Daily Court Transcripts

May 11, 2000

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                                                     VOLUME 8 

                                                     PAGES 1499 - 1696  

                               UNITED STATES DISTRICT COURT 

                              NORTHERN DISTRICT OF CALIFORNIA 

              BEFORE THE HONORABLE VAUGHN R. WALKER, JUDGE 

              CLINTON REILLY,             ) 
                                          ) 
                         PLAINTIFF,       ) 
                                          ) 
                VS.                       )         NO. C 00-0119 VRW 
                                          ) 
              THE HEARST CORPORATION,     ) 
              ET AL.,                     ) 
                                          )   
                         DEFENDANTS.      ) 
              ____________________________)                             
                                         SAN FRANCISCO, CALIFORNIA 
                                         THURSDAY, MAY 11, 2000 
               
                                 TRANSCRIPT OF PROCEEDINGS 
              APPEARANCES: 
              FOR PLAINTIFF:          JOSEPH M. ALIOTO LAW FIRM 
                                      ONE EMBARCADERO CENTER, SUITE 4000 
                                      SAN FRANCISCO, CALIFORNIA  94111 
                                 BY:  JOSEPH M. ALIOTO  
                                      ANGELINA ALIOTO-GRACE                         
                                      ATTORNEYS AT LAW  
                 
                                      SHULMAN, WALCOTT & SHULMAN, P.A.                         
                                      121 WEST FRANKLIN AVENUE 
                                      MINNEAPOLIS, MINNESOTA  55404 
                                 BY:  DANIEL R. SHULMAN 
                                      JAMES HILBERT 
                                      ATTORNEYS AT LAW   

                        (APPEARANCES CONTINUED ON FOLLOWING PAGE)   

              REPORTED BY:            JO ANN BRYCE, CSR, RMR, CRR, FCRR 
                                      JUDITH N. THOMSEN, CSR, RMR, FCRR 
                                      OFFICIAL REPORTERS, USDC 

                         COMPUTERIZED TRANSCRIPTION BY ECLIPSE 

              


                                                                         1500



         1    APPEARANCES:  (CONTINUED) 

         2    FOR DEFENDANT           SHEPPARD, MULLIN, RICHTER & HAMPTON 
              HEARST CORPORATION:     FOUR EMBARCADERO CENTER, 17TH FLOOR 
         3                            SAN FRANCISCO, CALIFORNIA  94111 
                                 BY:  GARY L. HALLING 
         4                            THOMAS D. NEVINS 
                                      ATTORNEYS AT LAW 
         5     
                                      BAKER & HOSTETLER LLP                         
         6                            1050 CONNECTICUT AVE., N.W. 
                                         SUITE 1100 
         7                            WASHINGTON, D.C.  20036            
                                 BY:  GERALD A. CONNELL 
         8                            ATTORNEY AT LAW                         
                                       
         9    FOR DEFENDANT           LATHAM & WATKINS 
              CHRONICLE PUBLISHING    505 MONTGOMERY STREET 
        10    COMPANY:                  SUITE 1900 
                                      SAN FRANCISCO, CALIFORNIA  94111 
        11                       BY:  PETER K. HUSTON 
                                      J. THOMAS ROSCH 
        12                            GREGORY P. LINDSTROM 
                                      ATTORNEYS AT LAW 
        13     
              FOR INTERVENOR-         MC CUTCHEN, DOYLE, BROWN & ENERSEN                         
        14    DEFENDANT EXIN, LLC:    THREE EMBARCADERO CENTER, SUITE 1800 
                                      SAN FRANCISCO, CALIFORNIA  94111  
        15                       BY:  DAVID M. BALABANIAN 
                                      CHRISTOPHER B. HOCKETT      
        16                            ATTORNEYS AT LAW                         

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         1                               I N D E X 

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              DEFENDANTS' WITNESSES                          PAGE    VOL. 
         4     
              FALK, STEVEN 
         5    REDIRECT EXAMINATION BY MR. HALLING            1553      8
                 
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         7    ROSSE, JAMES 
              DIRECT EXAMINATION BY MR. CONNELL              1567      8
         8    CROSS-EXAMINATION BY MR. ROSCH                 1657      8
              CROSS-EXAMINATION BY MR. SHULMAN               1659      8
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                                                                         1502



         1                               I N D E X 

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         4    DEFENDANTS' EXHIBITS   W/DRAWN       IDEN      EVID    VOL.     
               
         5    1195                                           1612      8
              1196                                           1604      8
         6    H-954                                          1569      8
               
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                                                                         1503
                                   FALK - CROSS / ALIOTO 


         1               THE COURT:  VERY WELL.  GOOD MORNING, COUNSEL. 

         2               MR. HALLING:  GOOD MORNING, YOUR HONOR. 

         3               MR. ALIOTO:  GOOD MORNING, YOUR HONOR. 

         4               THE COURT:  A STIPULATION HAS BEEN PLACED BEFORE ME. 

         5               MR. BALABANIAN, THIS IS -- THIS STIPULATION IS NOT 

         6    SIGNED BY THE OTHER PARTIES, BUT I GATHER IT'S AGREEABLE TO ALL 

         7    PARTIES?  THIS IS A STIPULATION THAT WAS FILED -- IT WAS 

         8    RECEIVED YESTERDAY, A STIPULATION AND ORDER.  IT'S REGARDING 

         9    CERTAIN EXHIBITS. 

        10               MR. BALABANIAN:  YES, YOUR HONOR.  THE COURT 

        11    REQUESTED WE DO IT IN WRITING RATHER THAN READING IT INTO THE 

        12    RECORD. 

        13               THE COURT:  OH, THIS IS THAT -- 

        14               MR. BALABANIAN:  THAT'S CORRECT. 

        15               THE COURT:  OKAY.  GOOD.  VERY WELL.  THAT WILL BE 

        16    FILED, THEN.  I WILL GIVE THAT TO THE CLERK FOR FILING. 

        17               CLERK? 

        18               THE LAW CLERK:  I'M SORRY. 

        19               THE COURT:  ALL RIGHT.  MR. ALIOTO, ARE YOU READY TO 

        20    CONTINUE YOUR CROSS-EXAMINATION OF MR. FALK? 

        21               MR. ALIOTO:  I AM, YOUR HONOR. 

        22               THE COURT:  VERY WELL.   

        23               MR. FALK, DO YOU UNDERSTAND THAT YOU ARE STILL UNDER 

        24    THE OATH THAT YOU TOOK YESTERDAY? 

        25               THE WITNESS:  YES. 


                                                                         1504
                                   FALK - CROSS / ALIOTO 


         1               THE COURT:  AND IT APPLIES TO THIS TESTIMONY, AS 

         2    WELL AS YOUR TESTIMONY YESTERDAY? 

         3               THE WITNESS:  YES. 

         4               MR. ALIOTO:  MAY IT PLEASE YOUR HONOR. 

         5               I RESPECTFULLY POINT OUT TO THE COURT, I DID SAY I 

         6    WOULD TAKE ABOUT 20 MINUTES.  IT MAY BE A LITTLE MORE AFTER -- 

         7    I HOPE NOT TOO MUCH MORE BUT . . . 

         8               THE COURT:  ALL RIGHT.  WELL, IT WILL TAKE LONGER IF 

         9    YOU KEEP TALKING ABOUT IT. 

        10               MR. ALIOTO:  OKAY. 

        11               IF I MAY APPROACH THE EASEL, YOUR HONOR? 

        12               THE COURT:  YES.  GO AHEAD. 

        13                            STEVEN  FALK,  

        14    CALLED AS A WITNESS FOR THE DEFENDANTS, HAVING BEEN PREVIOUSLY 

        15    DULY SWORN, TESTIFIED FURTHER AS FOLLOWS:   

        16                            CROSS-EXAMINATION   (RESUMED) 

        17    BY MR. ALIOTO: 

        18    Q.   MR. FALK, YESTERDAY WE PUT ON THE EASEL THE DIVISION OR 

        19    APPROXIMATE DIVISIONS OF THE REVENUES FROM THE TWO NEWSPAPERS 

        20    THAT WOULD GO INTO THE SAN FRANCISCO NEWSPAPER AGENCY AND THEN 

        21    BEFORE THERE WOULD BE THE NET EXCESS DIVIDED. 

        22               DO YOU REMEMBER WE WENT OVER THIS -- THIS CHART ON 

        23    THE EASEL? 

        24    A.   YES. 

        25    Q.   AND IT WAS SHOWING, FOR THE RECORD, THAT ADVERTISING 


                                                                         1505
                                   FALK - CROSS / ALIOTO 


         1    REVENUE WAS APPROXIMATELY 80 PERCENT OF THE REVENUE AND 

         2    CIRCULATION REVENUE WAS APPROXIMATELY 20 PERCENT OF THE TOTAL 

         3    REVENUE.  SO THAT ADVERTISING WOULD BE SOMEWHERE IN THE RANGE 

         4    OF $350 MILLION.  DO YOU REMEMBER THAT? 

         5    A.   YES. 

         6    Q.   NOW, WITH REGARD TO THE ADVERTISING REVENUE, I BELIEVE YOU 

         7    STATED YESTERDAY THAT APPROXIMATELY 99 PERCENT OF THAT IS SOLD 

         8    ON A COMBINATION BASIS. 

         9    A.   YES. 

        10    Q.   AND BY "COMBINATION BASIS," THAT MEANS THAT IT'S SOLD ON 

        11    BEHALF OF BOTH THE EXAMINER AND THE CHRONICLE. 

        12    A.   IT'S A COMBINATION RATE. 

        13    Q.   SO LET'S SEE IF WE GET THIS. 

        14               SO FROM THE ADVERTISER'S STANDPOINT -- I WILL PUT 

        15    "ADVERTISER" UP ON THE TOP -- I WILL WRITE "ADVERTISER." 

        16               SO WHAT THEY GET IS THERE WILL BE ONE RATE, CORRECT, 

        17    ONE PRICE? 

        18    A.   ONE COMBO RATE, PRICE. 

        19    Q.   YES.  ONE RATE. 

        20               AND FOR THAT THEY GET TWO NEWSPAPERS, THE CHRONICLE 

        21    AND EXAMINER? 

        22    A.   YES, MULTIPLE EDITIONS OF TWO NEWSPAPERS. 

        23    Q.   OKAY.  MULTIPLE EDITIONS OF THE CHRONICLE AND THE 

        24    EXAMINER. 

        25               WOULD YOU EXPLAIN THAT, "MULTIPLE EDITIONS"?  DO YOU 


                                                                         1506
                                   FALK - CROSS / ALIOTO 


         1    MEAN THE MULTIPLE EDITIONS OF THE EXAMINER, ONE COMING OUT AT 

         2    11:00 O'CLOCK, 12:00 O'CLOCK? 

         3    A.   YES. 

         4    Q.   ONE AT 1:00 O'CLOCK, ONE LATER? 

         5    A.   THERE IS A HOME DELIVERY EDITION, SINGLE COPY EDITION, 

         6    LATE COPY EDITION, SAME ON THE CHRONICLE. 

         7    Q.   OKAY.  SO THEY GET ONE RATE, THEY GET -- AND THEY GET BOTH 

         8    PAPERS, AND, OF COURSE, THEY GET THE CIRCULATION OF BOTH, 

         9    RIGHT? 

        10    A.   YES. 

        11    Q.   OKAY.  NOW I WOULD LIKE TO SHOW YOU WHAT WAS ON YOUR 

        12    CROSS-EXAMINATION -- ON YOUR DIRECT EXAMINATION YOU WERE SHOWN 

        13    BY YOUR COUNSEL WHAT IS MARKED IN EVIDENCE AS H-0983 AND 8 -- 

        14    IF I MAY APPROACH THE WITNESS, YOUR HONOR? 

        15               THE COURT:  YES. 

        16    BY MR. ALIOTO: 

        17    Q.   0983 THAT YOU WERE QUESTIONED ON BY YOUR COUNSEL YESTERDAY 

        18    IS HEAD NOTED "JOA - AM ONLY, P&L COMPARISON, PD 4 PRO FORMA 

        19    AGAINST AM ONLY." 

        20               DO YOU REMEMBER YOU WERE QUESTIONED BY YOUR COUNSEL 

        21    ON THAT YESTERDAY? 

        22    A.   YES, I DO. 

        23    Q.   ALL RIGHT.  NOW, I WOULD LIKE TO -- I AM GOING TO USE THE 

        24    ELMO ON THIS. 

        25               AND, FIRST OF ALL, LET'S FOCUS IN ON -- LET'S FOCUS 


                                                                         1507
                                   FALK - CROSS / ALIOTO 


         1    IN ON THE TOP.  OKAY.  IT SAYS, "JOA - AM ONLY, P&L COMPARISON, 

         2    PD 4 PRO FORMA AGAINST AM ONLY." 

         3               NOW, WHEN YOU SAY "JOA - AM ONLY," WHAT DOES THAT 

         4    MEAN? 

         5    A.   "JOA" STANDS FOR JOINT OPERATING AGREEMENT, AM ONLY. 

         6    Q.   WHAT IS "AM ONLY"? 

         7    A.   "AM ONLY" WOULD REFER TO THE CHRONICLE. 

         8    Q.   SO WHAT -- SO WE COULD SUBSTITUTE FOR "AM ONLY" -- WE 

         9    COULD SUBSTITUTE "CHRONICLE ONLY"; IS THAT RIGHT? 

        10    A.   CHRONICLE ONLY. 

        11    Q.   OKAY.  SO THIS IS A COMPARISON OR MEANT TO BE A P&L 

        12    COMPARISON BETWEEN THE PERFORMANCE OF THE JOA AND THE 

        13    PERFORMANCE OF THE CHRONICLE ONLY, OUTSIDE THE JOA, RIGHT? 

        14    A.   THE SIMPLEST EXPLANATION IS THIS WAS A FINANCIAL ANALYSIS 

        15    OF WHAT SAN FRANCISCO NEWSPAPER AGENCY'S FINANCES WOULD LOOK 

        16    LIKE IF THERE WAS NO EXAMINER. 

        17    Q.   OKAY. 

        18    A.   IF THE EXAMINER WAS CLOSED. 

        19    Q.   OKAY.  THEN -- ALL RIGHT.  SO THEN LET'S USE THAT 

        20    EXPRESSION. 

        21               SO WHEN WE HAVE "AM ONLY," WE COULD SUBSTITUTE THAT 

        22    FOR MEANING EXAMINER GONE, CLOSED.  OKAY?  IS THAT RIGHT?  IS 

        23    THAT WHAT YOU JUST SAID? 

        24    A.   OKAY. 

        25    Q.   OKAY.  SO THIS IS A COMPARISON. 


                                                                         1508
                                   FALK - CROSS / ALIOTO 


         1               ALL RIGHT.  NOW, IN THIS COMPARISON YOU HAVE "PD 4 

         2    PRO FORMA."  WHAT IS THE "PD 4"? 

         3    A.   PERIOD 4, AS OF PERIOD 4, ACTUAL, AND PROJECTION FOR THE 

         4    REST OF THE YEAR, WHICH IS WHAT "PRO FORMA" MEANS.  THAT'S WHAT 

         5    THE PROJECTIONS FOR EIGHT MONTHS -- 

         6    Q.   OKAY. 

         7    A.   -- EIGHT MONTHS AHEAD, FOUR MONTHS ACTUAL, LOOKED LIKE AT 

         8    THE TIME. 

         9    Q.   WAIT A MINUTE.  BY "PD 4," ARE YOU TALKING ABOUT THE 

        10    FOURTH QUARTER?  IS THAT WHAT YOU ARE SAYING? 

        11    A.   NO, PERIOD 4. 

        12    Q.   PERIOD 4? 

        13    A.   YES. 

        14    Q.   I'M SORRY.  I DIDN'T UNDERSTAND YOUR EXPLANATION.  WOULD 

        15    YOU STATE AGAIN? 

        16    A.   THERE ARE 12 PERIODS, MONTHS.  IT'S AN ACCOUNTING PERIOD. 

        17    Q.   OKAY. 

        18    A.   AS OF -- THIS WAS DONE IN MAY, SO THE FIGURES WERE ACTUAL 

        19    THROUGH APRIL, PROJECTED FOR MAY THROUGH DECEMBER. 

        20    Q.   OKAY.  ALL RIGHT. 

        21               SO ON THE PD 4 -- IN OTHER WORDS, YOU JUST TAKE IN 

        22    ONE MONTH.  IS THAT WHAT YOU ARE TELLING ME? 

        23    A.   FOUR MONTHS ACTUAL, EIGHT MONTHS PROJECTED. 

        24               MR. ALIOTO:  OKAY. 

        25               THE COURT:  THE EXHIBIT NUMBER HERE IS WHAT? 


                                                                         1509
                                   FALK - CROSS / ALIOTO 


         1               MR. HALLING:  983. 

         2               MR. ALIOTO:  983, YOUR HONOR. 

         3               THE COURT:  SORRY FOR THE INTERRUPTION. 

         4    BY MR. ALIOTO: 

         5    Q.   OKAY.  NOW, FOR THE "PD PRO FORMA," THE FIRST ITEM ON THE 

         6    LEFT-HAND COLUMN UNDER "REVENUES," YOU HAVE "ADVERTISING."  AND 

         7    THEN YOU BREAK UP THE ADVERTISING BETWEEN RETAIL, NATIONAL, 

         8    CLASSIFIED, AND THEN YOU HAVE A GROSS ADVERTISING REVENUE.  

         9    CORRECT? 

        10    A.   YES. 

        11    Q.   THAT'S THE WAY IT'S BROKEN DOWN. 

        12               AND THEN FOR THE PD OR FOR THE PRO FORMA, YOU COME 

        13    OUT WITH $332 MILLION AND FOR THE NO EXAMINER YOU ALSO COME OUT 

        14    WITH $332 MILLION.  CORRECT? 

        15    A.   YES. 

        16    Q.   SO THAT THERE IS NO DIFFERENCE ON THAT ONE. 

        17    A.   YES. 

        18    Q.   ALL RIGHT? 

        19               AND THEN FOR -- THEN YOU HAVE "TRADE DEALS", BAD 

        20    DEBTS."  THERE IS -- AND THERE IS NO DIFFERENCE ON THOSE, 

        21    EITHER? 

        22    A.   THAT'S CORRECT. 

        23    Q.   OKAY.  THEN YOU HAVE "CIRCULATION REVENUE," AND FOR THE 

        24    PD -- AND FOR PD YOU HAVE 90 -- FOR THE PD YOU HAVE 94.9 

        25    MILLION, AND THEN FOR THE NO EXAMINER YOU HAVE 90 FOR A 


                                                                         1510
                                   FALK - CROSS / ALIOTO 


         1    DIFFERENCE OF ABOUT, YOU SAY HERE -- I'M SORRY, IT'S 94.  YOU 

         2    HAVE A DIFFERENCE OF ABOUT 4.2 MILLION, RIGHT? 

         3    A.   YES. 

         4    Q.   OKAY.  DOES THAT MEAN THAT ON THE CIRCULATION -- THAT THE 

         5    CIRCULATION OF THE CHRONICLE WITH THE JO -- IN THE JOA WITH THE 

         6    EXAMINER, THE REVENUE IS 94 MILLION BUT WITHOUT THE EXAMINER IT 

         7    WILL BE 90 MILLION? 

         8    A.   YES. 

         9    Q.   OKAY.  SO THAT THERE WOULD BE A SLIGHT REDUCTION IN THE 

        10    REVENUE, $4.2 MILLION, IF THE EXAMINER IS NO LONGER THERE, 

        11    RIGHT?   

        12    A.   YES. 

        13    Q.   OKAY.  AND THEN YOU HAVE "OTHER REVENUE" OF NO CHANGE, AND 

        14    SO THEN THE TOTAL DIFFERENCE BETWEEN THE TOTAL REVENUE UNDER 

        15    THE JOA WITH BOTH NEWSPAPERS AND WITHOUT THE EXAMINER IS A 

        16    COMPARISON OF 429 MILLION TO 424.7 MILLION OR THE DIFFERENCE OF 

        17    4.291.  CORRECT? 

        18    A.   YES. 

        19    Q.   AND THAT DIFFERENCE IS DIRECTLY ATTRIBUTABLE TO SOME 

        20    DECREASE IN THE CIRCULATION.  CORRECT? 

        21    A.   YES. 

        22    Q.   THE IDEA THERE IS THAT UNDER THE JOA, THE CIRCULATION, IF 

        23    YOU COMBINE BOTH THE CHRONICLE AND THE EXAMINER, WOULD YIELD 

        24    THE 94 MILLION IF THE EXAMINER WAS CLOSED, YOU WOULD LOSE SOME 

        25    CIRCULATION BECAUSE OF THAT, BUT YOU WOULD PICK UP A LOT OF IT.  


                                                                         1511
                                   FALK - CROSS / ALIOTO 


         1    IS THAT THE IDEA? 

         2    A.   WE -- 

         3    Q.   SO THAT YOU WOULD HAVE A NET LOSS OF ABOUT 4 MILLION? 

         4    A.   YES, THAT'S RIGHT. 

         5    Q.   OKAY.  THEN YOU GO TO THE EXPENSES.  OKAY. 

         6               NOW, ON THE TOP IS THE "PAYROLL," THE FIRST EXPENSE 

         7    YOU HAVE, AND THE FIRST LINE IS "CIRCULATION."  SO THAT UNDER 

         8    THE PRO FORMA JOA FOR CIRCULATION, PAYROLL, YOU ARE TALKING 

         9    ABOUT 30.7 MILLION AS OPPOSED TO IF THE EXAMINER IS CLOSED 25 

        10    AND A HALF MILLION.  CORRECT? 

        11    A.   YES. 

        12    Q.   AND THAT'S A DIFFERENCE, YOU HAVE ON THE FAR SIDE, RIGHT 

        13    SIDE, OF $5 MILLION.  RIGHT? 

        14    A.   YES. 

        15    Q.   SO THAT MEANS THAT SOME PEOPLE, THAT WOULD BE WORKING 

        16    UNDER THE JOA, IF THE CHRONICLE WERE CLOSED, YOU WOULDN'T NEED 

        17    THEM ANYMORE AND YOU DON'T HAVE TO PAY THEIR PAYROLL.  RIGHT? 

        18               THE COURT:  I THINK YOU MEAN THE EXAMINER. 

        19               THE WITNESS:  IF THE EXAMINER WAS CLOSED? 

        20    BY MR. ALIOTO: 

        21    Q.   IF THE EXAMINER WAS CLOSED, YES. 

        22    A.   WE WOULD NOT NEED AS MANY PEOPLE, THAT'S CORRECT. 

        23    Q.   ALL RIGHT.  SO, I MEAN, I DON'T WANT TO GET INDELICATE, 

        24    BUT, I MEAN, SOME PEOPLE WILL BE FIRED.  RIGHT? 

        25    A.   THERE WILL DEFINITELY BE LESS WORK, YES. 


                                                                         1512
                                   FALK - CROSS / ALIOTO 


         1    Q.   THERE WILL BE LESS WORK AND LESS WORKERS, CORRECT, AND 

         2    LESS PAYROLL.  RIGHT? 

         3    A.   THAT'S TRUE. 

         4    Q.   OKAY? 

         5               THE COURT:  LET ME INTERRUPT, MR. ALIOTO. 

         6               WHAT IS "FTE" THAT'S REFERRED TO? 

         7               THE WITNESS:  FULL TIME.  IT STANDS FOR FULL-TIME 

         8    EQUIVALENT, A FULL-TIME -- 

         9               THE COURT:  EQUIVALENT EMPLOYEES? 

        10               THE WITNESS:  EMPLOYEE, YES. 

        11    BY MR. ALIOTO: 

        12    Q.   THAT'S ON THE RIGHT SIDE, "REDUCTION OF 125 FTE'S." 

        13    A.   125 JOBS. 

        14    Q.   125 JOBS? 

        15    A.   EMPLOYEES. 

        16    Q.   OKAY.  AND THOSE 125 EMPLOYEES WILL ACCOUNT FOR A 

        17    $5 MILLION SAVING FROM THE CHRONICLE IS -- IF THE EXAMINER IS 

        18    CLOSED.  CORRECT? 

        19    A.   YES. 

        20    Q.   OKAY.  BACK TO THE SECOND LINE IS "PRODUCTION AND BUILDING 

        21    SERVICES." 

        22               NOW, ARE THESE EMPLOYEES IN CONNECTION WITH THE 

        23    PRESSES OR WHAT? 

        24    A.   YES. 

        25    Q.   OKAY.  AND, AGAIN, HERE THERE IS A DIFFERENCE OF 


                                                                         1513
                                   FALK - CROSS / ALIOTO 


         1    $3.3 MILLION IN THE PAYROLL.  SO IT MEANS THAT THERE WILL BE A 

         2    REDUCTION OF 83 EMPLOYEES.  CORRECT? 

         3    A.   YES. 

         4    Q.   AND THEN ALL OTHERS, THERE IS NO DIFFERENCE.  SO THERE IS 

         5    A TOTAL DIFFERENCE HERE WITH REGARD TO THE PAYROLL OF 

         6    $8.4 MILLION.  CORRECT? 

         7    A.   YES. 

         8    Q.   AND IT WOULD BE -- AND IT WOULD BE APPROXIMATELY 208 JOBS? 

         9    A.   YES. 

        10    Q.   OKAY.  NOW, "H/W & PENSION," WHAT'S THAT? 

        11    A.   HEALTH, WELFARE AND PENSION. 

        12    Q.   OKAY.  AND, AGAIN, THAT'S IN REFERENCE TO THE EMPLOYEES, 

        13    CORRECT? 

        14    A.   THAT'S THE BENEFIT PORTION OF PAYROLL, YES. 

        15    Q.   OKAY.  SO THAT IF THERE IS THIS REDUCTION OF THIS 208 

        16    EMPLOYEES BY REASON OF CLOSING THE EXAMINER, THEN THERE WOULD 

        17    BE A SAVINGS OF APPROXIMATELY $2.4 MILLION.  CORRECT? 

        18    A.   YES. 

        19    Q.   AND THAT, AGAIN, IS BROKEN OUT TO CIRCULATION, PRODUCTION, 

        20    ET CETERA. 

        21               ALL RIGHT.  THEN THERE ARE TRADE DEALS.  YOU HAVE 

        22    ZERO DIFFERENCE. 

        23               NEWSPRINT.  SO NEWSPRINT, INK AND SUPPLEMENTS, WE 

        24    HAVE A DIFFERENCE THERE OF $71 MILLION -- $71.3 MILLION WITH 

        25    THE -- BOTH NEWSPAPERS AND IT'S LOOKS LIKE 55 -- 65.  65.  WAIT 


                                                                         1514
                                   FALK - CROSS / ALIOTO 


         1    A MINUTE. 

         2    A.   66. 

         3    Q.   66.  OKAY.  THANK YOU.  I CAN'T SEE IT UP THAT CLOSE.  ALL 

         4    RIGHT.  66.5 FOR NEWSPRINT. 

         5               NOW, THAT MEANS THAT THERE WILL BE LESS PAPER NEEDED 

         6    TO PUT OUT JUST THE CHRONICLE WITH THE EXAMINER CLOSED.  RIGHT? 

         7    A.   YES. 

         8    Q.   OKAY. 

         9    A.   IT CORRELATES WITH CIRCULATION. 

        10    Q.   ALL RIGHT.  SO THERE -- THERE IS THE SO-CALLED "SAVINGS" 

        11    THERE OF $4.7 MILLION.  CORRECT? 

        12    A.   YES. 

        13    Q.   OKAY.  NOW, THEN, OTHER EXPENSES, YOU HAVE CIRCULATION, 

        14    PRODUCTION, ALL OTHER DEPARTMENTS, AND YOU ALSO HAVE A 

        15    DIFFERENCE THERE.  AND THERE YOU HAVE -- UNDER "CIRCULATION," 

        16    IT GOES FROM $68 MILLION DOWN TO $59.89 MILLION, AND THAT 

        17    EXPENSE IS -- THOSE ARE, YOU SAY ON THE SIDE, "CONTRACTUAL PAY, 

        18    SOLICITATION, RETENTION, ET CETERA." 

        19               DO YOU SEE THAT? 

        20    A.   YES. 

        21    Q.   OKAY.  SO THAT MEANS THAT YOU DON'T NEED TO DO A LOT OF 

        22    THE ADVERTISING TO GET THE CIRCULATION, AND YOU DON'T NEED TO 

        23    MAKE THE CONTRACTS AND YOU DON'T NEED TO DO AS MUCH AS YOU 

        24    WOULD HAVE TO DO IF THERE WERE BOTH PAPERS. 

        25    A.   YES.  MOST OF THAT IS THE CARRIER DELIVERY FEES. 


                                                                         1515
                                   FALK - CROSS / ALIOTO 


         1    Q.   CARRIER DELIVERY FEES.  OKAY.  SO YOU DON'T NEED AS MANY 

         2    CARRIER DELIVERERS THAT YOU DID WHEN YOU WOULD HAVE BOTH 

         3    PAPERS? 

         4    A.   THAT'S CORRECT. 

         5    Q.   PRODUCTION.  THERE IS ALSO A SAVINGS THERE OF 

         6    APPROXIMATELY A MILLION DOLLARS, AND YOU ATTRIBUTE THAT TO 

         7    FILM, PLATES AND PARTS.  THOSE ARE PIECES OF EQUIPMENT 

         8    ASSOCIATED WITH THE PRESS INK, CORRECT? 

         9    A.   CORRECT. 

        10    Q.   AND YOU DON'T NEED THOSE ANYMORE BECAUSE YOU DON'T NEED 

        11    TWO DIFFERENT MASTHEADS, I GUESS; YOU DON'T NEED TWO DIFFERENT 

        12    TYPES OF TYPING, THAT KIND OF THING? 

        13    A.   YES. 

        14    Q.   OKAY.  AND THEN, FINALLY, SO YOU HAVE YOUR TOTAL EXPENSES, 

        15    AND THE DIFFERENCE IN THE TOTAL EXPENSES IS THE 24 ON THE FAR 

        16    RIGHT, THE TOTAL EXPENSE IS 322.9 MILLION WITH BOTH PAPERS.  IF 

        17    THE EXAMINER IS CLOSED, IT'S 298 MILLION FOR A SAVINGS OF 

        18    $24 MILLION.  RIGHT? 

        19    A.   YES. 

        20    Q.   AND THEN YOU HAVE WHAT'S CALLED THE "GROSS EXCESS."  AND, 

        21    I TAKE IT, THAT THE GROSS EXCESS IS DEDUCTING THE EXPENSES FROM 

        22    THE TOTAL REVENUE THAT WE DID UP HERE.  YOU WOULD TAKE, FOR 

        23    EXAMPLE, THE 429 MILLION, WHICH IS THE TOTAL REVENUE.  YOU 

        24    WOULD DEDUCT THE TOTAL EXPENSES, 322 MILLION, TO GET UP TO 106.  

        25    CORRECT? 


                                                                         1516
                                   FALK - CROSS / ALIOTO 


         1    A.   YES. 

         2    Q.   AND SO THERE IS A DIFFERENCE HERE BETWEEN $106 MILLION 

         3    WITH BOTH PAPERS AND EXPENSES -- I MEAN, GROSS EXCESS OF 

         4    $106 MILLION.  AND IF YOU CLOSE THE EXAMINER, THERE IS 

         5    $126 MILLION.  SO THERE IS A DIFFERENCE HERE OF $20 MILLION -- 

         6    20 AND A HALF MILLION DOLLARS.  RIGHT? 

         7    A.   YES, ON IMPROVEMENT. 

         8    Q.   WHAT'S THAT? 

         9    A.   AN IMPROVEMENT OF $20 MILLION. 

        10    Q.   IMPROVEMENT.  OKAY.  AN IMPROVEMENT. 

        11               THE IMPROVEMENT AT THE SACRIFICE OF THE EXAMINER? 

        12    A.   WITH NO EXAMINER. 

        13    Q.   WITH NO EXAMINER.  OKAY. 

        14               NOW, THAT 20 AND A HALF MILLION DOLLARS WOULD, I 

        15    TAKE IT -- BASICALLY, IT GOES DOWN TO THE -- THERE IS NO 

        16    SERVICE CHARGE SO IT GOES DOWN TO THE NET EXCESS OF 

        17    $20.545 MILLION. 

        18               AND THAT, BASICALLY, WOULD GO TO THE BOTTOM LINE, 

        19    WOULDN'T IT? 

        20    A.   THAT IS THE BOTTOM LINE -- 

        21    Q.   THAT IS THE BOTTOM LINE. 

        22               OKAY.  NOW -- 

        23    A.   -- OF THE NEWSPAPER AGENCY. 

        24    Q.   RIGHT.  NOW, THIS PAPER -- NOW, THIS DOCUMENT WAS 

        25    PREPARED -- WHO DID YOU SAY YOU PREPARED THIS FOR? 


                                                                         1517
                                   FALK - CROSS / ALIOTO 


         1    A.   I -- IT HAS NO COVER MEMO.  IT WAS PREPARED FOR BOTH THE 

         2    CHRONICLE AND HEARST. 

         3    Q.   OKAY.  CHRONICLE AND HEARST. 

         4               OKAY.  NOW, EVEN THOUGH YOU ARE CLOSING THE 

         5    EXAMINER, ON THE REVENUE SIDE OF THE ADVERTISING, YOU KEEP THAT 

         6    THE SAME.  CORRECT? 

         7    A.   YES. 

         8    Q.   SO THAT THESE ADVERTISERS -- SO THAT THE ADVERTISERS HERE, 

         9    WHEN THAT -- WHAT THEY ARE PAYING -- THEY WILL STILL PAY THE 

        10    SAME RATE.  RIGHT? 

        11    A.   YES. 

        12    Q.   BUT THEY WON'T GET THE EXAMINER, WILL THEY? 

        13    A.   NO. 

        14    Q.   AND THEY WON'T GET THE MULTIPLE EDITIONS, EITHER, WILL 

        15    THEY? 

        16    A.   THAT'S CORRECT. 

        17    Q.   AND THEY WON'T GET THE CIRCULATION OF BOTH OF THEM, 

        18    EITHER, WILL THEY?  WILL THEY? 

        19    A.   WELL, THEY'LL -- THEY'LL, OBVIOUSLY, NOT GET EXAMINER 

        20    CIRCULATION.  THEY WILL GET MORE CHRONICLE CIRCULATION. 

        21    Q.   SO THEY WILL LOSE CIRCULATION, CORRECT? 

        22    A.   IN THIS ANALYSIS THE COMBINED DAILY CIRCULATION DECREASES 

        23    SLIGHTLY, YES. 

        24    Q.   OKAY.  SO THAT THE ADVERTISERS -- SO THAT THE ADVERTISERS, 

        25    THEN -- SO THAT THE ADVERTISERS, THEN, WILL BE PAYING THE SAME 


                                                                         1518
                                   FALK - CROSS / ALIOTO 


         1    RATE, BUT NOW INSTEAD OF TWO PAPERS THEY WILL ONLY GET ONE 

         2    PAPER.  INSTEAD OF THE COMBINED CIRCULATION THEY WILL ONLY GET 

         3    ONE CIRCULATION.  IS THAT RIGHT? 

         4    A.   YES, AND THEY WILL GET CLOSE TO THE SAME READERSHIP. 

         5    Q.   IS THAT RIGHT? 

         6    A.   YES.  I SAID, "YES." 

         7    Q.   OKAY.  SO THEY GET LESS FOR THE SAME PRICE, CORRECT? 

         8    A.   NOT LESS READERSHIP, PROBABLY, LESS -- LESS CIRCULATION.  

         9    REMEMBER, YESTERDAY THE DUPLICATION.  THERE IS 60 PERCENT 

        10    DUPLICATION BETWEEN THE EXAMINER AND CHRONICLE READERSHIP. 

        11    Q.   AND THESE ADVERTISERS, BY THE WAY, HAVE ANY OF THEM 

        12    CONTACTED YOU AND SAID, "HEY, LOOK, IF THE EXAMINER -- IF WE 

        13    ARE LOSING THE EXAMINER, WE NEED TO HAVE AN ADJUSTMENT IN THE 

        14    RATE.  WE ARE GETTING LESS.  WE ARE NOT GOING TO PAY THE SAME 

        15    PRICE." 

        16    A.   THIS WAS AN INTERNAL DOCUMENT, NOT ONE THAT WE PRESENTED 

        17    TO ADVERTISERS. 

        18    Q.   OKAY.  AND THIS FINAL PRICE, THIS $20 MILLION WHICH YOU 

        19    HAVE NOW SAID GOES TO THE BOTTOM LINE, THIS IS A RESULT OF 

        20    KEEPING THE SAME RATES BUT WITHOUT THE COST OF THE EXAMINER.  

        21    RIGHT? 

        22    A.   KEEPING -- THIS PROJECTION CALLED FOR THE SAME ADVERTISING 

        23    REVENUE. 

        24    Q.   OKAY.  AND THE ONLY REASON THAT YOU ARE ABLE TO DO THAT IS 

        25    BECAUSE THE CHRONICLE AND THE EXAMINER TOGETHER PRESENTLY HAVE 


                                                                         1519
                                   FALK - CROSS / ALIOTO 


         1    98 PERCENT OF THE SAN FRANCISCO MARKET. 

         2    A.   98 PERCENT OF WHAT MARKET? 

         3    Q.   SAN FRANCISCO. 

         4    A.   HOUSEHOLDS?  NO.  IT HAS TO BE 98 PERCENT OF SOMETHING. 

         5    Q.   WOULD YOU DESCRIBE THIS PROFIT AS A MONOPOLY PROFIT? 

         6    A.   A MONOPOLY PROFIT? 

         7    Q.   YES. 

         8    A.   NO. 

         9    Q.   LET ME SHOW YOU -- WHAT IS THE DROP, BY THE WAY, IN THE 

        10    CIRCULATION? 

        11    A.   ON PAGE 2 IS -- IS THE DETAIL.  IT'S -- I'D HAVE TO LOOK 

        12    AT IT HERE FOR A MINUTE -- (WITNESS READING DOCUMENT) -- A LOSS 

        13    OF 70,000. 

        14    Q.   70,000. 

        15               AND IS THAT -- AND WHEN YOU SAY "A LOSS OF 70,000," 

        16    DOES THAT MEAN FROM THE COMBINED CIRCULATION? 

        17    A.   YES. 

        18    Q.   OKAY.  SO THE ADVERTISER NOW HAS ONE PAPER INSTEAD OF TWO, 

        19    70,000 CIRCULATION LESS THAN HE HAD BEFORE, BUT PAYS THE SAME 

        20    PRICE.  CORRECT?  IS THAT CORRECT? 

        21    A.   THAT'S WHAT THIS ANALYSIS -- I MEAN, THIS IS A SNAPSHOT IN 

        22    TIME OF THE FINANCIAL ANALYSIS ON WHAT A DAY ONE SCENARIO WOULD 

        23    LOOK LIKE. 

        24    Q.   THAT IS NOT THE QUESTION.  THE QUESTION IS, NOW THE 

        25    ADVERTISERS WILL GET ONE NEWSPAPER LESS THAN THEY HAD, 70,000 


                                                                         1520
                                   FALK - CROSS / ALIOTO 


         1    CIRCULATION LESS, BUT THEY WILL PAY THE SAME PRICE.  IS THAT 

         2    TRUE? 

         3    A.   YES. 

         4    Q.   AND THIS ANALYSIS WAS GIVEN IN MAY OF '99.  RIGHT? 

         5    A.   YES. 

         6    Q.   AND THIS WAS GIVEN TO THE HEARST OFFICIALS, AMONG OTHERS.  

         7    CORRECT? 

         8    A.   YES. 

         9    Q.   AND NOW I WANT TO GO TO EXHIBIT 982.  EXHIBIT 982 WAS THE 

        10    STRATEGIC MARKETING PLAN 2000 THAT YOU WERE QUESTIONED ABOUT 

        11    YESTERDAY. 

        12               IF I MAY I APPROACH THE WITNESS, YOUR HONOR? 

        13               THE COURT:  YES, YOU MAY. 

        14    BY MR. ALIOTO: 

        15    Q.   I WOULD LIKE YOU TO TURN TO WHAT IS BATES NUMBER 0122031. 

        16               I DO NOT HAVE A CLEAN COPY OF THAT, YOUR HONOR.  IF 

        17    THERE IS -- IF YOU DO HAVE ANOTHER COPY, I WOULD LIKE TO USE 

        18    IT. 

        19               ARE YOU THERE?  ARE YOU ON THAT PAGE? 

        20    A.   031? 

        21    Q.   YES, 0122031. 

        22    A.   YES, I AM. 

        23               MR. ALIOTO:  THANK YOU VERY MUCH, COUNSEL. 

        24               THE WITNESS:  IT'S HARD TO READ. 

        25               THE COURT:  THAT'S IN THE MARKETING -- 


                                                                         1521
                                   FALK - CROSS / ALIOTO 


         1               MR. ALIOTO:  PARDON ME, YOUR HONOR? 

         2               THE COURT:  THAT'S IN THE MARKETING PLAN?  THE 

         3    WITNESS TESTIFIED ABOUT THIS? 

         4               MR. ALIOTO:  YES.  THAT IS THE STRATEGIC MARKETING 

         5    PLAN FOR 2000, AND I AM DIRECTING THE WITNESS' ATTENTION -- 

         6    BECAUSE THE PAGES ARE DIFFERENT IN DIFFERENT SECTIONS -- TO THE 

         7    PAGE WITH THE BATES NUMBER 0122031.  AND I WILL PUT THAT ON THE 

         8    ELMO TO THE EXTENT THAT I CAN. 

         9    BY MR. ALIOTO: 

        10    Q.   OKAY.  NOW, FIRST OF ALL, THIS MAP PURPORTS TO BE THE SAN 

        11    FRANCISCO AND THE BAY AREA, VARIOUS COUNTIES THROUGHOUT THE BAY 

        12    AREA, CORRECT? 

        13    A.   YES. 

        14    Q.   AND WITH REGARD TO EACH OF THOSE DIFFERENT COUNTIES, IT 

        15    ATTEMPTS TO PUT OUT THE CIRCULATIONS OF DIFFERENT PAPERS IN THE 

        16    DIFFERENT COUNTIES, CORRECT? 

        17    A.   DAILY NEWSPAPERS ONLY. 

        18    Q.   PARDON ME? 

        19    A.   DAILY NEWSPAPERS ONLY, YES. 

        20    Q.   DAILY NEWSPAPERS ONLY. 

        21               AND THAT'S SHOWN IN THE TOP RIGHT-HAND CORNER OF THE 

        22    DOCUMENT WHERE THEY HAVE DONE THOSE FIGURES.  CORRECT? 

        23    A.   YES. 

        24    Q.   AND LET'S SEE IF WE CAN ZERO IN ON THAT. 

        25               AND THAT IS DIVIDED -- THAT IS DIVIDED ON THE 


                                                                         1522
                                   FALK - CROSS / ALIOTO 


         1    LEFT-HAND SIDE BY THE DIFFERENT COUNTIES.  THE FIRST COLUMN, 

         2    VERTICAL COLUMN, IS THE TOTAL COMPETITION DAILY CIRCULATION.  

         3    DO YOU SEE THAT? 

         4    A.   YES. 

         5    Q.   TOTAL -- YES. 

         6    A.   THAT SAYS, "TOTAL COMPETITOR DAILY CIRCULATION." 

         7    Q.   "TOTAL COMPETITOR DAILY CIRCULATION." 

         8               THEN IT HAS SAN FRANCISCO CHRONICLE DAILY 

         9    CIRCULATION, SAN FRANCISCO EXAMINER DAILY CIRCULATION, AND THEN 

        10    IT HAS THE CHRONICLE AND EXAMINER'S JOINT SHARE, CORRECT? 

        11    A.   OF DAILY NEWSPAPER READER CIRCULATION, YES. 

        12    Q.   ALL RIGHT.  NOW, ACCORDING TO THIS DOCUMENT, IN SAN 

        13    FRANCISCO ALONE -- AND THAT'S THE ONE, TWO, THREE, FOUR -- THE 

        14    FIFTH ONE DOWN -- IT SHOWS, DOES IT NOT, THAT THE SAN FRANCISCO 

        15    CHRONICLE HAS A CIRCULATION OF 110.4 THOUSAND AND THE EXAMINER 

        16    HAS A CIRCULATION OF 54.378 THOUSAND, AND THEIR COMBINED SHARE 

        17    OF SAN FRANCISCO IS SHOWN AT 98 PERCENT.  IS THAT RIGHT? 

        18    A.   98 PERCENT OF ALL DAILY NEWSPAPER CIRCULATION. 

        19    Q.   OKAY.  AND SO FOR OTHER DAILIES -- THE CIRCULATION OF 

        20    OTHER DAILIES IN SAN FRANCISCO ARE SHOWN AS 3500 COPIES.  

        21    RIGHT? 

        22    A.   YES. 

        23    Q.   OKAY.  AND YOU TESTIFIED ON DIRECT EXAMINATION THAT YOU 

        24    THOUGHT THAT THE SAN JOSE MERCURY NEWS WAS MAKING ADVANCES IN 

        25    SAN FRANCISCO, EVEN ATTEMPTING TO ESTABLISH MAYBE EVEN AN 


                                                                         1523
                                   FALK - CROSS / ALIOTO 


         1    OUTLET HERE. 

         2    A.   THEY ANNOUNCED THAT SEVERAL WEEKS AGO, YES. 

         3    Q.   AND YOU VIEWED THAT AS AN INVASION OF YOUR BACKYARD, 

         4    THROWING A GRENADE IN YOUR BACKYARD.  YOU REMEMBER THAT 

         5    YESTERDAY? 

         6    A.   YES, I DO. 

         7    Q.   OKAY.  AND BY "BACKYARD," YOU MEANT SAN FRANCISCO? 

         8    A.   YES. 

         9    Q.   BECAUSE YOU FEEL THAT YOU HAVE -- THE COMBINED PAPERS WITH 

        10    98 PERCENT HAVE A DEFINITE HOLD ON SAN FRANCISCO? 

        11    A.   WE HAVE THE MAJORITY OF DAILY NEWSPAPER READERSHIP IN SAN 

        12    FRANCISCO, YES. 

        13    Q.   WELL, NO.  YOU HAVE 98 PERCENT. 

        14    A.   YES. 

        15    Q.   CORRECT? 

        16    A.   YES. 

        17    Q.   YES.  OKAY. 

        18               THAT'S MORE THAN -- IT'S NOT A SIMPLE MAJORITY, 

        19    ANYWAY, CORRECT? 

        20    A.   IT'S A LARGE -- LARGE MAJORITY. 

        21    Q.   IT'S ALMOST EVERYTHING, RIGHT? 

        22    A.   IT'S 98 PERCENT. 

        23               THE COURT:  ALL RIGHT. 

        24               MR. ALIOTO:  OKAY.  OKAY. 

        25    //// 


                                                                         1524
                                   FALK - CROSS / ALIOTO 


         1    BY MR. ALIOTO: 

         2    Q.   NOW, FROM THAT MARKET IF SOMEONE WANTED TO ADVERTISE -- 

         3    OH, I THINK YOU SAID YESTERDAY, TOO, THAT THE TOTAL ADVERTISING 

         4    REVENUE OF THE PAPERS, SAN FRANCISCO ADVERTISING REVENUE, WAS 

         5    $3.4 MILLION OUT OF THE $350 MILLION.  YOU SAID THAT, RIGHT? 

         6    A.   SPECIFICALLY, THAT WAS SAN FRANCISCO ZONES, ADVERTISING 

         7    THAT APPEARS IN ZONED EDITIONS IN SAN FRANCISCO ONLY, YES. 

         8    Q.   THOSE WOULD BE ADVERTISERS THAT WANT TO ADVERTISE TO SAN 

         9    FRANCISCO, OR ARE THEY ADVERTISERS FROM SAN FRANCISCO? 

        10    A.   ADVERTISERS IN THE ZONED EDITIONS REACHING SAN FRANCISCO 

        11    ONLY READERS. 

        12    Q.   ONLY READERS.  OKAY. 

        13               SO THEN IF SOMEBODY WANTED TO ADVERTISE TO SAN 

        14    FRANCISCO READERS -- IF THEY WANTED TO ADVERTISE, THEY WOULD -- 

        15    IF THEY -- AND THEY WANTED TO GET THE MESSAGE OUT IN SAN 

        16    FRANCISCO, SINCE YOU HAVE 98 PERCENT OF THE MARKET, YOU WOULD 

        17    BE THE PLACE TO GO, CORRECT? 

        18    A.   IF YOU WERE A DAILY NEWSPAPER ADVERTISER, YES. 

        19    Q.   BY THE WAY, IN THIS STUDY, IF YOU WILL GO TO PAGE 6 OF THE 

        20    STUDY, YOU REFER TO SAN FRANCISCO AS THE "CORE MARKET," 

        21    CORRECT? 

        22    A.   SAN FRANCISCO IS -- IS WHERE WE ARE BASED, WHICH LEADS TO 

        23    THAT PHRASE "CORE MARKET."  

        24               THOUGH, REMEMBER, LESS THAN A THIRD OF OUR COMBINED 

        25    CIRCULATION IS IN THAT PART OF THE MARKET. 


                                                                         1525
                                   FALK - CROSS / ALIOTO 


         1    Q.   ARE YOU AGREEING WITH ME OR NOT, THAT YOU REFER TO SAN 

         2    FRANCISCO AS YOUR CORE MARKET? 

         3    A.   YES, I DO. 

         4    Q.   IF YOU WILL GO TO PAGE 6, YOU WILL SEE HERE -- AND 

         5    BEGINNING ON PAGE 6 ON THE LEFT-HAND COLUMN, THE SECOND FULL 

         6    PARAGRAPH WHICH BEGINS, "GEOGRAPHICALLY."  DO YOU SEE THAT? 

         7    A.   YES. 

         8    Q.   AND YOU STATE THIS, QUOTE: 

         9                   "GEOGRAPHICALLY SUBURBAN MARKET PENETRATION 

        10               HAS NOT IMPROVED DESPITE HIGH SUBURBAN HOUSEHOLD 

        11               GROWTH." 

        12               DO YOU SEE THAT? 

        13    A.   YES. 

        14    Q.   NOW, "SUBURBAN MARKET PENETRATION," DOES THAT MEAN MARKETS 

        15    OUTSIDE OF SAN FRANCISCO? 

        16    A.   YES. 

        17    Q.   THEN YOU GO ON TO SAY: 

        18                   "RESEARCH INDICATES THAT THE NEWSPAPER'S 

        19               CORE SAN FRANCISCO MARKET IS PROBLEMATIC.  

        20               READERS ARE MORE PRICE SENSITIVE.  CIRCULATION 

        21               IS DECREASING AT THE HIGHEST RATE AND READER 

        22               SATISFACTION IS LOWEST THERE." 

        23               DO YOU SEE THAT? 

        24    A.   YES. 

        25    Q.   OKAY.  WHEN YOU SAY THAT THE READERS IN SAN FRANCISCO ARE 


                                                                         1526
                                   FALK - CROSS / ALIOTO 


         1    "PRICE SENSITIVE," THAT MEANS THEY REACT TO PRICE, CORRECT? 

