Attachment 20161215100252-883.p

20161215100252-883.p

SUPPLEMENT

Supplement

2000-07-25

This document pretains to ITC-T/C-20000720-00449 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000072000449_1382315

Categories of o LIMITED/GLO# o LIMITED/GLOB SED SE o LIMITED/GLOBAL FACILI SED/RE o INDIVIDUAL FACILITIES SERVIC o INTERCONNECTED PRIVATE RESALE o INMARSAT AND MOBlLE S2 E SERVICE o INTERNATIONAL SP C o *# SWITCHED RESALE S TRANSFER OF CONTHI ASSIG NT OF LICENSE o PRO FO TRANSFER/ASSIGNMENT o SPECIAL TEMPORARY AUTHORITY o SUBMARINE CABLE LANDING LICENSE Description of Application: $l ila Wweutiy fr £AK — Hrom—de far PM —ealted ppptions <7.Li;;h> (’(,{'\'l(/fiv\;/(x"iro i3 (OZ; C(*x-'Tifi\ HO\/ —~ Lv"fl‘;“xp {:5', \L‘E:fifj ‘0 '\/ v’t’) M/‘.\(B}\‘pjj FW&’;./}

READ INSTRUC LION® CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEENING FEDERAL COMMUNICATIONS COMMISSION SPEC AL USE REMITTANCE ADVICE FCC USE ONLY PAGE N L e ]' m o0 PNMMA (1) LOckBOXx # 358115 ag l aes #t ba O_-“O(LUE—ZHNQHE 1OM nemrmeemetnrainmens moues Amominemnimemnsmeres i x ~SEcTioNg "~Paverncrovaoon"e l 2) PAYER NAME(if paying by credit card enter name exi. tly as it appeirs on your card) (3) TOTAL AIMOUNT PAID (dollar: and c 1ts) Lukas, Nace, Gutieriez & Sachs, (Chartered , 180 .00 [l) STREET ADDRESS LINE NO. 1 1111 Nineteenth Street, N.W. [5) STREET ADDRESS LINE NO. 2 Suite 1200 6) CiTY ) state (6) uip cooe oC T Washington, DC 20036 (9) DAYTIME TELEPHONE NUMBER (Inch de area <;;T (10) COUNTRY CODE (if not in U.S.A.) (202) ‘857—3500 IF PAYER N. AME AN ) TFE APPLICAN T NAME ARE DIFFERENT, COMPLETE SEC:TI )N B IF MOR: THAN JNE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C e ae e c3TonS— ~rcot,eoctoovamamd 11) APPLICANT NAME(if paying 5y credi( card, enter narm exactly as it ap sears on your cat 1 Communications Desigr, Iaic. 12) STREET ADDRESS LINE NO. 1 Main Street (13) STREET ADDRESS LINE NO. 2 P.0. Box 48 & 8 C 14) CITY (15) STATE (16) ZIP CODE m Bar Mills ME 04004 17) DAYTIME TELEPHONE NUMBER (incl_de area code} (18) COUNTRY CC DE (if not in U.S.A.) (207) 929—9911 & 6 COMPLETE SECTION C FOR EAC A SERVICE,, IF MCF E BOXES ARI: NEEDED, USE CONTINUATION SHEE! 5 (FORM 159—G) 19A) FCC CALL SKi THER (20A) PAYMEN\ K cEhove— pavenr: TYPE C )DE (PTC) mm [ A a ty (22A) FEE DUE FOR (PTC) IN BLOCK 20A Y C Section 214 C_rfl T 23A) FCC CODE 1 24A) FCC CODE 2 QI!B) FCC CALL Sic NotHeR 10 (208) PAYMENT [YPE C iDE (PTC) a n cumnity (228)| EE DUE FOR (PTC) IN BLOCK 208 ,Fcc USE ONLY eommmemememmmumemmene 238) FCC CODE 1 $ _I_ | s 248) FCC CODE 2 F“C) FCC CALL SIGN/OTHER ID (20C) PAYMENT ‘YPE C DE (PTC) C Tounam (22c) ree ue ror (PrC)in BLoGK 20c Trce use onty 23C) FCC CODE 1 [ DL | 24C) FCC CODE 2 gwm FCC CALL SIGN/OTHER ID (200) PAYMENT TYPE CODE (PTC) iocoantny (220)ree oue ror (PrC) in BLoGK 200 FCC use onLy 230) FCC CODE 1 __T___j : 240) FCC CODE 2 |.___SECHON_D — IAXPAYER INFORMATION_(REQUIRED 25) PAYER TIN 8| 6 7 1 1 APPLICANT TIN 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 beliefSIGNATURE MASTERCARD MONTH YEAR AUTHORIZED SIGNATURE DATE VISA 1 ereay authonze the FCC to charge my VISA or MAS TE RCARD for the servicatsauthontaboos(s) herein described SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

