First Amendment protection. Alternatively, any permissible government interest in protecting the broadcast industry is insufficient to warrant the abridgment of plaintiff's First Amendment rights entailed by the challenged provisions. -78- 170. Any permissible governmental interest in favoring the broadcast television industry can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 171. Accordingly, the must carry and retransmission consent provisions violate plaintiff's rights under the First Amendment to the United States Constitution. 172. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. SECOND CAUSE OF ACTION 173. Plaintiff repeats and realleges the allegations of paragraphs 1 th�Jugh 172 above as though fully set forth herein. 174. The must carry and retransmission consent provisions apply solely to cable operators, including plaintiff, and not to other multichannel video programming distributors, including $MATV and MMDS systems, DBS operators and other providers of programming to owners of home satellite dishes, all of which compete with cable operators, including plaintiff. Such provisions therefore selectively burden cable operators because they have chosen to exercise their Constitutional rights through the medium of cable. -79- 175. The must carry and retransmission consent provisions operate solely to the benefit of broadcast television interests and solely to the detriment of cable operators, including plaintiffs. 176. There is no permissible governmental interest in discriminating against one category of speakers, cable operators and programmers, in favor of another category of speakers, SMATV and MMDS systems, DBS operators, C -band distributors and other providers of video programming. There is no permissible governmental interest in favoring one category of speakers, the broadcast television industry, over another category of speakers, cable operators and programmers. Alternatively, any permissible government interest in such discrimination or such favoritism is insufficient to warrant the abridgement of plaintiff's First Amendment rights entailed by the challenged provisions. 177. Any permissible governmental interest in discriminating against cable operators or in favoring the broadcast television industry can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 178. Accordingly, the must carry and retransmission consent provisions violate plaintiff's rights under the First Amendment to the United States Constitution. -80- 179. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. THIRD CAUSE OF ACTION 180. Plaintiff repeats and realleges the allegations of paragraphs 1 through 179 above as though fully set forth herein. 181. The retransmission consent provisions of the 1992 Cable Act cannot be severed from the must carry provisions of that Act, which violate plaintiff's rights under the First Amendment to the United States Constitution. Accordingly,.the retransmission consent provisions are also null and void. 182. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. FOURTH CAUSE OF ACTION 183. Plaintiff repeats and realleges the allegations of paragraphs 1 through 182 above as though fully set forth herein. 184. The retransmission consent provisions of § 6 of the 1992 Cable Act will operate solely to the benefit of a limited class of influential and powerful broadcast television stations, to the detriment of cable operators and -81- other multichannel video programming distributors, including plaintiff. The purpose and effect of the retransmission consent provisions is to favor traditional broadcast interests over cable operators and other emergent technologies. 185. There is no permissible governmental interest in favoring one category of speakers, the broadcast - television industry, over another category of speakers, cable operators, that enjoys substantial First Amendment protection. Alternatively, any permissible government interest in protecting the broadcast industry is insufficient to warrant the abridgment of plaintiff's First Amendment rights entailed by the challenged provision. 186. Any permissible governmental interest in favoring the broadcast television industry can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 187. Accordingly, the retransmission consent provisions violate plaintiff's rights under the First Amendmentto the United States Constitution. 188. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. -82- FIFTH CAUSE OF ACTION 189. Plaintiff repeats and realleges the allegations of paragraph 1 through 188 above as though fully set forth herein. 190. The PEG provisions, of the 1984 Cable Act unconstitutionally abridge the editorial discretion of cable operators, including plaintiff, by forcing them to carry PEG programs, including government speech, that they would not otherwise carry. 191. The PEG provisions of the 1984 Cable Act condition plaintiff's right to communicate via cable upon compliance with PEG requirements imposed by municipal authorities, and they empower municipal authorities to deny to plaintiff the right to communicate by cable if plaintiff declines to offer to its subscribers the PEG programming messages selected by those authorities. The PEG provisions therefore impermissibly regulate the content of the news, information and entertainment that plaintiff may offer to its subscribers and constitute a standardless, and therefore impermissible, scheme for licensing speech. 