         2    A.   YES. 

         3    Q.   THAT'S WHAT YOU MEAN BY THAT? 

         4    A.   YES. 

         5    Q.   AND WHEN YOU SAY "CORE SAN FRANCISCO MARKET," AGAIN, YOU 

         6    ARE REFERRING TO YOUR HOLD ON SAN FRANCISCO, YOUR BACKYARD? 

         7    A.   I AM REFERRING TO THE GEOGRAPHY OF THE CITY AND COUNTY OF 

         8    SAN FRANCISCO. 

         9    Q.   ALL RIGHT.  AND ON THE TOP OF THAT PAGE, YOU ALSO STATE, 

        10    QUOTE -- AND THIS IS IN THE FIRST PARAGRAPH, BUT IT'S NOT A 

        11    FULL PARAGRAPH.  IF YOU WILL LOOK AT THE VERY TOP OF THE PAGE 

        12    ON PAGE 6, LEFT-HAND COLUMN.  THIS IS IN REFERENCE TO CERTAIN 

        13    WEAKNESSES.  YOU SAY, QUOTE: 

        14                   "THESE PROBLEMS MAY BECOME MORE ACUTE FOR 

        15               THE SAN FRANCISCO NEWSPAPER AGENCY AS A RESULT 

        16               OF THE LOSS OF THE EXAMINER THROUGH SALE OR 

        17               CLOSURE AND ASSOCIATED READERSHIP  (AND 

        18               POTENTIALLY ADVERTISING REVENUE)." 

        19               DO YOU SEE THAT? 

        20    A.   YES. 

        21    Q.   OKAY.  AND IT IS CORRECT, ISN'T IT, THAT WHEN YOU USE OR 

        22    YOU USED THE EXPRESSION "SAN FRANCISCO AS THE CORE MARKET," 

        23    THAT MEANS THAT'S THE AREA IN WHICH YOU ARE STRETCHING OUT 

        24    PERHAPS TO OTHER MARKETS, BUT THAT'S YOUR BASIC MARKET? 

        25    A.   AGAIN, THAT -- THAT IS THE PUBLISHING HEADQUARTERS OF THE 


                                                                         1527
                                   FALK - CROSS / ALIOTO 


         1    NEWSPAPERS.  WE HAVE THREE PRINTING PLANTS, FOR INSTANCE, THAT 

         2    ARE SPREAD THROUGHOUT THE BAY AREA.  IT -- BY DEFINITION 

         3    BECAUSE THAT IS THE HOME ADDRESS OF THE NEWSPAPER, THAT'S 

         4    GENERALLY CONSIDERED WHAT WE WOULD CALL THE CORE MARKET. 

         5    Q.   OKAY.  AND THIS PARTICULAR MAP, BY THE WAY, SO THAT WE CAN 

         6    GET A BROADER LOOK OF IT -- THIS PARTICULAR MAP WILL NOT ONLY 

         7    SHOW ALL OF THE AREAS, DIFFERENT COUNTIES IN THE GREATER BAY 

         8    AREA, BUT ALSO IT SHOWS THE NEWSPAPERS THAT EXIST IN EACH 

         9    PARTICULAR MARKET.  IS THAT RIGHT? 

        10    A.   YES, IT DOES. 

        11    Q.   SO, FOR EXAMPLE, IF ONE WANTED TO KNOW WHAT THE 

        12    CIRCULATION WAS OF ANY OF -- OF ANY PARTICULAR NEWSPAPER IN ANY 

        13    PARTICULAR MARKET, THEY COULD GO TO THIS MAP AND THIS MAP WOULD 

        14    TELL THEM. 

        15    A.   YES, DAILY NEWSPAPERS. 

        16    Q.   NOW, IN SAN FRANCISCO -- I WANT TO FOCUS DOWN ON THAT -- 

        17    IN THIS PARTICULAR STUDY THAT YOU DO ON THE BOTTOM OF THE 

        18    PAGE -- BY THE WAY, THIS DOCUMENT WAS PREPARED AFTER THE 

        19    AGREEMENT BETWEEN HEARST AND THE CHRONICLE FOR THE PURCHASE OF 

        20    THE CHRONICLE, WASN'T IT? 

        21    A.   WHAT WAS THAT DATE? 

        22    Q.   THAT'S AUGUST. 

        23    A.   YES.  THIS WAS RIGHT IN THAT TIME FRAME. 

        24    Q.   RIGHT.  WAS THIS -- AND WAS THIS GIVEN TO THE DEPARTMENT 

        25    OF JUSTICE? 


                                                                         1528
                                   FALK - CROSS / ALIOTO 


         1    A.   YES, IT WAS. 

         2    Q.   SO DID YOU MAKE ALL OF THESE STUDIES FOR THAT PURPOSE? 

         3    A.   PARDON ME? 

         4    Q.   DID YOU MAKE ALL OF THESE STUDIES FOR THAT PURPOSE? 

         5    A.   THIS WAS OUR FOURTH ANNUAL SUCH MARKETING PLAN. 

         6    Q.   OKAY.  NOW, HERE YOU HAVE SAN FRANCISCO CITY AND COUNTY. 

         7    AND YOU HAVE SAN FRANCISCO CHRONICLE AND THERE 110,000; SAN 

         8    FRANCISCO EXAMINER, 54,000.  BUT YOU ALSO HAVE SAN FRANCISCO 

         9    INDEPENDENT, 211,000; BAY GUARDIAN, 120,000; SF WEEKLY, 

        10    195,000.  DO YOU SEE THAT? 

        11    A.   YES. 

        12    Q.   NOW, THE REASON THAT YOU DO NOT -- THE REASON THAT YOU DO 

        13    NOT INCLUDE THOSE OTHER PAPERS IN YOUR TOP GRAPH IS BECAUSE YOU 

        14    BELIEVE THOSE MARKETS ARE TWO DIFFERENT MARKETS.  CORRECT? 

        15    A.   NO.  THE TOP GRAPH IS DAILY CIRCULATION NEWSPAPERS. 

        16    Q.   YOU BELIEVE THAT THE MARKET FOR FREE DISTRIBUTION OF 

        17    PAPERS AND PAID CIRCULATION -- YOU BELIEVE THAT THOSE ARE 

        18    DIFFERENT MARKETS, DON'T YOU? 

        19    A.   THEY ARE CERTAINLY NOT DIFFERENT ADVERTISING MARKETS.  

        20    IT'S A DIFFERENT TYPE OF PRODUCT. 

        21    Q.   AS A MATTER OF FACT, THE REASON THAT YOU DID NOT -- OR 

        22    HAVE NOT GONE TO A FREE NEWSPAPER IS BECAUSE YOU DON'T THINK 

        23    THAT'S A GOOD WAY TO MAKE MONEY.  IS THAT RIGHT? 

        24    A.   A -- YOU COULD CERTAINLY MAKE MONEY WITH A FREE NEWSPAPER.  

        25    PEOPLE MAKE MONEY WITH FREE NEWSPAPERS EVERYWHERE. 


                                                                         1529
                                   FALK - CROSS / ALIOTO 


         1               MR. ALIOTO:  MAY I APPROACH THE WITNESS, YOUR HONOR? 

         2               THE COURT:  YES, YOU MAY. 

         3    BY MR. ALIOTO: 

         4    Q.   LET ME SHOW YOU A COPY OF YOUR DEPOSITION.  I DIRECT YOUR 

         5    ATTENTION TO PAGE 48, IN PARTICULAR BEGINNING ON LINE 2, I ASK 

         6    YOU WHETHER OR NOT YOU WERE ASKED THESE QUESTIONS AND YOU GAVE 

         7    THESE ANSWERS. 

         8               MR. HALLING:  COULD YOU HOLD ON ONE SECOND, PLEASE? 

         9               OKAY. 

        10               MR. ALIOTO:   

        11                   "Q.  HAVE YOU EVER DETERMINED OR HAVE YOU 

        12               EVER CONSIDERED ASKING THE -- EITHER THE 

        13               CHRONICLE OR THE EXAMINER TO BE A FREE 

        14               CIRCULATION PAPER, FREE PAPER? 

        15                   "A.  NO. 

        16                   "Q.  WHY NOT? 

        17                   "A.  IT'S NOT A GOOD WAY TO MAKE MONEY." 

        18    BY MR. ALIOTO: 

        19    Q.   DID YOU GIVE THOSE ANSWER TO THOSE QUESTIONS? 

        20               MR. HALLING:  CAN YOU PLEASE KEEP READING? 

        21               MR. ALIOTO:  OH, I WILL. 

        22    BY MR. ALIOTO: 

        23    Q.   DID YOU GIVE THOSE ANSWERS TO THOSE QUESTIONS? 

        24    A.   I DID. 

        25    Q.   AND ARE THEY TRUE? 


                                                                         1530
                                   FALK - CROSS / ALIOTO 


         1    A.   IT'S -- IT'S VERY OUT OF CONTEXT.  YES, IT'S TRUE.  I 

         2    ANSWERED IT TRUTHFULLY. 

         3    Q.   AND THEN I ASKED YOU: 

         4                   "Q.  WHY NOT? 

         5                   "A.  AGAIN, FREE CIRCULATION.  I HESITATE 

         6               BECAUSE IT'S DIFFERENT BUSINESS MODEL.  A PAID 

         7               CIRCULATION NEWSPAPER, DAILY PAID CIRCULATION 

         8               NEWSPAPER, IS A DIFFERENT BUSINESS MODEL THAN A 

         9               FREE CIRCULATION DAILY, WEEKLY, MONTHLY PAPER." 

        10               DID YOU SAY THAT? 

        11    A.   YES. 

        12    Q.   AND WERE THOSE STATEMENTS TRUE? 

        13    A.   YES. 

        14    Q.   AND, AS FAR AS YOU WERE CONCERNED, IT WOULD HAVE A 

        15    DIFFERENT ADVERTISING MODEL, TOO, WOULDN'T IT, A DAILY PAID 

        16    PAPER AS OPPOSED TO A FREE PAPER? 

        17    A.   I DON'T THINK THE ADVERTISING MODEL IS NECESSARILY 

        18    DIFFERENT.  OBVIOUSLY, THE CIRCULATION MODEL IS DIFFERENT.  WE 

        19    HAVE $95 MILLION IN CIRCULATION REVENUE.  IT WOULDN'T MAKE A 

        20    LOT OF SENSE TO MAKE IT FREE. 

        21    Q.   OKAY.  GO TO YOUR DEPOSITION AGAIN AND LOOK AT -- AND I 

        22    WILL ASK YOU WHETHER OR NOT YOU WERE ASKED THESE QUESTIONS AND 

        23    YOU GAVE THESE ANSWERS -- SAME PAGE, BEGINNING, PAGE 48, LINE 

        24    18: 

        25                   "Q.  YOU HAVE BEEN IN THIS BUSINESS AND YOU 


                                                                         1531
                                   FALK - CROSS / ALIOTO 


         1               BELIEVE IT'S A DIFFERENT BUSINESS MODEL.  AND I 

         2               WOULD LIKE YOU TO STATE TO THE BEST OF YOUR 

         3               ABILITY FROM YOUR EXPERIENCE WHY YOU SAY WHAT 

         4               YOU JUST SAID. 

         5                   "A.  IT'S DIFFERENT FOR A LOT OF REASONS. 

         6                   NEXT PAGE -- "Q.  OKAY.  WHAT ARE SOME OF 

         7               THOSE REASONS? 

         8                   "A.  OBVIOUSLY, IN ONE BUSINESS MODEL YOU 

         9               HAVE CIRCULATION REVENUE AND ONE YOU DO NOT. 

        10                   "Q.  OKAY.  ANY OTHER REASONS? 

        11                   "A.  IT TENDS TO BE A DIFFERENT KIND OF 

        12               ADVERTISING MODEL." 

        13               DID YOU GIVE THOSE ANSWERS TO THOSE QUESTIONS? 

        14               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

        15    

        16    

        17    

        18    

        19    

        20    

        21    

        22    

        23    

        24    

        25    


                                                                         1532
                                   FALK - CROSS / ALIOTO 


         1    Q.   AND ARE NOT THEY TRUE? 

         2    A.   YES. 

         3               MR. HALLING:  WOULD YOU READ THE NEXT QUESTION AND 

         4    ANSWER. 

         5               MR. ALIOTO:  I'LL READ AS MANY AS YOU LIKE.   

         6                   "Q.  HOW SO?   

         7                   "A.  A FREE DISTRIBUTION NEWSPAPER MODEL, 

         8               FROM AN ADVERTISING PERSPECTIVE, GENERALLY IS A 

         9               BROAD -- A FREE PUBLICATION IS A BROADER REACH, 

        10               GENERALLY MORE CONCENTRATED KIND OF 

        11               DISTRIBUTION." 

        12               MR. HALLING:  THANK YOU. 

        13               THE COURT:  I'M NOT SURE THAT I UNDERSTAND THAT 

        14    ANSWER.  LET'S ASK THE WITNESS TO CLARIFY. 

        15               YOUR ANSWER WAS:   

        16                   "A FREE DISTRIBUTION NEWSPAPER MODEL FROM AN 

        17               ADVERTISING PERSPECTIVE GENERALLY IS A BROAD -- 

        18               A FREE PUBLICATION IS A BROADER REACH, GENERALLY 

        19               MORE CONCENTRATED KIND OF DISTRIBUTION."   

        20               ISN'T THAT INCONSISTENT? 

        21               THE WITNESS:  WELL, MEANING -- 

        22               MR. ALIOTO:  LET ME, IF I MIGHT, YOUR HONOR.  THE 

        23    NEXT -- 

        24               THE COURT:  "BROADER REACH" AND "MORE CONCENTRATED 

        25    DISTRIBUTION" SEEM TO BE INCONSISTENT. 


                                                                         1533
                                   FALK - CROSS / ALIOTO 


         1               MR. ALIOTO:  WELL, THE NEXT QUESTION IS, YOUR HONOR: 

         2                   "Q.  I DON'T UNDERSTAND HOW YOU SAY BROADER 

         3               REACH BUT MORE CONCENTRATION." 

         4                              (LAUGHTER)  

         5               MR. ALIOTO:  AND THE ANSWER WAS:   

         6                   "A.  WELL --  

         7                   "Q.  CAN YOU EXPLAIN TO ME WHAT YOU MEAN BY 

         8               THAT?  IT SOUNDS CONTRADICTORY, AND I MUST BE 

         9               MISUNDERSTANDING YOU.  HOW COULD IT BE BROADER? 

        10                   "A.  BROADER MEANING REACHING MORE 

        11               HOUSEHOLDS WITHIN A MORE TARGETED GEOGRAPHIC 

        12               AREA.  THE -- GENERALLY THE WAY A FREE 

        13               CIRCULATION NEWSPAPER OPERATES, IT'S MORE OF A 

        14               SATURATION COVERAGE.  I MEAN, THERE ARE ALL -- 

        15                   "Q.  RATHER THAN WHAT? 

        16                   "A.  THERE ARE MULTITUDES OF NEWSPAPER 

        17               MODELS BETWEEN FREE AND PAID. 

        18                   "Q.  WHAT ARE THEY? 

        19                   "A.  FREE TENDS TO BE MORE A LOCAL, 

        20               CONCENTRATED, BLANKET COVERAGE MODEL VERSUS A 

        21               PAID CIRCULATION MODEL WHERE CONSUMERS OBVIOUSLY 

        22               SELF-SELECT WHETHER THEY WANT THE PUBLICATION 

        23               AND WANT TO PAY FOR IT.  GENERALLY A FREE 

        24               DISTRIBUTION MODEL DOES NOT INVOLVE A CONSUMER'S 

        25               DECISION ON SUBSCRIBING OR NOT SUBSCRIBING." 


                                                                         1534
                                   FALK - CROSS / ALIOTO 


         1               I'M NOT SAYING THAT ANSWERS THE COURT'S QUESTION, 

         2    BUT THAT'S THE ANSWER THAT THE WITNESS GAVE. 

         3               THE COURT:  ALL RIGHT.  THANK YOU. 

         4    BY MR. ALIOTO: 

         5    Q.   AND WHEN IT SAYS THERE THAT A CONSUMER'S DECISION -- IT 

         6    DOESN'T INVOLVE A CONSUMER'S DECISION ON SUBSCRIBING OR NOT, 

         7    YOU UNDERSTAND THAT THAT IS ONE OF THE REASONS WHY ABC, WHEN 

         8    THEY DO THEIR SURVEYS, THEY HAVE THE SURVEYS WITH REGARD TO 

         9    PAID CIRCULATION NEWSPAPERS? 

        10    A.   YES. 

        11    Q.   AND ADVERTISERS TEND TO BELIEVE, AND IT'S YOUR 

        12    UNDERSTANDING THEY TEND TO BELIEVE THAT IF IT IS, IN FACT, A 

        13    PAID CIRCULATION, THEN THEY KNOW THAT THAT PAPER IS GOING TO A 

        14    CERTAIN PLACE AND THEY HAVE MORE TRUST IN THOSE CIRCULATION 

        15    NUMBERS? 

        16    A.   ADVERTISERS LIKE PAID CIRCULATION AUDITED NUMBERS, YES. 

        17    Q.   NOW, YOU HAVE STATED, HAVE YOU NOT, THAT AS FAR AS YOU'RE 

        18    CONCERNED, THE CHRONICLE ALSO HAS BEEN HELPED BY REASON OF THE 

        19    COMBINATION RATES?  WHEN YOU SELL TO ADVERTISERS ON THE 

        20    COMBINATION RATE, THAT THAT HELPS THE CHRONICLE AS WELL AS THE 

        21    EXAMINER. 

        22    A.   OUR ADVERTISING RATES HELP THE ENTIRE ENTERPRISE. 

        23    Q.   AND YOU UNDERSTAND AND BELIEVE, DO YOU NOT, THAT IF THE 

        24    EXAMINER WERE ELIMINATED, THAT THAT WOULD LIMIT CONSUMER 

        25    CHOICE, MEANING SUBSCRIBERS OR PURCHASERS OF THE DIFFERENT 


                                                                         1535
                                   FALK - CROSS / ALIOTO 


         1    PAPERS? 

         2    A.   THERE WOULD OBVIOUSLY BE ONE LESS MASTHEAD. 

         3    Q.   YES.  THE PEOPLE -- GOING BACK TO THIS, TO THE CALCULATION 

         4    YOU MADE UP HERE, THE PEOPLE THAT -- UNDER THE CIRCULATION OF 

         5    THE EXAMINER FOR SAN FRANCISCO, 54,378 PEOPLE APPARENTLY BOUGHT 

         6    THE EXAMINER.  DO YOU SEE THAT? 

         7    A.   NO.  WHAT -- 

         8    Q.   ON THE TOP RIGHT OF EXHIBIT 982 -- THIS IS THE MAP -- 

         9    A.   YES. 

        10    Q.   -- AT PAGE 0122031 OF THE BATES NUMBERS.  DO YOU SEE THAT? 

        11    A.   YES. 

        12    Q.   OKAY.  SO THAT PERSONS -- AT LEAST 54,378, ACCORDING TO 

        13    THIS, PERSONS IN SAN FRANCISCO MADE THE DECISION TO BUY THE 

        14    EXAMINER; CORRECT? 

        15    A.   YES. 

        16    Q.   AND, OF COURSE, IF THE EXAMINER WERE ELIMINATED, THAT 

        17    CHOICE WOULD BE ELIMINATED TOO; CORRECT? 

        18    A.   YES. 

        19    Q.   NOW, IT IS CORRECT, IS IT NOT, THAT YOU DON'T KNOW WHETHER 

        20    OR NOT THE EXAMINER IS A FAILING NEWSPAPER? 

        21    A.   REPEAT THE QUESTION. 

        22    Q.   YOU DON'T KNOW WHETHER OR NOT THE EXAMINER IS A FAILING 

        23    NEWSPAPER. 

        24    A.   YES, I DO KNOW. 

        25    Q.   OKAY.  YOU HAVE YOUR DEPOSITION.  I'LL DIRECT YOUR 


                                                                         1536
                                   FALK - CROSS / ALIOTO 


         1    ATTENTION -- I'M GOING TO DIRECT YOUR ATTENTION TO PAGE -- I 

         2    BELIEVE IT WILL BE -- I HAVE IT READY.   

         3               I'M GOING TO DIRECT YOUR ATTENTION TO PAGE 32 AND 

         4    I'M GOING TO SHOW -- I'M GOING TO SHOW YOU THE TESTIMONY THAT 

         5    YOU GAVE ON THAT OCCASION. 

         6               MR. ALIOTO:  AND IF YOU COULD PUT IT UP. 

         7               MR. SHULMAN:  IT STARTS AT 31, 18. 

         8               MR. ALIOTO:  YES, I'M SORRY.  IT STARTS ON PAGE 31, 

         9    LINE 18. 

        10             (WHEREUPON, VIDEOTAPE WAS PLAYED AS FOLLOWS:) 

        11                   "Q.  IT'S TRUE, THEREFORE, IS IT NOT, THAT 

        12               YOU DO NOT KNOW WHETHER OR NOT THE CHRONICLE -- 

        13               SINCE THE TIME THAT YOU'VE BEEN THE SENIOR VICE 

        14               PRESIDENT OF SALES AND MARKETING FOR THE SAN 

        15               FRANCISCO NEWSPAPER AGENCY, YOU DON'T KNOW 

        16               WHETHER THE CHRONICLE HAS BEEN A FAILING 

        17               NEWSPAPER? 

        18                   "A.  AGAIN, I DO NOT DEAL WITH THEIR 

        19               FINANCIAL RECORDS. 

        20                   "Q.  SO YOU DON'T KNOW? 

        21                   "A.  NOT DIRECTLY. 

        22                   "Q.  OKAY.  SO THE ANSWER TO -- MY QUESTION 

        23               IS WHETHER YOU KNOW AND YOUR ANSWER IS YOU DON'T 

        24               KNOW; ISN'T THAT TRUE? 

        25                   "A.  DO NOT KNOW DIRECTLY. 


                                                                         1537
                                   FALK - CROSS / ALIOTO 


         1                   "Q.  WOULD THE ANSWER BE THE SAME FOR THE 

         2               EXAMINER?  WOULD YOUR ANSWER BE THE SAME FOR THE 

         3               EXAMINER? 

         4                   "A.  I WOULD NOT -- I DO NOT HAVE ACCESS TO 

         5               THEIR FINANCIAL RECORDS DIRECTLY. 

         6                   "Q.  AND, THEREFORE, YOU DON'T KNOW; ISN'T 

         7               THAT TRUE? 

         8                   "A.  YES." 

         9    BY MR. ALIOTO: 

        10    Q.   YES, OKAY.  SO THAT TESTIMONY YOU GAVE WAS UNDER OATH; WAS 

        11    IT NOT? 

        12    A.   YES, IT WAS. 

        13    Q.   AND WAS IT TRUE? 

        14    A.   YES, IT WAS. 

        15    Q.   SO, THEREFORE, WHEN YOU WERE ASKED THE QUESTIONS, YOU 

        16    SAID -- "THEREFORE, YOU DON'T KNOW," YOU SAID, "YES," DID YOU 

        17    MEAN THAT? 

        18    A.   I SAID I DO NOT KNOW THAT DIRECTLY.  I DO NOT DEAL WITH 

        19    THE FINANCIAL RECORDS OF THE CHRONICLE AND THE EXAMINER. 

        20    Q.   SO MY QUESTION WAS TO YOU -- I'LL ASK IT AGAIN. 

        21    A.   I KNOW TODAY. 

        22    Q.   OH, TODAY.  SINCE YOUR -- SINCE THE DEPOSITION YOU MEAN?  

        23    SINCE THE DEPOSITION? 

        24    A.   I KNOW TODAY JUST AS I KNEW INDIRECTLY IN MY DEPOSITION. 

        25    Q.   YOU SAID YOU KNOW TODAY.  YOU MEAN SINCE YOUR DEPOSITION?  


                                                                         1538
                                   FALK - CROSS / ALIOTO 


         1    IS THAT WHAT YOU MEAN? 

         2    A.   I KNOW TODAY JUST FROM SITTING IN COURT LISTENING TO YOUR 

         3    EXPERT WITNESSES. 

         4    Q.   YOU HAD AN OPPORTUNITY, DIDN'T YOU, TO READ YOUR 

         5    DEPOSITION?  IF YOU WANTED TO MAKE ANY CHANGE, YOU COULD? 

         6    A.   YES, I DID. 

         7    Q.   YOU DIDN'T MAKE ANY CHANGE THERE; DID YOU? 

         8    A.   NO, I DID NOT. 

         9    Q.   BUT WHEN YOU GOT UP WITH YOUR COUNSEL, YOU WERE FREE TO BE 

        10    ABLE TO SAY, "THERE'S NO QUESTION ABOUT IT, THE EXAMINER IS A 

        11    FAILING PAPER"?  YOU SAID THAT TIME AND AGAIN; DIDN'T YOU? 

        12    A.   THERE -- 

        13    Q.   DIDN'T YOU? 

        14    A.   THERE APPEARS TO BE NO QUESTION ABOUT THAT. 

        15    Q.   THAT'S NOT WHAT YOU SAID IN YOUR DEPOSITION; IS IT? 

        16               THE COURT:  ALL RIGHT. 

        17               THE WITNESS:  I SAID I DID NOT KNOW THE NUMBERS 

        18    DIRECTLY. 

        19               THE COURT:  MOVE ON. 

        20               MR. ALIOTO:  VERY WELL, YOUR HONOR. 

        21               THE COURT:  MOVE ON, MR. ALIOTO. 

        22               MR. ALIOTO:  YES, SIR. 

        23    Q.   NOW, THE SAN FRANCISCO NEWSPAPER AGENCY IS A PARTY OF THE 

        24    JOA; ARE THEY NOT? 

        25    A.   YES. 


                                                                         1539
                                   FALK - CROSS / ALIOTO 


         1    Q.   AND YOU UNDERSTAND -- AS A PARTY, YOU UNDERSTAND WHAT'S 

         2    SUPPOSED TO HAPPEN AT THE TERMINATION OF THE JOA; DO YOU NOT? 

         3    A.   I HAVE READ THE TERMINATION LANGUAGE ONCE OR TWICE. 

         4    Q.   AND YOU UNDERSTAND -- AND DO YOU HAVE THE -- LET ME HAND 

         5    IT TO YOU.  I WANT TO DIRECT YOUR ATTENTION TO PAGE 47 OF THE 

         6    JOA. 

         7               MR. ALIOTO:  IF I MAY APPROACH THE WITNESS, YOUR 

         8    HONOR. 

         9               THE COURT:  YES. 

        10               MR. ALIOTO:  THANK YOU. 

        11    Q.   THIS IS EXHIBIT 1.  IT IS THE JOA AGREEMENT BETWEEN THE 

        12    CHRONICLE PUBLISHING COMPANY AND THE HEARST PUBLISHING COMPANY 

        13    OF OCTOBER, 1964.  I DIRECT YOUR ATTENTION TO PAGE 47 UNDER THE 

        14    HEADNOTE "4.4 TERM." 

        15               FIRST OF ALL, THAT'S THE TERM OF THE AGREEMENT; 

        16    CORRECT? 

        17    A.   IT SAYS, "THE TERM OF THIS AGREEMENT WILL BE..." 

        18    Q.   OKAY.  AND WITH REGARD TO THE TERM, YOU UNDERSTOOD THAT IT 

        19    WAS A 30-YEAR TERM? 

        20    A.   "... WILL BE FOR A PERIOD OF 30 YEARS." 

        21    Q.   AND YOU UNDERSTOOD THAT THE EFFECTIVE DATE WAS JANUARY OF 

        22    1965? 

        23    A.   I BELIEVE THAT IS CORRECT, YES. 

        24    Q.   WELL, ON PAGE 48, IF YOU'LL JUST TURN THE PAGE, JUST SO 

        25    WE'RE SURE ABOUT IT, PAGE 48 ON THE BOTTOM, PARAGRAPH 4.5, 


                                                                         1540
                                   FALK - CROSS / ALIOTO 


         1    EFFECTIVE DATE, QUOTE: 

         2                   "THE EFFECTIVE DATE OF THIS AGREEMENT WILL 

         3               BE JANUARY 4, 1965." 

         4               DO YOU SEE THAT? 

         5    A.   YES, I DO. 

         6    Q.   OKAY.  SO JANUARY 4, 1965, IS THE BEGINNING DATE.   

         7               THE FIRST PART OF THE TERM OF THE AGREEMENT IS FOR 

         8    30 YEARS; IS IT NOT? 

         9    A.   THAT'S WHAT IT SAYS. 

        10    Q.   OKAY.  AND THEN AFTER THE 30 YEARS, AFTER THE 30 YEARS 

        11    THERE IS AN OPTION BY EITHER HEARST OR BY CHRONICLE TO EXTEND 

        12    IT ANOTHER 10 YEARS; CORRECT? 

        13    A.   YES. 

        14    Q.   ALL RIGHT. 

        15               MR. ALIOTO:  MAY I APPROACH THE EASEL, YOUR HONOR? 

        16               THE COURT:  YOU MAY. 

        17    BY MR. ALIOTO: 

        18    Q.   NOW, WE HAD THIS -- DREW THIS BEFORE.  OH, IT MUST HAVE 

        19    BEEN THE OTHER ONES.  I'LL DO IT AGAIN. 

        20               I'M DRAWING ON THE EASEL A HORIZONTAL LINE AND I'M 

        21    BEGINNING ON JANUARY, '65, AND ON THE TOP I'M PUTTING "JOA 

        22    TERM."   

        23               AND THE FIRST TERM GOES FROM JANUARY, '65, TO 30 

        24    YEARS, JANUARY, '95; CORRECT? 

        25    A.   YES. 


                                                                         1541
                                   FALK - CROSS / ALIOTO 


         1    Q.   NOW, THE HEARST CORPORATION THEN EXTENDED THAT DATE AT 

         2    THEIR OPTION, THEY EXTENDED IT FOR 10 YEARS TO 2005; RIGHT? 

         3    A.   THAT'S MY UNDERSTANDING. 

         4    Q.   SO I'LL PUT 2005 ON THE TOP. 

         5               AND IF THE CHRONICLE WANTED TO EXTEND IT 10 YEARS, 

         6    THEY WOULD BE ABLE TO EXTEND IT 10 MORE YEARS TO 2015; CORRECT? 

         7    A.   I BELIEVE SO, YES. 

         8    Q.   BUT THAT WOULD BE THE MAXIMUM AMOUNT UNDER THE AGREEMENT; 

         9    ISN'T THAT CORRECT? 

        10    A.   I BELIEVE SO. 

        11    Q.   OKAY.  SO THE FIRST PERIOD WE'LL PUT "JOA TERM."  THEN THE 

        12    SECOND PERIOD FROM 1995 TO 2005 WE'LL PUT "H EXTENSION."  AND 

        13    THEN THIS NEXT ONE WAS THE OPTION OF THE CHRONICLE. 

        14               NOW, THE CHRONICLE HAS ALREADY ADVISED BOTH HEARST 

        15    AND YOU THAT THEY DO NOT INTEND TO EXTEND THE JOA PAST 2005; IS 

        16    THAT RIGHT? 

        17    A.   YES. 

        18    Q.   OKAY.  SO WE CAN FORGET THAT PERIOD. 

        19               SO NOW AT 2005 YOU UNDERSTAND -- I DIRECT YOUR 

        20    ATTENTION TO PAGE 47 WHERE WE ARE UNDER THE TERM AND SECTION A 

        21    AND THE PREAMBLE TO IT.  IT STATES: 

        22                   "EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN 

        23               PARAGRAPH 4.3..." 

        24               AND I WILL TELL YOU THAT 4.3 REFERS TO BANKRUPTCY.  

        25    AND IF YOU WILL LOOK AT THAT.  IT SAYS INSOLVENCY AND 


                                                                         1542
                                   FALK - CROSS / ALIOTO 


         1    BANKRUPTCY ON PAGE 44.  DO YOU SEE THAT? 

         2    A.   YES. 

         3    Q.   OKAY.  NOW, DID THE CHRONICLE GO BANKRUPT? 

         4    A.   NO. 

         5    Q.   HAS THE CHRONICLE GONE INSOLVENT? 

         6    A.   DID THEY GO SOLVENT? 

         7    Q.   ARE THEY INSOLVENT? 

         8    A.   NO. 

         9    Q.   DID THE EXAMINER GO BANKRUPT? 

        10    A.   NO. 

        11    Q.   EXAMINER INSOLVENT? 

        12    A.   NO. 

        13    Q.   AS FAR AS YOU KNOW, HAS ANYBODY AT ANY TIME SUGGESTED THAT 

        14    THE REASON TO TERMINATE THE JOA IS BECAUSE EITHER THE EXAMINER 

        15    OR THE CHRONICLE IS BANKRUPT OR INSOLVENT? 

        16    A.   NO. 

        17    Q.   NO. 

        18    A.   NO. 

        19    Q.   OKAY.  SO THAT REASON DOESN'T APPLY. 

        20               SO THEN WE GO BACK TO PAGE 47, QUOTE: 

        21                   "EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN 

        22               PARAGRAPH 4.3," WE JUST WENT OVER THAT, "UPON 

        23               THE TERMINATION OF THIS AGREEMENT, WHETHER BY 

        24               EXPIRATION OF THE TERM HEREOF OR ANY EARLIER 

        25               TERMINATION BY MUTUAL CONSENT OF THE PARTIES OR 


                                                                         1543
                                   FALK - CROSS / ALIOTO 


         1               OTHERWISE, CHRONICLE AND HEARST WILL REASONABLY 

         2               COOPERATE IN THE FORMULATION AND ORDERLY 

         3               EXECUTION OF A JUST AND EQUITABLE PLAN WHICH 

         4               SHALL..."  

         5               DO YOU SEE THAT "SHALL"? 

         6    A.   "SHALL," YES. 

         7    Q.   "SHALL," OKAY.   

         8               "... SHALL ENABLE EACH OF SAID PARTIES TO ENGAGE 

         9               INDEPENDENTLY..."  

        10               DO YOU SEE THAT? 

        11    A.   YES. 

        12    Q.              "... OF THE PRINTING COMPANY IN THE NEWSPAPER  

        13               PUBLISHING BUSINESS."   

        14               DO YOU SEE THAT? 

        15    A.   YES. 

        16    Q.   SO THE IDEA -- AND THEN IT GOES ON NUMBER TWO.  WE SHOULD 

        17    READ THIS TOO, QUOTE: 

        18                   "AND," ITEM NUMBER TWO OF A, "RESULT IN THE 

        19               DISSOLUTION OF THE PRINTING COMPANY..."  

        20               THAT'S SAN FRANCISCO NEWSPAPER AGENCY; RIGHT? 

        21    A.   YES. 

        22    Q.               "... RESULT IN THE DISSOLUTION OF THE PRINTING  

        23               COMPANY AT SUCH TIME AND IN SUCH MANNER AS WILL 

        24               ACCOMPLISH THE OBJECTIVE SET FORTH IN THE 

        25               FOREGOING CLAUSE.  ONE..."   


                                                                         1544
                                   FALK - CROSS / ALIOTO 


         1               DO YOU SEE THAT? 

         2    A.   YES.   

         3    Q.   AND THAT FOREGOING CLAUSE ONE, AGAIN, IS TO ENABLE EACH TO 

         4    OPERATE INDEPENDENTLY OF THE PRINTING COMPANY WHENEVER THE JOA 

         5    IS TERMINATED; CORRECT? 

         6    A.   YES. 

         7    Q.   SO THE NOTION HERE -- IF I MAY USE THE EASEL AGAIN, YOUR 

         8    HONOR -- SO THE NOTION HERE AT 2005, WE HAD DONE IT BEFORE 

         9    WHERE THERE WOULD BE THE CHRONICLE AND THE EXAMINER AND THEN 

        10    THEY'VE GOT THE SAN FRANCISCO NEWSPAPER AGENCY.   

        11               I'M PUTTING CHRONICLE AND EXAMINER, DRAWING A LINE 

        12    SHOWING A BOX OF THE SAN FRANCISCO NEWSPAPER AGENCY AND THEN 

        13    SPLITTING THE NET BACK TO THE CHRONICLE 50-50 TO THE EXAMINER.   

        14               THE IDEA IS, IS THAT AT THE TERMINATION, THE 

        15    PUBLISHING COMPANY IS DISSOLVED; RIGHT? 

        16    A.   YES. 

        17    Q.   AND THEN THERE'S JUST REMAINING THE CHRONICLE AND THE 

        18    EXAMINER COMPETING HEAD TO HEAD INDEPENDENT OF ANY PUBLISHING 

        19    COMPANY AGAINST EACH OTHER; CORRECT? 

        20    A.   IF THEY ELECTED TO DO SO, YES. 

        21    Q.   IF THEY ELECTED TO COMPETE?  WHAT DO YOU MEAN?  YOU JUST 

        22    SAID, "IF THEY ELECTED TO DO SO."  IT SAYS THIS IS WHAT 

        23    HAPPENS.  IT'S NOT AN ELECTION.  THIS IS WHAT HAPPENS. 

        24    A.   WELL -- 

        25    Q.   IT'S NOT AN ELECTION; IS IT? 


                                                                         1545
                                   FALK - CROSS / ALIOTO 


         1    A.   THE TERMS OF THIS 30-YEAR-OLD DOCUMENT PROVIDE FOR THAT 

         2    OPTION, YES. 

         3    Q.   IT'S NOT AN OPTION.  IT SAYS THAT'S WHAT HAPPENS.  WOULD 

         4    YOU LOOK AT IT AGAIN, PLEASE?  YOU'RE THE PRESIDENT.  LOOK AT 

         5    IT.  IT SAYS, IT SAYS -- IN YOUR EXPERIENCE -- I DO NOT MEAN TO 

         6    BE INSULTING, YOUR HONOR.  I HOPE YOU DON'T TAKE IT THAT WAY.  

         7    I MEAN IT SPECIFICALLY. 

         8               YOU ARE THE PRESIDENT AND YOU ARE THE CHIEF 

         9    EXECUTIVE OFFICER OF THE SAN FRANCISCO NEWSPAPER AGENCY; 

        10    CORRECT? 

        11    A.   YES. 

        12    Q.   THIS DOCUMENT IS BASICALLY YOUR CONSTITUTION; ISN'T IT?  

        13    THIS IS WHAT YOU -- THIS IS WHAT GIVES YOU AUTHORITY; ISN'T IT?  

        14    THIS DOCUMENT. 

        15    A.   I WOULD NOT REFER TO THIS DOCUMENT AS MY CONSTITUTION.  

        16    HOWEVER, IT IS THE DOCUMENT ON WHICH THE NEWSPAPER AGENCY WAS 

        17    ORIGINALLY FORMED, YES. 

        18    Q.   OKAY.  AND ALSO YOU ARE A PARTNER IN THIS AGREEMENT? 

        19    A.   YES. 

        20    Q.   SPECIFICALLY? 

        21    A.   YES. 

        22    Q.   YOU'RE NAMED AS A PARTNER, OKAY. 

        23    A.   THE NEWSPAPER AGENCY IS. 

        24    Q.   THE NEWSPAPER AGENCY IS NAMED AS A PARTY. 

        25               OKAY.  NOW, THIS PROVISION -- THIS IS NOT AN OPTION.  


                                                                         1546
                                   FALK - CROSS / ALIOTO 


         1    IT DOESN'T SAY THAT THAT'S AN OPTION; DOES IT?  IT SAYS 

         2    INSTEAD, CHRONICLE/HEARST -- 

         3    A.   IT SAYS, "ENABLE EACH OF SAID PARTIES TO ENGAGE 

         4    INDEPENDENTLY." 

         5    Q.   IT SAYS "SHALL" NOT "MAYBE," NOT "AT YOUR OPTION," NOT "AT 

         6    YOUR ELECTION" BUT "SHALL." 

         7               MR. HALLING:  OBJECTION, YOUR HONOR.  IT'S 

         8    ARGUMENTATIVE.  THE DOCUMENT SPEAKS FOR ITSELF. 

         9               THE COURT:  OVERRULED. 

        10               MR. ROSCH:  MAY I OBJECT, YOUR HONOR, AS WELL? 

        11               THE COURT:  IT'S CROSS-EXAMINATION. 

        12               MR. ROSCH:  I KNOW, YOUR HONOR, BUT IT'S CONTRARY TO 

        13    THE LANGUAGE. 

        14               THE COURT:  COUNSEL IS SEEKING THE WITNESS' 

        15    UNDERSTANDING OF THE DOCUMENT. 

        16               MR. ROSCH:  BUT, YOUR HONOR, IT SAYS EXCEPT FOR A 

        17    MUTUAL AGREEMENT. 

        18               THE COURT:  OBJECTION OVERRULED. 

        19    BY MR. ALIOTO: 

        20    Q.   THAT IS THE TERMINATION BUT WHAT HAPPENS ON THE 

        21    TERMINATION IS CLEAR.  WE'LL DO IT AGAIN.  IT SAYS:   

        22                   "EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN 

        23               PARAGRAPH 4.3."   

        24               THAT'S INSOLVENCY AND BANKRUPTCY.  WE KNOW THAT 

        25    THAT'S GOT NO REASON WHATSOEVER TO DO WITH ANY EFFORT TO 


                                                                         1547
                                   FALK - CROSS / ALIOTO 


         1    DISSOLVE THE JOA.  WE ALREADY WENT OVER THAT. 

         2               THE SECOND PART SAYS:   

         3                   "UPON THE TERMINATION OF THIS AGREEMENT, 

         4               WHETHER BY EXPIRATION OF THE TERM HEREOF..."  

         5               THAT MEANS JUST DIES OUT, OR ANY EARLIER TERMINATION 

         6    BY MUTUAL CONSENT, IF THEY BOTH AGREE, OR OTHERWISE, HOWEVER IT 

         7    IS TERMINATED.  IT THEN GOES ON TO SAY, QUOTE: 

         8               "... CHRONICLE AND HEARST WILL REASONABLY 

         9               COOPERATE IN THE FORMULATION AND ORDERLY 

        10               EXECUTION OF A JUST AND EQUITABLE PLAN WHICH 

        11               SHALL ENABLE EACH OF SAID PARTIES TO ENGAGE 

        12               INDEPENDENTLY A PRINTING COMPANY IN THE 

        13               NEWSPAPER PUBLISHING BUSINESS AND RESULT IN THE 

        14               DISSOLUTION OF THE PRINTING COMPANY AT SUCH TIME 

        15               AND IN SUCH MANNER AS WILL ACCOMPLISH THE 

        16               OBJECTIVE SET FORTH IN THE FOREGOING CLAUSE." 

        17               NOW, THAT IS NOT AN ELECTION BY EITHER THE CHRONICLE 

        18    OR HEARST OR YOUR COMPANY; IS IT? 

        19               MR. HALLING:  OBJECTION.  IT CALLS FOR A LEGAL 

        20    CONCLUSION. 

        21               THE COURT:  OBJECTION OVERRULED.  THE QUESTION CALLS 

        22    FOR THE WITNESS' UNDERSTANDING OF THIS DOCUMENT. 

        23    BY MR. ALIOTO: 

        24    Q.   IT'S NOT AN ELECTION; IS IT? 

        25    A.   AN ELECTION OF WHAT?  THE PROCESS?  NO, THE DOCUMENT 


                                                                         1548
                                   FALK - CROSS / ALIOTO 


         1    CLEARLY CALLS FOR A PROCESS FOR THE END OF THE JOA. 

         2    Q.   IT IS YOUR UNDERSTANDING, IS IT NOT, THAT THE CHRONICLE 

         3    WOULD HAVE NO RIGHT TO SAY, IF IT WANTED TO, "I DON'T WANT TO 

         4    DO THIS"? 

         5    A.   "I DON'T WANT TO PUBLISH"? 

         6    Q.   NO.  "I DON'T WANT TO ENABLE ANYBODY ELSE IN ANY KIND OF 

         7    JUST PLAN TO PUBLISH INDEPENDENTLY." 

         8    A.   THIS SAYS THEY WILL ENABLE. 

         9    Q.   THEY SHALL. 

        10    A.   THEY SHALL. 

        11    Q.   SO THE CHRONICLE ALONE COULDN'T DECIDE NOT TO AND THE 

        12    HEARST ALONE COULDN'T DECIDE NOT TO; COULD THEY? 

        13               THE COURT:  COULD NOT OR -- 

        14               MR. ALIOTO:  COULD NOT. 

        15               THE COURT:  COULD NOT. 

        16               MR. ALIOTO:  COULD NOT DECIDE INDEPENDENTLY THAT 

        17    THEY DIDN'T WANT TO DO THIS. 

        18               THE COURT:  WHAT'S YOUR UNDERSTANDING IS THE 

        19    QUESTION. 

        20               THE WITNESS:  I DON'T KNOW THAT I HAVE A CLEAR 

        21    UNDERSTANDING, YOU KNOW, LEGALLY OF WHAT IT MEANS.  THOSE ARE 

        22    WHAT THE WORDS SEEM TO INDICATE, YES. 

        23    BY MR. ALIOTO: 

        24    Q.   OKAY.  NOW YOU KNOW THAT WHAT IS GOING ON RIGHT NOW AND 

        25    THE REASON WE'RE HERE IS THAT HEARST AND THE CHRONICLE ARE NOT 


                                                                         1549
                                   FALK - CROSS / ALIOTO 


         1    DOING THIS WHAT IS SAID ON PAGE 47; ARE THEY?  YOU KNOW THAT. 

         2    A.   I KNOW THAT THE TERMS OF THIS PARAGRAPH 4.4 DO NOT APPLY 

         3    IN THIS SITUATION, YES. 

         4    Q.   I'LL ASK YOU THE QUESTION AGAIN.  PLEASE LISTEN TO THE 

         5    QUESTION.  TRY TO ANSWER IT. 

         6               YOU KNOW THAT THEY ARE NOT TODAY, IN THEIR EFFORT 

         7    TODAY FOR HEARST TO BUY THE CHRONICLE, THEY ARE NOT DOING THE 

         8    PROVISIONS OF THIS PARAGRAPH THAT WE'VE BEEN TALKING ABOUT FOR 

         9    15 MINUTES; ARE THEY?  THEY'RE NOT DOING THIS; ARE THEY? 

        10    A.   THIS DOESN'T APPLY. 

        11    Q.   ARE THEY DOING IT OR NOT? 

        12    A.   NO. 

        13    Q.   THANK YOU. 

        14               LET ME SHOW YOU A DOCUMENT THAT I BELIEVE THAT YOU 

        15    WERE QUESTIONED ABOUT ON CROSS-EXAMINATION BUT IT'S DOCUMENT 

        16    NUMBER 91.  

        17               I NEED 91.  IT'S NOT HERE. 

        18               WHILE WE'RE GETTING THAT DOCUMENT, I DO HAVE A 

        19    QUESTION TO ASK YOU AND I ASK IT IN TERMS OF -- BEFORE I GIVE 

        20    YOU THIS DOCUMENT, I'LL ASK THIS IN TERMS OF ANOTHER MATTER 

        21    THAT IS INVOLVED IN THE CASE. 

        22               IN YOUR RESPONSIBILITIES AND DUTIES AS THE CHIEF 

        23    EXECUTIVE OFFICER AND THE PRESIDENT OF THE SAN FRANCISCO 

        24    NEWSPAPER AGENCY, YOU ARE BASICALLY RESPONSIBLE FOR ALL OF THE 

        25    REVENUES OF THE TWO NEWSPAPERS AND ALL OF THE EXPENSES OF THE 


                                                                         1550
                                   FALK - CROSS / ALIOTO 


         1    TWO NEWSPAPERS AND THEN DELIVERING THE NET EXCESS TO THE TWO 

         2    COMPANIES; CORRECT? 

         3    A.   OF THE NEWSPAPER AGENCY, YES. 

         4    Q.   OKAY.  AND THIS IS OBVIOUSLY A FULL-TIME JOB AND MORE. 

         5    A.   MOST WEEKS, YES. 

         6    Q.   OKAY.  NOW IT'S CORRECT, ISN'T IT, THAT WHEN YOU BEGAN AS 

         7    THE CHAIRMAN -- I MEAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT, 

         8    YOUR SALARY WAS $325,000? 

         9               MR. HALLING:  YOUR HONOR, I OBJECT TO QUESTIONS 

        10    CONCERNING SALARY. 

        11               THE COURT:  WHAT IS THE RELEVANCE OF THIS, 

        12    MR. ALIOTO? 

        13               MR. ALIOTO:  WITH REGARD TO THE CONTRACT WITH THE 

        14    INDEPENDENT OR THE FANG GROUP THERE'S A PROVISION THERE FOR THE 

        15    HEARST CORPORATION TO PAY -- SUBSIDIZE AS MUCH AS A SALARY OF 

        16    $500,000 TO MR. TED FANG.  AND I AM POINTING OUT WHAT THE 

        17    SALARY OF THIS -- 

        18               THE COURT:  I SEE. 

        19               MR. ALIOTO:  -- PERSON IS AND THE JOB THAT HE'S 

        20    DOING AND WHAT THE HEARST CORPORATION IS SUGGESTING IN THEIR 

        21    OTHER ARRANGEMENT. 

        22               MR. HALLING:  YOUR HONOR, IF HE HAS ANY NEED FOR 

        23    THIS, IT'S CERTAINLY TANGENTIAL AND HE COULD SUBMIT IT TO THE 

        24    COURT USING DEPOSITION TESTIMONY.  HE'S TAKEN THIS WITNESS' 

        25    DEPOSITION.  HE DOESN'T NEED TO ASK THESE QUESTIONS HERE AND 


                                                                         1551
                                   FALK - CROSS / ALIOTO 


         1    NOW. 

         2               MR. ALIOTO:  THAT'S FINE. 

         3               THE COURT:  ALL RIGHT. 

         4               MR. ALIOTO:  IT DOESN'T MAKE ANY DIFFERENCE TO ME 

         5    WHETHER THAT MATTER IS -- 

         6               THE COURT:  ALL RIGHT.  PROCEED IN THAT FASHION. 

         7               MR. ALIOTO:  OKAY.  THEN I WOULD RESPECTFULLY DIRECT 

         8    YOUR HONOR'S ATTENTION -- 

         9               THE COURT:  THIS IS IN THE WITNESS' DEPOSITION? 

        10               MR. ALIOTO:  YES, IT IS, YOUR HONOR.  AND IT WILL BE 

        11    AT PAGE 113 AND IT IS LINES 6 THROUGH 8, THE STARTING AND THE 

        12    PRESENT SALARY. 

        13               THE COURT:  113, LINES? 

        14               MR. ALIOTO:  SORRY, JUDGE. 

        15               THE COURT:  I'VE GOT IT HERE. 

        16               MR. ALIOTO:  I JUST HAD IT AND I LOST IT HERE. 

        17               THE COURT:  I'VE GOT IT. 

        18               MR. ALIOTO:  IT IS PAGE 113. 

        19               THE COURT:  2 THROUGH 8 APPARENTLY. 

        20               MR. ALIOTO:  LINES 4 THROUGH 8. 

        21               THE COURT:  ALL RIGHT.  OKAY. 

        22    BY MR. ALIOTO: 

        23    Q.   ALL RIGHT.  NOW, LET ME SHOW YOU EXHIBIT 91.  EXHIBIT 91 

        24    IS A DOCUMENT DATED AUGUST 20, 1999.  IT IS FROM A MR. FRANK 

        25    ROBERT.  IT IS DIRECTED TO MR. FRANK BENNACK, MR. GEORGE IRISH, 


                                                                         1552
                                   FALK - CROSS / ALIOTO 


         1    JOHN THACKERAY, AND IT PURPORTS TO BE A RUNDOWN OF THE 

         2    HISTORICAL PROFIT AND LOSS AND NET CASH FLOW FROM THE BEGINNING 

         3    OF THE JOA IN 1965 THROUGH 1998. 

         4               HAVE YOU SEEN THAT DOCUMENT BEFORE? 

         5    A.   (WITNESS EXAMINES DOCUMENTS.)  NO. 

         6    Q.   DO YOU KNOW WHO THIS PERSON IS, MR. FRANK ROBERT? 

         7    A.   YES. 

         8    Q.   WHO IS HE? 

         9    A.   HE WORKS IN THE NEWSPAPER DIVISION OF THE HEARST 

        10    CORPORATION. 

        11    Q.   ALL RIGHT.  NOW, WILL YOU TAKE A LOOK AT -- WOULD YOU TAKE 

        12    A LOOK AT PAGE 3 OF 3? 

        13    A.   (WITNESS EXAMINES DOCUMENT.)  OKAY. 

        14    Q.   AND ON THE SECOND LINE OF PAGE 3 OF 3 IT REFERS TO THE 

        15    EXAMINER ONLY OPERATING EXPENSES.  DO YOU SEE THAT? 

        16    A.   YES. 

        17    Q.   DO YOU KNOW WHAT THOSE REPRESENT? 

        18    A.   (WITNESS EXAMINES DOCUMENT.)  NO. 

        19    Q.   DO YOU SEE THAT THE MAXIMUM THERE IS 29 MILLION -- NO, 

        20    THERE'S 30 MILLION IN 1992 BUT THAT THE COSTS OR THESE 

        21    OPERATING EXPENSES WENT DOWN SINCE 1992?  THE FIRST YEAR THEY 

        22    WENT DOWN ABOUT A MILLION DOLLARS, THE SECOND YEAR ABOUT 

        23    ANOTHER HALF A MILLION, STAYING THE SAME, THEN WENT DOWN 

        24    ANOTHER 4 MILLION, WENT BACK A MILLION AND THEN APPROXIMATELY 

        25    THE SAME.  DO YOU SEE THAT? 


                                                                         1553
                                 FALK - REDIRECT / HALLING 


         1    A.   YES. 

         2    Q.   AND IN THOSE NUMBERS, AT LEAST FROM THAT TIME PERIOD, THE 

         3    LARGEST AMOUNT SHOWN THERE ON THE EXAMINER ONLY OPERATING 

         4    EXPENSES IS $29 MILLION -- 29.9 MILLION? 

         5    A.   YES. 

         6    Q.   AND YOU SEE ON THE TOP THAT IT IS SUPPOSED TO BE 

         7    SEPARATING OUT JUST THE EXAMINER ONLY? 

         8    A.   IT SAYS "EXAMINER ONLY," YES. 

         9    Q.   OKAY.  BUT YOU HAVEN'T SEEN THAT DOCUMENT? 

        10    A.   NO. 

        11               THE COURT:  MR. ALIOTO -- 

        12               MR. ALIOTO:  THAT'S ALL, YOUR HONOR. 

        13               THE COURT:  VERY WELL. 

        14               MR. ALIOTO:  THANK YOU VERY MUCH. 

        15               THE COURT:  REDIRECT? 

        16               MR. ALIOTO:  THANK YOU. 

        17                         REDIRECT EXAMINATION 

        18    BY MR. HALLING: 

        19    Q.   MR. FALK, IS THERE COMPETITION BETWEEN THE 

        20    CHRONICLE/EXAMINER ON THE ONE HAND AND FREE CIRCULATION 

        21    NEWSPAPERS ON THE OTHER? 

        22    A.   YES. 

        23    Q.   CAN YOU DESCRIBE THAT COMPETITION? 

        24    A.   WELL, ONE OF THE REASONS ON THAT CIRCULATION MAP THAT A 

        25    COUPLE OF THE FREE CIRCULATION NEWSPAPERS ARE NOTED, AND I 


                                                                         1554
                                 FALK - REDIRECT / HALLING 


         1    BELIEVE THEY WERE THE INDEPENDENT, THE SF WEEKLY AND THE BAY 

         2    GUARDIAN, IS BECAUSE JUST WITHIN THE CITY LIMITS THOSE THREE 

         3    PUBLICATIONS HAVE A SIGNIFICANT AMOUNT OF ADVERTISING REVENUE.   

         4               THE INDEPENDENT, FOR EXAMPLE, HAS A MAJORITY IF NOT 

         5    ALL OF THE FOOD BUSINESS, SUPERMARKETS, DRUGSTORES.  THE BAY 

         6    GUARDIAN AND THE SF WEEKLY HAVE THE LION'S SHARE OF 

         7    ENTERTAINMENT AND CLOTHES AND RESTAURANTS ALONG WITH RETAIL 

         8    ADVERTISING, ALONG WITH SOME NATIONAL ADVERTISING.   

         9               IT IS -- I MEAN, JUST BECAUSE A PUBLICATION IS FREE 

        10    DOES NOT MEAN IT IS NOT OR CAN'T BE A VERY HEALTHY ADVERTISING 

        11    MEDIUM.  THESE PUBLICATIONS ARE THREE EXAMPLES OF THREE VERY 

        12    HEALTHY ADVERTISING MEDIUMS. 

        13    Q.   TAKE A LOOK, IF YOU WOULD, AT THE MARKETING PLAN, EXHIBIT 

        14    982, SPECIFICALLY AT PAGE A5, THE APPENDIX. 

