Attachment 20161208154815-410.p

20161208154815-410.p

SUPPLEMENT

Supplement

2000-05-25

This document pretains to ITC-T/C-20000525-00331 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000052500331_1380641


COPY WILKINSON)BARKER> KNAUF.R> LLP ay8 2300 N stREET, NW suite 7 0 0 wasHinaton, DC 20037—1128 TEL 202.783.4141 r‘%"-\:\\s fl}\r | FaAx 202.7883.5851 w w w . w b klaw.co m May 25, 2000 Federal Communications Commission International Bureau, Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Mannesmann Telecommunications USA, Inc., Transferor Vodafone AirTouch Plc, Transferee Application to Transfer Control of International Section 214 Authorization Pursuant to Section 63.18(e)(3) of the Commission‘s Rules File No. ITC—214—19981028—00756 To the Commission: Enclosed for filing are an original and five copies of the above referenced application seeking authority to transfer control of the International Section 214 authorization currently held by Mannesmann Telecommunications USA, Inc. to Vodafone AirTouch Plc. This application is subject to streamlined processing pursuant to Section 63.12 of the Commission‘s Rules. An FCC Remittance Advice Form (FCC Form 159), together with the applicable filing fee of $780, accompanies this filing. Please contact this office should you have any questions concerning this filing. Sincerely, WILKINSON BARKER KNAUER, LLP {,&Wm Kenneth D. Patrich Robert G. Morse Enclosure w A S HI N G T O N * FR A N K F U R T e C A R A C A S

READ INSTRUCTIONS CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION i aFl SPECIAL USE REMITTANCE ADVICE 1 L FCC USE ONLY (1)Locksoxx 358115 cce | SECTION A— PAYER INFORMATION | (2) IPA‘YER !\IAME (if paying by credit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (dollars and cerits) Wilkinson Barker Knauer, LLP o 780 .00 (4) STREET ADDRESS LINE NO. 1 2300 N Streset, N.W. (6) STREET ADDRESS LINE NO. 2 Suite 700 (6) Cny (7) STATE (8) ZIP CODE Washington DC 20037—1128 (9) DAYTIME TELEPHONE NUMBER (Include area code) (10) COUNTRY CODE (if not in U.S.A.) (202) 783—4141 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) | SECTION B — APPLICANT INFORMATION | (11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) Vodafone AirTouch Plc (12) STREET ADDRESS LINE NO. 1 The Courtyard (13) STREET ADDRESS LINE NO. 2 204 London Road (14) CITY (15) STATE (16) ZIP CODE Newbury Berkshire rG14 1JX (17) DAYTIME TELEPHON.E NUMBER(Include area code}) (18) CQUNTRY CO!)E '(if not in U.S.A.) 11—44—16353325 United Kingdom (UK) COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159—C) | SECTION C — PAYMENT INFORMATION | (19A) FCC CALL SIGN/OTHER ID (20A)_PAYMENT TYPE CODE (PTC) (21A) QUANTITY (22A) FEE DUE FOR (PTC) IN BLOCK 20A FCC USE ONLY C | U | TL | 1 |g 780 .00 (23A) FCC CODE 1 (24A) FCC CODE 2 (198B) FCC CALL SIGN/OTHER ID (20B)_PAYMENT TYPE CODE (PTC) (21B) QUANTITY (228) FEE DUE FOR (PTC) IN BLOCK 208 FCC USE ONLY (23B) FCC CODE 1 | | | s (24B) FCC CODE 2 (19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT TYPE CODE (PTC) (21C) QUANTITY (22C) FEE DUE FOR (PTC) IN BLOCK 20C FCC USE ONLY (23C) FCC CODE 1 | | | s (24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21D) QUANTITY (22D) FEE DUE FOR (PTC) IN BLOCK 20D FCC USE ONLY (23D) FCC CODE 1 [ __| | s (24D) FCC CODE 2 SECTION D — TAXPAYER INFORMATION (REQUIRED) (25) (26) COMPLETE THIS BLOCK ONLY IF APPLICANT NAME IN B—11 IS DIFFERENT FROM PAYER NAME IN A—2) PAYER TIN 0|s|2|1l2]6|4|1|6|7 APPLICANT TIN |0|a| o o o 0 0 0 0 6 SECTION E — CERTIFICATION | (27) CERTIFICATION STATEMENT I, , Certify under penalty of perjury that the foregoing and supporting information (PRINT NAME) are true and correct to the best of my knowledge, infomation and belief. SIGNATURE SECTION F — CREDIT CARD PAYMENT INFORMATION I (28) MASTERCARDNISA ACCOUNT NUMBER: EXPIRATION DATE: MASTERCARD MONTH YEAR vISA | hereby authorize the FCC to charge my VISA or MASTERCARD AUTHORIZED SIGNATURE DATE for the service(s)/authorization(s) herein described. > SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

