**DA 04-3129**

**Released: September 28, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
CERTAIN ASSETS OF SUSQUEHANNA ADELPHIA BUSINESS SOLUTIONS**

**TO SUSCOM BUSINESS SOLUTIONS OF PA, INC. AND**

**TELCOVE OF PENNSYLVANIA, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-383**

**Comments Due: October 12, 2004**

**Reply Comments Due: October 19, 2004**

On September 21, 2004, Susquehanna Adelphia Business Solutions
("Susquehanna ABS"), SusCom Business Solutions of PA, Inc., d/b/a/
SusCom Business Solutions ("SusCom"), TelCove of Pennsylvania, Inc.
("TelCove-PA"), and Susquehanna Fiber Systems, Inc. ("Susquehanna")
(collectively, "Applicants") filed an application, pursuant to section
63.03 and 63.04 of the Commission's rules,[^1] requesting approval to
transfer control of certain assets of Susquehanna ABS to SusCom and
TelCove-PA.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i) of the
Commission's rules[^2] because (1) the proposed transaction would result
in TelCove-PA or SusCom holding less than a ten percent (10%) share of
the interstate, interexchange market; (2) TelCove-PA or SusCom would
provide competitive telephone exchange services or exchange access
service (if at all) exclusively in areas served by a dominant local
exchange carrier that is not a party to the proposed transaction and;
(3) neither TelCove-PA nor SusCom is dominant with respect to any
service.

Susquehanna ABS is a telecommunications company that provides local
telephone service, local toll telephone service and long distance
service to approximately 220 business customers in York,
Pennsylvania.[^3] Susquehanna ABS is a Pennsylvania general partnership
with TelCove-PA and Susquehanna, a wholly owned subsidiary of
Susquehanna Media Company ("Susquehanna Media"), each owning fifty
percent.

SusCom is a corporation organized under the laws of the State of
Pennsylvania. SusCom is 82.25% owned by Susquehanna Cable Co. and 17.75%
owned by Comcast Corporation. Susquehanna Cable Company is in turn, 85%
owned by Susquehanna Media and 15% owned by Comcast Corporation.
Applicants note that 100% of the voting common stock of Susquehanna
Media is owned by Susquehanna Pfaltzgraff Company.[^4] Applicants also
state that according to Comcast Corporation's proxy statement, Brian
Roberts holds 100% of the class B common stock, which is 33 and 1/3% of
the total voting stock of Comcast Corporation.

TelCove-PA is a corporation organized under the laws of the State of
Delaware. TelCove-PA is a wholly-owned subsidiary of TelCove Operations,
Inc., which is in turn, a wholly-owned subsidiary of TelCove Inc.
("TelCove").[^5] TelCove, through various subsidiaries, offers local and
long-distance voice, dedicated data, ATM, frame relay, and Internet
services in approximately 50 medium-to-large markets throughout the
eastern United States, the Gulf Coast area, and in several midwestern
states. TelCove is 20.34% owned by Bay Harbour Partners, Ltd., a Cayman
Islands investment firm. TelCove is also 17.37% owned by Bay Harbour
90-1, Ltd., a U.S. investment firm. Bay Harbour Management, L.C. holds
four of seven seats in the TelCove board of directors and thus,
applicants state, could be deemed to exercise control over TelCove.[^6]
Goldman Sachs, a U.S. investment firm, holds 12.54% of TelCove.

By agreement dated December 19, 2003, the partners decided to dissolve
Susquehanna ABS and following receipt of all necessary regulatory
approvals, Susquehanna ABS will cease providing service. To ensure that
customers will continue to receive service without interruption, the
Partnership has entered into an agreement with TelCove-PA and
Susquehanna to distribute Susquehanna ABS' assets and customers between
TelCove-PA and SusCom. Specifically, TelCove-PA will primarily continue
to serve the Commonwealth of Pennsylvania and carrier customers, with
the remainder of the customers to be served by SusCom. TelCove-PA and
SusCom will also take ownership of physical assets of the Partnership,
including fiber and equipment such as back up generators. Consistent
with each partner's 50% interest in the Partnership, each partner will
receive 50% of the total value of the Partnership, including all of its
various assets, upon dissolution of Susquehanna ABS.