        15    A.   (WITNESS EXAMINES DOCUMENT.)  OKAY. 

        16    Q.   ON THIS EXHIBIT THERE IS A LISTING OF MEDIA ADVERTISING 

        17    EXPENDITURES.  CAN YOU DESCRIBE FOR EACH OF THESE CATEGORIES 

        18    WHAT TYPES OF COMPETITION, IF ANY, THERE ARE BETWEEN THE 

        19    CHRONICLE AND EXAMINER AND THE MEDIA OR ADVERTISING VEHICLES 

        20    LISTED, STARTING WITH MAGAZINES? 

        21    A.   WELL, STARTING WITH MAGAZINES, ALL OF THESE CATEGORIES OF 

        22    BUSINESS CLEARLY COMPETE WITH THE CHRONICLE/EXAMINER FOR 

        23    ADVERTISING. 

        24               MAGAZINES WOULD COMPETE FOR NATIONAL ADVERTISING.  I 

        25    THINK, AS WE'VE NOTED EARLIER, WE HAVE REVENUES IN THE NATIONAL 


                                                                         1555
                                 FALK - REDIRECT / HALLING 


         1    ADVERTISING CATEGORY OF $120 MILLION.  THESE ARE ADVERTISERS 

         2    WHO BUY TOP MARKETS ACROSS THE COUNTRY; AND WHEN MEDIA BUYERS 

         3    PLAN THOSE PURCHASES, THEY PUT INTO THE MIX DAILY METROPOLITAN 

         4    NEWSPAPERS AND MAGAZINES AND DIVIDE UP THEIR EXPENDITURES 

         5    ACCORDINGLY.  SO IT'S VERY COMPETITIVE ON THE NATIONAL 

         6    ADVERTISING FRONT. 

         7    Q.   WHAT ABOUT BROADCAST TV? 

         8    A.   BROADCAST TV ACTUALLY COMPETES IN TWO WAYS.  IT'S NOT ONLY 

         9    FOR NATIONAL ADVERTISING DOLLARS.  MUCH LIKE MAGAZINES, WHEN 

        10    NATIONAL ADVERTISERS PLAN THEIR MEDIA BUDGETS ACROSS TOP 

        11    MARKETS, THEY PLAN FOR MAJOR METROPOLITAN NEWSPAPERS, THEY PLAN 

        12    FOR MAGAZINES AND THEY PLAN FOR TV.  SO WE COMPETE WITH TV FOR 

        13    NATIONAL AD DOLLARS. 

        14               BUT ON THE LOCAL LEVEL, IT'S -- WE COMPETE FOR WHAT 

        15    IS CALLED SPOT TV, LOCAL TV PURCHASES THAT COULD BE RETAIL.  

        16    MACY'S, FOR INSTANCE, MAY DIVIDE UP THEIR ADVERTISING SPENDING 

        17    BETWEEN THE CHRONICLE/EXAMINER AND TELEVISION STATIONS IN THE 

        18    BAY AREA.  SO, YOU KNOW, BOTH NATIONAL AND MORE DIRECTLY RETAIL 

        19    FOR TV. 

        20    Q.   HOW ABOUT THE NEXT CATEGORY, CABLE TV? 

        21    A.   CABLE TV CAN BE A COMBINATION OF ALL OF THE ABOVE.  CABLE 

        22    TV COMPETITION TENDS TO BE MORE FOR LOCAL RETAIL ADVERTISING 

        23    DOLLARS.  THE CABLE MARKET IS VERY FRAGMENTED.  THERE ARE LOTS 

        24    OF CABLE CHOICES.  SO THEY TEND TO ATTRACT LOCAL RETAILERS 

        25    WHICH, OF COURSE, ARE A THIRD OF OUR TOTAL REVENUE. 


                                                                         1556
                                 FALK - REDIRECT / HALLING 


         1    Q.   HOW ABOUT RADIO? 

         2    A.   RADIO IS VERY SIMILAR TO CABLE TV.  MOSTLY -- NOT A LOT OF 

         3    COMPETITION FOR NATIONAL ADVERTISING.  THERE IS COMPETITION IN 

         4    THE RETAIL CATEGORY FOR RADIO.  THERE'S ALSO SIGNIFICANT 

         5    COMPETITION FOR CLASSIFIED ADVERTISING.   

         6               CAR DEALERS LOVE TO USE RADIO.  OF COURSE, YOU KNOW, 

         7    CAR DEALERS ACCOUNT FOR A SIGNIFICANT AMOUNT OF OUR REVENUE.  

         8    SO WE ARE IN DIRECT COMPETITION FOR -- WITH RADIO FOR THOSE 

         9    CATEGORIES. 

        10    Q.   THE NEXT CATEGORY IS DIRECT MAIL.  HOW WOULD YOU DESCRIBE 

        11    COMPETITION WITH DIRECT MAIL? 

        12    A.   DIRECT MAIL IS ONE OF THE FASTEST GROWING SEGMENTS OF THE 

        13    TOTAL MEDIA MIX.  IT'S A DIFFERENT KIND OF ADVERTISER.  IT 

        14    TENDS TO BE SMALL RETAILERS, SMALL RETAILERS THAT USE COUPONS 

        15    FOR DISCOUNTING.  THERE ARE A LOT OF COUPON PACKAGES.  ADVO, 

        16    FOR INSTANCE, IS A COMPANY THAT COMPILES GROUPINGS OF COUPON 

        17    ADVERTISERS. 

        18               SO WE'RE COMPETING WITH DIRECT MAIL FOR LOCAL 

        19    ADVERTISE -- RETAIL ADVERTISING DOLLARS AND LOCAL CLASSIFIED 

        20    ADVERTISING DOLLARS. 

        21    Q.   THE NEXT CATEGORY LISTED IS OUTDOOR.  WHAT'S OUTDOOR 

        22    ADVERTISING? 

        23    A.   OUTDOOR ADVERTISING, WHICH IS BILLBOARDS, BUS SHELTERS, 

        24    THE SIDES OF BUSES, CAN BE EITHER NATIONAL ADVERTISING BUT IN 

        25    GREAT MANY CASES IT'S LOCAL ADVERTISING.  AGAIN, MACY'S, FOR 


                                                                         1557
                                 FALK - REDIRECT / HALLING 


         1    INSTANCE, WHEN THEY DIVIDE UP THEIR MEDIA BUDGET, WE ARE 

         2    COMPETING WITH OUTDOOR FOR MACY'S ADVERTISING DOLLARS. 

         3    Q.   THE NEXT CATEGORY IS YELLOW PAGES.  IS THERE COMPETITION 

         4    WITH THE YELLOW PAGES? 

         5    A.   MANY PEOPLE DON'T THINK OF YELLOW PAGES AS COMPETITION, 

         6    BUT IN A VERY REAL, EVERYDAY SENSE YELLOW PAGES COMPETE WITH US 

         7    FOR CLASSIFIED ADVERTISING. 

         8               IF YOU THINK ABOUT CLASSIFIED -- WHAT YELLOW PAGES 

         9    DO, THEY PROVIDE A DIRECTORY OF SERVICES AND THAT'S WHAT 

        10    CLASSIFIED ADVERTISING PAGES DO.  THEY PROVIDE DIRECTORIES OF 

        11    CAR DEALERS, DIRECTORIES OF RESTAURANTS.  SO ACTUALLY IT'S 

        12    TOUGH COMPETITION FOR THE CLASSIFIED MARKET. 

        13    Q.   THE NEXT CATEGORY OR THE FINAL CATEGORY IS INTERNET.  I'LL 

        14    SKIP THE MISCELLANEOUS.  IS THERE COMPETITION BETWEEN THE 

        15    CHRONICLE AND EXAMINER? 

        16    A.   WELL, THE INTERNET, AS WE ALL KNOW, IS GROWING 

        17    EXPONENTIALLY.  INTERNET USE, WE'RE SITTING IN THE MOST WIRED 

        18    MARKET IN THE COUNTRY AND THE DOOMSAYERS WOULD HAVE YOU BELIEVE 

        19    THAT THE INTERNET WILL BE THE DEATH OF NEWSPAPER CLASSIFIED 

        20    ADVERTISING.  I HAPPEN NOT TO SHARE THAT BELIEF.   

        21               BUT THE INTERNET IS BECOMING VERY, VERY COMPETITIVE 

        22    FOR CLASSIFIED ADVERTISING DOLLARS.  NUMBER ONE, THE INTERNET 

        23    RIGHT NOW IS FREE.  YOU CAN GENERALLY PLACE AN AD ON THE 

        24    INTERNET FOR CLASSIFIED, WHETHER IT'S A HELP WANTED JOB AD, 

        25    WHETHER YOU'RE SELLING YOUR CAR OR SELLING A HOUSE, YOU CAN DO 


                                                                         1558
                                 FALK - REDIRECT / HALLING 


         1    IT FREE ON THE INTERNET.  SO IT'S BECOMING VERY COMPETITIVE. 

         2    Q.   WHAT'S THE APPROXIMATE VOLUME OF SFNA'S CLASSIFIED 

         3    ADVERTISING REVENUE? 

         4    A.   CLASSIFIED ADVERTISING IS APPROXIMATELY 120 MILLION. 

         5    Q.   SO THAT'S ABOUT A THIRD OF TOTAL REVENUE? 

         6    A.   IT'S ABOUT A THIRD.  GENERALLY SPEAKING, A THIRD IS 

         7    CLASSIFIED, A THIRD IS RETAIL, A THIRD IS NATIONAL. 

         8    Q.   NOW, MR. ALIOTO ASKED YOU ABOUT THE TERMINATION PROVISION 

         9    OF THE JOA, SECTION 4.4, AND I BELIEVE YOU SAID YOU DIDN'T 

        10    THINK THE LANGUAGE HE WAS READING ABOUT DIVIDING UP THE ASSETS 

        11    APPLIED HERE.  DO YOU RECALL THAT? 

        12    A.   YES. 

        13               MR. ALIOTO:  I OBJECT TO THE FORM OF THE QUESTION, 

        14    YOUR HONOR. 

        15               THE COURT:  OVERRULED. 

        16    BY MR. HALLING: 

        17    Q.   WHAT'S YOUR UNDERSTANDING AS TO WHY THAT PROVISION DOESN'T 

        18    APPLY HERE? 

        19    A.   WELL, MY UNDERSTANDING -- MY LAYMAN'S UNDERSTANDING OF WHY 

        20    THAT PROVISION DOESN'T APPLY HERE IS BECAUSE THAT LANGUAGE 

        21    SEEMED TO SPECIFICALLY POINT TO A PERIOD IN TIME THAT WOULD 

        22    COME AT THE END OF, YOU KNOW, EITHER THE 30-YEAR PERIOD OR END 

        23    OF THE EXTENSION PERIOD. 

        24    Q.   MR. ALIOTO ALSO ASKED YOU ABOUT SOME DEPOSITION TESTIMONY 

        25    CONCERNING WHETHER THE EXAMINER WAS A FAILING NEWSPAPER.  DO 


                                                                         1559
                                 FALK - REDIRECT / HALLING 


         1    YOU RECALL THAT? 

         2    A.   YES, I DO. 

         3    Q.   DO YOU BELIEVE THAT THE EXAMINER IS A FAILING NEWSPAPER? 

         4    A.   YES, I BELIEVE IT IS. 

         5    Q.   AND WHAT'S YOUR BASIS FOR THAT BELIEF? 

         6    A.   WELL, THE BASIS FOR THAT BELIEF IS THE FACT WE'VE LOOKED 

         7    AT OVER THE YEARS THE EXPENSES AS BEST WE COULD RELATED TO THE 

         8    EXAMINER.  WE MADE SOME ASSUMPTIONS ON THE REVENUE THAT WOULD 

         9    CERTAINLY BE IN EXISTENCE OR NOT IN EXISTENCE IF THERE WAS NO 

        10    EXAMINER.   

        11               AND AS WE WENT OVER YESTERDAY IN THOSE A.M. ONLY 

        12    ANALYSES, I MEAN, WE'VE IDENTIFIED SOMEWHAT WHAT THE EXPENSES 

        13    RELATED TO THE EXAMINER WOULD BE AND WE KNOW THAT, YOU KNOW, 

        14    LITTLE OR NO REVENUE WOULD DISAPPEAR WITHOUT THE EXAMINER.  SO 

        15    ONE CAN INFER FROM THOSE FINANCIAL MODEL EXERCISES THAT THE 

        16    EXAMINER IS A FINANCIAL BURDEN ON THE ENTERPRISE. 

        17    Q.   IN YOUR LAST ANSWER YOU MADE A REFERENCE TO THE A.M. ONLY 

        18    STUDIES AND THE FACT THAT YOU DID NOT BELIEVE THAT ANY REVENUE, 

        19    AD REVENUE, WOULD BE LOST IF THE EXAMINER WERE CLOSED.  WHAT'S 

        20    YOUR BASIS FOR THAT? 

        21    A.   WHEN WE PUT TOGETHER THOSE A.M. ONLY ANALYSES, THERE ARE A 

        22    LOT OF ASSUMPTIONS THAT GO INTO THAT EXERCISE THAT AREN'T 

        23    NECESSARILY SPELLED OUT IN A DOCUMENT LIKE WE LOOKED AT.   

        24               ONE OF THE ASSUMPTIONS WAS WE WOULD INVEST MORE 

        25    HEAVILY IN PROMOTION.  WE DON'T PROMOTE VERY WELL NOW.  IT'S 


                                                                         1560
                                 FALK - REDIRECT / HALLING 


         1    VERY FRAGMENTED.  AS I SAID YESTERDAY, WE DON'T PROMOTE THE 

         2    SUNDAY PRODUCT VIRTUALLY AT ALL. 

         3               SO BURIED WITHIN THE ASSUMPTIONS WOULD BE A REDIRECT 

         4    OF RESOURCES, A CONSOLIDATION OF RESOURCES IN PROMOTING THE 

         5    CHRONICLE, AND THE ASSUMPTION IS THE CHRONICLE CIRCULATION 

         6    WOULD GROW.  IT WOULD BE A BETTER NEWSPAPER, A BETTER-PROMOTED 

         7    NEWSPAPER, CIRCULATION WOULD GROW.   

         8               AND WHILE THE DAY ONE CIRCULATION MAY BE LESS, YOU 

         9    KNOW, IT WOULD ONLY BE A MATTER OF A SHORT PERIOD OF TIME 

        10    THROUGH THE APPROPRIATE SALES AND MARKETING APPLICATIONS THAT 

        11    CIRCULATION WOULD GROW AND ADVERTISERS WOULD GET MORE 

        12    READERSHIP AND MORE CIRCULATION THAN THEY'VE EVER HAD IN THE 

        13    PAST THROUGH THE COMBINATION. 

        14    Q.   MAYBE YOU JUST ANSWERED THIS, BUT LET ME JUST BE CLEAR.  

        15    YOU TOLD MR. ALIOTO YOU DIDN'T THINK THERE WOULD BE ANY 

        16    SIGNIFICANT LOSS OF READERSHIP IF THE EXAMINER WERE CLOSED, AND 

        17    THAT WOULD HAVE AN IMPACT ON YOUR CONCLUSION CONCERNING 

        18    ADVERTISING.  DO YOU RECALL THAT? 

        19    A.   YES. 

        20    Q.   WHY IS THAT? 

        21    A.   WELL, CIRCULATION AND READERSHIP ARE TWO DIFFERENT 

        22    MEASURES OF THE SAME ACTIVITY.  WE COUNT THE NUMBER OF 

        23    NEWSPAPERS AND ABC AUDITS THE NUMBER OF NEWSPAPERS THAT ARE 

        24    SOLD EVERY DAY. 

        25               THE GALLUP ORGANIZATION MEASURES HOW MANY READERS 


                                                                         1561
                                 FALK - REDIRECT / HALLING 


         1    READ THE NEWSPAPER.  OBVIOUSLY TWO PEOPLE CAN READ THE SAME 

         2    NEWSPAPER.  THERE'S PASS-ALONG READERSHIP.  AND WE KNOW FROM 

         3    THOSE STUDIES THAT THERE IS 60 PERCENT DUPLICATION OF 

         4    READERSHIP. 

         5               SO TO THE EXTENT ADVERTISERS ARE INTERESTED NOT ONLY 

         6    IN THE AUDITED CIRCULATION, ADVERTISERS ARE BECOMING VERY 

         7    SOPHISTICATED AND LOOKING AT READERSHIP, HOW MANY READERS, HOW 

         8    MANY UNIQUE READERS.  AND UNDER THIS SCENARIO OF NO EXAMINER, 

         9    BASED ON THE DUPLICATION, BASED ON A THIRD TO A HALF OF THOSE 

        10    READERS PROBABLY SWITCHING FROM EXAMINER TO CHRONICLE, BETWEEN 

        11    THAT AND THE DUPLICATION, THERE WOULD PROBABLY BE NO LOSS EVEN 

        12    ON DAY ONE OF UNIQUE READERS TO AN ADVERTISER'S AD. 

        13    Q.   MR. FALK, DO THE EXAMINER AND CHRONICLE COMPETE ON 

        14    CIRCULATION RATES? 

        15    A.   NO. 

        16    Q.   I BELIEVE YOU REFERENCED VARIOUS EDITIONS OF THE TWO 

        17    NEWSPAPERS IN YOUR TESTIMONY ON CROSS-EXAMINATION.  CAN YOU 

        18    TELL US SPECIFICALLY WHAT ARE THE VARIOUS EDITIONS THAT THE 

        19    CHRONICLE AND EXAMINER HAVE TODAY? 

        20    A.   WE PUBLISH THREE EDITIONS OF THE CHRONICLE, THE FIRST 

        21    GOING TO PRESS AT 8:00 O'CLOCK IN THE EVENING.  IT'S WHAT WE 

        22    CALL THE THREE STAR COUNTRY EDITION.  IT'S THE EDITION OF THE 

        23    CHRONICLE THAT GOES 50 MILES OR MORE OUTSIDE OF THE BAY AREA.  

        24    IT'S THE NORTHERN CALIFORNIA EDITION OF THE CHRONICLE. 

        25               WE COME BACK ON THE PRESS AT MIDNIGHT WITH THE BAY 


                                                                         1562
                                 FALK - REDIRECT / HALLING 


         1    AREA EDITION, THE EDITION THAT CIRCULATES IN THE 11-COUNTY BAY 

         2    AREA.  IT'S CALLED THE FIVE STAR. 

         3               WE THEN COME BACK AT 1:30 OR SO WITH A FIVE STAR DOT 

         4    WHICH HAS THE LATEST SPORTS, ANY SPORTS THAT WERE MISSED.  

         5    SPORTS RESULTS THAT MAY HAVE BEEN MISSED IN THE MIDNIGHT 

         6    EDITION WOULD BE PRINTED AT 1:30. 

         7               SO THOSE ARE THE THREE EDITIONS OF THE CHRONICLE. 

         8               THE EXAMINER ALSO HAS THREE EDITIONS.  STARTING AT 

         9    ABOUT 8:00 O'CLOCK IN THE MORNING IT'S WHAT WE CALL THE ONE 

        10    STAR EDITION.  IT'S THE SINGLE COPY EDITION THAT WE GET OUT TO 

        11    THE MARKET BEFORE NOONTIME. 

        12               WE COME BACK WITH THE HOME DELIVERY EDITION OF THE 

        13    EXAMINER AT NOON AND WE PRINT A FINAL EDITION, A FOUR STAR WE 

        14    CALL IT, THAT HAS LATE SPORTS AND CLOSING STOCKS EARLY 

        15    AFTERNOON FOR STREET SALES IN THE AFTERNOON. 

        16               THE COURT:  WHEN DOES THAT GO TO PRESS? 

        17               THE WITNESS:  IT GOES TO PRESS AT ABOUT 2:00 

        18    O'CLOCK. 

        19               THE COURT:  2:00 P.M.? 

        20               THE WITNESS:  2:00 P.M. 

        21    BY MR. HALLING: 

        22    Q.   WHY ARE THERE SO MANY EDITIONS FOR THE TWO PAPERS? 

        23    A.   WELL, I MEAN, THIS IS A SINGLE ENTERPRISE, A SINGLE, YOU 

        24    KNOW, BUSINESS THAT IS OFFERING MULTIPLE EDITIONS TO ATTRACT AS 

        25    MANY CONSUMERS, AS MANY READERS AND AS MANY ADVERTISERS AS WE 


                                                                         1563
                                 FALK - REDIRECT / HALLING 


         1    CAN.  YOU KNOW, THE MORE PRODUCTS YOU HAVE AVAILABLE, THE MORE 

         2    LIKELIHOOD THAT YOU'LL ATTRACT READERS AND ADVERTISERS. 

         3               MR. HALLING:  NOTHING FURTHER. 

         4               THE COURT:  VERY WELL.  MR. FALK, PICKING UP ON THAT 

         5    POINT, IF THE AGENCY WERE TO GO TO AN A.M. ONLY MODEL -- 

         6               THE WITNESS:  YES. 

         7               THE COURT:  -- OF THE KIND THAT'S BEEN DESCRIBED IN 

         8    YOUR TESTIMONY, WOULD THAT REDUCE THE NUMBER OF EDITIONS BY 

         9    THREE?  WOULD YOU STILL PUT OUT THE THREE CHRONICLE EDITIONS AT 

        10    THOSE TIMES OR WOULD YOU MAKE SOME ADJUSTMENT? 

        11               THE WITNESS:  WELL, THE THREE EXAMINER EDITIONS 

        12    WOULD -- 

        13               THE COURT:  DISAPPEAR, I ASSUME. 

        14               THE WITNESS:  -- DISAPPEAR.  WE MAY OR MAY NOT.  I 

        15    DON'T THINK WE'VE THOUGHT QUITE ENOUGH ABOUT IT, WHETHER WE 

        16    WOULD EXPAND THE EDITIONS OF THE CHRONICLE.  PROBABLY NOT. 

        17               THE COURT:  I SEE.  SO A CHANGE IN THE NUMBER OF 

        18    DAILY EDITIONS OF THE CHRONICLE IS NOT INCLUDED IN THE 

        19    CALCULATIONS THAT ARE DESCRIBED IN SOME OF THESE EXHIBITS? 

        20               THE WITNESS:  YES, THAT'S CORRECT. 

        21               THE COURT:  ALL RIGHT.  NOW, DO YOU HAVE EXHIBIT 983 

        22    BEFORE YOU?  THAT IS THE PRO FORMAS THAT YOU WERE TALKING 

        23    ABOUT, I BELIEVE. 

        24               THE WITNESS:  I HAVE ONE OF THEM. 

        25               THE COURT:  IS THAT -- 


                                                                         1564
                                 FALK - REDIRECT / HALLING 


         1               THE WITNESS:  YES, I HAVE 983. 

         2               THE COURT:  ALL RIGHT.  AND YOU HAVE EXHIBIT 91, I 

         3    BELIEVE; DO YOU NOT? 

         4               THE WITNESS:  YES. 

         5               THE COURT:  ALL RIGHT.  IF I UNDERSTAND YOUR 

         6    TESTIMONY AND EXHIBIT 983, THE NEWSPAPER AGENCY WOULD HAVE 

         7    INCREASED NET EXCESS BY APPROXIMATELY 20 AND A HALF MILLION 

         8    DOLLARS IF THE EXAMINER WERE TO BE ELIMINATED? 

         9               THE WITNESS:  YES. 

        10               THE COURT:  OKAY.  IF I UNDERSTAND EXHIBIT 91, I 

        11    REALIZE THAT THIS IS NOT A DOCUMENT WITH WHICH YOU HAVE PRIOR 

        12    FAMILIARITY, BUT IF I UNDERSTAND IT, USING THE 1998 FIGURES, 

        13    ELIMINATION OF THE EXAMINER WOULD SAVE HEARST JUST UNDER 

        14    $30 MILLION IN EXAMINER ONLY EXPENSES NET OF EXAMINER ONLY 

        15    INCOME, 29.9 MILLION ROUGHLY? 

        16               THE WITNESS:  YES. 

        17               THE COURT:  THAT WOULD YIELD A NET GAIN TO BOTH 

        18    PARTIES, IF I UNDERSTAND THESE DOCUMENTS, OF APPROXIMATELY 

        19    $50 MILLION BY CLOSING THE EXAMINER. 

        20               ASSUMING THAT THAT STREAM OF INCOME AND EXPENSES 

        21    WERE TO BE PROJECTED OUT OVER THE REMAINING LIFE OF THE JOINT 

        22    OPERATING AGREEMENT AND CONSERVATIVELY VALUING THAT ON THAT 

        23    VALUE BASIS OF MY HANDY-DANDY LITTLE HEWLETT PACKARD 

        24    CALCULATOR, THAT WOULD YIELD A NET PRESENT VALUE OF 

        25    APPROXIMATELY $200 MILLION A YEAR. 


                                                                         1565
                                 FALK - REDIRECT / HALLING 


         1               IS THAT CONSISTENT WITH YOUR BELIEF OR UNDERSTANDING 

         2    OF WHAT THE SAVINGS WOULD BE BY THE ELIMINATION OF THE EXAMINER 

         3    OR DO YOU HAVE A BASIS -- PERHAPS YOU DON'T HAVE A BASIS UPON 

         4    WHICH TO -- 

         5               THE WITNESS:  WELL, I JUST -- I KNOW WHAT I KNOW.  

         6    NEWSPAPER AGENCY GROSS EXCESS WOULD IMPROVE BY 20 MILLION.  

         7    EXAMINER EXPENSES, AND I ASSUME THEY INCLUDE NEWSROOM EXPENSES, 

         8    PROMOTION EXPENSES, GENERAL MANAGEMENT OVERHEAD EXPENSES, WOULD 

         9    BE REDUCED BY 30 MILLION.  AND THAT IS $50 MILLION.  AND 

        10    WHATEVER THAT MATHEMATICAL CALCULATION IS, YES, THAT WOULD BE 

        11    MY UNDERSTANDING. 

        12               THE COURT:  PRESENT VALUE THAT OVER ABOUT A 

        13    FIVE-YEAR PERIOD OF TIME AT A CONSERVATIVE INTEREST RATE AND 

        14    YOU REACH ABOUT $200 MILLION PRESENT DAY? 

        15               THE WITNESS:  THAT SOUNDS REASONABLE. 

        16               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

        17    

        18    

        19    

        20    

        21    

        22    

        23    

        24    

        25    


                                                                         1566
                                 FALK - REDIRECT / HALLING 


         1               THE COURT:  ACTUALLY, IF YOU WERE TO SPLIT THAT 

         2    BETWEEN THE PARTIES, HALF OF THE SAVINGS OR HALF OF THE 

         3    INCREASE IN THE NET EXCESS TO THE NEWSPAPER WOULD BE SPLIT 

         4    50/50 -- 

         5               THE WITNESS:  YES. 

         6               THE COURT:  -- BETWEEN THE CHRONICLE AND THE HEARST. 

         7               SO THE GAIN TO THE PARTIES THERE WOULD BE 

         8    APPROXIMATELY $10 MILLION, $10 AND A QUARTER MILLION, AND THE 

         9    SAVINGS TO HEARST, AS WE INDICATED, WOULD BE JUST UNDER 

        10    $30 MILLION.   

        11               AND IF YOU PRESENT VALUE THAT, THAT WOULD BE A 

        12    SAVINGS TO CHRONICLE OF ABOUT -- OR AN INCREASE, I WOULD THINK, 

        13    AN INCREASE IN CHRONICLE'S NET CASH FLOW OF ABOUT $40 MILLION 

        14    ON A NET PRESENT VALUE BASIS AND $160 MILLION TO HEARST. 

        15               DOES THAT SOUND RIGHT TO YOU? 

        16               THE WITNESS:  YES. 

        17               THE COURT:  ALL RIGHT.  THANK YOU, MR. FALK, FOR 

        18    YOUR TESTIMONY, SIR. 

        19               THE WITNESS:  THANK YOU. 

        20               THE COURT:  YOU ARE EXCUSED. 

        21               WE WILL TAKE A BREAK NOW, COUNSEL. 

        22               ARE YOU READY WITH YOUR NEXT WITNESS? 

        23               MR. CONNELL:  YES, SIR. 

        24               THE COURT:  WHO WILL THAT BE? 

        25               MR. CONNELL:  DR. ROSSE. 


                                                                         1567
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  ALL RIGHT.  FINE. 

         2               LET'S TAKE UNTIL 25 AFTER. 

         3                     (RECESS TAKEN AT 10:10 A.M.) 

         4                  (PROCEEDINGS RESUMED AT 10:30 A.M.) 

         5               THE LAW CLERK:  PLEASE REMAIN SEATED.  COME TO 

         6    ORDER.  THIS COURT IS NOW IN SESSION. 

         7               THE COURT:  MR. CONNELL? 

         8               MR. CONNELL:  GOOD MORNING, YOUR HONOR. 

         9               THE COURT:  GOOD MORNING. 

        10               MR. CONNELL:  WE WILL CALL DR. JAMES ROSSE. 

        11               THE COURT:  VERY WELL. 

        12               THE LAW CLERK:  PLEASE RAISE YOUR RIGHT HAND TO BE 

        13    SWORN. 

        14                             JAMES ROSSE,  

        15    CALLED AS A WITNESS FOR THE DEFENDANT, HAVING BEEN DULY SWORN, 

        16    TESTIFIED AS FOLLOWS: 

        17               THE LAW CLERK:  PLEASE BE SEATED. 

        18               PLEASE STATE YOUR FULL NAME AND SPELL YOUR LAST 

        19    NAME. 

        20               THE WITNESS:  MY NAME IS JAMES NELSON ROSSE OR JAMES 

        21    N. ROSSE.  THE LAST NAME IS SPELLED R-O-S-S-E. 

        22               THE COURT:  MR. CONNELL, PROCEED. 

        23                          DIRECT EXAMINATION 

        24    BY MR. CONNELL: 

        25    Q.   DR. ROSSE, GOOD MORNING. 


                                                                         1568
                                 ROSSE - DIRECT / CONNELL 


         1    A.   GOOD MORNING. 

         2    Q.   DR. ROSSE, IS THIS THE FIRST OCCASION IN WHICH YOU HAVE 

         3    GIVEN TESTIMONY IN THE DISTRICT COURT FOR THE NORTHERN DISTRICT 

         4    OF CALIFORNIA ON ISSUES RELATING TO THE SAN FRANCISCO JOINT 

         5    NEWSPAPER OPERATING AGREEMENT? 

         6    A.   IT IS NOT. 

         7    Q.   WHEN WAS THE FIRST TIME? 

         8    A.   IT WAS IN, I BELIEVE, 1979.  I BELIEVE IT WAS IN 1979 WHEN 

         9    A PRIVATE ACTION WAS BROUGHT BY PACIFIC SUN AGAINST THE JOA.  I 

        10    DON'T REMEMBER THE EXACT DESCRIPTION, LEGAL DESCRIPTION, OF THE 

        11    CASE. 

        12    Q.   WELL, WE WILL GET TO THAT IN A MOMENT, SIR. 

        13               DR. ROSSE, YOU ARE ON ECONOMIST? 

        14    A.   YES, I AM. 

        15    Q.   WHAT DEGREES DO YOU HOLD? 

        16    A.   I HOLD A BACHELOR OF SCIENCE IN ECONOMICS WITH A 

        17    JOURNALISM MINOR; A MASTER OF ARTS IN ECONOMICS WITH A 

        18    MATHEMATICAL ECONOMICS MINOR AND A PH.D. IN ECONOMICS WITH A 

        19    MATHEMATICS MINOR, ALL THREE DEGREES FROM THE UNIVERSITY OF 

        20    MINNESOTA. 

        21    Q.   AND WHAT WAS THE YEAR OF YOUR PH.D.? 

        22    A.   1966. 

        23    Q.   HOW OLD ARE YOU, SIR? 

        24    A.   SIXTY-EIGHT. 

        25    Q.   DO YOU HAVE IN FRONT OF YOU A DOCUMENT THAT IS ENTITLED 


                                                                         1569
                                 ROSSE - DIRECT / CONNELL 


         1    "DECLARATION," WHICH IS MARKED AS H-0954?  IT SHOULD BE AT THE 

         2    TOP OF THAT BUT PERHAPS NOT. 

         3               IT'S YOUR DECLARATION SO IT'S RELATIVELY THICK.  DID 

         4    WE NOT PUT IT UP THERE? 

         5               WE HAVE NOW.  DR. ROSSE, THERE IT IS. 

         6    A.   THANK YOU. 

         7               THE COURT:  954? 

         8               MR. CONNELL:  954, H-954. 

         9               I CAN HAND ONE UP, YOUR HONOR. 

        10               THE COURT:  NO.  WE HAVE GOT ANOTHER ONE.  GO AHEAD. 

        11               MR. CONNELL:  (INDICATING). 

        12               THE COURT:  THANK YOU. 

        13    BY MR. CONNELL: 

        14    Q.   DR. ROSSE, IS THAT A DECLARATION THAT YOU PREPARED AND 

        15    DOES IT HAVE YOUR SIGNATURE AT THE PAGE 16? 

        16    A.   YES, IT IS, AND, YES, THAT'S MY SIGNATURE. 

        17    Q.   AND THAT IS A TRUE AND ACCURATE STATEMENT BY YOU -- BY 

        18    YOU, SIR? 

        19    A.   YES, IT IS. 

        20               MR. CONNELL:  YOUR HONOR, I WOULD OFFER DR. ROSSE'S 

        21    DECLARATION IN EVIDENCE. 

        22               MR. SHULMAN:  NO OBJECTION, YOUR HONOR. 

        23               THE COURT:  VERY WELL.  954 WILL BE RECEIVED. 

        24                             (DEFENDANT'S EXHIBIT H-954  

        25                              RECEIVED IN EVIDENCE) 


                                                                         1570
                                 ROSSE - DIRECT / CONNELL 


         1    BY MR. CONNELL: 

         2    Q.   DR. ROSSE, IN YOUR -- IN YOUR DECLARATION IF YOU COULD 

         3    TURN TO THE PORTION OF IT THAT IS LABELED "APPEARANCES OF JAMES 

         4    N. ROSSE." 

         5               AND IF I COULD ASK IF THAT PART OF THE DECLARATION 

         6    COULD BE PUT UP ON THE SCREEN. 

         7               ACTUALLY, I WILL JUST LEAVE THAT THERE FOR A MOMENT, 

         8    DR. ROSSE, BECAUSE I THINK FIRST I SHOULD ASK YOU, IN YOUR -- 

         9    IN YOUR STUDIES HAVE YOU SPECIALIZED IN ANY AREAS? 

        10    A.   OVER THE YEARS I HAVE BEEN MOST INTERESTED IN 

        11    COMMUNICATIONS INDUSTRIES AND MOST ESPECIALLY WITHIN 

        12    COMMUNICATIONS INDUSTRIES IN NEWSPAPERS. 

        13    Q.   UPON COMPLETING YOUR EDUCATION, DID YOU -- WHERE WERE YOU 

        14    FIRST EMPLOYED? 

        15    A.   AT STANFORD UNIVERSITY. 

        16    Q.   WHEN DID YOU GO TO STANFORD? 

        17    A.   IN 1965. 

        18    Q.   AND WHAT WAS YOUR TITLE WHEN YOU FIRST WENT TO STANFORD? 

        19    A.   ASSISTANT PROFESSOR OF ECONOMICS. 

        20    Q.   AND DID YOU THEN CONTINUE TO STAY AT STANFORD AND TO RISE 

        21    THROUGH THE RANKS? 

        22    A.   YES, I DID.  I SPENT 27 YEARS AT STANFORD. 

        23    Q.   AND DID YOU HOLD ASSOCIATE PROFESSORSHIP AND FULL 

        24    PROFESSOR JOBS? 

        25    A.   I DID, YES. 


                                                                         1571
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   AND WERE YOU -- DID YOU AT ONE POINT BECOME A PROVOST OF 

         2    STANFORD UNIVERSITY? 

         3    A.   YES, I DID. 

         4    Q.   WHEN WAS THAT? 

         5    A.   IN 1984, IN SEPTEMBER OF 1984. 

         6    Q.   AND HOW LONG DID YOU HOLD THAT POSITION? 

         7    A.   UNTIL APRIL OF 1992. 

         8    Q.   WHAT ARE THE RESPONSIBILITIES OF THE PROVOST OF STANFORD 

         9    UNIVERSITY? 

        10    A.   THE PROVOST POSITION IS MOST LIKE A CHIEF OPERATING 

        11    OFFICER IN A -- IN A PRIVATE BUSINESS.  I FUNCTIONED AS THE 

        12    CHIEF ACADEMIC OFFICER, AS THE CHIEF BUDGET OFFICER, AND AS THE 

        13    NUMBER TWO PERSON TO THE PRESIDENT OF THE UNIVERSITY. 

        14    Q.   YOU LEFT STANFORD IN 1992? 

        15    A.   YES, I DID. 

        16    Q.   WHERE DID YOU GO WHEN YOU LEFT STANFORD? 

        17    A.   I WAS HIRED BY FREEDOM COMMUNICATIONS, INCORPORATED, AT 

        18    THAT TIME KNOWN AS FREEDOM NEWSPAPERS.  THERE WAS A SUBSEQUENT 

        19    NAME CHANGE.  AND I -- I WAS HIRED BY THEM TO BECOME THEIR 

        20    PRESIDENT AND CHIEF EXECUTIVE OFFICER. 

        21    Q.   HOW LONG DID YOU HOLD THAT JOB? 

        22    A.   UNTIL SEPTEMBER 30TH, 1999. 

        23    Q.   AT WHICH POINT YOU DID WHAT? 

        24    A.   I RETIRED. 

        25    Q.   DR. ROSSE, AS CEO OF FREEDOM COMMUNICATIONS -- WELL, LET 


                                                                         1572
                                 ROSSE - DIRECT / CONNELL 


         1    ME ASK YOU A LITTLE DIFFERENTLY.   

         2               COULD YOU JUST DESCRIBE THE BUSINESS OF FREEDOM 

         3    COMMUNICATIONS?  WHAT PROPERTIES DOES IT OWN AND WHERE ARE THEY 

         4    LOCATED? 

         5    A.   CERTAINLY.  IT'S A NATIONWIDE GROUP OF NEWSPAPERS, 

         6    TELEVISION AND MAGAZINES.  THE FLAGSHIP NEWSPAPER IN THE GROUP 

         7    IS THE ORANGE COUNTY REGISTER, WHICH IS A NEWSPAPER CURRENTLY 

         8    OF ABOUT 380,000 CIRCULATION DAILY AND ABOUT 440,000 

         9    CIRCULATION ON SUNDAYS.  IT'S A -- SINCE IT'S NOT THE MAIN 

        10    NEWSPAPER IN AN URBAN AREA -- IT'S NOT AS WELL KNOWN NATIONALLY 

        11    AS, FOR INSTANCE, THE LOS ANGELES TIMES.  WITHIN THE BUSINESS 

        12    IT'S KNOWN AS AN OUTSTANDING INNOVATIVE NEWSPAPER, AND IT HAS 

        13    WON A NUMBER OF PULITZERS, INCLUDING PULITZER FOR INVESTIGATIVE 

        14    REPORTING RECENTLY. 

        15               IT ALSO WAS NAMED AMONG THE TOP 20 NEWSPAPERS IN THE 

        16    WORLD SEVERAL TIMES IN RECENT YEARS ON THE BASIS OF ITS DESIGN 

        17    AND OVERALL QUALITY. 

        18    Q.   AND THAT'S THE LARGEST NEWSPAPER -- 

        19    A.   THAT'S THE LARGEST NEWSPAPER IN THE GROUP. 

        20    Q.   ALL RIGHT. 

        21    A.   THERE ARE ABOUT -- 

        22    Q.   WHAT IS THE TOTAL COMBINED CIRCULATION OF ALL THE 

        23    NEWSPAPERS OWNED BY FREEDOM? 

        24    A.   SOMETHING OVER A MILLION ON WEEKDAYS AND ABOUT A 

        25    MILLION -- ABOUT A MILLION ONE, A MILLION TWO ON SUNDAYS.  I 


                                                                         1573
                                 ROSSE - DIRECT / CONNELL 


         1    DON'T REMEMBER EXACTLY. 

         2    Q.   AND THE CEO OF THE CHRONICLE CORPORATION WAS YOUR -- YOU 

         3    HAD THE RESPONSIBILITY -- YOU HAD THE RESPONSIBILITY FOR ALL OF 

         4    THOSE NEWSPAPERS? 

         5    A.   YES, I DID, AS WELL AS -- 

         6    Q.   AND OTHER PROPERTIES, AS WELL? 

         7    A.   WELL, AT THE TIME I LEFT FREEDOM, WE HAD EIGHT TELEVISION 

         8    BROADCAST STATIONS, ALL NETWORK STATIONS, AGAIN, NATION -- 

         9    SCATTERED ACROSS THE NATION.  AND WE ALSO HAD 15 OR 16 MAGAZINE 

        10    TITLES AND -- AS WELL AS, OF COURSE, A VERY ACTIVE PROGRAM OF 

        11    DEVELOPMENT -- MEDIA DEVELOPMENT ON THE INTERNET. 

        12               THE COURT:  ARE YOU GOING TO ASK THE WITNESS WHERE 

        13    THOSE OTHER DAILY NEWSPAPERS ARE LOCATED AND THE TELEVISION 

        14    STATIONS? 

        15    BY MR. CONNELL: 

        16    Q.   CAN YOU TELL WHERE YOUR OTHER PAPERS ARE LOCATED?  SPREAD 

        17    OUT ACROSS THE COUNTRY? 

        18    A.   THEY'RE PRETTY WELL SPREAD OUT, MOSTLY ACROSS THE SOUTHERN 

        19    PART OF THE UNITED STATES.  BUT WITHIN THE STATE OF CALIFORNIA, 

        20    THERE IS ONE IN PORTERVILLE, THERE IS ONE IN MARYSVILLE, ONE IN 

        21    VICTORVILLE -- ALL QUITE SMALL COMMUNITIES -- IN ADDITION TO 

        22    ORANGE COUNTY. 

        23               AMONG THE LARGER OF THE COMMUNITY NEWSPAPERS, THERE 

        24    ARE THREE OF THEM IN THE TEXAS VALLEY, IN THE RIO GRANDE, GRAND 

        25    VALLEY AND ODESSA, TEXAS. 


                                                                         1574
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  THAT WOULD BE, WHAT, MC ALLEN? 

