Attachment 20170103091757-380.p

20170103091757-380.p

SUPPLEMENT

Supplement

2001-01-18

This document pretains to ITC-T/C-20010112-00018 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2001011200018_1390583

Streamlined ITC—T/C—20010112—00018 hunter communications lay tmycoy comroraton /ED 001 ng\:\.\j\ Telecom Division January 12, 2001 8 A 7. * International Bureau iAN \ \AM S Jt Federal Communications Commission International Bureau — Telecommunications »\ J 4 ) P. 0. Box 358115 Pittsburgh, PA 15251—5115 Re: Application of TruCom Corporation and BridgeComInternational, Inc. For Authority to Transfer Control Dear Sir or Madam: ~ Enclosed for filing with the Federal Communications Commission, on behalf of TruCom Corporation ("TruCom") and BridgeCom International, Inc. ("BridgeCom"), please find an original and five (5) copies of an application for approval to transfer control of TruCom to BridgeCom. Both entities hold authorization, pursuant to Section 214 of the Commission‘s Rules, to provide telecommunications services between the United States and international points. Also enclosed is a check made payable to the Federal Communications Commission in the amount of the $815.00 statutory filing fee for this application, accompanied by FCC Form 159. e 1 Please return the file/stamp copy of these materials in the stamped envelope provided for this purpose. Respectfully submitted, Catherine M. Hannan Enclosures C 1620 I Street, N.W. Suite 701 Washington, D.C. 20006 Telephone (202) 293—2500 iz Facsimile (202) 293—2571

RECEIVED Before the JAN 1 8 2001 FELT"" 4AL COMMUN®~ * TIONS COMMISSION Telecom Division Washingt ).C. 20554 International Bureau In the Matter TruCom Corp on File No. ITC—214—19971104—00683 BridgeCom In itional, Inc. File No. ITC—214—19971020—00645 Joint Applicat ar Consent to Transfer of Cc I Pursuant to Section 214 of communicatio1 Act of 1934, as nded LUCATIONFC RANSFER OF CONTROL Tn Corporation * m" J or "Transferor") and BridgeCom International, Inc. igeCom" or "Trar :") (collectively, the "Applicants"), by the undersigned cou hereby request ity, pursuant to Section 214 of the Communications . 1934, as amended .S.C. §214 (1982), and Section 63.18(e)(3) of the Commissio iles, 47 C.E.R. §6 >)(3), for consent to transfer of control of TruCom, a teleco: ications carrier al zed, pursuant to authority granted by the Commission under Section 214, FCC File No. ITC —214—19971104—00683, effective December 26, 1997, to provide global international facilities—based and resale services between the United States and international points, to BridgeCom. Applicants respectfully request streamlined, expedited treatment of this application, pursuant to the Commission‘s Report and Order, released March 23, 1999, in CC Docket No. 98—118, 1998 Biennial

Regulatory Review —— Review of International Common Carrier Regulations, 14 FCC Red. 4909 (1999), and Section 63.12 of the Commission‘s Rulss, 47 C.F.R. §63. BridgeCom: and TruCon have entered into an Agreement and ifMet zer pirsuant to which BridgeCom will accquire control of T uCom. Thz tran 1 will be f: cilitatsd by meanss of a kolding compiiny, w hich will hcld all of the capit: c of b ath T uCom and BridgeCom. Following coasuminatior. of the: proposed transac e curi 2nt shareholders of BridgeCom will hold :. majcrity interest in the: hold:ng cc y oveall (v/ith the individual presently possessed of voiing ec ntrol ofBric geCom mai ig vot ng control of the holdiag company), and the cur ent st areholders of TruTCom 1 ild a 1 :ss than majority interest in the holding corapany . The ‘ntegration ofBridgeCom and TiuCon withi 1 the same c te farm ily will allow the two entities to achieve the adv:iintages of sc j)pe aad scaleof: r ove all telecommunications operation, thereby enhaning tt eir ablities :o serve exis id futire cistomers. «ccordingly, Applicants submi: that the public interest, co: nce ind necessity would be served by grant of this Joiat Application. 3. THE PARTIES A. TruCom Corporation ("TruCom") TruCom Corporation, is a privately—held corporation organized under the laws of the State ofNew York. Its principal offices are located at 63 West 38th Street, Suite 900, New York, New York 10018. TruCom is not affiliated with any foreign carrier and is not directly or indirectly owned by a foreign government, a foreign Post, Telephone or Telegraph €

