Attachment 20170112100856-680.p

20170112100856-680.p

SUPPLEMENT

Supplement

1998-08-27

This document pretains to ITC-T/C-19980827-00603 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998082700603_1392833

                                                                    .\(,‘03



                    Categoriez:if Se%?ices for 214 Applications
                             (Streamline/Non—streamline)
                               es



                  ASSIGNMENT OF LICENSE
 o




                  GLOBAL FACILITIES—BASED SERVICE
<G )




                  GLOBAL FACILITIES—BASED/GLOBAL RESALE SERVICE
                  GLOBAL RESALE SERVICE
alom




                  INDIVIDUAL FACILITIES—BASED SERVICE
                  INTERCONNECTED PRIVATE LINE RESALE SERVICE
t 5J




                  LIMITED GLOBAL FACILITIES—BASED SERVICE/LIMITED
                  GLOBAL RESALE SERVICE
                  LIMITED GLOBAL FACILITIES—BASED SERVICHE
®




                  LIMITED GLOBAL RESALE SERVICE
O E]:§S[] @ (=)




                  INMARSAT AND MOBILE SATELLITE SERVICE
                  SWITCHED RESALE SERVICE
                  TRANSFER OF CONTROL
                  SUBMARINE CABLE LANDING LICENSE
                  INTERNATIONAL SPECIAL PROJECT




    Description of Application:


                                                                              1948
                                                                                             CoOP
                                                                                                                    Y
                                SWIDLER BERLIN SHEREFF FRIEDMAN, LLP                               =>

WASHINGTON OFFICE                                                                                        NEW YORK OFFICE
3000 K STREET, NW, SurTE 300                                              ,                             919 THIRD AvENUE
WaASHINGTON, DC 20007—5116                                                                       NEW YORK, NY 10022—9998
TELEPHONE (202) 424—7500                                                                          TELEPHONE (212) 758—9500
FacsimiLE (202) 424—7647                                   August 26, 1998                         FACSIMILE (212) 758—9526


                       7    D
            VIA OVERNIGHT DELIVERY                                            Streamlined   ITC—T/C—19980827—00603
                                  iess           an   Ts                      INNOVATIVE TELECOM CORPORATION
           Federal Communications Commission
           International Bureau Telecommunications Division
           P.O. Box 358115
           Pittsburgh, PA 15251—5115

                      Re:       EXPEDITED CONSIDERATIONREQUESTED
                                Application for Authority Pursuant to Section 214 of the Communications Act of
                                1934, as Amended, To Transfer Control of an Authorized International Carrier

           Dear Sir or Madam:

                   On behalf of Innovative Telecom Corporation and Speer Communications Holdings
           Limited Partnership (collectively "Applicants"), enclosed for filing are an original and six (6)
           copies of the above—referenced application. Applicants respectfully request expedited treatment
           of this application to permit them to consummate the transfer of control described in this
           application as soon as possible but no later than October 31, 1998.

                   As required by the Commission‘s Rules, a check in the amount of $745.00is enclosed to
           cover the filing fee. Please date—stamp the enclosed extra copy of this application and return it
           in the self—addressed, postage paid envelope provided. Should you have any questions concerning
           this application, please do not hesitate to contact us.

                                                               Respectfully submitted,


                                                                   lUAde___
                                                               Catherine Wang
                                                                   ce R. Chiu

           Enclosures

           €C:        Troy Tanner (FCC)
                      Timothy Bass, Esq. (ITC)
                      Rachael E. Schwartz, Esq. (Baker & McKenzie)
           245751.1


                                                  Before the
                        FEDERAL COMMUNICATIONS COMMISSION
                                       Washington, D.C. 20554

In the Mat


INNOVA!            TELECOM CORPORATION

        anc


SPEER C(           UNICATIONS
 HOLDI             _IMITED PARTNERSHIP.                        File No. FFE—98—_         e
                                                               _270—1/c— 1939 §$0823—00603
Applicatio         wuthority pursuant to
Section 21         ie Communications Act
of 1934, as        ided, to transfer control of
an authoriz        ‘ernational carrier

                                       JOINT APPLICATION

        Inn        e Telecom Corporation ("Innovative") and Speer Communications Holdings

Limited Pa         hip ("SCH") (collectively "Applicants"), by their undersigned counsel and pursuant

to Section         of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and

Section 63.        (5) ofthe Commission‘s Rules, 47 C.F.R. § 63.18(e)(5), hereby request approval of

a transacti«       iereby SCH will acquire ownership and control of Innovative, a nondominant

common C           holding international Section 214 authorization granted by this Commission in

Docket No. .. — 93—135 (May 12, 1993) . Neither SCH nor any ofits affiliates currently is affiliated

with Innovative.

