**DA 02-1811**

**Released: July 25, 2002**

**DOMESTIC SECTION 214 APPLICATION FILED FOR CONSENT TO TRANSFER CONTROL
OF LOCAL EXCHANGE ASSETS FROM CITIZENS TELECOMMUNICATIONS COMPANY OF
NORTH DAKOTA TO POLAR TELECOMMUNICATIONS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 02-194**

On June 17, 2002, Citizens Telecommunications Company of North Dakota
("Citizens-ND) and Polar Telecommunications, Inc. ("Polar")
(collectively, the Petitioners"), filed an application pursuant to
section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §
214 (the "Act") for approval to transfer control of Citizens-ND's
Pembina, North Dakota exchange to Polar.

Applicants assert that this application is subject to streamlined
processing under section 63.03(b)(1)(iii) of the Commission's rules
because the proposed transaction involves the transfer of the local
exchange assets of an incumbent LEC by means other than an acquisition
of corporate control.[^1]

Citizens-ND is a Delaware corporation. Citizens-ND is a wholly owned
subsidiary of Citizens Communications Company, a Delaware corporation
having its principal place of business at 3 High Ridge Park, Stamford,
CT 06095. Citizens Communications Company is a publicly traded
corporation in which no individual or entity owns an equity interest of
ten percent or more.

Polar is a North Dakota corporation. Polar is a wholly owned subsidiary
of Polar Communications Mutual Aid Corporation d/b/a Polar
Communications, a cooperative association. No member owns an interest of
ten percent or more in Polar Communications Mutual Aid Corporation d/b/a
Polar Communications.

Citizens-ND is in the process of selling five of the eight exchanges it
owns in North Dakota. Two of those exchanges, Gwinner and Lisbon, are
being sold to Dickey Rural Access, Inc.; one exchange, Pembina, North
Dakota, is being sold to Polar Telecommunications, Inc.; and two
exchanges, Wyndmere and Fairmount, North Dakota, are being sold to Red
River Telecom, Inc. Applicants assert that these five exchanges are
being sold because they can be operated more efficiently by other
incumbent LECs already operating in close proximity. Upon consummation
of the three transactions, Citizens-ND will continue to operate three
exchanges in North Dakota -- Williston, Alexander and Watford City.

In this particular transaction, Citizens-ND is selling its Pembina,
North Dakota exchange to Polar. This transaction includes all assets,
except those specifically excluded by the Purchase and Sale Agreement
between the parties associated with this exchange. Upon consummation of
this transaction, Polar will become an incumbent LEC in the Pembina,
North Dakota exchange areas.[^2]

The Pembina exchange is located in the extreme northeastern corner of
North Dakota, on the Canadian border. According to Applicants, it serves
a very rural, sparsely populated farming area. The Pembina exchange
serves approximately 635 access lines. The exchange serves portions of
two counties, each of which has the following population as of the most
recent census: Pembina County, with a population of 8,585 and Walsh
County, with a population of 12,389. The major towns and their
population served by the exchange are Pembina City (Pembina County),
with a population of 642 and Park River (Walsh County), with a
population of 1,535.

Citizens-ND, an incumbent LEC, provides a full range of residential and
business local exchange, switched and special access, custom calling,
and information services in the two exchanges that are being sold to
Polar. Polar will provide comparable services, as it is already doing in
its present and proximate changes, when it takes ownership of the
Pembina exchange area.

Citizens-ND states that it acquired the North Dakota described above
from Qwest on October 30, 2000. The North Dakota acquisitions were part
of a larger series of transactions in which the Citizens Communications
Companies were acquiring rural local exchange operations from Qwest
throughout the western states. The North Dakota transaction involved
small "islands" of exchanges in the state as part of a much larger
series of transactions that would allow the Citizens Communications
Companies to create cohesive and viable regional operations in the West.
However, Citizens-ND states that the larger series of transactions was
ultimately aborted, thereby making it extremely difficult to achieve
regionalized economies of scale with the five small North Dakota
exchange areas that Citizens-North Dakota has contracted to sell.

Insofar as the Pembina exchange is concerned, Applicants state that
Polar and its affiliates are established, incumbent LECs already
operating in adjacent exchange areas. Applicants further assert that
Polar is geographically and operationally situated to operate this small
exchange in a highly efficient manner as a natural extension of its
existing operations, and that the Pembina exchange will become an
integral part of the operations of an experienced "North Dakota"
carrier. Accordingly, Applicants assert that the public convenience and
necessity will be served by a grant of this application.

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

The transfer of control application 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 within 14 days** and
**reply comments within 21 days** of this notice.[^3] Unless otherwise
notified by the Commission, an applicant is permitted to transfer
control of the domestic lines or authorization to operate on the 31^st^
day after the date of this notice. 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 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) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C437, Washington, D.C.
    20554; e-mail: [twilson@fcc.gov](mailto:jmyles@fcc.gov), and

(3) Bill Dever, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
    20554; e-mail: <wdever@fcc.gov>; and

(4) Nandan Joshi, Office of General Counsel, 445 12^th^ Street, S.W.,
    Room 8-A820, Washington, D.C. 20554; e-mail: <njoshi@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, Qualex International, Portals II, 445 12th Street, SW, Room
CY-B402, Washington, DC, 20554, telephone 202-863-2893, facsimile
202-863-2898, or via e-mail <qualexint@aol.com>.

For further information, please contact Tracey Wilson, at (202) 418-1394
or Bill Dever, Competition Policy, Wireline Competition Bureau at (202)
418-1578.

\- **FCC** -

[^1]: 47 C.F.R. section 63.03(b)(1)(iii).

[^2]: On April 5, 2002, Citizens-ND and Polar filed a joint petition
    seeking "study area waivers" pursuant to sections 61.41(c)-(d),
    69.3(e)(11) and 69.605(c) of the Commission's Rules.

[^3]: *See* 47 C.F.R. section 63.03(a).