LUKAS, NACE, GUTIERREZ & SACHS CHARTERED 1111 NINETEENTH STREET, N.w. sUITE 1200 CONSULTING ENGINEERS RUSSELL D. LUKAS DAVID L. NACE WwaASHINGTON, D.C. 20036 ALI KUZEHKANANI THOMAS GUTIERREZ (202) 857—3500 LeROY A. ADAM LEILA REZANAVAZ ELIZABETH R. SACHS AHMAD EL—OMAR GEORGE L. LYON, JR. JOEL R. KASWELL OF CoUnsEL PAMELA L. GIST JOHN J. MCAVOY DAVID A. LaAFURIA J.K. HAGEII1+ MARILYN SUCHECKI MENSE TELECOPIER PAMELA GAARY HOLRAN July 20, 2000 (202) #42—4485 B. LYNN F. RATNAVALE TODD SLAMOWITZ Email: Ings@feclaw.com DAVID M. BRIGLIA+ hittp://www.feclaw.com ALLISON M. JONESt WRITER‘S DIRECT DIAL * NOT ADMITTED IN D.C. RECEIVED (202) 828—9469 dnace@feclaw.com Federal Communications Commission JUL 2 5 2000 International Bureau — Telecommunications P.O. Box 358115 Telecom Division International Bureau Pittsburgh, Pennsylvania 15251—5115 Re: Application for Transfer of Control of Section 214 Authority FCC File No. 98—431 Authorized Reseller: Communications Design, Inc. Transferor: Robert C. Carroll, et al. Transferee: TLA Spectrum LLC Dear Sir or Madam: Transmitted herewith is an application for transfer of control of Section 214 Authority granted in File No. 98—431 to Communications Design, Inc, from Robert C. Carroll et al. to TLA Spectrum LLC. Attached to the original application is a check in the amount of $780.00, made payable to the Federal Communications Commission, in payment ofthe required filing fee. Very truly yours, /« Davi&’ L. Nace

efore the FEDERAL CON NICA¥ATIONS COMMISSION Wa ton, D.C. 20554 In re: Application of ) ) Communications Design, Inc., $ File No. Robert C. Carroll, et al., and ) TLA Spectrum, LLC ) ) For Transfer of Control of Authorizatio1 & granted in File No. 98—431 to Communi Design, Inc. under Section 214 ofthe ie RECEIVED Communications Act of 1934, as Amen Resell the Provision of International Sw 1) ; in. 2 5 2000 Private Line, Data, Television and Busii Telecom Division ) Services To International Points ) International Bureau To: Chief, Telecommunications Div: International Bureau APPLICATION FOR TRANSFE] CONTROL OF SECTION 214 AUTHORITY Communications Design, Inc. ( ‘), Robert C. Carroll and other stockholders of Saco River Telegraph and Telephone Compan LTT") (collectively, "Transferor") and TLA Spectrum, LLC ("‘Transferee" or "TLA") hereby wuthorization to transfer control of the Section 214 authorization granted to CDIin FCC Fil [TC—98—431 to provide international switched, private line, data, television and business servicus w all international points through the resale of existing facilities of authorized U.S. common carriers, and to resell private lines for the purpose of providing international basic switched services to countries found to offer equivalent resale opportunities. In the proposed transaction, SRTT Acquisition Corp., a newly formed wholly owned subsidiary of TLA, will be merged into SRTT with SRTT to survive after the merger. The name SRTT will be changed to Saco River Telecommunications, Inc. ("SRTIT‘) after the merger. Transferee will hold all of the stock of SRTI. SRTTI‘s wholly owned subsidiary, Saco River Communications