        As fully described herein, approval ofthe transfer will permit SCH and Innovative to realize

significant economic and marketing efficiencies which will enhance their ability to continue

providing high quality, low cost telecommunications services and to compete more effectively in


the international telecommunications marketn‘=~=. Arcordingly, grant of this Application will

benefit : he public interest.

        . Applicants raspecifully request expe      treatn ent 0:‘ this . Application in orc er to ermit

them to :sonsummatt: the proposed transfer 0:       ol traiisactic n no l ater than October }1, 1938. In

support of this Applicatio 1, Applicants subr           follo ving i aform ation:

I.      ‘[HE PARTIES

        :K      Innovative: Tele:om Corpo:              ("Imiovative")

        nnovative i; a wholly cwned subsi           of In:t ovati‘e Ho ding Zorporatior ("IHC"), a

privatel ; held Delayzare h lding company h«        irtere l in N ishua New Hampshire. Innovative

is a non dJomiriant cirrier chat provides reso      comn unics tions services, includin ; debit card

services, in all 50 :sitates by viitue of certi     n, refistration 01 tarif‘ requ remeits, 0 on a

deregul: ted basis. Inform ation :oncerning I       tive‘s legal, techn cal, manage rial, ; nd financial

qualific; tions to provide t :lecor imunication     ices v as fil :d wit 1 Innovative:‘s applicati>n for

authorit ; to provide internation i service u1      ction 214 0 the Communications 2 :.ct of 1934,

47 U.S.C. § 214, filed with this Commissi           Dockit No. ITC—33—13.5. That inf rmation is,

therefor:, already a matter of public record        : Con missi )n anc. Appicants request that it be

incorpo ‘ated by reference herein.

        B.      Speer Communications Holdings Limited Partnership ("SCH")

        SCH is a Nevada limited partnership headquartered in Nashville, Tennessee. SCH is part

of the Speer family of companies, which are well—established in media, broadcast, and common

carrier communications.         As described below, the proposed transfer of control will be

accomplished through a transaction whereby Innovative‘s parent company, Innovative Holding

                                                  —J.


Corporation ("IHC"~ —vill merge with and into Precision Systems, Inc. ("Precision"), a subsidiary

of SCH.‘       Precisi   a Delaware corporation whose shares are publicly traded on the Nasdaq

stock exchange, hc       i no telecommunications licenses from this or any other regulatory

commission. SCH,         ‘ough its majority ownership of Precision, is financially well—qualified to

acquire control ofIn:    rative. Attached hereto as Exhibit A are the pro forma financial statements

for Precision, which     licate that, as of March 31, 1998, Precision will have total assets in excess

of $99.7 Million and     tal liabilities no greater than $22.2 Million, and total revenues for the year

ended December 31,       27 exceeding $52.8 Million. Withits substantial financial resources and by

virtue of Speer‘s ex     sive experience in media and broadcast communications, SCH is well—

qualified to acquire c   trol ofInnovative.

II.    THETRAN           CTION

                SCH :    \Innovative have determined that they will realize significant economic and

marketing efficienci     by establishing Innovative as a wholly—owned subsidiary of SCH.

Accordingly, SCH a1      Innovative have executed a memorandum ofunderstanding expressing the

parties‘ agreement to    insfer control of Innovative to SCH.