administration ("PTT"), a foreign telecommunications or telecommunications—related service provider. No employee, agent, or representative of any ofthe foregoing telecommunications entities sits on the governing body of TruCom. Exhibit A hereto also contains information regarding officers, directors and holders of 10% or greater ownership interests in TruCom. Other information concerning TruCom‘s legal, technical and financial qualifications to provide service was submitted as part of TruComn‘s application for Section 214 authority filed with the Commission in FCC File No. ITC—214—19971104—00683 and is, therefore, already a matter of record at the Commission. In accordance with the Anti—Drug Abuse Act of 1988, see 21 U.S.C. § 853a, the certification of TruCom is attachedhereto in Exhibit B. See 47 C.F.R. §1.2001, et seq. B. BridgeCom International, Inc. ("BridgeCom") io BridgeCom is a corporation formed under the laws of the State of Delaware. BridgeCom‘s principal offices are located at 116 Radio Circle, Suite 300, Mount Kisco, New York 10549. BridgeCom is not affiliated with any foreign carrier and is not directly or indirectly owned by a foreign government, a foreign Post, Telephone or Telegraph administration ("PTT"), a foreign telecommunications or telecommunications—related service provider. No employee, agent, or representative of any ofthe foregoing telecommunications entities sits on the Board of Directors of BridgeCom. Exhibit A contains information regarding officers, directors and holders of 10% or greater ownership interests in BridgeCom. Other information concerning BridgeCom‘s legal, technical and financial qualifications to provide service was submitted as €

part ofBridgeCom‘s application for Section 214 authority filed with the Commissionin FCC File No. ITC—214—1 120—00645 and is, therefore, already a matter of record at the Commission. In acc se with the Anti—Drug Abuse Act of 1988, see 21 U.S.C. § 853a, the certification of F Com is attached hereto in Exhibit B. See 47 C.F.R. §1.2001, et seq. IL. THE TRA CTION The t : of control of TruCom to BridgeComwill occur as part of a multi— faceted transaction. ansaction will be undertaken as follows. A hol ompany will be created which will, in turn, create two subsidiary entities to be organiz the sole purpose of facilitatingthis transaction. TruCom will be merged with one of t] icquisition subsidiaries" and BridgeCom will be merged withthe other. The BridgeC ipital stock currently held by BridgeCom sharelloldei}:s will Be C converted into capit: ‘k representing a 60 percent ownership interest in the—holding company. The Tru/ sapital stock currently held by TruCom sharneholAders will be converted into capita : representing the remaining 40 percent ownership interest in the holding company. A ult, the holding company will hold 100% of the stock of the two "acquisition subsidiaries", which will in all other ways remain identical to their formerly separate, free—standing status as BridgeCom and TruCom. The individual who is presently possessed of voting control of BridgeCom will maintain voting control of the holding company after consummation of this transaction, with the result that de facto control of BridgeCom will remain unchanged.

III. REQUEST FOR CONSENT TO TRANSFER OF CONTROL Pursuant to Section 63.18(e)(3) of the Commission‘s rules, 47 C.F.R. 63.18(e)(3), the Applicants set forth the following information: (a) Name and Address of Transferor TruCom Corporation 53 West 38th Street, Suite 200 New York, NY 10018 _ Telephore: {646) 562—4000 Facsimile: (646) 562—4050 Name and Address of Transferee BridgeCom International, Inc. 116 Radio Circle, Suite 300 Mount Kisco, NY 10549 Telephone: (914) 242—110) Facsimile: (914) 242—3434 (b) TBJCom is a éb—fijoration orzanized under t 1e laws of the State ofNew York. BridgeCom is a corporation orgarized imnder the laws of the State of —Delaware. (c) Correspondence concerning this applicaticn should be sent to: — For TruCom: Evan Michaels, President TruCom Corporation 63 West 38"" Street, Suite 900 New York, NY 10018 Telephone: (646) 562—4000 Facsimile: (646) 562—4050

with a copy to: Seth P. Markowitz Markowitz & Roshco, LLP 530 Fifth Avenue—23" Floor New York, NY 10036 T+ me: (212) 869—6000 F: le: (212) 944—7630 For Bridg t Michael 1 a, President BridgeCo srnational, Inc. 116 Radic le, Suite 300 Mount Ki TY 10549 Telephon 4) 242—1100 Facsimile 4) 242—3434 with a cof C: ie M. Hannan, Esq. Hi Communications Law Group, P.C. .0 I€ itreet, NW, Suite 701 W ston, DC 20006 Te ne: (202) 293—2500 Fa le: (202) 293—2571 (d) TruCom | a0rized, pursuant to authority granted by the Commission under Se 214, FCC File No. ITC—214—19971104—00683, effective Decembe1 997, to provide global international facilities—based and resale services between the United States and international points. Pursuant to Section 63.07 ofthe Commission‘s Rules, 47 C.F.R. §63.07, and the policies announced by the Commission in its Second Report and Order in Policy and Rules Concerning Rates for Competitive Common Carrier Services and

