**DA 04-1587**

**Released: May 28, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF PECO
TELCOVE TO TELCOVE, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-166**

**Comments Due: June 11, 2004**

**Reply Comments Due: June 18, 2004**

On April 22, 2004, PECO TelCove, Adelphia Business Solutions, Inc. d/b/a
TelCove, ("TelCove"), Adelphia Business Solutions of Pennsylvania, Inc.
d/b/a TelCove ("TelCove-PA"), TelCove Holdings of Pennsylvania, Inc.
("TelCove Holdings"), PHT Holdings, LLC ("PHT"), PECO Energy Company
("PECO"), and Exelon Communications Company, LLC ("Exelon
Communications") filed an application, pursuant to sections 63.03 and
63.04 of the Commission's rules,[^1] requesting approval to transfer
control of PECO TelCove to TelCove. In addition, the applicants request
approval to transfer control of certain fiber assets to from Exelon
Communications to PECO TelCove.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i) of the
Commission's rules because (1) the proposed transaction would result in
TelCove, TelCove-PA, TelCove Holdings, and PECO TelCove having a market
share in the interstate, interexchange market of less than 10 percent;
(2) the applicants would provide competitive telephone exchange services
or exchange access service (if at all) exclusively in geographic areas
served by a dominant local exchange carrier that is not a party to the
transaction; and (3) none of PECO TelCove, TelCove, TelCove-PA or
TelCove Holdings is dominant with respect to any service.

PECO TelCove is a Pennsylvania general partnership. It is a competitive
local exchange carrier providing local, long distance, point-to-point
voice and data communications, Internet access, and enhanced data
services for businesses and institutions in eastern Pennsylvania
pursuant to blanket section 214 authority. Currently, the ownership of
PECO TelCove is: 50% TelCove-PA, 49% PHT, and 1% PECO. PECO TelCove is
currently managed by TelCove.

Upon consummation of the transaction, TelCove-PA will wholly own TelCove
Holdings. TelCove-PA, in turn, is wholly owned by TelCove Operations,
Inc., which is wholly owned by TelCove. TelCove, in turn, is 18% owned
by Bay Harbour Partners, Ltd., a Cayman Islands investment firm. TelCove
is also 16% owned by Bay Harbour 90-1, Ltd., a U.S. investment firm.[^2]
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.[^3] Goldman Sachs, a U.S. investment
firm, holds 15% of TelCove. TelCove has many carrier affiliates
providing competitive telecommunications services in 35 markets in the
eastern United States, along the Gulf Coast, and in several Midwestern
states.

PHT is wholly-owned by Exelon Communications Holdings, which is
wholly-owned by Exelon Enterprises Company, LLC (Exelon Enterprises).
Exelon Enterprises and PECO are wholly-owned by Exelon Corporation.
Exelon Communications Holdings owns 100% of Exelon Communications, which
owns 100% of Exelon Communications Fiber Network. This fiber network is
currently leased to PECO TelCove.

The proposed transfer of control will occur as a result of TelCove
Holdings purchasing the remaining 50% interest in the partnership held
by PECO and PHT. Following the transfer, TelCove Holdings and TelCove-PA
will each hold a 50% percent interest in PECO TelCove, which will be
renamed TelCove of Eastern Pennsylvania. In addition, the Exelon
Communications Fiber Network leases will be terminated and the fiber
assets will be transferred to PECO TelCove.

Applicants contend that consummation of the proposed transaction will
allow PECO TelCove to enhance its competitive position by providing it
with greater flexibility in obtaining financing which will yield
benefits for PECO TelCove and allow it to continue operations in the
long term. The Applicants state the proposed transaction will not result
in any change in the existing rates for customers of PECO TelCove. Under
its new name, TelCove of Eastern Pennsylvania, the partnership will
continue to operate under its existing tariffs and rate structures until
the Commission approved changes to the same. There will be no change in
day-to-day operations, as TelCove currently manages PECO TelCove.

**[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 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. Interested parties may file **comments on or before June 11,
2004** and **reply comments on or before June 18, 2004**.[^4] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer control on the 31^st^ day after the date of this notice.[^5]
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: 1-800-378-3160;

(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) Russell Hanser, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-A321, Washington, D.C.
    20554; e-mail: <russell.hanser@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) Christopher Killion, Office of General Counsel, 445 12^th^ Street,
    S.W., Room 8-C740, Washington, D.C. 20554; e-mail:
    <chris.killion@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 1-800-378-3160, or
via e-mail [www.bcpiweb.com](http://www.bcpiweb.com/).

For further information, please contact Tracey Wilson, at (202)
418-1394, or Russell Hanser at (202) 418-0832.

\- **FCC** -

[^1]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214. The applicants
    explain that since the filing of the original application, the names
    of the TelCove family of companies have changed. For ease of review
    we continue to refer to the companies by the names that were used in
    the original application. *See* Letter from Christine M. Gill et
    al., Counsel to PHT, PECO and Exelon Communications, to Marlene H.
    Dortch, Secretary, Federal Communications Commission, WC Docket No.
    04-166 (filed May 18, 2004) (May 18 Letter).

[^2]: *See* May 18 Letter.

[^3]: *See* Letter from Brian FitzGerald et al., Counsel to PECO
    TelCove, TelCove, Telcove-PA, and TelCove Holdings, to Marlene H.
    Dortch, Secretary, Federal Communications Commission, WC Docket No.
    04-166 (filed May 27, 2004).

[^4]: *See* 47 C.F.R. § 63.03(a).

[^5]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.