Attachment 20161220143915-433.p

20161220143915-433.p

SUPPLEMENT

Supplement

2000-10-13

This document pretains to ITC-T/C-20001013-00604 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000101300604_1385168

EOEIVE! El fE! V EL * e F@ p;m; ‘ Before the o OCT 1 9 ?2000 FEDERAL CO UMMUNICATIONS COMMISSION V/ashi igton, DC 20554 Telecom D vision International Burea 4 eb In re Apj licati n of ) ) COOK [ JLET REG ‘ON, INC., ) ) ITG—T./C 0101 3—00604 —200VENTURE, ied Strea mline OINT LF: Trans feror, ) LES S J D&E/ OMINIPOINT Y¥ NRE ) PCS Jne and ) 2 VOICES TREL .M WIREL ESS ) CORPOJLATION, ) ) Trans feree, ) ) For Auth prity ‘ Jndet Section 214 ) of the Ce mmuw iicaticns A«t of 1934, ) as Amen led, to Trar sfer Control of ) D&E/On nipoi it Wi eless Joint Vent re, ) L.P. to V jiceS ream Wireess Corpor: tion ) API‘LIC.\TIO N TC TRA NSFER CONTROL OF IT TERNAT[ONZA L SE CTIOON 214 .UTHORIZATION Pursu ant to Section 21 | of tl e Coonmunications Act of 1934, as amended (the "Act"), 47 U.S C. § :!:14, and Setion 63.18(e)(3) of the Commission‘s rules, 47 C.F.R. § 63.18(e)(3), C« ok In et Region, Inc. ("CIRI") and VoiceStream Wireless Corporation (‘VoiceStream") hereby respectfully request Commission consent to transfer control of the international global resale authorization held by D&E/Omnipoint Wireless Joint Venture, L.P. ("D&E"), a joint venture controlled by CIRI, FCC File No. ITC—21419980807—00546, from CIRI to VoiceStream. This application qualifies for streamlined processing pursuant to Section 63.12 of the Rules, 47 C.F.R. § 63.12. Accordingly, VoiceStream respectfully requests streamlined processing.

This request for consent to transfer of control is being filed in con m with the exercise by Cook Inlet GSM, Inc. ("CIGSM"), a Delaware corporation and a wh. wned subsidiary of CIRI, ofcertain rights granted to CIGSM by VoiceStream by three inge Rights Agreements covering certain FCC licenses held by these entities (the "Ex: e Agreements"). D&E has two general partners and two limited partners.‘ D&E W s, Inc. holds a one percent general partnership interest and a 49% limited partnership ini in D&E. CIVS PA II, LLC ("CIVS PA II"), a Delaware limited liability company controll CIGSM and, ultimately, CIRI, holds a one percent general partnership interest in D&E. ( PA I, LLC ("CIVS PAI"), a Delaware limited liability company also controlled by CIGSM ITRI, holds a 49% limitedpartnership interest in D&E. Each of CIVS PA I and CIVS PA II aolly— owned direct subsidiaries of Cook Inlet/VS GSM III PCS, LLC ("CIVS III"), a L are limited liability company, whichin turn is a wholly—owned direct subsidiary of CIVS III ings, LLC ("CIVS III Holdings"). ‘ D&E is in the process of being restructured, in accordance with two transfer of control applications and a pro forma application filed with and pending before the Commission. See File Nos. 0000126722, 0000126703 and 0000126706. As part of that restructuring, an application to transfer control of the subject Section 214 authorization also was filed. See Application of VoiceStream Wireless Corporation and CIVS PA II, LLC For Authority Under Section 214 ofthe Communications Act of 1934, as Amended, to Transfer COntrol ofD&E/Omnipoint Wireless Joint Venture, L.P. to VoiceStream Wireless Corporation, filed October 12, 2000. Because it is likely that the transactions contemplated by this restructuring will be consummated prior to the consummation of the transactions contemplated by the exercise by CIGSM of its exchange rights under the Exchange Agreements, this application is being filed as if that restructuring has occurred.

