Attachment 20161229144306-373.p

20161229144306-373.p

SUPPLEMENT

Supplement

2000-12-22

This document pretains to ITC-T/C-20001226-00759 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000122600759_1387738

SWIDLER BERLIN SHEFEFF FRIRDMAN, LLP 3000 K STREET, |NW , SutTE 300 WasHinatTton, DC .0007—5!16 TELEE 40NE (202) {24—750) NEW York Orrice Facs vILe (202) «24—764: 405 LEXINGTON AVE. NEW YORK, NY 10174 Dece mber 21. 2. 0C O VIA COURIER Magalie Roman Salas, Secretary Federal Communications Commission P.O. Box 3581153 Pittsburgh, PA 15251—5115 Re: Joint Application of Corpprate Netwxorks Intsrmat.oral, Inc. and Weitcom Corporation for Authority Pirsuant to isection 21 4 of the Communicatior s Act of 1934, as Aimended, to Transfir Control of Corpora:elNe:w ork s Internation:l, Inc to Westcom Corpcration Dear Ms. Salas: Transmitted herewith, on behalf of Corporats Neworks Incernagional, Inc. ("CNWI‘) ind Westcom Corporation ("Westcom‘"), are an or ginal anisx (5) copie ; 0 ‘an appl cation under S sction 214 of the Communications Act ‘or Commission apy roval of Ta isf:r of cor trcl of CNI to Westcom. 4. Form . 159 and check for the amount of the required filing f :e for this a vplication are als > e aclosed. Addition allv, please also find a marked copy of our application, wt ich we vrould ask you to date—itainp and return :o us i1 the addressed envelope provide 1. We ask for expedited consideration ind gran: of this appl catioa. Approval of the proposed acquisition will further the Commuission‘s jublic ftiterest goal of proraoting competitim in the telecommunications industry and allow Westco n to brin 3 t ie competitive benefits of the acquisitior to U.S. consumers as soon as possible. Should you have any questions concert ing thes: arplications. plza:s e clo not hesitate to :or tact the undersigned. ' P 9 ymA ; LA 38 iC Helen E. Disenhaus Jennifer A. Schneider Swidler Berlin Shereff Friedman, LLP 3000 K Street, NW Suite 300 Washington, DC 20007 (202) 424—7500 Counsel for Corporate Networks International, Inc. and Westcom Corporation 362044.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 Streamli ned ITC—T/C—20001226—00759 Nawe/ Nus? Nuse! Nuse)! Muuee! Nuser! Ned Nume! Nusd! Ned Ne Ne Ned N) Ne! Ned Nud In the Matter of COR PORATE NETWORKS INTERNATIONAL, INC. CORPORATE NETWORKS INTERNATIONAL, INC. And WESTCOM CORPORATION Application for Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control of Corporate Networks International, Inc., an Authorized U.S. International Carrier, to Westcom Corporation JOINT APPLICATION FOR TRANSFER OF CONTROL Corporate Networks International, Inc. ("CNI") and Westcom Corporation ("Westcom") (together, "the Applicants"), by their undersigned counsel, and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §214 (1982) (the "Act‘"), and Section 63.18 of the Commussion‘s Rules, 47 C.F.R. § 63.18 (1999), hereby request approval to transfer control of CNI, a non—dominant U.S. carrier holding Section 214 authorization, to Westcom. Applicants respectfully request streamlined treatment of this Application pursuant to Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12 (1999). Neither CNI nor Westcom is a foreign carrier or affiliated with a foreign carrier that possesses sufficient market power in the destination country to affect competition in the United States adversely. Nor is either of the Applicants affiliated with a U.S. carrier whose international switched or private line services it seeks to resell. Accordingly, given that the Applicants qualify for a presumption

of non—doininance for a provisio tiona communication: services pursuait to Section 63.1:)(a)(1) of the Commission‘ C.E.R. § 63.10 (a)(1) (1999), tiis A »plicstion is eligi)le for stre amlined processi it to Section 63. 12 of the Commission s Ru es, 47 C.F.R. § 1)3.12 (1998)). T. TFE PARTISS A. Corporate Metwo ition:i, Inc. ChN T is a corporatior orga the li:ws of State of Delaware and is au horiz »d to prov de resold U .S. international muant :o its Section 214 authorization. C NI offers a specializec. priviite line service to most y brokerage firms, which coanect ; customers‘ offic ss with "alysays open" dedic ircuits. B. VWestcom Corpor Westconi is a privately—he on or ganized under th«: laws of the Stat : of New York. It does nout have authorizai secticn 214. II. DF SCR [PTION OF TH \CTION CNI anc Westcom have 1 tha;: they will realize significant econom ic ard marketing bene its by establishi a supsidiary of Westcom. To that ead, the CNII share holders anid Westcom inten ito a Stock Purchase Agreement whereay Westcoin will purchase 100 percent of the stock of CNI in a stock for cash transaction. As a result, CNI will become a wholly—owned subsidiary of Westcom. III. PUBLIC INTEREST STATEMENT CNI and Westcom have determined that the proposed transfer of control will enable the combined company to enhance the range of services and choices available to its customers. It also will promote operational and administrative efficiencies that will enable the merged company to compete more effectively in the telecommunications market to the ultimate benefit

