DA 02-1173

May 16, 2002

COMMISSION SEEKS COMMENT ON APPLICATIONS FOR CONSENT TO TRANSFER CONTROL
FILED BY BELL ATLANTIC NEW ZEALAND HOLDINGS, INC. AND PACIFIC TELECOM
INC.

**Pleading Cycle Established**

**IB Docket No. 02-111**

**Comments/Petitions Due: June 17, 2002**

**Responses/Oppositions to Petitions Due: July 1, 2002**

# THE TRANSACTION

On April 11, 2002, Bell Atlantic New Zealand Holdings, Inc. ("BANZHI")
and Pacific Telecom Inc. ("PTI") (together with BANZHI, the
"Applicants") filed applications pursuant to sections 214 and 310(d) of
the Communications Act of 1934, as amended (the "Act"),[^1] seeking
Commission approval of the proposed transfer of control from BANZHI to
PTI of certain Commission licenses and authorizations held by
Micronesian Telecommunications Corporation ("MTC") and its wholly owned
subsidiary GTE Pacifica Inc. ("GTE Pacifica"). These licenses and
authorizations include a cellular radiotelephone service license, a
non-common carrier earth station license, a common carrier earth station
license, a cable landing license, and two international section 214
authorizations held by GTE Pacifica, as well as blanket domestic section
214 authorizations held by GTE Pacifica and MTC. BANZHI owns 100 percent
of the shares of MTC and proposes to sell to PTI all of the outstanding
shares of MTC. After the proposed transaction, PTI would control all of
the Commission licenses and authorizations held by GTE Pacifica and MTC,
which would continue to offer the services they currently offer under
existing service arrangements. PTI also petitions the Commission to
issue a declaratory ruling that the indirect foreign ownership of GTE
Pacifica that would result from PTI's proposed acquisition is consistent
with the public interest pursuant to section 310(b)(4) of the Act.[^2]

# THE PARTIES

According to the Applicants, PTI, the proposed transferee, is a
privately held corporation organized under the laws of the Commonwealth
of the Northern Mariana Islands ("CNMI"), a U.S. overseas territory.
They state that PTI was formed by a consortium of investors as the
vehicle to purchase the assets of MTC and GTE Pacifica. PTI has three
shareholders: Prospector Investment Holdings Inc. ("Prospector"), a
corporation of the Cayman Islands, British West Indies, holds 50 percent
of the equity of PTI, THC Communications Corp. ("THC Communications")
and Missouri Holdings Corp. ("Missouri Holdings"), both corporations
organized under the laws of the CNMI, hold the remaining 30 percent and
20 percent of the equity of PTI, respectively. Applicants state that the
total ultimate foreign ownership of PTI is currently 72.1 percent.

MTC is the incumbent local exchange carrier in the CNMI and wholly owns
GTE Pacifica, doing business as Verizon Pacifica, which provides
domestic and international telecommunications services in the CNMI
through the use of cellular radiotelephone, satellite and cable
facilities. BANZHI, a Delaware corporation, wholly owns MTC. Verizon
Communications Inc., a publicly held corporation organized under the
laws of Delaware, indirectly owns 100 percent of the outstanding common
stock of BANZHI.

PETITION FOR DECLATORY RULING ALLOWING INDIRECT FOREIGN OWNERSHIP

PTI has filed a petition pursuant to section 310(b)(4) of the Act for a
declaratory ruling that it would not serve the public interest to
prohibit indirect foreign ownership of common carrier licensee GTE
Pacifica by investors from World Trade Organization ("WTO") Member
countries in an amount up to 72.1 percent. PTI also requests that it be
provided flexibility for an additional 15 percent foreign investment by
entities or individuals from WTO Member countries, for a total of up to
87.1 percent indirect foreign ownership.

The petition for declaratory ruling under section 310(b)(4) of the Act
has been assigned File No. ISP-PDR-20020411-00013.

# SECTION 310 APPLICATIONS

**Part 25 -- Satellite Communications**

This Public Notice lists two applications for the transfer of control
from BANZHI to PTI of one common carrier earth station license and one
non-common carrier earth station license held by GTE Pacifica:

[File No.]{.underline} [Licensee]{.underline} [Call Sign]{.underline}

SES-T/C-20020411-00542 GTE Pacifica Inc. E000164 (Common carrier)

SES-T/C-20020411-00657 GTE Pacifica Inc. KA-34 (Non-common carrier)

**Part 22 -- Public Mobile Services**

Applicants also filed an application for transfer of control from BANZHI
to PTI of cellular radiotelephone service license KNKN616 held by GTE
Pacifica:

[File No.]{.underline} [Licensee]{.underline} [Call Sign]{.underline}

0000759596 GTE Pacifica Inc. KNKN616

# CABLE LANDING LICENSE APPLICATION

**Part 1 - Cable Landing Licenses**

Applicants also filed the following application for consent to transfer
control from BANZHI to PTI of a cable landing license held by GTE
Pacifica:

[File No.]{.underline} [Licensee]{.underline} [License]{.underline}

SCL-T/C-20020411-00024 GTE Pacifica Inc. SCL-92-003-AL

> **INTERNATIONAL SECTION 214 APPLICATIONS**

**Part 63 -- International Service**

Applicants have filed an application for consent to transfer control
from BANZHI to PTI of international section 214 authorizations held by
GTE Pacifica, as specified below.

[File No.]{.underline} [Authorization Holder]{.underline}
[Authorizations]{.underline}

ITC-T/C-20020411-00224 GTE Pacifica Inc. ITC-214-19970502-00247

> (formerly ITC-97-288);
>
> ITC-ASG-19971211-00776
>
> (formerly ITC-97-779-AL);

ITC-ASG-19971211-00778

> (formerly ITC-97-778-AL).