192. By permitting franchising authorities to require cable operators to dedicate a potentially limitless part of their channel capacity to PEG uses, Section 611 of the 1984 Cable Act limits opportunities of programmers, including plaintiff, to communicate to or through cable -83- operators by limiting the number of cable channels available. 193. There is no permissible governmental interest served by the PEG provisions that is sufficient to justify the limitations upon plaintiff's communicative activities that they entail. 194. The PEG provisions impose far greater restrictions upon plaintiff's communicative activities than are necessary to achieve any permissible government interest. 195. The PEG provisions therefore violate plaintiff's rights under the First Amendment. 196. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. SIXTH CAUSE OF ACTION 197. Plaintiffs repeats and realleges the allegations of paragraphs 1 through 196 above as though fully set forth herein. 198. The leased access provisions of the 1984 Cable Act unconstitutionally abridge cable operators' editorial discretion by forcing operators, including plaintiff, to carry programming they would not otherwise carry. 199. The leased access provisions also impermissibly burden the First Amendment rights of cable -84- operators, including plaintiff, by subjecting the prices operators may charge for channel leases to government regulation. 200. By requiring cable operators to set aside a substantial portion of their channels for lease to unaffiliated persons, Section 612 of the 1984 Cable Act limits opportunities of programmers, including plaintiff, to communicate to or through cable operators by limiting the number of cable channels available. 201. There is no permissible governmental interest served by the leased access provisions that is sufficient to justify the limitations upon plaintiff's communicative activities that they entail. 202. The leased access provisions impose far greater restrictions upon plaintiff's communicative activities than are necessary to achieve any permissible government interest. 203. The leased access provisions therefore violate plaintiff's rights under'the First Amendment. 204. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. SEVENTH CAUSE OF ACTION 205. Plaintiff repeats and realleges the allegations of paragraphs 1 through 204 above as though fully set forth herein. 206. By requiring DBS operators to dedicate from 4 to 7 percent of their channel capacity to noncommercial programming of an educational or informational nature, Section 25 of the 1992 Cable Act limits opportunities of programmers, including plaintiff, to communicate to or through DBS operators by limiting the number of DBS channels available. 207. No permissible governmental interest is furthered by Section 25. Alternatively, any permissible governmental interest furthered by Section 25 is insufficient to warrant the abridgment of plaintiff's First Amendment rights entailed thereby. 208. Any permissible governmental interest served by Section 25 can be served by more narrowly tailored measures that would not abridge plaintiff's rights under the. First Amendment to the United States Constitution. 209. Section 25 therefore violates plaintiff's First Amendment rights. 210. Such violation of plaintiff's constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. -86- EIGHTH CAUSE OF ACTION 211. Plaintiff repeats and realleges the allegations of paragraph 1 through 210 above as though fully set forth herein. 212. The must carry and retransmission consent provisions of the 1992 Cable Act in combination with the PEG and leased access provisions of the 1984 Cable Act (the "forced speech provisions") require plaintiff to cede beneficial use and control of a substantial portion of the channel capacity that enables plaintiff to communicate to persons other than plaintiff who are effectively selected by government officials. 213. The forced speec" provisions result in a taking of plaintiff's property without just compensation in violation of the Fifth Amendment to the United States Constitution. 214. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. NINTH CAUSE OF ACTION 215. Plaintiff repeats and realleges the allegations of paragraphs 1 through 214 above as though fully set forth herein. -87- 216. The free preview restriction provision of the 1992 Cable Act impermissibly prevents cable owners from providing free to their subscribers without notice premium channel programs, without regard to whether or not those programs in fact contain indecent or other offensive material. 217. The free preview restriction provision of the 1992 Cable Act impermissibly requires burdensome notification to all cable subscribers, even those that in fact already subscribe to the premium channel. 218. The free preview restriction provision has the purpose and effect of eliminating certain cable operators' First Amendment right to use editorial discretion to select which programs or stations to offer. 219. There is no permissible governmental interest in protecting cable subscribers from programs that are not offensive. Alternatively, any permissible government interest in so protecting the cable subscribers is insufficient to warrant the abridgement of plaintiff's First Amendmentrights entailed by the challenged provisions. 