North American Numbering Council

Conference Call Meeting Minutes

March 30, 1999

**I. Time, Date and Place of Meeting:** The North American Numbering
Council held a meeting, commencing at 3:00 p.m., via conference bridge
(1-877-322-9648 for domestic participants and 1-954-797-0718 for
international participants, PIN 951360). The conference bridge was
provided by the Federal Communications Commission, 445 12th Street,
S.W., Washington, D.C.

**II. List of Attendees:**

A. Council Members

[Voting Members]{.underline} [Organization]{.underline}

1\. Beth Kistner ALTS

2\. Lisa Sarno American Mobile Satellite

3\. Edmund Gould AT&T Corp.

4\. Dan Hochvert Bell Atlantic

5\. Robert McDowell CompTel

6\. Lori Messing CTIA

7\. Alan Hasselwander Frontier

8\. Bernard Harris GTE

9\. Peter Guggina MCI WorldCom

10\. David Rolka NARUC

11\. Bruce Armstrong NARUC

12\. Bridgett Szczech/Erin Duffy NARUC

13\. Philip McClelland NASUCA

14\. Beth O=Donnell NCTA

15\. Robert Montgomery Nextel Communications, Inc.

16\. Ray Strassburger NorTel Networks

17\. Carl Hansen Omnipoint

18\. Trent Boaldin OPASTCO

19\. Cathy Handley PCIA

20\. Bill Adair SBC Communications, Inc.

21\. Ron Havens Sprint Corp

22\. Lou Almeida Stentor

23\. Dan Bart TIA

24\. Paul Hart USTA

[Special Members (non-voting)]{.underline}:

Leo Mevel Industry Canada

B. Commission Employees

Kris Monteith, Designated Federal Official

Diane Harmon, Assistant Chief, Network Services Division (NSD)

Jared Carlson, NSD, Common Carrier Bureau (CCB)

Jeannie Grimes, NSD, CCB

**III. Estimated Public Attendance**: Approximately 25 members of the
public attended the meeting as observers.

**IV. Documents Introduced**. Each member received the following
handouts:

\(1\) Discussion Paper for Use in Conjunction with the Conference Call
Meeting of the North American Numbering Council

\(2\) Lockheed Martin IMS/CIS Letter of March 26, 1999

\(3\) Mitretek Letter of March 26, 1999

\(4\) Lockheed Martin IMS/CIS Letter of March 22, 1999 (with attachment)

\(5\) Responses to the North American Numbering Council CIS Issue
Management Group Recommended Warburg Pincus CISAC/CIS Criteria

\(6\) FCC Public Notice DA 99-347 (rel. Feb. 17, 1999)

**V. Summary of the Meeting:**

***A.** **Welcoming Remarks*.** Chairman Alan Hasselwander provided
welcoming remarks. Chairman Hasselwander stated that six documents had
been sent to NANC members in preparation for the meeting, providing
background on the issues and the subsequent questions raised by NANC and
its working group. He stated that the focus of the inquiry is to respond
to the FCC Public Notice of February 17, 1999 (February 17 Notice),
which requested \". . . the NANC to provide its input to the Bureau on
the Lockheed Martin Request,\" that is, the request to transfer the
Lockheed Martin Communications Industry Services business \"to a new
independent company, Warburg, Pincus & Co.\" Chairman Hasselwander also
referenced the following request that had been made by Mitretek to the
NANC in its March 26, 1999 letter: \"As no one has questioned Mitretek=s
ability to meet all the necessary elements to assume the NANPA
responsibilities, we ask the NANC to make clear in its comments to the
Commission Mitretek=s capability to assume expeditiously the
responsibilities of the NANPA.\"

The NANC commenced its discussion by referring to the questions posed on
page 2 of Chairman Hasselwander=s Discussion Paper, highlighting the
issues to be addressed pursuant to the February 17 Notice:

Question 1: Does the NANC believe that the CIS Acquisition Corporation,
and its relationship with Warburg, Pincus &Co., is neutral under the
criteria set forth in the Requirements Document, as well as under the
Commission=s rules and orders. If not, does the NANC believe that the
CIS Acquisition is not subject to undue influence by parties with a
vested interest in the outcome of numbering activities?

Following discussion, the NANC agreed that the first question has two
parts and that the first part of the question is whether the CIS
Acquisition Corporation, in its relationship with Warburg, Pincus & Co.,
is neutral under [all]{.underline} the criteria set forth in the
Requirements Document, as well as the Commission\'s rules and orders.
The NANC reached consensus that CISAC would [not]{.underline} meet all
of the neutrality criteria. With respect to the second part of the
question, following brief discussion, the NANC reached consensus that
CISAC would not be subject to undue influence. Bill Adair, SBC,
abstained from voting on this point.

Peter Guggina, MCI WorldCom, stated that the FCC should require
sufficient documentation from Warburg, Pincus and CIS to support the
statements made in the Lockheed Martin IMS letters of March 22 and March
26, 1999. Mr. Guggina also stated that the March 22 and March 26 letters
improve the conditions under which CIS/Warburg, Pincus will agree to
operate. He stated that he believes the conditions should be
memorialized in the FCC order addressing the Lockheed Martin Request.
Phil McClelland, NASUCA, stated that the FCC order also should make
clear that the NANC continues to have oversight over the NANPA to ensure
its continued neutrality. .