         2               THE WITNESS:  MC ALLEN, HARLINGEN AND BROWNSVILLE.  

         3    MC ALLEN HAS THE DISTINCTION OF BEING THE MOST RAPIDLY GROWING 

         4    NEWSPAPER MARKET IN THE UNITED STATES AT THE PRESENT TIME -- 

         5    AGAIN, NOT A VERY WELL-KNOWN MARKET BUT A VERY RAPIDLY GROWING 

         6    ONE. 

         7               THEY ALSO HAVE NEWSPAPERS IN WESTERN FLORIDA, PANAMA 

         8    CITY AND FORT WALTON BEACH.  IN NORTH CAROLINA THERE ARE ALL 

         9    TOGETHER, I BELIEVE, SIX DAILIES IN NORTH CAROLINA AND SEVERAL 

        10    WEEKLIES, A DAILY IN LIMA, OHIO, ANOTHER ONE IN JACKSONVILLE, 

        11    ILLINOIS, ANOTHER ONE IN SEDALIA, MISSOURI. 

        12               AND THEN, OF COURSE, THE SECOND LARGEST NEWSPAPER IN 

        13    THE GROUP IS THE COLORADO SPRINGS GAZETTE LOCATED IN COLORADO 

        14    SPRINGS, COLORADO. 

        15    BY MR. CONNELL: 

        16    Q.   THANK YOU, SIR. 

        17    A.   YOU ASKED ABOUT TELEVISION? 

        18               THE COURT:  YES, SIR. 

        19               MR. CONNELL:  OH. 

        20               THE WITNESS:  STARTING WITH THE LARGEST MARKETS -- 

        21    AS YOU KNOW, MARKETS ARE RANKED BY SIZE.  THE SMALLER THE 

        22    NUMBER, THE LARGER THE MARKET.  THE NUMBER 37 MARKET IS -- IS 

        23    GRAND RAPIDS, KALAMAZOO, BATTLE CREEK, MICHIGAN.  THE NUMBER 42 

        24    MARKET IS WEST PALM BEACH, FLORIDA.  THE NUMBER 49 MARKET, I 

        25    BELIEVE IT IS, IS PROVIDENCE, RHODE ISLAND.  THE NUMBER 52 


                                                                         1575
                                 ROSSE - DIRECT / CONNELL 


         1    MARKET IS -- IS ALBANY, NEW YORK.  AND THEN I LOSE TRACK OF THE 

         2    NUMBERS, BUT THEY -- IN ADDITION TO THAT THERE ARE TELEVISION 

         3    STATIONS IN CHATTANOOGA, TENNESSEE, AND LANSING, MICHIGAN; IN 

         4    BEAUMONT, TEXAS AND MEDFORD, OREGON.  I THINK THAT'S IT. 

         5               THE COURT:  ARE THESE PROPERTIES THAT HAVE BEEN HELD 

         6    BY THE COMPANY FOR A LONG PERIOD OF TIME, OR WERE THEY ACQUIRED 

         7    DURING THE TIME THAT YOU WERE CHIEF EXECUTIVE OFFICER? 

         8               THE WITNESS:  SOME OF THE PROPERTIES DATE BACK TO 

         9    1927 AND 1935.  IT WAS A COMPANY -- IT'S A FAMILY COMPANY BUILT 

        10    BY A MAN NAMED R.C. HOILES, AND SOME OF THE ORIGINAL PROPERTIES 

        11    ARE STILL A PART OF THE PORTFOLIO. 

        12               AT THE TIME THAT I JOINED THE COMPANY, THERE WERE 

        13    ABOUT 27 DAILIES.  AT THE TIME I LEFT THERE WERE STILL ABOUT 

        14    27.  HOWEVER, THERE WAS SOME CHURN BECAUSE WE -- WE SOLD SOME 

        15    AND WE BOUGHT SOME. 

        16               AT THE TIME I JOINED THE COMPANY, THERE WERE FIVE 

        17    TELEVISION STATIONS AND WE ADDED THREE MORE. 

        18               AT THE TIME I JOINED THE COMPANY THERE WERE NO 

        19    MAGAZINES AND WE ADDED A WHOLE NEW MAGAZINE DIVISION. 

        20               AT THE TIME THAT I JOINED THE COMPANY THERE WAS NO 

        21    INTERNET, AND BY THE TIME I LEFT, WE HAD A PRETTY ACTIVE 

        22    INTERNET ACTIVITY. 

        23               THE COURT:  FINE. 

        24               SORRY FOR THE INTERRUPTION. 

        25    //// 


                                                                         1576
                                 ROSSE - DIRECT / CONNELL 


         1    BY MR. CONNELL: 

         2    Q.   SO NEWSPAPERS, T.V., MAGAZINES, INTERNET, IS THAT THE 

         3    SCOPE OF FREEDOM? 

         4    A.   THAT'S THE SCOPE OF IT, THAT'S CORRECT. 

         5    Q.   AND IT WAS ONCE KNOWN AS HOILES NEWSPAPERS? 

         6    A.   WELL, ONCE UPON A TIME, YES.  IT HAS BEEN KNOWN AS FREEDOM 

         7    SINCE -- SINCE THE EARLY '50'S. 

         8    Q.   BUT IT IS THE HOILES FAMILY? 

         9    A.   IT'S THE HOILES FAMILY.  MR. HOILES NAMED IT FREEDOM IN 

        10    SPITE OF HIS FAMILY'S PROTESTATIONS.  THEY WANTED IT NAMED 

        11    HOILES, HIS CHILDREN.  HE NAMED IT FREEDOM BECAUSE HE SAID, 

        12    "ONLY GREAT IDEAS COUNT.  FAMILY NAMES COME AND GO AND FREEDOM 

        13    IS THE GREATEST IDEA I KNOW." 

        14    Q.   DO YOU -- DO YOU SIT ON THE BOARD OF DIRECTORS OF FREEDOM 

        15    COMMUNICATIONS? 

        16    A.   I DO. 

        17    Q.   PERHAPS INSTEAD OF HAVING DR. ROSSE'S APPEARANCE, IF WE 

        18    COULD PUT THE PUBLICATIONS UP ON THE SCREEN. 

        19               AND IF I COULD ASK YOU, SIR, IF YOU COULD TURN TO 

        20    THAT IN YOUR DECLARATION.  IT'S -- I HOPE YOU CAN FIND IT.  

        21    IT'S PAGE H-2069 IS WHERE IT BEGINS. 

        22               DO YOU HAVE IT, DR. ROSSE? 

        23    A.   YES, I DO HAVE IT. 

        24    Q.   AND IT'S UP ON THE SCREEN.  AND I JUST INVITE YOUR 

        25    ATTENTION TO THAT FIRST ONE LISTED. 


                                                                         1577
                                 ROSSE - DIRECT / CONNELL 


         1    A.   I BEG YOUR PARDON? 

         2    Q.   THE FIRST ONE LISTED IN 1966. 

         3    A.   1966 WAS MY DISSERTATION, DAILY NEWSPAPERS, MONOPOLISTIC 

         4    COMPETITION AND ECONOMIES OF SCALE. 

         5    Q.   WOULD YOU DESCRIBE WHAT THAT DISSERTATION WAS ALL ABOUT? 

         6    A.   WELL, IT WAS A -- IT HAD ATTEMPTED TO -- NOT ONLY 

         7    ATTEMPTED BUT ACCOMPLISHED SEVERAL THINGS.  ONE IS THAT IT -- 

         8    IT WAS -- I WAS TRYING TO BUILD -- I DID, IN FACT, BUILD A 

         9    UNIFIED THEORY OF A NEWSPAPER FIRM FOR THE -- FOR THE FIRST 

        10    TIME, ONE THAT COULD BE PUT INTO MATHEMATICAL FORMS SO THAT IT 

        11    COULD -- SO THAT YOU COULD CARRY OUT ECONOMETRIC ESTIMATION 

        12    USING IT. 

        13               SO THE SECOND CHALLENGE OF THE -- OF THE 

        14    DISSERTATION WAS TO IN FACT CARRY OUT THAT EMPIRICAL STUDY, TO 

        15    MEASURE AND TEST FOR ECONOMIES OF SCALE. 

        16               IN ADDITION TO THAT, THERE WERE SOME OTHER STUDIES 

        17    THAT -- THAT LOOKED AT THE HISTORY OF THE NEWSPAPER INDUSTRY IN 

        18    A VARIETY OF WAYS AND TRIED TO PUT IT ALL TOGETHER IN A -- IN 

        19    THE BEST WAY I COULD AT THAT TIME TO UNDERSTAND HOW THE 

        20    INDUSTRY WAS ORGANIZED AND WHAT CAUSED IT TO BE ORGANIZED THE 

        21    WAY IN WHICH IT WAS ORGANIZED AND HOW THAT HISTORY HAD PLAYED 

        22    ITSELF OUT. 

        23    Q.   WHAT ARE ECONOMIES OF SCALE? 

        24    A.   ECONOMIES OF SCALE ARE A SHORTHAND WAY ECONOMISTS USE OF 

        25    DESCRIBING A TECHNOLOGY THAT PERMITS ONE SINGLE FIRM TO PRODUCE 


                                                                         1578
                                 ROSSE - DIRECT / CONNELL 


         1    AT A LOWER PER UNIT OR PER PRODUCT COST THAN -- THAN TWO 

         2    UNITS -- TWO PRODUCERS COULD -- TWO OR MORE PRODUCERS COULD 

         3    PRODUCE THE SAME PRODUCT. 

         4               IN OTHER WORDS, THE LARGER THE ENTERPRISE, THE LOWER 

         5    THE COST PER UNIT IS; AND, THEREFORE, ONE UNIT -- ONE PRODUCING 

         6    UNIT CAN USUALLY SUPPLY THE MARKET MORE CHEAPLY THAN SEVERAL 

         7    CAN. 

         8    Q.   ALL RIGHT, SIR.  THE TITLE OF YOUR DISSERTATION INCLUDES 

         9    THE TERM "MONOPOLISTIC COMPETITION." 

        10               NOW, WE HAVE HEARD IN THIS COURTROOM THE WORD 

        11    "MONOPOLY" AND THE WORD "COMPETITION."  YOU ARE PUTTING THEM 

        12    TOGETHER.  CAN YOU TELL US WHY? 

        13    A.   WELL, I DIDN'T PUT THEM TOGETHER.  THEY WERE PUT TOGETHER 

        14    BY AN ECONOMIST BY THE NAME OF EDWARD CHAMBERLAIN.  

        15    MR. CHAMBERLAIN, RANGING IN THE '20'S AND '30'S AND ON INTO THE 

        16    '40'S, NOTED THAT MANY KINDS OF INDUSTRIES PRODUCED PRODUCTS 

        17    THAT WERE DIFFERENTIATED ONE FROM THE OTHER.  A DIFFERENTIATED 

        18    PRODUCT IS ONE WHERE THE BUYER -- WHERE IT MATTERS TO THE BUYER 

        19    WHO PRODUCED THE PRODUCT.  YOU DON'T CARE WHO PRODUCES THE 

        20    POUND OF WHEAT THAT YOU BUY BECAUSE ALL WHEAT IS ALIKE, BUT YOU 

        21    DO CARE WHO PRODUCES THE PAPER YOU BUY BECAUSE NO TWO 

        22    NEWSPAPERS ARE EXACTLY THE SAME. 

        23               SO MR. CHAMBERLAIN NOTED THAT THERE -- THAT IN THOSE 

        24    CIRCUMSTANCES THE THEORY OF -- OF PURE COMPETITION DIDN'T 

        25    APPLY, THE CLASSICAL THEORY, BECAUSE BUYERS -- SELLERS WERE NOT 


                                                                         1579
                                 ROSSE - DIRECT / CONNELL 


         1    ANONYMOUS TO BUYERS. 

         2               AND SO HE DEVELOPED A THEORY OF MONOPOLISTIC 

         3    COMPETITION IN WHICH EACH FIRM PRODUCES A -- OR CAN PRODUCE A 

         4    UNIQUE PRODUCT AND YET THEY ARE STILL SUBSTITUTES ONE FOR 

         5    ANOTHER AND ENTRY AND EXIT INTO THE MARKETPLACE TAKES PLACE 

         6    JUST AS IT WOULD IN A PERFECTLY COMPETITIVE MODEL AND -- 

         7    ECONOMY AND THE RESULT OF THAT IS TO -- TO, OF COURSE, DRIVE 

         8    EXCESS PROFIT OUT TO BRING THE RETURN OF THE REMAINING FIRMS 

         9    DOWN TO WHAT ECONOMISTS WOULD CALL A NORMAL PROFIT.  AND THAT'S 

        10    A -- THAT'S MONOPOLY -- THAT'S A COMPLETE DESCRIPTION OF 

        11    MONOPOLISTIC COMPETITION. 

        12               HE SPELLED THAT OUT IN A BOOK TITLED MONOPOLISTIC 

        13    COMPETITION, AND THE PHRASE HAS REMAINED IN THE -- IN THE 

        14    PROFESSION EVER SINCE. 

        15    Q.   DR. ROSSE, JUST LOOKING AT THE FIRST PAGE OF YOUR LIST OF 

        16    PUBLICATIONS, COULD YOU JUST IDENTIFY WHICH OF THOSE DEAL WITH 

        17    THE NEWSPAPER BUSINESS. 

        18    A.   THE -- 

        19    Q.   OR WHICH OF THEM, AT LEAST, INCLUDE THE NEWSPAPER 

        20    BUSINESS.  AND IF YOU JUST TELL US WHICH ONES THEY ARE. 

        21    A.   THE FIRST ONE WE HAVE ALREADY MENTIONED IN 1966. 

        22    Q.   RIGHT. 

        23    A.   IN 1967 I PUBLISHED A MUCH ABBREVIATED VERSION OF THAT 

        24    SAME PAPER, THE AMERICAN ECONOMIC REVIEW.  IN 1970 I PUBLISHED 

        25    A METHODOLOGY PAPER CALLED ON ESTIMATING COST FUNCTION 


                                                                         1580
                                 ROSSE - DIRECT / CONNELL 


         1    PARAMETERS WITHOUT USING COST DATA, THAT TOOK THE METHODOLOGY 

         2    OF THAT DISSERTATION AND SPELLED IT OUT USING NEWSPAPER DATA. 

         3    Q.   COULD YOU PAUSE THERE FOR A MOMENT? 

         4               WHAT DOES IT MEAN TO ESTIMATE COST FUNCTION 

         5    PARAMETERS?  COULD YOU JUST EXPLAIN THAT? 

         6    A.   A COST FUNCTION IS A MATHEMATICAL REPRESENTATION OF THE 

         7    WAY COSTS BEHAVE AS VARIOUS FACTORS THAT ENTER INTO THE -- THE 

         8    FIRM'S DECISION PROCESSES CHANGE.  SO, FOR INSTANCE, AS PRICES 

         9    OF INPUTS CHANGE OR AS -- AS DIFFERENT PRODUCTION CHOICES ARE 

        10    MADE. 

        11    Q.   ALL RIGHT, SIR.  WHAT IS THE NEXT ONE IN YOUR LIST THAT 

        12    DEALS WITH NEWSPAPERS? 

        13    A.   ECONOMIC ISSUES OF JOINT OWNERSHIP OF NEWSPAPER AND 

        14    TELEVISION MEDIA. 

        15    Q.   AND WHAT WAS THAT -- WHAT WAS THAT ABOUT? 

        16    A.   THAT WAS ABOUT THE QUESTION OF WHETHER OR NOT THE DATA 

        17    SHOWED THAT THE JOINT OWNERSHIP OF A DAILY NEWSPAPER AND A 

        18    TELEVISION STATION IN A SINGLE MARKETPLACE HAD ANY IMPACT ON 

        19    THE PRICING OF EITHER -- ADVERTISING PRICING OF EITHER. 

        20    Q.   ALL RIGHT, SIR. 

        21               THE COURT:  WHAT DID YOU CONCLUDE? 

        22               THE WITNESS:  I CONCLUDED THAT BASED ON THE DATA 

        23    THAT WE HAD AT THAT TIME THAT IT DID. 

        24               THE COURT:  THAT IT DID? 

        25               THE WITNESS:  YES. 


                                                                         1581
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  TO WHAT DEGREE? 

         2               THE WITNESS:  I DON'T REMEMBER THE EXACT NUMBERS, 

         3    BUT IT WAS ON THE ORDER OF, AS I RECALL, SIX TO EIGHT PERCENT. 

         4               THE COURT:  SIXTEEN? 

         5               THE WITNESS:  SIX TO EIGHT PERCENT, AS I RECALL. 

         6               THE COURT:  SIX TO EIGHT PERCENT. 

         7               THE WITNESS:  THAT WAS, OF COURSE -- I REMIND YOUR 

         8    HONOR, THAT WAS BASED ON DATA WHEN THERE WERE ONLY THREE OR 

         9    FOUR TELEVISION STATIONS PER MARKETPLACE, DRAMATICALLY 

        10    DIFFERENT FROM THE WAY IT IS TODAY. 

        11    BY MR. CONNELL: 

        12    Q.   YOU HAVE DOWN IN 1975 -- YOU HAVE A PAPER TITLED "THE 

        13    ECONOMIC LIMITS OF PRESS RESPONSIBILITY."   

        14               WHAT WAS THAT ABOUT? 

        15    A.   THIS ADDRESSED THE QUESTION THAT -- THAT MANY JOURNALISTS 

        16    ADDRESS OF PROFESSIONALISM AND ETHICS AND STANDARDS WITHIN THE 

        17    PRESS. 

        18               WHAT ARE THE -- WHAT IS THE RESPONSIBILITY OF THE 

        19    PRESS TO -- TO SERVE AS A FOURTH ARM OF GOVERNMENT, SO TO 

        20    SPEAK, TO PROVIDE THE INFORMATION THAT MAKES AN ECONOMY IN A 

        21    SOCIETY WORK WELL.  THAT'S A VERY POPULAR TOPIC AMONG 

        22    JOURNALISTS, AND IT'S A VERY POPULAR ONE WITH ME, AS WELL. 

        23               THIS PAPER SIMPLY POINTS OUT THAT THERE ARE LIMITS 

        24    TO THAT -- TO HOW FAR YOU CAN EXERCISE THAT BECAUSE, AFTER ALL, 

        25    THE NEWSPAPER HAS TO SURVIVE, AND THEN IT POINTS OUT ALSO THAT 


                                                                         1582
                                 ROSSE - DIRECT / CONNELL 


         1    THAT IS NOT ONLY A LIMITATION, THAT'S AN ADVANTAGE.  BECAUSE -- 

         2    BECAUSE WE HAVE A NEWSPAPER INDUSTRY THAT IS A FREE ENTERPRISE 

         3    INDUSTRY, YET IT DOES NOT DEPEND ON GOVERNMENT, AND, THEREFORE, 

         4    IT CAN BE COUNTED ON TO SPEAK FREELY.  SO IT'S BOTH -- THE FACT 

         5    THAT YOU ARE INDEPENDENT AND COMPETITIVE IS BOTH A BLESSING IN 

         6    THE SENSE THAT YOU DON'T HAVE GOVERNMENT TO TELL YOU WHAT TO DO 

         7    AND A LIMITATION IN THE SENSE THAT YOU HAVE TO BE ABLE TO MAKE 

         8    A PROFIT IN ORDER TO SURVIVE. 

         9    Q.   THE FINAL ONE ON THAT PAGE IS LABELED "TRENDS IN THE DAILY 

        10    NEWSPAPER INDUSTRY, 1923 TO 1973." 

        11               WHAT WAS THE -- THE ESSENCE OF THAT PAPER? 

        12    A.   THAT SIMPLY WAS A LISTING OF STATISTICS THAT HAD TO DO 

        13    WITH THE -- WITH HOW THE INDUSTRY HAS EVOLVED OVER THAT PERIOD 

        14    OF TIME. 

        15    Q.   DID THAT INCLUDE A STUDY OR AN EXAMINATION OF THE NUMBER 

        16    OF NEWSPAPERS IN THE CITY -- IN EACH CITY? 

        17    A.   IT SURELY DID, YES. 

        18    Q.   HAS THAT SUBJECT, THE -- THE EXISTENCE OF COMPETING 

        19    NEWSPAPERS IN CITIES OR THE DECLINE OF COMPETING NEWSPAPERS IN 

        20    CITIES, BEEN A TOPIC THAT YOU HAVE STUDIED AT SOME LENGTH? 

        21    A.   YES, IT REALLY HAS.  IT AS MUCH AS ANYTHING WAS THE 

        22    QUESTION THAT DREW ME INTO A FOCUS ON NEWSPAPERS WAS A DESIRE 

        23    TO UNDERSTAND THE ECONOMIC PROCESSES THAT WERE AT WORK. 

        24               THE INDUSTRY IS -- BECAUSE OF ITS -- THE PROTECTION 

        25    OF THE FIRST AMENDMENT HAS BEEN AMONG THE LEAST REGULATED OF 


                                                                         1583
                                 ROSSE - DIRECT / CONNELL 


         1    INDUSTRIES IN THE UNITED STATES.  THEREFORE, ECONOMIC 

         2    MARKETPLACES HAVE PLAYED OUT -- PLAYED THEMSELVES OUT 

         3    RELATIVELY UNCONSTRAINED BY -- BY NON-ECONOMIC PHENOMENA.  AND 

         4    SO REALLY FROM THE STANDPOINT OF AN ECONOMIST, IT'S REALLY 

         5    QUITE FASCINATING TO -- TO STUDY AND EXAMINE WHY IT IS THAT THE 

         6    INDUSTRY EVOLVED IN THE WAY IT DID AND RESULTED IN A KIND OF AN 

         7    INDUSTRIAL STRUCTURE THAT WE HAVE. 

         8    Q.   THE -- IF YOU LOOK ON PAGE -- THE SECOND PAGE OF YOUR 

         9    PUBLICATIONS, DR. ROSSE, COULD YOU POINT TO THE -- THE PAPERS 

        10    ON THAT PAGE THAT YOU WOULD THINK WOULD MOST DIRECTLY DEAL WITH 

        11    THE ISSUES OF NEWSPAPER COMPETITION? 

        12    A.   WELL, NEWSPAPER COMPETITION.  I POINT TO THE DAILY 

        13    NEWSPAPER FIRM OF 24 EQUATION REDUCED FORM MODEL IS SIMPLY A 

        14    PAPER THAT -- THAT LAYS OUT A BODY OF DATA THAT CONFIRMS THE 

        15    STRUCTURE OF THE COMPETITIVE MODEL THAT I CREATED. 

        16               CHAMBERLAIN VERSUS ROBINSON, AN EMPIRICAL TEST FOR 

        17    MONOPOLY RENTS, WAS AN EMPIRICAL STUDY THAT MADE USE OF 

        18    NEWSPAPER DATA, AND IT REALLY WAS A TEST TO SEE WHETHER OR NOT 

        19    THE CHAMBERLAINIAN VIEW OF COMPETITION IN THE INDUSTRY WAS THE 

        20    CORRECT ONE AND IT -- AND THE ANSWER WAS, YES, IT VERY MUCH WAS 

        21    SO. 

        22    Q.   DR. ROSSE, THERE IS A PAPER THERE -- 

        23    A.   THE EVOLUTION OF ONE NEWSPAPER CITIES.  SORRY. 

        24    Q.   THAT'S ALL RIGHT.  I WAS JUST GOING TO DIRECT YOUR 

        25    ATTENTION TO THAT. 


                                                                         1584
                                 ROSSE - DIRECT / CONNELL 


         1    A.   YES. 

         2    Q.   WAS -- THAT SUGGESTS THAT YOU DID A STUDY TRYING TO 

         3    DETERMINE WHY ONE NEWSPAPER CITIES WERE EVOLVING. 

         4    A.   ALL OF THESE STUDIES PLAY SOME ROLE OR ANOTHER IN 

         5    UNDERSTANDING HOW ONE NEWSPAPER CITIES EVOLVE. 

         6               WHAT THIS WAS WAS SIMPLY PUTTING THAT INTO A -- THE 

         7    RELEVANT PARTS OF THAT THEORY AND EMPIRICAL DATA INTO A SINGLE 

         8    SMALL PAPER THAT PEOPLE COULD READ. 

         9    Q.   WERE ANY OF THE PAPERS ON THIS PAGE PREPARED FOR 

        10    SUBMISSION TO THE FEDERAL TRADE COMMISSION? 

        11    A.   YES, THEY WERE. 

        12    Q.   WHICH ONES? 

        13    A.   IN FACT, THAT WAS ONE OF THEM. 

        14               THE FEDERAL TRADE COMMISSION IN 1978 ASKED ME AND 

        15    SEVERAL OF MY STUDENTS TO PREPARE A BODY OF PAPERS ON THE 

        16    NEWSPAPER INDUSTRY TO -- AND OTHER COMMUNICATIONS INDUSTRIES -- 

        17    TO -- TO PRESENT AT A LARGE CONFERENCE THAT THEY HELD IN 

        18    DECEMBER OF THAT YEAR.  AND THE -- THERE WERE OTHER PEOPLE 

        19    INVITED, BUT WE WERE THE -- THE CORE PRESENTERS AND THE -- THE 

        20    CONFERENCE -- THE PURPOSE OF THE CONFERENCE WAS TO HELP EDUCATE 

        21    FTC LAWYERS AND STAFF, AS WELL AS OTHER INTERESTED PARTIES, ON 

        22    THE ECONOMICS OF THIS INDUSTRY -- OR THESE INDUSTRIES.   

        23               AND SO THESE PAPERS -- THE ONE THAT SAYS, "EVOLUTION 

        24    OF ONE NEWSPAPER CITIES, ECONOMIC ISSUES AND MASS COMMUNICATION 

        25    INDUSTRIES ON BASIC CONCEPTS AND MASS MEDIA ECONOMICS," WERE 


                                                                         1585
                                 ROSSE - DIRECT / CONNELL 


         1    ALL PREPARED FOR THAT CONFERENCE, AS WERE SEVERAL OTHERS. 

         2               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

         3    

         4    

         5    

         6    

         7    

         8    

         9    

        10    

        11    

        12    

        13    

        14    

        15    

        16    

        17    

        18    

        19    

        20    

        21    

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        24    

        25    


                                                                         1586
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  EXCUSE ME.  LET ME GO BACK TO 

         2    CHAMBERLAIN VERSUS ROBINSON. 

         3               THE WITNESS:  YES.  CHAMBERLAIN IS, OF COURSE, 

         4    PROFESSOR EDWARD CHAMBERLAIN THAT YOU MENTIONED.  WHO WAS 

         5    ROBINSON? 

         6               THE WITNESS:  THAT WAS JOAN ROBINSON, AN ENGLISH 

         7    ECONOMIST WHO WROTE A BOOK ENTITLED "IMPERFECT COMPETITION" 

         8    THAT THE PRINCIPAL -- IT WAS SIMILAR IN MANY RESPECTS TO 

         9    ROBINSON -- TO CHAMBERLAIN'S THEORY EXCEPT THAT JOAN ROBINSON 

        10    MAINTAINED THAT THESE KINDS -- THAT THIS KIND OF AN INDUSTRIAL 

        11    STRUCTURE CREATED MONOPOLY RENTS.  THAT IS WHAT ECONOMISTS 

        12    CALLED EXCESS -- WHAT ORDINARY PEOPLE WOULD CALL EXCESS 

        13    PROFITS, THE ECONOMISTS CALL MONOPOLY RENTS. 

        14               JOAN ROBINSON MAINTAINED THAT THIS INDUSTRIAL 

        15    STRUCTURE WOULD CREATE MONOPOLY RENTS WHICH WOULD NOT DISAPPEAR 

        16    AS A RESULT OF COMPETITION.  CHAMBERLAIN SAID, NO, THAT, IN 

        17    FACT, ENTRY OF CLOSE SUBSTITUTES AND COMPETING PRODUCTS WILL 

        18    DRIVE AWAY EXCESS RENTS; AND SO THIS WAS A TEST OF THAT 

        19    HYPOTHESIS, WAS CHAMBERLAIN RIGHT OR WAS ROBINSON RIGHT IN THE 

        20    NEWSPAPER INDUSTRY. 

        21               THE COURT:  WHAT DID YOU CONCLUDE? 

        22               THE WITNESS:  I CONCLUDED THAT CHAMBERLAIN WAS RIGHT 

        23    RATHER DECISIVELY ACTUALLY. 

        24               THE COURT:  CAN YOU BRIEFLY SUMMARIZE WHY? 

        25               THE WITNESS:  WELL, IT'S A STATISTICAL STUDY AND 


                                                                         1587
                                 ROSSE - DIRECT / CONNELL 


         1    REQUIRES FORMULATION OF THIS PROBLEM IN A MATHEMATICAL FORM 

         2    THAT I'M AFRAID I CAN'T GIVE YOU VERY BRIEFLY. 

         3               THE COURT:  OKAY. 

         4    BY MR. CONNELL: 

         5    Q.   DR. ROSSE, LET ME TURN TO YOUR APPEARANCES AND FOR THAT 

         6    PURPOSE I'D LIKE YOU TO START AT PAGE 6, I THINK.  YES, SIR, IF 

         7    YOU COULD TURN TO PAGE 6 OF YOUR APPEARANCES. 

         8               AND CAN YOU TELL ME WHICH ITEM ON THIS PAGE IS THE 

         9    FIRST APPEARANCE WHERE THE ISSUES INVOLVED NEWSPAPERS? 

        10    A.   IT'S NUMBER 29, KNUDSEN VERSUS DAILY REVIEW. 

        11    Q.   ALL RIGHT, SIR.  PRIOR TO THE TIME YOU ENTERED -- YOU 

        12    APPEARED IN THAT CASE AND GAVE ORAL TESTIMONY, HAD YOU BEEN 

        13    ASKED BY PERSONS EARLIER THAN THAT IF YOU WOULD PROVIDE EXPERT 

        14    TESTIMONY ON ECONOMIC ISSUES RELATING TO NEWSPAPERS? 

        15    A.   YES, I HAD. 

        16    Q.   WAS ONE OF THOSE REQUESTED APPEARANCES HAVING TO DO WITH 

        17    THE NEWSPAPER PRESERVATION ACT? 

        18    A.   YES.  I WAS ASKED IF I WANTED TO -- I WOULD BE WILLING TO 

        19    PROVIDE TESTIMONY THERE. 

        20    Q.   DID YOU? 

        21    A.   NO, I DID NOT. 

        22    Q.   WAS IT A FINANCIALLY-ATTRACTIVE OFFER? 

        23    A.   YOU BETTER BELIEVE IT.  I WAS A STARVING ASSISTANT 

        24    PROFESSOR. 

        25    Q.   WHY DIDN'T YOU DO IT?  WHY DIDN'T YOU TAKE THE JOB? 


                                                                         1588
                                 ROSSE - DIRECT / CONNELL 


         1    A.   MY RESEARCH IN THE NEWSPAPERS WAS STILL IMMATURE.  I 

         2    HADN'T FINISHED MY WORK.  I WASN'T SATISFIED WITH WHERE I WAS, 

         3    AND I DIDN'T WANT TO PUT MYSELF IN A POSITION WHERE I WOULD BE 

         4    FORMING OPINIONS PREMATURELY, AND SO I STAYED AWAY. 

         5               I WAS ASKED ALSO TO APPEAR IN SOME LITIGATION AND 

         6    FOR THE SAME REASON DID NOT APPEAR. 

         7    Q.   DR. ROSSE, STARTING IN 1965 AND MOVING FORWARD I SUPPOSE 

         8    TO THE PRESENT DAY, HAVE YOU UNDERTAKEN TO KEEP ADVISED OF WHAT 

         9    IS HAPPENING IN THE NEWSPAPER BUSINESS, PARTICULARLY IN THE 

        10    DAILY NEWSPAPER BUSINESS? 

        11    A.   PRETTY MUCH SO, YES.  IT'S BEEN AN IMPORTANT PART OF MY 

        12    LIFE. 

        13    Q.   DO YOU KEEP TRACK OF NEWSPAPER CLOSINGS? 

        14    A.   YES. 

        15    Q.   DO YOU KEEP -- 

        16    A.   DURING THE YEARS THAT I WAS AT STANFORD AND MAINTAINING AN 

        17    ACTIVE RESEARCH PROGRAM, THAT WAS A PART OF MY RESEARCH TO DO 

        18    SO, TO KEEP TRACK OF WHAT WAS GOING ON IN THE INDUSTRY. 

        19               THEN AFTER THAT I BECAME -- WHEN I BECAME PRESIDENT 

        20    OF THE FREEDOM, OF COURSE IT WAS NOT ONLY INTERESTING TO ME BUT 

        21    IT WAS A PART OF MY JOB AS A CEO OF FREEDOM TO KEEP TRACK OF 

        22    WHAT WAS GOING ON IN THE INDUSTRY. 

        23    Q.   DR. ROSSE, COULD YOU LOOK AT ITEM 27 ON THIS PAGE -- 

        24    A.   YES. 

        25    Q.   -- WHICH CONCERNS THE APPLICATION BY THE CINCINNATI 


                                                                         1589
                                 ROSSE - DIRECT / CONNELL 


         1    ENQUIRER, AND SO FORTH, UNDER THE NEWSPAPER PRESERVATION ACT?   

         2               WAS THAT THE FIRST APPLICATION FILED UNDER -- THE 

         3    FIRST HEARING HELD UNDER THE NEWSPAPER PRESERVATION ACT FOR 

         4    APPROVAL OF A JOA? 

         5    A.   I BELIEVE IT WAS. 

         6    Q.   AND DID YOU PROVIDE TESTIMONY IN THAT HEARING ON BEHALF OF 

         7    THE NEWSPAPERS? 

         8    A.   YES, I DID. 

         9    Q.   AND WHAT HAPPENED TO THE APPLICATION? 

        10    A.   IT WAS APPROVED AND THE CINCINNATI JOA WAS FORMED. 

        11    Q.   IS THAT JOA STILL IN EFFECT? 

        12    A.   YES, IT IS. 

        13    Q.   LET ME ASK YOU A MORE GENERAL QUESTION.  IN THE COURSE OF 

        14    YOUR TESTIFYING OVER TIME, HAVE YOU UNDERTAKEN FROM TIME TO 

        15    TIME TO DEFINE NEWSPAPER MARKETS, DEFINE THE MARKETS IN WHICH 

        16    NEWSPAPERS COMPETE? 

        17    A.   YES.  IN VIRTUALLY EVERY APPEARANCE THAT INVOLVES 

        18    NEWSPAPERS I HAVE TAKEN THE TIME TO LOOK AT THAT PARTICULAR 

        19    NEWSPAPER AND IDENTIFY THE STRUCTURE OF THE MARKET IN WHICH IT 

        20    IS EMBEDDED.  IT'S AN IMPORTANT PART OF THE ANALYSIS. 

        21    Q.   AND IN DOING THAT -- WELL, LET ME STRIKE THAT.   

        22               LET ME ASK YOU TO TURN TO PAGE 5 OF YOUR APPEARANCES 

        23    AND LOOK AT ITEM 25. 

        24    A.   YES. 

        25    Q.   IS ITEM 25 THE ONE THAT YOU MENTIONED RIGHT AT THE START 


                                                                         1590
                                 ROSSE - DIRECT / CONNELL 


         1    OF YOUR TESTIMONY? 

         2    A.   THAT'S THE ONE, YES. 

         3    Q.   IN THAT CASE, DR. ROSSE, WHAT DID YOU TESTIFY ABOUT? 

         4    A.   I TESTIFIED GENERALLY ABOUT THE ECONOMIC FORCES THAT WERE 

         5    AT WORK IN SHAPING THE NEWSPAPER INDUSTRY, WHY IT WAS THAT IT 

         6    WAS VERY DIFFICULT FOR TWO NEWSPAPERS TO SURVIVE IN DIRECT 

         7    COMPETITION WITH ONE ANOTHER IN URBAN MARKETS AT THAT TIME. 

         8               I ALSO LOOKED AT THE MARKET IN WHICH THOSE 

         9    NEWSPAPERS ARE EMBEDDED TO SEE WHETHER OR NOT -- THE EXTENT TO 

        10    WHICH THEY HAD COMPETITION FROM OTHER MEDIA, AND I LOOKED TO 

        11    SEE ON WHAT STAGE OF EVOLUTION THAT MARKET WAS. 

        12               AND I LOOKED AT THE FINANCIAL DATA FROM THOSE 

        13    NEWSPAPERS TO TRY TO ASSESS WHETHER OR NOT I THOUGHT EITHER OR 

        14    ANY OF THEM WERE FINANCIALLY UNABLE TO CONTINUE OR FAILING 

        15    NEWSPAPERS AT THAT TIME. 

        16    Q.   WHAT CONCLUSION DID YOU DRAW ON THAT ISSUE? 

        17    A.   WELL, I CONCLUDED THAT THE EXAMINER -- THAT THE NEWS CALL 

        18    BULLETIN WAS A LOST CAUSE AND THAT THE EXAMINER WAS ON THE 

        19    VERGE OF WHAT ECONOMISTS CALL A DOWNWARD SPIRAL AS IT WAS BEING 

        20    PUSHED -- IT WAS LOSING A LOT OF MONEY.  IT WAS AT THE STAGE 

        21    WHERE IT WAS BEGINNING TO LOSE SIGNIFICANT MARKET SHARE IN 

        22    TERMS OF ADVERTISING AND READERSHIP TO THE CHRONICLE. 

        23               THE CHRONICLE WAS NOT MAKING MONEY EITHER, BUT IT 

        24    WAS CLEARLY MOVING UPWARDS WHILE THE EXAMINER WAS MOVING 

        25    DOWNWARDS.  SO I IDENTIFIED THE EXAMINER AS THE FAILING 


                                                                         1591
                                 ROSSE - DIRECT / CONNELL 


         1    NEWSPAPER AT THAT TIME. 

         2               THE COURT:  THIS WAS, OF COURSE, THE JOINT OPERATING 

         3    AGREEMENT THAT IS AT ISSUE IN THIS CASE. 

         4               THE WITNESS:  I UNDERSTAND THAT, YOUR HONOR. 

         5               THE COURT:  BASICALLY WHAT WAS YOUR UNDERSTANDING OF 

         6    THE CLAIM ASSERTED BY THE PLAINTIFF IN THIS ACTION? 

         7               THE WITNESS:  IN THIS ACTION HERE? 

         8               THE COURT:  IN PACIFIC SUN VERSUS SAN FRANCISCO 

         9    NEWSPAPERS. 

        10               THE WITNESS:  MY UNDERSTANDING WAS THAT THE 

        11    PLAINTIFF SAID THAT THE FORMATION OF THE JOA WAS A SHERMAN ACT 

        12    VIOLATION, THAT IT WAS A FORMATION OF A MERGER IN CONFLICT WITH 

        13    THE ACT. 

        14               THE COURT:  DID THE CASE GO TO TRIAL? 

        15               THE WITNESS:  SHERMAN OR CLAYTON.  I'M NOT SURE 

        16    EXACTLY HOW IT WAS CAST. 

        17               THE COURT:  DID THE CASE GO TO TRIAL? 

        18               THE WITNESS:  YES, IT DID. 

        19               THE COURT:  AND THE PERIOD OF TIME THAT YOUR 

        20    ANALYSIS IN THAT CASE COVERED WAS WHAT, SIR? 

        21               THE WITNESS:  THE '50'S UP THROUGH 1965. 

        22               THE COURT:  THANK YOU. 

        23               THE WITNESS:  OR '64, I THINK.  I CAN'T REMEMBER THE 

        24    DATE.  I THINK THE '65 DATE. 

        25    BY MR. CONNELL: 


                                                                         1592
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   LET ME INVITE YOUR ATTENTION TO THE TOP OF THAT SAME PAGE, 

         2    PAGE 5, AND THERE'S AN ITEM UNITED STATES VERSUS AT&T.  YOU 

         3    PROVIDED TESTIMONY IN THAT CASE, I TAKE IT, DR. ROSSE.  COULD 

         4    YOU TELL THE COURT WHAT WAS THE SUBJECT OF YOUR TESTIMONY IN 

         5    THE AT&T CASE? 

         6    A.   I WAS CALLED ON BY THE COURT TO PROVIDE TESTIMONY ABOUT 

         7    ECONOMIES OF SCALE IN THE TELECOMMUNICATIONS INDUSTRY AND WHAT 

         8    THE AT&T HAD A RIGHT TO BELIEVE ABOUT ITS OWN TECHNOLOGIES AS A 

         9    RESULT OF THOSE ECONOMIES OF SCALE. 

        10    Q.   IF YOU'LL TURN NOW, SIR, TO PAGE 4, AND I WOULD ASK YOU TO 

        11    LOOK AT ITEM 20.  ITEM 20 IS ORAL TESTIMONY IN THE SEATTLE JOA 

        12    IS MY ABBREVIATED WAY OF DESCRIBING THAT; IS THAT CORRECT? 

        13    A.   THAT'S CORRECT. 

        14    Q.   AND YOU PROVIDED TESTIMONY ON BEHALF OF THE NEWSPAPERS 

        15    OWNED BY HEARST AND BY THE SEATTLE TIMES? 

        16    A.   THAT'S CORRECT. 

        17    Q.   AND WHAT DID YOUR -- WHAT WAS THE SUBSTANCE OF YOUR 

        18    TESTIMONY IN THAT CASE? 

        19    A.   AGAIN, IT WAS A STUDY OF THE MARKETPLACE TO SEE IF THAT 

        20    MARKETPLACE HAD EVOLVED AS I EXPECTED THAT IT WOULD EVOLVE. 

        21               IT WAS -- I LOOKED AT THE NEWSPAPERS THEMSELVES, 

        22    THEIR HISTORY, AND I LOOKED AT THE SITUATION IN WHICH THEY 

        23    FOUND THEMSELVES AND CAME TO THE CONCLUSION THAT THE POST 

        24    INTELLIGENCER, WHICH WAS THE HEARST PAPER, WAS A FAILING 

        25    NEWSPAPER.   


                                                                         1593
                                 ROSSE - DIRECT / CONNELL 


         1               UNDER THE -- AS AN ECONOMIST I DETERMINED THAT IT 

         2    WAS A FAILING NEWSPAPER.  THE LAWYERS HAD MADE THE ARGUMENT 

         3    THAT IT WAS A FAILING NEWSPAPER UNDER THE NEWSPAPER 

         4    PRESERVATION ACT. 

         5    Q.   AND WHAT HAPPENED TO THAT APPLICATION? 

         6    A.   THAT WAS APPROVED AND IS STILL THE JOA TODAY. 

         7    Q.   ALL RIGHT, SIR. 

         8               IF YOU WOULD TURN OVER TO PAGE 3, ITEM 16 IS 

         9    DEPOSITION AND ORAL TESTIMONY IN HONOLULU VERSUS HAWAII 

        10    NEWSPAPER AGENCY, INC.  IS THE HAWAII NEWSPAPER AGENCY THE 

        11    AGENCY FOR THE WHOLE HONOLULU JOA? 

        12    A.   THAT'S CORRECT. 

        13    Q.   AND WHAT WAS THE SUBJECT OF YOUR TESTIMONY IN THAT 

        14    PROCEEDING? 

        15    A.   THIS WAS ANOTHER -- ANOTHER ACTION IN THIS CASE BROUGHT BY 

        16    THE CITY AND COUNTY OF HONOLULU. 

        17               THE HONOLULU JOA HAD BEEN FORMED PRIOR TO THE 

        18    PASSAGE OF THE NEWSPAPER PRESERVATION ACT AND SO THEY BROUGHT A 

        19    CASE ON GROUNDS SIMILAR TO THE PACIFIC SUN CASE; NAMELY, THAT 

        20    THE FORMATION HAD BEEN A VIOLATION OF THE SHERMAN OR CLAYTON 

        21    ACT.  I'M NOT SURE EXACTLY WHICH. 

        22               MY TESTIMONY, WHICH ALMOST TOOK THE FORM OF ECONOMIC 

        23    ARCHAEOLOGY SINCE THIS HAD TAKEN PLACE SOME 17 YEARS EARLIER, I 

        24    HAD TO GO BACK AND RECONSTRUCT WHAT THE MARKET LOOKED LIKE AT 

        25    THAT TIME AND THE EVENTS OF THAT TIME AND TO FORM AN OPINION AS 


                                                                         1594
                                 ROSSE - DIRECT / CONNELL 


         1    TO WHETHER OR NOT THE ADVERTISER OR THE BULLETIN OR BOTH WERE 

         2    FAILING NEWSPAPERS.  THOSE WERE THE TWO NEWSPAPERS IN PLACE AT 

         3    THAT TIME. 

         4               AND I CAME TO THE CONCLUSION THAT THE ADVERTISER 

         5    WAS, INDEED, A FAILING NEWSPAPER.  IN FACT, IT WAS IN THE 

         6    THROES OF A DOWNWARD SPIRAL AT THAT VERY TIME.  IT WAS SO CLOSE 

         7    TO BANKRUPTCY THAT IT WAS AMAZING THAT THEY MANAGED TO GET THE 

         8    JOA PUT TOGETHER BEFORE IT ACTUALLY FAILED. 

         9    Q.   WHAT WAS THE OUTCOME OF THAT CASE? 

        10    A.   FORMED A JOA WHICH IN ONE FORM OR ANOTHER STILL EXISTS 

        11    TODAY. 

        12               THE COURT:  WHO DID YOU DETERMINE WAS THE FAILING 

        13    NEWSPAPER IN THAT SITUATION? 

        14               THE WITNESS:  THE ADVERTISER. 

        15               THE COURT:  THE ADVERTISER. 

        16    BY MR. CONNELL: 

        17    Q.   NOW, IF YOU'LL TURN TO THE FIRST PAGE OF YOUR APPEARANCES, 

        18    DR. ROSSE, ITEM 4 IS ENTITLED "THE APPLICATION OF THE DETROIT 

        19    NEWS AND THE DETROIT FREE PRESS FOR APPROVAL OF A JOINT 

        20    OPERATING AGREEMENT." 

        21               YOU GAVE TESTIMONY IN THAT PROCEEDING? 

        22    A.   YES, I DID. 

        23    Q.   TO WHAT EFFECT, SIR? 

        24    A.   AGAIN, IT WAS A RATHER CAREFUL STUDY OF IN THIS CASE A 

        25    VERY LARGE URBAN MARKETPLACE AND OF THE NEWSPAPERS IN 


                                                                         1595
                                 ROSSE - DIRECT / CONNELL 


         1    COMPETITION WITHIN THAT MARKETPLACE AND OF THE HISTORY, THE 

         2    EVOLUTION OF THOSE NEWSPAPERS IN THAT COMPETITION. 

         3               IT ALSO INCLUDED A RATHER CLOSE LOOK AT BOTH OF 

         4    THOSE NEWSPAPERS TO FORM AN OPINION AS TO WHETHER I THOUGHT 

         5    THEY WERE CAPABLE OF SURVIVING INDEPENDENTLY. 

         6               AT THAT TIME BOTH NEWSPAPERS WERE LOSING MONEY AT A 

         7    VERY LARGE RATE, VERY MASSIVE AMOUNTS OF MONEY; AND AFTER 

         8    LOOKING AT IT RATHER CLOSELY, I CAME TO THE CONCLUSION THAT THE 

         9    FREE PRESS WAS THE LIKELY EXITER OF THAT MARKET.  UNLESS 

        10    SOMETHING WERE DONE, THEN THE KNIGHT-RIDDER HAD NO CHOICE BUT 

        11    TO CLOSE THAT PAPER UNLESS A JOA WERE FORMED, AND I SO 

        12    TESTIFIED. 

        13    Q.   WHAT WAS THE OUTCOME OF THAT APPLICATION? 

        14    A.   THE OUTCOME OF THAT CASE WAS ULTIMATELY THAT A JOA WAS 

        15    APPROVED AND STILL EXISTS TODAY. 

        16    Q.   DETROIT, SEATTLE AND CINCINNATI ARE THE ONLY THREE 

        17    INSTANCES WHERE THERE'S BEEN A HEARING UNDER THE NEWSPAPER 

        18    PRESERVATION ACT; IS THAT RIGHT? 

        19    A.   I DON'T KNOW THAT THOSE ARE THE ONLY THREE.  I THINK IT 

        20    IS.  THEY'RE CERTAINLY THE ONLY THREE I WAS INVOLVED IN. 

        21    Q.   DR. ROSSE, WHEN WERE YOU RETAINED TO CONSULT WITH HEARST 

        22    OR WITH MY LAW FIRM ON BEHALF OF HEARST IN THIS PROCEEDING -- 

        23    IN THIS -- 

        24    A.   SOMETIME -- 

        25    Q.   -- NOT IN THIS PROCEEDING, BUT WHEN RELATIVE TO ISSUES 


                                                                         1596
                                 ROSSE - DIRECT / CONNELL 


         1    ARISING UNDER THE PROPOSED ACQUISITION OF THE CHRONICLE BEFORE 

         2    THIS CASE EXISTED, WHEN WERE YOU FIRST RETAINED? 

         3    A.   SOMETIME MID-OCTOBER OF 1999. 

         4    Q.   AND THAT WAS -- 

         5               THE COURT:  LET ME INTERRUPT YOU JUST LONG ENOUGH, 

         6    MR. CONNELL. 

         7               MR. CONNELL:  YES.   

         8               THE COURT:  SINCE YOU BROUGHT UP THE FACT THAT IN 

         9    DETROIT, SEATTLE AND CINCINNATI THERE WERE HEARINGS BEFORE AN 

        10    ADMINISTRATIVE LAW JUDGE -- 

        11               MR. CONNELL:  YES. 

        12               THE COURT:  -- I ASSUME THAT THERE WAS A WRITTEN 

        13    DECISION. 

        14               MR. CONNELL:  OH, YES, SIR.  YES, SIR. 

        15               THE COURT:  ARE THOSE DECISIONS IN ANY OF THE 

        16    MATERIALS THAT HAVE BEEN SUBMITTED? 

        17               MR. CONNELL:  ANY OF THE -- 

        18               THE COURT:  MATERIALS THAT HAVE BEEN SUBMITTED HERE. 

        19               MR. CONNELL:  GOOD QUESTION, JUDGE.  THEY CERTAINLY 

        20    CAN BE.  IN EACH OF THOSE SITUATIONS WHAT YOU WILL HAVE, YOUR 

        21    HONOR, IS IT'S A HEARING, AN ADMINISTRATIVE PROCEEDING UNDER AN 

        22    ADMINISTRATIVE LAW JUDGE. 

        23               THE COURT:  CORRECT. 

        24               MR. CONNELL:  SO YOU'LL HAVE A DECISION OF THE 

        25    ADMINISTRATIVE LAW JUDGE -- EXCUSE ME, A RECOMMENDED DECISION 


                                                                         1597
                                 ROSSE - DIRECT / CONNELL 


         1    OF THE ADMINISTRATIVE LAW JUDGE RECOMMENDED TO THE ATTORNEY 

         2    GENERAL AND YOU WILL HAVE OTHER THINGS, PARTIES FILING COMMENTS 

         3    ON IT AND SO FORTH, AND THEN YOU WILL HAVE AN OPINION AND ORDER 

         4    OF THE ATTORNEY GENERAL.  IN EACH OF THOSE CASES YOU'LL HAVE 

         5    SUBSEQUENT LITIGATION AS WELL.  AS A MATTER OF FACT, YOU DID 

         6    HAVE SUBSEQUENT LITIGATION. 

         7               SO ALL OF THOSE THINGS ARE AVAILABLE AND CAN BE 

         8    PROVIDED YOUR HONOR, AND I WONDER WHAT YOUR PLEASURE IS. 

         9               THE COURT:  DID THE LITIGATION RESULT IN PUBLISHED 

        10    OPINIONS? 

        11               MR. CONNELL:  YES, SIR.  YES, SIR. 

        12               THE COURT:  IN EACH OF THE THREE CASES? 

        13               MR. CONNELL:  YES, SIR.  IN THE CASE OF CINCINNATI I 

        14    THINK IT WAS DISTRICT COURT ONLY.  IN THE CASE OF BOTH DETROIT 

        15    AND SEATTLE THERE ARE COURT OF APPEALS DECISIONS.  INDEED, THE 

        16    ONLY DECISION MENTIONED BY DR. COMANOR WHEN HE WAS ON THE STAND 

        17    WAS THE PI DECISION IN THE NINTH CIRCUIT. 

        18               THE COURT:  OKAY. 

        19               MR. CONNELL:  BUT THERE'S THE D. C. COURT OF APPEALS 

        20    HAS A RATHER LENGTHY OPINION UPHOLDING THE ATTORNEY GENERAL'S 

        21    APPROVAL OF THE DETROIT JOA APPLICATION; AND, YOUR HONOR, THAT 

        22    CASE WENT TO THE SUPREME COURT WHICH IT FIRST TOOK IT AND 

        23    SUBSEQUENTLY AFFIRMED THE LOWER -- THE COURT OF APPEALS BY A 

        24    4-TO-4 RULING AND NO OPINION. 

        25               THE COURT:  I'M FAMILIAR WITH THE SEATTLE CASE.  


                                                                         1598
                                 ROSSE - DIRECT / CONNELL 


         1    PERHAPS WE BETTER DO A LITTLE DIGGING ON CINCINNATI. 

         2               MR. CONNELL:  IF YOU'D LIKE TO HAVE ANY OF THE OTHER 

         3    THINGS FROM THE ATTORNEY GENERAL ON DOWN, WE CAN CERTAINLY 

         4    PROVIDE THEM. 

         5               THE COURT:  ALL RIGHT.  THANK YOU.  SORRY FOR THE 

         6    INTERRUPTION. 

         7    BY MR. CONNELL: 

         8    Q.   YOU WERE RETAINED IN MID-OCTOBER? 

         9    A.   THAT'S CORRECT. 

        10    Q.   A COUPLE OF WEEKS AFTER YOU HAD RETIRED; IS THAT CORRECT? 

        11    A.   THAT'S CORRECT. 

        12    Q.   ALL RIGHT.  I CALLED YOU IN HAWAII.  AND YOU'RE IN HAWAII; 

        13    RIGHT? 

        14    A.   THAT'S CORRECT. 

        15    Q.   SO YOU WERE ORIGINALLY RETAINED TO CONSULT NOT WITH 

        16    RESPECT TO THIS CASE, WHICH DIDN'T EXIST, BUT WITH RESPECT TO 

        17    ISSUES ARISING, WHATEVER WOULD ARISE UNDER THE PROPOSED 

        18    ACQUISITION OF THE CHRONICLE. 

        19    A.   THAT'S CORRECT. 

        20    Q.   AND IN THAT CAPACITY YOU HAVE PROVIDED -- YOU HAVE 

        21    CONSULTED WITH HEARST AND THEN WITH MY LAW FIRM AND SO FORTH; 

        22    CORRECT? 

        23    A.   THAT'S CORRECT. 

        24    Q.   FROM WHAT YOU SAID, DOCTOR, I TAKE IT THAT YOU, DR. ROSSE, 

        25    YOU SPENT A GOOD PART OF TIME STUDYING THE CAUSES OF WHY IT IS 


                                                                         1599
                                 ROSSE - DIRECT / CONNELL 


         1    THAT COMPETING NEWSPAPERS DISAPPEAR; IS THAT A FAIR STATEMENT? 

         2    A.   THAT WAS THE CENTRAL THRUST OF MY RESEARCH PROGRAM, THAT'S 

         3    CORRECT. 

         4    Q.   LET ME ASK IF WE COULD LOOK AT EXHIBIT H-1155 -- AH, THERE 

         5    IT IS -- IN EVIDENCE. 

         6               MR. HALLING:  IT'S NOT IN EVIDENCE. 

         7               MR. CONNELL:  EXCUSE ME? 

         8                        (PAUSE IN PROCEEDINGS.) 

         9               MR. CONNELL:  YOUR HONOR, THIS IS A PART OF THE 

        10    ECONOMIST, INCORPORATED, REPORT, WHICH IS A LARGE EXHIBIT.  94 

        11    I THINK IS WHAT THE NUMBER IS.  YES, IT'S HEARST 94. 

        12               THE COURT:  94. 

        13    BY MR. CONNELL: 

        14    Q.   DR. ROSSE, COULD YOU JUST, BY PICKING SOME YEAR HERE AT 

        15    YOUR PLEASURE, COULD YOU JUST DESCRIBE WHAT IT IS -- WHAT KIND 

        16    OF INFORMATION THIS CHART DEPICTS? 

        17    A.   THIS IS A TABULATION OF THE NUMBER OF CITIES IN THE UNITED 

        18    STATES THAT HAVE DAILY NEWSPAPERS.  THAT'S THE TOP LINE, THE 

        19    RED LINE IN THE COLORED CHART.  AND IT SHOWS FROM THE YEARS 

        20    1910 THROUGH 2000 THAT THAT NUMBER OF CITIES HAS GROWN SOMEWHAT 

        21    BUT IT'S FLATTENED OUT AND PERHAPS DECLINED A LITTLE BIT IN THE 

        22    LAST COUPLE OF DECADES. 

        23               BUT THAT'S WHAT THE OVERALL -- I THINK OF THAT AS A 

        24    BASELINE, SO TO SPEAK, OF THE NUMBER OF CITIES THAT HAVE AT 

        25    LEAST ONE DAILY NEWSPAPER FOR -- LOCATED WITHIN THE CONFINES OF 


                                                                         1600
                                 ROSSE - DIRECT / CONNELL 


         1    THAT CORPORATE CITY. 

         2               THE YELLOW LINE THAT STARTS AT ABOUT 700 IN 1910 AND 

         3    DECLINES TO VANISH BY YEAR 2000 OR IS CLOSE TO VANISHING BY THE 

         4    YEAR 2000 IS THE NUMBER OF CITIES THAT HAVE TWO OR MORE DAILY 

         5    NEWSPAPER FIRMS LOCATED IN THEM.   

         6               "FIRM" IN THIS CASE IS DEFINED AS AN INDEPENDENT 

         7    ENTITY WITHIN THE COMPETITION, THE COMPETITIVE MATRIX OF THAT 

         8    CITY.  SO THAT, FOR INSTANCE, IF GANNETT AND NEW YORK TIMES 

         9    BOTH HAD OPERATIONS IN THE CITY ALTHOUGH THEY WERE PART OF A 

        10    MUCH LARGER ENTERPRISE, NEVERTHELESS THEY WOULD BE COMPETITORS 

        11    WITHIN THAT SAME CITY. 

        12               SIMILARLY, JOA ENTERPRISES ARE ALSO CLASSED FOR 

        13    THESE PURPOSES AS SINGLE FIRM -- AS A SINGLE FIRM SINCE THERE'S 

        14    NO ECONOMIC COMPETITION FOR ADVERTISING OR CIRCULATION. 

        15               AND SO THAT LOWER LINE, THEN, SHOWS THE NUMBER OF 

        16    CITIES IN WHICH THERE HAS BEEN MORE THAN ONE DAILY NEWSPAPER 

        17    STEADILY DECLINING FROM ITS HIGH POINT FROM ABOUT THE TIME OF 

        18    THE FIRST WORLD WAR TO THE CURRENT LOW POINT, WHICH IS 

        19    VANISHINGLY SMALL. 

        20               THE ORANGE LINE THAT LIES ABOVE IT SIMPLY IS A 

        21    REFLECTION OF THAT; THAT IS, THE NUMBER OF CITIES THAT HAVE A 

        22    SINGLE DAILY NEWSPAPER FIRM.  AND, AS YOU CAN SEE, THAT HAS TO 

        23    BE THE DIFFERENCE BETWEEN THE TOP LINE AND THE BOTTOM LINE, AND 

        24    IT GOES UP AND CONVERGES ON THE NUMBER OF CITIES WITH DAILIES. 

        25               THE MAIN POINT OF THAT IS THAT THE DAILY 


                                                                         1601
                                 ROSSE - DIRECT / CONNELL 


         1    COMPETITION, DIRECT DAILY COMPETITION AMONG NEWSPAPERS, WAS 

         2    RELATIVELY COMMON IN THE EARLY PART OF THE LAST CENTURY.  IT 

         3    BEGAN TO DISAPPEAR IN THE SMALLEST CITIES AT AN EARLY STAGE.  

         4    IT BEGAN TO DISAPPEAR IN THE SMALL COMMUNITIES IN THE '20'S AND 

         5    '30'S.  IN THE LARGER COMMUNITIES IN THE '30'S AND '40'S AND 

         6    THE CITIES IN THE '50'S AND '60'S, IN THE METROPOLITAN AREA IN 

         7    THE '70'S AND '80'S.  AND IT'S A FACT THAT CULMINATE NOW THAT 

         8    IN THE TOP 50 CITIES THERE ARE ONLY A HANDFUL OF TOP 50 

         9    NEWSPAPERS; THAT IS, THERE ARE ONLY A HANDFUL THAT HAVE DAILY 

        10    NEWSPAPER COMPETITION. 

        11    Q.   WELL, LET'S SEE IF WE CAN SPECIFY THAT.  IF WE COULD LOOK 

        12    AT EXHIBIT H-1153, WHICH IS A CHART LIMITED TO THE TOP 50 

        13    CITIES.  DO YOU SEE THAT, SIR? 

        14    A.   (WITNESS EXAMINES DOCUMENT.)  YES. 

        15    Q.   AND THIS WOULD -- THIS PORTRAYS DATA JUST FOR THE 50 

        16    LARGEST CITIES; IS THAT CORRECT? 

        17    A.   THAT'S CORRECT. 

        18    Q.   AND, AGAIN, YOU HAVE A SEPARATE LINE SHOWING JOINT 

        19    OPERATING ARRANGEMENTS IN THOSE CITIES.  AND, OF COURSE, THIS 

        20    ONE, THIS CHART HAS A TABLE WITH IT WHERE THE NUMBERS ARE 

        21    SPELLED OUT SHOWING THAT BETWEEN 1980 AND 1998 THE CITIES WITH 

        22    COMPETING NEWSPAPERS HAS GONE FROM 16 TO 5. 

        23               DO YOU KNOW WHAT THE FIVE CITIES ARE THAT ARE LEFT 

        24    WITH COMPETING NEWSPAPERS? 

        25    A.   AMONG THOSE TOP 50, YES. 


                                                                         1602
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   WHAT ARE THEY? 