Wilkinson Barker Knauer, LLP Date Invoice No. Description Amount os/25/00 14877 s780.00 rFccoor _ Total: $780 .00 {xSEZZ x x IEIIEIEIIIIIIAIINAIEIIIIENEIIIESIII®® EEEMIIIIEIARIIIAIIIXATAIEAIII®IIIIII XIRII®® oo T A 4 Wilkinson Barker Knauer, LLP 123 c0012 5 76 94 : >8 i 2300 N Street N.W., Suite 700 4 Washington, D.C. 20037—1128 f Pste D8/287/00 s ts s $750.00 _ PAY seven Hundred Eighty and 'OOvy/ll(’)O, bqllars . & FEDERAL COMMUNICATIONS COMMISSION_ _ 8 . HAFIHEETE=EEEEEEEEEE®® 0 576q Li ©0 5400004014 OBAL§i25§ 2 XIMEMIXIMANMIMMENIMMMIEAENIANNNEEINIRRRRINRIInnRnnnnnnannncnccnnnanncnncccnrccA000I0nM00n0000000000n0nnI0nn0MxIIIMEAR

Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of MANNESMANN TELECOMMUNICATIONS USA, File No. ITC—T/C— INC., Transferor VODAFONE AIRTOUCH, PLC, Transferee Application for Transfer of Control of International Section 214 Authorization To: The Commission APPLICATION FOR TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATION Pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act‘), 47 U.S.C. § 214, and Section 63.18(e)(3) of the Commission‘s rules, 47 C.F.R. § 63.18(e)(3), Vodafone AirTouch, Plc ("AirTouch") and Mannesmann Telecommunications USA, Inc. (collectively, "Applicants") hereby seek authority to transfer control of the international Section 214 authorization held by Mannesmann Telecommunications USA, Inc., a wholly—owned subsidiary of Mannesmann, AG ("‘Mannesmann"), in connection with the acquisition of Mannesmann by Vodafone AirTouch. For the reasons discussed herein, Commission approval of the instant transfer of control application is consistent with the public interest.

NY j DESCRIPTION OF TRANSACTION Vodafone AirTouch is a global provider of mobile telecommunications services headquartered in the United Kingdom, with interests in 24 countries. In the United States, Vodafone AirTouch indirectly through subsidiaries and partnerships holds a controlling ownership interest in a mobile satellite services licensee, and a number of international Section 214 authorizations, and indirectly holds a noncontrolling ownership in cellular, PCS and paging licensees controlled by Bell Atlantic Corporation and Cellco Partnership.‘ Mannesmann is an international, German—domiciled group active in telecommunications, engineering, automotive, andtubes." Mannesmannis one of Europe‘s largest telecommunications providers with ownership interests in cellular and competitive wireline carriers in a number of countries. On November 16, 1999, Vodafone AirTouch announced an offer to acquire all of the shares of Mannesmann. On February 4, 2000, Vodafone AirTouch and the management of Mannesmann reached an agreement on the terms of the acquisition. Pursuant to the merger, Vodafone AirTouch offered 58.9646 Vodafone AirTouch Shares for each Mannesmann Share. Under the transaction, Mannesmann shareholders hold not more than 49.5 percent ofthe combined company. Four members of Mannesmann‘s Supervisory Board have been invited to join the Board of Vodafone AirTouch, for a total of 5 representatives out of a total of 19 on the postmerger Vodafone AirTouch board. Thus, existing Vodafone AirTouch shareholders and management will continue to exercise defacto and dejure control of Vodafone AirTouch and its U.S. subsidiaries. The European Commission approved the transaction on April 12, 2000. 1 See Vodafone AirTouch Ple and Bell Atlantic Corporation, Memorandum Opinion and Order, DA 00—721, [ 7—8 (rel. March 30, 2000). 2 Mannesmann‘s engineering and automotive divisions will later be sold as a part of the transaction.