4       SCH and cer n other Speer affiliate companies have entered into an agreement with
Precision whereby SCH will acquire control of Precision. Because Applicants anticipate that, at
closing, SCH will have completed its acquisition of Precision, this Application identifies Precision
as the SCH subsidiary that will merge with or become the direct parent of IHC. In the event,
however, that SCH and Precision do not consummate Precision‘s acquisition by Speer, Speerintends
to acquire control of Innovative through another Speer subsidiary. In such case or in the event of
any other change in the planned corporate structure, Applicants will duly amend this Application to
notify the Commission ofthe change in the transaction. Applicants emphasize here that, regardless
of which Speer subsidiary will be employed to accomplish the acquisition, Speer intends to acquire
ultimate ownership and control of Innovative.
                                                 m«


       The proposed transfer of control will be accomplished through a transaction whereby

Innovative‘s parent company, IHC will merge with and into Precision. As a result ofthe transaction,

Innovative will become a direct subsidiary of Precision and an indirect subsidiary of SCH.

Following completion ofthe proposed transaction, Innovative will continueto provide international

service to its customers under existing service arrangements and pursuant to its existing

authorization.

       While the proposed transaction will result in a change in the corporate parent of

Innovative, it will not involve a change in the manner in which Innovative provides service to its

customers. Those services currently being provided by Innovative will continue to be offered by

that entity pursuant to tariffs on file with this Commission. Innovative, moreover, will continue

to be led by a team of well—qualified telecommunications managers comprised, in part, of existing

personnel. The transfer of control of Innovative to SCH, therefore, will be virtually transparent

to the customers of Innovative in terms of the services that they receive.

III.   FUBLICINTERESTCONSIDERATIONS

       Consurmnmation of the proposed transaction will serve the public interest in promoting

competition among providers of international telecommunications services by combining the

financial resources and complementary managerial skills and experience of SCH and Innovative in

providing telecommunications services to the public. Applicants anticipate that the contemplated

business combination will result in a company better equipped to accelerate its growth as a

competitive telecommunications service provider. The transfer of control will allow Applicants to

manage their telecommunications operations more efficiently, thereby enhancing Applicants‘

operational flexibility and efficiency as well as their financial viability. These enhancements will

                                                —4_


inure to the benefit of both carriers‘ customers, who will also benefit from the expanded array of

services offered by each carrier. The proposed transaction will therefore ensure the continued

provision of high quality and innovative telecommunications services to Innovative‘s existing

customers and should promote competitionin the international telecommunications service market.

In sum, the proposed acquisition will benefit the publicinterest by enhancing the respective ability

of SCH and Innovative to offer competitively priced services in the international marketplace.

IV.    INFORMATION REQUIRED BY SECTION 63.18

       Pursuant to Section 63.18(e)(5) of the Commission‘s Rules, 47 C.F.R. § 63.18(e)(5),

Applicants submit the following information:

       (a)     Name and address of Applicants:

                       Innovative Telecom Corporation
                       Two Harrison Street
                       Nashua, New Hampshire 03060
                       603/889—8411

                       Speer Communications Holdings Limited Partnership
                       3201 Dickerson Place
                       Nashville, Tennessee 37207
                       615/650—6600

       (b)     SCH is a limited partnership organized under the laws of the State of Nevada.
               Innovative is a corporation organized under the laws of the State of Delaware.

       (c)     Correspondence concerning this Application should be sent to:

               For Innovative:

                       Catherine Wang, Esq.
                       Grace R. Chiu, Esq.
                       Swidler Berlin Shereff Friedman, LLP
                       3000 K Street, N.W., Suite 300
                       Washington, D.C. 20007—5116
                       202/424—7500 (Tel)
                       202/424—7645 (Fax)


         For SCH:

                 Rachael E. Schwartz, Esq.
                 Baker & McKenzie
                 815 Connecticut Avenue, N.W. Suite 900
                 Washingt     D.2. 20306
                 202/452—"     0 (‘Tel)
                 202/452—"     3 (‘a)

(d)      SCH does not ho.      lirectly 0 : ir dinectly :   1 214 awho ization. An affiliate of
         SCH, Speer V rtu      Media, L1id., is author.___ .3 provide favilities based and resold
         international t:le    im micatior s services pursuant to ;. section 214 authorization
         granted by the FC      See Vile No. ITC—92—202 (May 29. 1$597).