~CIVSIII Holdings, in turn, is a Delaware limited liability company with two members. The first member, Cook Inlet GSM, Inc. ("CIGSM"), a Delaware corporation, owns 50.1% of all member interests in CIVS III Holdings and is the sole Manager. CIGSM is, in turn, a wholly—owned subsidiary of Cook Inlet Region, Inc. ("CIRI"), an Alaskan Native Regional Corporation organized pursuant to the Alaska Native Claims Settlement Act, 43 U.S.C. § 1601 et seq. The second member, Omnipoint Investment, LLC ("Omnipoint"), a Delaware limited liability company, holds 49.9% of all memberinterests in CIVS III Holdings. Omnipoint is a wholly—owned indirect subsidiary of VoiceStream. Upon the consummation of the exchange rights by CIGSM as contemplated by the Exchange Agreements, CIVS III will become a wholly—owned subsidiary of VoiceStream. An application to transfer control of CIVS III, together with eleven other transfer of control applications, was filed with the Commussion on September 14, 2000 (the "Exchange Applications"). Approval of the instant transfer of control will serve the public interest, convenience and necessity for the reasons set forth in the Exchange Applications. Furthermore, in accordance with Section 63.18 of the Rules, 47 C.F.R. § 63.18, it is respectfully shown as follows: (a) Transferor‘s name, address, and telephone number: Cook Inlet Region, Inc. 2525 C Street, Suite 500 Anchorage, Alaska 99509 (907) 274—8638 Transferee‘s name, address, and telephone number: VoiceStream Wireless Corporation 3650 131st Avenue, S.E., Suite 200 Bellevue, Washington 98006 (425) 653—4600

(b) _ CIRI, an Alaska Native Regional Corporation organized pursuant to the Alaska Native Claims Settlement Act, 43 U.S.C. § 1601 et seq., is headquartered in Anchorage, Alaska. VoiceStream is a Delaware corporation headquartered in Bellevue, Washington. (c) Correspondence concerning this application should be sent to: ForCIRT: Scott Torrison Cook Inlet Region, Inc. 2525 C Street, Suite 500 Anchorage, Alaska 99509 (907) 263—5176 With a Copy to: Gerard J. Waldron, Esq. Covington & Burling 1201 Pennsylvania Avenue, NW Washington, D.C. 20004—2401 (202) 662—6110 ForVoiceStream: Brian T. O‘Connor Vice President, Legislative and Regulatory Affairs 1300 Pennsylvania Avenue, N.W. Suite 700 Washington, D.C. 20004 (202) 204—3099 With a Copy to: Louis Gurman, Esq. Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006—1888 (202) 887—1 500 (d) D&E received a global resale Section 214 authorization in FCC File No. ITC—214—19980807—00546 (effective October 2, 1998). That authorization is the subject of this request. VoiceStream and several of its subsidiaries have previously received authority under Section 214 of the Act to resell international switched communications services, as follows: On February 15, 2000, the Commission approved the transfer of control of Omnipoint Corporation ("Omnipoint‘) to VoiceStream. Omnipoint is

now awholly owned subsidiary of VoiceStream." Subsequently, Omnipoint Communications, Inc. ("OCI") transferred its Section 214 authorization to VoiceStreamon March 20, 2000." OCI originally received this global international resale authority in File No. ITC—214— 19960930—00473 (effective Nov. 12, 1996).* The following authorized Omnipoint subsidiaries (indirectly owned by VoiceStream following consummation of Omnipoint/VoiceStream transfer) also hold global resale authorizations: e Omnipoint Communications C Operations, LLC received authority to provide global resale services in File No. ITC—214—19970804— 00463 (effective Sept. 19, 1997). e Omnipoint Communications DEF Operations, LLC received authority to provide global resale services in File No. ITC—214— 19970908—00541 (effective Oct. 22, 1997). 2 See Applica ns of VoiceStream Wireless Corp. and Omnipoint Corp., Transferors, and VoiceStream Wirel: ©Holding Co., Cook Inlet/VS GSM II PCS, LLC, or Cook Inlet/VS GSM III PCS, LLC, Transfe ‘s et. al., Memorandurn Opinion and Order, 15 FCC Red 4722 (2000). * See Letter m Louis Gurman, Counsel to VoiceStream Wireless Corporation, to Magalie Roman Sa , Secretary, Federal Communications Commission (filed Mar. 20, 2000). 4 VoiceStrear Wireless Corporation provides service through a number of wholly owned subsidiaries as perr ted by Section 63.21(i) of the Commission‘s Rules, 47 C.F.R. § 63.21(i). The Commission v ; provided with a list of those wholly owned subsidiaries operating under VoiceStream Wire is Corporation‘s authorization (File No. ITC—214—19960930—00473) on March 22, 2000. S Letter from Louis Gurman, Counsel to VoiceStream Wireless Corporation, to Magalie Roman las, Secretary, Federal Communications Commission (filed Mar. 22, 2000) (copy attached as tachment F). Those subsidiaries are Omnipoint Communications, Inc., Omnipoint Corporse n, Omnipoint Communications Cap Operations, LLC, Omnipoint Albany— Schenectady—Glen | lIs E License, LLC, Omnipoint Boston Area DE License, LLC, Omnipoint Boston D License, LLC, Omnipoint Boston—Keene D License, LLC, Omnipoint Buffalo Area DE License, LLC, Omnipoint Buffalo—Olean D License, LLC, Omnipoint DC Area DE License, LLC, Omnipoint DC—Salisbury D License, LLC, Omnipoint Little Rock—El Dorado E License, LLC, Omnipoint MI—Indiana—Findlay D License, LLC, Omnipoint MI—Indiana—Lima D License, LLC, Omnipoint Miami E License, LLC, Omanipoint New England DE License, LLC, Omnipoint New York D License, LLC, Omnipoint Petoskey D License, LLC, Omnipoint St. Louis DE License, LLC, Omnipoint Wichita—E. Huchison E License, LLC, Omnipoint Philadelphia—E. Lancaster E License, LLC, Omnipoint MI—Indiana Area DE License, LLC, VoiceStream PCS Holding, LLC, VoiceStream PCS I License L.L.C., VoiceStream PCS II License Corporation, VoiceStream PCS III License Corporation, VoiceStream SMR Corporation, VoiceStream PCS LMDS Corporation, VoiceStream PCS BTA I License Corporation, and VoiceStream Washington Corporation.