         2    A.   NEW YORK CITY, BOSTON, WASHINGTON, D. C., CHICAGO AND 

         3    DENVER. 

         4    Q.   NOW, I'D LIKE TO FIND, IF I CAN, THE INFORMATION FROM 

         5    APPENDIX 2 OF THE ECONOMISTS, INCORPORATED, REPORT, WHICH -- 

         6    AH. 

         7               MR. CONNELL:  I'M NOT GOING TO ASK DR. ROSSE TO GO 

         8    THROUGH EVERY ITEM HERE, BUT I DO HAVE A WAY, YOUR HONOR, OF 

         9    HAVING HIM SUMMARIZE THAT DATA IF I CAN FIND THAT. 

        10               THE COURT:  THIS IS IN THE -- 

        11               MR. CONNELL:  THAT'S IN THE -- THAT'S IN EXHIBIT 94, 

        12    YOUR HONOR. 

        13               THE COURT:  ALL RIGHT. 

        14               THE WITNESS:  H-1196. 

        15               THE COURT:  1196. 

        16                        (PAUSE IN PROCEEDINGS.) 

        17               THE COURT:  ARE YOU SURE IT'S IN 94? 

        18               MR. CONNELL:  LET ME -- IF I MAY APPROACH THE 

        19    WITNESS, YOUR HONOR. 

        20                        (PAUSE IN PROCEEDINGS.) 

        21               MR. CONNELL:  AH, YOU HAVE IT. 

        22               THE COURT:  WHAT'S THE BATES STAMP NUMBER OF THE 

        23    PAGE? 

        24               MR. CONNELL:  YOUR HONOR, IT LOOKS LIKE 10128. 

        25               THE COURT:  IN EXHIBIT 94? 


                                                                         1603
                                 ROSSE - DIRECT / CONNELL 


         1               MR. CONNELL:  YES, SIR. 

         2               THE WITNESS:  NO. 

         3               MR. CONNELL:  THAT'S WHAT'S UP ON THE SCREEN. 

         4               THE COURT:  WHAT I HAVE AS EXHIBIT 94 IS THE 

         5    MC ANNENY REPORT PREPARED FOR SUBMISSION TO THE ANTITRUST 

         6    DIVISION. 

         7               MR. CONNELL:  OH, YOUR HONOR, I APOLOGIZE.  I'M 

         8    ADVISED THAT IT HAS -- OUR NUMBER IS 900.  IT'S NOT 94.  THEIR 

         9    NUMBER APPARENTLY IS 94.  SO THAT H-900 IS THE DOCUMENT. 

        10               THE COURT:  ALL RIGHT.  94 APPARENTLY IS NOT A 

        11    COMPLETE COPY OF THE MC ANNENY REPORT. 

        12               MR. CONNELL:  IT'S NOT? 

        13               THE COURT:  ALL RIGHT. 

        14               MR. CONNELL:  900 IS, YES, SIR. 

        15               THE COURT:  OKAY.  THANK YOU.  I'M WITH YOU NOW. 

        16    BY MR. CONNELL: 

        17    Q.   DR. ROSSE, YOU HAVE IN FRONT OF YOU A DOCUMENT THAT'S BEEN 

        18    MARKED AS 1196; IS THAT RIGHT? 

        19    A.   YES, I DO. 

        20    Q.   AND WHAT IS 1196?  IT'S NOT IN EVIDENCE YET, SO I'LL JUST 

        21    ASK YOU.  IS THAT SOMETHING THAT YOU PREPARED? 

        22    A.   YES, I PREPARED THAT.  IT WAS BASED ON THE INFORMATION 

        23    THAT WAS CONTAINED IN APPENDIX 2 OF JOSEPH MC ANNENY'S REPORT. 

        24    Q.   AND THAT WAS AN ATTEMPT BY YOU TO SUMMARIZE THE 

        25    INFORMATION THAT APPEARS IN THAT? 


                                                                         1604
                                 ROSSE - DIRECT / CONNELL 


         1    A.   YES.  I FOUND THAT DIFFICULT TO TRACK IT TO HIS TABLES, 

         2    AND SO I JUST PUT IT IN A SUMMARY FORM SO I COULD BETTER 

         3    UNDERSTAND IT. 

         4               MR. CONNELL:  I WILL OFFER 1196, YOUR HONOR. 

         5               MR. SHULMAN:  NO OBJECTION. 

         6               THE COURT:  VERY WELL.  1196 WILL BE ADMITTED. 

         7                             (DEFENDANTS' EXHIBIT 1196  

         8                              RECEIVED IN EVIDENCE) 

         9    BY MR. CONNELL: 

        10    Q.   DR. ROSSE, COULD YOU JUST DESCRIBE FOR US WHAT YOU'VE DONE 

        11    HERE?  WHAT HAVE YOU TRIED TO PORTRAY? 

        12    A.   WELL, WHAT I'VE DONE IS GO THROUGH THE APPENDIX 2 OF THIS 

        13    LARGER REPORT AND TABULATE IN THE FIRST CASE ALL OF THE 

        14    COMPETITIVE CITIES BY NAME IN 1980 AND THEN ALL OF THEM BY NAME 

        15    IN 1998.  AND THEN I USED THE REFERENCE -- THE FOOTNOTE 

        16    COMMENTS THAT APPEAR SEPARATELY IN THAT APPENDIX TO CREATE THE 

        17    SECTION THAT'S CALLED "NOTES" THAT EXPLAIN WHAT WENT ON. 

        18               SO IN 1980 IT SHOWS THAT THERE WERE 16 CITIES OUT OF 

        19    THE TOP 50 THAT WERE COMPETITIVE AND IT LISTS THEM BY NAME FROM 

        20    NEW YORK THROUGH AUSTIN, AND THEN IN 1998 IT LISTS THE FIVE 

        21    THAT I MENTIONED EARLIER:  NEW YORK, CHICAGO, WASHINGTON, 

        22    BOSTON AND DENVER.   

        23               AND THEN IN THE NOTES IT EXPLAINS WHICH PAPER FOLDED 

        24    OR TO THE EXTENT THAT IT'S POSSIBLE WHAT HAPPENED.  IN SOME 

        25    CASES A JOA WAS FORMED. 


                                                                         1605
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   ALL RIGHT.  SO YOU HAVE JOA CITIES AS WELL? 

         2    A.   THAT'S CORRECT. 

         3    Q.   INCLUDING JOA CITIES WHERE THE JOA ENDED; CORRECT? 

         4    A.   THIS IS A -- THAT'S CORRECT. 

         5    Q.   DR. ROSSE, LOS ANGELES, WHICH IS UP TOWARDS THE TOP OF 

         6    PAGE 1 OF THIS EXHIBIT, IS LISTED BY YOU AS A CITY WITH NO 

         7    COMPETING NEWSPAPER; CORRECT? 

         8    A.   THAT'S CORRECT. 

         9    Q.   BUT IS THERE A NEWSPAPER CALLED THE LOS ANGELES NEWS? 

        10    A.   NOT -- WELL, THERE IS A NEWS.  LOS ANGELES NEWS IS LOCATED 

        11    IN THE SAN FERNANDO VALLEY, THAT'S CORRECT. 

        12    Q.   YOU DON'T REGARD THAT AS A LOS ANGELES NEWSPAPER, I TAKE 

        13    IT? 

        14    A.   NO, IT IS NOT.  IT IS NOT DESIGNED TO SERVE THE LARGER LOS 

        15    ANGELES AREA NOR IS IT LOCATED IN THE CORE OF THE LOS ANGELES 

        16    MARKET. 

        17    Q.   ALL RIGHT.  THIS EXHIBIT ON PAGE 3 -- I'M SORRY, ON PAGE 2 

        18    HAS A LIST OF CITIES WITH EVENING NEWSPAPERS.  AND ASIDE FROM 

        19    THE JOA CITIES THAT HAVE EVENING NEWSPAPERS, THERE ARE -- WELL, 

        20    HOW MANY ARE THERE THAT ARE NOT JOA CITIES? 

        21    A.   ON THIS LIST IN 1998 THERE WERE THREE OUT OF THE 50:  

        22    PHILADELPHIA, INDIANAPOLIS AND ATLANTA. 

        23    Q.   AND ARE THOSE INSTANCES OF ONE OWNER HAVING BOTH A MORNING 

        24    AND AN EVENING NEWSPAPER? 

        25    A.   THAT'S CORRECT. 


                                                                         1606
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   DR. ROSSE, THE EXHIBITS WE'VE BEEN LOOKING AT SHOW THE 

         2    DECLINE IN THE NUMBER OF CITIES WITH COMPETING NEWSPAPERS 

         3    STARTING IN 1910 AND CONTINUING UP TO 1998. 

         4               DO YOU HAVE AN OPINION AS TO WHY -- WHAT HAS CAUSED 

         5    THE DECLINE OF COMPETING NEWSPAPERS? 

         6    A.   I CERTAINLY DO. 

         7    Q.   COULD YOU ELUCIDATE -- EXPLAIN THAT TO THE COURT? 

         8    A.   CERTAINLY.  THE PRINCIPAL CAUSE, ACTUALLY TWO PRINCIPAL 

         9    CAUSES, ONE OF THEM HAS ALREADY BEEN ALLUDED TO, NAMELY THE 

        10    EXISTENCE OF SIGNIFICANT SCALE ECONOMIES.  THE SECOND ONE WE 

        11    HAVEN'T TALKED ABOUT YET, AND THAT IS THE WAVE AFTER WAVE OF 

        12    NEW MEDIA THAT HAVE COME ON THE SCENE DURING THIS TIME PERIOD 

        13    BEGINNING WITH EARLY ARRIVAL OF NATIONAL MAGAZINES AROUND THE 

        14    BEGINNING OF THE LAST CENTURY, THE DEVELOP OF RADIO, THE 

        15    EXPLOSION OF NATIONAL MAGAZINES DURING THE '30'S, THE 

        16    DEVELOPMENT OF MAJOR RADIO, NETWORK RADIO IN THE '30'S, THE 

        17    DEVELOPMENT OF CABLE -- I MEAN, OF BROADCAST TELEVISION IN THE 

        18    '50'S AND '60'S STARTING ACTUALLY IN THE LATE '40'S BUT IN THE 

        19    '50'S AND '60'S NAMELY, THE CHANGES IN TECHNOLOGY THAT MADE 

        20    MORE CHEAPER PRODUCTION POSSIBLE FOR WEEKLIES AND THROW-AWAY 

        21    PUBLICATIONS AND OTHER SPECIALIZED PUBLICATIONS THAT BEGAN TO 

        22    APPEAR IN THE '60'S AND '70'S.   

        23               AND ONE COULD GO ON.  THE EMERGENCE OF DIRECT MAIL.  

        24    THE EMERGENCE OF CABLE TELEVISION.  THE EMERGENCE OF INTERNET. 

        25               THE HISTORY OF COMMUNICATION MEDIA HAS BEEN ONE OF 


                                                                         1607
                                 ROSSE - DIRECT / CONNELL 


         1    SUCCESSIVE WAVES OF INNOVATION, OF NEW PRODUCTS, OF NEW MEDIA 

         2    PRODUCTS.  A CONSEQUENCE OF THAT FOR NEWSPAPERS IS THAT EACH OF 

         3    THOSE NEW MEDIAS THAT COME ON LINE FINDS A PLACE IN THE MENU OF 

         4    CHOICE THAT CONSUMERS AND ADVERTISERS HAVE AVAILABLE TO THEM, 

         5    AND EACH OF THEM PROVIDES -- HAS SOME COMPARATIVE ADVANTAGE, AT 

         6    LEAST SOME SEGMENT OF THE MARKET, OF THE OVERALL COMMUNICATION 

         7    MARKETPLACE, AND IT TAKES UP THAT SPACE. 

         8               SO, YOU KNOW, AN ALMOST TRIVIAL EXAMPLE AND ONE THAT 

         9    ONLY HISTORIANS KNOW, IS THAT ONCE UPON A TIME NEWSPAPERS 

        10    PERFORMED A SOMEWHAT DIFFERENT ENTERTAINMENT FUNCTION THAN THEY 

        11    DO TODAY BECAUSE THEY PUBLISHED NOVELS.  MANY OF THE GREAT 

        12    NOVELS OF THE LAST CENTURY WERE FIRST PUBLISHED SERIALLY IN 

        13    NEWSPAPERS BECAUSE THERE WASN'T ANY OTHER WAY TO PUBLISH THEM 

        14    SHORT OF A BOOK AND NEWSPAPERS WERE IN THE BUSINESS OF 

        15    ENTERTAINING AND INFORMING.  SO THEY PUBLISHED NOVELS. 

        16               WELL, GUESS WHAT?  THERE ARE OTHER MEDIA THAT ARE 

        17    MUCH BETTER AT PUBLISHING NOVELS THAN NEWSPAPERS ARE, AND SO 

        18    THAT'S SOMETHING THAT'S DISAPPEARED FROM THE NEWSPAPER ARENA. 

        19               SIMILARLY, AT ONE TIME PEOPLE REALLY DID LOOK TO 

        20    NEWSPAPERS FOR POLITICAL OPINIONS MUCH MORE SO THAN THEY DO 

        21    TODAY, AND PEOPLE WOULDN'T READ A NEWSPAPER IF IT WAS A 

        22    DEMOCRATIC NEWSPAPER IF THEY WERE REPUBLICAN, OR VICE VERSA; OR 

        23    THERE WERE LABOR PAPERS AND THERE WERE MANAGEMENT OR, YOU KNOW, 

        24    UPSCALE PAPERS. 

        25               THERE WERE A WHOLE VARIETY OF PAPERS THAT WERE 


                                                                         1608
                                 ROSSE - DIRECT / CONNELL 


         1    DESIGNED FOR SPECIALIZED AUDIENCES THAT AS OTHER MEDIA BECAME 

         2    AVAILABLE, AS IT BECAME EASIER FOR PEOPLE TO MAKE CHOICES 

         3    ACROSS OTHER MEDIA, THE RANGE OF SPACE WITHIN WHICH NEWSPAPERS 

         4    COULD DIFFERENTIATE THEIR PRODUCT SHRANK BECAUSE THEY NO LONGER 

         5    HAD THE FULL CANVAS, SO TO SPEAK, ON WHICH TO CREATE THEIR 

         6    PRODUCTS. 

         7               NOW, AN IMPORTANT COMPONENT OF THIS, OF COURSE, IS 

         8    THAT NEWSPAPERS ARE THE ULTIMATE DIFFERENTIATED PRODUCT.  THERE 

         9    IS NO SUCH THING AS A GENERIC NEWSPAPER.  NEWSPAPERS HAVE TO BE 

        10    DESIGNED ANEW WITH EACH EDITION, AND SO THEY'RE ENTIRELY -- 

        11    THEY'RE AN ENTIRELY DIFFERENTIATED PRODUCT.  AND AS A RESULT, 

        12    NEWSPAPERS, AS THEY FOUND THE SPACE WITHIN WHICH THEY COULD 

        13    COMPETE BY DIFFERENTIATION SHRINKING, FOUND THEMSELVES MORE AND 

        14    MORE COMPETING DIRECTLY WITH ONE ANOTHER FOR ADVERTISING AND 

        15    FOR READER ATTENTION. 

        16               AND AS THEY COMPETED MORE DIRECTLY, ECONOMIES OF 

        17    SCALE BEGAN TO PLAY AN IMPORTANT ROLE AND THAT FORCED 

        18    NEWSPAPERS INTO COMPETITION, INTO A KIND OF COMPETITION WHERE 

        19    ONLY THE LARGER ONES COULD SURVIVE. 

        20    Q.   COULD YOU EXPAND ON THAT ECONOMIES-OF-SCALE ISSUE AND TRY 

        21    AND APPLY IT, LET'S SAY, WITH SOME REFERENCE TO A CITY WITH TWO 

        22    DAILY NEWSPAPERS, ONE WITH, LET'S SAY, 450,000 CIRCULATION AND 

        23    THE OTHER WITH MAYBE 107,000 CIRCULATION? 

        24    A.   YES. 

        25    Q.   CALL IT SAN FRANCISCO. 


                                                                         1609
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  NUMBERS YOU JUST PULLED OUT OF THE AIR. 

         2    BY MR. CONNELL: 

         3    Q.   CALL IT SAN FRANCISCO, IF YOU'D LIKE.  BUT COULD YOU JUST 

         4    ADDRESS THE QUESTION OF HOW THE ECONOMIES OF SCALE WORK IN THAT 

         5    SETTING? 

         6    A.   WELL, I NEED TO SAY A LITTLE BIT ABOUT WHAT THE SOURCE OF 

         7    ECONOMIES OF SCALE ARE TO BEGIN WITH. 

         8    Q.   INDEED, YES, SIR. 

         9    A.   THE PRINCIPAL SOURCE OF ECONOMIES OF SCALE ARE WHAT ARE 

        10    CALLED FIRST COPY COSTS.  SINCE THE NEWSPAPER IS CREATED ANEW 

        11    EACH DAY, IT HAS TO COLLECT THE CONTENT, THE EDITORIAL CONTENT, 

        12    THE NEWS CONTENT, THE ENTERTAINMENT CONTENT.  IT HAS TO COLLECT 

        13    THE ADVERTISING CONTENT.  IT HAS TO CREATE THE PAGES DESIGN AND 

        14    CREATE THE PAGES THAT THOSE GO ON, AND TO PREPARE THE PLATES TO 

        15    PRINT THEM. 

        16               ALL OF THOSE COSTS ARE INCURRED BEFORE A SINGLE COPY 

        17    IS PRODUCED, AND THAT'S THE REASON THEY'RE CALLED FIRST COPY 

        18    COSTS. 

        19               ONCE YOU HAVE CREATED THAT FIRST COPY, YOU CAN 

        20    REPLICATE IT ANY NUMBER OF TIMES. 

        21               NOW, AS IT TURNS OUT, THE PROCESSES OF REPRODUCTION 

        22    AND OF DISTRIBUTION ARE WHAT ARE KNOWN TODAY IN MODERN PARLANCE 

        23    AS BASICALLY SCALABLE PROCESSES; THAT IS, THERE AREN'T ANY -- 

        24    THERE ARE ECONOMIES OF SCALE BUT THEY'RE NOT VERY PRONOUNCED IN 

        25    THE REPRODUCTION AND DISTRIBUTION SIDE OF THE BUSINESS. 


                                                                         1610
                                 ROSSE - DIRECT / CONNELL 


         1               THE PEOPLE WHO FIRST COME TO NEWSPAPERS, STUDY 

         2    NEWSPAPER ECONOMICS, ARE OFTEN IMPRESSED BY THE HUGE PRESSES 

         3    AND THE NOISE THEY MAKE AND THE COMPLEX ORGANIZATION AND 

         4    EVERYTHING ELSE THAT TAKES TO GET A NEWSPAPER OUT TO REPRODUCE 

         5    IT AND DISTRIBUTE IT, AND THEY THINK OF THAT AS THE SOURCE OF 

         6    THE ECONOMIES OF SCALE.  THAT'S NOT IT AT ALL.  IT'S THE COSTS 

         7    OF CREATING THE PRODUCT ITSELF. 

         8               NOW, OF COURSE, ALL PRODUCTS HAVE TO BE DESIGNED OR 

         9    ALL DIFFERENTIATED PRODUCTS; BUT IN THE CASE OF A NEWSPAPER, IT 

        10    REALLY IS A VERY IMPORTANT COMPONENT OF COSTS.  AS MUCH AS 30 

        11    TO 45 PERCENT OF COSTS ARE ATTRIBUTABLE TO FIRST COPY COSTS. 

        12               AND, AGAIN, AS I SAY, THOSE CAN GET AMORTIZED OVER 

        13    ANY NUMBER OF COPIES.  WHAT THAT MEANS IS THAT WHEN YOU LOOK AT 

        14    THE COST OF PRODUCING ADDITIONAL COPIES OF A NEWSPAPER, THERE 

        15    IS A CONSTANT COST FOR REPRODUCTION AND DISTRIBUTION, SO TO 

        16    SPEAK, AND A SHARPLY DECLINING COST OF AVERAGE COST OF CONTENT.  

        17    AND SO THE FARTHER YOU ARE OUT ON THAT CURVE, THE LOWER YOUR 

        18    COSTS ARE. 

        19               ASSUMING THAT YOU'RE COMPARING PRODUCTS OF 

        20    EQUIVALENT QUALITY, THAT IS THE SAME AMOUNT OF EDITORIAL 

        21    CONTENT, THE SAME NUMBER OF PAGES, EVERYTHING OF EQUIVALENT 

        22    QUALITY, A NEWSPAPER OF A HUNDRED THOUSAND CIRCULATION IS GOING 

        23    TO HAVE COSTS VERY, VERY MUCH GREATER THAN, ON A PER-UNIT 

        24    BASIS, THAN A NEWSPAPER OF 450,000 CIRCULATION.  IT'S JUST A 

        25    LAW OF ECONOMIES OF SCALE.  IT'S A FACT.  IT'S ONE THAT CAN BE 


                                                                         1611
                                 ROSSE - DIRECT / CONNELL 


         1    VERIFIED FAIRLY EASILY BY LOOKING ACROSS NEWSPAPERS OF VARYING 

         2    SIZES. 

         3    Q.   ARE THERE FACTORS THAT DISADVANTAGE AN EVENING NEWSPAPER? 

         4    A.   YES. 

         5    Q.   WHAT ARE THEY? 

         6    A.   EVENING NEWSPAPERS ONCE WERE DOMINANT, STILL HAVE A VERY 

         7    LARGE NUMBER.  MANY OF THE SMALLER NEWSPAPERS ARE IN THE 

         8    EVENING.  BUT, FOR INSTANCE, IN MINNEAPOLIS, WHICH IS THE CITY 

         9    I LIVED IN FOR MANY YEARS, THE EVENING PAPER WAS ABSOLUTELY THE 

        10    DOMINANT PAPER IN THE URBAN AREA WITH WELL OVER 300,000 

        11    CIRCULATION; WHEREAS, THE MORNING PAPER WAS THE SMALLER PAPER 

        12    WITH ONLY A COUPLE HUNDRED THOUSAND CIRCULATION.  THAT WAS BACK 

        13    IN THE '50'S AND '60'S. 

        14               ALL THAT BEGAN TO CHANGE WITH THE EVOLUTION OF 

        15    TELEVISION, CHANGING OF LIFESTYLES.  SO THAT DURING THE '70'S 

        16    THE EVENING PAPER BEGAN TO SUFFER IN COMPETITION WITH OTHER 

        17    MEDIA.   

        18               IT REALLY BECAME A SERIOUS MATTER IN THE '80'S, 

        19    BECAUSE IN THE 1980'S DIRECT MAIL -- TWO THINGS HAPPENED 

        20    ACTUALLY.  DIRECT MAIL AND SUBSTANTIAL GROWTH OF ALTERNATIVE 

        21    WEEKLY AND SHOPPING PUBLICATIONS BEGAN TO DO A BETTER JOB OF 

        22    SUPPLYING LOCAL HIGH-DENSITY CIRCULATION FOR GROCERY STORES AND 

        23    FOR DRUGSTORES AND FOR OTHER KINDS OF ADVERTISING THAT HAD BEEN 

        24    THE STAPLE OF THE EVENING PAPERS. 

        25               SO THE EVENING PAPERS WERE LARGELY KILLED BY CHANGE 


                                                                         1612
                                 ROSSE - DIRECT / CONNELL 


         1    IN LIFESTYLE AND BY DIRECT MAIL AND BY THE NEW WAVE OF 

         2    RELATIVELY INEXPENSIVE WEEKLIES AND SPECIALIZED PUBLICATIONS 

         3    THAT EMERGED FROM THE NEW TECHNOLOGIES IN THE '80'S AND '90'S.  

         4    Q.   DR. ROSSE, YOU HAVE IN FRONT OF YOU WHAT'S BEEN MARKED AS 

         5    EXHIBIT H-1195, THE TITLE OF WHICH IS "LIST OF JOA'S." 

         6    A.   (WITNESS EXAMINES DOCUMENT.)  YES, I DO HAVE THAT. 

         7    Q.   OKAY.  AND WHAT -- THAT'S NOT YET IN EVIDENCE. 

         8               MR. HALLING:  RIGHT. 

         9    BY MR. CONNELL: 

        10    Q.   WAS THAT PREPARED UNDER YOUR DIRECTION? 

        11    A.   YES, IT WAS.  IT WAS PREPARED BY MY COLLEAGUES AT 

        12    ECONOMISTS, INCORPORATED. 

        13    Q.   AND WHAT DOES IT PURPORT TO BE?  WHAT IS IT, A LIST OF -- 

        14    A.   WELL, IT LISTS ALL OF THE JOA'S THAT THEY WERE ABLE TO 

        15    TRACK DOWN.  AS FAR AS I KNOW, IT'S A COMPLETE LISTING OF ALL 

        16    JOA'S FROM THE BEGINNING OF TIME. 

        17    Q.   AND WITH VARIOUS INFORMATION ABOUT STARTING DATES AND 

        18    TERMINATION DATES; CORRECT? 

        19    A.   THAT'S CORRECT. 

        20               MR. CONNELL:  I WOULD OFFER 1195. 

        21               MR. SHULMAN:  NO OBJECTION. 

        22               THE COURT:  VERY WELL.  1195 WILL BE ADMITTED. 

        23                             (DEFENDANTS' EXHIBIT 1195  

        24                              RECEIVED IN EVIDENCE) 

        25    BY MR. CONNELL: 


                                                                         1613
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   DR. ROSSE, IF YOU WOULD LOOK DOWN AT THE -- I'M GOING TO 

         2    TRY AND PICK OUT THE NUMBER HERE.  THE COLUMN HEADED UNDER -- 

         3    OVER TO THE RIGHT THERE IT SAYS "START OF JOA," "TERMINATION," 

         4    "SCHEDULE" AND "ACTUAL." 

         5    A.   YES. 

         6    Q.   AND, OF COURSE, UNDER "ACTUAL" I WOULD INVITE YOUR 

         7    ATTENTION TO, FIRST TO THE ONE LISTED BY -- UNDER CHATTANOOGA, 

         8    TENNESSEE.  DO YOU SEE THERE'S TWO ENTRIES FOR CHATTANOOGA, 

         9    TENNESSEE. 

        10    A.   YES. 

        11    Q.   CAN YOU EXPLAIN WHY THERE WERE TWO ENTRIES FOR 

        12    CHATTANOOGA, TENNESSEE? 

        13    A.   WELL, IN CHATTANOOGA THE TIMES AND THE FREE PRESS HAD A 

        14    JOA WHICH TERMINATED ACTUALLY IN 1966 AND AT THAT TIME 

        15    MR. MAC DONALD, WHO RAN THE FREE PRESS, THREW THE TIMES OUT AND 

        16    THEY HAD TO CREATE A PRINTING PLANT OF THEIR OWN.  THEY DID 

        17    PRINT IT FOR SOME YEARS AND ATTEMPTED TO COMPETE AND SURVIVE.  

        18    AND CONCLUDED ULTIMATELY THAT THEY COULDN'T, AND SO THEY 

        19    APPLIED FOR AND RECEIVED A JOA.  ACTUALLY I THINK THEY FORMED A 

        20    JOA AND THEN APPLIED FOR IT, IF I REMEMBER CORRECTLY. 

        21    Q.   THAT WAS IN 1980? 

        22    A.   IN 1980. 

        23    Q.   AND THAT JOA HAD A TERMINATION -- SCHEDULED TERMINATION 

        24    DATE OF 2015? 

        25    A.   YES. 


                                                                         1614
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   AND ACTUALLY CLOSED DOWN IN 1999? 

         2    A.   IT RECENTLY WAS CLOSED DOWN, THAT'S CORRECT.  BOTH THE 

         3    MAC DONALD PAPER AND THE TIMES PAPER -- THE TIMES WAS CLOSED 

         4    DOWN AND THE MAC DONALD PAPER WAS SOLD TO ANOTHER PARTY. 

         5               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

         6    

         7    

         8    

         9    

        10    

        11    

        12    

        13    

        14    

        15    

        16    

        17    

        18    

        19    

        20    

        21    

        22    

        23    

        24    

        25    


                                                                         1615
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  WHAT WAS THE OWNERSHIP OF THESE PAPERS? 