Applicants state that the proposed transfer of control is in the public
interest. The Applicants state that the Partnership's customers will not
be adversely affected by the dissolution of the Susquehanna ABS because
the companies that comprise the Partnership will continue to offer the
same or superior services such as wireless, high speed internet access,
voice messaging and wireless e-mail. The Applicants add that either
TelCove-PA or SusCom will continue to provide customers with local
telephone service, local toll telephone service and long distance
service, unless that customer chooses another provider. Furthermore, the
Applicants indicate that customers will experience no service outage,
will incur no costs for having their services transferred to either
TelCove-PA or SusCom, and will be able to retain their existing
telephone numbers.

**[GENERAL INFORMATION]{.underline}**

The transfer of control identified herein has been found, upon initial
review, to be acceptable for filing as a streamlined application. The
Commission reserves the right to return any application if, upon further
examination, it is determined to be defective and not in conformance
with the Commission's rules and policies. Interested parties may file
**comments on or before October 12, 2004** and **reply comments on or
before October 19, 2004**.[^7] Unless otherwise notified by the
Commission, this application will be deemed granted on the 31^st^ day
after the date of this notice.[^8] Comments may be filed using the
Commission's Electronic Comment Filing System (ECFS) or by filing paper
copies. *See Electronic Filing of Documents in Rulemaking Proceedings*,
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 e-mail to ecfs@fcc.gov, and should include the following
words in the subject line "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
appears 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, Natek, 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, Best Copy and Printing,
    Inc., 445 12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554;
    e-mail: [www.bcpiweb.com;]() phone: 202-488-5300 fax: 202-488-5563;

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

(3) Denise Coca, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C260, Washington, D.C.
    20554; e-mail: <denise.coca@fcc.gov>;

(4) Julie Veach, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C124, Washington, D.C.
    20554; e-mail: <julie.veach@fcc.gov>;

(5) James Bird, Office of General Counsel, 445 12^th^ Street, S.W., Room
    8-C740, Washington, D.C. 20554; e-mail: <james.bird@fcc.gov>.

Filings and comments are also available for public inspection and
copying during regular business hours at the FCC Reference Information
Center, Portals II, 445 12th Street, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
SW, Room CY-B402, Washington, DC, 20554, telephone: 202-488-5300, fax:
202-488-5563, or via e-mail [www.bcpiweb.com](http://www.bcpiweb.com/).

For further information, please contact Tracey Wilson, at (202)
418-1394, or Denise Coca at (202) 418-0574.

\- **FCC** -

[^1]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214.

[^2]: 47 C.F.R § 63.03(b)(2)(i).

[^3]: The Applicants indicate Susquehanna ABS was formerly called
    Susquehanna Hyperion Telecommunications.

[^4]: The Applicants state that the Louis J. Appell Residuary Trust for
    the benefit of members of the Appell family own 67.19% of the voting
    stock of the Susquehanna Pfaltzgraff Co. while the State Street
    Bank, Trustee of the Susquehanna Pfaltzgraff Co. Employee Stock
    Ownership Plan owns 26.94% of the Company.

[^5]: TelCove-PA owns a 50% partnership in PECO TelCove, which will be
    increased to 100% upon consummation of the transaction previously
    approved by the Commission in docket number 04-166. *See* Domestic
    Section 214 Application Granted for Transfer of Control of PECO
    Telcove to TelCove, Inc., WC Docket No. 04-166, *Public Notice*, DA
    04-1934 (rel. June 28, 2004).

[^6]: According to the Applicants, Bay Harbour holds the largest share
    of the secured notes as part of TelCove's plan of reorganization
    filed under Chapter 11 of the United States Bankruptcy Code in the
    United States Bankruptcy Court for the Southern District of New
    York.

[^7]: *See* 47 C.F.R. § 63.03(a).

[^8]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.