Attachment 20161227103649-073.p

20161227103649-073.p

SUPPLEMENT

Supplement

2000-04-03

This document pretains to ITC-T/C-20000403-00196 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000040300196_1386114

Streamlined ITC-T/C-20000403.OOlg6 UNIVERSALCOM INC. DATA & ELECTRONIC SERVICES, INC. & DES LONG DISTANCE Categories of Services for 214 Applications (Streamline/Non-streamline) E1 LIMITED/GLOBAL RESALE SERVICE i:i LIMITED/GLOBAL FACILITIES-BASED SERVICE D LIMITED/GLOBAL FACILITIES-BASED/RESALE SERVICE E INDIVIDUAL FACILITIES-BASED SERVICE o INTERCONNECTED PRIVATE LINE RESALE SERVICE o INMRSAT AND MOBILE SATELLITE SERVICE o INTERNATIONAL SPECIAL PROJECT o SWITCHED RESALE SERVICE TRANSFER OF CONTROL 0 ASSIGNMENT OF LICENSE o PRO FORMA TRANSFER/ASSIGNMENT o SPECIAL TEMPORARY AUTHORITY 0 SUBMARINE CABLE LANDING LICENSE Description of Application:

APPROVED BY 0MB 3O6O.Jj READ INSTRUCTIONS CAREFULLY BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION ____ F/SE REMITTANCE Al) VICE R 0 32000 FCC USEONLY PAGE NO. OF - -., (1)LOCKBOX# SECTION A - PAYER INFORMATION Card) (3) lOYAL AMOUNT PAlO (dollars and c.nts) 2) PAYER NAME).I p.y.ng by cr04.1 Card, .nt.r nan.. .o.cUy a. it .pp.ar0 on your $ 780.00 Nwsky , Rronston R (othard 4) STREET ADDRESS UNE NO.t 3500 N. Causeway Blvd. #1442 5) STREET ADDRESS UNE NO.2 (1)STATE (I)ZJPCODE 6)CITY Metairie LA 70002 (10) COUNTRY CODE (if not in U.SA.) 9) DAYTiME TELEPHONE NUMBER (Includ. a,.. cod.) (504__R32-1984 _____________________________________________ IF PAYER NAMEAND THE APPLIcANTe.NAME'AREDIFFERENT-COMPLETE SECTION - IF MORE THAN ONE APPUCANT USECONTINUATION SHEETS (FORM 159.C)J- SECTION B - APPUCANT INFORMATION 11) APPLiCANT NAME44 paytno by Cr044 Card. enMt nun.. .oacUy as 8.pp..r on yoUr card) Niswniifh Cnmmiini rti ons rrirp _ 12) STREET ADORESS LINE NO.1 l3)STREEDDl2 Main Strt 14(1TY New3out h cen t er (1S)STATE (16)ZIPCODE GrnvilJ1 e SC (18) COUNTRY CODE (4 not in U.5&( 29601 I?) DAYTIME TELEPHONE NUMBER) nclud. a,.. cod.) (R4 627_1O5O I 59-C) ; COMPLETE SECTION c,.FOR EACH SERVICEIF MOREBOXES ARE NEEDED,"USE CONTINUATION SHEETS (FORM SECTION C - PAYMENT INFORMATION (21A) QUANTITY (22A) FEE DUE FOR (PlC) IN BLOCK 20A FCC USE ONLY . ,.o,, ,- iSA) FCC CALL SIGN/OTHER ID (20A) PAYMENT TYPE CODE (PlC) C I I K I 1 s $780.00 24A) FCC CODE 2 23A) FCC CODE I (218) QUANTITY (228) FEE DUE FOR (FTC) IN BLOCK 208 FCC USE ONLY - lie) FCC CALL SIGN/OTHER ID (205) PAYMENT TYPE CODE (PTC) 124B( FCC CODE 2 238) FCC CODE I (21C) QUAN1TFY (22C) FEE DUE FOR (PTC( IN BLOCK 20C FCC USE ONLY I (2EC) PAYMENT TYPE CODE (FTC) i i i hG) FCC CALL SIGN/OTHER /0 23C) FCC CODE 1 l S 24C) FCC CODE 2 (220) FEE DUE FOR (PTC) IN BLOCK 200 FCC USE ONLY ,. -- I (2ED) PAYMENT TYPE CODE (PlC) (210) OUAN11TY 190) FCC CALL SIGN/OTHER /0 ________________ 240) t-CC S CODE 2 230) FCC CODE 1 SECTION ;D - TAXPAYER INFORMAT1ON(REQUIRED) 26) COMPLETE THIS BLOCK ONLY IF APPUCANT NAME IN B-li IS DIFFERENT FROM PAYER NAME IN A-2) 25) PAYERTIN 0 7 {2 12 1 5 1 8 l 0 I 52 fAPPL10ANTTIN iø 7 1 0 1 3 1 8 1 6 21) CERTIFICATION STATEMENT • - •• SECTION CERTIFICATION I, El lcnAnn Sends. ___________. Certify under penalty of perjury that the foregoing and supporting information SIGNATURE /41r are true and correct to the best of my knowledge, infomation and belief. SECTION F - CREDIT CARD PAYMENT INFORMATION Ei1ON DATE: 28) MASTERCAREIMSA ACC&INT NUM8: TERCARDWWW HIH MONTH YEAR AUTHORIZED SIGNATURE DATE ViSA I homEy .othonz. tb. FCC to cfc.rg. n.y VISA or MASTERCARD forth. servlco(s//authorrzations(s) herer. described. SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY1997 (REVISED)

