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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  04-  3129  Released:  September  28,  2004 
 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. 

 STREAMLINED  PLEADING  CYCLE  ESTABLISHED 
 WC  Docket  No.  04-  383 
 Comments  Due:  October  12,  2004  Reply  Comments  Due:  October  19,  2004 

 On  September  21,  2004,  Susquehanna  Adelphia  Business  Solutions  (  Susquehanna  ABS),  SusCom  Business  Solutions  of  PA,  Inc.,  d/  b/  a/  SusCom  Business  Solutions  (  SusCom), 
 TelCove  of  Pennsylvania,  Inc.  (  TelCove-  PA),  and  Susquehanna  Fiber  Systems,  Inc.  (  Susquehanna)  (collectively,  Applicants)  filed  an  application,  pursuant  to  section  63.03  and 
 63.04  of  the  Commissions  rules,  1  requesting  approval  to  transfer  control  of  certain  assets  of  Susquehanna  ABS  to  SusCom  and  TelCove-  PA. 

 Applicants  assert  that  this  transaction  is  entitled  to  presumptive  streamlined  treatment  pursuant  to  section  63.03(  b)(  2)(  i)  of  the  Commissions  rules  2  because  (1)  the  proposed 
 transaction  would  result  in  TelCove-  PA  or  SusCom  holding  less  than  a  ten  percent  (10%)  share  of  the  interstate,  interexchange  market;  (2)  TelCove-  PA  or  SusCom  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 
 TelCove-  PA  nor  SusCom  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  approximately  220  business 

 1  47  C.  F.  R    63.03,  63.04;  see  47  U.  S.  C.    214. 
 2  47  C.  F.  R    63.03(  b)(  2)(  i). 
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 customers  in  York,  Pennsylvania.  3  Susquehanna  ABS  is  a  Pennsylvania  general  partnership  with  TelCove-  PA  and  Susquehanna,  a  wholly  owned  subsidiary  of  Susquehanna  Media  Company 
 (  Susquehanna  Media),  each  owning  fifty  percent. 
 SusCom  is  a  corporation  organized  under  the  laws  of  the  State  of  Pennsylvania.  SusCom  is  82.25%  owned  by  Susquehanna  Cable  Co.  and  17.75%  owned  by  Comcast  Corporation. 
 Susquehanna  Cable  Company  is  in  turn,  85%  owned  by  Susquehanna  Media  and  15%  owned  by  Comcast  Corporation.  Applicants  note  that  100%  of  the  voting  common  stock  of  Susquehanna 
 Media  is  owned  by  Susquehanna  Pfaltzgraff  Company.  4  Applicants  also  state  that  according  to  Comcast  Corporations  proxy  statement,  Brian  Roberts  holds  100%  of  the  class  B  common 
 stock,  which  is  33  and  1/  3%  of  the  total  voting  stock  of  Comcast  Corporation. 
 TelCove-  PA  is  a  corporation  organized  under  the  laws  of  the  State  of  Delaware.  TelCove-  PA  is  a  wholly-  owned  subsidiary  of  TelCove  Operations,  Inc.,  which  is  in  turn,  a 
 wholly-  owned  subsidiary  of  TelCove  Inc.  (  TelCove).  5  TelCove,  through  various  subsidiaries,  offers  local  and  long-  distance  voice,  dedicated  data,  ATM,  frame  relay,  and  Internet  services  in 
 approximately  50  medium-  to-  large  markets  throughout  the  eastern  United  States,  the  Gulf  Coast  area,  and  in  several  midwestern  states.  TelCove  is  20.34%  owned  by  Bay  Harbour  Partners, 
 Ltd.,  a  Cayman  Islands  investment  firm.  TelCove  is  also  17.37%  owned  by  Bay  Harbour  90-  1,  Ltd.,  a  U.  S.  investment  firm.  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.  6  Goldman  Sachs,  a  U.  S.  investment  firm,  holds  12.54%  of  TelCove. 

