Attachment 20161229134916-373.p

20161229134916-373.p

SUPPLEMENT

Supplement

2000-01-28

This document pretains to ITC-T/C-20000128-00043 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000012800043_1387696

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SWIDLER BERLIN SHEREFF FRIEDMAN LLP 3000 K STREET, NW, SUiTE300 ‘ 2 6 2000 opy WASHINGTON, DC 20007—5116 TELEPHONE (202)424—7500 FACSIMILE (202) 424—7645 NEW YORK OFFICE 919 THIRD AVENUE NEW YORK, NY 10022 January 28, 2000 VIA COURIER Magalie Roman Salas, Esq. Secretary Federal Communications Commission International Bureau Telecommunications Division P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Application of RCN Corporation and 21st Century Telecom Group, Inc. for Authority to Transfer Control of International Authority (ITC—214—19980731— 00532) held by 21st Century Telecom of Illinois, Inc. Dear Ms. Salas: Enclosed for filing with the Commission are an original and six (6) copies of the above—captioned application. As required by the Commission‘s Rules, a check in the amount of $780.00 is enclosed. Please date—stamp the extra copy of this application and return it in the enclosed self—addressed, stamped envelope. Any questions regarding the enclosed application should be addressed to the undersigned. Respectfully submitted, is A[ //;m LL__// Russell M. Blau John M. Beahn Counsel for RCN Corporation Enclosures ge: Mark J. Tauber, Esq. Joseph 0. Kahl _ Philip J. Passanante, Esq. Robert Currey Breck Blaylock (FCC) George Li (FCC)

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of RCN Corporation and 21st Century Telecom Group, Inc. File No. ITC—ASG—19909________ Application for Authority to Transfer Control of International Authority (ITC—214—19980731—00532) held by 21st Century Telecom of Illinois, Inc. APPLICATION RCN Corporation ("RCN"), and 21 st Century Telecom Group, Inc. ("2 1 st Century")(together "Applicants") by their undersigned counsel and pursuant to Section 214 ofthe Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18 of the Commission‘s Rules, 47 C.F.R. § 63.18, hereby request authority to t?emsfer control of the international Section 214 authorization (ITC—214—19980731—00532) of' 21§t Century‘s subsidiary7 21st Century Telecom of Illinois, Inc. ("21st Illinois”);cgE’;,’C#N. RCN and 21st Century have entered into an Agreement and Plan ofMerger (“Merge:A;eement”) executed on December 12, 1999. To effect the transaction, RCN has created a new acquisition subsidiary, 21st Holding Corp. ("2 1st Holding") organized under the laws of the State of Illinois. 21st Holding will merge into and with 21st Century, the 100% stockholder of 21 st Illinois. 21st Century will become a wholly—owned subsidiary ofRCN. 21st Illinois, therefore, will become an indirect subsidiary of RCN.

Upon consummation of the transaction, 2 1st Illinois‘ internati ustomers will be served by the same team of qualified consumer representatives and will be ded service pursuant to contracts and tariffs that offer all of the services currently offered by llinois at the same rates, terms and conditions. Thus, service will continue to be provided us e same network, billing systems and customer service operations as are used currently by 21 10is. I. PUBLIC INTEREST STATEMENT RCN and 21st Century have determined that the proposed rer will enable the two companies to enhance the range of telecormnmunications services a oices available to their customers. Moreover, the synergies resulting from the transaction romote operational and administrative efficiencies within each company. These enhancemen . efficiencies will enable RCN and 2 1st Century to compete more effectively in the telecommun as market to the ultimate benefit of consumers. Finally, the proposed transaction will be consu »d in a seamless fashion, will be transparent to consumers and will not in any way inconvenienc ause harm to any of 21 st — Illinois‘ customers. II. INFORMATION REQUIRED BY SECTION 63.18 (a) Name, address, and telephone number of Applicants: Transferee: RCN Corporation 105 Carnegie Center Princeton, NJ 08540 Phone: (609) 734—3700 Transferor: 21st Century Telecom Group, Inc. 350 N. Orleans Street, Suite 600 Chicago, IL 60654 Phone: (312) 955—2100