e — Omnipoint Communications MB Operations, LLC received authority to provide global resale services in File No. ITC—214— 19970908—00542 (effective Oct. 22, 1997). e Omnipoint Communications Midwest Operations, LLC received authority to provide global resale services in File No. ITC—214— 19980203—00068 (effective Mar. 25, 1998). In addition, on March 31, 2000, the Commission approved t of control of Aerial Communications, Inc. ("Aerial") to Voicef Aerial is now a wholly—owned subsidiary of VoiceStream. # ved authority to provide global resale services in File No. ITC—2 26— 00352 (effective Aug. 20, 1997). (e) No responserequired. (£) No response required. (g) No response required. (b) An up—to—date Ownership Information Report (FCC Form 602) for VoiceStrearn is currently on file with Commission. The following represent VoiceStream‘s 10 percent or greater interest holders: o The recent investment and acquisition of preferred stock by Deutsche Telekom AG ("DT"), if converted to common stock, would add DT to VoiceStream‘s list of current disclosable interest holders. DT, a corporation organized under the laws of the Federal Republic of Germany, is headquartered at Friedrich—Ebert—Allee 140, 53113 Bonn, Germany. DT currently holds 3,906,250 shares of VoiceStream‘s preferred stock which may be voted on a 1:1 basis with VoiceStream common stock. DT‘s preferred stock constitutes approximately 1.79 percent of the voting interests and 11.49 percent of the equity in VoiceStream. Such stock is convertible, at DT‘ s option, to 31,250,000 shares of VoiceStream common stock only in the event that its proposed merger with VoiceStream is terminated. If such shares are converted to common, such shares would constitute approximately 11.49 * See Applications ofAerial Communications, Inc., Transferor, and VoiceStream Wireless Holding Corp., Transferee, Memorandum Opinion and Order, WT Docket No. 00—3, DA 00—730, 44 (rel. Mar. 31, 2000).

~ percent of VoiceStream‘s issued and outstanding shares.° Upon conversion, DT would have the right to appoint two members to VoiceStream‘s Board of Directors, which would then consist of nineteen members, including the two DT appointees. DT provides local, long distance, mobile telephony, Internet, data, cable television, and other telecommunications and information services in Germany and other foreign countries. Pursuant to Section 214 of the Act, DT is also authorized to provide facilities—based and resale services between the U.S. and certain other countries." o HTPCSL, a British Virgin Islands corporation, owns or holds the right to own 55,899,252 shares of commonstock (29,671,666 shares of presently held common plus 26,227,586 additional common shares upon conversion of 7,606 shares of non—voting junior preferred) or a 20.56 percent beneficial interest in VoiceStream.© Currently HTPCSL‘s voting interest is 13.59 percent. HTPCSL‘s primary business is to hold stock in VoiceStream. HTPCSLis a wholly—ownedsubsidiary of Hutchison Whampoa Limited ("Hutchison"), a Hong Kong limited liability holding company. HTPCSL, HTHL, and Hutchison are located at Hutchison House, 10 Harcourt Road, Hong Kong.® Hutchison is principally engaged in seven core businesses: telecommunications, property, ports, retail, manufacturing, energy and infrastructure. It holds telecommunications interests in Hong Kong, Great Britain, and southeast Asia. Aside from its interest in VoiceStream, however, it holds no other interests in FCC—regulated businesses. o TDS, a Delaware corporation, currently holds 35,570,494 shares of VoiceStream common stock or a 13.08 percent beneficial and voting interest. TDS‘s principal offices are located at 30 North LaSalle Street, Chicago, Illinois 60602. TDS is a diversified 8 The percentages listed below are based on a denominator that includes DT‘ s shares on an as—converted basis. 7 The authorized contact for DT in the United States is Hans—Willi Hefekéuser, 1020 19th Street, N. W., Suite 850, Washington, D.C. 20036. 8 These figures include shares held by HTPCSL‘s affiliate, Hutchison Telecommunications Holdings (USA) Limited ("HTHL*). * The authorized contact for Hutchison, HTPCSL and HTHL in the United States is David Leach, Dewey Ballantine LLP, 1775 Pennsylvania Avenue, N.W., Washington, D.C. 20006— 4605.

