**DA 06-1014**

**Released: May 11, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
MID-MAINE COMMUNICATIONS, INC., MID-MAINE TELECOM, INC., AND MID-MAINE
TELPLUS D/B/A MID-MAINE LONG DISTANCE TO OTELCO INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-93**

**Comments Due: May 25, 2006**

**Reply Comments Due: June 1, 2006**

On April 20, 2006, Mid-Maine Communications, Inc. ("Communications"),
Mid-Maine Telecom, Inc. ("Telecom") and Mid-Maine Telplus d/b/a
Mid-Maine Long Distance ("Telplus") (collectively the "Mid-Maine
Companies" or "Transferors") and Otelco Inc. ("Otelco" or "Transferee,"
Transferors and Transferee will be referred to as "Applicants"), filed
an application, pursuant to section 63.04 of the Commission's rules,[^1]
requesting authority to transfer control of Communications, the parent
company of Telecom and Telplus, to Otelco.[^2]

Applicants submit that this transaction is entitled to presumptive
streamlined treatment under 63.03(b)(2)(iii) of the Commission's rules
because (i) the proposed transaction would result in Otelco and its
subsidiaries having a market share in the interstate, interexchange
market of less than 10 %; (ii) to the extent competitive local exchange
service is offered, it is offered exclusively by a dominant local
exchange carrier that is not a party to the proposed transaction, and
(iii) the Otelco local exchange carriers have, in combination, fewer
than 2% of the nation's subscriber lines installed and there are no
overlapping or adjacent service areas among Applicants.[^3]

Otelco, a Delaware corporation, is the ultimate parent of five
independent LECs serving rural areas of Alabama and Missouri: (1) Otelco
Telephone LLC, operating approximately 8,177 lines in one exchange in
Blount County, Alabama; (2) through its ownership of Brindlee Holdings
LLC, Brindlee Mountain Telephone Company operating approximately 12,312
lines in three exchanges in Blount, Marshall, Morgan, and Cullman
counties, Alabama; (3) through its ownership of Hopper Holding Company,
Inc., Hopper Telecommunications Company, Inc., operating approximately
3,795 lines in two exchanges in Blount and Etowah counties, Alabama; (4)
through its ownership of Page & Kiser Communications, Inc., Blountsville
Telephone Company, Inc., operating approximately 3,927 lines in two
exchanges in Blount County, Alabama; and (5) through its ownership of
Mid-Missouri Holding Corp., Mid-Missouri Telephone Company, operating
approximately 4,366 lines in twelve exchanges in Cooper, Moniteau,
Morgan, Pettis, and Saline counties, Missouri. Each of these operating
companies offers basic local exchange, exchange access, vertical
services, and Internet access services, including DSL. Mid Missouri
Telephone Company also provides cable television services in the towns
of Bruceton and Pilot Grove in Missouri. Otelco does not currently offer
competitive telephone exchange service or competitive exchange access
service.

Otelco also wholly owns Otelco Telecommunications LLC, which resells
interstate and international toll service to the customers of the four
Alabama rural LECs identified above and provides cable television
services in portions of Blount and Etowah counties in Alabama.

Otelco is a publicly-held corporation trading on the American Stock
Exchange under the symbol "OTT" and on the Toronto Stock Exchange under
the symbol "OTT.un." No stockholder holds a 5% or greater interest in
Otelco.

The Applicants propose to transfer control of the domestic Section 214
authorizations of Telecom and Telplus to Otelco through a reverse
triangular merger, wherein a single-purpose acquisition subsidiary is
formed by Otelco for the purpose of merging with Communications, which
will be the surviving entity. Specifically, Otelco has formed a
subsidiary, MM Merger Corp., a Delaware corporation, which will merge
with Communications. Communications will be the surviving corporation,
and the existence of MM Merger Corp. will, upon consummation and
effectiveness of the proposed transaction, terminate, leaving
Communications a wholly-owned subsidiary of Otelco.

After the proposed transaction, Telecom and Telplus will continue to
operate in the same service territory, under the same trade name. The
companies will continue to offer services pursuant to their current
rates, terms and conditions. No carrier change charges are associated
with the proposed transaction, and no customer service or billing
contact information will change as a result of the transfer. The
transaction will not affect customers' preferred carrier freezes.

Applicants submit that the proposed transaction will serve the public
interest because (i) the ownership structure and investment
participation will enable the continued provision of high-quality
communications services to Mid-Maine subscribers; (ii) the economic and
strategic efficiencies that will result from the proposed transaction,
benefiting the current subscribers of both Mid-Maine and Otelco
companies; and (iii) the proposed transaction will be transparent to
consumers.

**[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. Pursuant to sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before May 25, 2006** and **reply comments on or before June 1,
2006**.[^4] Unless otherwise notified by the Commission, Applicants are
permitted to transfer the assets and related control on the 31^st^ day
after the date of this notice.[^5] Comments may be filed using: (1) the
Commission's Electronic Comment Filing System (ECFS), (2) the Federal
Government's eRulemaking Portal, or (3) by filing paper copies. *See
Electronic Filing of Documents in Rulemaking Proceedings*, 63 FR 24121
(1998).

-   Electronic Filers: Comments may be filed electronically using the
    Internet by accessing the ECFS: <http://www.fcc.gov/cgb/ecfs/> or
    the Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Filers
    should follow the instructions provided on the website for
    submitting comments.

-   For ECFS filers, if multiple docket or rulemaking numbers appear in
    the caption of this proceeding, filers must transmit one electronic
    copy of the comments for each docket or rulemaking number referenced
    in the caption. In completing the transmittal screen, filers 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, filers should send an e-mail to <ecfs@fcc.gov>, and
    include the following words in the body of the message, "get form."
    A sample form and directions will be sent in response.

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-   Paper Filers: 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, filers
    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). All filings must be addressed to the Commission's
Secretary, Office of the Secretary, Federal Communications Commission.

The Commission's contractor 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]{.underline} 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, Express, and
Priority mail should be addressed to 445 12th Street, S.W., Washington
D.C. 20554.

People with Disabilities: To request materials in accessible formats for
people with disabilities (braille, large print, electronic files, audio
format), send an e-mail to <fcc504@fcc.gov> or call the Consumer &
Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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 12th Street, S.W., Room CY-B402, Washington, D.C. 20554,
    [www.bcpiweb.com](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

(2) Tracey Wilson-Parker, Competition Policy Division, Wireline
    Competition Bureau, 445 12th Street, S.W., Room 5-A103, Washington,
    D.C. 20554; email: <tracey.wilson-parker@fcc.gov>;

(3) Heather Hendrickson, Competition Policy Division, Wireline
    Competition Bureau, 445 12th Street, S.W., Room 5-C225, Washington,
    D.C. 20554; e-mail: <heather.hendrickson@fcc.gov>;

(4) Susan O'Connell, Policy Division, International Bureau, 445 12th
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(5) James Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, 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, S.W., Room CY-A257, Washington,
D.C. 20554. They may also be purchased from the Commission's duplicating
contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street,
S.W., Room CYB402, Washington, D.C. 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-Parker at (202)
418-1394, or Heather Hendrickson at (202) 418-7295.

\- **FCC** -![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

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

[^2]: Applicants are also filing applications for transfer of control
    associated with authorization for international services. Any action
    on this domestic 214 application is without prejudice to Commission
    action on other related, pending applications.

[^3]: 47 C.F.R. § 63.03(b)(2)(iii). Telecom's incumbent local exchange
    territories in West Enfield, Lavant and Alton abut the corporate
    limits of Bangor, Maine, where Telplus offers CLEC services.

[^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.