**DA 05-302**

**Released: February 2, 2005**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
SUSQUEHANNA ADELPHIA BUSINESS SOLUTIONS FROM SUSQUEHANNA FIBER SYSTEMS,
INC. TO TELCOVE HOLDINGS OF PENNSYLVANIA, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 05-43**

**Comments Due: February 16, 2005**

**Reply Comments Due: February 23, 2005**

On January 28, 2005, TelCove of Pennsylvania, Inc. ("TelCove-PA"),
Susquehanna Adelphia Business Solutions ("Susquehanna ABS" or
"Partnership"), SusCom Business Solutions of PA Inc., d/b/a SusCom
Business Solutions ("SusCom"), Susquehanna Fiber Systems, Inc.
("Susquehanna"), and TelCove Holdings of Pennsylvania, Inc. ("TelCove
Holdings") (collectively, "Applicants") filed an application, pursuant
to section 63.03 and 63.04 of the Commission's rules,[^1] requesting
approval to transfer control of Susquehanna's fifty percent (50%)
interest in the Partnership to TelCove Holdings.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2)(i) of the
Commission's rules[^3] because: (1) the proposed transaction would
result in TelCove Holdings having a market share of the interstate,
interexchange market of less than ten percent (10%); (2) TelCove
Holdings would provide competitive telephone exchange services or
exchange access service (if at all) exclusively in areas served by a
dominant local exchange carrier that is not a party to the proposed
transaction and; (3) neither Applicant is dominant with respect to any
service.

Susquehanna ABS is a telecommunications company that provides local
telephone service, local toll telephone service and long distance
service to businesses in York, Pennsylvania.[^4] Susquehanna ABS is a
Pennsylvania general partnership with Susquehanna and TelCove-PA each
owning fifty percent (50%) interest in the Partnership. Susquehanna is a
wholly owned subsidiary of Susquehanna Media Company ("Susquehanna
Media"). Applicants state that 100% of the voting common stock of
Susquehanna Media is owned by Susquehanna Pfaltzgraff Company.

TelCove-PA and TelCove Holdings are corporations organized under the
laws of the State of Delaware. TelCove Holdings is a wholly-owned
subsidiary of TelCove-PA, which is in turn, a wholly-owned subsidiary of
TelCove Operations Inc., which is in turn, a wholly-owned subsidiary of
TelCove Inc. ("TelCove"). TelCove is 20.37% owned by Bay Harbour
Partners, Ltd., a Cayman Islands investment firm, 17.39% owned by Bay
Harbour 90-1, Ltd., a U.S. investment firm, and 12.56% owned by Goldman
Sachs, a U.S. corporation. Both Bay Harbour Partners, Ltd. and Bay
Harbour 90-1, Ltd. are managed and controlled by Bay Harbour Management,
L.C., a U.s. entity. Bay Harbour Management, L.C. is owned and
controlled by Tower, Inc., a U.S. corporation (75%), which, in turn, is
owned and controlled by two U.S. citizens, Douglas Teitlebaum (50%) and
Stephen Van Dyke (50%). 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.[^5] TelCove operates
in approximately 50 medium-to-large markets throughout the eastern
United States, the Gulf Coast area, and in several midwestern states.
The TelCove family of companies offers competitive telecommunications
services, including local and long-distance voice, dedicated data, ATM,
frame relay, and Internet services, and is focused on service
communications-intensive end users.

On or about December 6, 2004, the Applicants agreed that Susquehanna
will sell its fifty percent (50%) interest in the Partnership to TelCove
Holdings.[^6] As a result, TelCove-PA and TelCove Holdings will each own
a fifty percent (50%) interest in the Partnership and the Partnership
will be renamed TelCove of York.

The Applicants assert that the proposed transfer of control is in the
public interest. The Applicants state that TelCove Holdings stands ready
to provide customers of the Partnership with a wide variety of
affordable products and services of comparable or superior quality to
the services currently provided by the Partnership. As TelCove Holdings
will continue to offer the same or superior services to customers
currently served by the Partnership, the Partnerships customers will not
be adversely affected by the transfer of Susquehanna's interest in the
Partnership to TelCove Holdings. In fact, the Partnership's customers
will affirmatively benefit from the wide variety of competitively priced
products and services offered by TelCove Holdings which include
wireless, high speed internet access, voice messaging and wireless
e-mail.

**[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 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 February 16, 2005** and **reply comments on or
before February 23, 2005**.[^7] Unless otherwise notified by the
Commission, this application will be deemed granted on the 31^st^ day
after the date of this notice.[^8] 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: 202-488-5300 fax: 202-488-5563;

(2) Tracey Wilson-Parker, 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) Denise Coca, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C260, Washington, D.C.
    20554; e-mail: <denise.coca@fcc.gov>;

(4) Terri B. Natoli, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C234, Washington, D.C.
    20554; e-mail: <terri.natoli@fcc.gov>;

(5) James Bird, Office of General Counsel, 445 12^th^ Street, S.W., Room
    8-C740, 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, 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: 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 Denise Coca at (202) 418-0574.

\- **FCC** -

[^1]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214.

[^2]: Upon completion of the buy-out by TelCove Holdings, the name of
    the Partnership will be changed to TelCove of York.

[^3]: 47 C.F.R § 63.03(b)(2)(i).

[^4]: The Applicants indicate Susquehanna ABS was formerly called
    Susquehanna Hyperion Telecommunications.

[^5]: According to the Applicants, Bay Harbour Management L.C. holds the
    largest share of the secured notes of TelCove.

[^6]: The Commission previously granted a section 214 transfer of
    control application allowing the Applicants to dissolve Susquehanna
    ABS and distribute the assets and customers between TelCove-PA and
    SusCom. However, that transaction was never consummated. *See
    Domestic Section 214 Application Filed for Transfer of Control of
    Certain Assets of Susquehanna Adelphia Business Solutions to Suscom
    Business Solutions of PA, Inc. and Telcove of Pennsylvania, Inc.,*
    Public Notice, DA 04-3129 (rel. Sept. 28, 2004); *Notice of
    Streamlined Domestic 214 Applications Granted, WC Docket Nos. 04-365
    & 04-383*, Public Notice, DA 04-3480 (rel. Oct. 29, 2004).

[^7]: *See* 47 C.F.R. § 63.03(a).

[^8]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.