**DA 02-586**

**Released: March 11, 2002**

**COMMISSION SEEKS COMMENT ON A JOINT APPLICATION FILED BY NEPTUNE
COMMUNICATIONS, LLC, ALASKA FIBER STAR LICENSE CORPORATION AND NORTHSTAR
LICENSE CORPORATION FOR TRANSFER OF CONTROL**

**Pleading Cycle Established**

**CC Docket No. 02-51**

On January 23, 2002, Neptune Communications, LLC ("Neptune
Communications"), Alaska Fiber Star License Corporation ("Alaska
License"), and Northstar License Corporation ("Northstar") pursuant to
section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §
214, and section 63.01 of the Commission's Rules, 47 C.F.R. § 63.01,
filed an application requesting permanent authority to transfer control
over Alaska Fiber Star, L.L.C. ("AFS") and WCI Cable, Inc. ("WCI Cable")
from AMP Life to Neptune Communications. AFS and WCI Cable are
authorized to provide domestic interstate telecommunications
services.[^1]

Neptune Communications, LLC is a limited liability company organized
under the laws of the State of Delaware. Alaska Fiber Star License
Corporation and Northstar License Corporation are corporations organized
under the laws of the State of Delaware. All intermediate corporations
and limited liability companies of Neptune Communications, are also
organized under the laws of the State of Delaware. WCI Cable, Inc. is a
corporation organized under the laws of the State of Delaware. AMP Life
Limited is a company organized under the laws of Australia.

The Applicants request that the public notice period for this
application be shortened from 30 days to 14 days.[^2]

On August 20, 2001, 2001, WCI Cable, together with certain affiliates
and subsidiaries ("Debtor"), filed a voluntary petition for relief
commencing a case under Chapter 11 of the U.S. Bankruptcy Code.[^3] On
November 8, 2001, the Bankruptcy Court entered an Order establishing
bidding procedures for the sale of Debtor's assets.[^4] Pursuant to this
Order, an auction of Debtors' assets was conducted December 18-19, 2001.
On December 19, 2001, Debtor selected Neptune Communications' bid as the
highest and best offer.

Upon receipt of the Bankruptcy Court approval and all requisite
regulatory approvals, Neptune Communications, through its wholly-owned
subsidiary, Crest Communications Corporation, a Delaware corporation
("Crest"), will acquire pursuant to a Stock Purchase Agreement dated
January 5, 2002 (the "Purchase Agreement"), a 95% ownership interest in
WCI Cable ("the "Total Stock Purchase"). In addition, as required under
the Purchase Agreement, to ensure continuity of operations pending
consummation of the Total Stock Purchase, Debtor, Neptune
Communications, Crest, Alaska License, and Northstar will enter into an
operating agreement whereby Neptune Communications, Alaska License, and
Northstar would manage the cable systems and related facilities subject
to the Domestic Authorizations pending consummation of the Total Stock
Purchase (the "Operating Agreement"). Applicants assert that the
Operating Agreement contains provisions concerning control that are
consistent with well- established Commission criteria for such
arrangements.[^5]

Upon Bankruptcy Court and Commission approval, at closing of the
contemplated Total Stock Purchase: (i) Crest will be issued convertible
preferred stock in WCI Cable and one or more of WCI Cable's stockholders
or creditors will retain certain common stock ownership interests
(*i.e.,* approximately 5 percent or less economic interest); and (ii)
the Domestic Authorizations will be held by Alaska License and
Northstar, which then will be indirect, wholly-owned subsidiaries of WCI
Cable.[^6]

