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_1392834

.\(,‘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°

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