NOWALSKY, BRONSTON & GOTHARD A Professional Limited Liability Company Attorneys at Law Leon L. Nowaisky 3500 N. Causeway Boulevard Monica R. Borne Benjamin W. Bronston Suite 1442 EllenAnn G. Sands Edward P. Gothard Metairie, Louisiana 70002 Telephone: (504) 832-1984 Facsimile: (504) 831-0892 March 31, 2000 Federal Communications Commission lB Telecommunications Division P.O. Box 358115 Pittsburgh, PA 15251-5115 RE: Application for consent to the transfer of control of a business which has Section 214 International Message Toll Service authorization Dear Sir: Enclosed pleasefindthefollowing documents submitted on behalf of UniversalCom, Inc. (aka Data & Electronic Services, Inc. d/b/a DES Long Distance) and NewSouth Holdings, Inc.: 1. The original and five (5) copies of an Application for consent to the transfer of control of a business which has Section 214 International Message Toll Service authorization. 2. The original and five (5) copies of FCC Form 159. Our check in the amount of $780.00 representing the filing fee for this Application. Should you have any questions or require additional information, please call me. Thank you for your cooperation and assistance with this filing. In order to acknowledge receipt, return a copy of this letter, date-stamped, in the envelope provided. Sincerely, EllenAnn G. Sands Enclosures

BEFORE THE Federal Communications Commission WASHINGTON, D.C. In the Matter of UNIVERSALCOM, INC. (a/k/a Data & Electronic Services, Inc. dlbla DES Long Distance) and its Shareholders, Transferors. NEWSOUTH HOLDINGS, INC. and its Shareholders, Transferees, and ) File No. Application for consent to the transfer of control of a business which has Section 214 International Message Toll Service authorization To: The Commission APPLICATION FOR CONSENT TO TRANSFER OF CONTROL NewSouth Holdings, Inc. ("NewSouth") and its shareholders and UniversalCom, Inc. (a/k/a Data & Electronic Services, Inc. d/b/a DES Long Distance) ("UCI") and its shareholders, pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 63.18(e)(5) of the Commission's Rules, hereby apply for consent to the transfer of control of UCI, a holder of an International Message Toll Service ("IMTS") authorization (the "Certificate") under the name "Data & Electronic Service, Inc. d/bla DES