         2               THE WITNESS:  THE MACDONALD PAPER, THE FREE PRESS, 

         3    WAS LOCALLY OWNED BY A MAN BY THE NAME OF MACDONALD, WHO HAD -- 

         4    I THINK HE HAD SEVERAL OTHER PAPERS, TOO, BUT THIS IS HIS 

         5    PRINCIPAL PAPER. 

         6               THE CHATTANOOGA TIMES HAD A RATHER INTERESTING 

         7    HISTORY BECAUSE THAT WAS OWNED BY MEMBERS OF THE OX FAMILY AND 

         8    HAD BEEN OWNED SINCE THE 1870'S, AS I UNDERSTAND IT.  AND THE 

         9    OX FAMILY, OF COURSE, IS THE SAME FAMILY THAT ULTIMATELY CAME 

        10    TO OWN AND CONTROL THE NEW YORK TIMES.  SO THESE WERE -- THIS 

        11    WAS -- THESE WERE RELATIVES OF THE NEW YORK TIMES FAMILY. 

        12               THE COURT:  WHEN THE CHATTANOOGA TIMES RESTARTED AS 

        13    AN INDEPENDENTLY PUBLISHED PAPER, WAS IT STILL OWNED BY THE OX 

        14    FAMILY? 

        15               THE WITNESS:  YES, IT WAS. 

        16               THE COURT:  AND THEN DID THEY CONTINUE TO OWN IT? 

        17               THE WITNESS:  YES, THEY CONTINUED TO OWN IT. 

        18               THE COURT:  TO ITS DEMISE? 

        19               THE WITNESS:  UP UNTIL THE TIME IT ULTIMATELY 

        20    CLOSED. 

        21               THE COURT:  IN 19 -- WELL, LAST YEAR? 

        22               THE WITNESS:  LAST YEAR, CORRECT. 

        23               THE COURT:  ALL RIGHT. 

        24    BY MR. CONNELL: 

        25    Q.   AND THE CHATTANOOGA TIMES WAS ADOLF OX'S FIRST NEWSPAPER? 


                                                                         1616
                                 ROSSE - DIRECT / CONNELL 


         1    A.   IT WAS, CORRECT. 

         2    Q.   THEN THE NEXT ONE I WOULD LIKE TO DIRECT YOUR ATTENTION TO 

         3    IS -- EXCUSE ME -- EL PASO, TEXAS.  DO YOU SEE THE NUMBER 11 

         4    EL PASO WITH A SCHEDULED TERMINATION DATE UNDER THE JOA OF 2015 

         5    AND AN ACTUAL TERMINATION DATE OF 1997? 

         6    A.   YES. 

         7    Q.   AND ARE YOU AWARE OF WHAT HAPPENED IN THAT AGENCY? 

         8    A.   I THINK -- MY RECOLLECTION IS THAT GANNETT BOUGHT OUT 

         9    SCRIPPS AND CLOSED DOWN THE EVENING PAPER. 

        10    Q.   AND AT THE TIME THAT HAPPENED, THE RELATIVE CIRCULATIONS 

        11    ARE SHOWN.   

        12               I TAKE IT, THEY ARE SHOWN HERE AT THE TIME THE 

        13    JOA -- THE YEAR BEFORE THE JOA WAS SHUT? 

        14    A.   YES.  AND THE EVENING PAPER -- WELL, IT DOESN'T SAY THAT 

        15    IT WAS AN EVENING PAPER, BUT IN FACT IT WAS AN EVENING PAPER.  

        16    IT WAS QUITE A BIT SMALLER. 

        17    Q.   AND IN -- LET ME SEE.  IN KNOXVILLE, TENNESSEE, NUMBER 16, 

        18    AGAIN, THAT APPEARS TO BE AN EXAMPLE WHERE IT HAD A TERMINATION 

        19    DATE OF 2005 AND AN ACTUAL TERMINATION IN 1991. 

        20               DO YOU HAVE ANY ADDITIONAL INFORMATION ABOUT THAT 

        21    SITUATION, DR. ROSSE? 

        22    A.   YES.  YES.  THE -- THE SURVIVING PAPER WAS THE SCRIPPS 

        23    PAPER, THE NEWS-SENTINEL.  THE OTHER PAPER, THE KNOXVILLE 

        24    JOURNAL PAPER, WAS OWNED BY PERSIS CORPORATION, WHICH WAS A -- 

        25    PERSIS CORPORATION WAS THE OWNER, ORIGINAL OWNER, OF THE 


                                                                         1617
                                 ROSSE - DIRECT / CONNELL 


         1    HONOLULU EXAMINER -- HONOLULU ADVERTISER, ACTUALLY. 

         2               MY UNDERSTANDING THERE WAS THAT -- THAT THEY -- 

         3    THERE WAS SOME LITIGATION ABOUT THE LIMITS OF THE JOA 

         4    AGREEMENT, AND THE LITIGATION WAS SETTLED BY SIMPLY SPECIFYING 

         5    THAT THE -- THAT THE JOA AGREEMENT WOULD HAVE A FINITE TERM, A 

         6    LIMITED TERM, AFTER THE CLOSE OF THE -- AFTER THE SETTLEMENT OF 

         7    THE LITIGATION, I THINK, OF 18 MONTHS OR TWO YEARS OR SOMETHING 

         8    LIKE THAT, AND THAT -- AND THAT DURING THAT TIME PERIOD, 

         9    MR. TWIG-SMITH, THE OWNER OF PERSIS CORPORATION, TRIED TO SELL 

        10    IT BUT DIDN'T SUCCEED SO THEY ULTIMATELY HAD TO CLOSE IT DOWN. 

        11               THE COURT:  MR. CONNELL? 

        12               MR. CONNELL:  YES, SIR. 

        13               THE COURT:  COULD YOU ASK THE WITNESS TO CLARIFY 

        14    OWNER ONE, OWNER -- NEWSPAPER TWO AND SO FORTH? 

        15               MR. CONNELL:  YES, SIR. 

        16               THE COURT:  WELL, MY QUESTION IS, IN EACH OF THESE 

        17    INSTANCES IS THE SURVIVING NEWSPAPER ONE? 

        18               THE WITNESS:  NOT NECESSARILY. 

        19               THE COURT:  AHA. 

        20               THE WITNESS:  NOT NECESSARILY. 

        21               MR. CONNELL:  IT TURNED OUT TO BE AN ARBITRARY LIST 

        22    IN THAT RESPECT, YOUR HONOR. 

        23               THE WITNESS:  PRETTY ARBITRARY.  I WISH -- I WISH 

        24    THAT WE'D HAVE HAD MORE TIME TO GET THIS PREPARED.  WE COULD 

        25    HAVE GOTTEN IT A LITTLE BETTER ORGANIZED.  I'M SORRY, YOUR 


                                                                         1618
                                 ROSSE - DIRECT / CONNELL 


         1    HONOR. 

         2    BY MR. CONNELL: 

         3    Q.   DR. ROSSE, IF YOU WOULD LOOK AT NUMBER -- NUMBER 20, 

         4    MIAMI, FLORIDA? 

         5    A.   YES. 

         6    Q.   WHICH HAD A SCHEDULED TERMINATION DATE OF THE JOA OF 1996 

         7    BUT AN ACTUAL EXPIRATION DATE OF 1988. 

         8               WHAT -- WHAT WAS THE OUTCOME IN MIAMI? 

         9    A.   WELL, THE -- THE -- THE COX OWNED THE EVENING PAPER THERE 

        10    AND IT WAS CLEARLY A -- DRAGGED ON THE ENTERPRISE, AND SO THEY 

        11    REACHED AN AGREEMENT WITH KNIGHT RIDDER TO CLOSE IT.  IT WAS 

        12    CLOSED IN 1998 -- IN 1988. 

        13    Q.   AND DID COX HAVE A PARTICIPATION WITH KNIGHT RIDDER 

        14    THEREAFTER? 

        15    A.   I BELIEVE THEY DO. 

        16               THE COURT:  CAN WE JUST GO THROUGH AND HAVE THE 

        17    WITNESS IDENTIFY THE SURVIVING PAPERS IN THOSE INSTANCES WHERE 

        18    A JOINT OPERATING AGREEMENT HAS CLOSED? 

        19    BY MR. CONNELL: 

        20    Q.   THE SURVIVING PAPER IN MIAMI, SIR, IS WHAT? 

        21    A.   THE MIAMI HERALD. 

        22               THE COURT:  BUT LET'S GO DOWN THE WHOLE LIST. 

        23               THE SURVIVING PAPER IN ANCHORAGE? 

        24               THE WITNESS:  IT'S THE MCCLATCHY PAPER, THE 

        25    ANCHORAGE DAILY NEWS. 


                                                                         1619
                                 ROSSE - DIRECT / CONNELL 


         1               THE COURT:  ALL RIGHT.  AND IN -- 

         2               THE WITNESS:  CHATTANOOGA WE HAVE ALREADY DISCUSSED 

         3    IS THE FREE PRESS. 

         4               THE COURT:  ALL RIGHT. 

         5               THE WITNESS:  COLUMBUS, IT WAS THE -- 

         6               THE COURT:  DISPATCH? 

         7               THE WITNESS:  THE WOLF PAPER.  IT DOESN'T CALL IT 

         8    WOLF PAPER HERE BUT IT'S THE -- 

         9               THE COURT:  DISPATCH? 

        10               THE WITNESS:  DISPATCH. 

        11               THE EL PASO WAS THE -- THE GANNETT PAPER. 

        12               THE COURT:  THE TIMES? 

        13               THE WITNESS:  THE EL PASO TIMES. 

        14               IN EVANSVILLE I -- I AM TRYING TO REMEMBER EXACTLY 

        15    WHAT HAPPENED THERE.  I BELIEVE THE SURVIVOR IS IN FACT THE 

        16    EVANSVILLE COURIER, BUT I AM NOT ABSOLUTELY CERTAIN ON THAT. 

        17    BY MR. CONNELL: 

        18    Q.   IS THE EVANSVILLE COURIER THE ONE THAT IS LISTED AS THE 

        19    SCRIPPS PAPER? 

        20    A.   YES. 

        21    Q.   IN -- 

        22    A.   FRANKLIN OIL I DON'T KNOW ANYTHING ABOUT OTHER THAN -- 

        23               MR. CONNELL:  THAT ONE, YOUR HONOR, IS IN THE RECORD 

        24    IN THIS CASE ALREADY. 

        25               THE COURT:  CORRECT.   


                                                                         1620
                                 ROSSE - DIRECT / CONNELL 


         1               WHAT ABOUT KNOXVILLE? 

         2               THE WITNESS:  KNOXVILLE?  THE SURVIVING PAPER WAS 

         3    THE SCRIPPS PAPER. 

         4    BY MR. CONNELL: 

         5    Q.   THE NEWS-SENTINEL? 

         6    A.   THE NEWS-SENTINEL. 

         7               THE COURT:  OKAY.  AND LINCOLN? 

         8               THE WITNESS:  I BELIEVE IT WAS THE -- THE STAR, BUT 

         9    I DON'T KNOW THAT ONE.  I DON'T KNOW THAT CASE VERY WELL, IN 

        10    SPITE OF HAVING LIVED IN NEBRASKA FOR THE FIRST 20 YEARS OF MY 

        11    LIFE. 

        12               THE COURT:  MIAMI YOU TALKED ABOUT.   

        13               AND NASHVILLE? 

        14    BY MR. CONNELL: 

        15    Q.   NASHVILLE. 

        16    A.   NASHVILLE, IN THIS CASE THE -- THE SURVIVING PAPER IS 

        17    OWNED BY GANNETT.  GANNETT, I BELIEVE, HAD THE EVENING PAPER 

        18    AND BOUGHT -- AND SWITCHED FIELDS AND -- BY BUYING THE MORNING 

        19    PAPER AND SWITCHED ITS OWNERSHIP TO THE MORNING PAPER AND 

        20    OFFERED THE EVENING PAPER FOR SALE, AND, IN FACT, IT WAS RUN BY 

        21    SOMEBODY ELSE FOR SOME YEARS UNTIL IT FINALLY CLOSED DOWN. 

        22               THE COURT:  SO THE SURVIVOR THERE WAS THE 

        23    TENNESSEAN? 

        24               THE WITNESS:  YES. 

        25               THE COURT:  ALL RIGHT.  AND -- 


                                                                         1621
                                 ROSSE - DIRECT / CONNELL 


         1    BY MR. CONNELL: 

         2    Q.   PITTSBURGH? 

         3               THE COURT:  PITTSBURGH.  

         4               THE WITNESS:  PITTSBURGH, THE SURVIVING PAPER IS 

         5    THE -- IS THE JUNIOR PAPER IN THIS CASE, THE BLOCK PAPER, THE 

         6    POST GAZETTE. 

         7               THE COURT:  OKAY.  SHREVEPORT? 

         8    BY MR. CONNELL: 

         9    Q.   SHREVEPORT. 

        10               THE WITNESS:  I BELIEVE THAT WAS THE TIMES, THE 

        11    GANNETT PAPER. 

        12               THE COURT:  WE KNOW ABOUT ST. LOUIS.   

        13               AND, FINALLY, TULSA? 

        14               THE WITNESS:  ST. LOUIS WAS THE PULITZER. 

        15               THE COURT:  RIGHT. 

        16               THE WITNESS:  AND TULSA WAS THE -- I AM NOT SURE 

        17    ABOUT TULSA.  I AM NOT -- I AM NOT CERTAIN, YOUR HONOR. 

        18               THE COURT:  CAN YOU REFRESH THE WITNESS' 

        19    RECOLLECTION, MR. CONNELL? 

        20               MR. CONNELL:  YOUR HONOR, I FORGOT. 

        21               THE COURT:  ALL RIGHT.  WE WILL FILL IN. 

        22               MR. CONNELL:  THAT'S READILY -- WE CAN GET THAT OUT 

        23    OF EDITOR AND PUBLISHER ANNUAL YEARBOOK EASILY ENOUGH, YOUR 

        24    HONOR.  I DO APOLOGIZE. 

        25               THE COURT:  ALL RIGHT. 


                                                                         1622
                                 ROSSE - DIRECT / CONNELL 


         1    BY MR. CONNELL: 

         2    Q.   DR. ROSSE, IS IT SURPRISING TO YOU TO FIND THAT NEWSPAPERS 

         3    THAT HAVE COMBINED THEIR COMMERCIAL OPERATIONS UNDER A JOINT 

         4    NEWSPAPER OPERATING ARRANGEMENT NONETHELESS TERMINATE THE 

         5    OPERATION AND SHUT DOWN ONE OF THE NEWSPAPERS? 

         6    A.   NO. 

         7    Q.   WHY NOT? 

         8    A.   THE WORLD CHANGES AND THE CIRCUMSTANCES UNDER WHICH THEY 

         9    WERE ORIGINALLY CREATED CHANGE AND THEY NEED TO FIND WAYS TO 

        10    ADJUST TO THAT CHANGE. 

        11               THE THING THAT HAS BEEN SURPRISING TO ME IS THE -- 

        12    IS THE SLOWNESS WITH WHICH JOA'S HAVE MADE THOSE ADJUSTMENTS, 

        13    WHICH CONFIRM MY -- MY VIEW THAT THE JOA ORGANIZATIONAL 

        14    STRUCTURE IS A PRETTY CLUMSY ONE. 

        15               MR. CONNELL:  YOUR HONOR, THE TULSA WORLD SURVIVED. 

        16    BY MR. CONNELL: 

        17    Q.   YOU ARE FAMILIAR WITH THE SITUATION IN ST. LOUIS, 

        18    DR. ROSSE, AND AT THE TIME THAT THE JOA TERMINATED THAT WAS, 

        19    WHAT, NEWHOUSE AND PULITZER? 

        20    A.   THAT'S CORRECT. 

        21    Q.   DID NEWHOUSE THEREAFTER HAVE A CONTINUING INTEREST WITH 

        22    PULITZER IN THE PUBLICATION OF THE SURVIVING PAPER? 

        23    A.   YES, THEY DID.  THEY CONTINUED TO HOLD THAT, A FINANCIAL 

        24    INTEREST, AND TO RECEIVE A SHARE OF THE -- OF THE REVENUE, OF 

        25    THE PROFIT, THAT WAS GENERATED.   


                                                                         1623
                                 ROSSE - DIRECT / CONNELL 


         1               IT WAS A -- THERE WAS A NEWS ITEM JUST RECENTLY THAT 

         2    ANNOUNCED THAT -- THAT PULITZER HAD BOUGHT OUT THAT AGREEMENT 

         3    AT A FAIRLY SUBSTANTIAL SUM, I REMEMBER.  A COUPLE HUNDRED 

         4    MILLION IS MY RECOLLECTION.  I DON'T REMEMBER THE EXACT AMOUNT. 

         5               BUT, IN ANY EVENT, THEY -- UP FROM 19 -- WHENEVER 

         6    THAT CLOSED WAS '84 UNTIL THE PRESENT TIME THEY'VE -- NEWHOUSE 

         7    HAS RECEIVED ANNUAL PAYMENTS FROM -- AND WOULD HAVE CONTINUED 

         8    TO RECEIVE THEM UNTIL THE END OF THE JOA, WHICH I DON'T KNOW 

         9    WHEN THAT WOULD HAVE BEEN.  BUT THE PULITZER HAS BOUGHT OUT 

        10    THAT INTEREST. 

        11    Q.   ALL RIGHT, SIR.   

        12               DR. ROSSE, ON THE QUESTION OF MARKETS IN THE MARKETS 

        13    IN WHICH NEWSPAPERS COMPETE, YOU HAVE HEARD THE TESTIMONY IN 

        14    THIS COURT OF DR. COMANOR, HAVE YOU NOT? 

        15    A.   YES, I DID. 

        16    Q.   AND YOU HEARD DR. COMANOR TESTIFY THAT THE APPROPRIATELY 

        17    DEFINED RELEVANT MARKET IN THIS SITUATION CONSISTS OF THE SAN 

        18    FRANCISCO EXAMINER AND THE SAN FRANCISCO CHRONICLE IN THE CITY 

        19    OF SAN FRANCISCO.   

        20               IS THAT -- HAVE I CORRECTLY STATED WHAT DR. COMANOR 

        21    STATED? 

        22    A.   THAT WAS MY UNDERSTANDING. 

        23    Q.   WHAT DO YOU THINK ABOUT THAT? 

        24    A.   I THINK THAT'S FAR TOO NARROW A DEFINITION FOR PURPOSES OF 

        25    ANALYZING SUCCESS OR FAILURE OF NEWSPAPERS IN THIS MARKETPLACE. 


                                                                         1624
                                 ROSSE - DIRECT / CONNELL 


         1    Q.   LET ME ASK YOU A SUBSIDIARY QUESTION.  YOU HAVE HEARD 

         2    DR. COMANOR SITE AS A BASIS, ONE OF THE BASES FOR HIS OPINION, 

         3    SOME COUPLE OF JUDICIAL DECISIONS HE HAD READ WHICH DEFINED THE 

         4    MARKET THAT WAY; IS THAT RIGHT?  YOU HEARD THAT? 

         5    A.   I HEARD -- I HEARD THAT, YES.  I SAW IT IN HIS DEPOSITION. 

         6    Q.   IS THAT AN APPROPRIATE BASE FOR AN ECONOMIST'S OPINION? 

         7               THE COURT:  BE CAREFUL. 

         8               THE WITNESS:  IT'S NOT THE BASE I WOULD CHOOSE. 

         9    BY MR. CONNELL: 

        10    Q.   IS THAT AN APPROPRIATE BASE FOR AN ECONOMIST TO REACH AN 

        11    OPINION ON MARKET DEFINITION? 

        12    A.   IT'S NOT MY -- IT'S NOT THE BASE I WOULD CHOOSE. 

        13    Q.   WHY NOT? 

        14    A.   WELL, IT SEEMS TO ME THAT IT'S UP TO THE ECONOMIST TO 

        15    FIGURE OUT THE MARKET THAT HE NEEDS TO UNDERSTAND IN ORDER TO 

        16    EXPLAIN THE -- WHATEVER PHENOMENON IS AT ISSUE AND THAT IT'S UP 

        17    TO THE LAWYERS TO DEFINE WHAT'S A RELEVANT MARKET FOR LEGAL 

        18    PURPOSES, BUT AN ECONOMIST CAN'T REALLY BE HELD TO A LEGAL 

        19    STANDARD IN THAT REGARD.  YOU SIMPLY HAVE TO BE ABLE TO -- TO 

        20    DEFINE THAT YOURSELF IF YOU ARE GOING TO UNDERSTAND WHAT'S 

        21    GOING ON. 

        22    Q.   AND IS THAT WHAT YOU DID IN THOSE INSTANCES WHERE YOU HAVE 

        23    TESTIFIED EITHER IN JOA APPLICATIONS OR IN OTHER COURT 

        24    PROCEEDINGS -- WHEN YOU HAVE TESTIFIED ABOUT THE DEFINITION OF 

        25    A NEWSPAPER MARKET, IS THAT WHAT YOU HAVE DONE, YOU HAVE LOOKED 


                                                                         1625
                                 ROSSE - DIRECT / CONNELL 


         1    AT THE FACTS? 

         2    A.   YES, I HAVE. 

         3               MR. CONNELL:  I WONDER IF WE COULD HAVE PUT UP ON 

         4    THE SCREEN THE PIE CHART THAT WE SAW THIS MORNING IN FALK'S 

         5    TESTIMONY.  I DON'T REMEMBER THE NUMBER. 

         6    BY MR. CONNELL: 

         7    Q.   I KNOW THAT YOU DIDN'T PREPARE THIS, DR. ROSSE.  BUT YOU 

         8    WERE HERE WHEN IT WAS TALKED ABOUT IN THE TESTIMONY. 

         9               DO YOU HAVE AN OPINION AS TO WHETHER OR NOT IT'S 

        10    APPROPRIATE TO INCLUDE IN A MARKET IN WHICH THE SAN FRANCISCO 

        11    DAILY NEWSPAPERS OPERATE THE MEDIA THAT ARE LISTED ON THIS -- 

        12    ON THIS CHART? 

        13    A.   ALL OF THOSE MEDIA ARE IN ONE WAY OR ANOTHER COMPETITORS 

        14    OF -- OF NEWSPAPERS, THAT IS, AS CLASSES OF MEDIA.  NOT 

        15    EVERY -- NOT EVERY UNIT WITHIN EACH CLASSIFICATION OF PERSONS 

        16    IS -- IS NECESSARILY A COMPETITOR OR A CLOSE COMPETITOR.  THEY 

        17    ARE ALL COMPETITORS AT SOME DISTANCE.  SOME OF THEM ARE MORE 

        18    DISTANT THAN OTHERS.  BUT THAT'S THE RIGHT LIST, AND THERE -- 

        19    AND THAT'S -- THAT'S THE PLACE AT WHICH YOU BEGIN -- I WOULD 

        20    BEGIN TO DEFINE THE OUTER -- OUTER CIRCUMSTANCES OF THE MARKET 

        21    FOR A NEWSPAPER. 

        22    Q.   DO -- DESCRIBE THE WAYS IN WHICH YOU PERCEIVE THAT DAILY 

        23    NEWSPAPERS COMPETE WITH BROADCAST T.V.  DO THEY COMPETE FOR 

        24    READERS OR DISTANT VIEWERS? 

        25    A.   THEY COMPETE IN A VARIETY OF WAYS.  THE MOST IMPORTANT 


                                                                         1626
                                 ROSSE - DIRECT / CONNELL 


         1    ONE -- THE MOST IMPORTANT MARKETPLACE FOR -- MARKETPLACES FOR 

         2    NEWSPAPERS ARE IN FACT ADVERTISING MARKETS.  AND THE -- MUCH OF 

         3    THE MODERN HISTORY OF URBAN NEWSPAPERS COULD NOT BE UNDERSTOOD 

         4    IF WE DIDN'T UNDERSTAND THAT TELEVISION HAS COME IN AND -- AND 

         5    TAKEN A VERY LARGE SHARE OF THE NATIONAL ADVERTISING 

         6    MARKETPLACE AWAY FROM NEWSPAPERS. 

         7               DOES THAT MEAN THAT NEWSPAPERS NO LONGER COMPETE FOR 

         8    THOSE NATIONAL ADS?  NOT AT ALL.  THEY DO COMPETE, AND THAT'S 

         9    A -- AND THAT'S AN ACTIVE COMPETITION FOR NATIONAL ADVERTISING 

        10    BY TELEVISION AND BY NEWSPAPERS. 

        11               I HEARD MR. FALK'S DESCRIPTION OF THE COMPETITION 

        12    FOR ADVERTISING WITH TELEVISION, AND THAT WAS GENERALLY, I 

        13    THOUGHT, AN ACCURATE DESCRIPTION. 

        14               I WOULD GO ON TO SAY, THOUGH, THAT ONE OF THE THINGS 

        15    THAT HAS HAPPENED IS THAT MORE AND MORE PEOPLE GET THEIR NEWS, 

        16    THEIR INFORMATION AND THEIR ENTERTAINMENT, FROM TELEVISION 

        17    AND -- AND READERSHIP OF NEWSPAPERS HAS SUCCESSFULLY -- 

        18    SUCCESSFULLY DECLINED AS MORE -- AS VIEWERSHIP OF TELEVISION 

        19    HAS INCREASED.  SO THERE IS COMPETITION FOR -- FOR THE 

        20    ATTENTION OF READERS, AS WELL. 

        21               BUT I WOULD HAVE TO SAY THE ECONOMIC COMPETITION FOR 

        22    ADVERTISING IS BY FAR THE MOST IMPORTANT. 

        23    Q.   HOW ABOUT CABLE T.V.?  IS THAT AN IMPORTANT PART OF THE 

        24    COMPETITIVE MIX? 

        25    A.   IT'S LESS IMPORTANT BUT IT'S BECOMING MORE IMPORTANT. 


                                                                         1627
                                 ROSSE - DIRECT / CONNELL 


         1               CABLE TELEVISION IS NATURALLY ABLE TO -- TO TARGET 

         2    PRETTY NARROW LOCAL MARKETS, WHICH IS ONE OF THE THINGS THAT 

         3    NEWSPAPERS ARE ABLE TO DO FAIRLY WELL, TOO.  AND SO I EXPECT 

         4    THAT OVER TIME CABLE WILL BECOME MORE COMPETITIVE WITH 

         5    NEWSPAPERS THAN IT IS NOW, BUT IT'S A -- IT'S A GROWING AREA OF 

         6    COMPETITION. 

         7    Q.   HOW ABOUT -- 

         8               THE COURT:  WHAT KIND OF NEWSPAPER ADVERTISING DOES 

         9    CABLE TELEVISION COMPETE FOR? 

        10               THE WITNESS:  LOCAL RETAIL AND DISPLAY, LIKE, AUTO 

        11    ADS, FOR INSTANCE, ARE PRIMED FOR.  ENTERTAINMENT IS ANOTHER 

        12    PRIME CANDIDATE FOR CABLE TELEVISION.  SOME REAL ESTATE. 

        13               THE COURT:  THAT WOULD BE CLASSIFIED? 

        14               THE WITNESS:  NO, NOT CLASSIFIED, NEW DEVELOPMENTS. 

        15               THE COURT:  I SEE. 

        16               THE WITNESS:  IT WOULD SHOW UP IN NEWSPAPERS 

        17    PRIMARILY AS CLASSIFIED ADVERTISING, OR ELSE AS SPECIAL 

        18    SECTIONS FOR REAL ESTATE ON CABLE TELEVISION, IT SHOWS UP AS -- 

        19    AS, YOU KNOW, LITTLE SPIELS WITH HOW GREAT IT IS TO LIVE IN 

        20    HIDDEN VALLEY OR WHEREVER. 

        21               THE COURT:  OKAY. 

        22    BY MR. CONNELL: 

        23    Q.   HOW ABOUT THE INTERNET?  IS THAT AN IMPORTANT OR BECOMING 

        24    AN IMPORTANT PART OF THE COMPETITION? 

        25    A.   YES, IT IS.  INTERNET HAS A -- I TALKED A LITTLE BIT 


                                                                         1628
                                 ROSSE - DIRECT / CONNELL 


         1    EARLIER ABOUT EACH OF THE MEDIA HAVING COMPARATIVE ADVANTAGES.  

         2    AND ONE OF THE COMPARITIVE ADVANTAGES THAT THE INTERNET HAS IS 

         3    IT CAN MANAGE LARGE VOLUMES OF DATA FAIRLY EASILY AND GIVE YOU 

         4    ACCESS FAIRLY EASILY.   

         5               THAT WORKS VERY WELL FOR CLASSIFIED ADVERTISING, 

         6    CERTAIN KINDS OF CLASSIFIED ADVERTISING, AND I THINK THAT -- 

         7    THAT THE INTERNET HAS ALREADY BEGUN TO HAVE AN IMPACT ON 

         8    EMPLOYMENT OR RECRUITMENT ADVERTISING AND ON REAL ESTATE 

         9    ADVERTISING AND ON AUTO ADVERTISING, AND I THINK IT WILL 

        10    PROGRESSIVELY HAVE MORE IMPACT.  IT'S -- I AGREE WITH MR. FALK.  

        11    I DON'T THINK IT'S GOING TO TAKE IT ALL AWAY, BUT IT'S, 

        12    NEVERTHELESS, AN IMPORTANT COMPETITOR. 

        13               THE BANNER ADS THAT YOU SEE ON THE INTERNET ARE -- 

        14    CAN BE THOUGHT OF AS MINOR IRRITANTS IN THE COMPETITIVE ARENA 

        15    TRANSPORT.  BUT AS IMPORTANT LOCAL PORTALS BEGIN TO DEVELOP, 

        16    THEY COULD BECOME IMPORTANT MEANS OF ADVERTISING, TOO, BUT THEY 

        17    AREN'T NOW. 

        18    Q.   ARE FREE CIRCULATION NEWSPAPERS, WHETHER THEY'RE WEEKLY OR 

        19    DAILY OR WHATEVER -- ARE THEY -- DO THEY COMPETE WITH DAILY 

        20    NEWSPAPERS IN SAN FRANCISCO FOR ADVERTISING? 

        21    A.   ESPECIALLY IN SAN FRANCISCO THEY DO.  THAT IS, IF YOU -- 

        22    IF YOU LOOK AT THE MAP OF -- OF THE BAY AREA, YOU WILL NOTICE 

        23    THAT -- THAT THE SAN FRANCISCO CHRONICLE, AND TO A LESSER 

        24    EXTENT THE EXAMINER, COVER A LARGE AREA, AND THEY -- THEY'RE 

        25    SORT OF A LAYER ABOVE MANY OF THE -- OF THE SUBURBAN NEWSPAPERS 


                                                                         1629
                                 ROSSE - DIRECT / CONNELL 


         1    THAT LIE OUT IN THE SMALLER COMMUNITIES. 

         2               IN SAN FRANCISCO ITSELF THERE IS NO LOWER LEVEL 

         3    NEWSPAPER THAT THEY ARE COMPETING WITH AS A DAILY.  BUT, 

         4    INSTEAD, THERE ARE SOME RATHER VIGOROUS WEEKLIES.  AND THOSE 

         5    WEEKLIES HAVE SHOWN THEMSELVES ABLE TO DO A TERRIFIC JOB OF 

         6    ADVERTISING CERTAIN KINDS OF ADVERTISING, AND THEY ALSO PROVIDE 

         7    A FAIR AMOUNT OF BOTH ENTERTAINMENT AND INFORMATION TO -- TO 

         8    READERS.  AND SO THEY'VE -- THEY'VE PLAYED A ROLE. 

         9               I WOULD SAY THAT WEEKLIES, ALONG WITH DIRECT MAIL, 

        10    PROBABLY ARE THE PRIMARY REASONS THE EVENING NEWSPAPERS HAVE 

        11    BEEN -- HAVE BEEN HURT AS HARD AS THEY HAVE. 

        12               NOW, THE -- IF YOU LOOK AT DAILY NEWSPAPERS, YOU 

        13    LOOK AT THE WEEKLY NEWSPAPERS, YOU WILL SEE ADS IN BOTH PLACES.  

        14    THAT IS, SOME GROCERY STORES WILL ADVERTISE BOTH PLACES.  AND 

        15    THAT'S AN INDICATION THAT IN FACT THERE IS SOME TRANSFER BACK 

        16    AND FORTH. 

        17               THE WEEKLY NEWSPAPER PHENOMENA, AS WE KNOW IT TODAY, 

        18    IS CREATED BY THE TREMENDOUS TECHNOLOGY REVOLUTION THAT TOOK 

        19    PLACE OVER THE PAST 20 TO 30 YEARS IN THE NEWSPAPER INDUSTRY 

        20    THAT'S MADE THE TYPESETTING AND PAGE MAKEUP AND ALL OF THE 

        21    PROCESSES OF CREATING A NEWSPAPER CONSIDERABLY CHEAPER.  IT 

        22    MEANS THERE IS RELATIVELY LOW ENTRY INTO THIS BUSINESS AND A 

        23    LOT OF PEOPLE HAVE ENTERED AND PRODUCED VERY GOOD PRODUCTS. 

        24               IT HAS ALSO LED TO A LARGE NUMBER OF SPECIALIZED 

        25    ADVERTISING PUBLICATIONS LIKE AUTO TRADERS AND REAL ESTATE 


                                                                         1630
                                 ROSSE - DIRECT / CONNELL 


         1    GUIDES AND EMPLOYMENT GUIDES -- LITERALLY DOZENS OR HUNDREDS OF 

         2    THEM ARE PRODUCED AT VERY LOW COST.  AND, OF COURSE, THEY 

         3    PROVIDE A FOCUSED MEANS OF ADVERTISING THAT, FOR SOME 

         4    ADVERTISERS, AT LEAST, IS BOTH CHEAPER AND BETTER THAN -- THAN 

         5    WHAT THEY CAN GET IN THE DAILY NEWSPAPER. 

         6    Q.   HOW ABOUT THE SAN JOSE MERCURY?  DOES IT COMPETE WITH THE 

         7    SAN FRANCISCO EXAMINER AND CHRONICLE?  YES OR NO? 

         8    A.   YES. 

         9    Q.   IN WHAT WAY? 

        10    A.   WELL, IT'S -- IT'S COMPETING -- SAN JOSE USED TO BE A 

        11    SUBURBAN OR SATELLITE CITY MARKET THAT LAY UNDERNEATH THE SAN 

        12    FRANCISCO MARKET, AND THE SAN FRANCISCO MARKET USED TO ACTUALLY 

        13    INCLUDE THAT AREA AS A -- AS A DOMINANT URBAN NEWSPAPER. 

        14               SAN JOSE, OF COURSE, HAS BECOME AN URBAN CENTER IN 

        15    ITS OWN RIGHT AND HAS GROWN UP AND BECOME A REGIONAL CENTER.  

        16    IT'S VYING WITH SAN FRANCISCO NOW FOR -- FOR CIRCULATION AND 

        17    FOR ADVERTISING UP AND DOWN THE PENINSULA AND QUITE 

        18    SUCCESSFULLY, I MIGHT ADD.  AS SOMEBODY WHO SUBSCRIBED TO THE 

        19    SAN JOSE MERCURY FOR 27 YEARS, IT'S A -- IT HAS BEEN A VERY 

        20    SUCCESSFUL NEWSPAPER.  IN THAT SENSE IT'S COMPETING FOR 

        21    ADVERTISING READERSHIP UP AND DOWN THE PENINSULA. 

        22               THERE IS A LESSER ELEMENT OF COMPETITION FOR 

        23    NATIONAL ADVERTISING BECAUSE THERE IS AN OVERLAP IN THEIR 

        24    MARKETS THERE, BUT IT'S NOT AS STRONG AS IT ONCE WAS. 

        25    Q.   DO THE SAN FRANCISCO EXAMINER AND CHRONICLE COMPETE WITH 


                                                                         1631
                                 ROSSE - DIRECT / CONNELL 


         1    THE SUBURBAN NEWSPAPERS IN WHICH THEY SERVE -- IN THE AREAS IN 

         2    WHICH THEY SERVE? 

         3    A.   YES, THEY DO. 

         4    Q.   DESCRIBE THAT FOR ME. 

         5    A.   IN EACH CASE I WILL JUST DESCRIBE ONE.   

         6               THE INDEPENDENT JOURNAL IN MARIN COUNTY -- IF YOU 

         7    ARE A RESIDENT OF MARIN COUNTY, YOU CAN GET EITHER THE 

         8    EXAMINER -- GET THE CHRONICLE OR THE -- OR THE INDEPENDENT 

         9    JOURNAL.  THE INDEPENDENT JOURNAL WILL NOT DO AS GOOD A JOB ON 

        10    REGIONAL JOB OR NATIONAL ADVERTISING -- REGIONAL -- REGIONAL 

        11    NEWS OR NATIONAL NEWS, AND IT WON'T NECESSARILY GIVE YOU THE 

        12    ADVERTISING THAT -- THAT IS SPECIALIZED TO SAN FRANCISCO.  BUT 

        13    IF YOU'RE -- IF YOU'RE LOCATED IN MARIN COUNTY, YOU MAY NOT 

        14    CARE.  IN FACT, YOU MAY PREFER TO GET THAT BY OTHER MEANS, BY 

        15    MEANS OF A -- OF A SAN FRANCISCO MAGAZINE OR BY TELEVISION OR 

        16    BY -- BY INTERNET OR WHATEVER. 

        17               AND SO IT'S A REAL CHOICE THAT ADVERTISERS -- THAT 

        18    READERS CAN MAKE BETWEEN TAKING ONE OR THE OTHER OR BOTH.  AND 

        19    INCREASINGLY METROPOLITAN NEWSPAPERS HAVE HAD A PROBLEM IN 

        20    HOLDING -- GRABBING AND HOLDING THAT LOCAL AUDIENCE.  AND THE 

        21    MAIN REASON FOR IT IS BECAUSE PEOPLE CAN GET THE KINDS OF 

        22    REGIONAL OR NATIONAL NEWS THAT -- THAT THE REGIONAL NEWSPAPER 

        23    PROVIDES BY OTHER MEANS. 

        24               SO, FOR INSTANCE, IN MARIN COUNTY YOU COULD AS WELL 

        25    KEEP -- SUBSCRIBE TO THE MARIN PAPER AND TO THE NEW YORK TIMES 


                                                                         1632
                                 ROSSE - DIRECT / CONNELL 


         1    AND TO THE WALL STREET JOURNAL OR TO THE USA TODAY AND NEVER 

         2    MIND WORRYING MUCH ABOUT THE SAN FRANCISCO PAPERS. 

         3               THE COURT:  WHEN YOU REACH A CONVENIENT BREAKING 

         4    POINT. 

         5               MR. CONNELL:  SIR? 

         6               THE COURT:  WHEN YOU REACH A CONVENIENT BREAKING 

         7    POINT. 

         8               MR. CONNELL:  THIS WOULD BE VERY PLEASANT, YOUR 

         9    HONOR, RIGHT NOW. 

        10               THE COURT:  OKAY.  I DON'T MEAN TO -- 

        11               MR. CONNELL:  NO, THAT'S FINE. 

        12               THE COURT:  -- INTERRUPT. 

        13               ALL RIGHT.  THEN WHY DON'T WE RECESS UNTIL -- CAN WE 

        14    BACK AND READY TO GO AT 1:15?  IS THAT TOO SHORT A TIME FOR 

        15    COUNSEL? 

        16               MR. CONNELL:  1:30, YOUR HONOR? 

        17               THE COURT:  ALL RIGHT.  1:15, COUNSEL, I WILL SEE 

        18    YOU AT THAT TIME. 

        19               MR. HALLING:  THANK YOU, YOUR HONOR. 

        20               THE COURT:  ALL RIGHT. 

        21               (LUNCHEON RECESS WAS TAKEN AT 12:15 A.M.) 

        22               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

        23    

        24    

        25    


                                                                         1633
                                 ROSSE - DIRECT / CONNELL 


         1    AFTERNOON SESSION                               1:18 P.M. 

         2               THE COURT:  BEFORE WE BEGIN FURTHER EXAMINATION OF 

         3    THIS WITNESS, THESE REMARKS ARE ADDRESSED TO THE COUNSEL. 

         4               WE ARE PRESENTLY TRAILING ANOTHER CIVIL CASE WHICH 

         5    WAS SCHEDULED TO GO OUT IT WAS EITHER THE SAME DAY THAT THIS 

         6    CASE WENT OUT OR PERHAPS THE FOLLOWING MONDAY.  I'M NOT NOW 

         7    SURE.  AND WE ARE SCHEDULING IN A CRIMINAL TRIAL ON MONDAY. 

         8               NOW, I'LL GIVE THE PARTIES HERE ALL THE TIME THEY 

         9    NEED AND WANT TO PRESENT THEIR CASE, BUT I WOULD APPRECIATE IT 

        10    IF YOU WOULD GIVE SOME THOUGHT TO, FIRST, HOW MUCH LONGER WE 

        11    HAVE IN THIS CASE AND THEN BE IN A POSITION TO DISCUSS WITH ME, 

        12    EITHER AT THE CLOSE OF PROCEEDINGS TODAY OR TOMORROW, WHAT YOUR 

        13    THINKING IS WITH REFERENCE TO ARGUMENT AND POSTTRIAL BRIEFS SO 

        14    THAT I'LL HAVE SOME IDEA OF WHAT SCHEDULE WE NEED TO BE 

        15    PROCEEDING ON. 

        16               SO I'M NOT ASKING FOR YOUR RESPONSE TO THESE 

        17    INQUIRIES NOW.  OBVIOUSLY YOU'LL WANT TO CONFER AMONGST YOUR 

        18    RESPECTIVE TEAMS AND THEN I'D APPRECIATE IT IF YOU EXCHANGE 

        19    YOUR IDEAS.  PERHAPS YOU CAN AGREE ON WHAT WOULD BE AN 

        20    APPROPRIATE SCHEDULE WITH RESPECT TO ARGUMENT AND CLOSING 

        21    BRIEFS; BUT, IN ANY EVENT, I RAISE THE SUBJECT BECAUSE I WOULD 

        22    LIKE SOME INFORMATION FROM YOU ON IT. 

        23               ALL RIGHT.  NOW, BEFORE YOU CARRY ON, MR. CONNELL -- 

        24               MR. CONNELL:  YES. 

        25               THE COURT:  -- CAN I EXPLORE A COUPLE OF MATTERS 


                                                                         1634
                                 ROSSE - DIRECT / CONNELL 


         1    THAT WERE TOUCHED UPON BY THE WITNESS, DR. ROSSE, JUST TO 

         2    CLARIFY THINGS IN MY OWN UNDERSTANDING? 

         3               YOU HAVE BEFORE YOU, I BELIEVE, EXHIBITS 1196, 1195; 

         4    DO YOU NOT? 

         5               THE WITNESS:  I HAVE 1195, YOUR HONOR. 

         6               THE COURT:  SORRY? 

         7               THE WITNESS:  I HAVE 1195. 

         8               THE COURT:  HOW ABOUT 1196?  THAT WAS YOUR 

         9    RECAPITULATION OF APPENDIX 2 IN THE MC ANNENY STUDY. 

        10               THE WITNESS:  YES, I HAVE THAT RIGHT HERE.   

        11               THE COURT:  FIRST ON PAGE 1 OF 3, "COMPETITIVE 

        12    CITIES," YOU SEE THE REFERENCE TO THE FIRST TABLE "1980-1990"? 

        13               THE WITNESS:  I SEE THAT, YES. 

        14               THE COURT:  UNDER THE NOTE SECTION, WHICH, IF ANY OF 

        15    THE PAPERS REFERRED TO WERE HEARST-OWNED PAPERS? 

        16               THE WITNESS:  THE HERALD EXAMINER IN LOS ANGELES 

        17    WAS, NEWS AMERICA IN BALTIMORE WAS, THE LIGHT HAD BEEN IN SAN 

        18    ANTONIO.  HEARST OWNED THE LIGHT BUT SOLD IT OR ACTUALLY BOUGHT 

        19    THE OTHER PAPER AND THEN TRIED TO SELL THE LIGHT; AND WHEN IT 

        20    COULDN'T BE SOLD, FOLDED IT. 

        21               IN SEATTLE THE POST INTELLIGENCER IS A HEARST 

        22    NEWSPAPER.  I BELIEVE THAT'S ALL I KNOW OF. 

        23               THE COURT:  ALL RIGHT.  THEN TURNING TO THE NEXT 

        24    PAGE, I BELIEVE YOU SAID, CORRECT ME IF I MISUNDERSTOOD YOUR 

        25    TESTIMONY, THAT OF THE CITIES LISTED UNDER THE 1998 COLUMN 


                                                                         1635
                                 ROSSE - DIRECT / CONNELL 


         1    HAVING EVENING NEWSPAPERS, THE EVENING NEWSPAPERS IN 

         2    PHILADELPHIA, INDIANAPOLIS AND ATLANTA WERE OWNED BY AND 

         3    PUBLISHED BY THE SAME FIRM. 

         4               THE WITNESS:  THAT'S CORRECT. 

         5               THE COURT:  AND ALL OF THE REMAINING EVENING 

         6    NEWSPAPERS WERE PRODUCED BY JOINT OPERATING AGREEMENT -- 

         7               THE WITNESS:  THAT'S CORRECT, YOUR HONOR. 

         8               THE COURT:  -- OPERATORS? 

         9               SO WOULD IT BE FAIR, THEN, TO SAY THAT IN THE TOP 50 

        10    UNITED STATES CITIES OR 50 LARGEST UNITED STATES CITIES, THERE 

        11    IS NO EVENING NEWSPAPER THAT IS NOT PUBLISHED EITHER BY THE 

        12    PUBLISHER OF THE MORNING NEWSPAPER OR PURSUANT TO A JOINT 

        13    OPERATING AGREEMENT? 

        14               THE WITNESS:  I BELIEVE THAT'S CORRECT, YOUR HONOR. 

        15               THE COURT:  THEN WITH REFERENCE TO EXHIBIT 1195, I 

        16    ASK YOU TO GO THROUGH THAT EXHIBIT AND TO IDENTIFY THE 

        17    SURVIVING NEWSPAPERS WHERE A JOINT OPERATING AGREEMENT HAD BEEN 

        18    TERMINATED. 

        19               THE WITNESS:  (WITNESS EXAMINES DOCUMENT.) 

        20               THE COURT:  LET'S SEE, YOU HAVE TERMINATIONS IN 16 

        21    OF THE 30 CITIES; IS THAT CORRECT? 

        22               THE WITNESS:  (WITNESS EXAMINES DOCUMENT.)  WELL, 

        23    ONE OF THEM IS UNKNOWN.  I COUNT FIFTEEN. 

        24               THE COURT:  OKAY.  THE UNKNOWN WOULD BE THE BRISTOL, 

        25    TENNESSEE, SITUATION? 


                                                                         1636
                                 ROSSE - DIRECT / CONNELL 


         1               THE WITNESS:  YES, SIR. 

         2               THE COURT:  ALL RIGHT.  15 OR POSSIBLY 16 

         3    TERMINATIONS OUT OF 30? 

         4               THE WITNESS:  THAT'S CORRECT, YOUR HONOR. 

         5               THE COURT:  OF THOSE 15 OR 16, IS IT FAIR TO 

         6    INTERPRET THIS AS INDICATING THAT IN FOUR OF THOSE INSTANCES 

         7    THE SMALLER NEWSPAPER SURVIVED; NAMELY, ANCHORAGE, CHATTANOOGA, 

         8    PITTSBURGH AND ST. LOUIS? 

         9               THE WITNESS:  I BELIEVE THAT THERE ARE CIRCUMSTANCES 

        10    IN OTHER MARKETS, YOUR HONOR, WHERE THE SMALLER PAPER SURVIVED 

        11    BY SWITCHING FIELDS, BY MOVING TO THE MORNING.   

        12               AND THEN EVANSVILLE, ILLINOIS, FOR INSTANCE -- 

        13    EVANSVILLE, INDIANA, SORRY, THE CASE WAS THAT THE SCRIPPS 

        14    COMPANY WAS IN THE SMALLER PAPER, THE JUNIOR PAPER.  THE OWNER 

        15    OF THE SENIOR PAPER WANTED OUT, AND SO THE SCRIPPS BOUGHT THE 

        16    SENIOR PAPER AND PUT THE JUNIOR PAPER IN THE HANDS OF A FORMER 

        17    EMPLOYEE TO OPERATE AS AN INDEPENDENT PAPER DURING THE TERM OF 

        18    THE -- THE REMAINING TERM OF THE JOA AND CLOSED IT DOWN AT THE 

        19    END OF THE JOA. 

        20               THE COURT:  SO EVANSVILLE WOULD BE ANOTHER INSTANCE 

        21    IN WHICH THE SMALLER PAPER SURVIVED; IS THAT CORRECT? 

        22               THE WITNESS:  YES.  THERE'S ANOTHER CASE AS WELL, 

        23    AND THAT'S IN HONOLULU.  THE ADVERTISER WAS THE MORNING 

        24    PAPER -- SORRY, SORRY, THE STAR BULLETIN WAS THE EVENING PAPER.  

        25    THE ADVERTISER WAS OWNED BY MR. TWIG-SMITH AND THE STAR 


                                                                         1637
                                 ROSSE - DIRECT / CONNELL 


         1    BULLETIN WAS OWNED BY GANNETT.  SOME YEARS AGO GANNETT BOUGHT 

         2    THE MORNING PAPER, THE ADVERTISER, AND PUT THE EVENING PAPER UP 

         3    FOR SALE.  AND ULTIMATELY IT WAS SOLD TO A COMPANY CALLED 

         4    LIBERTY WHICH THEN BECAME THE JUNIOR PAPER, AND THAT IS TO THIS 

         5    DAY. 

         6               THE COURT:  OKAY.  AND THAT'S, OF COURSE, LED TO THE 

         7    CASE THAT WE'VE DISCUSSED IN THIS LITIGATION. 

         8               THE WITNESS:  YES, THAT'S CORRECT, YOUR HONOR. 

         9               THE COURT:  ARE THERE ANY OTHER? 

        10               THE WITNESS:  THOSE ARE ALL THE ONES THAT I'M 

        11    FAMILIAR WITH, YOUR HONOR. 

        12               THE COURT:  ALL RIGHT.  SO SIX OUT OF 15 OR 16 

        13    INVOLVE INSTANCES IN WHICH THE SMALLER NEWSPAPER WOULD BE THE 

        14    SURVIVING NEWSPAPER? 

        15               THE WITNESS:  THAT'S CORRECT, IN THE SENSE THAT THE 

        16    OWNER OF THE SMALLER NEWSPAPER ULTIMATELY ENDED UP OWNING THE 

        17    SURVIVING NEWSPAPER. 

        18               THE COURT:  AND THAT WOULD BE THE CIRCUMSTANCE HERE? 

        19               THE WITNESS:  YES, IT WOULD BE, YOUR HONOR. 

        20               THE COURT:  ALL RIGHT.  THANK YOU, MR. CONNELL. 

        21               MR. CONNELL:  IF I MAY, JUST TO FOLLOWUP ON THAT. 

        22    Q.   ARE YOU SAYING, DR. ROSSE, THAT -- ARE THERE ANY INSTANCES 

        23    WHERE WHEN THE DUST HAD SETTLED AND THERE WAS ONE NEWSPAPER 

        24    LEFT, WHERE THAT ONE NEWSPAPER WAS THE SMALLER CIRCULATION 

        25    PAPER? 


                                                                         1638
                                 ROSSE - DIRECT / CONNELL 


         1    A.   NO.  WHEN THE DUST HAS SETTLED, IT'S ALWAYS THE LARGER 

         2    NEWSPAPER THAT SURVIVES, BUT THE OWNERSHIP MAY CHANGE HANDS.  I 

         3    TOOK THAT TO BE WHAT THE JUDGE WAS ASKING ME ABOUT. 

         4               THE COURT:  FAIR ENOUGH.  THANK YOU FOR CLARIFYING 

         5    THAT.  I WAS NOT SUFFICIENTLY PRECISE. 

         6    BY MR. CONNELL: 

         7    Q.   AND ALONG THE SAME LINES, DR. ROSSE, WAS NASHVILLE 

         8    MENTIONED IN THIS DISCUSSION OR, TO PUT IT ANOTHER WAY, IS 

         9    NASHVILLE A SITUATION WHERE THE OWNERS -- 

        10    A.   NASHVILLE WAS A CASE WHERE THAT HAPPENED ACTUALLY WHERE 

        11    GANNETT BOUGHT THE -- SHIFTED FIELDS FROM THE EVENING TO THE 

        12    MORNING AND ULTIMATELY WAS THE SURVIVOR. 

        13    Q.   ALL RIGHT, SIR. 

        14               THE COURT:  SO THAT WOULD BE SEVEN OUT OF THE 15 OR 

        15    16; IS THAT CORRECT? 

        16               THE WITNESS:  IF THAT'S YOUR COUNT, YOUR HONOR, I 

        17    BELIEVE THAT'S CORRECT; BUT WITHOUT GOING BACK AND DOING THEM 

        18    ALL AGAIN, I'M NOT ABSOLUTELY CERTAIN. 

        19               THE COURT:  OKAY. 

        20    BY MR. CONNELL: 

        21    Q.   DR. ROSSE, DURING YOUR TESTIMONY BEFORE LUNCH, ONE OF THE 

        22    THINGS YOU SAID IN DISCUSSING THE DECLINE OF CITIES WITH 

        23    COMPETING NEWSPAPERS WAS THAT THERE WERE FIVE LEFT AND YOU 

        24    NAMED NEW YORK, CHICAGO, BOSTON, WASHINGTON AND DENVER.  HAS 

        25    SOMETHING HAPPENED SINCE THE TIME OF YOUR TESTIMONY RELATIVE TO 


                                                                         1639
                                 ROSSE - DIRECT / CONNELL 


         1    THE SITUATION IN DENVER? 

         2    A.   YES, I BELIEVE SOMETHING HAS. 

         3    Q.   WHAT IS IT? 

         4    A.   I BELIEVE THAT IT'S BEEN ANNOUNCED ONLY A FEW MINUTES AGO 

         5    THAT THE DENVER NEWSPAPERS ARE SEEKING A JOA, HAVE FILED AN 

         6    APPLICATION FOR A JOA. 

         7    Q.   YES. 

         8               THE COURT:  WELL, COUNSEL, THERE MAY BE OTHER FISH 

         9    TO FRY. 

        10                              (LAUGHTER) 

        11               MR. ALIOTO:  WE'RE HEADING OUT TO DENVER, JUDGE. 

        12    BY MR. CONNELL: 

        13    Q.   AND WITH RESPECT TO THE OTHER FOUR CITIES, DO YOU HAVE ANY 

        14    INFORMATION ABOUT WHETHER OR NOT IN THOSE CITIES BOTH OR IN THE 

        15    CASE OF NEW YORK ALL THREE OF THE SURVIVING PAPERS ARE 

        16    OPERATING PROFITABLY? 

        17    A.   I HAVE SOME INFORMATION ABOUT SOME OF THEM.  IN NEW YORK 

        18    THERE HAVE BEEN PRESS REPORTS THAT THE DAILY NEWS AND THE POST 

        19    HAVE BEEN IN TROUBLE FROM TIME TO TIME.  IN FACT, THAT'S BEEN 

        20    THE SUBJECT OF A FAIR AMOUNT OF SENSATIONALIST PRESS. 

        21               I DON'T KNOW TO WHAT EXTENT THEY COULD BE CLASSED AS 

        22    FAILING NEWSPAPERS.  PART OF THE PROBLEM WAS THE NEW YORK 

        23    PRESS, IT'S A CERTAIN AMOUNT OF VANITY PRESS AND PEOPLE LIKE TO 

        24    OWN THOSE PAPERS, AND SO -- 

        25               THE COURT:  THANK GOODNESS WE LIVE IN SAN FRANCISCO. 


                                                                         1640
                                 ROSSE - DIRECT / CONNELL 


         1                              (LAUGHTER) 

         2               THE WITNESS:  IN CHICAGO THE SUN TIMES HAS BEEN THE 

         3    WEAKER OF THE TWO NEWSPAPERS THERE FOR DECADES ACTUALLY.  

         4    HOLLINGER HAS JUST ANNOUNCED THAT IT'S FOR SALE.  I DON'T KNOW 

         5    THE EXACT CIRCUMSTANCES OF THE SALE, BUT HOLLINGER IS SELLING 

         6    BOTH THE SUN TIMES AND A WHOLE BUNCH OF OTHER NEWSPAPERS. 

         7               WASHINGTON IS AN INTERESTING CASE BECAUSE THE STAR 

         8    WAS THE LAST NEWSPAPER THAT COULD BE THOUGHT OF AS A COMMERCIAL 

         9    NEWSPAPER.  THE TIMES IS A VERY EFFECTIVE NEWSPAPER AND A 

        10    STRONG NEWSPAPER, BUT IT'S VERY HEAVILY SUBSIDIZED BY REVEREND 

        11    MOON AND HIS ORGANIZATION AND IT HAS BEEN.  I THINK THE NEWS 

        12    PRESS RELEASES HAVE INDICATED A CUMULATIVE SUBSIDY ON THE ORDER 

        13    OF A VERY LARGE NUMBER. 

        14               BOSTON I HAVE NO PARTICULAR INFORMATION ABOUT AND 

        15    DENVER HAS -- DENVER HAS BEEN A VERY RAPIDLY-GROWING MARKET, 

        16    AND THAT'S HELPED KEEP COMPETITION GOING THERE AS LONG AS IT 

        17    DID.  THAT'S FOR DECADES BEEN A BACK-AND-FORTH MARKET.  FIRST 

        18    ONE IS IN THE LEAD, THEN THE OTHER.  AND APPARENTLY NOW THEY'VE 

        19    DECIDED THAT ONE OF THEM IS DEFINITELY A LOSER. 

        20    BY MR. CONNELL: 

        21    Q.   IN OTHER WORDS, AN APPLICATION FOR APPROVAL OF A JOA 

        22    REQUIRES THAT ONE OF THE PAPERS SHOW THAT IT'S A FAILING 

        23    NEWSPAPER? 

        24    A.   THAT'S CORRECT. 

        25               MR. CONNELL:  YOUR HONOR, MAY I ALSO MENTION ON THE 


                                                                         1641
                                 ROSSE - DIRECT / CONNELL 


         1    SUBJECT OF INFORMATION ABOUT JOA'S, I'M TOLD THAT IN EVIDENCE 

         2    IN THIS CASE IS HEARST 959, A LETTER THAT -- OF WHICH I HAPPEN 

         3    TO BE THE AUTHOR SENT TO THE ANTITRUST DIVISION ON 

         4    SEPTEMBER 23, 1999.  AND I WANTED TO ADVISE THE COURT OF THE 

         5    FACT THAT IT'S THERE FOR WHATEVER VALUE YOUR HONOR ATTACHES TO 

         6    IT. 

         7               THE COURT:  I BELIEVE I'VE SEEN IT.  NINE FIVE? 

         8               MR. CONNELL:  959, YOUR HONOR. 

         9               THE COURT:  YES, I HAVE SEEN THIS. 

        10    BY MR. CONNELL: 

        11    Q.   DR. ROSSE, YOU'D ALREADY TESTIFIED THAT YOU'VE GIVEN 

        12    TESTIMONY IN THIS COURT IN AN EARLIER CASE SOME YEARS AGO 

        13    DURING WHICH YOU CONCLUDED THAT THE SAN FRANCISCO EXAMINER WAS 

        14    A FAILING COMPANY AT THE TIME IT ENTERED INTO A JOA IN 1965; IS 

        15    THAT CORRECT? 

        16    A.   THAT'S CORRECT. 

        17    Q.   DO YOU HAVE AN OPINION AS TO WHETHER OR NOT TODAY, 

        18    OPERATED INSIDE THE JOA, THE SAN FRANCISCO EXAMINER IS A 

        19    FAILING NEWSPAPER? 

        20    A.   YES, I DO. 

        21    Q.   AND WHAT'S YOUR OPINION? 

        22    A.   MY OPINION IS THAT IT IS A FAILING NEWSPAPER INSIDE OF THE 

        23    JOA. 

        24    Q.   I'M GOING TO INVITE YOUR ATTENTION TO EXHIBIT 1158, WHICH 

        25    HAS BEEN UP ON THE SCREEN. 


                                                                         1642
                                 ROSSE - DIRECT / CONNELL 


         1               DR. ROSSE, DO YOU RECOGNIZE THAT AS A SUMMARY TABLE 

         2    TAKEN FROM A STUDY THAT YOU DID JOINTLY WITH DR. MC ANNENY? 

         3    A.   YES, I DO. 

         4    Q.   AND COULD YOU EXPLAIN TO THE COURT THE STUDY, WHAT IT 

         5    MEANS, HOW IT WAS DONE AND WHAT THE SIGNIFICANCE IS OF THE 

         6    CONCLUSION? 

         7    A.   YES.  THIS WAS A STUDY CARRIED OUT BY DR. MC ANNENY AND I 

         8    IN WHICH WE WANTED TO INVESTIGATE THE EXTENT TO WHICH THE 

         9    CHRONICLE WAS A NET CONTRIBUTOR TO THE OVERALL PROFITABILITY OF 

        10    THE JOINT OPERATING ARRANGEMENT OF THE JOA. 

        11               IN ORDER TO CARRY OUT THAT KIND OF AN INCREMENTAL 

        12    STUDY -- 

        13    Q.   YOU MEAN THE EXAMINER? 

        14    A.   I'M SORRY, THE EXAMINER, YES.  MY APOLOGIES. 

        15    Q.   YES. 

        16    A.   IN ORDER TO CARRY OUT THAT STUDY, WE TOOK -- MADE USE OF 

        17    DATA OPERATING RESULTS FOR THE YEAR 1999 FOR THE COMBINED 

        18    CHRONICLE AND EXAMINER, THE TOTAL JOA OPERATION AS IT EXISTED.  

        19    THAT DATA WAS ACTUAL NUMBERS THROUGH, I BELIEVE, THE FIRST 10 

        20    MONTHS AND THEN PRO FORMAS FOR THE BALANCE OF THE YEAR, BUT IT 

        21    WAS ALMOST A YEAR, CLOSE ENOUGH TO THE ACTUALS THAT WE WERE 

        22    QUITE COMFORTABLE WITH THAT. 

        23               AND SO THE FIRST COLUMN OF THIS SHOWS TOTAL REVENUES 

        24    AT 437 MILLION, TOTAL AGENCY EXPENSES AT 324, TOTAL NON-AGENCY 

        25    EXPENSES OF 83 FOR A BEFORE -- COMBINED BEFORE-TAX PROFIT FOR 


                                                                         1643
                                 ROSSE - DIRECT / CONNELL 


         1    BOTH ENTERPRISES, THAT IS BOTH THE EXAMINER AND CHRONICLE, OF 

         2    JUST SHORT OF $30 MILLION. 

         3               THEN WE IMAGINED -- CARRIED OUT THE EXERCISE, THE 

         4    LOGICAL EXERCISE, OF ASKING WHAT IT WOULD HAVE COST TO HAVE 

         5    PRODUCED THE CHRONICLE ONLY ON THE ASSUMPTION THAT THE EXAMINER 

         6    HAD BEEN CLOSED THROUGHOUT THE ENTIRE YEAR. 

         7               WE CARRIED THAT OUT UNDER TWO ASSUMPTIONS.  ONE WAS 

         8    AN ASSUMPTION THAT 40,000 OF THE EXAMINER'S CIRCULATION WOULD 

         9    BE SWITCHED TO THE CHRONICLE AND THE SECOND ASSUMPTION WAS THAT 

        10    20,000 WOULD BE SWITCHED. 

        11               MY OWN VIEW IS THAT THE 40,000 NUMBER IS THE MORE 

        12    REALISTIC NUMBER.  THE 20,000 IS A TEST TO SEE WHETHER OR NOT 

        13    IT STILL WORKS.  AND, IN FACT, WE CARRIED IT OUT WITH ZERO 

        14    SWITCH AND GOT EXACTLY THE SAME KINDS OF RESULTS, BUT THAT'S SO 

        15    FAR OUT OF REASONABLENESS TO MAKE IT IRRELEVANT.   

        16               WE LOOKED AT WHAT THE CHRONICLE ONLY WOULD HAVE 

        17    BEEN, AND IN ORDER TO DO THAT WE PRICED THE ADVERTISING IN THE 

        18    NEW -- IN THE SINGLE CHRONICLE HOLDING THE COST PER THOUSAND OF 

        19    CIRCULATION FIXED.  AND SINCE THAT WOULD HAVE BEEN LESS 

        20    CIRCULATION THAN THE COMBINED OPERATING BEFORE, THAT MEANT THAT 

        21    WE WERE IN EFFECT ASSUMING A REDUCTION IN ADVERTISING PRICES.   

        22               I DON'T HAPPEN TO BELIEVE THAT THAT WOULD -- THAT IS 

        23    WHAT ACTUALLY WOULD HAVE HAPPENED, BUT WE THOUGHT THAT WAS THE 

        24    MORE CONSERVATIVE ASSUMPTION TO MAKE. 

        25               WE ALSO, OF COURSE, COULD NET OUT THE CIRCULATION 


                                                                         1644
                                 ROSSE - DIRECT / CONNELL 


         1    REVENUE OF THE EXAMINER, AND THAT LEFT THE EXAMINER -- I MEAN, 

         2    THE CHRONICLE PUBLISHING BY ITSELF WITH A TOTAL REVENUE OF 

         3    411 MILLION. 

         4               WE THEN WENT THROUGH THE ACCOUNTS OF THE AGENCY AND 

         5    SEPARATED OUT THE OPERATING COSTS OF PRODUCING THE EXAMINER, 

         6    INCLUDING THE -- ALL COMPONENTS THAT WE COULD IDENTIFY, AND WE 

         7    DID THAT BY IDENTIFYING POSITIONS, WORK POSITIONS, WITHIN THE 

         8    ORGANIZATION THAT WOULD NOT BE NEEDED IF YOU WERE GOING TO 

         9    PRODUCE ONLY THE EXAMINER -- I MEAN, ONLY THE CHRONICLE.  

        10    SORRY.   

        11               AND SO WE WENT THROUGH THE ENTIRE SET OF ACCOUNTS 

        12    WITH THE HELP OF MR. FALK AND SOME OF HIS ASSISTANTS, AND WE 

        13    CAME UP WITH A NUMBER THAT SAID THAT THE EXPENSES FOR THIS 

        14    CHRONICLE-ONLY OPERATION WOULD HAVE BEEN 294 MILLION. 

        15               THAT LEFT -- THEN WE LOOKED AT THE NON-AGENCY 

        16    EXPENSES.  NON-AGENCY EXPENSES, OF COURSE, WOULD HAVE BEEN A 

        17    LARGER BILL FOR EDITORIAL FOR THE CHRONICLE SINCE IT WAS TAKING 

        18    OVER A LARGER BURDEN.  HOWEVER, THE EXAMINER EDITORIAL WOULD 

        19    HAVE DISAPPEARED. 

        20               THE OTHER -- THE CAPITAL COSTS, FOR INSTANCE, WERE 

        21    CARRIED IN; THAT IS, YOU STILL HAD TO DEPRECIATE, CARRY THE 

        22    DEPRECIATION OF THE CAPITAL.   

        23               WE ELIMINATED THE MANAGEMENT COSTS THAT THE EXAMINER 

        24    HAD FOR MANAGING ITS OWN OPERATION, OTHERWISE WE INCLUDED ALL 

        25    OF THE CHRONICLE EXPENSES PLUS THE ONES I'VE JUST IDENTIFIED.  


                                                                         1645
                                 ROSSE - DIRECT / CONNELL 


         1    AND THAT CAME TO A NON-AGENCY EXPENSE TOTAL OF 65 MILLION. 

         2               THAT ENDED UP GIVING A BEFORE-TAX PROFIT, I BELIEVE 

         3    CONSERVATIVELY STATED, OF 51 MILLION, ALMOST 52 MILLION. 

         4               IF YOU SUBTRACT COLUMN TWO FROM COLUMN ONE, YOU GET 

         5    THE INCREMENTAL EFFECT OF DROPPING THE EXAMINER.  AND THAT 

         6    LITTLE NUMBER THERE SPEAKS FOR ITSELF.  YOU SEE A DECLINE IN 

         7    REVENUE.  YOU SEE A LARGER DECLINE IN AGENCY EXPENSES.  YOU SEE 

         8    A SIGNIFICANT DECLINE IN NON-AGENCY EXPENSES.   

         9               THE RESULT IS, WHEN YOU ADD THOSE ALL UP, IS A 

        10    POSITIVE NUMBER; THAT IS, THE BEFORE-TAX PROFIT WOULD GO UP BY 

        11    20 -- ALMOST $22 MILLION AS A RESULT OF NOT HAVING PRODUCED THE 

        12    EXAMINER. 

        13               THIS IS -- THIS CONFORMS TO WHAT AN ECONOMIST WOULD 

        14    THINK OF AS AN INCREMENTAL ANALYSIS, AND THAT'S THE REASON WE 

        15    CALLED IT THAT. 

        16               WE ALSO -- I WON'T REPEAT THE NUMBERS, BUT WE DID 

        17    THE SAME EXERCISE, AS I SAID, FOR 20,000 OF THE EXAMINER 

        18    CIRCULATION MOVING TO THE CHRONICLE AND WE GOT A 

        19    17 MILLION-DOLLAR SWING IN PROFITABILITY. 

        20    Q.   WITH THAT ANALYSIS IN MIND, IF THE EXAMINER AND THE 

        21    CHRONICLE WERE BOTH PUBLISHED BY A SINGLE OWNER, WHAT WOULD IT 

        22    TELL THAT OWNER TO DO? 

        23    A.   IT WOULD TELL HIM THAT HE WAS BEHIND THE BALL.  HE SHOULD 

        24    HAVE CLOSED IT SOME TIME AGO. 

        25    Q.   DID YOU ALSO -- HAVE YOU ALSO EXAMINED THE QUESTION OF THE 


                                                                         1646
                                 ROSSE - DIRECT / CONNELL 


         1    RESULTS IF THE EXAMINER WERE OPERATING OUTSIDE THE JOA AS A 

         2    FULLY, SEPARATE, INDEPENDENT, COMPETING NEWSPAPER? 

         3    A.   YES, IN TWO WAYS.  ONE OF THEM I DIDN'T ACTUALLY DO 

         4    MYSELF.  IT WAS DONE BY MR. MC ANNENY, DR. MC ANNENY, AND 

         5    APPEARED IN HIS -- IN THE ANALYSIS THAT HE PROPOSED. 

         6    Q.   IF WE COULD LOOK AT HEARST 1157. 

         7               AND IS THIS THE ANALYSIS TO WHICH YOU HAD REFERENCE? 

         8    A.   YES.  THIS IS A SUMMARY OF THE MATERIAL THAT'S IN THE 

         9    LARGER DOCUMENT. 

        10    Q.   AND THIS IS IN THE LONGER REPORT THAT --  

        11               MR. CONNELL:  WELL, I GOT THE NUMBER ON THAT ONE 

        12    WRONG BEFORE, JUDGE.  I DON'T WANT TO TRY AGAIN. 

        13               MR. HALLING:  H-900. 

        14               MR. CONNELL:  I'M SORRY? 

        15               MR. HALLING:  900. 

        16               MR. CONNELL:  H-900.  IT'S PART OF 900.  THAT 

        17    SUMMARY THERE IS PART OF 900. 

        18               THE COURT:  THANK YOU. 

        19    BY MR. CONNELL: 

        20    Q.   AND JUST EXPLAIN HOW THE ANALYSIS WAS DONE. 

        21    A.   DR. MC ANNENY AND HIS ASSISTANTS WENT THROUGH THE EXERCISE 

        22    OF TRYING TO COST OUT WHAT IT WOULD COST TO RUN -- TO RUN THE 

        23    EXAMINER AS A SEPARATE FREE-STANDING ENTITY TAKING INTO ACCOUNT 

        24    THE PRODUCTION COSTS AND ALL OF THE OTHER COSTS THAT WERE 

        25    ASSOCIATED, AGAIN WITH THE HELP OF MR. FALK AND HIS OFFICE. 


                                                                         1647
                                 ROSSE - DIRECT / CONNELL 


         1               AND THEY CALCULATED THE REVENUES ON, I THINK, PRETTY 

         2    GENEROUS TERMS.  THEY ACTUALLY ASSIGNED REVENUE ON THE BASIS 

         3    THAT I THOUGHT WAS PRETTY GENEROUS.   

         4               AND WHEN THEY GOT ALL DONE, THEY GOT THE RESULTS 

         5    HERE THAT SHOW THE FREE-STANDING EXAMINER WOULD BE LOSING ABOUT 

         6    $33 MILLION A YEAR; WHEREAS, THE FREE-STANDING CHRONICLE WOULD 

         7    STILL BE SIGNIFICANTLY PROFITABLE. 

         8    Q.   DR. ROSSE, YOU WERE IN COURT YESTERDAY DURING THE 

         9    EXAMINATION OF MR. WEAVER; CORRECT? 

        10    A.   UH-HUH.  YES, I WAS. 

        11    Q.   AND YOU SAW -- I DON'T KNOW IF IT'S STILL UP ON THE EASEL 

        12    OR NOT. 

        13                        (PAUSE IN PROCEEDINGS.) 

