Attachment Transfer

This document pretains to ITC-ASG-20050405-00140 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2005040500140_434073

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, DC 20554 In the Matter of ) ) The S&A Telephone Co. Inc. ) Mid-South Telecommunications Company ) Charitable Remainder Unitrust ) ) and ) ) File No. _______________ Eastern Kansas Holdings, Inc. ) ) ) Application for Authorization Pursuant to ) Section 214 of the Communications Act of 1934, ) as Amended, for Transfer of Control ) APPLICATION FOR TRANSFER OF CONTROL Eastern Kansas Holdings, Inc., (“Holdings” or “Transferee”) and S & A Telephone Company, Inc., Mid-South Telecommunications Company Charitable Remainder Unitrust (“Mid-South” or “Transferors”) (collectively the “Applicants”), by their undersigned counsel, and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (the “Act”), and Section 63.04 of the rules of the Federal Communications Commission (“FCC” or the “Commission”), 47 C.F.R. § 63.04, hereby request authority to transfer control of S & A from Mid-South to Eastern Kansas Holdings. As described in this application, Transferors have agreed to a Stock Purchase Agreement under which S & A will continue to provide service to its customers upon completion of the transaction.

Pursuant to Section 63.04(a) of the Commission’s rules, the Applicants provide the following information in support of this transaction: (1) Applicants’ Name, Address and Telephone Number Transferors: S & A Telephone Company, Inc. P. O. Box 68 Allen, KS 66833-0068 Telephone: 620 528 3223 Facsimile: 620 528 3226 Mid-South Telecommunications Company Charitable Remainder Unitrust 3335 W. Alabama, Suite 1160 Houston, TX 77098 Telephone 713 223 8330 Facsimile 713 223 8520 Transferee: Eastern Kansas Holdings, Inc. C/O American Broadband Communications LLC Attention: William H. Tucker, Chairman 1734 Denton Court Crofton, MD 21114 Telephone: 410 451-3578 Facsimile: 410 451 2210 (2) State of Organization (a) S & A Telephone Company, Inc. is a Kansas corporation. (b) Mid-South Telecommunications Company Charitable Remainder Unitrust is a trust established pursuant to a trust agreement dated July 1, 1991 with principal office in Houston, Texas. (d) Eastern Kansas Holdings, Inc. is a corporation organized under the laws of the State of North Carolina. (3) Contact Information All correspondence, notices and inquiries regarding this transaction should be addressed to: Transferor: Michael L. Patrick P.O. Box 68 Allen, KS 66833-0068 2

Telephone: 620 528 3223 Facsimile: 620 528 3226 Transferee: William H. Tucker, Eastern Kansas Holdings, Inc. C/O American Broadband Communications, LLC 1734 Denton Court Crofton, Md 21114 Telephone: 410 451 3578 Facsimile: 410 451 2210 Copies of all correspondence, notices, and inquiries should also be addressed to: David Cosson Kraskin, Moorman & Cosson, LLC 2120 L Street, NW, Suite 520 Washington, DC 20037 Telephone: (202) 296-8890 Facsimile: (202) 296-8893 David L. Nace Lukas, Nace, Gutierrez & Sachs, Chtd. 1650 Tysons Blvd., Suite 1500 McLean, VA 22102 Telephone: 703 584 8661 Facsimile: 703 584 8695 Barney Stewart III Thomas H. O’Donnell Moore & Van Allen, PLLC 100 North Tryon St., Suite 4700 Charlotte, NC 28202 Telephone: 704 331 1000 Facsimile: 704 339 5842 W. Michael Stephens 3335 W. Alabama, Suite 1160 Houston, TX 77098 Telephone: 713 223 8330 Facsimile: 713 223 8520 3

(4) Ten percent (10%) Equity Shareholders S & A Telephone Company, Inc.: Mid-South Telecommunications Company Charitable Remainder Unitrust 1 Principal Business: Telecommunications Percent Ownership: 100% Mid-South Telecommunications Harry E. Bovay, Jr. Foundation2 Company Charitable Remainder Unitrust: Principal Business: Charity Percent Ownership: 100% Eastern Kansas : American Broadband Communications LLC (“ABB LLC”) Holdings, Inc. Citizenship: United States Principal Business: Telecommunications Percent Ownership: 49% Signal Equity Partners II, LP Citizenship: United States Principal Business: Telecommunications Percent Ownership: 51% American Broadband Communications, Inc., a sister company to ABB LLC, has a 40% interest in American Georgetown, Inc., which, in turn, owns 100% of Georgetown Telephone Company, an Incumbent Local Exchange Carrier in Mississippi. Signal Equity Partners, II, L.P. owns the remaining 60% of American Georgetown. American Broadband Communications, Inc.. has a 49% interest in Northwest Missouri Holdings, Inc., which, in turn, owns 100% of Oregon Farmers Mutual Telephone Company, an Incumbent Local Exchange Carrier in Missouri. Signal Equity Partners, II, L.P. owns the remaining 51% of Northwest Missouri Holdings, Inc. American Broadband Communications, LLC and Signal Equity Partners II, L.P. have an agreement to purchase the Pymatuning Independent Telephone Company, an Incumbent Local Exchange Carrier in Pennsylvania. American Broadband Communications, Inc. 10% Owners: William H. Tucker 57% Citizenship: US Residence: Maryland 1 The directors of the Foundation are Harry E. Bovay, Jr., Chairman, Peggy Larkin Kelly, Michael L. Patrick,, W. Michael Stephens, and C. Travis Taylor, Jr., all U.S. citizens. 2 At termination on June 30, 2011, the corpus of the trust will pass to the foundation 4