Long Distanc&' pursuant to File No. ITC-95-079, to NewSouth. The Certificate authorizes UCI to resell international message toll services. NewSouth is a holding company which operates through its wholly owned subsidiary, NewSouth Communications Corp. ("NCC"). NCC is also a holder of an International Message Toll Service ("IMTS") authorization pursuant to File No. ITC-98-206. Approval of the proposed transfer will permit NewSouth to compete more effectively in the international voice service marketplace and, as a result, will benefit the public interest. In accordance with 47 C.F.R. § 63.12, the parties request streamlined processing of this Application. I. THE PARTIES UCI is a privately held Florida corporation with principal offices located at 185 Stahiman Avenue, Destin, Florida 32540. UCI is a non-dominant carrier that provides intrastate, interstate and international long distance and local exchange services. UCI is authorized by the FCC to provide interstate and international services as a non-dominant carrier as well as local and intrastate interexchange service pursuant to certification, registration or tariff requirements, or on an unregulated basis, in four (4) states. NewSouth is a privately held Delaware corporation with principal offices located at NewSouth Center, 2 North Main Street, Greenville, South Carolina 29601. NewSouth is a holding company whose wholly owned subsidiary, NCC, provides intrastate, interstate and international long distance and local exchange services. NCC is authorized by the FCC to provide interstate and international services as a non-dominant carrier as well as local and/or intrastate service, pursuant to certification, registration or tariff requirements, in twenty-two (22) states. Page2of 8

II. THE PROPOSED TRANSACTION UCI and NewSouth have entered into an Agreement and Plan of Merger and Reorganization (the "Agreement") pursuant to which a wholly owned subsidiary of NewSouth ('Merger Sub') will merge with and into UCI with UCI continuing as the Surving entity (hereinafter, the "Acquisition"). As a result of the merger, NewSouth will acquire all of the issued and outstanding shares of UCI's common stock for equitable consideration. After the transaction, UCI will continue to operate, in all material respects, as it currently operates. The technical, managerial and financial personnel of NewSouth, in addition to various current UCI employees, will become the technical, managerial and financial personnel of UCI after this transaction. UCI will continue to provide IMTS service under its present Section 214 Authority. UCI will continue to operate as a non-dominant common carrier with regard to the provision of international resale services to foreign points in accordance with the Commission's International Competitive Carrier policies. Page 3 of 8

III. THE PUBLIC INTEREST The transfer of control of UCI will serve the public interest by permitting the combined companies to compete more effectively in the IMTS market. UCI's operations will more readily increase in size and profitability due to enhanced economies of scale. As a result, the combined companies will be able to offer better service to its customers at competitive rates. The Commission recognizes that the international market for resold services is becoming increasingly competitive in nature and that such competition benefits consumers. Given the Commission's desire to foster competition in the IMTS resale market, grant of the proposed transaction is in the public interest. IV. INFORMATION REQUIRED BY SECTION 63.18 OF THE COMMISSION'S RULES (a) The name, address and telephone number of the transferor and transferee. Transferor: UniversalCom, Inc. 185 Stahlman Avenue Destin, Florida 32540 (850) 337-0077 Transferee: NewSouth Holdings, Inc. NewSouth Center 2 N. Main Street Greenville, South Carolina 29601 (864) 627-5050 (b) The state of incorporation of transferor and transferee. - Transferor, UCI, is a corporation organized under the laws of the State of Florida. Page 4 of 8

Transferee, NewSouth, is a corporation organized under the laws of the State of Delaware. Merger Sub will be a wholly owned subsidiary of NewSouth and a corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this Application should be addressed to: EllenAnn G. Sands Nowalsky, Bronston & Gothard, APLLC 3500 N. Causeway Boulevard, Suite 1442 Metairie, Louisiana 70002 (504) 832-1984 (d) Previous authority under Section 214 of the Act. Applicant/transferor, UCI, is presently, and will remain after the transaction, a non-dominant carrier subject to Section 214 of the Communications Act of 1934, as amended. 47 U.S.C. § 214. UCI is an authorized provider of international resale services between the United States and all international points currently served by authorized carriers. UCI received its International Section 214 Authority under the name "Data & Electronic Services d/b/a DES Long Distance" pursuant to File No. ITC-95-079 (effective January 23, 1995) which may be found in Report# 1-8005 dated February 1, 1995. 2. Applicant/transferor, UCI, presently resells and will continue to resell after the transaction international voice message toll service provided by other authorized carriers on a basis determined by the applicable rates, terms and conditions reflected in UCI's (a/k/a Data & Electronic Services, Inc. d/b/a DES Long Distance) International Message Telecommunications Service Tariff F.C.C. No.4 on file with the Commission. (e) NewSouth is a holding company whose wholly-owned subsidiary, NCC, currently holds 214 authority granted pursuant to ITC-98-206 (effective April 29, 1995) which may be found in Report # 1-8301 under the name "NewSouth Communications, LLC" dated April 30, 1998. NewSouth seeks to acquire control of UCI, the holder of the Section 214 authorization described in paragraph (d) above, and requests Commission approval in accordance with Section 63.1 8(e)(5) of the Commission's regulations. Page 5 of 8