        14    BY MR. CONNELL: 

        15    Q.   IT IS.  YOU SAW A RECAP OF WHAT MR. REILLY'S EXPERTS HAD 

        16    CONCLUDED RELATIVE TO THE RESULTS OF OPERATING THE EXAMINER IN 

        17    FULL COMPETITION WITH THE CHRONICLE. 

        18               AND IF YOU JUST TAKE A LOOK AT THOSE, I RECOGNIZE 

        19    THAT THE NUMBERS ARE -- YOU KNOW, THERE'S DIFFERENT NUMBERS 

        20    THERE, BUT DO YOU REGARD THOSE RESULTS AS CONSISTENT WITH THE 

        21    RESULTS THAT DR. MC ANNENY REACHED? 

        22    A.   YES, APPROXIMATELY.  I THINK ONE OF THE WEAKNESSES OF 

        23    DR. MC ANNENY'S STUDY IS THAT HE HAS NOT CREATED AN EXAMINER 

        24    THAT'S LARGE ENOUGH TO COMPETE SUCCESSFULLY OVER THE LONG HAUL 

        25    WITH THE CHRONICLE, IF THAT'S POSSIBLE.  I'M NOT SURE IT'S 


                                                                         1648
                                 ROSSE - DIRECT / CONNELL 


         1    POSSIBLE TO DO SO. 

         2               BUT AS A RESULT, HE'S SHOWN A LOWER COST OPERATION 

         3    THAN SOME OF THESE PEOPLE HAD IN MIND, SO THESE PEOPLE HAD IN 

         4    MIND A MUCH LARGER OPERATION. 

         5    Q.   OKAY.  DR. ROSSE, IS THE TERM "DOWNWARD SPIRAL" ONE THAT'S 

         6    FAIRLY WELL KNOWN IN THE FIELD IN WHICH YOU OCCUPY? 

         7    A.   YES, IT IS. 

         8    Q.   WHAT DOES IT MEAN AND WHAT'S IT ALL ABOUT? 

         9    A.   WELL, IT'S A -- IT'S SOMETHING THAT COMES OUT OF THE 

        10    RATHER UNIQUE ECONOMICS OF NEWSPAPER FIRMS THAT HAS CAUGHT THE 

        11    FANCY OF HEADLINE WRITERS AND LAWYERS. 

        12               THE COURT:  I NOTICE YOU LINK THE TWO. 

        13                              (LAUGHTER) 

        14               THE WITNESS:  I'VE SOMETIMES BEEN CHARGED WITH BEING 

        15    THE AUTHOR OF IT.  IN FACT, I AM NOT.  HOWEVER, I'M THE 

        16    PERSON -- 

        17    BY MR. CONNELL: 

        18    Q.   WHO IS? 

        19    A.   I THINK ACTUALLY JUDGE RENFREW PRETTY MUCH.  AT LEAST 

        20    THAT'S WHERE I FIRST -- THE FIRST TIME I EVER HEARD IT WAS FROM 

        21    HIS MOUTH. 

        22    Q.   WHAT IS THE DOWNWARD SPIRAL IN THE NEWSPAPER BUSINESS? 

        23    A.   DOWNWARD SPIRAL -- DOWNWARD SPIRAL RECOGNIZES THE FACT 

        24    THAT AN EQUILIBRIUM AMONG COMPETING NEWSPAPERS CAN BE QUITE 

        25    UNSTABLE.  I'VE ALREADY TOLD YOU THAT IT'S VERY DIFFICULT FOR 


                                                                         1649
                                 ROSSE - DIRECT / CONNELL 


         1    TWO NEWSPAPERS TO COMPETE FOR THE SAME MARKET; THAT IS, IF 

         2    THEY'RE PRODUCING VERY CLOSELY SUBSTITUTABLE PRODUCTS, THE 

         3    ECONOMIES OF SCALE MAKE IT VERY DIFFICULT FOR THAT MARKET TO 

         4    SURVIVE -- FOR THAT COMPETITION TO SURVIVE. 

         5               HOWEVER, IF THEY'RE ABOUT THE SAME SIZE SO THEY BOTH 

         6    HAVE ABOUT THE SAME COSTS AND UNDER OTHER MARKET CIRCUMSTANCES, 

         7    THEY CAN IN FACT BOTH CONTINUE TO SURVIVE IN AN EQUILIBRIUM IN 

         8    THE SENSE THAT THEY'RE BOTH MAKING ENOUGH MONEY TO STAY. 

         9               THE PROBLEM ARISES IF ONE GETS TO BE SMALLER THAN 

        10    THE OTHER FOR WHATEVER REASON.  BECAUSE OF BAD BUSINESS 

        11    JUDGMENTS, BECAUSE OF A STRIKE, BECAUSE OF CHANGING MARKET 

        12    CIRCUMSTANCES, FOR WHATEVER REASONS ONE OF THEM STARTS TO SLIP 

        13    BEHIND THE OTHER ONE, THEN THE FORCES OF DOWNWARD SPIRAL TAKE 

        14    PLACE. 

        15               THE MARKET -- THE EQUILIBRIUM IS NOT A STABLE ONE.  

        16    AND THE REASON THAT IT'S NOT STABLE IS BECAUSE, AS YOU LOSE 

        17    ADVERTISING -- AS YOU LOSE CIRCULATION, YOU'LL LOSE 

        18    ADVERTISING.  AND SINCE READERS VALUE ADVERTISING ALMOST AS 

        19    MUCH AS THEY DO NEWS ACTUALLY, WHEN YOU LOSE ADVERTISING, YOU 

        20    TEND TO LOSE MORE CIRCULATION.  IF YOU LOSE MORE CIRCULATION, 

        21    YOU LOSE MORE ADVERTISING, AND SO FORTH.   

        22               THAT'S AN INTERACTIVE PROCESS THAT SOMETIMES HAPPENS 

        23    PRETTY FAST.  I'VE SEEN RECORDS OF CASES WHERE IT HAPPENED 

        24    WITHIN A MATTER OF MONTHS OR A YEAR.  IN OTHER CASES IT TAKES A 

        25    LONG TIME BECAUSE THE TWO NEWSPAPERS ARE PRETTY EVENLY MATCHED. 


                                                                         1650
                                 ROSSE - DIRECT / CONNELL 


         1               BUT THE POINT OF IT IS THAT EQUILIBRIA IN NEWSPAPER 

         2    MARKETS ARE QUITE UNSTABLE AND THAT IF YOU GET PUSHED AWAY FROM 

         3    AN EQUILIBRIUM, IT'S VERY HARD FOR THE LOSER IN SUCH AN 

         4    EXERCISE TO REGAIN THE POSITION OF EQUALITY IN THE MARKETPLACE. 

         5               HISTORICALLY IN MIDDLE- TO LARGE-SIZE MARKETS ONCE 

         6    THE NEWSPAPER GETS BELOW ABOUT 40 PERCENT SHARE OF CIRCULATION, 

         7    CERTAINLY DOWN INTO THE 30'S, WHY, IT'S BEYOND THE POINT WHERE 

         8    IT'S USUALLY ABLE TO COME BACK.  AT THAT POINT THE FORCES OF 

         9    THE DOWNWARD SPIRAL USUALLY ARE ENOUGH TO DRIVE IT OUT OF 

        10    BUSINESS ULTIMATELY OR ELSE INTO A JOA OR INTO OTHER SOLUTIONS, 

        11    OTHER PROBLEMS. 

        12    Q.   AND THAT'S WHAT LED TO THE STATISTICS WE'VE SEEN ABOUT THE 

        13    DECLINE IN COMPETITIVE CITIES WITH COMPETING NEWSPAPERS, AT 

        14    LEAST IN PART? 

        15    A.   IN MOST OF THOSE CASES A DOWNWARD SPIRAL TOOK PLACE IN ONE 

        16    FORM OR ANOTHER.  IT'S -- THAT'S JUST THE WAY NEWSPAPERS FAIL.  

        17    THEY FAIL VERY RAPIDLY.   

        18               AND, IN FACT, THAT WAS AN ARGUMENT THAT WAS USED TO 

        19    JUSTIFY THE NEWSPAPER PRESERVATION ACT.  PEOPLE OBSERVED THAT 

        20    NEWSPAPERS FAILED FAIRLY RAPIDLY, AND SO THOSE WHO ADVOCATED 

        21    THAT ACT, ADVOCATED -- SAID WE NEEDED AN EXCEPTION ON THE 

        22    FAILING NEWSPAPER -- ON THE FAILING BUSINESS DOCTRINE TO PERMIT 

        23    NEWSPAPERS TO ACT MORE QUICKLY IN ORDER TO KEEP FROM FALLING 

        24    INTO THE CLUTCHES OF THE DOWNWARD SPIRAL. 

        25    Q.   ALL RIGHT, SIR.  IF THE EXAMINER WERE TO -- SOMEONE WERE 


                                                                         1651
                                 ROSSE - DIRECT / CONNELL 


         1    TO UNDERTAKE TO PUBLISH THE EXAMINER AS A METROPOLITAN DAILY 

         2    NEWSPAPER IN FULL COMPETITION WITH THE CHRONICLE, WOULD THE 

         3    DOWNWARD SPIRAL KICK IN? 

         4    A.   WELL, THE FORCES OF THE DOWNWARD SPIRAL ARE THERE.  IF THE 

         5    EXAMINER WERE TO BECOME A FULLY-COMPETITIVE NEWSPAPER FACING 

         6    DIRECTLY THE CHRONICLE, IF IT WERE OF SIMILAR SIZE, IT COULD 

         7    PERHAPS SURVIVE, ALTHOUGH MOST LIKELY IN THAT CIRCUMSTANCE BOTH 

         8    OF THEM WOULD BE LOSING MONEY.  WHETHER THAT'S AN EQUILIBRIUM 

         9    OR NOT IS HARD TO SAY.  THAT'S A PRETTY FARFETCHED CIRCUMSTANCE 

        10    AND ONE CAN ONLY CONSTRUCT THE IMAGINATION. 

        11               MORE THAN LIKELY, IF THE EXAMINER WERE TO BE A PAPER 

        12    OF ABOUT THE SAME SIZE AS IT IS NOW, MORE OR LESS, AND ATTEMPT 

        13    TO DO A JOB OF COMPETING FACE TO FACE DIRECTLY AS A 

        14    METROPOLITAN MORNING NEWSPAPER AGAINST THE CHRONICLE, IT WOULD 

        15    BE VERY SEVERELY HANDICAPPED BY ITS MUCH SMALLER SIZE ON THE 

        16    ONE HAND.   

        17               ON THE OTHER HAND, THE EFFECTS OF THE DOWNWARD 

        18    SPIRAL WOULD BE PRESENT IN THE SENSE THAT WHENEVER -- WHATEVER 

        19    MISTAKES WERE MADE OR WHENEVER THAT POSITION WAS DISTURBED AT 

        20    ALL, THEY WOULD BE PUSHED NOT IN THE DIRECTION OF BECOMING MORE 

        21    EQUAL BUT BE IN THE DIRECTION OF BEING LESS EQUAL, PUSHING THEM 

        22    AWAY FROM BEING EQUAL COMPETITORS. 

        23    Q.   LET ME SHOW YOU EXHIBIT H-1160, WHICH PORTRAYS FROM 1990 

        24    TO 1999 THE EXAMINER NET PAID CIRCULATION. 

        25               DR. ROSSE, IS THAT A SURPRISING DECLINE IN THE 


                                                                         1652
                                 ROSSE - DIRECT / CONNELL 


         1    CIRCULATION FOR AN EVENING NEWSPAPER OVER THAT PERIOD OF TIME? 

         2    A.   NO. 

         3    Q.   WOULD YOU EXPECT -- WHAT WOULD YOU EXPECT TO HAPPEN TO 

         4    THAT LINE THAT CURRENTLY ENDS IN 1999 AS WE GO ON NEXT YEAR, 

         5    THE YEAR AFTER? 

         6    A.   UNDER WHAT ASSUMPTIONS? 

         7    Q.   UNDER THE ASSUMPTIONS -- I'M SORRY.  THAT'S A VERY GOOD 

         8    QUESTION. 

         9                              (LAUGHTER) 

        10    Q.   BETTER THAN MINE. 

        11               UNDER THE ASSUMPTION THAT IT'S OPERATING INSIDE THE 

        12    JOA. 

        13    A.   IT'S GOING TO CONTINUE TO DECLINE.  EVENING MARKETS SIMPLY 

        14    ARE NOT ECONOMIC; AND EVEN THOUGH IT'S APPARENT THAT A FAIR 

        15    AMOUNT OF MONEY HAS BEEN THROWN AT THIS MARKET IN AN ATTEMPT TO 

        16    KEEP THE PAPER STRONG, IT'S NOT GOING TO CONTINUE TO DRAW THE 

        17    KIND OF ADVERTISING OR READERSHIP THAT WILL MAKE IT A STRONG 

        18    PAPER.  IT'S GOING TO LOSE MORE CIRCULATION. 

        19    Q.   DR. ROSSE, FROM YOUR PERSPECTIVE AS AN ECONOMIST, LET'S 

        20    ASSUME THAT THE TWO CHOICES AVAILABLE WERE TO CONTINUE -- WELL, 

        21    BEFORE I ASK YOU THAT QUESTION, LET ME ASK YOU A DIFFERENT ONE. 

        22               LET'S ASSUME HYPOTHETICALLY THAT THE JOA HAS TO 

        23    CONTINUE UNTIL 2005.  THERE'S NO WAY OUT.  IT'S GOING TO GO ON.  

        24    THE TWO PARTIES THAT ARE IN IT ARE GOING TO HAVE TO CONTINUE TO 

        25    PUBLISH THE CHRONICLE AND THE EXAMINER INSIDE THE JOA AND 


                                                                         1653
                                 ROSSE - DIRECT / CONNELL 


         1    EVERYBODY KNOWS THAT 2005 IS THE END OF THE JOA. 

         2               AS YOU GET CLOSER, AS YOU NEAR 2005, WHAT'S GOING TO 

         3    HAPPEN TO THE EXAMINER AS FAR AS ITS EMPLOYEES ARE CONCERNED 

         4    OR -- 

         5    A.   WELL, IT WILL FIND IT HARDER AND HARDER TO HOLD ON TO 

         6    PEOPLE AND PEOPLE WILL BEGIN TO THINK ABOUT ALTERNATIVES FOR 

         7    READERSHIP.  THE ADVERTISERS WON'T BE MUCH AFFECTED SINCE I 

         8    DON'T THINK THEY PAY MUCH ATTENTION, ALL THAT MUCH ATTENTION TO 

         9    WHETHER THEIR ADVERTISEMENTS ARE IN THE EXAMINER NOW OR NOT, 

        10    AND I THINK THEY'RE MAINLY BUYING SPACE IN THE CHRONICLE. 

        11               SO I WOULD THINK THAT IT WOULD BE HARDER AND HARDER 

        12    TO MAINTAIN THE QUALITY OF THAT PRODUCT AS THAT TIME COMES ON 

        13    BECAUSE YOU SIMPLY WON'T BE ABLE TO KEEP THE PEOPLE IN PLACE TO 

        14    PRODUCE A GOOD PRODUCT. 

        15    Q.   YOU SAID IN THE COURSE OF THAT ANSWER THAT YOU THOUGHT 

        16    THAT CURRENTLY ADVERTISERS ARE REALLY BUYING THE CIRCULATION OF 

        17    THE CHRONICLE.  WHY DO YOU SAY THAT? 

        18    A.   BECAUSE THAT'S WHERE THE STRONG, UNDUPLICATED ADVERTISING 

        19    IS.  THE FACT THAT THEY GET EXAMINER ADVERTISING, WHICH 

        20    DUPLICATES TO A LARGE EXTENT THE MORNING NEWSPAPER, IT'S JUST 

        21    KIND OF A BONUS.   

        22               THE EXAMINER IS STRONGER IN THE INNER CITY MARKET; 

        23    THAT IS, YOU KNOW, CLOSER IN.  SO IF THEY WANTED TO BUY JUST 

        24    THE EXAMINER, THEY COULD, AND GET A SLIGHTLY SMALLER MARKET AT 

        25    SOMEWHAT LESS COST, BUT THEY CHOOSE NOT TO DO THAT.  THAT TELLS 


                                                                         1654
                                 ROSSE - DIRECT / CONNELL 


         1    ME THAT MOST OF THE ADVERTISERS IN THE CHRONICLE AT THIS STAGE 

         2    ARE INTERESTED IN THE MARKET AS A WHOLE, AND THAT'S THE MARKET 

         3    THAT THE CHRONICLE SERVES BEST. 

         4    Q.   LET ME GO BACK TO THE QUESTION THAT I STARTED TO ASK YOU.  

         5    ASSUME THAT THERE ARE TWO OPTIONS.  ONE IS TO CONTINUE THE 

         6    CURRENT OPERATION OF THE TWO PAPERS WITHIN THE JOINT OPERATING 

         7    ARRANGEMENT AND THE OTHER IS TO SHUT THE EXAMINER DOWN.   

         8               FROM YOUR POINT OF VIEW AS AN ECONOMIST, WHAT'S THE 

         9    APPROPRIATE THING TO DO? 

        10    A.   SPEAKING NOW IN TERMS OF POLICY OR WHAT ECONOMISTS WOULD 

        11    CALL NORMATIVE ANALYSIS, IT'S CLEAR IN MY MIND THAT IT WOULD BE 

        12    FAR BETTER THAT EVERYONE, THAT IS -- I DON'T MEAN EVERYONE, BUT 

        13    CERTAINLY SOCIETY OR THE PEOPLE IN SAN FRANCISCO WOULD BE 

        14    BETTER OFF IF THE EXAMINER WERE CLOSED DOWN.  THAT WOULD LEAVE 

        15    THE CHRONICLE AS THE LEADING AND DOMINANT PAPER IN THIS 

        16    MARKETPLACE BUT IT WOULD LEAVE IT IN A MUCH STRONGER POSITION, 

        17    A POSITION WHERE IT CAN DO A BETTER JOB OF PROVIDING NEWS AND 

        18    INFORMATION AND ENTERTAINMENT TO THIS MARKETPLACE; AND, MORE 

        19    IMPORTANTLY, PROVIDING COMPETITIVE LEADERSHIP IN THIS COMMUNITY 

        20    VIS-A-VIS THE OTHER MEDIA THAT ARE ENCROACHING ON SAN 

        21    FRANCISCO. 

        22               I THINK SAN FRANCISCO HAS BEEN UNDERNEWSPAPERED FOR 

        23    SOME TIME.  I DON'T THINK IT HAS AS STRONG A NEWSPAPER AS IT 

        24    SHOULD HAVE, AND I THINK FRANKLY THE JOA HAS BEEN AT FAULT.  

        25    THE JOA IS OUTDATED AND SHOULD BY ONE MEANS OR ANOTHER BE 


                                                                         1655
                                 ROSSE - DIRECT / CONNELL 


         1    CONVERTED INTO A SINGLE, STRONG DAILY NEWSPAPER THAT CAN DO A 

         2    MUCH BETTER JOB FOR SAN FRANCISCO THAN THE TWO VOICES NOW. 

         3               I SOMETIMES FEEL LIKE DARTH VADER, THE DARTH VADER 

         4    OF DAILY NEWSPAPERS, BECAUSE I'M SO OFTEN CALLED UPON TO 

         5    PREDICT THE DEMISE OF ONE NEWSPAPER OR ANOTHER. 

         6               THE TRUTH OF THE MATTER IS THE CAUSE OF THIS OUGHT 

         7    TO BE A CAUSE FOR CELEBRATION, AND THE CAUSE OF IT ALL IS 

         8    ENORMOUS GROWTH OF MEDIA CHOICE THAT'S AVAILABLE TO ALL OF US, 

         9    TO US AS CONSUMERS, AS READERS, AS VIEWERS, AND TO ADVERTISERS.  

        10    THAT'S WHAT'S CAUSING THE DEMISE OF THE EXAMINER.  IT'S NOT 

        11    ANYTHING OTHER THAN THAT. 

        12               WE NOW HAVE MUCH MORE CHOICE, AND GIVEN THAT CHOICE 

        13    WE MAKE OTHER CHOICES.  AND IF THIS MARKET IS GOING TO WORK 

        14    RIGHT, WE SHOULD LET PEOPLE MAKE THOSE CHOICES IN A WAY THAT 

        15    WILL BEST SERVE THEIR INTERESTS AND THE COMMUNITY'S INTEREST AT 

        16    LARGE. 

        17    Q.   YOU'RE AWARE THAT HEARST HAS AGREED TO TRANSFER THE 

        18    EXAMINER TO THE FANG FAMILY TOGETHER WITH A SUBSIDY OVER A 

        19    PERIOD OF THREE YEARS OF $66 MILLION; CORRECT? 

        20    A.   YES, I AM. 

        21    Q.   ASSUME THAT HAPPENS, ASSUME THAT HEARST BUYS THE CHRONICLE 

        22    AND EXIN LLC TAKES POSSESSION OF THE EXAMINER AND THE 

        23    66 MILLION-DOLLAR SUBSIDY. 

        24               AT THAT POINT IS, FROM YOUR POINT OF VIEW AS AN 

        25    ECONOMIST, IS THE COMPETITIVE SITUATION IN SAN FRANCISCO BETTER 


                                                                         1656
                                 ROSSE - DIRECT / CONNELL 


         1    OR WORSE? 

         2    A.   WELL, THERE WOULD BE MORE NEWSPAPER COMPETITION THAN THERE 

         3    WAS BEFORE, BECAUSE AT LEAST FOR THREE YEARS NOW THERE WILL BE 

         4    A DAILY NEWSPAPER THAT WILL PROVIDE AT LEAST SOME COMPETITION 

         5    FOR THE CHRONICLE. 

         6    Q.   AND UNDER THE JOA WAS THERE ANY COMMERCIAL COMPETITION 

         7    BETWEEN THEM -- 

         8    A.   THERE WAS NONE. 

         9    Q.   -- BETWEEN THE EXAMINER AND THE CHRONICLE? 

        10    A.   THERE WAS NONE.   

        11    Q.   DO YOU HAVE A VIEW AS TO THE LIKELY OUTCOME OF THE 

        12    EXAMINER UNDER THE OWNERSHIP OF EXIN LLC?  WELL, PERIOD.  

        13    THAT'S A QUESTION MARK THERE.  DO YOU HAVE AN OPINION ON THAT? 

        14    A.   YES, I DO. 

        15    Q.   WHAT IS IT? 

        16    A.   I THINK IT WILL NOT -- THE PRODUCT THAT'S PRODUCED WILL 

        17    NOT BE A FULL-BLOWN DAILY METROPOLITAN COMPETITOR FOR THE 

        18    CHRONICLE.  I THINK THE TESTIMONY THAT I'VE HEARD IN THIS 

        19    COURTROOM ALL IS CONSISTENT IN THAT.  I DON'T THINK ANYBODY 

        20    BELIEVES THAT. 

        21               WHETHER IT CAN FIND A NICHE TO SURVIVE I THINK 

        22    DEPENDS ON THE INGENUITY OF ITS MANAGERS AND ITS OWNERS.  I 

        23    THINK THAT IT'S MORE PROBABLE THAN NOT THAT THEY WILL HAVE 

        24    PROBLEM -- THAT THEY WON'T BE ABLE TO FIND THAT NICHE.  

        25    HOWEVER, I WOULDN'T RULE IT OUT ENTIRELY.   


                                                                         1657
                                   ROSSE - CROSS / ROSCH 


         1               I WOULD REMIND MYSELF AND OTHERS THAT A LOT OF US 

         2    PREDICTED THAT U.S.A. TODAY WOULD NEVER FIND A NICHE; AND, 

         3    GUESS WHAT?  THEY DID.  IT'S POSSIBLE.  IT'S POSSIBLE.  SO I 

         4    WOULDN'T RULE IT OUT ENTIRELY. 

         5               AS I VIEW MR. FANG'S OPERATION, IT SEEMS LIKE HE IS 

         6    A PRETTY INGENIOUS OPERATOR, AND SO IF ANYONE HAS A CHANCE AT 

         7    IT, IT'S PROBABLY AS LIKELY HIM AS ANYBODY. 

         8               MR. CONNELL:  THANK YOU, DR. ROSSE. 

         9               THE COURT:  VERY WELL, MR. ROSCH?  I ASSUME THIS 

        10    WILL BE A DIRECT EXAMINATION. 

        11               MR. ROSCH:  IT WILL, YOUR HONOR.  IT WILL BE VERY 

        12    BRIEF. 

        13                           CROSS-EXAMINATION 

        14    BY MR. ROSCH: 

        15    Q.   DR. ROSSE, YOU WERE IN THE COURTROOM WHEN DR. COMANOR 

        16    TESTIFIED; WERE YOU NOT? 

        17    A.   I WAS. 

        18    Q.   AND YOU HEARD HIM TELL THE COURT AT THAT TIME THAT, QUOTE, 

        19    "AN IMPORTANT ATTRIBUTE OF AN ECONOMIC MARKET IS THE RULE OF 

        20    ONE PRICE, THAT THE SINGLE PRICE EXISTS THROUGHOUT THE MARKET," 

        21    END QUOTE, AND HIS FURTHER TESTIMONY THAT, "IF A FIRM IS 

        22    SELLING THE SAME PRODUCT AT DIFFERENT PRICES, THAT'S AN 

        23    IMPORTANT INDICATION THAT THE FIRM IS SELLING INTO DIFFERENT 

        24    MARKETS"?  DO YOU REMEMBER HIM GIVING THAT TESTIMONY? 

        25    A.   YES, I DO. 


                                                                         1658
                                   ROSSE - CROSS / ROSCH 


         1    Q.   NOW, ARE YOU OVER 60 YEARS OF AGE?  I WOULDN'T ASK YOU 

         2    UNLESS I WERE MYSELF, BUT -- 

         3               THE COURT:  I BELIEVE HE SAID HE WAS 68. 

         4               THE WITNESS:  THAT'S CORRECT, I AM. 

         5    BY MR. ROSCH: 

         6    Q.   OKAY.  YOU ARE.  DO YOU GO TO THE MOVIES? 

         7    A.   OCCASIONALLY WHEN MY WIFE CAN DRAG ME. 

         8    Q.   OKAY.  DO YOU PAY THE SAME PRICE AT THE MOVIES THAT PEOPLE 

         9    UNDER 60 PAY? 

        10    A.   NO. 

        11    Q.   WHEN YOU WERE A KID, DID YOU PAY THE SAME PRICE AT THE 

        12    MOVIES THAT ADULTS DID? 

        13    A.   NO. 

        14    Q.   NOW, DOES THAT INDICATE TO YOU AS AN ECONOMIST THAT THE 

        15    MOVIE THEATER IS SELLING INTO THREE DIFFERENT MARKETS? 

        16    A.   NO. 

        17    Q.   WHAT DOES THAT TELL YOU ABOUT THE RULE OF ONE PRICE? 

        18    A.   I DON'T THINK -- I DON'T THINK THE RULE OF ONE PRICE HAS 

        19    MUCH MEANING. 

        20               MR. ROSCH:  THANK YOU, SIR. 

        21               THE COURT:  MR. BALABANIAN, ANY DIRECT EXAMINATION 

        22    OF THIS WITNESS? 

        23               MR. BALABANIAN:  NO QUESTIONS, YOUR HONOR. 

        24               THE COURT:  OR CROSS.   

        25               ALL RIGHT.  MR. SHULMAN? 


                                                                         1659
                                  ROSSE - CROSS / SHULMAN 


         1               THE COURT:  YOU MAY PROCEED. 

         2               MR. SHULMAN:  MAY IT PLEASE THE COURT. 

         3                           CROSS-EXAMINATION 

         4    BY MR. SHULMAN: 

         5    Q.   MR. ROSSE, YOU JUST SAID I DON'T THINK THE RULE OF ONE 

         6    PRICE HAS MUCH MEANING.  DO YOU REMEMBER THAT? 

         7    A.   YES, I DID SAY THAT. 

         8    Q.   OKAY.  IS THAT AS A GENERAL PRINCIPLE OF ECONOMICS YOU 

         9    DON'T THINK IT HAS MUCH MEANING? 

        10    A.   NO.  IN THE CONTEXT -- I SHOULD HAVE AMPLIFIED A BIT, 

        11    MR. SHULMAN.  IN THE CONTEXT PARTICULARLY OF DIFFERENTIATED 

        12    MARKETS OF THE KIND FACED BY MEDIA COMPANIES, I DON'T THINK IT 

        13    MAKES MUCH SENSE BECAUSE THAT SAYS THAT NO TWO PRODUCTS CAN 

        14    POSSIBLY BE SUBSTITUTED FOR ONE ANOTHER UNLESS THEY LOOK 

        15    EXACTLY ALIKE AND ARE PRICED EXACTLY THE SAME WAY, AND THAT'S 

        16    JUST PLAIN NOT SENSIBLE. 

        17               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

        18    

        19    

        20    

        21    

        22    

        23    

        24    

        25    


                                                                         1660
                                  ROSSE - CROSS / SHULMAN 


         1    BY MR. SHULMAN: 

         2    Q.   SO YOU ARE NOT SAYING THAT THE RULE OF ONE PRICE DOESN'T 

         3    MAKE MUCH SENSE AS AN ECONOMIC PRINCIPLE.  THAT'S NOT YOUR 

         4    TESTIMONY, RIGHT? 

         5    A.   THAT'S NOT MY TESTIMONY, NO. 

         6    Q.   ALL RIGHT.  YOU -- I WANT TO ASK YOU ABOUT EXHIBIT 1195 

         7    FOR A MINUTE. 

         8    A.   WHAT IS THAT EXHIBIT ABOUT SO . . . 

         9    Q.   IT'S THE -- IT'S THE CHART ON THE -- THE JOA. 

        10    A.   OKAY. 

        11    Q.   HAVE YOU GOT THAT ONE? 

        12    A.   YES. 

        13    Q.   AND I THINK THAT YOU SAID THAT THIS WAS PREPARED BY 

        14    ECONOMISTS, INCORPORATED.  DO YOU REMEMBER THAT? 

        15    A.   THAT'S CORRECT. 

        16    Q.   NOW, THAT IS THE -- THAT'S THE CONSULTING FIRM IN 

        17    WASHINGTON THAT -- WELL, YOU ARE ON THE BOARD OF THAT, RIGHT? 

        18    A.   I AM JUST IN THE PROCESS OF JOINING THE BOARD OF THAT, 

        19    THAT'S CORRECT. 

        20    Q.   OKAY.  AND THEY DID THE SUBMISSION BY HEARST TO THE 

        21    DEPARTMENT OF JUSTICE THAT -- TO TRY TO ESTABLISH THAT THE 

        22    EXAMINER WAS A FAILING COMPANY?  THAT'S PLAINTIFFS EXHIBIT 94.  

        23    IT'S A DIFFERENT ONE UP THERE. 

        24    A.   THAT'S CORRECT. 

        25    Q.   AND, OF COURSE, THE DEPARTMENT OF JUSTICE DIDN'T BUY THAT, 


                                                                         1661
                                  ROSSE - CROSS / SHULMAN 


         1    DID THEY?  THEY DIDN'T AGREE WITH THAT? 

         2    A.   I DON'T KNOW THAT THEY OFFERED AN OPINION AS TO WHETHER 

         3    THEY AGREED WITH IT OR NOT. 

         4    Q.   AND THEY ALSO DID THE STUDY THAT YOU DID -- OR YOU -- THEY 

         5    HELPED WITH THE STUDY THAT YOU DID TO SHOW THAT THE -- THE 

         6    INCREMENTAL PRICE AND -- OR COSTS AND EXPENSE STUDY, RIGHT? 

         7    A.   CORRECT. 

         8    Q.   OKAY.  NOW, DID -- AND I PRESUME YOU WENT OVER THE WORK 

         9    THAT WAS DONE BY THIS FIRM TO CHECK THE ACCURACY, AT LEAST ON 

        10    THE JOA EXHIBIT 1195? 

        11    A.   TO THE BEST OF MY ABILITY.  I HAD ACCESS TO -- THERE 

        12    SHOULD BE ANOTHER PAGE ATTACHED HERE THAT GOES -- SHOWS THE 

        13    SOURCES, AND I CHECKED THE SOURCES AND THE SOURCES ALL SEEMED 

        14    REASONABLE SOURCES TO ME. 

        15    Q.   OKAY.  THE ONE I WANT TO ASK YOU ABOUT IS THE ONE THAT'S 

        16    INVOLVED IN THIS CASE, SAN FRANCISCO. 

        17    A.   YES. 

        18    Q.   ARE YOU WITH ME? 

        19    A.   YES, I AM. 

        20    Q.   LINE 24? 

        21    A.   YES. 

        22    Q.   OKAY.  NOW, THAT SHOWS THAT THE JOA FOR SAN FRANCISCO, THE 

        23    START OF THE JOA FOR SAN FRANCISCO -- 

        24    A.   WHOOPS. 

        25    Q.   -- WAS 1954? 


                                                                         1662
                                  ROSSE - CROSS / SHULMAN 


         1    A.   WHOOPS.  THERE IS AN ERROR. 

         2    Q.   A BIG ONE, HUH? 

         3    A.   YES. 

         4    Q.   OKAY. 

         5    A.   I KNOW BETTER THAN THAT AND SO DO YOU. 

         6    Q.   WELL, THAT'S WHY I WAS SURPRISED TO SEE IT.  AREN'T YOU? 

         7    A.   I BEG YOUR PARDON? 

         8    Q.   I WAS SURPRISED TO SEE THAT MISTAKE. 

         9    A.   I WAS SURPRISED TO SEE IT, YES. 

        10    Q.   YES. 

        11    A.   IN FACT, I HAD FOCUSED ON ALL OF THEM EXCEPT SAN 

        12    FRANCISCO. 

        13    Q.   OKAY.  AND THERE IS A -- 

        14               MR. ALIOTO:  WE CAN'T SEE IT. 

        15               MR. SHULMAN:  WHAT? 

        16               MR. ALIOTO:  WE CAN'T SEE IT. 

        17    BY MR. SHULMAN: 

        18    Q.   THERE IS A COLUMN THAT SAYS, "CIRCULATION OF NEWSPAPER 

        19    ONE."  AND THAT'S BLANK, RIGHT?   

        20    A.   THOSE CIRCULATIONS ARE AS OF THE TIME OF CLOSING OF THE 

        21    ENDING OF THE JOA. 

        22    Q.   I SEE.  OKAY. 

        23    A.   SO THERE WOULDN'T BE ANYTHING THERE SINCE THIS JOA IS NOT 

        24    TERMINATED. 

        25    Q.   OKAY.  AND THEN FOR THE SUNDAY NEWSPAPER IT SAYS "JOINT." 


                                                                         1663
                                  ROSSE - CROSS / SHULMAN 


         1    IS THAT CORRECT? 

         2    A.   THE SUNDAY PAPER IS PRODUCED UNDER THE TITLE OF THE 

         3    CHRONICLE AND EXAMINER.  THE EXAMINER PROVIDES THE BULK BUT NOT 

         4    ALL OF THE -- OF THE EDITORIAL STAFF FOR IT.  AND THE -- THE 

         5    ADVERTISING THAT'S SOLD INTO IT, OF COURSE, IS SOLD AS A SINGLE 

         6    ENTITY. 

         7    Q.   ARE THERE ANY OTHER MISTAKES IN HERE? 

         8    A.   I TRUST YOU TO FIND THEM IF THERE ARE ANY.  I JUST GOT 

         9    THIS. 

        10    Q.   SO DID I. 

        11    A.   AND SO I HAVE NOT HAD A CHANCE TO -- TO LOOK AT IT IN THAT 

        12    KIND OF DETAIL.  BUT I DID CHECK ALL OF THE REFERENCES, AND THE 

        13    ONES THAT I WAS PRETTY CLOSELY FAMILIAR WITH ALL LOOKED 

        14    CORRECT.   

        15               I REGRET THAT I DID NOT LOOK THAT CLOSELY AT SAN 

        16    FRANCISCO ON THE GROUNDS THAT WE ALL KNEW EVERYTHING THERE WAS 

        17    TO KNOW ABOUT SAN FRANCISCO ANYHOW. 

        18    Q.   ALL RIGHT.  I THINK YOU SAID THAT FROM YOUR STANDPOINT IT 

        19    WOULD BE APPROPRIATE AT THIS POINT, IN YOUR VIEW, AS A POLICY 

        20    MATTER, TO SHUT DOWN THE EXAMINER RIGHT NOW; IS THAT RIGHT? 

        21    A.   NO.  WHAT I -- I WAS ASKED THE QUESTION, "WHAT WOULD BE 

        22    THE BETTER SOLUTION FROM THE STANDPOINT OF ECONOMIC WELFARE?"  

        23    HE DIDN'T USE THAT WORD BUT THAT'S HOW I INTERPRETED IT.  AND 

        24    THAT'S THE WAY I ANSWERED IT. 

        25    Q.   IN FACT, YOU SAID IT WOULD BE BETTER FOR THE PEOPLE OF SAN 


                                                                         1664
                                  ROSSE - CROSS / SHULMAN 


         1    FRANCISCO IF THE EXAMINER WERE SHUT DOWN, RIGHT? 

         2    A.   I DID SAY THAT.  THAT'S -- AND THAT'S WHAT I HAD IN MIND 

         3    WHEN I TALKED ABOUT THE WELFARE OF THE BUYERS. 

         4    Q.   AND IT WOULD BE BETTER FOR THE PEOPLE OF SAN FRANCISCO IF 

         5    THEY HAD ONE NEWSPAPER VOICE AND NOT TWO.  I THINK YOU SAID 

         6    THAT? 

         7    A.   I SAID THEY WOULD BE BETTER OFF WITH A ONE NEWSPAPER -- 

         8    WITH THE ONE NEWSPAPER, A STRONG CHRONICLE, THAT -- AND I GAVE 

         9    THE REASONS FOR IT. 

        10    Q.   THEY WOULD BE BETTER OFF WITH ONE VOICE AND NOT TWO, 

        11    RIGHT? 

        12    A.   THAT'S RIGHT. 

        13    Q.   OKAY.  NOW, YOU KNOW, DO YOU NOT, THAT THAT IS EXACTLY 

        14    CONTRARY TO THE POLICY THAT HAS BEEN ENACTED INTO LAW BY THE 

        15    CONGRESS OF THE UNITED STATES IN THE NEWSPAPER PRESERVATION 

        16    ACT? 

        17               MR. CONNELL:  OBJECTION.  HE HAS NOT BEEN QUALIFIED 

        18    AS A LEGAL EXPERT. 

        19               THE COURT:  OBJECTION OVERRULED. 

        20               THE WITNESS:  IT APPEARS TO BE IN CONFLICT WITH 

        21    THAT -- WITH THAT POLICY.  IT WOULD NOT BE THE FIRST TIME I 

        22    EVER DISAGREED WITH AN ACT OF CONGRESS, HOWEVER. 

        23    BY MR. SHULMAN: 

        24    Q.   HOW ABOUT THE SHERMAN ACT?  DO YOU AGREE OR DISAGREE WITH 

        25    THAT ONE? 


                                                                         1665
                                  ROSSE - CROSS / SHULMAN 


         1    A.   WELL, THAT TAKES A LITTLE DEEPER DISCUSSION. 

         2    Q.   SO IT'S YOUR TESTIMONY, THEN, THAT YOU DISAGREE WITH THE 

         3    POLICY OF THE NEWSPAPER PRESERVATION ACT; IS THAT CORRECT? 

         4    A.   THAT'S NOT MY TESTIMONY. 

         5    Q.   AT LEAST IN TERMS OF SAN FRANCISCO, YOU DISAGREE WITH IT? 

         6    A.   IN TERMS OF THE -- THE SITUATION IN SAN FRANCISCO, AS IT 

         7    IS FOUND TODAY, UNDER THE CURRENT CIRCUMSTANCES, MY ANSWER IS 

         8    UNQUALIFIED SAN FRANCISCO WOULD BE BETTER OFF WITH A SINGLE 

         9    NEWSPAPER.  THAT'S AS FAR AS -- THAT'S ALL I WAS ASKED. 

        10    Q.   BUT YOU ACKNOWLEDGE THAT THAT IS CONTRARY TO THE POLICY OF 

        11    THE NEWSPAPER PRESERVATION ACT, DO YOU NOT? 

        12    A.   I SAID IT WOULD APPEAR TO BE IN CONFLICT WITH THE 

        13    NEWSPAPER PRESERVATION ACT, BUT THE NEWSPAPER PRESERVATION ACT 

        14    WAS WRITTEN TO TAKE -- TO DEAL WITH A MUCH BROADER SET OF 

        15    CIRCUMSTANCES THAN THOSE THAT ARE PRESENT RIGHT HERE TODAY. 

        16    Q.   WELL, EXCEPT, I GUESS, FOR SAN FRANCISCO, YOU IN FACT 

        17    FAVOR VIGOROUS ENFORCEMENT OF THE NEWSPAPER PRESERVATION ACT, 

        18    DO YOU NOT? 

        19    A.   THE ANSWER IS I AM -- I HAVE WRITTEN THAT, AND, YES, I 

        20    HAVE SAID THAT AND I AM NOT TRYING TO -- TO WEASEL ON THAT IN 

        21    ANY WAY, SHAPE OR FORM.  I DID NOT CAST MY POSITION ON SAN 

        22    FRANCISCO IN THE CONTEXT OF THE NEWSPAPER PRESERVATION ACT.  

        23    YOU DID. 

        24    Q.   WELL, DO YOU FAVOR VIGOROUS ENFORCEMENT OF THE NEWSPAPER 

        25    PRESERVATION ACT IN SAN FRANCISCO OR NOT? 


                                                                         1666
                                  ROSSE - CROSS / SHULMAN 


         1    A.   YOU HAVE TO HELP ME UNDERSTAND WHAT "VIGOROUS ENFORCEMENT" 

         2    MEANS. 

         3    Q.   THOSE ARE YOUR WORDS. 

         4    A.   WHAT? 

         5    Q.   THOSE ARE YOUR WORDS, RIGHT? 

         6    A.   ALL RIGHT.  "VIGOROUS ENFORCEMENT" MEANS THAT YOU LOOK 

         7    CLOSELY TO MAKE SURE THAT THE ENTERPRISES ARE FAILING BEFORE 

         8    YOU PERMIT THE EXISTENCE OF A JOA.  THEN, YES, I AM IN FAVOR OF 

         9    VIGOROUS ENFORCEMENT OF A JOA. 

        10               THE COURT:  YOU MEAN, OF THE NEWSPAPER PRESERVATION 

        11    ACT? 

        12               THE WITNESS:  OF THE NEWSPAPER PRESERVATION ACT.  

        13    THANK YOU, YOUR HONOR. 

        14    BY MR. SHULMAN: 

        15    Q.   YES.  YOU HAVE WRITTEN ON -- MORE THAN ONCE THAT YOU ARE 

        16    IN FAVOR OF VIGOROUS ENFORCEMENT OF THE NEWSPAPER PRESERVATION 

        17    ACT, CORRECT? 

        18    A.   I WILL LEAVE IT TO YOU TO COUNT THEM BECAUSE I AM NOT SURE 

        19    I COULD.  I DON'T KNOW.  I DON'T KNOW THE ANSWER TO THAT 

        20    QUESTION. 

        21    Q.   YOU HAVE DONE IT AT LEAST ONCE, RIGHT? 

        22    A.   I THINK IN THE CASE OF THE -- OF THE PAPERS WE HAVE 

        23    PREPARED FOR THE FTC, I THINK I IN FACT STATED THAT IN ONE OF 

        24    THOSE PAPERS. 

        25    Q.   NOW, YOU'VE SAID ALSO THAT YOU HAVE TESTIFIED OR YOU HAVE 


                                                                         1667
                                  ROSSE - CROSS / SHULMAN 


         1    GIVEN TESTIMONY -- IN FACT, YOU HAVE DONE IT HERE TODAY -- 

         2    ABOUT WHETHER THE EXAMINER IS A FAILING COMPANY.  CORRECT? 

         3    A.   FAILING NEWSPAPER. 

         4    Q.   FAILING NEWSPAPER. 

         5               ARE YOU FAMILIAR WITH THE LEGAL REQUIREMENTS OF THE 

         6    FAILING COMPANY DEFENSE UNDER THE ANTITRUST LAWS? 

         7    A.   NOT CLOSELY, NO. 

         8    Q.   ARE YOU FAMILIAR WITH THE REQUIREMENTS FOR -- TO QUALIFY 

         9    AS A FAILING COMPANY UNDER THE NEWSPAPER PRESERVATION ACT? 

        10    A.   NOT PARTICULARLY BECAUSE THAT'S NOT AN AREA -- I DON'T 

        11    THINK OF MYSELF AS A LEGAL EXPERT. 

        12    Q.   YOU ALSO WERE ASKED SOME QUESTIONS ABOUT THE RELEVANT 

        13    MARKET AND DR. COMANOR'S TESTIMONY.  AND I THINK COUNSEL SAID 

        14    TO YOU THAT DR. -- HE ASKED YOU DID YOU KNOW THAT DR. COMANOR 

        15    DEFINED THE RELEVANT MARKET AS THE CHRONICLE AND THE EXAMINER. 

        16               DO YOU REMEMBER THAT? 

        17    A.   IN SAN FRANCISCO COUNTY, I THINK HE SAID.  THAT'S HOW I 

        18    INTERPRETED IT. 

        19    Q.   WELL, YOU KNOW -- YOU WERE HERE FOR DR. COMANOR'S 

        20    TESTIMONY, RIGHT? 

        21    A.   YES. 

        22    Q.   YOU KNOW THAT HE DEFINED THE "RELEVANT MARKET" AS DAILY 

        23    NEWSPAPERS IN THE CITY AND COUNTY OF SAN FRANCISCO, RIGHT? 

        24    A.   YES, YES, THAT'S CORRECT. 

        25    Q.   AND YOU ALSO KNOW THAT HE PRESENTED ECONOMETRIC STUDIES OF 


                                                                         1668
                                  ROSSE - CROSS / SHULMAN 


         1    PRICES FOR ADVERTISING WITHIN THE -- WITHIN THE AREA OF SAN 

         2    FRANCISCO AND THE SURROUNDING AREA, RIGHT? 

         3    A.   YES.  I WOULDN'T CALL IT AN "ECONOMETRIC" STUDY.  HE 

         4    TABULATED SOME NUMBERS. 

         5    Q.   YOU HAVEN'T DONE THAT, HAVE YOU? 

         6    A.   YES, I HAVE.  I ASKED THAT THAT BE DONE AND WE HAVEN'T -- 

         7    WE DIDN'T GET AROUND TO TALKING ABOUT THAT. 

         8    Q.   DO YOU HAVE THAT WITH YOU? 

         9    A.   I BELIEVE IT HAS BEEN IDENTIFIED AS H-1197. 

        10    Q.   THAT SHOWS PRICES -- HERE.  WE WILL PUT THAT UP. 

        11               THAT SHOWS PRICES THROUGHOUT THE ENTIRE AREA, RIGHT, 

        12    NOT BY LOCALITY? 

        13    A.   THAT'S CORRECT.  AND THAT'S THE PROPER WAY TO SHOW IT. 

        14    Q.   IN YOUR OPINION. 

        15    A.   DR. COMANOR WAS IMAGINING THAT AN ADVERTISER WOULD BUY 

        16    SPACE IN THE CHRONICLE IN ORDER TO REACH READERS IN, FOR 

        17    INSTANCE, SAN MATEO COUNTY AND -- AND, AS A RESULT, IN HIS 

        18    CALCULATIONS HE LOOKED AT THE CHRONICLE'S CIRCULATION -- 

        19    CHRONICLE/EXAMINER CIRCULATION INTO THAT COUNTY AND CALCULATED 

        20    A COST PER THOUSAND BASED ON THE COST OF THE ENTIRE CIRCULATION 

        21    IN ORDER TO REACH THAT SMALL CIRCULATION.  THAT'S AN ENTIRELY 

        22    INAPPROPRIATE WAY OF LOOKING AT COMPETITION AND PRICES IN THIS 

        23    MARKETPLACE. 

        24               AND SO WHAT I PUT TOGETHER HERE IS A LISTING OF COST 

        25    PER THOUSAND FROM THE PUBLICATIONS THAT HE MENTIONED IN A FORUM 


                                                                         1669
                                  ROSSE - CROSS / SHULMAN 


         1    THAT MAKES MORE SENSE FROM AN ECONOMIC STANDPOINT. 

         2    Q.   YOU DID NOT DO THE SAME TYPE OF -- YOU DID NOT DO THE 

         3    ANALYSIS HE DID OF PRICING BY THE SPECIFIC LOCALITIES.  YOUR 

         4    ANALYSIS IS FOR THE ENTIRE AREA.  CORRECT? 

         5    A.   THAT'S CORRECT.  I DID NOT DO IT THAT WAY BECAUSE THAT'S 

         6    THE WRONG WAY TO DO IT. 

         7    Q.   OKAY.  YOU WOULD AGREE THAT THERE IS A FORM OF NEWSPAPER 

         8    COMPETITION THAT'S QUITE EASY TO IDENTIFY, WHICH IS THE 

         9    FACE-TO-FACE COMPETITION OF NEWSPAPERS' GENERAL APPEAL LOCATED 

        10    IN AND IDENTIFIED WITH A SINGLE CITY.  ISN'T THAT TRUE? 

        11    A.   COULD I HEAR THE FIRST PART OF THAT AGAIN? 

        12    Q.   YES.  THERE IS A FORM -- YOU WOULD -- IS THIS TRUE OR 

        13    FALSE, THAT THERE IS A FORM OF NEWSPAPER COMPETITION THAT IS 

        14    QUITE EASY TO IDENTIFY, THE FACE-TO-FACE COMPETITION OF 

        15    NEWSPAPERS OF GENERAL APPEAL LOCATED IN AND IDENTIFIED WITH A 

        16    SINGLE CITY? 

        17    A.   YES, I -- THOSE SOUND LIKE WORDS THAT I'VE USED. 

        18    Q.   THAT'S A TRUE STATEMENT, ISN'T IT? 

        19    A.   YEAH, I BELIEVE SO. 

        20    Q.   OKAY.  YOU WERE ASKED ABOUT THE -- WELL, YOU DID CERTAIN 

        21    ANALYSES OR YOU WERE ASKED ABOUT CERTAIN ANALYSES SHOWING 

        22    WHETHER THE EXAMINER IS A FAILING NEWSPAPER IN OR OUT OF THE 

        23    JOA, DO YOU REMEMBER THAT? 

        24    A.   YES. 

        25    Q.   IT IS A FACT, IS IT NOT, THAT AS THINGS STAND TODAY UNDER 


                                                                         1670
                                  ROSSE - CROSS / SHULMAN 


         1    THE TERMS OF THE JOA AGREEMENT, THE EXAMINER SHOWS A PROFIT? 

         2    A.   AS A COMPANY, YES, IT SHOWS A PROFIT. 

         3    Q.   AND IN YOUR OPINION IT'S LIKELY THAT THE EXAMINER WILL 

         4    CONTINUE TO SHOW A PROFIT THROUGH THE END OF THE JOA AT LEAST? 

         5    A.   AS A COMPANY THAT'S LIKELY TO BE TRUE BASED ON THE 

         6    PROJECTIONS THAT I'VE SEEN, THAT'S CORRECT. 

         7    Q.   ON THE TERMS OF WHICH PROFITS ARE MEASURED UNDER THE JOA, 

         8    IF THE JOA CONTINUES, THE EXAMINER WILL CONTINUE TO SHOW A 

         9    PROFIT.  IS THAT TRUE? 

        10    A.   THAT'S WHAT I MEANT TO SAY WHEN I SAID "AS A COMPANY," THE 

        11    EXAMINER. 

        12    Q.   SO THAT IS TRUE THEN? 

        13    A.   THAT IS TRUE. 

        14    Q.   AND ONE OF THE ANALYSES THAT YOU LOOKED AT IS -- WELL, 

        15    THERE WERE TWO.  LET'S TAKE FIRST, THERE WAS ONE OF OCTOBER 5. 

        16               THE COURT:  THIS IS EXHIBIT? 

        17               MR. SHULMAN:  YOUR HONOR, THIS IS EXHIBIT 1157. 

        18               THE COURT:  THANK YOU. 

        19               MR. SHULMAN:  AND THIS IS THE ONE THAT -- THIS WAS 

        20    DONE BY ECONOMISTS, INC., RIGHT? 

        21               THE WITNESS:  THAT'S CORRECT. 

        22               THE COURT:  DON'T WE HAVE A BETTER PROJECTION FOR 

        23    THE WITNESS? 

        24               MR. HALLING:  WHAT'S THE NUMBER? 

        25               MR. SHULMAN:  IT'S 1157. 


                                                                         1671
                                  ROSSE - CROSS / SHULMAN 


         1               MR. ALIOTO:  IT'S THE MIDDLE ONE. 

         2    BY MR. SHULMAN: 

         3    Q.   AND THIS WAS DONE ON OCTOBER 5, 1999, RIGHT? 

         4    A.   THAT'S CORRECT. 

         5    Q.   AND THIS ONE BREAKS OUT THE EXPENSES AND REVENUES FOR THE 

         6    EXAMINER SEPARATELY, RIGHT? 

         7    A.   THIS IS AN -- WAS DR. MCANNENY'S ATTEMPT TO CONSTRUCT WHAT 

         8    AN EXAMINER WOULD LOOK LIKE AS A FREE-STANDING ENTITY. 

         9    Q.   OKAY.  AND YOU SAID THAT MR. FALK HELPED WITH THIS? 

        10    A.   NO.  MR. -- MR. MCANNENY -- DR. MCANNENY DIDN'T CONSTRUCT 

        11    THIS OUT OF THE WHOLE CLOTH.  HE HAD TO GO THROUGH THE BASIC 

        12    DATA FOR IT.  SO I AM SURE THAT HE ASKED MR. FALK FOR DATA. 

        13    Q.   OKAY.  ARE YOU AWARE THAT MR. FALK TESTIFIED IN THIS CASE 

        14    ON APRIL 28 IN HIS DEPOSITION -- THIS IS AT PAGE 26, LINE 2: 

        15                   "Q.  ARE YOU ABLE TO SAY HOW MUCH OF THE -- 

        16               MR. CONNELL:  OBJECTION. 

        17               THE COURT:  OBJECTION? 

        18               MR. CONNELL:  OBJECTION. 

        19               THE COURT:  ON WHAT GROUND? 

        20               MR. CONNELL:  ON THE GROUNDS THAT THIS IS AN 

        21    INAPPROPRIATE THING TO CONFRONT THIS WITNESS WITH, PARTICULARLY 

        22    GIVEN STEVEN FALK'S SUBSEQUENT TESTIMONY. 

        23               THE COURT:  I THOUGHT WE HAD A STIPULATION UNDER 

        24    RULE 32 -- 

        25               MR. SHULMAN:  THIS IS -- 


                                                                         1672
                                  ROSSE - CROSS / SHULMAN 


         1               THE COURT:  -- WITH REGARD TO MR. FALK'S DEPOSITION. 

         2               MR. SHULMAN:  RIGHT, RIGHT, DEPOSITION OF A PARTY. 

         3               THE COURT:  HE MAY BE USED AS A PARTY WITNESS. 

         4               MR. CONNELL:  THAT PART OF IT DOESN'T GO TO MY 

         5    OBJECTION, YOUR HONOR, WHETHER HE IS A PARTY OR NONPARTY. 

         6               THE COURT:  ALL RIGHT.  WELL, LET'S -- I THINK THE 

         7    APPROPRIATE WAY TO HANDLE IT IS TO HAVE MR. SHULMAN READ THE 

         8    TESTIMONY, AND THEN IF THERE IS A QUESTION WHICH FOLLOWS, HE 

         9    CAN ASK A QUESTION. 

        10               MR. SHULMAN:  OKAY. 

        11                   "Q.  ARE YOU AWARE THAT MR. FALK GAVE THIS 

        12               TESTIMONY ON APRIL 28, 2000, THE FRIDAY BEFORE 

        13               TRIAL STARTED IN THIS CASE? 

        14               THE COURT:  WELL, READ THE TESTIMONY AND THEN ASK 

        15    YOUR QUESTION. 

        16               MR. SHULMAN:  OKAY, PAGE 26, LINE 2: 

        17                   "Q.  ARE YOU ABLE TO SAY HOW MUCH OF THE 

        18               REVENUE IS ATTRIBUTABLE TO ONE PAPER AS OPPOSED 

        19               TO ANOTHER? 

        20                   "A.  NO. 

