Attachment DA 99-2451

DA 99-2451

PUBLIC NOTICE

DA 99-2451

1999-11-05

This document pretains to ITC-T/C-19991015-00679 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1999101500679_660595

PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th Street, S.W., TW-A325 WASHINGTON, DC 20554 DA 99-2451 News media information 202/418-0500 Fax-On Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: November 5, 1999 VODAFONE AIRTOUCH AND BELL ATLANTIC SEEK FCC CONSENT TO TRANSFER OF CONTROL OF BELL ATLANTIC’S AND VODAFONE AIRTOUCH’S WIRELESS LICENSES PLEADING CYCLE ESTABLISHED Vodafone AirTouch Plc (“VAT”) and Bell Atlantic Corporation (“Bell Atlantic”) have filed applications under Sections 214 and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 214 and 310(d), requesting Commission approval of the transfer of control of various entities holding licenses and authorizations issued by the Commission. On September 21, 1999, VAT and Bell Atlantic entered into a “U.S. Wireless Alliance Agreement” (“Agreement”), pursuant to which their U.S. wireless operations will be combined. The parties assert that this combination will strengthen their ability to provide high-quality wireless service and enable them to compete more effectively in domestic wireless telecommunications markets, all of which will benefit subscribers and the public. The entity that will conduct the combined business and provide wireless service is Cellco Partnership (“Cellco”). Cellco, a Delaware general partnership, is currently owned 100 percent by wholly-owned subsidiaries of Bell Atlantic, and provides wireless service in nineteen states and the District of Columbia. VAT will transfer control of its U.S. wireless properties to Bell

Atlantic in exchange for partnership interests in Cellco. 1 VAT will also contribute the wireless properties it intends to acquire from BCP CommNet, L.P (“CommNet”). 2 The Agreement provides that control of Cellco’s business and affairs will be vested in a Board of Representatives, and not in the general partners themselves. Under this structure, Bell Atlantic will hold majority control of the Board, and, therefore, will have the ability to appoint and remove the majority of the officers and control day-to-day operations. Thus, the parties state that Bell Atlantic will have affirmative control of Cellco. The parties’ respective ownership interests in Cellco will depend on the extent and timing of their respective contributions of wireless properties to Cellco. The transaction contemplates that, once all of the properties that are to be contributed to Cellco have actually been contributed, Bell Atlantic will hold a 55.0% interest. These properties include all of the properties listed on this Public Notice and the wireless properties that Bell Atlantic will acquire pursuant to its separate merger agreement with GTE Corporation. 3 If, however, the transaction with VAT occurs prior to the merger with GTE, VAT (through one of its domestic subsidiaries) will indirectly hold a 65.1% interest in Cellco, and Bell Atlantic will hold a 34.9% interest, pending contribution of the GTE properties. The parties state that, at most, this constitutes an insubstantial, pro forma transfer of control of the Bell Atlantic licensees. Bell Atlantic has waived forbearance with respect to the processing of these transfers of control and has filed pro forma transfer applications to permit all of its subject authorizations to be explicitly covered by the Commission’s decision in this proceeding. 4 1 VAT states that it may decide instead to assign certain licenses to Cellco directly once certain tax and other considerations are resolved, and will in that event, amend its applications to request that consent be granted to assign these licenses to Cellco. This Public Notice also serves as notice that the Commission will treat any such amendments as minor amendments to the pending transfer of control applications. 2 Applications for transfer of control of these properties from CommNet to VAT are currently pending before the Commission. See “BCP CommNet, L.P. and Vodafone AirTouch Plc Seek Consent for Transfer of Control,” Public Notice, DA 99-1876 (rel. Sept. 14, 1999). Because control of these properties will ultimately be transferred to Cellco, separate applications have been filed for consent to accomplish this further step and, therefore, are listed in this Public Notice. In addition, applications to transfer control of certain additional licensees and associated call signs from CommNet to VAT were filed on October 13, 1999. See Public Notice Rpt. No. 346 (rel. Oct. 20, 1999) regarding ULS file numbers 0000033522, 0000033529, and 0000033539. Control of these properties may ultimately be transferred to Cellco; therefore, separate applications have been filed for these additional licensees and call signs in connection with the instant transaction, and they have been included in this Public Notice. 3 See “GTE Corporation and Bell Atlantic Corporation Seek FCC Consent for A Proposed Transfer of Control and Commission Seeks Comment on Proposed Protective Order Filed by GTE and Bell Atlantic,” Public Notice, DA 98-2035 (rel. Oct. 8, 1998). 4 Applications for transfer of control of additional wireless properties from Global Crossing to Bell Atlantic were recently granted. See “Wireless Telecommunications Bureau Grants consent for Transfer of Control of Paging, Cellular and Microwave Licenses From Global Crossing to Bell Atlantic Corporation,” Public Notice, DA 99-2392 (rel. Nov. 1, 1999). -2-