Facilities Therefor,‘ TruCom is authorized to operate as a nondominant domestic interstate common carrier. BridgeCom is authorized, pursuant to authority granted by the Commission under Section 214, FCC File No. ITC—214—19971020—00645, effective December 5, 1997, to provide global international facilities—based and resale services between the United States and international points. Pursuant to Section 63.07 of the Commission‘s Rules, 47 C.F.R. §63.07, and the policies announced by the Commission in its Second Report and Order in Policyand Rules Concerning Rates for Competitive Common Carrier Services and Facilities Therefor," BridgeCom is authorized to operate as a nondominant domestic interstate common carrier. | Pursuant to Section 63.18(e)(3) of the Commission‘s rules, 47 C.F.R. 63.18(e)(3), BridgeCom sets forth the following additional information: (b) Ownership information regarding holders of ten percent (10%) or greater interests in BridgeCom is attached hereto as Exhibit A. BridgeCom has no interlocking directorates with any foreign carrier. i) BridgeCom certifies thatit is not, and is not affiliated with, a foreign carrier. 1 91 F.C.C.2d 187 (1982), recon. denied, 93 F.C.C.2d 54 (1983), Third Report and Order, 48 Fed. Reg. 46,791 (1983), Fourth Report and Order, 95 F.C.C.2d 554 (1983), rev‘d and remanded sub nom., American Tel. & Tel. v. FCC, 978 F.2d 7272 (D.C.Cir. 1992), cert. denied, S.Ct. Docket # 92—1684,61 U.S.L.W. 3853 (June 21, 1993), Fifth Report and Order, 98 F.C.C.2d 1191 (1984), Sixth Report and Order, 99 F.C.C.2d 1020 (1985), rev‘d and remanded sub nom., MCI Telecommunications Corp. v. FCC, 765 F.2d 1186 (D.C.Cir. 1985). 2 Id.

) BridgeCom certifies that it does not seek to provide international telecommunications services to any destination country in which (1) it is a foreign carrier, (2) it controls a foreign carrier in that country, (3) it is controlled or mors thar. 25% owned by an entity that controls a fore‘t‘~~ carriet in that country, 01 (4) it is owiiled, in the aggregaie, more than 25% two or more foreign car iers (or parties that control foreign carries) wh are parties to, or the beneficiaries of, a contractual relatio 1 (e.g., a jc venturs or market alliance) affecting the provision or marketing internitional basic telecommu iications services in the Unite 1 Stats. (k) Not ar plicat le. (1) Not ar plicat le. (m) Not ar plicat le. _ (n) Bridge Com sertifics tha: it has not azreed to accept special concessions directly or indirectly from ary forcign carrier with respect to :ny U intern: tional route wher« the foreign carrier possesses market pow sr on foreign end cf the route and wi1 not enter into such agreements in th .e futu (0) In accordance with the Anti—Drug Abuse Act of 1988, see 21 U.S.C. §853a, the certification ofBridgeCom is attached hereto in Exhibit B. See 47 C.F.R. §1.2001, et seq.

(p) This application qualifies for streamlined processing pursuant to ‘63.12 of the Comunission=s Rules because BridgeCom is neither a for sign c arrier nor affiliated with & foreign carrier and accordingly, is prest mptiv ely nondominant under 63.10(a)(1). IV. CONCLUSION By reason of t‘he fcregoing, Applicants submit that the »ublic inter »st, convenience and necessity would be served by grant of this Application for transfe of control of TruCom to BridgeCom pursuant to Section 214 of the Communi satior s Act of 1934, as amended, 47 U.S.C. ‘214, and Section 63.18(e)(3) of the Commis:ion‘s ‘¢ules, 47 C.FR. ‘63.18(0)(3). Respectfull:» submitted, TruCom Corporation BridgeCom Internation: 1 Inc. 5 & Z/_@ LA PHL_ Seth P. Markowitz Catherine V :. Hannan, Esq. * Markowitz & Roshco, LLP Hunter Communications Law Srouq, P.C 530 Fifth Avenue—23" Floor 1620 I Street, NW, Suite 701 New York, New York 10036 Washington, D.C. 20006 Attorney for Transferor Attorney for Transferee Dated: January 12, 2001

EXHIBIT A OWNERSHIP INFORMATION OF TruCom Corporation and BridgeCom International, Inc.