_ telecommunications company with cellular and wireline telephone operations. TDS conducts substantially all of its cellular operations through its 80.7 percent—owned subsidiary, United States Cellular Corporation ("US Cellular"). US Cellular is a publicly traded company with U.S. operations covering 145 managed markets in 26 states (serving 2,602,000 customers as of December 31, 1999). TDS conducts substantially all of its wireline telephone business through its wholly—owned subsidiary, TDS Telecommunications Corporation ("TDS Telecom"). As of December 31, 1999, TDS Telecom operated 104 Incumbent Local Exchange Carrier telephone companies serving 571,700 access lines in 28 states. TDS Telecom alsooffers services as a Competitive Local Exchange Carrier serving 74,100 access lines. VoiceStream is also disclosing the followingofficers and directors becausethey either represent (but do not control) shareholder interests of 10 percent or greater on VoiceStream‘s Board of Directors or because they are key management personnel within VoiceStream: Canning K.N. Fok and Hans R. Snook — Messrs. Fok and Snook are members of VoiceStream‘s Board of Directors. Mr. Fok is Hutchison‘s Group Managing Director. Mr. Snook is the Managing Director of Orange ple, an affiliate of Hutchison, and a director of another Hutchison affiliate. Messrs. Fok and Snookare citizens of the United Kingdom; the principal business office of each is locatedat Hutchison House, 10 Harcourt Road, Hong Kong. As officers of Hutchison and affiliates thereto, each represents VoiceStream common stock held by HTPCSL and HTHL and, indirectly, by Hutchison. Susan M.E. W. Chow and FrankJ. Sixt —— Ms. Chow and Mr. Sixt became members of VoiceStream‘s Board of Directors following the Omnipoint merger. Both also serve as Executive Directors of Hutchison, Executive Directors of Cheung Kong Infrastructure Holdings Limited, and Directors of Hongkong Electric Holdings Limited, tom.com Limited, and Partner Communications Company Limited. Additionally, Mr. Sixt serves as Director of Cheung Kong (Holdings) Limited and Hutchison Telecommunications (Australia) Limited. Ms. Chow and Mr. Sixt are citizens of Hong Kong and Canada, respectively; the principal business office of each is located at Hutchison House, 22nd Floor, 10 Harcourt Road, Hong Kong. As officers of Hutchison and affiliates thereto, each represents VoiceStream common stock held by HTPCSL and HTHL and, indirectly, by Hutchison. John W. Stanton — Mr. Stanton is Chairman of VoiceStream‘s Board of Directors and its Chief Executive Officer. He is a United

_ States citizen with principal business offices at 3650 131" Avenue, S$.E., Suite 400, Bellevue, Washington 98006. e _ Robert R. Stapleton — Mr. Stapleton is VoiceStream‘s President and a member of its Board of Directors. He is a United States citizen with principal business offices at 3650 131" Avenue, S.E., Suite 400, Bellevue, Washington 98006. A list of VoiceStream‘s interlocking directorates is attached as Attachment A hereto. i) VoiceStream hereby certifies that it is not affiliated with any foreign carrier. 0) (1) This question is not applicable. VoiceStream is not a foreign carrier. (2) This question is not applicable. VoiceStream is not a foreign carrier nor does it control a foreign carrier. (3) No entity that is or owns a foreign carrier owns 25 percent of or controls VoiceStream. (4) No foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of VoiceStream and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing ofinternational basic telecommunications services in the United States. (k) This section is not applicable. VoiceStreamis not affiliated with any foreign carrier. (1) This section is not applicable. VoiceStreamis not a foreign carrier and is not affiliated with any foreign carrier. (m) VoiceStream is not affiliated with any foreign carrier and, under 47 C.F.R. § 63.10(a)(1), is presumptively non—dominant for the provision of international services. (n) VoiceStream certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier concerning 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. (0) VoiceStream and CIRI certify that 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.

