**DA 06-75**

**Released: January 17, 2006**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
ELSIE COMMUNICATIONS, INC. AND DALTON TELEPHONE COMPANY INC. TO
NEWCASTLE HOLDINGS, INC.**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 06-13**

**Comments Due: January 31, 2006**

**Reply Comments Due: February 7, 2006**

On January 4, 2006, Elsie Communications, Inc. ("Elsie"), SKT Ventures,
Inc. ("SKT"), Dalton Telephone Company, Inc. ("Dalton"), and Dalton
Holdings, Inc. ("Dalton Holdings"), along with Newcastle Holdings, Inc.,
("Newcastle") (collectively, "Applicants"), filed an application,
pursuant to section 63.04 of the Commission's rules,[^1] requesting
authority to transfer control of Elsie and Dalton to Newcastle.

Applicants assert that this transaction is entitled to presumptive
streamlined treatment under sections 63.03(b)(2)(ii) and (iii) of the
Commission's rules. The proposed transaction would result in: (1)
Newcastle, together with all of its affiliates, having a market share in
the interstate, interexchange market of less than 10%; and (2) Newcastle
and its affiliates providing competitive telephone exchange services or
exchange access services (if at all) exclusively in geographic areas
served by a dominant local exchange carrier that is not a party to the
transaction. With respect to Section 63.03(b)(2)(ii), Dialog
Telecommunications, a non-dominant carrier, provides services
exclusively outside the geographic area where the dominant carriers,
Elsie and Dalton, are dominant.[^2] With respect to Section
63.03(b)(2)(iii), the Applicants and Newcastle's affiliates, Georgetown
Telephone Company, Oregon Farmers Mutual Telephone Company, Pymatuning
Telephone Company, S&A Telephone Company, Waverly Hall Telephone, LLC,
and Gridley Telephone Company have fewer than 2% of the nation's
subscriber lines and there are no overlapping or adjacent service
areas.[^3]

Elsie, a Nebraska corporation, is an incumbent local exchange carrier
("LEC") providing local exchange and exchange access service to
subscribers in one exchange in and around Elsie, Nebraska. SKT, a Kansas
corporation, wholly owns Elsie. The following individuals, all U.S.
citizens, control ten percent or more of SKT: Kendall S. Mikesell (25%);
Elaine L. Webb (25%); Edwin A. Mikesell (25%); and Gregory L. Mikesell
(25%). Dalton, a Nebraska corporation, is an incumbent LEC providing
local exchange and exchange access service to subscribers in the
Bushnell, Dalton, Dix, Gurley, and Lodgepole, Nebraska exchanges. Dalton
Holdings, a Nebraska corporation, wholly owns Dalton. Southern Kansas
Telephone Co., a U.S. entity, wholly owns Dalton Holdings. The following
individuals, all U.S. citizens, control ten percent or more of Southern
Kansas Telephone Co.: Kendall S. Mikesell (24.99%); Elaine L. Webb
(24.99%); Edwin A. Mikesell (24.99%); and Gregory L. Mikesell (24.99%).
[]{.mark}

Newcastle, a North Carolina corporation, is a holding company, which
does not itself provide telecommunications services. American Broadband
Acquisition Corp. IV, a U.S. entity, wholly owns Newcastle. The
following U.S. entities hold a ten percent or greater interest in
American Broadband Acquisition Corp. IV: American Broadband
Communications, LLC (49%); and Signal Equity Partners II, LP (40%).[^4]
The following individuals, all U.S. citizens, control ten percent or
more of American Broadband Communications, LLC: William H. Tucker
(48.75%); and Patrick L. Eudy (48.75%).[^5] The general partner of
Signal Equity Partners II, LP is Signal Equity Advisors II, LLC, a U.S.
entity, which holds a 2.94% interest. The following individuals, all
U.S. citizens, control ten percent or more of Signal Equity Advisors II,
LLC: Timothy P. Bradley (23.3%); Alfred J. Puchala, Jr. (22.3%);
Christian Nolen (19.6%); Malcolm C. Nolen (19.6%); and Charles T. Lake,
II (11.2%). The ten percent or greater owners and limited partners of
Signal Equity Partners II, LP are: Garden House, LLC, a U.S. entity
(58.9%); Eurazeo, a French entity (23.5%); and Burden Direct Investment
Fund III, a U.S. entity (11.76%). Eliot Nolen, a U.S. citizen, owns
approximately 95% of Garden House, LLC and does not own or control other
communications businesses. Eurazeo indirectly owns approximately 15.2%
of Eutelsat, which it holds through a 66% interest in BlueBirds, which
holds a 23% interest in Eutelsat. Eutelsat provides communications
services in Europe and the Indian Ocean Region. Eurazeo also owns an 11%
interest in Distacom, which owns companies providing mobile telephone
service in Hong Kong and India.