(f) NewSouth seeks no other authorizations under Section 63.18(e). (g) Not applicable. (h) NewSouth certifies to the following information: (I) NewSouth is not a foreign carrier and has no affiliation with a foreign carrier. (2) The name, address, citizenship, and principal place of business of the owners of NewSouth, holding a 10 percent or greater ownership interest, are: Name: Michael LaFrance Address: 2 North Main Street, Greenville, SC 29601 Citizenship: USA Principal Place of Business: 2 North Main Street, Greenville, SC 29601 Name: Tracy Cooper Address: 2 North Main Street, Greenville, SC 29601 Citizenship: USA Principal Place of Business: 2 North Main Street, Greenville, SC 29601 Name: Neal Nodvin Address: 2 North Main Street, Greenville, SC 29601 Citizenship: USA Principal Place of Business: 2 North Main Street, Greenville, SC 29601 Name: J. Edward Terrell Address: 2 North Main Street, Greenville, SC 29601 Citizenship: USA Principal Place of Business: 2 North Main Street, Greenville, SC 29601 Name: David Hudson Address: 2 North Main Street, Greenville, SC 2961 Citizenship: USA Principal Place of Business: 2 North Main Street, Greenville, SC 29601 (3) NewSouth does not have an affiliation with any U.S. carrier whose facilities-based services will be resold under UCI's Section 214 authorization. Page 6 of 8

(I) NewSouth certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the United States and any foreign countries it is authorized to serve, and will not enter into such agreements in the future. (j) The parties to this application certify that they are not subject to a denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. V. SUMMARY AND CONCLUSION The public benefits and the economic justification for the proposed Agreement and Plan of Merger and Reorganization are discussed above in Section III of the instant application. In summary, consent to the proposed transaction will allow UCI and NewSouth to realize certain economies of scale and operating efficiencies, will enhance their ability to compete with larger more experienced carriers, and will increase the cost-effectiveness of their combined operations. Accounting will be in conformity with generally accepted accounting principles. Service will be provided in accordance with existing tariff charges and regulations on file with the Commission and revisions, reissues and amendments thereof. No new construction is involved, and grant of the instant application would not constitute a "major" environmental action pursuant to Section 1.1305 of the Commission's Rules. Page 7 of 8

In view of the foregoing, UCI and NewSouth jointly request that the Commission grant the instant application for consent to the transfer of control of UCI, an entity which has Section 214 International Message Toll Service Authorization. Respectfully submitted, By 4vcLk EllenAnn G. Sands Nowalsky, Bronston & Gothard A Professional Limited Liability Company 3500 N. Causeway Boulevard Suite 1442 Metairie, Louisiana 70002 Telephone: (504) 832-1984 Counsel for UniversalCom, Inc., and its shareholders, and NewSouth Holdings, Inc., and its shareholders March 31, 2000 Page 8 of 8

STATE OF LOU tSA4A COUNTY OF VERIFICATION I, John McNamara, am the Chairman of UniversalCom, Inc. and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true of my own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe thepto be true. Sworn to and subscribed before me, Notary Public, in and for the State and County named above, this 5tJ-day of March, 2000. -._______ Notary Public My commission expires: ___________

STATE OF - f\ C COUNTY OF VERIFICATION I, Michael LaFrance, am the President and Chief Executive Officer of NewSouth Holdings, Inc. and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true of my own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe them to be true. By: Name: Michael LaFranc Title: President/CEO Sworn to and subscribçJ before me, Notary Public, in and for the State and County named above, this bday of March, 2000. Notary Public tvw My Comisson FxDhm .kits' . My commission expires:


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