of consumers. Finally, the proposed transaction will be consummated in a seamless fashion, will be transparent to CNI‘s customers and will not in any way inconvenience or cause harm to any of CNI‘s customers. IV. INFORMATION REQUIRED BY SECTION 63.18 (a) Name, address and telephone number: Transferor: Corporate Networks International, Inc. 29 Route 34 North Suite 105 Colts Neck, New Jersey 07722 Tel: (732) 308—9123 Fax: (732) 308—9195 Transferee: Westcom Corporation 152 West 57°" Street New York, New York 10019 Tel: (212) 586—7500 Fax: (212) 586—2666 (b) Transferor: CNI is organized under the laws of the State of Delaware. Transferee: Westcom is organized under the laws of the State of New York. (c) Correspondence concerning this application should be sent to: Helen E. Disenhaus Jennifer Schneider SWIDLER BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, NW., Suite 300 Washington, D.C. 20007 Tel: (202) 424—7500 Fax: (202) 424—7645 with a copies to: Kenneth J. Higgins, Jr. President Corporate Networks International, Inc. 29 Route 34 North Suite 105 Colts Neck, New Jersey 07722 Tel: (732) 308—9123 Fax: (732) 308—9195

and Michael Hirtenstein President Westcom Corporation 152 West 57" Street New York, New York 10019 Tel: (212) 586—7500 Fax: (212) 586—2666 (d) Tra eror: CNI is an authorized non—dominant reseller of international services pursuant to Section 214 of the Act. See File No. ITC—95— 225, FCC Public Notice Report No. 1—8052 (rel. May 10, 1995). Tra eree: Westcom has not previously received authority under Section 214 of the Act. (e)(3) By s Application, Applicants seek authority to ‘transfer control of CNI, a non— don ant common carrier holding international Section 214 authority, to We om. (£) Not plicable. This application for transfer of control is eligible for streamlined proc sing under Section 63.12 of the Commission‘s Rules, 47 C.F.R. § 63.12 (19¢_ as discussed in Section (1) below. (g) Not plicable. (h) Afte :sompletion of the transaction, the following persons or entities will hold a ten ‘cent (10%) or greater ownership interest in CNI: Nar Westcom Corporation Adc ss: 152 West 57°" Street New York, New York 10019 Citizenship: New York (USA) Percentage Owned: 100% Principal Business: Telecommunications The fo llowing persons or entities will hold a direct ownership interest in Westcom and a ten percent (10%) or greater indirect ownership interest in CNI upon consummation of the proposed transaction. Name: Michael Hirtenstein Address: Westcom Corporation 152 West 57"" Street New York, New York 10019 Percentage Held: 98%

Citizenship: U.S.A. Principal Business: Individual No other person or =r*ity holds a ten percent (10%) or greater direct or indirect ownership interest ir NI. Westcom currently k no interlocking directorates with a foreign carrier. Westcom certifies t : it is not a foreign carrier and that it is not currently affiliated with any fo gn carrier. ) Westcom certifies chat it does not seek to provide international telecommunications vices to any destination country where: (1) Westcom is : reign carrier in that country; or (2) WestCom co ols a foreign carrier in that country; or (3) Any entity th owns more than 25 percent of Westcom, or that controls Westcom, co ols a foreign carrier in that country. (4) Two or more reign carriers (or parties that control foreign carriers) own, in the a regate more than 25 percent of Westcom and are parties to, or the ber iciaries of, a contractual relation affecting the provision or marketing international basic telecommunications services in the United States (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) Westcomcertifies tk it has not agreed to accept special concessions, as defined in Section 63. 14(b) ‘the Commussion‘s Rules, directly or indirectly from any foreign carrier with .~spect 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. (0) Westcom certifies, 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. § 3301), that no party to its application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (P) Westcom requests streamlined processing of this application pursuant to Section 63.12 (a—b) of the Commission‘s Rules. This Application qualifies for streamlined processing because, as set forth above, Westcom has no affiliation with a foreign carrier, has no affiliation with a dominant U.S. carrier whose international switched or private line services Westcom seeks authority to resell,

and does not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of such services.

IV. CONCLUSION For the reasons stated herein, Corporate Networks International, Inc. and Westcom Corporation respectfully submit that the public interest, convenience and necessity would be furthered by grant of this Application for consent of transfer of control of Corporate Networks International, Inc. to WestcomCorporation. Respectfully submitted, uy PlaGon ) Arapnada A | e 4 6 Helen E. Disenhaus, Esq. Jennifer A. Schneider, Esq. SWIDLER BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, NW., Suite 300 Washington, DC 20007 Tel: (202) 424—7742 Fax: (202) 424—7645 Counsel for CORPORATE NETWORKS INTERNATIONAL, INC. and WESTCOM CORPORATION Dated: December 22, 2000

CERTIFICATION OF CORPORATE NETWORKS INTERNATIONAL, INC. On behalf of Corporate Networks International, In reby certify that the statements in the foregoing Application for Section 214 authority are uuc, complete, and corrcct to the best of my knowledge and are made in good faith. Date: M%

CERTIFICATION OF wWESTCOM CORPORATION On behalf of Westcom Corporation, I hereby certify that the statements in the foregoin 9 Application for Section 214 authority are true, complete, and cor e the best of my 4 knowledge and are made in good faith /jt(litk Nams: ///’chael /é/’r feas fern Title: /"CJ/‘céfl ZL 12— 2o — 0


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Document Modified: 2019-04-09 20:21:58
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