Chairman Hasselwander agreed to mention these two points in the
transmittal letter to the FCC.

Chairman Hasselwander then turned to the second question on his
Discussion Paper:

Question 2: Does NANC believe that the CIS Acquisition Corporation will
have the capability to perform the functions of the NANPA in accordance
with the Requirements Document?

Bernie Harris, GTE, noted that the FCC rules and the Requirements
Document are not the same, and that the NANPA is required to comply with
both the FCC rules and the Requirements Document. The NANC agreed to
modify the question as suggested by Mr. Harris. Following brief
discussion, the NANC reached consensus that the proposed new entity
would be capable of performing the NANPA functions in accordance with
the FCC\'s rules and the Requirements Document.

Chairman Hasselwander turned to the third question raised in the
Discussion Paper:

Question 3: If Lockheed=s petition is granted, does the NANC believe
that the CIS Acquisition Corporation and Warburg, Pincus & Co. should be
subject to conditions (beyond those set forth by Lockheed Martin and
Warburg, Pincus & Co.) to assure its neutrality and capability during
the current NANPA term? If so, what should those conditions be?

Peter Guggina, MCI WorldCom, noted that the LLCs currently are engaged
in discussions with Lockheed Martin concerning its neutrality and its
liability. He questioned whether any provisions agreed to by Lockheed
Martin in the LLC context should be carried forward to the NANPA
context. Ed Gould, AT&T, stated that the LLCs might have liability
questions that do not arise in the NANPA context. Chairman Hasselwander
posed the question of whether the NANC should require Lockheed
Martin/CIS to post a performance bond if it agreed to a performance bond
with the LLCs. Following discussion, the NANC agreed that it should not
do anything that would interfere with the ongoing discussions between
the LLCs and Lockheed Martin/CIS. It also agreed that the liability
issues present with respect to LNPA may not be present with respect to
NANPA.

Commissioner Rolka, NARUC, suggested that the Lockheed Martin request to
transfer the CIS should be conditioned on a cooperative relationship
with the thousands block pooling administrator; in other words, if
thousands block pooling administration is assigned to another entity,
CISAC should be required to work cooperatively with that entity. The
NANC agreed to this condition.

Dan Hochvert, Bell Atlantic, noted that all of the discussion had
centered on the NANPA and asked whether the NANC should comment on LNPA.
Chairman Hasselwander stated that although the FCC had not specifically
asked the NANC to do so in its February 17 Notice, since NANC is charged
with oversight over LNP, he did not believe that a statement would be
out of place.

Andrea Hadley, GTE, commented that the LLCs currently are negotiating
with Lockheed Martin/CIS and again raised the concern that NANC not take
any action that might interfere with those negotiations. She noted that
the neutrality criteria in the LNPA arena might differ from the
neutrality criteria applicable to the NANPA. Kris Monteith, FCC, noted
that the FCC views the LNPA functions as distinct from the NANPA
function. Thus, while the FCC is looking to the NANC for a
recommendation on the Lockheed Martin request to transfer the NANPA
function to CISAC, it had not asked the NANC for a recommendation on the
transfer of the LNPA function to the new CISAC. The FCC had, in general,
asked for comment on the impact of the proposed transfer of the NANPA
function on the LLCs and on other members of the NANP. Following further
discussion, the NANC agreed to remain silent on the LLC/LNPA issue.

No further suggestions were made with respect to conditions to be
imposed on CISAC.

Chairman Hasselwander then turned to the request from Mitretek that the
NANC support the statement made in Mitretek\'s March 26 letter as to
Mitretek\'s capability to assume expeditiously the responsibilities of
the NANPA. Although the February 17 Notice does not specifically request
that the NANC address Mitretek\'s position as the alternate NANPA,
Chairman Hasselwander noted that the notice does ask for general comment
on Mitretek\'s ability to perform, the price at which it would perform,
and how Mitretek would transition the NANPA functions.

The NANC discussed how to handle Mitretek\'s request. Several NANC
members raised concerns, stating that the proposed statement went beyond
the issues looked at by the NANC. Dan Hochvert, Bell Atlantic, noted
that the NANC had not studied the issue of Mitretek\'s neutrality,
ability to perform and so forth. For this reason, Mr. Hochvert stated
that the NANC is not in a position to comment on Mitretek=s request.
Following discussion, the NANC declined to comment on Mitretek=s
capability to assume the duties of the NANPA.

In closing, Chairman Hasselwander remarked that the NANC\'s
recommendation must be filed with the FCC the following day. He stated
that he would answer the FCC\'s questions in the manner directed by the
NANC and that he would include with the filing all of the documents that
the NANC had considered during this conference call.

***C.** **Other Business***. Regarding NANPA performance survey
responses, Andrea Cooper, Co-Chair, NANPA Oversight Working Group,
requested that NANC members urge their respective companies to respond
to the survey as soon as possible. She noted that, to date, the Working
Group had received 60 responses.

***D.*** The meeting was adjourned at 4:40 p.m.