220. Any permissible governmental interest in protecting cable subscribers from offensive programs can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. -88- 221. The free preview restriction provision applies only to cable operators. The provision has the purpose and effect of discriminating against cable operators, including plaintiff in favor of all other communications media. 222. There is no permissible government interest in favoring the speech of other communications media over that of cable operators. 223. Any permissible governmental interest in favoring all other communications media can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 224. Accordingly, the free preview restriction provision violates plaintiff's rights under the First Amendment to the United States Constitution. 225. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. TENTH CAUSE OF ACTION 226. Plaintiff repeats and realleges the allegations of paragraphs 1 through 225 above as though fully set forth herein. 227. The provisions of Section 10(d) of the 1992 Cable Act which eliminate the former immunity from criminal and civil liability with respect to obscene programming required to be carried on PEG and leased access channels -89- subject plaintiff to a substantial risk of criminal or civil liability for engaging in conduct in which other provisions of law compel plaintiff to engage. 228. The provisions of Section 10(a) of the 1992 Cable Act that permit plaintiff to enforce a policy against carrying indecent programming on leased access channels do not adequately alleviate such risk as to leased access channels and do not alleviate it at all as to PEG channels. 229. By threatening plaintiff with such risk, Section 10(d) of the 1992 Cable Act impermissibly burdens and interferes with plaintiff's exercise of its First Amendment rights as a member of the press. 230. There is no permissible governmental interest served by compelling plaintiff to speak against its will and subjecting plaintiff to such liability for communications that it would prefer not to carry and over which it has no meaningful control. 231. Any permissible governmental interest served by such provisions can be served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 232. Accordingly, such provisions violate plain- tiff's rights under the First Amendment to the United States Constitution. -90- 233. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plain- tiff has no adequate remedy of law. ELEVENTH CAUSE OF ACTION 234. Plaintiff repeats and realleges the allegations of paragraphs 1 through 233 above as fully set forth herein. 235. The standardized terms and conditions provisions of the 1992 Cable Act subject the dissemination of news, information and entertainment by a small group of vertically integrated programmers, including plaintiff, to regulation of the manner in which, including the price, terms and conditions on which, such persons may disseminate their products. The standardized terms and conditions provisions therefore selectively burden the communicative activities of vertically integrated programmers, including plaintiff. 236. The standardized terms and conditions provisions of the 1992 Cable Act may potentially require vertically integrated programmers, including plaintiff, to sell their programming on equal terms to all cable operators and other multichannel video distributors. The standardized terms and conditions provisions would thus compel such programmers to engage in speech in instances in which they would prefer not to. -91- 237. The standardized terms and conditions provisions do not serve any permissible governmental interest sufficient to warrant such selective treatment of vertically integrated programmers, including plaintiff. The standardized terms and conditions provisions do not serve any permissible governmental interest sufficient to warrant the interference with the right of vertically integrated programmers, including plaintiff, to determine the persons to or through whom they will communicate. 238. Any permissible governmental interest served by the standardized terms and conditions provisions could be adequately served by more narrowly tailored measures that would not abridge plaintiff's First Amendment rights. 239. Accordingly, the standardized terms and conditions provisions violate plaintiff's rights under the First Amendment. 240. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. TWELFTH CAUSE OF ACTION 241. Plaintiff repeats and realleges the allegations of paragraph 1 through 240 above as though fully set forth herein. 242. The exclusive license provisions subject a small group of vertically integrated programmers, including -92- plaintiff, to restrictions on their freedom to disseminate news, information and entertainment through cable operators as they see fit, without applying such restrictions to other speakers. 243. To the extent they require FCC approval of exclusive license agreements entered into by vertically integrated programmers, the exclusive license provisions subject a small group of vertically integrated programmers, including plaintiff, to an essentially standardless scheme for licensing speech, to which other disseminators of news, information and entertainment, including other cable programmers,. are not subject. 244. There is no permissible governmental interest that would warrant selective restriction of the ability of vertically integrated programmers, including plaintiff, to select the persons or conditions to or through whom they will distribute news, information and entertainment. 