The Commission has not yet determined whether the transfer of control of Bell Atlantic’s licenses is substantial or insubstantial, and the public is invited to comment on this issue. However, the public (and, particularly, those filing petitions to deny the transfer of control of Bell Atlantic’s licenses) should be aware that, if it is determined that the transfer of control constitutes an insubstantial change in control, therefore meriting pro forma processing, that petitions to deny the transfer of control of Bell Atlantic’s authorizations will be moot. The following applications have been filed for consent to transfer control of the licenses and authorizations listed below and have been assigned the file numbers indicated. SECTION 310 APPLICATIONS VAT Licensees Holding Authorizations in the Part 22 Cellular Radiotelephone Service, Part 22 Paging and Radiotelephone Service, Part 22 Air-Ground Radiotelephone Service, Part 24 Personal Communications Service and/or Part 101 Fixed Microwave Service: File No. Licensee (Lead) Call Sign 0000032969 AirTouch Cellular of Georgia (lead application) KNKA315 0000034268 AirTouch Cellular KNKN319 0000034274 AirTouch Cellular of Kansas KNKA357 0000033078 AirTouch Communications, Inc. WNEH681 0000034810 AirTouch Paging KAA892 0000032981 AirTouch Paging of Kentucky, Inc. KIF656 0000032997 AirTouch Paging of Texas KKG410 0000033033 AirTouch Paging of Virginia, Inc. KNKL416 0000033036 Athens Cellular, Inc. KNKA709 0000033042 Bay Area Cellular Telephone Company KNKA270 0000033043 Boise City MSA Limited Partnership KNKA490 0000033048 Cagal Cellular Communications Corp. KNKA697 0000034272 CMT Partners 5 KNKA337 0000033049 Coconino Arizona RSA Limited Partnership KNKN232 0000033055 Colorado RSA No. 3 Limited Partnership KNKN398 0000033057 DesMoines MSA General Partnership KNKA402 0000033058 Duluth MSA Limited Partnership KNKA439 0000033062 Grays Harbor-Mason Cellular L.P. KNKN612 5 On October 1, 1999, CMT Partners assigned pro forma its cellular and associated microwave licenses for the Kansas City and Lawrence, KS markets to McCaw Communications of St. Joseph, Inc., a wholly- owned indirect subsidiary of VAT. As a result of this assignment, CMT Partners will no longer be a licensee. On October 26, 1999, a notification of pro forma assignment of license was filed with the FCC pursuant to our forbearance procedures. Once processing of this notification is completed, the licensee of record of the subject facilities will change to McCaw Communications of St. Joseph, Inc. -3-

0000033066 Hamilton Cellular Telephone Company KNKA499 0000033069 Idaho RSA No. 1 Limited Partnership KNKN289 0000033070 Idaho RSA No. 2 Limited Partnership KNKN599 0000034416 Iowa RSA No. 13 Limited Partnership KNKQ308 0000033075 Iowa RSA No. 2 Limited Partnership KNKN492 0000033083 Los Angeles SMSA Limited Partnership KNKA209 0000033079 Mineral RSA Limited Partnership KNKN318 0000033080 Modoc RSA Limited Partnership KNKN227 0000034276 Muskegon Cellular Partnership KNKA552 0000032983 Napa Cellular Telephone Company KNKA757 0000034813 NewPar KNKA235 0000032994 North Dakota RSA No. 3 L.P. KNKN527 0000033000 Olympia Cellular Limited Partnership KNKA719 0000033001 Omaha Cellular Telephone Company KNKA336 0000033003 Oxnard/Ventura/Simi Limited Partnership KNKA328 0000033588 PCS Nucleus, L.P. KNLH438 0000033005 Redding MSA Limited Partnership KNKA751 0000033006 RSA 7 Limited Partnership KNKN611 0000033007 Sacramento-Valley Limited Partnership KNKA273 0000033020 Salinas Cellular Telephone Company KNKA587 0000034280 Seattle SMSA Limited Partnership KNKA215 0000033027 Spokane MSA Limited Partnership KNKA408 0000033028 Springfield Cellular Telephone Company KNKA641 0000033030 St. Joseph CellTelCo KNKA772 0000033143 Vodafone AirTouch Licenses LLC KLF644 0000033034 Wasatch Utah RSA No. 2 L. P. KNKN242 0000033039 Yuma Arizona RSA Limited Partnership KNKN256 0000034333 Primeco Personal Communications, L.P. KNLF207 0000034816 Primeco Personal Communications, L.P. KNLF246 VAT Licensees Holding Authorizations in the Part 90 Private Land Mobile Radio Services: These applications will not be assigned separate file numbers. Licensee (Lead) Call Sign AirTouch Communications, Inc WNFM401 AirTouch Communications, Inc. WNQS582 AirTouch Communications, Inc. WPGQ687 AirTouch Paging WNDF393 AirTouch Paging KNHB768 AirTouch Paging of Kentucky, Inc. KNNU718 AirTouch Paging of Texas KCG330 AirTouch Paging of Texas KNNV589 AirTouch Paging of Virginia, Inc. WNVN282 -4-