         Innovative s a uth    zed to prc vidle resold internationa| te lecom nunications services
         pursuant to sectic    14 au ho iz: tion granted by the FXCC. Sze ]‘ile No. ITC—93—135,
         Public Notice Re;     To. I—6 795 (rel. May 12, 1993).

(e)(5)   This application      cks aithority for the transfer of control of Innovative, a
         nondominant con       on cairie: holcing international Section 214 authorization, to
         SCH, a limited p      ershi;> that dozs not currently holc. internationial Section 214
         authorization. SC     anc Ir no vative currently are not affiliated with cach c ther.

(£)      Not applicable.

(g)      Not applicable.

((9)     By the attached1 c«   ficiticn, is3C4 certifies that it has no aff liation with an:; foreign
         carrier, as defired    Section 33.18h)(1) of the Comunissio 1‘s Rules. In suupport of
         this certification,   iched ier :to as Exhibit B is a list of SCH‘s 10 perceat cr greater
         equity owners1ip      cludir g t ie addiress, citizenship ind pri nc pal busines:; of each
         such owner. In ac     ion, attac ied hereto as Exhibit C :s a lis: of all other dirm:ctorates
         held by SCH‘s gei il partner:;, e «clusive ofcharitable or tradle ; ssociation positions.
         SCH further certifies that it is not affiliated with the U.S. carrier(s) whose facilities—
         based service(s) SCH proposes to resell (either directly or indirectly through the
         resale of another reseller‘s service).


i)   By the attached certification and as required by Section 63.18(i) ofthe Commission‘s
     Rules, SCH, the transferee, certifies that it has not agreed to accept nor shall it
     accept in the future any special concessions, as defined by the Commission‘s
     Rules, directly or indirectly from any foreign carrier or administration with respect
     to traffic or revenue flows on any U.S. international route where the foreign
     carrier possesses sufficient market power on the foreign end of the route to affect
     competition adversely in the U.S. market.

G)   By the attached certification and as required by Section 63.18(j) ofthe Commission‘s
     rules, SCH, the transferee, certifies that no party to this Application is subject to a
     denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of
     1988, 21 U.S.C. § 853(a).


                                         CONCLUSION

       For the reasons stated herein, Speer Communications Holdings Limited Partnership and

Innovative Telecom Corporation respectfully submit that the public interest, convenience, and

necessity would be furthered by grant of this application for consent to the transfer of control of

Innovative to SCH. Applicants respectfully request that the Commission authorize the transfer of

control described herein to permit the Applicants to consummate the transaction no later than

October 31,          , 1998.


                                         Respectfully submitted,




                                      g;l?hne Wang, Esq.
                                              R. Chiu, Esq.
                                          SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
                                         3000 K Street, NW., Suite 300
                                         Washington, D.C. 20007—5116
                                         202/424—7500

                                         Counsel for INNOVATIVE TELECOM CORPORATION




                                         Rachael E. SchwartZ/E
                                         BAKER & McKEN
                                          815 Connecticut Avenue, N.W. Suite 900
                                          Washington, D.C. 20006
                                          202/452—7000

                                          Counsel for SPEER COMMUNICATIONS HOLDINGS
                                          LIMITED PARTNERSHIP

Dated: August //     , 1998


                          LIST OF EXHIBITS




Financial Statements of the Transferee,
       Precision SysteMS, ING. \...:2sa.r:mnsursesparsern@rensseenersnnrancsss A


List of 10% or Greater General Partners of the Transferee‘s Parent,
        Speer Communications Holdings Limited Partnership .................... B


Interlocking Partners of the Transferee‘s Parent,
        Speer Communications Holdings Limited Partnership .................... C


             EXHIBIT A


Financial Statements of the Transferee,
        Precision Systems, Inc.