245. Any permissible governmental interest served by the exclusive license provisions could be adequately protected by more narrowly tailored measures that would not infringe plaintiff's First Amendment rights. 246. The exclusive license provisions therefore violate plaintiff's rights under the First Amendment. -93- 247. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. THIRTEENTH CAUSE OF ACTION 248. Plaintiff repeats and realleges the allegations of paragraph 1 through 247 above as though fully set forth herein. 249. The vertically integrated service provisions of the 1992 Cable Act threaten to impose limitations upon plaintiff's ability to disseminate its programming services that will not be imposed upon speakers that are not vertically integrated. Those provisions selectively target a small group of vertically integrated speakers for restrictions upon their ability to communicate that are not applied to other speakers. 250. By requiring cable operators to limit the number of vertically integrated program services that they carry, the vertically integrated services provision impairs the ability of plaintiff's programming services -to disseminate news, information and entertainment to willing recipients. 251. By limiting the number of vertically integrated services that plaintiff's cable systems can offer to their subscribers, the vertically integrated services -94- provisions override plaintiff's editorial discretion in determining its service offerings. 252. As a result of the vertically integrated service provisions, cable programmers owned by plaintiff will be unable to speak through .cable operators owned by plaintiff. 253. The vertically integrated service provisions do not serve any government interest sufficient to warrant the burdens upon plaintiff's ability to communicate with willing audiences that they entail. 254. Any permissible governmental interests served by the vertically integrated service provisions can be adequately served by more narrowly tailored measures that do not abridge plaintiff's First Amendment rights. 255. The vertically integrated service provisions violate plaintiff's rights under the First Amendment. 256. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. FOURTEENTH CAUSE OF ACTION 257. Plaintiff repeats and realleges the allegations of paragraphs 1 through 256 above as though fully set forth herein. 258. The rate and service content regulation provisions of the 1992 Cable Act override the editorial -95- discretion of cable operators in determining what services to offer to their subscribers. Those provisions also subject cable operators to rate regulation from which other speakers are exempt. 259. The rate and service content regulation provisions do not serve any permissible government interest sufficient to warrant the interference with plaintiff's communicative activities that they entail. 260. Any permissible governmental interest served by the rate and service content regulation provisions can be adequately served by more narrowly tailored measures that do not abridge plaintiff's First Amendment rights. 261. The rate and service content regulation provisions violate plaintiff's rights under the First Amendment. 262. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. FIFTEENTH CAUSE OF ACTION 263. Plaintiff repeats and realleges the allegations of paragraph 1 through 262 above as though fully set forth herein. 264. The program creation provision of the 1992 Cable Act threatens to bar cable operators, including plaintiff, from producing or creating video programming. -96- This threat of naked restraint upon plaintiff's ability to produce or create programming is intended to, and does, chill plaintiff's production, creation and dissemination of news, information and entertainment. 265. Although facially applicable to all program creators that are affiliated with any multichannel video programming distributors, the provision will in fact apply, and was intended by Congress to apply, only to program creators that are affiliated with cable operators. 266. There is no permissible governmental interest sufficient to warrant such an interference with the ability of cable operators, including plaintiff, to produce and create video programming. There is no permissible governmental interest sufficient to warrant preventing cable operators, but not others, from producing or creating programming. 267. Any permissible governmental interest served by such limitation can be adequately served by more narrowly tailored measures that would not violate plaintiff's First Amendment rights. 268. The limitation on the ability of cable. operators to create programming violates plaintiff's rights under the First Amendment. -97- 269. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. SIXTEENTH CAUSE OF ACTION 270. Plaintiff repeats and realleges the allegations of paragraphs 1 through 269 above as though fully'set forth herein. 271. The limitation an subscriber numbers provisions of the 1992 Cable Act will limit plaintiff's ability to disseminate news, information and entertainment to persons willing to receive such communications from plaintiff. 272. Such provisions have.the effect of censoring the views of cable operators and programmers owned by plaintiff by prohibiting their speech from reaching a certain segment of the public. 273. There is no permissible governmental interest sufficient to warrant restricting the number of subscribers with which plaintiff can communicate. 