Corporation, will continue to own all the stock of CDI. The current and proposed organizational structures of the companies to be acquired are shown in diagrams attached hereto. In support ofthis —equest, the applic ants stbniit the following information required by Section 63.18 of the Commussions Rulss: (a) Name anc! Address of CDI: Communications Design, Inc. Main Street P.O. Box 408 Bar Mills, Maine 04004 Name and address of Trans ‘eror: Robert C. Carroll, et al. Main Street P.O. Box 48 Bar Mills, Maine 04004 Name and address of Transieree: TLA Spectrum, LLC P.O. Box 2000 Alexandria, Minnesota 56308 (b) Transferor stockholders are United S:ates citizens and Transferee is organized in the state of Minnesota. (c) Correspondence concerning this application concerning CDI or Transferor should be addressed to: Mr. Robert C. Carroll Main Street P.O. Box 48 Bar Mills, Maine 04004 (207) 929—9911

with a copy to: Theresa F. Falk, Esq. Pillsbury, Madison & Sutro, LLP 1100 New York Avenue. NW., 9" Floor Washiagton, D.C. 20005 (202) 8§61—3094 and David L. Naze, Esq. Lukas, Nace, Gutierrez & Sachs 1111 Nineteenth Street, N.W., Swite 1200 Washin1gton, D.C. 20036 (202) £57—3500 Correspondence concerning this application for Transferee should be iddressed to: Ann K. Newhall Vice President and General Counsel TLA Spectrum, LLC P.O. Box 2000 Alexandria, Minnesota 56308 (320) 762—2000 with a copy to: David L. Nace, Esq. Lukas, Nace, Gutierrez & Sachs 1111 Nineteenth Street, NW., Suite 1200 Washington, D.C. 20036 (202) $57—3500 and Theresa F. Falk, Esq. Pillsbury, Madison & Sutro, LLP 1100 New York Avenue, N.W., 9°" Floor Washington, D.C. 20005 (202) 861—3094

(d) Statement of previously received authority: CDI, under the control of Transferor, was granted authority under Section 214 of the Act in FCC File No. ITC—98—431. Transferee holds authority under Section 214 ofthe Act through its parent company Rural Cellular Corporation. See FCC File No. ITC—98—264. (e) Request for authority to resell services of authorized U.S. common carrier: No change from Section 214 authorizations as referenced above. (£) Application for any or all authority: Not applicable (g) Applicant‘s existing facilities: Not applicable (b) Transferee is a wholly owned subsidiary ofRural Cellular Corporation ("RCC"). RCC is a Minnesota corporation whose address is the same as that of TLA. There are various classes and types of commonor preferredstock ofRCC. Only Class A Common Stock of RCC is publicly traded. Class A Common Stock of RCC, of which there were 10,909,541 shares outstanding as ofJuly 10, 2000, entitles the holder to 1 vote per share. Class B Common Stock of RCC, of which there were 861,562 shares outstanding as of July 10, 2000, entitles the holder to 10 votes per share. Class M Convertible Preferred Stock, of which there were 110,000 shares outstanding as of July 10, 2000, entitles the holder to 18.868 votes per share. Additional forms of securities issued by RCC are non—votingsecurities: 1. Class T Convertible Preferred Stock, of which there were 2,176.875 shares of Series A and 5,363.214 shares of Series B outstanding as of July 10, 2000, is a non— voting security classifiable as a form of debt of RCC. Its holders may exchange such securities, according to whether Series A or Series B is held, for Class A or Class B Common Stock of RCC if and when such exchange would not result in a violation of Section 22.942 or similar rule of the FCC which restricts cross—ownership in cellular system licensees that serve the same market area; 2. 12 1/4% Junior Exchangeable Preferred Stock, issued February 8, 2000; 3. 11 3/4% Senior Exchangeable Preferred Stock, issued February 8, 2000; and

4. 9 5/8% Senior Subordinated Notes. The entities which held, as of July 10, 2000, 10% or more of each class of RCC stock, warrants, options or debt securities are the following: Arvig Enterprises, Inc., a Minnesota corporation located at 150 2nd Avenue SW, Perham, MN 56573 (through two subsidiaries named East Otter Tail Telephone Company and Twin Valley Ulen) holds the following interests: 169,545 shares of Class A Cormmon Stock which represents 1.6% of the class and 121,664 shares of Class B Common Stock which represents 14.1%of the class. The combined voting rights of Arvig Enterprises, Inc. total 6.4%ofall voting rights in RCC. Consolidated Telephone Company, a Minnesota corporation located at 1102 Madison Street, Brainerd, MN 56401, holds the following interests: 171,107 shares of Class A Common Stock which represents 1.6%of the class and 86,189 shares of Class B Common Stock which represents 10.0%ofthe class. The combined voting rights of Consolidated Telephone Company total 4.8%of all voting rights in RCC. J & W Seligman & Co., Inc., 100 Park Avenue, New York, NY 10017, holds the followinginterest on behalfof itself or others: 1,162,215 shares of Class A Common Stock which represents 10.7%of the class. The voting rights associated with such stock total 5.4%of all voting rights in RCC. Madison Dearborn Capital Partners III, L.P., Three First National Plaza, Suite 1300, Chicago, IL 60670, directly and through the holdings of two affiliated entities, holds the following interest on behalf of itself or others: 55,000 shares of Class M Convertible Preferred Stock which represents 50% of the class. The voting rights associated with such stock total 4.8% of all voting rights in RCC. Boston Ventures Limited Partnership V, 21 Custom HouseStreet, 10°" Floor, Boston, MA 02110, holds the following interest: 36,666.67 shares of Class M Convertible Preferred Stock which represents 33.3% ofthe class. The voting rights associated with such stock total 3.2% of all voting rights in RCC. Toronto Dominion Investments, Inc., 909 Fannin, Suite 1700, Houston, TX 77010, holds the following interest: 18,333.33 shares of Class M Convertible Preferred Stock which represents 16.7% ofthe class. The voting rights associated with such stock total 1.6% of all voting rights in RCC. Through various subsidiaries, Telephone and Data Systems, Inc. ("TDS"), a Delaware corporation located at 30 North LaSalle Street, Chicago, Illinois 60602, holds the following interests in RCC:

Class A and Class B Common Stock which, in the aggregate, amounts to less than a 5% overall equity or voting interest in RCC; and Class T Convertible Stock, non—voting in type and classifiable as debt, as follows: (0) TDS owns appt imately 80% of the issued and outstanding shares of United States lHular Corporation ("USCC"). USCC owns 100% of United State: ‘ellular Investment Company which owns 100% of Minnesota Inv of RSA #5, Inc. Minnesota Invco RSA #5, Inc. owns Class T Co artible Stock, Series A: 2,176.875 shares (100% of total of Seri A issued and outstanding); and Series B: 1,128.533 shares (21% Series B issued and outstanding); (i1) TDS owns 100 of TDS Telecommunications Corporation which owns 100% of A ig Telcom, Inc. which, in turn, owns 100% of Arvig Cellular, Inc. vig Cellular Inc. owns 3,106.148 shares of RCC=s Class T Conver le Stock, Series B (58% of total of Series B issued and outstanding) ad (i1) TDS owns 100 of TDS Telecommunications Corporation which, in turn, owns 1 o of Mid State Telephone Co. Mid State Telephone Co. owns 1,] .533 shares of RCC=s Class T Convertible Stock, Series B (21% o0 ital of Series B issued and outstanding). RCC does not have information as the current holders of 12 1/4% Junior Exchangeable Preferred Stock, 11 3/4 Junior Exchangeable Preferred Stock or 9 5/8% Senior Subordinated Notes. Sinc 10se are non—voting forms of securities, it is not believed that such information is es itial for the purposes ofthis application, but if the Commussion staff has a need for sh information, RCC will attempt to obtain and provide such information, upon re :st. (i) Transferee certifies that it is no ior is it affiliated with, a foreign carrier. (G) Not applicable. See Section (i), wsove. The Transferee so certifies. (k) Not applicable. See Section (i), above. (1) Not applicable. See Section (1), above. (m) Not applicable. See Section (1), above. (n) Transferee certifies that it has not agreed, and will not in the future agree, to accept any special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route. 6

(0) Transferee certifies that, to the best of its knowledge, information and belief, neither Transferee nor any party to this application is subject to a denial of federal benefits under Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Transferee requests streamlined processing of this application. As demonstrated herein, the exceptions to streamlined processing that are stated in Section 63.12(c) do not apply to Transferee. For the foregoing reasons, the applicants request that the Commission grant the authority requested in this application. Respectfully submitted, COMMUNICATIONS DESIGN, INC. Date: 7' [ ? 0 C Bymm& Officer ROBERT C. CARROLL, et al. /) Date: 7 * /?‘ id By: Wfim/ Robert C. Carroll For the Transferor TLA SPECTRUM, LLC Date: By: Officer For the Transferee

(0) Transferee certifies that, to the best of its knowledge, information and belief, neither Transferee nor any party to this application is subject to a denial of federal benefits under Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Transferee requests streamlined processing of this application. As demonstrated herein, the exceptions to streamlined processing that are stated in Section 63.12(c) do not apply to Transferee. For the foregoing reasons, the applicants request that the Commuission grant the authority requested in this application. Respectfully submitted, COMMUNICATIONS DESIGN, INC. Date: By: Officer ROBERT C. CARROLL, et al. Date: By: Robert C. Carroll For the Transferor TLA SPECTRUM, LLC Date: 7 / W;/Lm By:O%U’\ {%/‘LU‘ ‘ 7’4,‘\’. L;(LEFAML.(s [ _ * Officer For the Transferee

SACO RIVER TELEGRAPH AND TELEPHONE COMPANY EXISTING ORGANIZATIONAL STRUCTURE Various Shareholders Saco River Telegraph and Telephone Company Local Exchange Carrier 100% Saco River Communications Corporation PCS License «Portland; Real Estite 100%' * _ _ L100% Saco River Cellular, Inc Communications Design, Ir c. d/b/a StarCellular Microwave Network Operating Assets of Interconnect Cellular Business | IXC To‘we‘s (6) 50% ISP l A CLEC 5 Towers (2) Ni SRCL Holding Co., Inc. FCC Cellular License (B Side) Portsmouth MSA New Hampshire Wireless, LLC PCS F Block License Manchester MTA 346934

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CERTIFICATE OF SERVICE I, Loren B. Costantino, a legal assistantin the law offices ofLukas, Nace, Gutierrez & Sachs, Chartered, do hereby certify that I have on this 20th day of July, 2000, sent by first class United States mail, copies ofthe foregoing Application for Transfer of Control of Section 214 Authority to the following: Governor Angus King Lauren Kravetz, Attorney* State of Maine Wireless Telecommunications Bureau 1 State House Station Federal Communications Commission Augusta, Maine 04333 445 12" Street S.W. Room 4—A163 Washington, D.C. 20554 Secretary of Defense Attention: Special Assistant for John Branscome, Attorney* Telecommunications Wireless Telecommunications Bureau Pentagon Federal Communications Commission Washington, D.C. 20301 445 12"" Street S.W. Room 4—A234 Washington, D.C. 20554 Secretary Madeleine Albright Department of State 2201 C Street, NW, 7th Floor Washington, D.C. 20520 Rebecca Arbogast, Chief* Telecommunications Division International Bureau CAd42 Loren B. Costantino Federal Communications Commission 445 12"" Street S.W. Room 6—A763 Washington, D.C. 20554 Justin Connor, Attorney* International Bureau Federal Communications Commission 445 12"" Street S.W. Room 6—A832 Washington, D.C. 20554 *Hand Delivery


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Document Modified: 2019-04-22 04:26:39
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