Applicants have entered into agreements pursuant to which Newcastle will
purchase from SKT all of the outstanding shares of common stock of Elsie
and will purchase from Dalton Holdings all of the outstanding shares of
common stock of Dalton. Upon successful consummation of the transaction,
Elsie and Dalton will continue to provide local exchange and exchange
access telephone service to their current subscribers, as wholly owned
subsidiaries of Newcastle.

Applicants state that the proposed transaction will serve the public
interest because Elsie and Dalton will continue to provide high quality,
modern local exchange, exchange access, and long distance service to
their current subscribers in a manner that will be transparent to them.

**[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 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 sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before January 31, 2006** and **reply comments on or before February
7, 2006**.[^6] Unless otherwise notified by the Commission, Applicants
are permitted to transfer the assets and related control on the 31^st^
day after the date of this notice.[^7] Comments may be filed using: (1)
the Commission's Electronic Comment Filing System (ECFS), (2) the
Federal Government's eRulemaking 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 eRulemaking Portal:
    [http://www.regulations.gov](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.

```{=html}
<!-- -->
```
-   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 (although we continue to experience delays in receiving 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).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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; email: <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) Susan O'Connell, Policy Division, International Bureau, 445 12th
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(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** -

![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

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

[^2]: 47 C.F.R. § 63.03(b)(2)(ii).

[^3]: 47 C.F.R. § 63.03(b)(2)(iii).

[^4]: American Broadband Communications, Inc. ("ABCI"), a sister
    corporation to American Broadband Communications LLC ("ABCL"), holds
    40% of American Georgetown, Inc., which, in turn, owns 100% of
    Georgetown Telephone Company, an incumbent LEC in Mississippi.
    Signal Equity Partners II, LP owns the remaining 60% of American
    Georgetown, Inc. ABCI also holds 49% of Northwest Missouri Holdings,
    Inc., which in turn, holds 100% of Oregon Farmers Mutual Telephone
    Company, an incumbent LEC in Missouri. Signal Equity Partners II, LP
    owns the remaining 51% of Northwest Missouri Holdings, Inc. ABCL
    owns 49% of Eastern Kansas Holdings, Inc., which, in turn, owns 100%
    of S&A Telephone Company, Inc., a Kansas incumbent LEC. Signal
    Equity Partners II, LP owns the remaining 51% of Eastern Kansas
    Holdings, Inc. ABCL owns 49% and Signal Equity Partners II, LP owns
    51% of Pymatuning Holding Company, which owns 100% of the Pymatuning
    Independent Telephone Company, a Pennsylvania rural incumbent LEC.
    American Broadband Acquisition Corp. has a 100% interest in Waverly
    Hall Holdings, Inc., which, in turn, owns 100% of Waverly Hall
    Telephone, LLC, an incumbent LEC in Georgia. American Broadband
    Acquisition Corp. has a 100% interest in Mail Holdings, Inc., which,
    in turn, owns 100% of Gridley Enterprises, Inc., which, in turn,
    owns 100% of Gridley Communications, Inc. and Gridley Telephone Co.,
    an incumbent LEC in Illinois.

[^5]: Patrick L. Eudy own 60% of Dialog Telecommunications, a
    competitive LEC operating in Kentucky, Mississippi, and North
    Carolina.

[^6]: *See* 47 C.F.R. § 63.03(a).

[^7]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.