274. Any permissible governmental interest served by such a limitation can be adequately served by more narrowly tailored measures that do not infringe plaintiff's First Amendment rights. -98- • 275. The provisions of the 1992 Cable Act concerning limitation of the number of subscribers violate plaintiff's rights under the First Amendment. 276. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. SEVENTEENTH CAUSE OF ACTION 277. Plaintiff repeats and realleges the allegations of paragraphs 1 through 276 above as if fully set forth herein. 278. The provisions of the 1992 Cable Act exempting municipal authorities that operate multichannel video programming distributors from franchise requirements and from damage awards enable such authorities to retaliate against plaintiff's cable systems for positions they have taken or may take on political matters or issues, including franchising matters and issues. Such provisions also discriminate in favor of such government speakers and. against private speakers such as plaintiff. 279. No permissible governmental interest is served by conferring such powers upon such authorities or by discriminating in their favor. 280. Any permissible governmental interest served by such provisions could be adequately served by more narrowly tailored measures. -99- • 281. Such provisions violate plaintiff's rights under the First Amendment. 282. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plaintiff has no adequate remedy at law. EIGHTEENTH CAUSE OF ACTION 283. Plaintiff repeats and realleges the allega- tions of paragraphs 1 through 282 above as if fully set forth herein. 284. Plaintiff's First Amendment rights as a member of the press are fundamental rights. 285. Individually and together, the provisions of the 1992 Cable Act and of the 1934 Communications Act that are challenged herein were intended to discriminate, and have the purpose and effect of discriminating, against plaintiff, and in favor of traditional broadcasters and/or other non -cable media speakers, merely because plaintiff has elected to exercise its First Amendment rights as a•member of the press through the operation of cable television systems and cable programming services. 286. Any permissible governmental interest served by the challenged provisions of law, either singly or together, is insufficient to justify the imposition of such discriminatory burdens upon plaintiff's exercise of its fundamental First Amendment rights. -100- 287. Singly and together, the challenged provisions violate plaintiff's right to equal protection under law, as guaranteed by the Equal Protection component of the Due Process Clause of the Fifth Amendment of the United States Constitution. 288. Such violation of plaintiff's Constitutional rights threatens plaintiff with irreparable injury. Plain- tiff has no adequate remedy at law. prayers for Relief WHEREFORE, TWE respectfully requests the following relief: 1. That the Court issue a declaratory judgment that Sections 3, 4, 5, 6, 7(b)(4)(B) and (c), 9, 10(d), 11, 15, 19, 24 and 25 of the 1992 Cable Act and Sections 611 and 612 of the 1984 Cable Act violate the First Amendment to the United States Constitution and that therefore these provisions are void and of no force or effect. 2. That the Court issue a declaratory judgment that Sections 4 and 6 of the 1992 Cable Act are not severable, and that because Section 4 of that Act violates the First Amendment to the United States Constitution, Section 6 is void and of no force or effect. 3. That the Court issue a declaratory judgment that Sections 3, 4, 5, 6, 7(b)(4)(B) and (c), 9, 10(d), 11, 15, 19, 24 and 25 of the 1992 Cable Act and Sections 611 and -101- • 612 of the 1984 Cable Act violate the Equal Protection component of the Due Process Clause of the Fifth Amendment to the United States Constitution and that therefore these • provisions are void and of no force or effect. 4. That the Court issue a declaratory judgment that Sections 4, 5 and 6 of the 1992 Cable Act in combination with Sections 611 and 612 of the 1984 Cable Act violate the Takings Clause of the Fifth Amendment to the United States Constitution and that therefore these provisions are void and of no force and effect. 5. That the Court issue a preliminary injunction enjoining defendants from enforcing or implementing in any fashion Sections 3, 4, 5, 6, 7(b)(4)(B) and (c), 9, 10(d), 11, 15, 19, 24 and 25 of the 1992 Cable Act and Sections 611 and 612 of the 1984 Cable Act pending a final decision by the Court. 6. That the Court issue a permanent injunction enjoining defendants form enforcing or implementing in any fashion Sections 3, 4, 5, 6, 7(b)(4)(B) and (c) , 9, 10(d), 11, 15, 19, 24 and 25 of the 1992 Cable Act and .Sections 611 and 612 of the 1984 Cable Act. 7. That the Court award TWE its attorney's fees and costs incurred in maintaining this action. -102- 8. That the Court award such further and other relief as it deems just and proper. Washington, D.C. November 5, 1992 WILLKIE FARR & GALLAGHER is/ /3.4A4, Brian Conboy, Esq. (D.C. Bar No. 152025) Three Lafayette Centre 1155 21st St., N.W., 6th Floor Washington, DC 20036-3384 (202) 328-8000 Attorneys for Plaintiff Time Warner Entertainment Company, L.P. Of Counsel: Robert D. Joffe, Esq. Stuart W. Gold, Esq. Stephen S. Madsen, Esq. - CRAVATH, SWAINE & MOORE Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000