We have revised the Schedule 14A to address the Staff’s concerns and to reflect the change in the arrangement between the Company and FrontFour regarding the mechanics of the cumulative voting at the Annual Meeting. Specifically, we have revised the Schedule 14A to explain that (i) if Anthony B. Cassara is among the four directors elected at the Annual Meeting, he will serve as a Class I director and (ii) if Mr. Cassara is not elected at the Annual Meeting, then the nominee with the fourth highest number of “FOR” votes, whether a nominee of the Company or of FrontFour, will serve as a Class I director. For example, if Mr. Cassara is not one of the four directors elected at the Annual Meeting and a FrontFour nominee is elected with the fourth highest number of “FOR” votes, then such FrontFour nominee will serve as a Class I director.
| 2. | We partially reissue prior comment 12. The materials you provided indicate a variance in size of the companies you assert are Fisher competitors. Please supplementally provide us with the basis for your conclusions that the companies you cite to are competitors and advise us of whether consideration was given to adjustments for relative size differentials between the companies being compared. Also, the materials you provided do not appear to demonstrate support for your belief that Fisher’s assets could generate enhanced margins and substantial cash flows. Please remove the assertion or provide support. |
We acknowledge the Staff’s comment regarding prior comment 12 relating to the assertion that “Fisher’s broadcast cash flow margins continue to trail the BCF margins of its competitors”. As for Belo Corp., the reason FrontFour initially selected them as a competitor is because they own the NBC affiliate in Seattle and Portland. Also, supplementally, we have provided additional support for the assertion that “Fisher’s broadcast cash flow margins continue to trail the BCF margins of its competitors”. Please make reference to the attached excerpt from the Company’s Q4 2006 Conference Call, specifically where Ms. Colleen Brown, Fisher’s President and CEO, states the following in response to a question:
“What I was referring to is typically you see 35 to 38, 39% margin in our business. And that is a very typical number and actually I believe that will be averaged to last year in that range in the industry. We obviously have room for growth, and we are shooting to be better than average but that doesn’t mean we will immediately get there. We are working to improve our performance and it is our goal to improve our margin.”
We believe this statement from the President and CEO provides additional support for FrontFour’s statement regarding Fisher’s BCF margins.
We have removed the assertion relating to “enhanced margins and substantial cash flows.”
| 3. | Refer to Item 6 (c)4 of Schedule 14A. It would appear that you are seeking discretionary authority to cumulate votes. If you are soliciting for such authority, revise to so state and include this as a separate matter for approval on the form of proxy card. |
We have revised the form of proxy card to address the Staff’s concerns.
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In connection with responding to the Staff’s comments, a certificate signed by each of the participants containing the three acknowledgments requested by the Staff is attached hereto.
The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.
Sincerely,
/s/ Steve Wolosky
Steve Wolosky
Enclosures
ACKNOWLEDGMENT
The undersigned, FrontFour Master Fund, Ltd. (“FrontFour”), acknowledges that in connection with responding to comments from the Securities and Exchange Commission (the “Commission”) and Commission Staff, (a) FrontFour is responsible for the adequacy and accuracy of the disclosure in the above referenced filing; (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above referenced filing; and (c) FrontFour may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, |
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| FRONTFOUR MASTER FUND, LTD. |
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| By: | /s/ David A. Lorber |
| Name: | David A. Lorber |
| Title: | Authorized Signatory |