Debtor owns and operates certain fiber-optic network businesses and
related assets in the state of Oregon, Alaska and Washington, including
(i) a terrestrial fiber optic cable network located in Alaska known as
"Alaska Fiber Star;" (ii) a submarine fiber optic cable network located
in the Pacific Ocean off the northwest coast of the United States and
Canada connecting Whittier to Valdez and Juneau, Alaska, and to the
continental United States, known as "Alaska North Star;" (iii) network
operation control centers (each, a "NOCC") in Anchorage Alaska, and
Hillsboro, Oregon; (iv) cable landing facilities in Whittier, Juneau,
and Valdez, Alaska, and Nedonna Beach, Oregon; (v) terrestrial transport
from the Nedonna Beach, Oregon, landing facility to the Hillsboro,
Oregon, NOCC; and (vi) collocation facilities located in Anchorage,
Alaska, Hillsboro and Portland, Oregon, and Seattle, Washington. In 1995
and 1996, the submarine cable and cable landing facilities were
originally licensed by the Commission to Alaska Telecom Ltd., L.L.C. and
Alaska Northstar Communications, L.L.C. on a non-common carrier basis:
(1) between Alaska and the contiguous 48 states; and (2) between
Whittier and Valdez, Alaska (collectively, "the Licenses").[^7] These
Licensees were subsequently assigned to WCI Cable[^8] and have since
come into service.[^9]

Applicants assert that granting this Application is in the public
interest because it will allow Neptune Communications, Crest, Alaska
License and Northstar to provide communication services under the
domestic authorizations without disruption to the customers that
currently rely on them. In addition, Applicants assert that granting
this application will promote the policies of the bankruptcy laws.
Applicants state that Neptune Communications, Alaska License, Northstar,
and Crest currently have no operations in Debtor's service area.

[GENERAL INFORMATION]{.underline}

The transfer of control request identified herein has been found, upon
initial review, to be acceptable for filing. 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
petitions to deny within 14 days following the release of this Public
Notice.[^10] Final action will not be taken on the applications earlier
than 15 days following the date of this Public Notice.[^11] Interested
parties may file petitions to deny on or before March 25, 2002.

All filings concerning any or all matters in this Public Notice should
refer to **CC Docket No. 02-51**. Due to the threat of contamination
that resulted in the disruption of regular mail, the Commission released
on November 29, 2001, an Order[^12] temporarily amending certain
procedural rules on an emergency basis. Pleadings must be filed
electronically (*i.e.,* by e-mail or facsimile), by overnight delivery
service, or by hand delivery to the Commission's Massachusetts Avenue
location.[^13]

-   **If filed electronically** by e-mail, pleadings shall be filed at
    the following e-mail addresses: <CCBSecretary@fcc.gov>. Please also
    copy all those listed below. For security purposes, it is
    recommended that documents filed via electronic mail be converted to
    PDF format.

-   **If filed by facsimile,** pleadings shall be faxed to (202)
    418-0187. The fax transmission should include a cover sheet listing
    contact name, phone number, and an e-mail address (if available).

-   **If filed by hand delivery,** documents shall be delivered to the
    Commission's contractor, Vistronix, at 236 Massachusetts Avenue,
    N.E., Suite 110, Washington, D.C. 20002. All hand deliveries must be
    held together with rubber bands or fasteners, and any envelopes must
    be disposed of before entering the building.

-   **If filed by overnight delivery service** other than U.S. Postal
    Service (USPS) Express Mail and Priority Mail, filings must be
    addressed to 9300 East Hampton Drive, Capitol Heights, MD 20743.
    USPS first-class mail, Express Mail, and Priority Mail should
    continue to be addressed to the Commission's headquarters at 445
    12^th^ Street, S.W., Washington, D.C. 20554.

**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) Bill Dever, Policy and Program Planning Division, Common Carrier
    Bureau, 445 12^th^ Street, S.W., Room 5-C266, Washington, D.C.
    20554; e-mail: <wdever@fcc.gov>; and

(3) Nandan Joshi, Office of General Counsel, 445 12^th^ Street, S.W.,
    Room 8-A820, Washington, D.C. 20554; e-mail: <njoshi@fcc.gov>.

(4) Janice Myles, Common Carrier Bureau, 445 12^th^ Street, S.W.,
    5-B145, Washington, D.C. 20554; e-mail: <jmyles@fcc.gov>.