(b) Transferee: RCN is a corporation organized under the laws of the State of Delaware. Transferor: 21st Century is a corporation organized under the laws of the State of Illinois. (c) Correspondence concerning this Application should be sent to: For the Transferee: Russell M. Blau, Esq. John M. Beahn, Esq. Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W., Suite 300 Washington, DC 20007 Phone: (202) 945—6947 Fax: (202) 424—7645 With copies to: Joseph O. Kahl Philip J. Passanante, Esq. RCN Corporation 105 Carnegie Center Princeton, NJ 08540 Phone: (609) 734—3827 Fax: (609) 734—3784 For the Transferor: Mark J. Tauber, Esq. Piper Marbury Rudnick & Wolfe, L.L.P. 1200 19th Street, N.W. Washington D.C. 20036 Phone: (202) 861—3900 With copies to: Robert Currey President and CEO 21st Century Telecom Group, Inc. 350 North Orleans Street Suite 600 Chicago, IL 60654

(d) Transferee: RCN holds Section 214 authorizations through a variety of subsidiaries (see attached Exhibit A) granted by this Commission to provide global resale and/or facilities—based international telecommunications services. Transferor: 21st Illinois, a wholly—owned subsidiary of 21st Century, holds Section 214 authorization, ITC—214—19980731—00532 (effective September 11, 1998) granted by this Commission to provide global resale and/or facilities—based international telecommunications services. (e)(3) By this application, Applicants seek authority to transfer control of 21st Illinois‘ Section 214 authorization to RCN. (h) RCN certifies that it is not affiliated with any foreign carrier. The name, address, citizenship and principal business of the shareholders owning 10% or more of RCN Corporation are as follows:" Name/Address % Held Citizenship Principal Business Level 3 Telecom Holdings Inc. 40.1% United States Telecommunications One Thousand Kiewit Plaza Omaha, NE 68131 The following entities hold a ten percent (10%) or greater ownership or management interest in Level 3 Telecom Holdings Inc.: Name/Address % Held Citizenship Principal Business Level 3 Holdings, Inc. 90% United States Telecommunications One Thousand Kiewit Plaza Omaha, NE 68131 4 Vulcan Ventures, Incorporated ("Vulcean"), 110 110th Avenue, N.E., Suite 550, Bellevue, WA 98004, a United States investment corporation, has agreed to purchase certain convertible preferred stock in RCN. If this stock is issued as agreed and —converted to common stock, Vulcan would potentially control more than 10% of RCN. Currently, however, Vulcan owns less than 10% of the voting stock of RCN. f ;-4_

Name/Address % Held C itizenship Principal Business David C. McCourt 10% TUnited States Investmnent 105 Carnegie Center Princeton NJ 08540 The following entiies hold a ten percent (10%) or greater ownership or raanag:>ment interest in Level :} Holcinys, Inc.: NMame/Ad Iiress % Held C iti:enship Principal Business FKS Inffoomation Serices, Inc. 100% U‘nited States Investment One Thousand Kiewi: Plazs. Omahz, NE 68131 The fo lowing enti:ie: hold a ten percent (10%) or greater ownership or management interest in PKS Iniformaticn Services, Inc.: Nlame/Ad Iress % Held Citi:enship Principal Business Level 3 Communivations Inc. 100% Unied States Investment One Thouvsand Kiewi : Plaza. Omaha, NE 68131 The following entiie: hold a ten percent (10%) or grester ownership or management interest in Level :) Communications Inc.: Name/Ad Iress % Held Citizenship Principal Bus: ness Walter Scott 12% Un:ted States Investment One Thov sand Kie wi : Plaza Omaha, NE 68131 RCN has no interlocking directorates with a foreign carrier. (1) RCN certifies that it is not affiliated within the meaning of Section 63.09(e) of the Commission‘s Rules with a foreign carrier, as defined in Section 63.09(d) of the Commission‘s Rules. 0) RCN certifies that it does not seek to provide international telecommunications services to any destination country where: (1) RCN is a foreign carrier in that country; or (2) RCN controls a foreign carrier in that country; or 15L

(3) any entity that owns more than 25 percent of RCN, or that controls RCN, controls a foreign carrier in that country; or (4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of RCN and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunicaticns servic n the Urite 1 Stat (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) RCN certifies that it has not agreed to accept special cessions, a; dsfi in Section 63.14(b) of the Commission‘s Rules, divectly or 1 rectly, from any f ign carrier, as defined in Section 63.09(d) of the Commissi s Rules, with resy to any U.S. international route where the foreign carrier ; sesses sufficient r ket power on the foreign end of the route to affect compet n advers2ly in th tS market, and will not enter into such agreement:; in the fi e. (0) RCN and 21 st Century certify that no party to this appli« on is sutject to a ual of Federal benefits pursuant to Section 5301 0:‘ the Ant: rug A Jus e Act of 88. See Exhibit B. (P) Applicants request streamlined processing of ‘his appli ion pursitart to S 63.12 of the Commission‘s Rules.

