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 PUBLIC  NOTICE  Federal  Communications  Commission  445  12  th  Street,  S.  W.  Washington,  D.  C.  20554  News  Media  Information  202  /  418-  0500  Fax-  On-  Demand  202  /  418-  2830  TTY  202  /  418-  2555  Internet:  http://  www.  fcc.  gov  ftp.  fcc.  gov 
 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  FairPoints  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  Commissions  rules.  Applicants  control  incumbent  local  exchange  carriers  (LECs)  that  have,  in  combination,  fewer  that  2%  of  the  nations  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 
 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. 
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 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.  FairPoints 
 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  FairPoints  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  FairPoints  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 
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 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 
 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  Commissions  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  Commissions  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. 
 4  See  47  C.  F.  R.    63.03(  a). 
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 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  Commissions  duplicating  contractor,  Best  Copy  and  Printing,  Inc.,  445  12th  Street,  S.  W.,  Room  CY-  B402,  Washington,  D.  C.  20554,  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  Commissions  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. 


 For  further  information,  please  contact  Tracey  Wilson-  Parker,  at  (202)  418-  1394,  or  Adam  Kirschenbaum  at  (202)  418-  7280. 
 -  FCC  - 
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