Attachment Attachment 2

This document pretains to ITC-STA-20170317-00040 for Special Temporal Authority on a International Telecommunications filing.

IBFS_ITCSTA2017031700040_1201534

                                                                    Section 214 Application for
                                                                  Special Temporary Authority
                                                                                 Attachment 2
                                                                                   Page 1 of 3




                                 LigTel Communications, Inc.

Question 15: [Section 63.18(h)] In Attachment 2, provide the name, address, citizenship
             and principal business of the applicant's ten percent or greater direct and
             indirect shareholders or other equity holders, and identify any interlocking
             directorates.

Response:

        The following information is provided with respect to shareholders of 10% or greater of
the equity interests of LigTel Communications, Inc. (“LCI”) currently and at the time of the prior
transfer of control. No other individuals or entities other than those identified below were or
currently are the owners of a 10% or greater direct or indirect ownership interest in LCI.

       The address for each of the individuals or entities below is 414 South Cavin Street,
Ligonier, Indiana 46767.

Current ownership of LCI:

                                             Percentage                    Principal
Name                                         Ownership                     Business

Heartland Innovations, Inc. (“Heartland”)1 100%                            Telecommunications

The 10% or greater derivative owners of Heartland are as follows:



1
  At the time of the transfer of control, Ligonier Telephone Company, Inc. (“LTC”) was the
parent company of LCI and is now, along with LCI, a wholly owned subsidiary of Heartland
arising from a January 1, 2017 pro forma transfer of control. As a result of the Companies’
planned corporate reorganization, Heartland was formed and, on January 1, 20017, Heartland
established LTC and LCI as separate wholly-owned subsidiaries. The ownership of Heartland,
an Indiana corporation formed for the purpose of reorganization, is the same as that previously
for LTC. Specifically, the former shareholders of LCI’s parent company, LTC, exchanged their
shares of LTC for shares of Heartland. As a result of the reorganization, both LCI and LTC are
wholly owned subsidiaries of Heartland, and the shareholders of Heartland, after the
reorganization, are identical to the previous shareholders of LTC.


                                                                 Section 214 Application for
                                                               Special Temporary Authority
                                                                              Attachment 2
                                                                                Page 2 of 3



                                            Percentage                  Principal
Name                                        Ownership                   Business

Meshell L. Schloss (U.S. Citizen)           Approx. 40.6%               Telecommunications

Robert P. Schloss Family Credit             Approx. 10.2%               Investments
Shelter Trust Organized under laws of
the State of Indiana, Meshell L. Schloss,
Trustee and Sole Beneficiary

Phil Schloss Trust                          Approx. 28.8%               Investments
Organized under laws of the
the State of Indiana, IAB Bank,
Trustee (Sherri Chaney)

Prior ownership of LTC:

       At all times prior to January 1, 2017, LCI was a wholly-owned subsidiary of LTC.

As of August, 2000 --
                                            Percentage                  Principal
Name                                        Ownership                   Business

Dr. Robert P. Schloss, U.S. Citizen2        Approx. 30%                 Telecommunications

Meshell L. Schloss, US Citizen              Approx. 17.8%               Telecommunications

The Phil Schloss Family Trust,
Organized under the Laws of
State of Indiana (Trustee BankOne)          Approx. 28.8%               Investment




2
 Dr. Robert P. Schloss was President and Chief Executive Office of LTC, and Chairman of the
Board. Dr. Schloss controlled the daily operations of LTC and LCI.


                                                                 Section 214 Application for
                                                               Special Temporary Authority
                                                                              Attachment 2
                                                                                Page 3 of 3



                                            Percentage                  Principal
Name                                        Ownership                   Business

BankOne for the benefit of
Robert P. Schloss, held by BankOne
with periodic partial redemption rights
by Dr. Schloss to purchase such shares      Approx. 12.7%               Investment

As of January 1, 2007 -- Dr. Robert P. Schloss dies on January 15, 2005 (Meshell L. Schloss
is Executor); Transfer of Stock Held by Dr. Robert P. Schloss Estate on January 1, 2007 to
Meshell L. Schloss.
                                          Percentage                  Principal
Name                                      Ownership                   Business

Meshell L. Schloss, US Citizen
(Additional 640 shares transferred
on January 1, 2007 arising from the
January 15, 2005 death of Dr. Robert
P. Schloss who, at the time of his death
owned 926 shares of LTC or approx. 33%) Approx. 40.6%                   Telecommunications

Robert P. Schloss Family Credit
Shelter Trust Organized under laws of
the State of Indiana, Meshell L. Schloss,
Trustee and Sole Beneficiary.               Approx. 10.2%               Investments
The trust was funded on January 1, 2007

The Phil Schloss Family Trust,
Organized under the Laws of the
State of Indiana (Trustee BankOne)          Approx. 28.8%               Investments

With Dr. Robert P. Schloss’ death, his wife, Meshell L. Schloss, became President of LTC. Ms.
Schloss controlled the daily operations of LTC and LCI.



Document Created: 2017-03-17 15:04:10
Document Modified: 2017-03-17 15:04:10

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