Copies of the application and any subsequently-filed documents in this
matter may be obtained from Qualex International, in person at 445
12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554, via telephone
at (202) 863-2893, via facsimile at (202) 863-2898, or via e-mail at
<qualexint@aol.com>. The applications and any associated documents are
available for public inspection and copying during normal reference room
hours at the following Commission office: FCC Reference Information
Center, 445 12^th^ Street, S.W., Room CY-A257, Washington, D.C. 20554.
The applications are also available electronically through the
Commission's Electronic Comment Filing System (ECFS).

In addition to filing paper comments, parties may also file comments
using the ECFS.[^14] 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. Parties may also submit an electronic comment by
Internet e-mail. To obtain filing instructions for e-mail comments,
commenters should send an e-mail to <ecfs@fcc.gov>, and 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.

For further information, please contact Tracey Wilson, at (202)
418-1394, or Bill Dever, Policy and Program Planning Division, Common
Carrier Bureau (202) 418-1578.

[^1]: The Domestic Authorization held by AFS is referred to herein as
    the "AFS Domestic Authorization" and the Domestic Authorization held
    by WCI Cable is referred to herein as the "WCI Domestic
    Authorization." On August 20, 2001, WCI Cable, together with AFS and
    certain of its other affiliates and subsidiaries, sought and
    subsequently were granted bankruptcy protection.

[^2]: Non-streamlined international applications related to this
    proposed transaction were placed on public notice February 25^th^.
    *See* Non-streamlined International Applications Accepted for
    Filing, *Public Notice,* Report No. TEL-00499NS (rel. Feb. 25,
    2002).

[^3]: *See* Bank. Ct. Case No. 301-38242-rld11 (Bankr. D. Or. filed Aug.
    20, 2001).

[^4]: Order Approving Bidding Procedures in Connection with the Proposed
    Sale of Substantially All of the Assets of the Debtors and
    Scheduling a Hearing Date, Sale Date and Bidding Deadline in
    Bankruptcy Case No. 301-38242-rld11 (Bankr. D. Or. Nov. 8, 2001)
    (the "Order").

[^5]: Pursuant to provisions in the Purchase Agreement and in the
    Operating Agreement, if the Total Stock Purchase is not consummated,
    but if the Application has been granted, Neptune Communications and
    Crest have agreed to take all appropriate actions to ensure that
    such a grant has no force and effect and to ensure that all affected
    Commission authorizations will continue to be held by Debtor, AFS,
    or WCI Cable (as appropriate) and by AMP Life.

[^6]: Upon confirmation of its plan by the Bankruptcy Court, WCI Cable
    no longer will be a debtor-in-possession.

[^7]: *See Alaska Telecom Ltd.,* L.L.C., 10 FCC Rcd 6072 (Intl. Bur.
    1995) (File No. SCL-94-004); Alaska Northstar Communications,
    L.L.C., 11 FCC Rcd 16842 (Intl. Bur. 1996) (File No. SCL-96-002).

[^8]: *See* In the Matter of Alaska Northstar Communications, L.L.C.
    Transferor, and WCI Cable, Inc. Transferee; Application for
    Modification of Submarine Cable Landing Licenses, 12 FCC Rcd 20330
    (1997).

[^9]: *See* International Authorizations Granted, Report No. TEL-00225
    (May 4, 2000) (File No. ITC-214-20000330-00209).

[^10]: *See, e.g.*, 47 C.F.R. § 63.52(c).

[^11]: *See* 47 C.F.R. § 63.52(b).

[^12]: *See* *Implementation of Interim Electronic Filing Procedures for
    Certain Commission Filings,* Order, FCC 01-345 (rel. Nov. 29, 2001).

[^13]: *See* *FCC Announces a New Filing Location for Paper Documents
    and a New Fax Number for General Correspondence*, Public Notice*,*
    DA 01-2919 (rel. Dec. 14, 2001).

[^14]: *See* Electronic Filing of Documents in Rulemaking Proceedings,
    63 Fed. Reg. 24,121 (1998).