Holders of Ten Percent or Greater Ownership Interests in TruCom Corporation Name: Evan Michaels Address: 63 West 38Street New York, NY 10018 Citizenship: USA Principal Business: Telecommunications % of Equity: 33.82% Name: John Carey Address: 63 West 38"" Street New York, NY 10018 Citizenship: USA Principal Business: Telecommunications % of Equity: 33.82% Name: DSR Holdings III, LLC Address: 70 East 55+ Street New York, NY 10022 Citizenship: N/A Principal Business: Investments % of Equity: 12.61% Name: Maidman Family Parking, L.P. Address: 70 East 55°" Street New York, NY 10022 Citizenship: N/A Principal Business: Parking Facilities % of Equity: 10.76%

Holders of Ten Percent or Greater Ownership Interests in DSR Holdings III, LLC Name: David Maidman Address: 70 East 55Street New York, NY 10022 Citizenship: USA Principal Business: Inveastments % of Equity: 33—1/3% Name: Alexander Laughlin, Jr. Address: 70 East 55Street New York, NY 10022 Citizenship: USA Principal Business: Investments % of Equity: 33—1/3%% Name: Maidman Family Parking, L.P. Address: 70 East 55¢" Street New York, NY 10022 Citizenship? N/A Principal Business: Parking Facilities % of Equity: 33—1/3%%

Holders of Ten Percent or Greater Ownership Interests in Maidman Family Parking, LP Name: David Maidman Address: 70 East 55Street New York, NY 10022 Citizenship: USA Principal Business: Investments % of Equity: 16% Name: Richard Maidman Address: 70 East 55°" Street New York, NY 10022 Citizenship: USA Principal Business: Investments % of Equity: 16% K._

Holders of Ten Percent or Greater Ownership Interests in BridgeCom International, Inc. Name: Michael Weprin Address: 40 Random Farms Circle Chappaqua, NY 10514 Citizenship: USA Principal Business: Telecommunications % of Equity: 73% Name: Jane Weprin Menzi Address: 5 East Tenth Street New York, NY 10003 Citizenship: USA Principal Business: Telecommunications % of Equity: 27% . u:

EXHIBIT B DRUG CERTIFICATION AND VERIFICATION OF TruCom Corporation and BridgeCom International, Inc.

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 SECTION 1.2001 CERTIFICATION On behalf of BridgeCom International, Inc. and in accordance with Section 1.2001 — 1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001 — 1.2003, I hereby certify that neither BridgeCom International, Inc., nor any party to this application is subject to a denial of Federal benefits that includes Federal Communications Commission benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 8539. BridgeCom International, Inc. s e Michaelymz Weprin ... President Date: f=r6 —~z /

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 SECTION 1.2001 CERTIFICATION On behalf of TruCom Corporation and in accordance with Section 1.2)0; — 1.2003 of the Commussion‘s Rules, 47 C.F.R. ‘‘ 1.2001 — 1.2003, I hereby cerify that neither TruCom Corporation, nor any party to this application is subject to a denia. o1 Federal benefits that includes Federal Communications Commission benefits pursuant to Se:tion 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. ‘ §539. TruCom Corporation rBy: Q 2&’/ oo 2 Evan Michaels President Date: / ///0//00

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 STATE OF NEW1 ORK ) ) ss. COUNTY OF WESTCHESTER ) VERIFICATION I, Michael Weprin, President of BridgeCom Inernational, Inc , am ; uthorized to make this verification or behalf of RridgeCom International, Inc. Th: state ment: made in the ~oregoing document ire true, coraplete, and correc : to the best of ny kr owlec ge and are ins.de in good faith. BridgeCom International Inc. //'/ JP yy BY‘’//&4{//@‘9’2) * &7 Michgél Weprin ~— Pres1dent Subscribed and sworn to before me, in and for the State and County named above this 10 day of flflv‘aw’vg, 2001. 4 /7 W(/f{,\(_>(L/L»«fif/’j y No%ary Public Lucia Belfuscio My Commission expires 26// G/g) yral Notary Public, State of New York Registration #01BE6043431 Qualifled In Westchester County My Commission Expires June 19, 206Z2.___

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) VERIFICATION I, Evan Michaels, President of TruCom Corporation, am ai thorized to make this verification on behalf of TruCom Corporation. The statements riade in the foregoing document are true, complete, and correct to the best of my knowledg : and are ms de in good faith. 1 TruCom Corporation By: C W Evan Michqels President Subscribed and sworn to before me, i1 and for the State County named above this (®_ day of T a«x% 2001. Notary Public My Y Commission expires P DANIEL S. RoSkKco Notary Public, State of New York No. 0O2R05048670 Qualified in New York County Commission Expires Aug. 28,}9%} o8 |


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