*Pages 1--5 from Microsoft Word - 56363.doc* 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 06- 838 Released: April 11, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF W. E. COMMUNICATIONS INC. AND ITS SUBSIDIARY HARMONY TELEPHONE COMPANY FROM LINDA HALVERSON, INDIVIDUALLY AND AS TRUSTEE OF THE KENNETH L. HALVERSON 2004 IRREVOCABLE TRUST TO MSG TEL, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 71 Comments Due: April 25, 2006 Reply Comments Due: May 2, 2006 On March 24, 2006, Linda Halverson, individually and as trustee of the Kenneth L. Halverson 2004 Irrevocable Trust, (“ Transferor”) and MSG Tel, Inc. (MSG) (“ Transferee”) (collectively referred to as “Applicants”) filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 seeking authority to transfer control of W. E. Communications, Inc. (WEC), and its subsidiary Harmony Telephone Company (Harmony) from Linda Halverson to MSG Tel, Inc. (MSG). 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( iii) of the Commission’s rules because: (1) this proposed transaction would result in MSG having a market share in the interstate, interexchange market of less than 10 percent; (2) MSG will not provide competitive telephone exchange services or exchange access services; and (3) the Applicants are incumbent independent local exchange carriers (LEC) that have, in combination, fewer than two percent of the nation’s subscriber lines installed in the aggregate nation- wide, and no overlapping or adjacent service areas. 3 1 47 C. F. R §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 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. 3 47 C. F. R. § 63. 03( b)( 2)( iii). 1 2 WEC, a corporation organized under Minnesota law, is owned by Linda Halverson, a United States citizen who holds 50.9% equity in the corporation. Linda Halverson also owns the remaining 49.1% of WEC’s voting stock as the trustee of the Kenneth L. Halverson 2004 Irrevocable Trust. WEC wholly- owns the following three subsidiaries: (1) Harmony; (2) Harmony Cable, Inc.; and (3) Harmony Cellular, Inc. Harmony is an incumbent LEC that serves a single Minnesota study area consisting of two exchanges – the Harmony, Minnesota exchange in southeastern Minnesota just north of the Minnesota- Iowa border; and the Harmony, Iowa exchange in Northeastern Iowa just south of the Minnesota border. Harmony serves as a sales agent for interstate, intrastate and international long distance services provided by Onvoy, Inc. but Harmony and its affiliates do not themselves resell interstate, intrastate and /or international long distance toll services. Harmony holds a less than 5% interest in Onvoy, Inc. Harmony Cable, Inc. owns operates the cable television system serving the City of Harmony, Minnesota. Harmony and its affiliates provide no other domestic telecommunications services. MSG is a Minnesota corporation that is owned 50% by Mabel Cooperative Telephone Company (Mabel), and 50% by Spring Grove Cooperative Telephone Company (Spring Grove). Mabel, a Minnesota corporation, is a telecommunications cooperative corporation owned by its approximately 1,760 owner- members, serving as an incumbent LEC for two exchanges in its Minnesota study area and three exchanges in its Iowa study area. Mabel serves the Mabel and Prosper exchanges in southeastern Minnesota, and the Burr Oak, Ridgeway and Hesper exchanges in northeastern Iowa. Mabel and its affiliates provide no other domestic telecommunications services. No individual owner- member owns or controls ten (10) percent or more of the equity of Mabel. Spring Grove is a Minnesota telecommunications cooperative corporation that is owned by its approximately 1,060 owner- members. Spring Grove is an incumbent LEC serving a single Minnesota study area comprised of the Spring Grove exchange in Minnesota (approximately 1,320 access lines) and the South Spring Grove exchange in Iowa (approximately 50 access lines). Mabel and Spring Grove share a common boundary with each other, neither the Mabel study areas nor the Spring Grove study area are contiguous with the Harmony study area. Spring Grove and its affiliates provide no other domestic telecommunications services. No individual owner- member owns or controls ten (10) percent or more of the equity of Spring Grove. The proposed transaction consists of the purchase by MSG of the stock of WEC from Linda Halverson and the Halverson Trust. Immediately prior to the closing of the stock purchase, Linda Halverson and the Halverson Trust will cause the three wholly- owned subsidiaries of WEC to be merged into WEC. Following the merger, the name of WEC will then be changed to Harmony Telephone Company. Upon closing of the proposed stock purchase, the re- organized Harmony will become a wholly- owned subsidiary of MSG. The new Harmony will continue to provide the same local exchange, exchange access and other telecommunications services as the current Harmony. Applicants state that the proposed transaction serves the public interest, convenience and necessity because it entails the transfer of control of approximately 1017 access lines to a 2 5 (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. For further information, please contact CeCi Seppings at (202) 418- 1588, or Kimberly Jackson at (202) 418- 7393. - FCC - 5