3 Because of the nature of this transaction and the Merger Control Law in the European Union within which it has evolved, Vodafone AirTouch is in the unusual position ofseeking Commission approval of a transaction for which many ofthe steps required under corporate law have already been undertaken. To date, at least 98 percent of all Mannesmann shares havebeen tendered. Until European Commission approval of the transaction, however, Vodafone AirTouch was prohibited from exercising control of those Mannesmann shares. Indeed, Vodafone AirTouch was effectively prohibited from conducting the type of due diligence typically undertaken prior to consummation of suchtransactions. Vodafone AirTouch subsidiary Globalstar USA, Inc. submitted a Foreign Carrier Affiliation Notification on April 14, 2000, based on publicly—available information at the time, but Vodafone AirTouch has since beenable to obtain updated information, as reflected below.* PUBLIC INTEREST STATEMENT Commission approval of the instant transfer of control application is necessary to reflect Vodafone‘s defacto ownership rights over all Mannesmann AG corporate assets. Mannesmann Telecommunications USA, Inc. will continue to exist as a U.S. subsidiary and hold the international Section 214 authorization. This transaction will not have anti—competitive effects in any U.S. international service market, including any input market that is essential for the provision of international service. This is confirmed by the fact that Vodafone AirTouch and 3 As the Commission has previously determined in a different but relevant context, "the circumstances surrounding a tender offer . . . while increasingly commonplace in the financial world are clearly not ordinary in the context of a licensee‘s affairs and in the license transfer setting . . . ." Tender Offers and Proxy Contests, Policy Statement, 59 Rad. Reg. 1536, 8 (1986). 4 The differences between the information provided herein and in the April 14, 2000 FCN filing are minor and not of decisional significance.

4 Mannesmann are not significant potential participants in the provision of U.S. facilities—based international services." Moreover, for the reasons discussed below, no foreign carrier affiliate of the combined Vodafone AirTouch—Mannesmann has sufficient market power on the foreign end of a route to affect competition adversely in the U.S. market. All foreign carrier affiliates are from WTO Member countries, and all are either competitive mobile wireless or local service providers with far less than 50 percent of the international transport and local access markets in their respective countries. SECTION 63.18 INFORMATION In accordance with Section 63.18 of the rules, Applicants submit the following information in support of this Application. The information set forth belowis labeled according to the corresponding rule section to which it is responsive. I. Transferee/Transferor Information Section 63.18(a)—(b) —— Transferee/Transferor Name, Address and Citizenship Transferor: Mannesmann Telecommunications USA, Inc. 450 Park Avenue, 24th Floor New York, NY 10022—2669 Citizenship: Delaware 5 Vodafone AirTouch subsidiaries are currently constructing earth stations for use with the Globalstar system, and Mannesmann is currently carrying some traffic for a competitive wireline affiliate (Arcor) from Germany to New York. Thus, both carriers are, at most nascent facilities— based providers of international services.

Transferee: Vodafone AirTouch, Plc The Courtyard 2—4 London Road Newbury, Berkshire RG14 1JX United Kingdom Citizenship: United Kingdom Section 63.18(c) Contact Information. All correspondence concerning this application should be addressed to: On behalf of Transferor: Joseph E. Innamorati, Esq. Mannesmann Corporation 450 Park Avenue, 24th Floor New York, New York 10022 Phone: (212) 826—0040 FAX: (212) 826—0074 Transferee: Pamela J. Riley AirTouch Communications, Inc. 1818 N Street, NW Suite 800 Washington, DC 20036 Phone: (202) 293—4960 FAX: (202) 293—4970 Section 63.18(d) —— Existing Authorizations. Neither Mannesmann nor Vodafone AirTouch directly hold any international Section 214 authorizations. Mannesmann‘s wholly— owned subsidiary, Mannesmann Telecommunications USA, Inc. currently holds the international Section 214 authorization subject to the instant application for international facilities—based and resale service pursuant to Sections 63.18(e)(1) and (e)(2) of the Commission‘s rules (File No. ITC—214—19981028—00756). Vodafone AirTouch affiliate Globalstar USA, Inc. is authorized to provide