                                                                                Precision Systems, Inc.
                                                            Unaudited Pro Forma Condensed Combined Balance Shert
                                                                                   (In Thousands)


                                                          March 31, 1998
                                                            Forma
~—~   Assets:
      Cash                                            $            17,430
      Accounts receivable                                          10,545
      Supplies & other current assets                               2,089
      Costs and earmungs in excess of billings                        —
       on uncompleted contracts                                     4.595
         Total current assets                                      34.659

      Property, plant & equipment, net                            64,162
      Intangable assets                                              961
         Total assets                                 $           99.782
      Liabilities:
      Current portion of long term debt               $               315
      Accounts payable                                              6,126
      Accrued expenses                                              7.055
      Other currentliabilities                                      6,253
         Total current liabilities                                 19.649
      Long—term debt, less current portion                            247
         Total liabrlities                                        22147
      Stockholders equity:
      Net assets to be exchanged                                  54,218
      Common stock                                                  1,413
      Preferred stock, Series A                                       —
      Prefered stock, Senes B                                         —
      Additional paid—in capital                                  47.588
      Accumulated deficit                                        (23,254)
      Treasury stock                                                (422)
      Accumulated preferred stock dividends                          —
      Foreign currency translation adjustment                        432
      Unearned compensation                                          (89)
         Total stockholders‘ equity                               79.886
         Total liabilities and stockholders‘ equity   $           99.782


                                  .                 ?recition Systems, Inc.
                           Unaudited Pro Fortia Condensed Combined Statement of Operations
                                    (In thousands, eccept share and per share data)




                                          Thre: Months Marct. 3} , 1998
                                                   Ero Forma              —

Revenues                                                   1¢,5¢0
Cost of sales                                               6,61 1
Gross margin                                                3,99
Selling, general and administration                         6,4: 8
Research, engineering and development                       1,165
Depreciation and amortization                               2,779
Impairment of intangible assets                                —
Operating loss                                             (6,433)
Other income and expense                                         49
Loss before income taxes                                   (6,384)
Loss from continuing operations                            (6,384)
Loss per common share                                        ©‘0.05)
Shares used in per share calculation                  141,174,660




                                                    Precision Systems, Inc.             >
                           Unaudited Pro Forma Condensed Combined Statement of Operaiionis
                                   (In thousands, except share and per share data)



                                          Year Ended December 31, 1997
                                                   Pro Forma

  Revenues                                                 52,864
  Cost of sales                                            22,256
  Gross margin                                             30,608
  Selling, general and administration                      33,700
  Research, engineering and development                     6,416
  Depreciation and amortization                            15,720
  Impairment of intangible assets                          14,286
‘ Operating loss                                          (39,514)
  Other income and expense                                    (208)
  Loss before income taxes                                (39,722)
  Loss from continuing operations                         (39,722)
  Loss per common share                                      (0.28)
  Shares used in per share calculation                141,018,621


                                       EXHIBIT B


              10% or Greater General Partners of the Transferee‘s Parent,
                 Speer Communications Holdings Limited Partnership




The following entity is the sole general partner of Speer Communications Holdings Limited
Partnership:

             Holdings Investments, Inc., a Nevada corporation


                                        EXHIBIT C


                 Interlocking General Partners of the Transferee‘s Parent,
                   Speer Communications Holdings Limited Partnership




Holdings Investments, Inc., the sole general partner of Speer Communications Holdings Limited
Partnership, is also the general partner of:

       Speer Communications Holdings I Limited Partnership, a Nevada partnership


                     CERTIFICATION OF TRANSFEREE


        I, 0. G. Greene, Chief Executive Officer of Speer Communications
Holdings Limited Partnership ("SCH"), hereby certify that SCH has no affiliation
with any foreign carrier, as defined by Section 63.18(h)(1) of the Commission‘s
Rules; that SCH is not affiliated with the U.S. carrier(s) whose facilities—based
service(s) SCH proposes to resell (either directly or indirectly through the resale
of another reseller‘s service); and that SCH has not agreed to accept nor shall SCH
accept in the future any special concessions, as defined by the Commission‘s
Rules, directly or indirectly from any foreign carrier or administration with respect
to traffic or revenue flows on any U.S. international route where the foreign
carrier possesses sufficient market power on the foreign end of the route to affect
competition adversely in the U.S. market.

       Further, I hereby certify that no party to the foregoing Application is
subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug
Abuse Act of 1988.

       Further, I hereby certify that the statements in the foregoing Joint
Application are true, complete, and correct to the best of my knowledge,
information and belief.