314401.1 III. CONCLUSION WHEREFORE, for the reasons stated herein, RCN Corporation and 21st Century Telecom Group, Inc. respectfully request that the Commussion approve this Application and grant all other relief as necessary and appropriate to effectuate the transaction described herein. Respectfully submitted, wl6‘ jRussell\ M. Blau \John M} Beahn BR BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, NW., Suite 300 Washington, D.C. 20007 Counsel to RCN Corporation Mank v42 Jaun/PHTF Mark J. Tauber Piper Marbury Rudnick & Wolfe, L.L.P. 1200 19th Street, N.W. Washington D.C. 20036 Phone: (202) 861—3900 Counsel to 21st Century Telecom Group, Inc. Dated: January §f 2000

EXHIBIT A Section 214 Authorizations of RCN Corporation

Section 214 Authorizations of RCN Corporation Subsidiaries RCNLong Distance Company and RCN Telecom Holding Company (formerly "RCN Telecom Services,Inc.")"‘; RCN Long Distance Company ITC 93—265 RCN Telecom Holding Company and all present ITC—214—19981002—00679 and future subsidiaries RCN Telecom Holding Company subsidiaries: RCN Telecom Services of Arizona, Inc. ITC—214—19981002—00679 RCN Telecom Services of California, Inc. ITC—214—19981002—00679 RCN Telecom Services of Connecticut, Inc. ITC—214—19981002—00679 RCN Telecom Services of Delaware, Inc. ITC—214—19970723—00430 RCN Telecom Services of Maine, Inc. ITC—214—19981002—00679 RCN Telecom Services of Maryland, Inc. ITC—214—19970723—00430 RCN Telecom Services of Massachusetts, Inc. ITC—214—19961004—00490 RCN Telecom Services of Nevada, Inc. ITC—214—19981002—00679 RCN Telecom Services of New Hampshire, Inc. ITC—214—19981002—00679 RCN Telecom Services of New Jersey, Inc. ITC—214—19970723—00430 RCN Telecom Services of New York, Inc. ITC—214—19961004—00489 RCN Telecom Services, Inc.* ITC—214—19970707—00379 (formerly "RCN Telecom Services of Pennsylvani; RCN Telecom Services of Philadelphia, Inc. dn RCN Telecom Services of Rhode Island, Inc. ced RCN Telecom Servicesof Southeast New York, Ir Shond RCN Telecom Services of Vermont, Inc. Bd RCN Telecom Services of Virginia, Inc. hoof rag. Ne RCN Telecom Services of Washington D.C., Inc. RCN Telecom Services of Washington, Inc. & On November 4, 1999 RCN Telecom Services, Inc., a Delaware corporation, changed its name to RCN Telecom Holding Company. 3 On September 29, 1999 RCN Telecom Services of Pennsylvania, Inc. changed its name to RCN Telecom Services, Inc., a Pennsylvania corporation.

EXHIBIT B Certification of Applicants

CERTIFICATION OF APPLICANT On behalf of RCN Corporation and 21st Century Telecom Group, Inc. and in accordance with Section 1.2001—1.2003 of the Commussion‘ s Rules, 47 C.F.R. ‘ 1.2001—1.20003, I hereby certify that no party to this application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. ‘ 853a. I also hereby certify that the statements in the foregoing application for approval to transfer control of Section 214 authorizations are true, complete and correct to the bes of my knowledge and are made in good faith. Neither RCN Corporation nor 2 1st Century Telecom Group, Inc. has 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 possess sufficient market power on the foreign end of the route to affect competition adversely in the U.S. market. . RCN CORPORATION _ : R * 21st CENYVURYVYTELE ()Up INC. 7//6(_%14%4 fi% By: M O John D. Filipowicz Tsl Q A Name: Name: Koégr 1 C’ur/cu/ 7 Title: Senior Vice President Title: /Dre sic/ en t /c’E O Date: January 24, 2000 Date: ’/,?a /o L


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Document Modified: 2019-04-22 16:51:46
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