        21                   "Q.  ARE YOU ABLE TO SAY HOW MUCH IS 

        22               ATTRIBUTABLE TO THE EXPENSES -- HOW MUCH OF THE 

        23               EXPENSES ARE ATTRIBUTABLE, HOW -- MUCH OF THE 

        24               EXPENSES IS ATTRIBUTABLE TO ONE PAPER AS 

        25               DISTINGUISHED FROM ANOTHER? 


                                                                         1673
                                  ROSSE - CROSS / SHULMAN 


         1                   "THE WITNESS:  IT IS DIFFICULT TO DO." 

         2    BY MR. SHULMAN: 

         3    Q.   ARE YOU AWARE THAT HE GAVE THAT TESTIMONY? 

         4               MR. CONNELL:  OBJECTION. 

         5               THE COURT:  ARE YOU AWARE THAT HE GAVE THAT 

         6    TESTIMONY? 

         7               THE WITNESS:  I WAS NOT AWARE, BUT THOSE ARE -- ARE 

         8    WORDS OF A SONG THAT I THINK AFTER SIX DAYS OF COURT I COULD 

         9    SING RIGHT ALONG WITH YOU. 

        10                              (LAUGHTER) 

        11    BY MR. SHULMAN: 

        12    Q.   WELL, HE APPARENTLY DID THAT HERE, DIDN'T HE? 

        13    A.   I AM AWARE OF THAT, THAT MR. FALK UTTERED WORDS OF THAT 

        14    KIND. 

        15    Q.   YOU ALSO -- THE SECOND ANALYSIS THAT YOU LOOKED AT WAS -- 

        16    WAS IN EXHIBIT 1158. 

        17    A.   YES. 

        18    Q.   DO YOU HAVE THAT? 

        19    A.   YES. 

        20    Q.   OKAY.  AND 1158, THIS CONTAINS NO SEPARATE BREAKOUT OF 

        21    REVENUES AND EXPENSES FOR THE EXAMINER, RIGHT? 

        22    A.   ONLY AS DERIVED FROM THE INCREMENTAL ANALYSIS, THAT'S 

        23    CORRECT. 

        24    Q.   OKAY.  AND I THINK YOU SAID MR. FALK HELPED WITH THIS ONE, 

        25    TOO? 


                                                                         1674
                                  ROSSE - CROSS / SHULMAN 


         1    A.   HE HELPED -- HELPED US SORT THROUGH THE DATA, AND HE DID 

         2    NOT PARTICIPATE IN ANY OF THE JUDGMENTS AS TO HOW TO USE THAT 

         3    DATA.  THAT WAS A JOB THAT DR. MCANNENY AND I CARRIED OUT.  BUT 

         4    HE -- WE NEEDED HIS HELP TO HAVE ACCESS TO THE DATA AND HOW TO 

         5    INTERPRET IT. 

         6    Q.   OKAY.  NOW -- AND I THINK YOU SAID YOU -- THIS -- I MEAN, 

         7    THIS SHOWS WHAT THE NEWSPAPER AGENCY WOULD LOOK LIKE PUBLISHING 

         8    JUST ONE PAPER, RIGHT? 

         9    A.   THAT'S CORRECT. 

        10    Q.   AND YOU MADE THE ASSUMPTION THAT THE ADVERTISING RATES 

        11    WOULD NOT INCREASE? 

        12    A.   NO.  WHAT I MADE THE ASSUMPTION WAS THAT THEY WOULD IN 

        13    FACT DECREASE BECAUSE I ASSUMED THAT THE COSTS PER THOUSAND 

        14    WOULD REMAIN THE SAME.  AND SINCE CIRCULATION WOULD BE DOWN, 

        15    THE -- THE SPACE COSTS OF ADVERTISING WOULD BE -- WOULD BE 

        16    LOWER. 

        17    Q.   OKAY.  YOU WERE HERE THIS MORNING WHEN MR. FALK TESTIFIED, 

        18    RIGHT? 

        19    A.   YES, I HEARD THAT. 

        20               I ALSO SAID DURING MY TESTIMONY THAT A CASE COULD BE 

        21    MADE THAT PRICES WOULD REMAIN THE SAME, BUT IN ORDER TO BE 

        22    CONSERVATIVE IN OUR INCREMENTAL ANALYSIS, WE HAD MADE THE OTHER 

        23    ASSUMPTION. 

        24    Q.   WELL, IN FACT, YOU KNOW FROM MR. FALK'S TESTIMONY THIS 

        25    MORNING THAT WITH ONLY ONE PAPER, THE PLAN OF THE AGENCY IS TO 


                                                                         1675
                                  ROSSE - CROSS / SHULMAN 


         1    RAISE PRICES, RIGHT? 

         2    A.   I DON'T KNOW THAT AS A MATTER OF FACT.  I HAVE HEARD 

         3    CONFLICTING TESTIMONY TO THAT.  I ALSO HEARD PEOPLE TALK ABOUT 

         4    INCREASE IN CIRCULATION AND THE OPPORTUNITY THAT THAT MIGHT 

         5    AFFORD FOR -- FOR RAISING THE PRICE OF ADVERTISING. 

         6    Q.   OKAY.  I WOULD LIKE YOU TO LOOK AT -- IF WE CAN -- IF YOU 

         7    COULD PUT UP FOR ME EXHIBIT 983, THE SECOND PAGE. 

         8               OKAY.  AND THIS IS -- DO YOU HAVE THAT UP THERE? 

         9    A.   NO, I DON'T HAVE THAT ONE. 

        10    Q.   OR DO WE NEED TO GET THAT FOR YOU? 

        11    A.   IT'S NOT ONE I HAVE SEEN BEFORE. 

        12    Q.   OKAY.  WE WILL GET THAT FOR YOU. 

        13               MAY I APPROACH THE WITNESS, YOUR HONOR? 

        14               THE COURT:  YES, YOU MAY. 

        15    BY MR. SHULMAN: 

        16    Q.   (INDICATING).  OKAY.  DO YOU HAVE THAT NOW? 

        17    A.   YES, I DO. 

        18    Q.   OKAY.  AND IF YOU LOOK AT THE -- THIS IS THE PRO FORMA 

        19    THAT WAS DONE ASSUMING JUST ONE PAPER, RIGHT?  DO YOU REMEMBER 

        20    THAT? 

        21    A.   THIS IS THE -- THE A.M. -- JOA A.M. ONLY STUDY THAT 

        22    MR. FALK WAS TESTIFYING ABOUT THIS MORNING? 

        23    Q.   OKAY.  AND -- 

        24    A.   IS THAT RIGHT?  I MEAN, THAT'S . . . 

        25    Q.   YES, IT IS. 


                                                                         1676
                                  ROSSE - CROSS / SHULMAN 


         1    A.   OKAY. 

         2    Q.   YES, IT IS. 

         3               AND THE ASSUMPTION THAT IS MADE -- IF YOU LOOK AT 

         4    "ADVERTISING," THERE IS A LINE THAT SAYS, "NET ADVERTISING 

         5    REVENUE."   

         6               CAN WE BRING THAT UP?   

         7               DO YOU SEE THAT, "NET ADVERTISING REVENUE"? 

         8    A.   "NET ADVERTISING REVENUE"? 

         9    Q.   ARE YOU WITH ME? 

        10    A.   NO. 

        11    Q.   IT'S IN YELLOW ON THE MONITOR. 

        12    A.   I SEE.  OKAY.  OKAY.  I GOT IT. 

        13    Q.   OKAY.  AND THE ASSUMPTION IS THAT THE -- THAT IF THERE IS 

        14    ONLY AN A.M. PAPER, ALL OF THE ADVERTISING REVENUE IS RETAINED, 

        15    RIGHT? 

        16    A.   THAT'S CORRECT.  AND IF YOU LOOK AT THE FOOTNOTES IN THE 

        17    BACK, IT SAYS UNDER "ADVERTISING REVENUE," "NO CHANGE IN 

        18    RATES." 

        19    Q.   WELL -- 

        20    A.   "POSSIBLE FUTURE DELAY IN ADVERTISING RATE INCREASE UNTIL 

        21    CIRCULATION INCREASES."  

        22               AND SO WHAT HE HAS ASSUMED IS RATES WILL REMAIN THE 

        23    SAME WITH THE A.M. ONLY PUBLICATION? 

        24    Q.   WELL, LET'S LOOK AT THAT A LITTLE BIT.  THE REVENUE 

        25    REMAINS THE SAME.   


                                                                         1677
                                  ROSSE - CROSS / SHULMAN 


         1               THEY KEEP ALL THE ADVERTISING REVENUE, RIGHT? 

         2    A.   CORRECT. 

         3    Q.   OF COURSE, THAT DOESN'T BODE VERY WELL FOR MR. FANG'S 

         4    VENTURE IF HE STARTS A NEW PAPER, RIGHT, AND ALTERNATIVES WERE 

         5    TO STAY WITH THE -- WITH THE CHRONICLE? 

         6    A.   MR. FANG WILL -- NEEDS FAR LESS ADVERTISING REVENUE TO 

         7    SURVIVE THAN THIS.  HE NEEDS ONLY SMALL CHANGE AS A PART OF 

         8    WHAT THIS IS. 

         9    Q.   WE'LL SEE. 

        10               NOW, THE -- ON THE NEXT PAGE, SECOND PAGE -- SORRY, 

        11    THE THIRD PAGE, THERE IS SOME INFORMATION ABOUT THE 

        12    CIRCULATION, RIGHT? 

        13    A.   YES. 

        14    Q.   OKAY.   

        15               MAY I USE THE EASEL, YOUR HONOR? 

        16               THE COURT:  YES, YOU MAY. 

        17    BY MR. SHULMAN: 

        18    Q.   AND THE -- FIRST THERE IS INFORMATION ABOUT THE CURRENT 

        19    CIRCULATION.  I WILL WRITE "CURRENT CIRCULATION."  

        20               AND IT SHOWS THE CHRONICLE AT 469,000? 

        21    A.   CORRECT. 

        22    Q.   I WILL PUT "CHRON 469,000." 

        23               AND THE EXAMINER AT 111,000? 

        24    A.   CORRECT. 

        25    Q.   SO THAT'S A TOTAL OF 580,000, RIGHT? 


                                                                         1678
                                  ROSSE - CROSS / SHULMAN 


         1    A.   THEY DON'T ADD IT UP HERE.  I PRESUME YOUR ADDITION IS 

         2    CORRECT. 

         3    Q.   OKAY. 

         4    A.   IT'S RIGHT. 

         5    Q.   AND THE TOTAL ADVERTISING REVENUE FOR THAT CIRCULATION IS 

         6    $330 MILLION, ROUGHLY, RIGHT? 

         7    A.   RIGHT. 

         8               THE COURT:  LET'S SEE.  WHERE DO YOU SEE THAT, 

         9    MR. SHULMAN? 

        10               MR. SHULMAN:  THAT'S ON THE FIRST PAGE, YOUR HONOR, 

        11    "ADVERTISING REVENUE." 

        12               THE COURT:  YES. 

        13               MR. SHULMAN:  OKAY. 

        14    BY MR. SHULMAN: 

        15    Q.   SO THE ADVERTISERS ARE PAYING -- AND YOU WILL HAVE TO 

        16    TRUST MY DIVISION HERE -- ROUGHLY $569 PER SUBSCRIBER? 

        17    A.   WHATEVER YOU SAY.  I HAVE NOT -- I AM NOT HERE TO TRY TO 

        18    DIVIDE IT OUT HERE. 

        19    Q.   ALL RIGHT.  I HAVE DONE IT ON A CALCULATOR. 

        20               THE COURT:  YOU MEAN, ALL ADVERTISERS WILL GENERATE 

        21    ADVERTISING REVENUE -- 

        22               MR. SHULMAN:  RIGHT. 

        23               THE COURT:  -- OF $580 PER -- 

        24               MR. SHULMAN:  $569 PER SUBSCRIBER. 

        25               THE COURT:  PER 69.  OKAY.  569, I'M SORRY. 


                                                                         1679
                                  ROSSE - CROSS / SHULMAN 


         1    BY MR. SHULMAN: 

         2    Q.   THE -- WITH THE NEW NEWSPAPER, A.M. ONLY, THE CIRCULATION 

         3    IS CALCULATED -- IS SUPPOSED TO BE 509,000, RIGHT? 

         4    A.   THAT'S CORRECT. 

         5    Q.   AND THE ADVERTISING REVENUE REMAINS THE SAME, 

         6    $330 MILLION, RIGHT? 

         7    A.   UNDER THE ASSUMPTIONS THAT HE HAS USED HERE, THAT'S 

         8    CORRECT. 

         9    Q.   OKAY.  SO THAT MEANS IF THAT -- IF YOU DIVIDE THAT BY 

        10    509,000, THAT'S $648 PER SUBSCRIBER, RIGHT? 

        11    A.   I WILL TAKE YOUR WORD FOR IT. 

        12    Q.   WHICH IS 14 PERCENT MORE THAN THEY WERE PAYING PER 

        13    SUBSCRIBER BEFORE, RIGHT? 

        14    A.   ANOTHER WAY OF PUTTING THAT, AND THE WAY I WOULD HAVE PUT 

        15    IT -- 

        16    Q.   BEFORE YOU PUT IT YOUR WAY, WOULD YOU ANSWER MY QUESTION, 

        17    PLEASE? 

        18    A.   I SAID, "YES." 

        19    Q.   OKAY. 

        20    A.   AND ANOTHER WAY OF PUTTING THAT IS THAT UNDER THESE 

        21    ASSUMPTIONS, THE COST PER THOUSAND WOULD ARISE -- WOULD RISE, 

        22    ALTHOUGH THE SPACE COST WOULD REMAIN THE SAME. 

        23    Q.   THE COST PER THOUSAND RISES 14 PERCENT? 

        24    A.   THAT IS CORRECT, UNDER THIS -- UNDER THIS SCENARIO. 

        25    Q.   RIGHT. 


                                                                         1680
                                  ROSSE - CROSS / SHULMAN 


         1               THE COURT:  I SUPPOSE ONE CAVEAT IS NOT ALL OF THE 

         2    CIRCULATION ARE SUBSCRIBERS.  BUT THAT'S A -- SOME OF THOSE ARE 

         3    STREET SALES. 

         4               THE WITNESS:  WELL, YOUR HONOR, WHEN I USE THE WORD 

         5    "SUBSCRIBER," I USE IT IN A GENERIC SENSE TO INCLUDE ALL PEOPLE 

         6    WHO PAID FOR THE PAPER. 

         7               A MORE INTERESTING QUESTION IN THIS CASE IS HOW MANY 

         8    OF THESE WERE DUPLICATE READERS, WHICH IS A QUESTION MR. FALK 

         9    RAISED. 

        10    BY MR. SHULMAN: 

        11    Q.   YOU TALKED ABOUT OTHER MEDIA AND THE GROWTH OF OTHER MEDIA 

        12    AND WHAT THEY -- THE EFFECT OF THAT ON NEWSPAPERS.  RIGHT? 

        13    A.   THAT'S CORRECT. 

        14    Q.   BUT DESPITE THAT NEWSPAPERS HAVE BEEN LEFT WITH A RESIDUAL 

        15    ROLE IN THE INFORMATION AND ENTERTAINMENT FIELD.  THEY HAVE 

        16    BECOME SORT OF A PUBLIC UTILITY CATALOG OF DAILY NEWS FEATURES 

        17    AND INFORMATION, CORRECT? 

        18    A.   IT SOUNDS LIKE WORDS I MIGHT HAVE WRITTEN AT ONE POINT IN 

        19    TIME. 

        20    Q.   YOU DID. 

        21               IS THAT CORRECT? 

        22    A.   THAT IS CORRECT. 

        23    Q.   YOU ALSO MENTIONED THE FIRST COPY COSTS.  DO YOU RECALL 

        24    THAT? 

        25    A.   YES. 


                                                                         1681
                                  ROSSE - CROSS / SHULMAN 


         1    Q.   AND HOW THEY TEND TO DISADVANTAGE SMALLER NEWSPAPERS. 

         2    A.   THAT'S CORRECT, YES. 

         3    Q.   YOU DO BELIEVE, DON'T YOU, THAT NEW NEWSPAPER TECHNOLOGIES 

         4    ARE ALREADY PROVING THAT THEY CAN REDUCE FIRST COPY COSTS? 

         5    A.   THEY HAVE ALREADY REDUCED FIRST COPY COSTS. 

         6    Q.   AND, IN FACT, YOU BELIEVE THAT THEY ARE -- NEW NEWSPAPER 

         7    TECHNOLOGIES ARE ALREADY PROVING THAT THEY CAN REDUCE FIRST 

         8    COPY COSTS TO THE POINT WHERE REAL NEWSPAPER COMPETITION MAY 

         9    RECUR? 

        10    A.   THOSE ARE ALSO WORDS THAT I ONCE WROTE, AND I DON'T THINK 

        11    THAT'S HAPPENED YET, AND I GUESS I AM LESS OPTIMISTIC NOW THAT 

        12    IT'S GOING TO HAPPEN. 

        13    Q.   YOU WROTE THIS, RIGHT? 

        14    A.   YES. 

        15    Q.   DID YOU BELIEVE IT WHEN YOU WROTE IT? 

        16    A.   I -- YES, I BELIEVED IT WHEN I WROTE IT.  I THOUGHT THAT 

        17    WAS AN INTERESTING SPECULATION.  THAT WAS WRITTEN IN ABOUT 1979 

        18    OR 1980 AT THE DAWN OF MUCH OF THE NEW TECHNOLOGY.  AND MANY OF 

        19    US HAD MORE HOPE AT THAT TIME THAN WE NOW HAVE IN THAT RESPECT. 

        20    Q.   THAT WAS BEFORE THE -- WELL BEFORE THE INTERNET, RIGHT? 

        21    A.   YES.  

        22    Q.   DID YOU EVER USE THE TERM "DIRECT NEWSPAPER     

        23    COMPETITION"? 

        24    A.   YEAH, I HAVE USED THAT FROM TIME TO TIME -- 

        25    Q.   OKAY. 


                                                                         1682
                                  ROSSE - CROSS / SHULMAN 


         1    A.   -- TO DESCRIBE A SITUATION IN WHICH TWO DAILY NEWSPAPERS 

         2    FACE EACH OTHER ON ESSENTIALLY EQUIVALENT TERMS AND PRODUCE 

         3    ESSENTIALLY THE SAME PRODUCT FOR VERY CLOSELY SIMILAR MARKETS. 

         4    Q.   YOU MENTIONED THAT THE -- IN DENVER THEY JUST ANNOUNCED 

         5    THEY WERE GOING TO APPLY FOR A JOA? 

         6    A.   THAT'S CORRECT. 

         7    Q.   AND THOSE ARE NEWSPAPERS THAT ARE BASICALLY OF EQUIVALENT 

         8    CIRCULATION, RIGHT? 

         9    A.   THEY'RE PRETTY CLOSE. 

        10    Q.   DIRECT NEWSPAPER COMPETITION IS INDEPENDENTLY OWNED AND 

        11    OPERATED FIRMS SEPARATELY PRODUCING DAILY NEWSPAPERS THAT 

        12    ACTIVELY COMPETE WITH ONE ANOTHER FOR GENERAL AUDIENCE READER 

        13    ATTENTION AND FOR ALL TYPES OF ADVERTISER DOLLARS.  CORRECT? 

        14    A.   THAT'S A DEFINITION.  THAT'S A DEFINITION I'VE USED IN A 

        15    LOT OF MY ANALYSIS, THAT'S CORRECT. 

        16    Q.   IS IT -- IS IT ALSO CORRECT THAT IN ADVERTISING MARKETS 

        17    THE COMPARATIVE ADVANTAGE OF NEWSPAPERS VIS-A-VIS OTHER MEDIA 

        18    LIES IN HIGH DENSITY -- I'M SORRY -- LIES IN HIGH DENSITY 

        19    LOCALIZED DISTRIBUTION? 

        20    A.   THAT'S GENERALLY TRUE.  IT'S CERTAINLY TRUE FOR MOST 

        21    NEWSPAPERS THAT ARE -- HAVE THE PRIMARY DIFFERENTIATION ON THE 

        22    BASIS OF GEOGRAPHY. 

        23               IN RECENT YEARS -- EXCUSE ME -- WE HAVE SEEN THE 

        24    RISE OF SOME NATIONAL NEWSPAPERS THAT HAVE FOUND OTHER GROUNDS 

        25    FOR DIFFERENTIATION AND HAVE -- HAVE SUCCEEDED IN CAPTURING -- 


                                                                         1683
                                  ROSSE - CROSS / SHULMAN 


         1    RECAPTURING SOME OF THE NATIONAL ADVERTISING MARKETPLACE. 

         2    Q.   OKAY. 

         3    A.   I HAVE IN MIND USA TODAY AND OTHERS. 

         4    Q.   YOU WROTE, DID YOU NOT, "IN ADVERTISING MARKETS THE 

         5    COMPARATIVE ADVANTAGE OF NEWSPAPERS VIS-A-VIS OTHER MEDIA LIES 

         6    IN HIGH DENSITY, LOCALIZED DISTRIBUTION"? 

         7    A.   I WROTE THAT AND -- AND I HAD IN MIND THE TYPICAL LOCAL -- 

         8    LOCALLY DIFFERENTIATED NEWSPAPER PRODUCT OF AMERICAN CITIES, 

         9    THAT'S CORRECT. 

        10    Q.   AND IN FACT -- AND IS IT ALSO TRUE THAT RELATIVE TO OTHER 

        11    MEDIA A NEWSPAPER IS MOST COST EFFECTIVE WHEN IT IS ABLE TO 

        12    DELIVER A LARGE PERCENTAGE OF THE POTENTIAL AUDIENCE IN ITS 

        13    LOCALIZED MARKET? 

        14    A.   THOSE ARE WORDS THAT I'VE WRITTEN AND THEY ARE CERTAINLY 

        15    TRUE. 

        16    Q.   AS A RESULT -- IS THIS TRUE, AS A RESULT SEGMENTATION OF 

        17    AUDIENCE BY THE AMERICAN PRESS IS ALMOST EXCLUSIVELY ON THE 

        18    BASIS OF LOCATION OF LOCAL COMMUNITY INTERESTS? 

        19    A.   SEGMENTATION OF READERSHIP AUDIENCE, THAT'S CORRECT. 

        20    Q.   THIS -- AND IS IT ALSO TRUE THAT THIS SEGMENTATION BY 

        21    LOCAL READERSHIP IS THE MOST PROFITABLE KIND OF AUDIENCE THAT A 

        22    NEWSPAPER CAN SELL TO ADVERTISERS IN COMPETITION WITH OTHER 

        23    MEDIA? 

        24    A.   THAT'S CERTAINLY BEEN HISTORICALLY TRUE IN THE UNITED 

        25    STATES. 


                                                                         1684
                                  ROSSE - CROSS / SHULMAN 


         1    Q.   AND IS IT ALSO TRUE THAT AMERICAN NEWSPAPERS HAVE ALWAYS 

         2    BEEN STRONGLY ORIENTED TO THEIR LOCAL COMMUNITIES, BOTH 

         3    AUDIENCE AND ADVERTISING COMMUNITIES? 

         4    A.   THAT'S CERTAINLY TRUE OF THE -- PARTICULARLY OF THE MIDDLE 

         5    SIZED TO SMALLER NEWSPAPERS.  THE LARGER, THE URBAN NEWSPAPERS, 

         6    HAVE BEEN A LITTLE MORE STRONGLY ORIENTED TOWARDS NATIONAL 

         7    ADVERTISING.  BUT, STILL, EVEN THEY ARE REGIONAL IN THEIR 

         8    DEFINITION AND LOCATION SPECIFIC. 

         9    Q.   WOULD YOU AGREE WITH THIS STATEMENT, "WITH VERY FEW 

        10    EXCEPTIONS THE AMERICAN PRESS IS A LOCAL PRESS"? 

        11    A.   IT'S DIFFERENTIATED BY LOCATION, YES, WHICH SIMPLY REPEATS 

        12    WHAT I SAID A FEW MINUTES AGO. 

        13    Q.   THE IMPORTANCE OF A GIVEN NEWSPAPER DERIVES NOT SO MUCH 

        14    FROM WHAT IT DOES ITSELF BUT WHERE IT HAPPENS TO BE LOCATED.  

        15    IS THAT TRUE? 

        16    A.   I DIDN'T CATCH THE BEGINNING OF THAT. 

        17    Q.   THE IMPORTANCE OF A GIVEN NEWSPAPER DERIVES NOT SO MUCH 

        18    FROM WHAT IT DOES ITSELF BUT WHERE IT HAPPENS TO BE LOCATED. 

        19    A.   THAT'S CERTAINLY AN IMPORTANT TRUTH.  THE NEWSPAPERS 

        20    LOCATED IN LARGER CITIES BECOME LARGER NEWSPAPERS, THAT IS, 

        21    DAILY NEWSPAPERS, AND ASSUME LARGER MARKETS SPREAD OUT OVER A 

        22    LARGER REGION, WHEREAS NEWSPAPERS IN SMALL MARKETS LOCATED 

        23    IN -- IN CITIES OF 40,000 POPULATION ARE GOING TO BE SMALL 

        24    NEWSPAPERS AND -- AND NOT -- AND NOT HAVE ANY CHANCE OF BEING 

        25    THE KIND OF A NEWSPAPER THAT A LARGE CITY NEWSPAPER CAN BE. 


                                                                         1685
                                  ROSSE - CROSS / SHULMAN 


         1               THE TRUTH OF THE MATTER IS THAT NEWSPAPER -- 

         2    NEWSPAPERS ARE SPECIFIC TO PARTICULAR REGIONS AND THEY -- AND 

         3    IF THEY ATTEMPT TO GROW BEYOND THOSE REGIONS, THEY'RE NOT VERY 

         4    SUCCESSFUL. 

         5    Q.   THE SAN FRANCISCO CHRONICLE AND EXAMINER HAPPEN TO BE MORE 

         6    INFLUENTIAL AND IMPORTANT THAN THE PALO ALTO TIMES AND THE SAN 

         7    JOSE MERCURY NEWS BECAUSE THEY ARE LOCATED AT THE CENTER OF A 

         8    LARGER LOCAL COMMUNITY THAN ARE THE OTHERS.  IS THAT TRUE? 

         9    A.   WELL, IT'S NO LONGER TRUE BECAUSE THE PALO ALTO TIMES NO 

        10    LONGER EXISTS.  BUT EXCEPT FOR THAT, YES, THAT'S TRUE. 

        11    Q.   WELL, IT WAS TRUE WHEN YOU WROTE IT, RIGHT? 

        12    A.   IT WAS TRUE WHEN I WROTE IT. 

        13    Q.   IS IT TRUE THAT BECAUSE SAN FRANCISCO IS A LARGER 

        14    COMMUNITY, THE CHRONICLE AND EXAMINER HAVE LARGER CIRCULATION? 

        15    A.   YES. 

        16               JUST OUT OF CURIOSITY, I DON'T REMEMBER WHEN I WROTE 

        17    ALL OF THOSE THINGS.  I'M KIND OF CURIOUS. 

        18    Q.   WELL, I WILL HELP YOU OUT. 

        19               THIS WAS FOR THE PROCEEDINGS OF THE SYMPOSIUM ON 

        20    MEDIA CONCENTRATION, BUREAU OF COMPETITION, FTC, IT LOOKS LIKE, 

        21    DECEMBER OF 1979. 

        22    A.   '79, WAS IT?  I THOUGHT IT WAS '78. 

        23    Q.   YES. 

        24    A.   OKAY.  THAT PLACES IT. 

        25    Q.   RIGHT. 


                                                                         1686
                                  ROSSE - CROSS / SHULMAN 


         1    A.   IT'S AMAZING HOW SOME THINGS REMAIN TRUE FOR SO LONG. 

         2    Q.   RIGHT. 

         3               HOW ABOUT THIS?  NEWSPAPER PUBLICATIONS, EDITORS AND 

         4    MANAGERS HAVE BEEN HYPNOTIZED BY THEIR OWN WORDS INTO THINKING 

         5    THAT THEY HAVE SOME SPECIAL PLACE IN THE MARKETPLACE.  FOR THIS 

         6    AND OTHER REASONS THE USUAL APPROACH OF NEWSPAPERS TO THE 

         7    BUSINESS OF MANAGEMENT IS POSITIVELY ANTEDILUVIAN. 

         8               DO YOU BELIEVE THAT? 

         9    A.   IT WAS CERTAINLY TRUE AT THAT TIME.  I THINK IT'S MUCH 

        10    LESS TRUE TODAY.  I THINK PARTLY AS A RESULT OF SOME OF THE 

        11    WORK THAT I HAVE DONE OVER THE YEARS BUT MORE IMPORTANTLY 

        12    BECAUSE OF CHANGES IN THE MARKETPLACE, PEOPLE HAVE HAD TO WAKE 

        13    UP AND REALIZE THAT DOING IT THE OLD WAY DOESN'T WORK ANYMORE. 

        14    Q.   WELL, AND ISN'T IT TRUE THAT THE THING THAT MAINLY NEEDS 

        15    TO BE DONE IS TO GET THE INDUSTRY TO THINK OF ITSELF AS A 

        16    VIGOROUS COMPETITOR RATHER THAN AS A SACRED COW? 

        17    A.   THOSE ARE CERTAINLY WORDS THAT I UTTERED.  I GUESS I WOULD 

        18    EVEN STILL UTTER THEM.  HOWEVER, I THINK THEY HAVE GOTTEN OVER 

        19    THE SACRED COW PHASE PRETTY MUCH. 

        20               (CONTINUED ON NEXT PAGE - NOTHING OMITTED.) 

        21    

        22    

        23    

        24    

        25    


                                                                         1687
                                  ROSSE - CROSS / SHULMAN 


         1    Q.   LET ME ASK YOU SOME QUESTIONS ABOUT YOUR VIEWS ON 

         2    MR. FANG. 

         3               IS IT CORRECT THAT IF MR. FANG GETS THE EXAMINER, 

         4    YOU DON'T THINK HE'S GOT A CHANCE -- 

         5    A.   NO, I THINK -- 

         6    Q.   -- IF HE TRIES TO PRODUCE A NEWSPAPER WHICH ATTEMPTS TO 

         7    DUPLICATE THE ADVERTISING AND CIRCULATION CHARACTERISTICS OF 

         8    THE CHRONICLE; ISN'T THAT CORRECT? 

         9    A.   I DON'T THINK THERE'S ANY CHANCE IN THE WORLD HE COULD 

        10    CREATE THAT KIND OF A PRODUCT. 

        11    Q.   THAT'S RIGHT, NO CHANCE IN THE WORLD; RIGHT? 

        12    A.   YES. 

        13    Q.   OKAY.  IF HE TRIES TO DO THAT, HE SIMPLY WILL NOT HAVE A 

        14    LARGE ENOUGH NEWSPAPER AND THE ECONOMIES OF SCALE WILL MAKE IT 

        15    VERY, VERY DIFFICULT FOR HIM TO SURVIVE WITH THAT KIND OF 

        16    PAPER; ISN'T THAT TRUE? 

        17    A.   THOSE SOUND LIKE WORDS I'VE WRITTEN. 

        18    Q.   YOU SAID THEM IN YOUR DEPOSITION. 

        19    A.   DID I?  OKAY. 

        20               THE COURT:  AND I GATHER YOU STILL AGREE WITH THEM? 

        21               THE WITNESS:  I STILL AGREE WITH THEM, YES. 

        22    BY MR. SHULMAN: 

        23    Q.   OKAY.  IF MR. FANG WERE TO TRY TO PRODUCE THE SAME NUMBER 

        24    OF PAGES, THE SAME AMOUNT OF NEWS, THE DEPTH OF NEWS COVERAGE 

        25    OF THE PRESENT EXAMINER, HE COULDN'T AFFORD TO AND HE WOULD NOT 


                                                                         1688
                                  ROSSE - CROSS / SHULMAN 


         1    BE ABLE TO HIRE THAT MANY PEOPLE IN HIS NEWSROOM; RIGHT? 

         2    A.   I DON'T BELIEVE HE COULD. 

         3    Q.   AND YOU KNOW THAT IT IS THE ANNOUNCED INTENTION OF 

         4    MR. FANG TO SPEND 15 TO $25 MILLION A YEAR FOR THIS NEWSPAPER, 

         5    RIGHT, AS A BUDGET? 

         6    A.   I UNDERSTAND THAT'S THE AMOUNT THAT IS AVAILABLE IN THE 

         7    FORM OF A SUBSIDY.  I DON'T HAVE ANY CLEAR VIEW OF WHAT 

         8    MR. FANG'S BUSINESS PLAN IS. 

         9    Q.   WELL, YOU'VE READ HIS TESTIMONY, HAVEN'T YOU, HIS 

        10    DEPOSITION? 

        11    A.   I THINK I HAVE, BUT I DON'T REMEMBER FOR SURE. 

        12    Q.   OKAY. 

        13    A.   I THINK I -- I'M SURE I READ IT.  WHETHER ANY OF IT STUCK 

        14    OR NOT IS ANOTHER MATTER. 

        15               MR. SHULMAN:  WELL, LET ME, IF I CAN REFRESH THE 

        16    WITNESS' RECOLLECTION WITH HIS DEPOSITION. 

        17               THE COURT:  VERY WELL. 

        18               MR. SHULMAN:  I CAN GIVE YOUR HONOR...  THIS IS THE 

        19    WITNESS' DEPOSITION. 

        20               THE COURT:  OH, THIS IS THE WITNESS' DEPOSITION? 

        21               MR. SHULMAN:  YES. 

        22               THE COURT:  ALL RIGHT. 

        23               MR. SHULMAN:  MAY I APPROACH THE -- 

        24               THE COURT:  YES, YOU MAY. 

        25               MR. CONNELL:  THIS IS DR. ROSSE'S DEPOSITION YOU'RE 


                                                                         1689
                                  ROSSE - CROSS / SHULMAN 


         1    SHOWING TO HIM? 

         2               THE COURT:  YES. 

         3               MR. SHULMAN:  YES. 

         4               MR. CONNELL:  OH. 

         5                        (PAUSE IN PROCEEDINGS.) 

         6    BY MR. SHULMAN: 

         7    Q.   DR. ROSSE, IF YOU'LL LOOK AT PAGE 33, LINE 17. 

         8    A.   (WITNESS EXAMINES DOCUMENT.) 

         9    Q.                      "Q.  OKAY.  HAVE YOU READ MR. FANG'S  

        10               DEPOSITION? 

        11                   "A.  YES, I HAVE." 

        12               YOU HAVE READ IT; RIGHT? 

        13    A.   YES. 

        14    Q.                      "Q.  ARE YOU FAMILIAR WITH HIS  

        15               TESTIMONY THAT HE PLANS TO -- THAT HIS BUDGET 

        16               FOR THE PAPER IS BETWEEN 15 AND $25 MILLION A 

        17               YEAR? 

        18                   "A.  YES.  I HAVE READ THAT, YES." 

        19    A.   YES, I HAVE READ THAT. 

        20    Q.   OKAY.  SO YOU WERE AWARE OF THAT; RIGHT? 

        21    A.   YEAH. 

        22    Q.   SO YOU KNOW THAT IN TERMS OF DEPTH OF REPORTING AND DEPTH 

        23    OF FEATURES, MR. FANG SIMPLY DOESN'T HAVE THE RESOURCES 

        24    AVAILABLE TO COMPETE WITH THE CHRONICLE; ISN'T THAT RIGHT? 

        25    A.   WELL, NOT TO COMPETE HEAD ON.  THERE ARE ENOUGH RESOURCES 


                                                                         1690
                                  ROSSE - CROSS / SHULMAN 


         1    THERE TO PRODUCE A -- PRODUCE A NEWSPAPER, A DAILY NEWSPAPER.  

         2    IN MY TESTIMONY I LIKENED IT, FOR INSTANCE, TO ONE OF FREEDOM'S 

         3    NEWSPAPERS OF ABOUT 50,000 CIRCULATION THAT'S PRODUCED FOR 

         4    SIGNIFICANTLY LESS MONEY THAN THAT, AND IS AN INTERESTING PAPER 

         5    TO READ.   

         6               IT'S CERTAINLY NOT OF THE SAME DEPTH AND CALIBER AS 

         7    THE EXAMINER -- AS THE CHRONICLE, I MEAN; BUT THE TRUTH OF THE 

         8    MATTER IS FOR 15 TO $25 MILLION A YEAR, YOU CAN PRODUCE A 

         9    50,000 CIRCULATION NEWSPAPER, WHICH I THINK IS WHAT HE WAS 

        10    AIMING TO DO. 

        11    Q.   WELL, YOU KNOW THAT IF HE TRIES TO PRODUCE A PAPER THAT 

        12    WILL RESEMBLE WHAT'S CURRENTLY PUBLISHED AS THE EXAMINER, IN 

        13    TERMS OF DEPTH OF REPORTING AND DEPTH OF FEATURES, HE SIMPLY 

        14    WON'T HAVE THE RESOURCES AVAILABLE; ISN'T THAT RIGHT? 

        15    A.   HE WILL NOT. 

        16               MR. CONNELL:  ASKED AND ANSWERED. 

        17               THE COURT:  OVERRULED. 

        18               THE WITNESS:  WAS THERE AN OBJECTION? 

        19               THE COURT:  THERE WAS AN OBJECTION.  IT WAS 

        20    OVERRULED. 

        21               THE WITNESS:  OKAY.  NO, HE WON'T HAVE THE RESOURCES 

        22    TO DO THAT.  HE CAN PRODUCE A PAPER THAT LOOKS -- MAY EVEN BE 

        23    PRETTIER THAN THE EXAMINER BECAUSE HE HAS ACCESS TO TECHNOLOGY 

        24    AT A SCALE THAT MAKES IT POSSIBLE FOR HIM TO DO SOME THINGS 

        25    THAT THE EXAMINER FINDS IT DIFFICULT TO DO; BUT WHEN IT COMES 


                                                                         1691
                                  ROSSE - CROSS / SHULMAN 


         1    TO DEPTH OF REPORTING AND TO EXTENSION OF -- EXTENT OF 

         2    REPORTING, HE SIMPLY WILL NOT HAVE THOSE RESOURCES. 

         3    BY MR. SHULMAN: 

         4    Q.   OKAY.  SO IF MR. FANG SUCCEEDS, IN YOUR VIEW IT'S NOT 

         5    GOING TO BE BY COMPETING WITH THE CHRONICLE? 

         6    A.   THE SHORT ANSWER TO THAT IS HE WILL NOT BE A DIRECT 

         7    FACE-TO-FACE COMPETITOR.  HE WILL BE ANOTHER COMPETITOR WITHIN 

         8    THE MARKETPLACE THAT WILL NEED TO FIND A NICHE AND IT WILL NEED 

         9    TO FIND THAT NICHE BY TAKING SOME BITS AND PIECES OF THE MARKET 

        10    FROM WHEREVER IT CAN FIND IT, AND IT MAY BE SOME COMPETITION 

        11    FOR THE CHRONICLE BUT IT'S NOT GOING TO BE A VERY BIG OR MAJOR 

        12    COMPETITOR. 

        13    Q.   RIGHT.  IF HE'S GOING TO SURVIVE, HE'S GOING TO HAVE TO 

        14    FIND SOME NICHE TO GET INTO BECAUSE HE'S NOT GOING TO SURVIVE 

        15    BY COMPETING WITH THE CHRONICLE; ISN'T THAT RIGHT? 

        16    A.   THAT'S CORRECT.  THAT'S TRUE. 

        17    Q.   I THINK YOU'VE SAID EARLIER THAT IN YOUR OPINION THERE 

        18    WERE LOW BARRIERS TO ENTRY INTO THE NEWSPAPER BUSINESS. 

        19    A.   CORRECT. 

        20    Q.   YOU'RE FAMILIAR -- 

        21    A.   WHAT I SAID ACTUALLY WAS THAT THE BARRIERS HAVE LOWERED AS 

        22    A RESULT OF NEW TECHNOLOGIES THAT ARE LESS NOW THAN THEY USED 

        23    TO BE. 

        24    Q.   WELL, YOU'RE FAMILIAR WITH -- OF COURSE, YOU'RE FAMILIAR 

        25    WITH THE ECONOMISTS, INC.'S, STUDIES.  THAT'S EXHIBIT 94; 


                                                                         1692
                                  ROSSE - CROSS / SHULMAN 


         1    RIGHT? 

         2    A.   THAT'S THE -- YES. 

         3                        (PAUSE IN PROCEEDINGS.) 

         4    BY MR. SHULMAN: 

         5    Q.   AND ARE YOU ALSO FAMILIAR WITH THE RESPONSES TO 

         6    INTERROGATORIES THAT HEARST MADE TO THE DEPARTMENT OF JUSTICE? 

         7    A.   I'M NOT SURE THAT I'VE SEEN THOSE.  I DON'T RECALL THEM AS 

         8    I SIT HERE. 

         9    Q.   OKAY.  WELL -- 

        10               THE COURT:  THOSE ARE EXHIBIT WHAT, MR. -- 

        11               MR. SHULMAN:  16. 

        12               THE COURT:  16? 

        13               MR. SHULMAN:  YES. 

        14                        (PAUSE IN PROCEEDINGS.) 

        15    BY MR. SHULMAN: 

        16    Q.   WELL, AS A GENERAL PROPOSITION, IS IT TRUE THAT YOU DO NOT 

        17    BELIEVE THAT ENTRY INTO THE METROPOLITAN DAILY NEWSPAPER 

        18    BUSINESS IN THE CITY OF SAN FRANCISCO IN DIRECT COMPETITION 

        19    WITH THE SAN FRANCISCO CHRONICLE AND EXAMINER NEWSPAPERS OR THE 

        20    CHRONICLE ALONE IS EITHER ECONOMICALLY FEASIBLE OR RATIONAL 

        21    BUSINESS BEHAVIOR?  YOU AGREE WITH THAT; DON'T YOU? 

        22    A.   I CERTAINLY AGREE WITH THAT. 

        23               THE COURT:  MR. SHULMAN, WE'RE GOING TO HAVE TO 

        24    BREAK OFF HERE IN A FEW MINUTES FOR OTHER MATTERS. 

        25               MR. SHULMAN:  OKAY. 


                                                                         1693
                                  ROSSE - CROSS / SHULMAN 


         1               THE COURT:  SO WHEN YOU REACH A CONVENIENT BREAK -- 

         2               MR. SHULMAN:  THIS IS FINE, YOUR HONOR. 

         3               THE COURT:  -- BREAKING POINT, WHY, WE CAN RECESS 

         4    FOR TODAY AND WE'LL HAVE TO RESUME TOMORROW MORNING WITH 

         5    MR. ROSSE'S TESTIMONY. 

         6               COUNSEL, I ASKED A COUPLE OF QUESTIONS ABOUT 

         7    SCHEDULES AND TIMING AND SO FORTH.  UNLESS YOU'RE PREPARED TO 

         8    ANSWER THOSE QUESTIONS RIGHT NOW, CAN WE TALK ABOUT THOSE IN 

         9    THE MORNING? 

        10               MR. SHULMAN:  I'M PREPARED. 

        11               MR. ALIOTO:  NO, THE JUDGE SAID IN THE MORNING. 

        12               MR. SHULMAN:  OH. 

        13               MR. ALIOTO:  NOW, YOUR HONOR, DID YOU SAY? 

        14               MR. SHULMAN:  I CAN DO IT NOW. 

        15               MR. HALLING:  IT WOULD BE USEFUL IF WE COULD CONFER.  

        16    WE'VE HAD NO OCCASION SINCE YOU RAISED IT. 

        17               THE COURT:  I THINK IT PROBABLY WOULD BE BETTER IF 

        18    YOU PUT YOUR HEADS TOGETHER. 

        19               MR. HALLING:  RIGHT. 

        20               THE COURT:  AND YOU MIGHT ACTUALLY AGREE ON SOME 

        21    THINGS. 

        22               MR. SHULMAN:  I ONLY HAVE TO CONFER WITH MYSELF, SO 

        23    I'M ALL RIGHT. 

        24               THE COURT:  WELL, I'M SURE YOU'LL WANT TO CONFER 

        25    WITH YOUR COLLEAGUES IF YOU POSSIBLY CAN, MR. SHULMAN. 


                                                                         1694
                                  ROSSE - CROSS / SHULMAN 


         1               MR. SHULMAN:  ALL RIGHT. 

         2               THE COURT:  ALL RIGHT.  IS THERE ANYTHING THAT WE 

         3    NEED TO DEAL WITH BEFORE WE RECESS FOR THE DAY? 

         4               MR. HALLING:  ONE SMALL MATTER, YOUR HONOR. 

         5               THE COURT:  YES. 

         6               MR. HALLING:  WE HAVE A DEPOSITION DESIGNATION AS 

         7    PART OF OUR CASE THAT'S JAMES RUTHERFORD.  BOTH SIDES HAVE 

         8    AGREED ON THE DESIGNATION AND THEY'RE PRESENTED IN AN EXHIBIT 

         9    H-1192, AND I WOULD LIKE TO OFFER THAT.  IT'S THE DESIGNATIONS 

        10    OF BOTH PLAINTIFFS AND DEFENDANTS. 

        11               THE COURT:  LET'S SEE, WHO IS MR. RUTHERFORD? 

        12               MR. HALLING:  HE WAS THE VERONIS SUHLER PERSON -- 

        13               THE COURT:  OH, YES. 

        14               MR. HALLING:  -- THAT WAS INVOLVED IN THE SALE 

        15    PROCESS. 

        16               THE COURT:  AND HIS ENTIRE DEPOSITION IS BEING 

        17    OFFERED? 

        18               MR. HALLING:  NO, IT'S EXCERPTS BUT THEY'RE MARKED. 

        19               THE COURT:  IN THE SAME WAY THAT THE EXCERPTS FROM 

        20    THE OTHER DEPOSITION WERE MARKED? 

        21               MR. HALLING:  YES, YOUR HONOR. 

        22               THE COURT:  ALL RIGHT.  VERY WELL.  1192 WILL BE 

        23    ADMITTED PURSUANT TO STIPULATION. 

        24               MR. CONNELL:  YOUR HONOR, MAY I ASK ONE QUESTION OF 

        25    THE COURT? 


                                                                         1695
                                  ROSSE - CROSS / SHULMAN 


         1               THE COURT:  YES. 

         2               MR. CONNELL:  ASSUMING WHATEVER YOU WANT TO ASSUME, 

         3    IF THIS CASE IS NOT OVER ON FRIDAY, IS YOUR HONOR PREPARED TO 

         4    TAKE THIS CASE ON MONDAY? 

         5               THE COURT:  YES. 

         6               MR. CONNELL:  THANK YOU, SIR. 

         7               THE COURT:  YES.  NO, I THINK -- I THINK WE OUGHT TO 

         8    FINISH THIS CASE.  NOW, THAT MAY INVOLVE A DELAY OF A CRIMINAL 

         9    PROCEEDING, AND THAT'S PRETTY UNUSUAL; BUT IF WE'RE NOT 

        10    COMPLETED ON FRIDAY, I SUSPECT WE'LL BE PRETTY CLOSE TO 

        11    COMPLETED. 

        12               MR. ALIOTO:  YES. 

        13               MR. HALLING:  YES, YOUR HONOR. 

        14               THE COURT:  I'LL ASK FOR FURTHER CONFIRMATION OF 

        15    THAT IN THE MORNING.  ACTUALLY THAT MIGHT AFFECT MY DECISION.  

        16    IF WE'RE NOT CLOSE TO BEING COMPLETED BY THE CLOSE OF TESTIMONY 

        17    TOMORROW, THEN MAYBE WE WILL HAVE TO RECESS AND I'LL HAVE TO 

        18    TAKE THE CRIMINAL CASE.  THE CRIMINAL CASE IS, AFTER ALL, 

        19    SUBJECT TO THE SPEEDY TRIAL ACT AND THERE ARE LIMITATIONS ON 

        20    HOW MUCH WE CAN CONTINUE THAT CASE.   

        21               AND ONE OF THE LAWYERS IN THAT CRIMINAL CASE HAS A 

        22    DEATH PENALTY CASE STARTING I BELIEVE IN EARLY JUNE.  I BELIEVE 

        23    RIGHT IF NOT THE FIRST OF JUNE VERY CLOSE TO THE FIRST OF JUNE, 

        24    AND SO HE NEEDS TO GET THIS CASE OUT OF THE WAY.  SO I 

        25    CERTAINLY OWE HIM THE COURTESY OF ATTEMPTING TO TRY HIS CASE 


                                                                         1696
                                  ROSSE - CROSS / SHULMAN 


         1    HERE SO THAT HE CAN GET ON WITH HIS OTHER CASE. 

         2               SO THOSE ARE THE CONSIDERATIONS THAT I'M TRYING TO 

         3    ACCOMMODATE. 

         4               MR. ALIOTO:  YOUR HONOR, I JUST HAVE ONE MATTER.  MY 

         5    DAUGHTER IS GETTING MARRIED THIS WEEKEND AND I'M INSTRUCTED BY 

         6    VERY HIGH AUTHORITY TO REMOVE MYSELF TOMORROW ABOUT 4:00 

         7    O'CLOCK, AND I'D LIKE TO HAVE PERMISSION FROM THE COURT TO BE 

         8    ABLE TO LEAVE THE COURTROOM TOMORROW AT ABOUT 3:30, 4:00 

         9    O'CLOCK. 

        10               THE COURT:  THAT WILL BE FINE AND I TRUST YOU WILL 

        11    CONVEY THE COURT'S BEST WISHES TO THE BRIDE. 

        12               MR. ALIOTO:  I CERTAINLY WILL, YOUR HONOR.  THANK 

        13    YOU VERY MUCH. 

        14               THE COURT:  VERY WELL.  ANYTHING FURTHER? 

        15                             (NO RESPONSE) 

        16               THE COURT:  VERY WELL.  SEE YOU TOMORROW AT 8:30.   

        17               (WHEREUPON PROCEEDINGS ADJOURNED AT 2:57 P.M.)   

        18    

        19    

        20    

        21    

        22    

        23    

        24    

        25    



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