 By  agreement  dated  December  19,  2003,  the  partners  decided  to  dissolve  Susquehanna  ABS  and  following  receipt  of  all  necessary  regulatory  approvals,  Susquehanna  ABS  will  cease 
 providing  service.  To  ensure  that  customers  will  continue  to  receive  service  without  interruption,  the  Partnership  has  entered  into  an  agreement  with  TelCove-  PA  and  Susquehanna 
 to  distribute  Susquehanna  ABS  assets  and  customers  between  TelCove-  PA  and  SusCom.  Specifically,  TelCove-  PA  will  primarily  continue  to  serve  the  Commonwealth  of  Pennsylvania 
 and  carrier  customers,  with  the  remainder  of  the  customers  to  be  served  by  SusCom.  TelCove- 
 3  The  Applicants  indicate  Susquehanna  ABS  was  formerly  called  Susquehanna  Hyperion 
 Telecommunications. 
 4  The  Applicants  state  that  the  Louis  J.  Appell  Residuary  Trust  for  the  benefit  of  members  of  the  Appell 
 family  own  67.19%  of  the  voting  stock  of  the  Susquehanna  Pfaltzgraff  Co.  while  the  State  Street  Bank,  Trustee  of  the  Susquehanna  Pfaltzgraff  Co.  Employee  Stock  Ownership  Plan  owns  26.94%  of  the  Company. 

 5  TelCove-  PA  owns  a  50%  partnership  in  PECO  TelCove,  which  will  be  increased  to  100%  upon 
 consummation  of  the  transaction  previously  approved  by  the  Commission  in  docket  number  04-  166.  See  Domestic  Section  214  Application  Granted  for  Transfer  of  Control  of  PECO  Telcove  to  TelCove,  Inc.,  WC 

 Docket  No.  04-  166,  Public  Notice,  DA  04-  1934  (rel.  June  28,  2004). 
 6  According  to  the  Applicants,  Bay  Harbour  holds  the  largest  share  of  the  secured  notes  as  part  of 
 TelCoves  plan  of  reorganization  filed  under  Chapter  11  of  the  United  States  Bankruptcy  Code  in  the  United  States  Bankruptcy  Court  for  the  Southern  District  of  New  York. 
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 PA  and  SusCom  will  also  take  ownership  of  physical  assets  of  the  Partnership,  including  fiber  and  equipment  such  as  back  up  generators.  Consistent  with  each  partners  50%  interest  in  the 
 Partnership,  each  partner  will  receive  50%  of  the  total  value  of  the  Partnership,  including  all  of  its  various  assets,  upon  dissolution  of  Susquehanna  ABS. 

 Applicants  state  that  the  proposed  transfer  of  control  is  in  the  public  interest.  The  Applicants  state  that  the  Partnerships  customers  will  not  be  adversely  affected  by  the  dissolution 
 of  the  Susquehanna  ABS  because  the  companies  that  comprise  the  Partnership  will  continue  to  offer  the  same  or  superior  services  such  as  wireless,  high  speed  internet  access,  voice  messaging 
 and  wireless  e-  mail.  The  Applicants  add  that  either  TelCove-  PA  or  SusCom  will  continue  to  provide  customers  with  local  telephone  service,  local  toll  telephone  service  and  long  distance 
 service,  unless  that  customer  chooses  another  provider.  Furthermore,  the  Applicants  indicate  that  customers  will  experience  no  service  outage,  will  incur  no  costs  for  having  their  services 
 transferred  to  either  TelCove-  PA  or  SusCom,  and  will  be  able  to  retain  their  existing  telephone  numbers. 

 GENERAL  INFORMATION 
 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  Commissions  rules  and  policies.  Interested  parties  may  file  comments 
 on  or  before  October  12,  2004  and  reply  comments  on  or  before  October  19,  2004.  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  Commissions  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. 

 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. 
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 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  Commissions  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,  SW,  Washington,  D.  C.  20554.  All  filings  must  be  addressed  to  the  Commissions  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  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,  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)  Julie  Veach,  Competition  Policy  Division,  Wireline  Competition  Bureau,  445  12  th  Street,  S.  W.,  Room  5-  C124,  Washington,  D.  C.  20554;  e-  mail:  julie.  veach@  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  Commissions  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. 

 For  further  information,  please  contact  Tracey  Wilson,  at  (202)  418-  1394,  or  Denise  Coca  at  (202)  418-  0574. 
 -  FCC  - 
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