Los Angeles SMSA Limited Partnership KYP361 Nationwide 929.8875 LLC KNNF609 Vodafone AirTouch Licenses LLC KNGU565 CommNet Licensees Holding Authorizations in the Part 22 Cellular Radiotelephone Service and/or the Part 101 Fixed Microwave Service: File No. Licensee (Lead) Call Sign 0000033038 Badlands Cellular of North Dakota L.P. KNKN481 0000033046 Bismarck MSA Limited Partnership KNKA737 0000033050 Colorado 4-Park Limited Partnership KNKN399 0000033053 Colorado 7 - Saguache Limited Partnership KNKN288 0000034319 Commnet Cellular License Holding LLC KNKA635 0000033059 Eastern South Dakota Cellular of South Dakota Limited Partnership KNKN358 0000033061 Gold Creek Cellular of Montana L.P. KNKA562 0000033068 Idaho 6 - Clark Limited Partnership KNKN234 0000033071 Idaho RSA 3 Limited Partnership KNKN400 0000034335 Iowa 15 - Dickinson Limited Partnership KNKN364 0000033072 Iowa 16 - Lyon Limited Partnership KNKN315 0000033073 Iowa 8 - Monona Limited Partnership KNKN530 0000033583 Iowa RSA 5 Limited Partnership KNKN389 0000032984 North Central RSA 2 of North Dakota L.P. KNKN367 0000032993 North Dakota 5 - Kidder L.P. KNKN356 0000032996 Northern New Mexico Limited Partnership KNKQ425 0000032998 Northwest Dakota Cellular of North Dakota L.P. KNKN321 0000033002 Platte River Cellular of Colorado L.P. KNKN347 0000033004 Pueblo MSA Limited Partnership KNKA519 0000033084 San Isabel Cellular of Colorado L.P. KNKN350 0000033022 Sioux City MSA Limited Partnership KNKA658 0000033024 Smoky Hill Cellular of Colorado L.P. KNKN348 0000033025 South Dakota 7 - Sully Limited Partnership KNKN304 0000033026 South Dakota 8 - Kingsbury L.P. KNKN357 0000033031 Two Buttes Cellular of Colorado L.P. KNKN349 0000033032 Utah RSA 6 Limited Partnership KNKN293 0000033037 Wyoming 1 - Park Limited Partnership KNKN244 Bell Atlantic Licensees Holding Authorizations in Part 22 Cellular Radiotelephone Service, Part 24 Personal Communications Service, Part 27 Wireless Communications Service and/or Part 101 Fixed Microwave Service: File No. Licensee (Lead) Call Sign -5-