# DOMESTIC SECTION 214 APPLICATIONS

**Part 63 -- Domestic Service**

Applicants also filed applications for consent to transfer control from
BANZHI to PTI of blanket domestic section 214 authority held by GTE
Pacifica (for domestic interstate, interexchange operations) and by MTC
(for local exchange carrier operations).

# GENERAL INFORMATION

The transfer of control applications identified herein have been found,
upon initial review, to be acceptable for filing. The Commission
reserves the right to return any transfer of control application if,
upon further examination, it is determined to be defective and not in
conformance with the Commission's rules and policies. Final action will
not be taken on the applications earlier than 31 days following the date
of this Public Notice.

All filings concerning any or all matters in this Public Notice should
refer to **IB Docket No. 02-111.** Pursuant to Sections 1.415 and 1.419
of the Commission\'s rules, 47 C.F.R. §§ 1.415, 1.419, interested
parties may file comments or petitions to deny on or before **June 17,
2002** and oppositions and/or reply comments on or before **July 1,
2002**. Comments may be filed using the Commission\'s Electronic Comment
Filing System (ECFS) or by filing paper copies. [See]{.underline}
[Electronic Filing of Documents in Rulemaking Proceedings]{.underline},
63 Fed. Reg. 24121 (1998).

**Comments filed through the ECFS** can be sent as an electronic file
via the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally,
only one copy of an electronic submission must be filed. If multiple
docket or rulemaking numbers appear in the caption of this proceeding,
however, commenters must transmit one electronic copy of the comments to
each docket or rulemaking number referenced in the caption. In
completing the transmittal screen, commenters should include their full
name, U.S. Postal Service mailing address, and the applicable docket or
rulemaking number. Parties may also submit an electronic comment by
Internet e-mail. To get filing instructions for e-mail comments,
commenters should send an e-mail to ecfs@fcc.gov, and should include the
following words in the body of the message, \"get form \<your e-mail
address\>.\" A sample form and directions will be sent in reply.

Parties who choose to **file by paper** must file an original and four
copies of each filing. If more than one docket or rulemaking number
appear in the caption of this proceeding, commenters must submit two
additional copies for each additional docket or rulemaking number.
Filings can be sent by hand or messenger delivery, by commercial
overnight courier, or by first-class or overnight U.S. Postal Service
mail (although we continue to experience delays in receiving U.S. Postal
Service mail).

The Commission\'s contractor, Vistronix, Inc., will receive
hand-delivered or messenger-delivered paper filings for the
Commission\'s Secretary at 236 Massachusetts Avenue, N.E., Suite 110,
Washington, D.C. 20002. The filing hours at this location are 8:00 a.m.
to 7:00 p.m. All hand deliveries must be held together with rubber bands
or fasteners. Any envelopes must be disposed of before entering the
building. Commercial overnight mail (other than U.S. Postal Service
Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive,
Capitol Heights, MD 20743. U.S. Postal Service first-class mail, Express
Mail, and Priority Mail should be addressed to 445 12th Street, SW,
Washington, D.C. 20554. All filings must be addressed to the
Commission's Secretary, Office of the Secretary, Federal Communications
Commission.

**In addition, one copy of each pleading must be sent to each of the
following:**

(1) The Commission's duplicating contractor, Qualex International, 445
    12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554; e-mail:
    qualexint@aol.com; facsimile: (202) 863-2898; phone: (202) 863-2893.

(2) Gardner Foster, Policy Division, International Bureau, 445 12^th^
    Street, S.W., Room 3-A625, Washington, D.C. 20554; e-mail:
    gfoster@fcc.gov;

(3) Susan O'Connell, Policy Division, International Bureau, 445 12^th^
    Street, S.W., Room 6-A847, Washington, D.C. 20554; e-mail:
    soconnel@fcc.gov;

(4) John Branscome, Commercial Wireless Division, Wireless
    Telecommunications Bureau, 445 12^th^ Street, S.W., Room 4-A161,
    Washington, D.C. 20554; e-mail: jbransco@fcc.gov;

(5) Erin McGrath, Commercial Wireless Division, Wireless
    Telecommunications Bureau, 445 12^th^ Street, S.W., Room 4-B454,
    Washington, D.C. 20554; e-mail: emcgrath@fcc.gov;

(6) Tracey Wilson, 445 12^th^ Street, S.W., Competition Policy Division,
    Wireline Competition Bureau, Room 5-C437, Washington, D.C. 20554;
    e-mail: twilson@fcc.gov;

(7) Neil A. Dellar, Transaction Team, Office of General Counsel, 445
    12^th^ Street, S.W., Room 8-C818, Washington, D.C. 20554; e-mail:
    ndellar@fcc.gov.

Copies of the application and any subsequently-filed documents in this
matter may be obtained from Qualex International, in person at 445
12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone
at (202) 863-2893, via facsimile at (202) 863-2898, or via e-mail at
qualexint@aol.com. The applications and any associated documents are
also available for public inspection and copying during normal reference
room hours at the following Commission office: FCC Reference Information
Center, 445 12^th^ Street, S.W., Room CY-A257, Washington, D.C. 20554.
The applications are also available electronically through the
Commission's Electronic Filing System (ECFS) which may be accessed on
the Commission's Internet website at http://www.fcc.gov.

For further information, contact Gardner Foster, Policy Division,
International Bureau, at (202) 418-1460; Tracey Wilson, Competition
Policy Division, Wireline Competition Bureau (202) 418 1580; or John
Branscome or Erin McGrath, Commercial Wireless Division, Wireless
Telecommunications Bureau at (202) 418-0620.

[^1]: 47 U.S.C. §§ 214, 310 (d).

[^2]: 47 U.S.C. § 310(b)(4).