**DA 08-2697**

> **Released: December 11, 2008**

**DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF**

**CONTROL OF FORT MILL TELEPHONE COMPANY D/B/A COMPORIUM**

**TO ROCK HILL TELEPHONE COMPANY D/B/A COMPORIUM**

**NON-STREAMLINED Pleading Cycle Established**

**WC Docket No. 08-241**

**Comments Due: December 26, 2008**

**Reply Comments Due: January 2, 2009**

On December 3, 2008, Fort Mill Telephone Company d/b/a Comporium (Fort
Mill) and Rock Hill Telephone Company d/b/a Comporium (RHTC)
(collectively, Applicants) filed an application, pursuant to section
63.03 of the Commission's rules, for consent to transfer control of the
domestic section 214 authorization held by Fort Mill to RHTC.[^1]

The Applicants do not seek streamlined treatment for this application
under section 63.03(b) of the Commission's rules due to the adjacent
service areas the Applicants have identified.[^2] Fort Mill and RHTC are
both South Carolina corporations. Fort Mill is an incumbent local
exchange carrier (LEC) serving 26,728 access lines in York County, in
north-central South Carolina. RHTC is an incumbent LEC serving
approximately 49,882 access lines in York County, South Carolina.
Applicants state that RHTC's York County service territory is adjacent
to the service territory of Fort Mill. Applicants further state that
Fort Mill and RHTC are incumbent LECs that have, in combination, fewer
than two percent of the subscriber lines installed in the aggregate
nationwide and no overlapping service areas, but because of the adjacent
service areas the Applicants have identified, this application is not
entitled to presumptive streamlined treatment.[^3]

The following U.S. entities have a 10 percent or greater interest in
Fort Mill: RHTC (48%) and LAB Associates, LP (LAB) (26%).[^4] The ten
percent or greater owners of LAB are the Trust under Will of Ladson A.
Barnes, Sr.,[^5] a U.S.-based entity, and Ladson A. Barnes, Jr., a U.S.
citizen.

The following U.S. citizens or entities have a ten percent or greater
interest in RHTC: Frank S. Barnes (17.34%); 2007 Jean D. Barnes
Irrevocable Trust (17.33%);[^6] E.L. Barnes (17.33%); and LAB
Associates, LP (LAB) (48%).

As a result of the proposed transaction, Fort Mill will become a
wholly-owned subsidiary of RHTC. Specifically, through a reverse
triangular merger, RHTC proposes to exchange all outstanding Fort Mill
Telephone Company shares not already owned by RHTC for RHTC non-voting
stock. RHTC will create a new wholly-owned subsidiary, NewCo, funding
NewCo with non-voting RHTC stock. Fort Mill shares will be exchanged for
RHTC non-voting stock, and, after Fort Mill's merger with NewCo, Fort
Mill will be the surviving corporation.

Applicants assert that a grant of the application will serve the public
interest, convenience, and necessity. The Applicants state that the
proposed transaction is in the public interest because it will
consolidate the interests of small, family-owned local exchange
carriers, lead to increased efficiencies, and strengthen the provision
of community-based telecommunications service providers. Applicants also
state that the combined company will continue to face competition from
other providers in its service territories.

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

The transfer of control identified herein has been found, upon initial
review, to be acceptable for filing as a non-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 section 63.03(a) of the Commission's rules, 47 CFR
§ 63.03(a), interested parties may file comments **on or before December
26, 2008** and reply comments **on or before January 2, 2009**. Comments
may be filed using: (1) the Commission's Electronic Comment Filing
System (ECFS), (2) the Federal Government's e-Rulemaking 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 e-Rulemaking Portal: 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. 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).

**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; 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; e-mail: tracey.wilson-parker@fcc.gov;

3)  Michelle Sclater, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C266, Washington, D.C. 20554;
    e-mail: michelle.sclater@fcc.gov; and

4)  Jim Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: jim.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 CY-B402, Washington, D.C. 20554, telephone: 202 / 488-5300,
fax: 202 / 488-5563, or via e-mail www.bcpiweb.com.

For further information, please contact Tracey Wilson-Parker at 202 /
418-1394, or Michelle Sclater at 202 / 418-0388.

-- FCC --

[^1]: 47 C.F.R § 63.03; *see* 47 U.S.C. § 214. Applicants are also
    filing an application for transfer of control associated with
    authorization for radio licenses. Any action on this domestic
    section 214 application is without prejudice to Commission action on
    other related, pending applications. On December 9, 2008, Applicants
    filed a supplement to their domestic section 214 application.

[^2]: 47 C.F.R. § 63.03(b). The Fort Mill and RHTC service areas are
    also adjacent to the service area of Lancaster Telephone Company,
    which is the subject of a companion request for transfer of control
    to RHTC, filed contemporaneously with this application. Domestic
    Section 214 Application Filed for the Transfer of Control of
    Lancaster Telephone Company d/b/a Comporium to Rock Hill Telephone
    Company d/b/a Comporium, WC Docket No. 08-240 (filed Dec. 3, 2008).

[^3]: 47 C.F.R. § 63.03(b)(2)(iii). Together, through its affiliated
    companies, Fort Mill, Lancaster Telephone Company, PBT Telecom,
    Inc., and Home Telephone Company, RHTC provides incumbent local
    exchange service to 18 exchanges in South Carolina, serving
    approximately 147,000 access lines. These companies serve
    approximately 2350 square miles in and around the communities of
    Rock Hill, Lancaster, Tega Cay, Fort Lawn, Moncks Corner,
    Harleyville, Pelion, Pond Branch, Gilbert, Wagener, Ridge Spring,
    and Swansea, South Carolina and certain unincorporated areas of
    York, Lancaster, Berkley, Chester, Dorchester, Orangeburg, Kershaw,
    Lexington, Aiken, Calhoun, Edgefield, and Saluda Counties. In
    addition, another RHTC affiliate, Citizens Telephone Company,
    services approximately 20,000 incumbent LEC access lines in Brevard,
    North Carolina and surrounding Transylvania County, North Carolina.
    An RHTC affiliate offers wireless service within a geographic area
    coextensive with certain other affiliates' incumbent telephone
    service areas, and RHTC's affiliate, Community Long Distance, Inc.,
    provides interexchange services to the areas served by the RHTC
    local exchange affiliates. In addition, Springboard Telecom, LLC, an
    affiliate of Community Long Distance, Inc., provides competitive
    local exchange service in Charlotte, Gastonia, Shelby, Kings
    Mountain, Lincoln, Statesville, Bessemer City, Rutherfordton, and
    Lake Normon, North Carolina. Another RHTC affiliate, PBT
    Communications, Inc., provides competitive local exchange services
    in parts of incumbent AT&T's Batesburg-Leesville, South Carolina
    exchange, and in parts of ALLTEL's Lexington, South Carolina
    exchange, and also provides interexchange services to residences and
    businesses located within PBT Telecom, Inc. and its own exchange
    areas.

[^4]: The general partners of LAB are Ladson A. Barnes, Jr. and M.
    Rebecca B. Francis, both U.S. citizens.

[^5]: The trustees are Ladson A. Barnes, Jr., Ladson A. Barnes, III, and
    Frank S. Barnes, Jr., all U.S. citizens.

[^6]: The trustees are John M. Barnes, Jr. and Charles D. Barnes, both
    U.S. citizens.