6 international facilities—based and resale service for certain earth station facilities pursuant to Sections 63.18(e)(1) and (e)(2) of the rules (File Nos. ITC—214—19990728, ITC—214—19991229— 00795). II. Transferee Information Section 63.18(h) —— Ten Percent or Greater Direct or Indirect Shareholders. There are no ten percent or greater direct or indirect shareholders in Vodafone AirTouch. Section 63.18(i) —— Foreign Carrier Affiliations. Vodafone AirTouch hereby certifies that it is affiliated with foreign carriers in Australia, Canada, Egypt, Fiji, Germany, Greece, India, Japan, Malta, New Zealand, South Africa, Sweden, The Netherlands, Uganda, United Kingdom, Portugal, and Hungary. The Commission has already determined that Vodafone AirTouch is entitled to nondominant treatment on all of these routes.© Each ofthese affiliates is a mobile wireless carrier that holds substantially less than 50 percent of the international transport and local access markets in their respective countries. Except as discussed below with regard to Germany, the transaction described herein does not alter Vodafone AirTouch‘s ownership in these foreign carrier affiliates. Applicants hereby further submit a list of foreign carrier affiliations involving the countries and carriers listed below, resulting from the acquisition of Mannesmann AG by Vodafone AirTouch." 6 See AirTouch Communications, Inc. and Vodafone Group, Plc, Memorandum Opinion and Order, DA 99—1200,[ 15—18 (rel. June 22, 1999); Public Notice, FCN—00010, File No. FCN—NEW—19991124—0050 (rel. Dec. 8, 1999); Public Notice, FCN—00014, File No. FCN— NEW—19991223—0058 (rel. Feb. 11, 2000). § The previously—announced merger of Mannesmann and Orange U.K., a mobile wireless service provider in the United Kingdom, will not be consummated under the terms of the Vodafone AirTouch—Mannesmann merger.

7 —— Germany. As previously disclosed, Vodafone AirTouch already holds a greater than 25 percent indirect ownership interest in cellular carrier Mannesmann D2. Its interest will increase from a co—controllinginterest to 100 percent and sole controlling ownership interest. Vodafone AirTouch will also acquire a 74 percent controlling ownership interest each in fixed line telephony carriers Arcor and o.tel.o. —— France. Vodafone AirTouch will hold approximately a 32 percent ownership. interest in cellular carrier SFR. —— Italy. Vodafone AirTouch will hold approximately a 77 percent controlling interest in cellular provider Omnitel. Vodafone AirTouch will also hold a 100 percent ownership interest in fixed line telephony carrier Infostrada. —— Austria. Vodafone AirTouch will hold a controlling 53 percent interest in fixed line telephony and mobile telephonycarrier Tele.ring. Sections 63.18(G) —— Affiliated Destination Markets. Vodafone AirTouch hereby certifies that it seeks to provide international telecommunications services to the destination countries listed above in which it holds a controlling ownership interest: Germany, Italy, and Austria. Section 63.18(k) —— Status as Nondominant Carrier. Each of the above—referenced countries is a WTO Member, and the foreign carriers discussed aboveare competitive mobile wireless and/or competitive local service providers. None are monopoly providers of communications services, and none have sufficient market power on the foreign end of the route to affect competition adversely in the U.S. The foreign carriers also hold substantially lower than 50 percent of the international transport and local access markets in their respective countries. Sections 63.18(I)—(m) —— International Switched Resale Condition/Non—Dominant Treatment. As demonstrated above, Vodafone AirTouch affiliates providing either facilities— based or resold international telecommunications services to countries where such affiliates will

8 acquire an affiliation with a foreign carrier —— namely, Germany, France, Italy, and Austria —— are entitled to nondominant treatment pursuant to Section 63.10(a)(3) of the Commiuission‘s rules. Section 63.18(n) —— Special Concessions Certification. Vodafone AirTouch hereby certifies that it has not agreed to accept any special concessions directly or indirectly from any foreign carrier or foreign administration with respect to traffic or revenue flows between the United States and any foreign country which Vodafone AirTouch may serve under the authority granted pursuant to this Application and will not enter into any such agreements in the future. Section 63.18(0) —— Anti—Drug Abuse Act Certification. Pursuant to Section 63.18(J), Vodafone AirTouch certifies that, in accordance with 47 C.F.R. §§ 1.2001—1.2003, no officer, director or five percent or moreequity holder has been denied Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862. Section 63.18(p) Streamlined Processing. For the reasons discussed above, the authorized carriers controlled by Vodafone AirTouch qualify for a presumptionof non— dominance under Section 63.10(a)(3) of the Commission‘s rules on all applicable routes. This application is therefore subject to streamlined pursuant to Section 63.12(c)(1)(1) of the Commission‘s rules.

CONCLUSION Accordingly, Applicants respectfully submit that the public interest, convenience and necessity will be served by grant of the instant application. Respectfully submitted, VoODAFONE AIRTOUCH, PLC (/ *A By: ,/%WLZ/(/& fi&?’/ . MANNESMANN TELECOMMUNICATIONS USA, INC. Jose'p/H E. Ifmamorati, Vice President May 22, 2000


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