*Pages 1--4 from Microsoft Word - 42316* 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- 2991 Released: September 15, 2004 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF CLOSECALL AMERICA, INC., TO MOBILEPRO CORP. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 04- 364 Comments Due: September 29, 2004 Reply Comments Due: October 6, 2004 On September 9, 2004, CloseCall America, Inc. (“ CloseCall”) and MobilePro Corp. (“ MobilePro”) (collectively, “Applicants”) filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting approval to transfer control of CloseCall to MobilePro. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment pursuant to section 63.03( b)( 2)( i) of the Commission’s rules 3 because, immediately following the proposed transactions, (1) Applicants and their affiliate combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their affiliate will provide local exchange service only in areas served by a dominant local exchange carrier (none of which are parties to the proposed transaction) and; (3) none of the Applicants or their Affiliate is dominant with respect to any service. CloseCall is a full- service telecommunications company, organized under Delaware law, that provides long distance, local, digital wireless and Internet services to residential and small business customers primarily in Maryland, Delaware, New Jersey, Wisconsin, Indiana and Ohio. The company has developed a unique market niche by focusing on low- priced community calling which, according to the Applicants, differentiates it from other competitors. CloseCall 1 47 C. F. R § 63.04; see 47 U. S. C. § 214. 2 Applicants are also filing an application for consent to transfer authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related pending applications. 3 47 C. F. R § 63.03( b)( 2)( i). 1 2 allows consumers to choose the calling plan that best fits their calling patterns and to save money on normally high- priced local toll calls. The following entities have a 10 percent or greater ownership interest in CloseCall: Spencer Trask Illumination Fund, LLC, 17.3%; and Viventures 2 FCPR, 34.9%. MobilePro is a wireless technology and broadband telecommunications company based in Bethesda, MD with operations in Hurst, Houston, Dallas and Beaumont, TX; Coshocton, OH; Kansas City, MO; Janesville, WI; Detroit, MI; and Shreveport, LA. The company is focused on creating shareholder value by developing innovative wireless technologies, acquiring and growing profitable broadband telecommunications companies and forging strategic alliances with well- positioned companies in complementary product lines and industries. MobilePro owns 100% of Affinity Telecom, a telecommunications carrier that provides long distance and local exchange services primarily in Michigan. 4 MobilePro also owns 100% of MVCC, a limited liability company formed expressly for the facilitation of the proposed Transaction. The Applicants propose to complete a series of transactions. The first proposed transaction entails the transfer of all outstanding shares of CloseCall’s stock from its current shareholders to MVCC and its parent company MobilePro. Pursuant to an Agreement and Plan of Merger entered into by the Applicants, MVCC will merge with CloseCall and CloseCall will be the surviving entity. After the merger, CloseCall will become a wholly owned subsidiary of MobilePro. Applicants state that the proposed transfer of control will benefit the public interest by providing CloseCall access to greater financial and managerial resources which will allow CloseCall to better assess and implement its business strategies going forward and offer more services to its customers. According to the Applicants, access to those resources will ensure that CloseCall will be in a position to continue to provide high quality services to existing customers. Applicants assert that the proposed transaction will not inconvenience, confuse or otherwise harm CloseCall’s customers. The Applicants state that CloseCall will retain its name and continue to operate in substantially the same manner. The Applicants also state that the proposed transaction will be transparent to CloseCall’s customers and those customers will continue to receive service under the same rates, terms and conditions. In sum, the Applicants assert that the proposed transaction is expected to enhance the ability of CloseCall to provide high quality telecommunications services which will, in turn, invigorate competition and thereby benefit consumers of interstate and international telecommunications services. 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 4 See Supplemental Filing for the Joint Application of CloseCall America, Inc. and MobilePro Corp., dated Sept. 14, 2004. 2 3 conformance with the Commission’s rules and policies. Interested parties may file comments on or before September 29, 2004 and reply comments on or before October 6, 2004. 5 Unless otherwise notified by the Commission, this application will be deemed granted on the 31 st day after the date of this notice. 6 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 . 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 ." 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 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 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 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 Commission’s 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; 5 See 47 C. F. R. § 63.03( a). 6 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3 4 (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) Kimberly Jackson, Competition Policy Division, Wireline Competition Bureau, 445 12 th Street, S. W., Room 5- CB142, Washington, D. C. 20554; e- mail: kimberly. jackson@ 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 Commission's 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 Kimberly Jackson at (202) 418- 7393. - FCC - 4