Principle Business: Telecommunications Patrick L. Eudy 35% Citizenship: US Residence: North Carolina 60% Owner of Dialog Telecommunications, a Competitive Local Exchange Carrier operating in Kentucky, Mississippi and North Carolina American Broadband Communications, LLC. 10% Owners: William H. Tucker 50% Citizenship: US Residence: Maryland Principle Business: Telecommunications Patrick L. Eudy 47.5% Citizenship: US Residence: North Carolina 60% Owner of Dialog Telecommunications, a Competitive Local Exchange Carrier operating in Kentucky, Mississippi and North Carolina Signal Equity Partners II, L.P. General Partner Signal Equity Advisors II, LLC, (2.94%) Signal Equity Advisors II, LLC 10% Owners Timothy P. Bradley 23.3% Brooklyn, N.Y. Citizenship, U.S. Alfred J. Puchala, Jr. 22.3% Westport, CT Citizenship, U.S. Christian Nolen 19.6% Watertown, MA Citizenship, U.S. Malcolm C. Nolen 19.6% New York, NY Citizenship, U.S. Charles T. Lake II 11.2% 5

New York, NY Citizenship, U.S. 10% Limited Partners Garden House, LLC 58.9% New York, NY Garden House, LLC 10% Owner Eliot Nolen, New York, NY, U.S. citizen, owns approximately 95% of Garden House and does not own or control other communications businesses. Eurazeo 23.5% Paris, France Eurazeo indirectly owns 15.2% of Eutelsat that it holds through a 66% interest in BlueBirds, which has a 23% interest in Eutelsat.3 Eutelsat provides communications services in Europe and the Indian Ocean region. Eurazeo also owns a 11% interest in Distacom, which owns companies providing mobile telephone service in Hong Kong and India Burden Direct Investment Fund III 11.76% New York, NY Does not own or control other communications businesses (5) Certification Pursuant to Rules 1.2001-1.2003 Applicants hereby certify, pursuant to 47 C.F.R. §§ 1.2001-1.2003, that to the best of their knowledge, information, and belief, no party to the application is subject to denial of federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 862. (6) Description of Transaction The Applicants have entered into a Stock Purchase Agreement which describes a transaction by which Eastern Kansas Holdings, Inc. Inc., as assignee of American Broadband 3 See, http://www.eurazeo.com/gb/investissement/investissements_type.htm 6

Communications, LLC, will acquire all of the issued and outstanding capital stock of S & A Telephone Company, Inc. Upon closing of the transaction, S & A Telephone Company will continue to provide local and long distance telephone service to its current subscribers. (7) Geographic Description S & A Telephone Company, Inc. is an independent incumbent local exchange carrier providing local exchange, exchange access service, and long distance service to subscribers in two exchanges in and around Allen and Scranton, Kansas. (8) Streamlined Treatment The Applicants request streamlined treatment for this application which qualifies for streamlining under Sections 63.03 of the Commission’s rules. The application is entitled to a presumption of applicability of the streamlined procedures pursuant to Sections 63.03(b)(2)(ii) and (iii). At the close of the transaction Eastern Kansas Holdings, Inc., together with all of its affiliates, will have a less than 10% share of the interstate, interexchange market. With respect to Section 63.03(b)(2)(ii), Dialog Telecommunications, a non-dominant carrier provides services exclusively outside the geographic area where the dominant carrier, S & A Telephone Company is dominant. With respect to Section 63.03(b)(2)(ii), the applicant and Eastern Kansas Holdings, Inc.’s affiliates Georgetown Telephone Company and Oregon Farmers Mutual Telephone Company (and future affiliate, Pymatuning Telco) have fewer than two (2) percent of the nation’s subscriber lines and there are no overlapping or adjacent service areas. There are no requests for waivers associated with this application. (9) Other Related Applications Before the Commission 7

Applicants have filed application for Transfer of Control of IG radio license KNDU 915 and will apply for Transfer of Control for the International Section 214 Authority. (10) Statement of Imminent Business Failure Not applicable. (11) Separately Filed Waiver Requests None (12) Public Interest Statement Upon completion of the stock purchase S & A Telephone Company will continue to provide high quality, modern local exchange, exchange access and long distance service to its current subscribers in a manner that will be transparent to them. S & A Telephone Company will be financially stronger, however, through affiliation with a larger organization with greater resources. Eastern Kansas Holdings, Inc. intends to expand DSL to 100% of the subscribers within three years and to construct a fiber ring for increased reliability. Conclusion. For the foregoing reasons, Applicants respectfully request that the Commission promptly grant this Application. Respectfully Submitted, S & A Telephone Company, Inc. Mid-South Telecommunications Company Charitable Remainder Unitrust By W. Michael Stephens 3355 W. Alabama, Suite 1160 Houston, TX 77098 8

Eastern Kansas Holdings, Inc. By David Cosson KRASKIN, MOORMAN & COSSON, LLC 2120 L Street, NW, Suite 520 Washington, DC 20037 March 28, 2005 9



Document Created: 2005-05-26 10:40:05
Document Modified: 2005-05-26 10:40:05
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