0000034258 Pennsylvania RSA No. 6 (II) L.P. KNKQ252 0000034273 PCSCO Partnership KNLB210 0000034287 Pittsfield Cellular Telephone Company KNKA691 0000034290 Vermont RSA Limited Partnership KNKN916 0000034294 Anderson Cellular Telephone Company KNKA664 0000034297 NYNEX Mobile Limited Partnership 1 KNKA695 0000034301 Blue Ridge Cellular Telephone Company KNKN631 0000034303 Portland Cellular Partnership KNKA717 0000034307 Bell Atlantic Mobile of Asheville, Inc. KNKA819 0000034308 New York SMSA Limited Partnership KNKA206 0000034315 Washington DC SMSA LP KNKA230 0000034316 New Hampshire RSA 2 Partnership KNKN812 0000034317 Pittsburgh SMSA Limited Partnership KNKA202 0000034318 Allentown SMSA Limited Partnership KNKA290 0000034320 Bell Atlantic Mobile Systems of Allentown, Inc. KFA62 0000034321 Orange County - Poughkeepsie MSA L.P. KNKA416 0000034325 Southwestco Wireless Limited Partnership KNKA303 0000034422 Tuscon 21 Cellular Limited Partnership KNKR292 0000034423 Las Cruces Cellular Telephone Company KNKA605 0000034597 Cellco Partnership KFA84 0000034665 NYNEX Mobile Limited Partnership 2 KNKN786 Bell Atlantic Licensees Holding Authorizations in the Part 90 Private Land Mobile Radio Services: This application will not be assigned a separate file number. Licensee (Lead) Call Sign Cellco Partnership WNVU394 Global Crossing/Frontier Licensees Holding Authorizations in the Part 22 Cellular Radiotelephone Service and/or the Part 101 Fixed Microwave Service: File No. Licensee (Lead) Call Sign 0000034574 Binghamton MSA Limited Partnership KNKA578 0000034694 New York RSA 2 Cellular Partnership KNKQ287 0000034459 New York RSA No. 3 Cellular Partnership KNKQ273 0000034689 NYNEX Mobile of New York L.P KNKA561 0000034699 Pennsylvania No. 3 Sector 2 Limited Partnership KNKQ412 0000034713 Pennsylvania No. 4 Sector 2 Limited Partnership KNKQ411 0000034504 Rochester Telephone Mobile Communications KNKA297 -6-

0000034449 St. Lawrence Seaway RSA Cellular Partnership KNKN766 0000034441 Syracuse SMSA Limited Partnership KNKA238 0000034429 Upstate Cellular Network KEK269 SECTION 214 APPLICATIONS The following application for consent to transfer control of international Section 214 authorizations, or interests in such authorizations, has also been filed: ITC-T/C-19991015-00679 AirTouch Communications, Inc. (ITC-96-564) Cellco Partnership (ITC-96-246) GENERAL INFORMATION The transfer of control applications referenced herein have been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules or policies. Final action will not be taken on these applications earlier than 31 days following the date of this Public Notice. See 47 U.S.C. § 309(b). Interested parties may file comments or petitions to deny no later than December 6, 1999. Oppositions to such pleadings may be filed no later than December 16, 1999. All filings concerning matters referenced in this Public Notice should refer to DA 99-2451, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Pursuant to 47 C.F.R. § 1.1200(a), which permits the Commission to adopt modified or more stringent ex parte procedures in particular proceedings if the public interest so requires, we announce that this proceeding will be governed by permit-but-disclose ex parte procedures that are applicable to non-restricted proceedings under 47 C.F.R. § 1.1206. An original and four copies of all comments, petitions to deny, oppositions and replies must be filed with the Commission’s Secretary, Magalie Roman Salas, 445 12th Street, S.W., TW-B204, Washington, D.C. 20554, in accordance with Section 1.51(c) of the Commission’s rules, 47 C.F.R. § 1.51(c). In addition, one copy of each pleading must be delivered to each of the following locations: (1) the Commission’s duplicating contractor, International Transcription Services, Inc. (“ITS”), 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; (2) Office of Public Affairs, Reference Operations Division, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554; (3) Lauren Kravetz, Commercial Wireless Division, Wireless Telecommunications Bureau, 445 12th Street, S.W., Room 4-A163, Washington, D.C. 20554; (4) Ramona Melson, Public Safety and Private Wireless Division, Wireless Telecommunications Bureau, 445 12th Street, S.W., Room 4-C237, Washington, D.C. 20554; and Matthew Vitale, Telecommunications Division, International Bureau, 445 12th Street, S.W., Room 6-A821, Washington, D.C. 20554. -7-

Copies of the applications and any subsequently-filed documents in this matter may be obtained from ITS. The applications and documents are also available for public inspection and copying during normal reference room hours at the following Commission office: Office of Public Affairs, Reference Operations Division, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. In addition, applications filed under Parts 22, 24, 27 and 101 of the Commission’s rules are available electronically through the Wireless Telecommunications Bureau’s Universal Licensing System, which may be accessed on the Commission’s Internet website. For further information, contact Lauren Kravetz or Elizabeth Williams, Wireless Telecommunications Bureau, Commercial Wireless Division, at (202) 418-7240 (Parts 22, 24, 27); Ramona Melson, Wireless Telecommunications Bureau, Public Safety and Private Wireless Division, at (202) 418-0680 (Parts 90 and 101); or Matthew Vitale, Telecommunications Division, International Bureau, at (202) 418-1460 (international 214 authorizations). - FCC - -8-


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Document Modified: 2008-08-25 15:09:17
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