                                   SPEER COMMUNICATIONS HOLDINGS
                                     LIMITED PARTNERSHIP



                          By:          M@wa
                                   (Signature)    4


                                                   _—oandil
                                                   »        y   ce vevrere n rerimn urtNK
      SWIDLER BERLIN SHEREFF FRIEDMAN, LLP          U                                                   01 0028 9
               3000 K STREET, N.W., SUITE 300                                                                 NO. 100289
                  WASHINGTON, DC 20007                              15—122/540                                    '



  clnrre rerrorm<~XXX7Z45*®DOLLARS ANDX®OOxCENTS
                                                                                 DATE                     AMOUNT


                                                                    086 /14/98                     $$$$%745 .00
PAY     FEDERAL COMMUNICATION
                                                                                            GENERAL ACCOUNT
to tie COMMISSION
ORDER
e




                       " 200 2891 1205400 12 20 203000006 4 36 31°


 ° BEFORE PeOCEEDING                                                                                                                                                   ApPROVED 8Yy omm     movmpppprnogags
                                                                                       FEDERAL COMMUNICATIONS commuSssiON
                                                                                                                                                                                            eoose
                                                                                                REMITTANCE aApvice                                             SPECIAC USE

     1Locksox e                 358115                                                                    mseno _ _L_ se 1_,                                   es‘                                   k
h_ce ie-, 314.1.3
                                                                                                                                                                                 m                   sn
                     |MBictotonoiccamisc vater. mml!l_lfl
Swidler Berlin Shareff Friedmain, LLP                                                                                                                     i     14500
 4) STREET AOORESS Lin€ NO, 1
                                                                                                                                                      i                          mss                 a_~~<



 een   c/o Grace R. Chiu, Esquire

       3000 K Street,                              N. @:%,
                                                               >        Suite 300
                                                                                                                         _—CIC—T/e~MagO824— PDéc3
                                                                                                                              ~I             .        t

 6) CITy
                                                                                                                ) stare                                   (6 uP COO€
       Washington                                                                                                             P.C.                                20007—351.16
      DAYTIME TELEPHONE NUMBER finciude ares code)                                                              (10) COUNTRY COOE (f new in U S A.)

       202/424—7733
~~__—IF PAYIER
             NAMEAND    ThEAPPLi CANT NAMEARE     dirreRrent.compreres:crions B
          IF |MORE THAN ONE APPLIC ANT, USE CONTINUATION SHEETS (FORM 159.—C)
                                                                                                                         ANT_INFOIRKMATION |
                          payn )           cird,     o ner namd                 as t appeers on your

       Innovative Telecom Corporation
                                                                       rmemmmmane s memees w es k 6 meae en s kn ary murmememmcow s c al s man k
Irasmenabomess une)i
       Two Harrison Strect
lim smmert abomess une m). :                       mt

                                                                                                                         zs                                   cmnremmmmmmeme
 14) CrTy                                                                                                                                                 1@ JP COO€
       Nashua                                                                                                                                                     03060
Tecernone maiSen
             maosr aa cees
       603/889—84 L1




 T                                 *ramaentyPePro)                                                                                                                               «*




 T                          id                       Pavaknt           TyPecoolTo                                                                                                y—r«—«—««««—«=

                 1
                                                                   |                        |                                           LR
                                                                                                                                                                          |
 T               pram                                   a              oo                                                                                                        uenc


&E‘W                                                                                                                                    T




PAYER TIN                              o|i                     3| 2 |6            7| 9          6| 7|6                    PPLICANT TIN                            of 2|o          |s l4   5| 1 |2

 1.            Crace 8. Chiu                                                         ,MMMMWMNM
                               (PreoNT NASGEY                                                                                                                                       s

        true and correct to the best of my knowledge, infomation and belief. SIGNATURE




                                                                                                  Jurnoieri©
                                                                                                                                                               es      oall
                                                                                 ——»p
         SA          neresy exnenme me P00 in cearge my Vidd ar HAGTERCARE



Document Created: 2019-04-22 17:15:02
Document Modified: 2019-04-22 17:15:02

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC