Attachment 20161215095638-093.p

20161215095638-093.p

SUPPLEMENT

Supplement

2000-08-03

This document pretains to ITC-T/C-20000731-00448 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000073100448_1382309

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AR]N-C)LD 82 POR'TER NEW YORK 555 TWELFTH STREET, N.W. PEuvch WASHINGTON, D.C. 20004—1206 PHILIP W. HORTON (202) 942—5000 heSmNCcnes (202) 942—5787 FACSIMILE: (202) 942—5999 LONDON INTERNET: Philip_Horton@aporter.com July 31, 2000 RECEIVED Federal Communications Commission International Bureau — Telecommunications AVG 0 3 2000 P.O. Box 358115 Pss Pittsburgh, PA 15251—5115 iiermadoraibareau Division Re: Application of SBC Communications Inc. and ALLTEL Communications, Inc. for Authority, Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control of the International Section 214 Authorizations Applied for by Radiofone, Inc. and Baton Rouge Cellular Telephone Company Dear Sir/Madam: Enclosed for filing please find an original and five copies of the applicationof SBC Communications Inc, ALLTEL Communications, Inc., Radiofone, Inc. and Baton Rouge Cellular Telephone Company for authority pursuant to Section 214 of the Communications Act, 47 U.S.C. § 214, and Section 63.18 of the Commission‘s Rules, 47 C.F.R. § 63.18, to transfer control of certain applications for international Section 214 authorization. Also enclosed is a check payable to the Federal Communications Commission in the amount of $780.00 for the prescribed filing fee. Please note that the applicants are requesting streamlined processing of this Section 214 application, pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12. As indicated in the application, please direct questions or correspondence concerning SBC Communications Inc., Radiofone, Inc. and Baton Rouge Cellular Telephone Company‘s portions of this application to:

ARNOLD & PORTER Federal Communications Commission July 31, 2000 Page 2 Wayne Watts Vice President and Assistant General Counsel SBC Communications Inc. 175 E. Houston San Antonio, TX 78205 210—351—3476 (voice) 210—351—3257 (facsimile) Please direct questions or correspondence concerning ALLTEL Communications, Inc.‘s portion of this application to: Glenn S. Rabin Assistant Vice President —Federal Regulatory Affairs ALLTEL Corporation 601 Pennsylvania Avenue, N.W., Suite 720 Washington, DC 200004 202—783—3976 (voice) 202—783—3982 (facsimile) Thank you for your assistance. Sincerely, phip UtA trD) Philip W. Horton Enclosures

READ INSTRUCTIONS CAREFULLY Approved by OMB BEFORE PROCEEDING 3060—0589 FEDERAL COMMUNICATIONS COMMISSION Pazc 8 l' 4 REMITTANCE 3 ADVICEz a SR e—t f (1) LOCKBOX# 385115 SPECIAL USE ECC USE ONLY SECTION A — PAYER INFORMATION (2) PAYER NAME (if paying bycredit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (U.S. Dollars and cents) AIRINOILIDI Fel ([PIOIRINEBINM 1— 1 {f L1 [ L _I _4 {: Z1 810410 1O [ [ ~[—.{+ 14. 1 AdibMpeEpaprereh lslTIRIEIJ*ITJ Istw! 1 1 _1 ||||1||1|||||| ‘SIS“‘EFT[‘DT“T“”“E”"IZI Aepouefsacape J | J IIIJ l(9) DAYTIME Alslelz/nleLwlobl _1 1 1 1 | P d (10)t COUNTRY TELEPHONE NUMBER (include area code) 10 tin U.S.A)| | [b |c “‘l Zi%‘i"‘)fu [( l t l CODE(ifnot l2lo|2l9]4 1 2l—| s{51210| _1 _1 1 FCC RECGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED [(11) PAYER (FRN) 12) PAYER (IIN) FIE} ESIF PAYER OERIOIL s|3 |o|2 |o|s| 6|0[5| NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAX ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) ( 13) APPLICANT NAME Sip Cl 1CloIMm| MUINI TIC!|2AITTIOINIS! 1IINCI [{— [ 1. _f f; 1. 14— f elosf f B a¥. 4 4.O1LL.1_{t—4 ‘f‘?F%TE“TA‘TEffl”lHIolul|T|orN1|||||1H|1HH|||||||||J|l|| 3ucOCee Lt3 T 1(1 t 00 t t tds LR O 3 1t k1 s{aN| _{a{nirlolnltlo| | 1 | K1]f tS _ t t l 4 ietssthiele: 11. 1 | (19) DAYTIME TELEPHONE NUMBER (inxclude area code} (20) COUNTRY CODE (if not in U.S.A.) 12 ]1 190 [3 [5]| 1{—[ 314 7 | 6f 1 | FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED (21) APPLICANT (FRN) (22) APPLICANT (TIN) l [( e 12 «l3|1|slol i sl313] COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET (23A) CALL SIGN/OTHER ID (24A) PAYMENT TYPE CODE {(25A) QUANTITY P 1(1( flLT 11— tf{—fPlegla j §JLL T1 26A) FEE DUE FOR (PTC) (27A) TOTAL FEE FCC USE ONLY 78. 0| . t Lt lelslof —elel {— 1 I I | | 28A) FCC CODE 1 f (29A) FCC CODE 2 ,L,L.J..J._LJ,_I_LL.L,LJ.J..LLLU.LJ_J..LLU. ........... 73B) CALLSIGN/OTHERID _ * (24B) PAYMENT TYPECODE (25B) QUANTITY JIIIIIIIHJIIUIIIIIIII llllll 26B) FEE DUE FOR (PTC) 27B) TOTAL FEE FCC USE ONLY e L tetSCISt 1 T. TS CC _ P t L cTS1 28B) FCC CODE 1 (29B) ECC CODE 2 lt t 11 1 stt 14— 101 4 TT T s1 1C1 1 1841 E_1 1 TeE —A—T—3 1111 SECTION D — CERTIFICATION (30) CERTIFICATION STATEMENT 1 Mary M. pixon certify un y ofperj regolng and supporting informption i trucandcormc’tto the best of my knowledge, information and belief. SIGNATURE DATE, SECTION E — CREDIT CARD PAYMENT INFORMATION (31) MASTERCARD/VISA ACCOUNT NUMBER: EXPIRATION [3 eitzee 1e L Lt El T TT T 1| L13 I:I I hereby authorize the FCC to charge my VISA or MASTERCARD for the service(s)/authorization herein described. VISA SIGNATURE DATE SEE PUBLIC BURDEN ON REVERSE FCC FORM 159 FEBRUARY 2000 (REVISED)

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 N/ NZ N/ N/ NN NNN NN N NN N N N NY In the Matter of SBC Communications Inc. Transferor, and ALLTEL Communications, Inc. File No. ITC— Transferee. Application for Authority, Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control of the International Section 214 Authorizations Applied for by cadiofone, Inc. and Baton Rouge Cellular Telephone Company JOINT APPLICATION FOR TRANSFER OF CONTROL OF APPLICATIONS FOR SECTION 214 AUTHORITY Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18 of the Rules of the Federal Communications Commission ("Commuission"), 47 C.F.R. § 63.18, SBC Communications Inc. ("SBC") and ALLTEL Communications, Inc. ("ALLTEL") (collectively, "Applicants") hereby request Commission approval to the transfer of control to ALLTEL of two international Section 214 applications submitted by Radiofone, Inc.‘ ("Radiofone") and Baton Rouge Cellular ‘ Prior to the transfer of control, Radiofone, Inc. will be converted into a limited liability company, and a new intermediate holding company will be inserted between it and SBC.

Telephone Company ("Baton Rouge"). The Applicants seek streamli rocessing fi application pursuant to Section 63.12 of the Commission‘s Rules. In support of this application, the Applicants submit the follow iformation. L. INTRODUCTION AND DESCRIPTION OF THE ARTIES TRANSACTION Radiofone and Baton Rouge applied for international Sec 214 author provide global international resale services betweenthe contiguous 1 States, H; the Commonwealth of Puerto Rico ("Puerto Rico") and the United St: irgin Islanc all international points." The authorizations for Section 214 aut applied fi Radiofone and Baton Rouge are pending and are a part of a transac n which S] transferring control of certain CMRS systems, and their correspondin C authoriza to ALLTEL. This transaction will allow ALLTEL, one of the ns ; leading C providers, to expand its wireless footprint to better serve its custom As demons herein, the proposed transfer of control will serve the public inte sonvenienc{ necessity. A. The Parties ALLTEL is a Delaware corporation that is an indirect wholly owned subsidiary of ALLTEL Corporation ("ALLTEL Corp."). ALLTEL‘s primary business is the provision of CMRS telecommunications services. ALLTEL Corp., a Delaware corporation, is a diversified telecommunications and information services holding company. ALLTEL Corp. * These applications for international Section 214 authorization were filed with the Commission on May 16, 2000 and July 21, 2000, respectively. * Applications to transfer control of these Title III licenses are being filed concurrently with this application.

subsidiaries specialize in — ffering a f . array of commut catic ; se vices ‘sized citi s and rural reas. Service offerings »Jud CNVRS (ie pag g, c llula es loc 1 wire ne & vices includi g co: peti 1e T al exchange ("CL C") servi .'lg C itan sy serv es, ) ta ser ices, at L Inte aet cess iervices. TL se s« vice are by ralit , pers rial1; 1 serv ce, anc prov 2. st >—of ae—art techn logi¢ A LT] D43 roug i varil IS S1 sidiar :s and ffilia ‘8, & ves pproximatel 5.8 millic i wi iubs ibet , mos ;i cantly in the & uthe if re on C the nation. C‘s ; incipal busi ‘isse, con t of local sxch; ge, rire] 1 di : pub] service ; provic :d by iper ng| bsidiaries 0i SBC SBC has reig affi with neaninug of Se tion 3.08 ) of e Commission‘s ules wit. cart rs it S Afri itzerland, Huw zary, Nor 1Y, ie Netherlands, I nma m Lith nd Belgium. SBC sut diar s hold a number f in mal ecti auth ns, which are descri : ce fi y below. Transaction ‘ and ALLTEL ha en ‘ed to an agreement 1 w ch 3C ill 1 insfer cont Radiofone and Bat 1 R ge ALLTEL. Foll ving con mIn 10on if the transaction, Radiofone and Baton Rouge will be controlled by ALLTEL. The proposed transaction is described in detail in Exhibit 1 attached hereto. IL. PUBLIC INTEREST CONSIDERATIONS The proposed transfer of control will serve the public interest, convenience and necessity. As described fully in Exhibit 1, the Commission has previously found ALLTEL

to be qualified to hold Commuission authorizations. The proposed transfer of cont ALLTEL will result in public interest benefits and will not trigger anti—competitive e Moreover, the transfer of control of the international Section 214 authorizations appli by Radiofone and Baton Rouge are incidental to this larger transaction. The Commis grant of the instant application is essential to preserve international calling capabilities affected markets. Failure to grant this request would not only deprive customers in markets of critical calling capabilities on which they have come to rely, but it woul« reduce the ability of these systems to fully and fairly compete in the telecommunic. marketplace. Because the proposed transfer of control is in the public interest, convenienc necessity and otherwise complies with applicable law and regulations, the Appl respectfully request that the Commission grant this Application expeditiously. III. OTHER INFORMATION PROVIDED PURSUANT TO SECTION OF THE COMMISSION‘S RULES The Applicants hereby submit the information required under Section 63.18 « Commission‘s Rules, 47 C.F.R. §§ 63.18(a)—(p), and in support of the Applicants‘ re The information set forth below is labeled according to the corresponding rule section to which it is responsive. Section 63.18(a) Identifying Information. The names, addresses and telephone numbers of the Applicants are: SBC Communications Inc. 175 E. Houston Street San Antonio, TX 78205 (210) 351—3476 * A7 C.F.R. § 63.09(€).

ALLTEL Communications, Inc. One Allied Drive Little Rock, AK 72203 (501) 905—8 500 Radiofone, Inc. 17330 Preston Road Suite 100A Dallas, TX 75252 (972) 733—2092 Baton Rouge Cellular Telephone Company 17330 Preston Road Suite 100A Dallas, TX 75252 (972) 733—2092 Section 63.18 (b) State of Organization. SBC is a corporation organized under the laws of the State of Delaware. ALLTEL is a corporation organized under the laws of the State of Delaware. Section 63.18 (c) Contact Information. All correspondence concerning this application should be addressed to: For SBC, Radiofone and Baton Rouge: Wayne Watts V.P. & Assistant General Counsel SBC Communications Inc. 175 E. Houston Street San Antonio, TX 78205 (210) 351—3476 (voice) (210) 351—3257 (fax) with a copy to Philip Horton Arnold & Porter 555 12th Street, N.W. Washington, DC 20004 (202) 942—5787 (voice) (202) 942—5999 (fax)

For ALLTEL: Glenn S. Rabin Assistant Vice President —— Federal Regulatory Affairs ALLTEL Corporation 601 Pennsylvania Avenue, NW, Suite 720 Washington, DC 20004 (202) 783—3976 (voice) (202) 783—3982 (fax) with a copy to Cheryl A. Tritt, Esq. Morrison & Foerster LLP 2000 Pennsylvania Avenue, NW, Suite 5500 Washington, DC 20006 (202) 887—1500 (voice) (202) 887—0763 (fax) Section 63.18(d) Existing Authorizations. 1. ALLTEL holds a Section 214 authorization to resell international switched telecommunications services. (FCC File No. ITC—95—526) (Public Notice of approval granted November 14, 1995). ALLTEL Corp., ALLTEL‘s indirect parent company, also holds Section 214 authorizations through the following subsidiaries: a. FCC File No. ITC—214—19960321—00115 (360° Degree Communications Company) (public notice of approval granted May 20, 1996). Individual switched resale service authority. b. FCC File No. ITC—96—222 (360° Long Distance Company) (public notice of approval granted May 31, 1996). Individual switched resale service authority. €. FCC File No. ITC—214—19971117—00711 (Liberty Cellular, Inc.) (Public Notice of approval granted January 15, 1998). Global resale

service au aorit In addition, Liberty Cellular, Inc. has two internation: ! Sec authorizations: (1) ITC—97—743 granted or effective c i Jar y 1995; and (2) ITC—95—0006 granted or effective D cemt 3, 4. d. P C e No. C— 4—19970219—0 )7 IIN Ne ork inc) ( blu To ice o op; al granted Ap 4, 97 G al isals s ce ithority. in twork, In— als ias lor estic scti 214 a jor tion to e 1 operéte icl 3sc~_ ag; regal irat fol t pho : comp;e s i Cansas. is CC ile No. —D— i75% g ite reffecti ur 0, 1992. e EP CF No.IT 5—i (AliantS ite . In original ra d it n re¢ jntel S mss ic.)(Publ Nce eo pproval, nte ‘une 2 1 3). _R Ill ternation: s\ che telecom ini« ions s ce SBC‘s subsidia s a affiliate it ly hold tl fo wir internati al £ tion ithorizations to pi ‘ide othreso nd :ilities—ba ds tcth (voicea da and e line internationg. servauus: a. Ameritech Mobile Communications, Inc., FCC File No. ITC—214— 19960418—00152 (public notice of approval, Report No. I—8180, DA 96—933, June 13, 1996; effective June 10, 1996).5 ° This international section 214 authorization is the subject of a pending transfer of control application filed with the Commission on May 4, 2000, to transfer control of this authorization to Alloy LLC, a joint venture between SBC and BellSouth Corporation.

3. CCPR Services, Inc., FCC File No. ITC—94—100 (public notice of approval, Report No. 1—6941, March 16, 1994; effective March 13, 1994).° USVI Cellular Telephone Corporation, FCC File No. ITC—93—12° (public notce 0o: approval, Rep rt No. I— 796, May 12, 1993 effecti‘ve M:y 8, 1 193). 1. Southviestern Be l Commuw icatic as Service s—Ms sach isetts Inc FCC File No. ITC 96—496 (0 :t. 25 1996) (pulic r »tice of approval DA 96—1796 Oct. 31, 1996; e Fectr e Oct. 25, 996) Southviesteni Bel Commun catio s Service: —Mar land. Inc., FC( File No. ITC —96—4 )8 (public 1 atice of approva . DA 26—1196, O :t. 31 1996; effecti e Oc . 25, 1996) Southwestemn. Bel Communi :atior s Services New York, Inc., FC( File No. ITC —96—4 )9 (public 1 atice »f approva DA 26—1796, Ot. 31 1996; effecti e Oc . 25, 1996) g. Southwestern . Bel. Communi ation ; Services— llino ;, Inc., FCC Fil No. ITC—96—500 (Oct. 25, 1996) (public notice of approval, DA 96— 1796, Oct. 31, 1996; effective Oct. 25, 1996). ° This international section 214 authorization is the subject of a pending transfer of control application filed with the Commuission on May 4, 2000, to transfer control of this authorization to Alloy LLC, a joint venture between SBC and BellSouth Corporation. ‘ This international section 214 authorization is the subject of a pending transfer of control application filed with the Commission on May 4, 2000, to transfer control of this authorization to Alloy LLC, a joint venture between SBC and BellSouth Corporation.

Southwestern Bell Communications Services, Inc., FCC File No. ITC—96—497 (public notice of approval, DA 96—1796, Oct. 31, 1996; effective Oct. 25, 1996). Southvy ‘ mm Bell Commuiications § srvices, In:., FCC F le N. (TC—21 19711(8—00689 (public no‘ce, DA ©9—16 3, t :leas 1 August 1999) ?acific 1 Corimun catiois, FCC Iile No. 1 C—96 689 publ C2 r0tice iprova , DA 27—31 7, Fe>. 13, 1997; effec ive F sb. 7, 1997 . SBC G 1 Com munic atior ;, Inc , FC( File No. 1TC—9 —692 (orde, authori m anc certi icate DA 97—1 28, Sept. ), 19 ‘7; e fecti CD Sept. 5 17). SNET »rica, nc., ‘CC "ile Nos. : TC—93—256 (pub ic nc :ice f approv leport No. —6858, Sert. 15 1993), T. C—95 145 publ C2 notice »provs ., Ref ort No. 1—8030, : far. 22, 1$ 25; e fectin 3 Ma .. 17, 19¢ ind ITC—96— 72 (public noti e of appro ‘al, F sport No. 8171, I 6—668, May 2, 1996; eflectiv : Apr. 26, 1 2396). SNET Diversified Group, Inc., FCC File No. ITC—96—538 (public notice of approval, Report No. I—8218, DA 96—1988, Nov. 27, 1996; effective Nov. 22, 1996). Ameritech Communications, Inc., FCC File No. ITC—96—272 (order, authorization and certificate, DA 96—1169, 11 FCC Red. 8685, July 24, 1996; effective July 19, 1996; memorandum, opinion and order

removing interim separation safeguards, DA 97—1662, 12 FCC Red. 11654, August 4, 1997). 0. Ameritech Communications, Inc., FCC File No. ITC—96—441 (public notice of approval, Report No. I—8202, DA 96—1551, Sept. 19, 1996; effective Sept. 13, 1996). p. Ameritech Communications, Inc., FCC File No. ITC—97—289 (public notice of approval, Report No. I—8251, DA 97—1442, July 10, 1997; effective July 9, 1997). q. Southwestern Bell Communications Services, Inc., FCC file No. ITC— 214—20000301—00125 (public notice of approval, Report No. TEL— 00212, DA 00—768, April 6, 2000; effective March 31, 2000). £. Southwestern Bell Communications Services, Inc. FCC file No. ITC— 214—20000127—00027 (public notice of approval, DA 00—1474, June 30, 2000, effective June 30, 2000). s. Pacific Telesis Mobile Services, FCC file No. ITC—214—20000516— 00368 (public notice of approval, DA 00—1614, July 20, 2000; effective July 14, 2000). t. SNET Mobility, Inc., FCC file No. ITC—214—20000516—00367 (public notice of approval, DA 00—1614, July 20, 2000; effective July 14, 2000). 3. SBC‘s subsidiaries and affiliates have applied for the following international Section 214 authorizations to provide global international resale services: 10

SNET Cellular, Inc. has an application pending before the Commission requesting authority to provide global international resale services. This application was filed on May 16, 2000. SBC Wir=!~s55, Inc. has an app"‘~=*‘on pending before the Commission request uthority to provi obal international resale services. This ar on was filed on 6, 2000. Radiof nc. has an appli . pending before the Commission request uthority to provi obal international resale services. FCC F >. ITC—214—2000( )0426. This application was filed on Ma; 2000 and is the t application being transferred in this tra: on. Baton ie Cellular Tele > Company has an application pendin; ire the Commissic uesting authority to provide global interna‘ resale services. F ile No. ITC—214—20000721—00427. This a tion was filed . ly 21, 2000 and is the subject applica eing transferred i transaction. Houma—Thibodaux Cellular Partnership has an application pending before the Commission requesting authority to provide global international resale services. FCC File No. ITC—214—20000721—00430. This application was filed on July 21, 2000. Ameritech Wireless Communications, Inc. has an application pending before the Commission requesting authority to provide global 11

international resale services. FCC File No. ITC—214—2000720—00425. This application was filed on July 20, 2000. g. _ Eclipse PCS of Indianapolis, LLC has an application pending before the Commission requesting authority to provide global international resale services. FCC File No. ITC—214—20000720—00424. This application was filed on July 20, 2000. Section 63.18(e) Authority Requested. Applicants are applying for authority under Section 63.18(e)(3), 47 CFR. § 63.18(e) of the Commission‘s Rules, to transfer control of Radiofone and Baton Rouge. Section 63.18(f) Separate Applications. No response required. Section 63.18(g) Categorical Exclusion of| Facilities—Based Operations. The Applicants are not seeking facilities—based authority under Section 63.18(e)(4) of the Commission‘s Rules. 47 C.F.R. §63.18(e)(4). Therefore, and in accord with Section 63.18(e)(3), Section 63.18(g) requires no response from the Ap}:vlicants.8 Section 63.18(h) Transferee Ownership. ALLTEL is an indirect wholly owned subsidiary of ALLTEL Corporation ("ALLTEL Corp."). ALLTEL Corp. is a Delaware corporation with principal place of business of One Allied Drive, Little Rock, Arkansas 72203. ALLTEL Corp.‘s phone number is (501) 905—8500. ALLTEL Corp. is a diversified publicly traded corporation with subsidiaries and affiliates providing landline telephone service, CMRS, and information services. The shares of ALLTEL Corp. are publicly traded on the New York Stock Exchange. No single entity or shareholder of ALLTEL Corp. holds a ten percent or greater ownership interest in the corporation. ALLTEL Corp. has no 8 See 47 C.F.R. §§ 63.18(e)(3) & 63.18(g). 12

interlocking directorates. Section 63.18(i) Foreign Carrier Affiliations. By the attached certification, ALLTEL certifies that it is not affiliated with any foreign carrier. Section 63.18(i) Destination Markets. By the attached certification, ALLTEL does not seek to provide international telecommunications services to any destination, as defined in 47 C.ER. § 63.18(J). Section 63.18(k) WTO Membership/Market Power. Because ALLTEL is not affiliated with any foreign carriers, this section is not applicable. Section 63.18(1) International Switched Resale Condition. Because ALLTEL is not affiliated with any foreign carriers, this section is not applicable. Section 63.18(m) Non—Dominant Treatment. Because ALLTEL is not affiliated with any foreign carriers, this section is not applicable. Section 63.18(n) Special Concessions Certification. ALLTEL hereby certifies that it has not agreed to accept 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 and will not enter into such agreements in the future. Section 63.18(0) Anti—Drug Abuse Act Certification. ALLTEL is not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. Attached hereto is a certification, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862), of ALLTEL. 13

Section 63.18(p) Streamlining. The Applicants request streamlined processing of this application. IV. CONCLUSION In view of the foregoing, the Applicants respectfully request the Commission to grant this application. Respectfully submitted, ALLTEL Comm mcatlons, Inc. Glenn S. Rabin Assistant Vice President —— Federal Regulatory Affairs ALLTEL Corporation 601 Pennsylvania Avenue, NW, Suite 720 Washington, DC 20004 DATE: July 31, 2000 14

SBC COMMUNICATIONS INC. By: ay atts DATE: 7 131100

CERTIFICATION I, Glenn S. Rabin, Assistant Vice President —— Federal Regulatory Affairs, hereby certify that: 1. ALLTEL Communications, Inc. ("ALLTEL") is not affiliated with any foreign carrier, as defined in 47 C.F.R. §63.18(i). Nor does ALLTEL seek to provide international telecommunications services to any destination country pursuant to 47 C.F.R. § 63.18(j). ALLTEL does not have an affiliation with any U.S. carrier whose facilities it proposes to resell pursuant to 47 C.F.R. § 63.18(1). ALLTEL has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to affect competition adversely in the U.S. market and will not enter into such agreements in the future. No party to this application is subject to a denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. Glenn S. Rabin Assistant Vice President —— Federal Regulatory Affairs ALLTEL Corporation 601 Pennsylvania Avenue, NW, Suite 720 Washington, DC 20004 Dated: July 31, 2000

Transfer of Control of Licenses 214 Application Exhibi* * Page 1 of DESCRIPTION OF TRANSACTION, PUBLIC INTEREST SHOWING AND RELATED DEMONSTRATIONS L. INTRODUCTION This and certain other applications described below are being filed to requ« Commission approval of the transfer of control of certain FCC authorizations held controlled by SBC Communications Inc. ("SBC") through its affiliate Radiofone, Ir ("Radiofone")‘ to ALLTEL Communications, Inc. ("ALLTEL"), a wholly own subsidiary of ALLTEL Corporation. The authorizations grant authority to oper: Commercial Mobile Radio Systems ("CMRS") located in Louisiana® and CMRS pagi: systems in a number of states. The applications cover cellular services, paging servic« point—to—point microwave services, satellite earth stations, and international sefvice und Section 214 of the Communications Act. A total of 5 applications are being filed connection with this transaction. The Commission repeatedly has found that the expansion of CMRS syster brings benefits to consumers and is pro—competitive. The transfer of control will allow ! Radiofone, Inc., which holds most of the authorizations covered by these applications, is currently a direct subsidiary of SBC. Prior to the closing, Radiofone, Inc. will be converted to a limited liability company, and a new intermediate holding company will be inserted between it and SBC. The remaining authorizations are held by Baton Rouge Cellular Telephone Company, a partnership controlled and majority owned by Radiofone, Inc. These licensees will be collectively referred to herein as "Radiofone." Prior to the subject transaction, Southwestern Bell Mobile Systems, Inc., a wholly owned subsidiary of SBC, assigned, in a pro forma assignment application, paging authorizations in the 929—931 MHz band to Radiofone. See FCC File No. 0000194795. * Radiofone also holds cellular licenses in Michigan, but those licenses are not part of this transaction and will be moved to another SBC entity prior to closing.

Transfer of Control of Licenses 214 Application Evhibit 1 Pa f 10 ALLTEL, a leading CMRS provider, to expand its cellular and paging footp The transaction will bring about the same benefits that the Commission has acknow :d in approving similar transactions in the past. Accordingly, the Commussion shoul rove these applications expeditiously. II. TH]E PROPOSED TRANSACTIONS On July 28, 2000, SBC entered inté a Stock Purchase Agreer (the "Agreement‘") with ALLTEL. The Agreement provides that ALLTEL will ac the equity of Radiofone. Pursuant to that Agreement, ALLTEL will obtain contro * the licenses and authorizations controlled by Radiofone. The identity of the licet will not change, but ALLTEL will become the ultimate controlling parent compa the licensees. III. DESCRIPTION OF THE APPLICANTS A. SBC SBC is a holding company whose affiliates provide wireline and wirel oice and data communications, paging, high—speed Internet access and messaging, — and satellite television, security services and telecommunications equipment, as well as directory advertising and publishing services. In the United States, SBC‘s affiliates currently serve over 90 million voice grade equivalent lines, and SBC‘s CMRS affiliates provide cellular and PCS service to a population of 120 million persons, both within the 13 states where SBC‘s affiliates are incumbent local exchange carriers, and elsewhere. SBC‘s CMRS affiliates serve approximately 11.2 million cellular and PCS customers.

Transfer of Control of Licenses 214 Application Exhibit 1 Page 3 of 10 B. ALLTEL ALLTEL is a Delaware corporation that is an indirect wholly owned subsidiary of ALLTEL Corporation ("ALLTEL Corp.")." ALLTEL‘s primary business is the provision of CMRS telecommunications services. ALLTEL Corp., a Delaware corporation is a diversified telecommunications and informa‘tion services holding company. ALLTEL Corp. subsidiaries specializein offering a full array of communications services to mid— sized cities and rural areas. Service offerings include CMRS (¢.e., paging, cellular, and PCS), local wireline services (including competitive local exchange ("CLEC") services), long distance services, data services, and Internet access services. These services are backed by quality, personalized service, and proven state—of—the—art technologies. ALLTEL Corp., through various subsidiaries and affiliates, serves approximately 5.8 million wireless subscribers, most significantly in the Southeast region of the nation. IV. PUBLIC INTEREST STATEMENT A. The Standard of Review To approve the transfer to ALLTEL of control of Radiofone‘s FCC authorizations, the Commission must find that the transfers are consistent with the public interest, convenience and necessity.‘ In making that finding, the Commission will consider (i) whether the transaction will yield affirmative public interest benefits and (i1) * ALLTEL is a wholly owned subsidiary of ALLTEL Mobile Communications, Inc. ("‘Mobile"). In turn, Mobile is a wholly owned subsidiary of ALLTEL Corporation ("ALLTEL Corp."). The shares of ALLTEL Corp. are publicly traded on the New York Stock Exchange. No single entity or shareholder or ALLTEL Corp. holds a ten percent or more ownership interest in the corporation. * See 47 U.S.C. § 310(d).

Transfer of Control of Licenses 214 Application Exhibit 1 Page 4 of 10 whether the transaction will violate or interfere with the objectives of the Communications Act or the Commission‘s rules, by reducing competition or otherwise." In addition, the Commission must determine whether ALLTEL is qualified to control the FCCauthorizations in question." Transfer applications that on their face demonstrate that a transaction will yield affirmative public interest benefits, and will not violate the Communications Act or Commission rules, and will not frustrate or undermine policies and enforcement of the Communications Act by reducing competition,‘ do not require extensive review and expenditure of considerable resources by the Commission and interested parties." As detailed below, this transaction qualifies for such abbreviated review, and the Commission should approve the transfer applications expeditiously." ° In re Ameritech Corp. and SBC Communications Inc., CC Dkt No. 98—141, «[ 48 (rel. Oct. 8, 1999) ("SBC/Ameritech"). ° SBC/Ameritech, [ 568; In re Comcast Cellular Holdings, Co. and SBC Southern New England Telecommunications Corporation and SBC Communications Inc., 13 FCC Red. 21292, [ 26 (1998) ("SBC/SNET"). ‘ See In re Tele—Communications, Inc. and AT&T Corp., 14 FCC Red. 3160, [ 16 (1999) (citing In re Bourbeuse Tel. Co. and Fidelity Tel. Co., 14 FCC Red. 803 (1998)); SBC/Ameritech, « 54. 8 See SBC/Ameritech, [ 54. ° The Commission has emphasized that a detailed showing of benefits is not required for transactions where there are no anticompetitive effects. The Commission stated in SBC/SNET, J 45, that, in the absence of anticompetitive effects, a detailed showing of benefits is not necessary in seeking approval of a merger. Similarly, as the Commission stated in its approval of the SBC/Telesis merger, where it found that the merger would not reduce competition and that SBC possessed the requisite qualifications to control the licenses in question, "[a] demonstration that benefits will arise from the transfer is not . a prerequisite to our approval, provided that no foreseeable adverse consequences

Transfer of Control of Licenses 214 Application Exhibit 1 Pace 5 of 10 B. The Transfer of Con s Consistent with the Public Interest, Convenienc« 1 Necessity The Commuission should ap; the transfer of control of FCC a zations held by Radiofone and ultimately co: »d by SBC to ALLTEL because: e The transfer of control will yie! rmative public interest benefits i1 CMRS market — benefits that the Comm has repeatedly recognized in apprc similar transactions; _® The transfer of control will not v. the Communications Act or Comn 1 rules, nor frustrate or undermine poli nd enforcement of the Communi is Act, either by harming competition or wise; and e ALLTELis clearly qualified to c the authorizations. 1. Public Intere: efits FCC approval of the transf: control applications will enable EL to expand its CMRS service that it wil mide to its customers. ALLTEL w better able to offer customers the benefits vider calling scope, including com ve rate plans, in an effective and coordinated manner. ALLTEL‘s ability to offer a larger calling scope through the combination of the areas now served separately by ALLTEL and Radiofone is clearly procompetitive, as the Commission has repeatedly recognized in approving other mergers or transfers allowing for larger CMRS systems.‘"" Moreover, will result from the transfer." In re Pacific Telesis Group and SBC Communications Inc., 12 FCC Red. 2624, 2 (1997) ("SBC/Telesis") (emphasis added). — !9 SBC/Comeast, «[ 10; In re Vanguard Cellular Sys., Inc. and Winston, Inc., 14 FCC Red. 3844, [ 23 (WTB 1999); In re 360 Communications Co. and ALLTEL Corp., 14 FCC Red. 2005, € 41 (WTB 1998); SBC/SNET, (J 44—45; In re Bell Atlantic Mobile Sys., Inc. and Nynex Mobile Communications Co., 10 FCC Red. 13368, [« 44—48 (1995).

Transfer of Control of Licenses 214 Application Exhibit 1 Page 6 of 10 consumers will enjoy additional benefits beyond those that flow from a larger calling scope because ALLTEL will be able to offer consistency of advanced features that can be designed and operated to minimize costs and maximize efficiencies. In addition, the transfer of Radiofone to ALLTEL is necessary to allow the consummation of the CMRS joint venture between SBC and BellSouth Corporation ("BellSouth")."" For the reasons set forth in the transfer applications for that venture, it will bring about a number of significant public interest benefits. Accordingly, the transaction with ALLTEL will servethe public interest by facilitating the joint venture. The Commission previously has relied on such public benefits in approving other CMRS transactions."" The same public benefits will result from FCC approval of the transfer applications. 2. No Anticompetitive Effects The proposed transaction would not violate the Communications Act or the Commission‘s Rules, nor frustrate or undermine policies and enforcement of the Communications Act. ALLTEL does not currently compete in any market where Radiofone does business,"" and, therefore, the transfer of control raises no anti— ‘‘ SBC and BellSouth filed transfer of control applications to transfer certain CMRS entities to a joint venture, Alloy LLC. These applications were filed with the Commission on May 4, 2000. See e.g., SBC/SNET, J 44—45; SBC/Comcast, [ 10. © Radiofone‘s paging authorizations slightly overlap ALLTEL‘s paging operations in Arkansas and Florida. This de minimis overlap does not cause competitive concerns since there are a number of paging providers operating in these areas, many of whom have significantly larger customer bases than either ALLTEL or Radiofone. The Commission has previously noted that because paging faces growing competition from other services, the risk of excessive concentration in paging is much lower. See re

Transfer of Control of Licenses 214 Application Exhibit 1 Page 7 of 10 CC »etitive issues. Thus, the subject transaction is fully consistent with the pro— CC »etitive and deregulatory policies of the Communications Act. 3. ALLTEL‘s Qualifications The qualifications of ALLTEL to hold cellular and other license authorizations an a matter of public record established and approved in numerous Commission de 10ons. The transfer of control fully complies with all Commission rules and creates nC »mpetitive issues. RELATED GOVERNMENT FILINGS In addition to this filing, ALLTEL and SBC are taking steps to obtain other rnment approvals necessary to consummate the transfer of control. Specifically, the irtment of Justice will conduct its own review of the competitive aspects of this action, pursuant to the Hart—Scott—Rodino Antitrust Improvements Act of 1976, 13 .S.C. § 18A, and the rules promulgated under the Act. ALLTEL and SBC will each SU it to the Department of Justice and the Federal Trade Commission a pre—transfer of control notification form and documentary appendix. Amendment of the Commission‘s Rules to Establish New Personal Communications Services, Narrowband PCS; Implementation of Section 309(j) of the Communications Act —— Competitive Bidding, Narrowband PCS, Second Report and Order and Second Further Notice of Proposed Rule Making, 2000 FCC LEXIS 2571 (rel. May 18, 2000); see also In the Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993; Annual Report and Analysis of Competitive Market Conditions with Respect to Commercial Mobile Services, Third Report, 13 FCC Red 19746 (1998).

Transfer of Control of Licenses 214 Application ‘xhibit 1 8 of 10 VI. ADDITIONAL AUTHORIZATIONS In addition to seeking the Commission‘s approval of the transfers of| i1 of the FCC authorizations covered in these applications, ALLTEL and SBC als« iest the additional authorizations described below. A. After—Acquired Authorizations Although the lists of authorizations specified in the applications fol oval of the transfers of control are intended to be complete, Radiofoné and its subs es may have on file, and may file for, additional authorizations for new or modif cilities, some of which may be granted during the pendency of these transfe control applications. Accordingly, ALLTEL and SBC request that the grant of th isfer of control applications include authority for ALLTEL to acquire control of t lowing items: (1) any authorization issued to Radiofone and its subsidiarie: ng the Commussion‘s consideration of the transfer of control applica and the period required for consummation of the transaction following approval; (2) construction permits held by such licenses that mature into licenses after closing and that may not have been included in the transfer of control applications; and (3) appliéations that will have been filed by such licensees and that are pending at the time of consummation of the proposed transfer of control.

Transfer of Control of Licenses 214 Application Exhibit 1 Page9 of 10 Such action would be consistent with prior decisions of the Commission. * B. Unconstructed Systems/Antitrafficking Rules Applicants request authority to the transfer of control of unconstructed paging facilities that are being transferred herein.‘" Because these unconstructed facilities are supplemental to a large, established paging system, and the authorizations are being transferred in the context of a much larger transaction, approval of such a request is in the public interest. Moreover, the Commission relaxed the anti—traffickingrestrictions on paging licenses several years ago, in recognition of the competitiveness of this industry and the availability of spectrum.‘" Therefore, approval of Applicants‘ request does not violate the Commission‘s anti—trafficking provisions. ‘ C. Blanket Exemptions to Cut—Off Rules The public notice announcing ALLTEL‘s intention to acquire all of the licenses of Radiofone and its subsidiaries from SBC will provide adequate notice to the public with respect to such licenses, including any for which license modifications are now pending. * See, eg., SBC/SNET, J 49; SBC/Telesis, [ 93; In re Applications of Craig O. McCaw and American Tel. & Tel. Co., 9 FCC Red. 5836, « 137 n. 300 (1994), aff sub nom. SBC Communications Inc. v. FCC, 56 F.3d 1484 (D.C. Cir. 1995), recons. in part, 10 FCC Red. 11786 (1995). 15 The subject licenses are Part 90 private mobile paging authorizations subject to the licensing procedures of Part 22 of the Commission‘s Rules. See 47 C.F.R. § 90.493(b). 16 See In re Revision and Update of Part 22 of the Public Mobile Radio Service Rules, Report and Order, 95 FCC Red 769 (1983). ‘‘ Radiofone also holds paging authorizations that were obtained by competitive bidding within the last three years. Pursuant to 47 C.F.R. § 1.2111(a), Applicants state that there was no separate consideration assigned to these (or any other) licenses that are being transferred to ALLTEL.

Transfer of Control of Licenses 214 Application Exhibit 1 Page 10 of 10 Therefore, no waiver needs to be sought from Sections 1.927(h) and 1.929(a)(2) of the Commuission‘s rules to provide a blanket exemption from any applicable cut—off rules in cases where SBC, Radiofone or its subsidiaries file amendments to pending applications to reflect the consummation of the proposed transfer of control."® VII. CONCLUSION For the foregoing reasons, the Commission should conclude that ALLTEL‘s purchase of Radiofone serves the public interest, convenience and necessity, and should grant the applications to transfer control of Radiofone‘s FCC authorizations from SBC to ALLTEL,: * See In re Ameritech Corp. and GTE Consumer Services Inc., DA 99—1677, n.6 (WTB rel. Aug. 20, 1999); SBC/Comcast, n.3.


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