**DA 05-1928**

**Released: June 30, 2005**

**DOMESTIC SECTION 214 APPLICATIONS FILED FOR TRANSFER OF CONTROL OF BE
MOBILE COMMUNICATIONS, INCORPORATED, AND BENTLEYVILLE COMMUNICATIONS
CORPORATION, TO FAIRPOINT COMMUNICATIONS, INC., AND MJD VENTURES, INC.**

**NON-STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-215**

**Comments Due: July 14, 2005**

**Reply Comments Due: July 21, 2005**

On June 10, 2005, the shareholders of Bentleyville Communications
Corporation ("Bentleyville") and FairPoint Communications, Inc.
("FairPoint") and FairPoint's wholly-owned subsidiary, MJD Ventures,
Inc. ("MJD") (Fairpoint and MJD referred to collectively as
"Transferees") filed an application requesting authority to transfer
control of Bentleyville and its wholly-owned subsidiary BE Mobile
Communications, Incorporation ("BE Mobile," hereinafter referred to
collectively with Bentleyville as "Transferors") to the Transferees.[^1]

Applicants seek streamlined treatment for this transaction on a
case-by-case basis, as the transaction is not entitled to presumptive
streamlined treatment under section 63.03(b)(2)(iii) of the Commission's
rules. Applicants control incumbent local exchange carriers (LECs) that
have, in combination, fewer that 2% of the nation's subscriber lines
installed in the aggregate nationwide, and no overlapping service areas.
However, two of the LECs at issue in this transaction have adjacent
service areas.[^2] Because the Applicants have adjacent service areas,
this application is not subject to streamlined treatment.[^3]

Bentleyville, a Pennsylvania corporation, operates three divisions,
Bentleyville Telephone, Bentleyville Cable TV Company, and Bentcom.net.
Bentleyville Telephone serves the Boroughs of Bentleyville and Ellsworth
and the Townships of Fallowfield, Somerset and West Pike Run, all of
which are located in Washington County, Pennsylvania. Bentleyville Cable
TV Company provides cable television service in Scenery Hill, North
Bethlehem Township, the Boroughs of Bentleyville and Ellsworth, and
sections of Anwell Township, Somerset Township, Fallowfield Township,
and South Strabane Township in Pennsylvania. Bentcom.net provides
dial-up Internet access and web hosting services. BE Mobile, a
Pennsylvania corporation and a wholly-owned subsidiary of Bentleyville,
is a long distance reseller and the holder of domestic and international
Section 214 authorizations. Bentleyville also holds two certificates of
public convenience issued by the Pennsylvania Public Utility Commission
for competitive local exchange services and competitive access service.
No customers are currently served pursuant to either authorization. The
ten percent or greater owners of Bentleyville are David J. Carlisle
(12.19%); Kenneth B. Carlisle, II (12.48%); and Robert J. Lauric and
Joyce Watson Lauric (13.00%), all of whom are U.S. citizens.

FairPoint, a Delaware corporation, is a telecommunications holding
company that owns and operates 27 rural local exchange carriers in 17
states, including Pennsylvania. FairPoint's subsidiaries operate 143
local telephone exchanges, providing local exchange telephone services,
enhanced call features, long distance toll services, digital subscriber
line services, Internet access, advanced data services, and cable
television services. MJD, a Delaware business corporation, is an
intermediate holding company within the FairPoint organization and is
wholly-owned by FairPoint. MJD has oversight of 18 of FairPoint's
incumbent local exchange subsidiaries. In Pennsylvania, FairPoint and
MJD own Marianna and Scenery Hill Telephone Company. Marianna and
Scenery Hill is a local exchange carrier that operates two local
exchanges in portions of Washington and Greene counties, Pennsylvania,
serving the communities of Marianna, Deemston, Scenery Hill, Cokeburg,
Long Pine, and Ten Mile, Pennsylvania. The ten percent or greater owners
of FairPoint are: Thomas H. Lee Equity Fund IV, L.P., a Delaware limited
partnership, (11.8%); and Kelso Investment Associates, V, L.P., a
Delaware limited partnership (10%). The general partner of Thomas H. Lee
Equity Fund IV, L.P. is THL Equity Advisors, IV, LLC. No single
individual or entity holds a 10% or greater interest in THL. The general
partner of Kelso Investment Associates V, L.P., is Kelso Partners V,
L.P. In turn, Kelso Partners V, L.P., and Kelso Equity Partners V, L.P.,
are controlled by Messrs. Frank T. Nickell, Joseph S. Schuchert, Thomas
R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I.
Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, and
James J. Connor, II, each of whom is a U.S. citizen. Public shareholders
hold 72% of FairPoint's common stock, and no new individual shareholder
directly or indirectly owns 10 percent or more of the common stock.

Under the terms of the proposed transaction, FairPoint Bentleyville
Corporation ("FairPoint Bentleyville"), a wholly-owned subsidiary of MJD
created for the purpose of this transaction, will be merged with and
into Bentleyville, parent corporation of BE Mobile, with Bentleyville
being the surviving corporation. As of the effective date of the merger,
the separate existence of FairPoint Bentleyville shall cease. The
transaction will result in FairPoint and MJD control of Bentleyville and
its wholly-owned subsidiary BE Mobile.

The Applicants assert that the proposed transaction is in the public
interest because it will have no adverse impact upon competition, and
the regulated local exchange and exchange access services, rates, and
practices of Bentleyville will not change as a result of the
transaction.

**[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. Interested parties may file **comments on or before July 14,
2005** and **reply comments on or before July 21, 2005**.[^4] 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, S.W., 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 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-C212, Washington,
    D.C. 20554; e-mail: <tracey.wilson-parker@fcc.gov>;

(3) Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C211, Washington, D.C. 20554;
    e-mail: <adam.kirschenbaum@fcc.gov>;

(4) Renee R. Crittendon, Competition Policy Division, Wireline
    Competition Bureau, 445 12th Street, S.W., Room 5-C311, Washington,
    D.C. 20554; e-mail: <renee.crittendon@fcc.gov>;

(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 CY-B402, 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 Adam Kirschenbaum at (202) 418-7280.

\- **FCC** -

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height="6.944444444444445e-4in"}

[^1]: The Applicants filed an amendment to clarify their application on
    June 29, 2005. 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.

[^2]: The service area of Bentleyville Telephone Company ("Bentleyville
    Telephone") shares a boundary with that of Marianna and Scenery Hill
    Telephone Company, a subsidiary of FairPoint.

[^3]: *See* 47 C.F.R. § 63.03(b)(2)(iii); *Implementation of Further
    Streamlining Measures for Domestic Section 214 Authorizations*, 17
    FCC Rcd 5517, 5534 (2002), para. 32.

[^4]: *See* 47 C.F.R. § 63.03(a).