(P) This Application qualifies for streamlined processing pursuant to Section _ 63.12 of the Commission‘s Rules. VoiceStream has no affiliations with foreign carriers in any destination market, nor does it have an affiliation with a dominant U.S. carrier whose international switched or private line services VoiceStream seeks authority to resell. Accordingly, VoiceStream respectfully requests streamlined processing. 10

~ Wherefore, the applicants respectfully submit that the present and future public convenience and necessity will be served by the grant of this transfer of control application. The parties certify that the statements contained in the foregoing are true, correct, and complete to the best of their knowledge, information, and belief. Accordingly, the applicants request that the Commission grant this Application. RespectW & L oL. Craig[Ffierching{rl Vice President Cook Inlet Region, Inc. 2525 C Street, Suite 500 Anchorage, Alaska 99509—3330 (907) 274—8638 Of Counsel: Gerard J. Waldron, Esq. Covington & Burling 1201 Pennsylvania Avenue, NW Washington, D.C. 20004—2401 (202) 662—6110

Brian T. O‘Connor Vice President, Legislative and Regulatory Affairs VoiceStream Wireless Corporation 1300 Pennsylvania Avenue, N.W. Suite 700 Washington, D.C. 20004 (202) 204—3099 Of Counsel: Louis Gurman Nina A. Mrose Morrison & Foerster, LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 (202) 887—1500 Dated: October 12, 2000 do—225418 11

ATTACHMENT A Interlocking Directorates of VoiceStream The following officers or directors of VoiceStream also serve as officers or directors of foreign cormnmon carriers: John W. Stanton — Director, Chairman, CEO, VoiceStream e Director — Microcell Telecommunications, Inc. (Canada) e Director — 360 Networks Inc. (Canada) e Director — Meteor Mobile Communications Limited (Ireland) Robert R. Stapleton — Director, President, VoiceStream e Director — Microcell Telecommunications, Inc. (Canada) Canning K.N. Fok — Director, VoiceStream e Group Managing Director — Hutchison Whampoa Limited (Hong Kong) e Chairman — Orange ple (United Kingdom) e Director and Chairman — Partner Communications Company, Ltd. Israel) e Director — Sterling Cellular Limited (India) e Director — Hutchison Global Crossing Limited e Chairman — Hutchison Telecommunications (Australia) Limited e Director — Hutchison Max Telecom Limited e Chairman — Hutchison Telephone Company Limited e Director— Hutchison Telephone Pty. Limited Jonathan M. Nelson — Director, VoiceStream e Director—AT&T Canada James N. Perry, Jr. — Director, VoiceStream Director — Clearnet Communications, Inc. (Canada) e Director—Completel (France) e Director — Band—X Limited (United Kingdom) e Director— Pangea Ltd. (Bermuda) Hans R. Snook — Director, VoiceStream e Group Director and CEO — Orange plc (United Kingdom) e Director— Partner Communications Company, Ltd. (Israel) e Director— Hutchison Telecommunications (Thailand) Co., Ltd. Susan M.F. Woo Chow — Director, VoiceStream e Director — Orange ple (United Kingdom) Deputy Group Managing Director — Hutchison Whampoa Limited (Hong Kong) Executive Director — Cheung Kong Infrastructure Holdings Director — Partner Communications Company, Ltd. (Israel) Director — Hutchison Global Crossing Limited

Director — Hutchison Global Net Limited Director — Hutchison Telecommunications Technology Investments Limited Director — Hutchison Telephone Company Limited Director — Hutchison Telephone Pty. Limited Director — Hutchison 3G UK Limited Director — Lanka Cellular Services (Private) Ltd. Frank J. Sixt — Director, VoiceStream Executive Director — Hutchison Whampoa Limited (Hong Kong) Director — Orange plc (United Kingdom) Director — Cheung Kong (Holdings) Limited Executive Director — Cheung Kong Infrastructure Holdings Limited Director — Hutchison Global Crossing Limited Director — Hutchison Max Telecom Limited Director — Hutchison Telecommunications (Australia) Limited Director — Hutchison Telecommunications TechnologyInvestments Limited Director — Hutchison Telephone Company Limited Director — Hutchison Telephone Pty. Limited Director — Hutchison 3G UK Limited Director — Lanka Cellular Services (Private) Ltd. Director — Partner Communications Company Ltd. Director — Sterling Cellular Limited (India) Director — Usha Martin Telekom Limited Kaj—Erik Relander — Director, VoiceStream Deputy CEO — Sonera Corporation (Finland) Director — Turkcell Iletisim Hizmtleri A.S. (Turkey)


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Document Modified: 2019-04-20 21:40:05
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