Federal Communications Commission FCC 98-18 
Before the 
Federal Communications Commission 
Washington, D.C. 20554 
In the Matter of 
Federal Communications Bar Association's 
Petition for Forbearance from Section 3 IO(d) 
of the Communications Act Regarding 
Non-Substantial Assignments of Wireless 
Licenses and Transfers of Control Involving 
Telecommunications Carriers 
and 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
Personal Communications Industry Association's ) 
Broadband Personal Communications Services ) 
Alliance's Petition for Forbearance For ) 
Broadband Personal Communications Services ) 
MEMORANDUM OPINION AND ORDER 
Adopted: February 4, 1998 Released: February 4, 1998 
By the Commission: 
TABLE OF CONTENTS 
Page 
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 
II. BACKGROUND, PETITION, AND COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . 3 
III. DISCUSSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S 
A. Scope of Proposed Forbearance - Pro Forma v. Non-Pro Forma 
Transactions ......... ·. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 
B. Analysis of Section I 0 Forbearance Standard . . . . . . . . . . . . . . ·. . . . . . . . . 8 
1. Just and Reasonable Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
2. Consumer Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 
3. Public Interest .................................. ·. . . . . 10 
4. Licensees Affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 
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Federal Communications Commission FCC 98-18 
5. Exceptions to Forbearance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 
C. Procedures Adopted for Pro Forma Transfers and Assignments . . . . . . . . . . 17 
IV. PROCEDURAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
V. ~ORDERING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 
APPE~IX A - FINAL RULES 
APPENDIX B - LIST OF COMMENTERS 
I. INTRODUCTION 
I. On February 4, 1997, the Wireless Telecommunications Practice Committee of the 
Federal Communications Bar Associatior. (FCBA) filed a Petition for Forbearance1 from the 
application of the prior notification and approval requirement£. of section 310( d) of the 
Communications Act of 1934, as amended (the Act)2 to telecommunications carriers licensed by 
the Commission's Wireless Telecommunications Bureau for pro fc1rma assignments of licenses 
a."ld transfers of control. On May 22. 1997, the Broadband Pers·)::.:il Communications Services 
Alliance of the Personal Communications Industry Association (PCIA) filed a separate petition 
for forbearance, which reiterates FCBA' s request for forbearance from section 310( d) and 
requests forbearance from other regulations as well.3 For the reasons discussed below, we grant 
the FCBA Petition and that portion of the PCIA Petition relating to forbearance from section 
3 lO(d),4 subject to several exceptions noted below. 
Petition for Forbearance filed by Federal Communications Bar Association Wireless 
Telecommunications Practice Committee (Feb. 4, 1997) (FCBA Petition or Petition). 
2 47 u.s.c. § 310. 
Petition for Forbearance filed by the Broadband Personal Communications Services Alliance of 
the Personal Communications Industry Association (May 22, 1997) (PCIA Petition). 
4 This Order only addresses PCIA 's request for forbearance from enforcement of section 310( d). 
The PCIA Petition additionally requests forbearance for all broadband personal communications services 
(PCS) carriers from the following obligations: sections 201 and 202, section 226, and section 214 of the 
Act, and the resale obligations of 47 C.F.R. § 20.12(b). These requests for forbearance contained in 
PCIA's petition will be addressed in a separate order. 
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Federal Communications Commission FCC 98-18 
II. BACKGROUND, PETITION, AND COMMENTS 
2. Section 310( d) of the Act forbids any assignment of a radio license or transfer of 
control of a radio licensee corporation without obtaining prior Comrnission consent.5 Currently, 
transfers or assignments that do not "involve a substantial change in o"Wnership or control,"6 
commonly referred to as proforma transactions, must receive prior Commission approval but are · 
exempt from the 30-day public notice requirement that otherwise would apply.7 Applicants 
identify whether their applications for transfer and assignment are proforma in nature, and the 
Wireless Telecommunications Bureau (Bureau) processes proforma applications through an initial 
determination that the application is in fact proforma in nature, and a review of the application 
for accuracy and completeness. When these criteria are met, there is no need for additional 
public interest review of the application, because the person or entity retaining ultimate control 
of the license was subject to prior public interest review and approval by the Commission when 
it was originally awarded the license (whether by initial licensing or by a previous transfer or 
assignment). Therefore, where no substantial change of control will result from the transfer or 
assignment. grant of the application is deemed presumptively in the public interest and the 
application is placed on public notice as s;ranted. 
3. In its Petition, FCBA states that forbearance from the section 310( d) requirements of 
prior Commission application and approval of pro Jonna trans[ ers and assignments is warranted 
under section 10 of the Act. 8 Section 10 requires the Federal Communications Commission 
(Commission) to forbear from applying any regulation or provision of the Act to a 
telecommunications carrier if it determines that: ( 1) enforcement is not necessary to ensure that 
charges, practices. classifications and services are just and reasonable, and not unjustly or 
unreasonably discriminatory; (2) enforcement is not necessary for the protection of consumers; 
and (3) forbearance is consistent with the public interest.9 In making the determination that 
forbearance is consistent with the public interest, the Commission shall consider whether 
forbearance from enforcing the provision or regulation will promote competitive market 
6 
8 
47 U.S.C. § 31 O(d) states in relevant part: 
No construction pennit or station license ... shall be transferred, assigned, or disposed of in any 
manner, voluntarily or involuntarily, directly or indirectly, or by transfer of control of any 
corporation holding such pennit or license, to any person except upon application to the 
Commission and upon finding by the Commission that the public interest, convenience, and 
necessity will be served thereby. 
47 U.S.C. §§ 309(bXI), (c)(2)(B). 
47 u.s.c. § 3 IO(d). 
FCBA Petition at 1-1 S. 
9 Telecommunications Act of 1996, Pub. L. No. 104-104, 110 Stat. 56, Sect. 10, codified at 47 
U.S.C. § 160(a). 
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Federal Communications Commission FCC 98-18 
conditions, including the extent to which such forbearance will enhance competition among 
providers of telecommunications services. 10 
4. FCBA asserts that the Commission should forbear from enforcing its section 310( d) 
requirements with respect to proforma transfers and assignments involving telecommunications 
carriers licensed by the Bureau because all three prongs of the section I 0 forbearance standard 
are met. 11 FCBA acknowledges that the Commission's license records must be kept current. and 
suggests that in order to do so, the Commission continue to require telecommunications carriers 
to report non-substantial ownership or control changes via letter after consummation. 12 In the 
altemati\·e. FCBA suggests that the Commission could adopt rules requiring the filing of an 
updated licensee ownership form which would note such non-substantial ownership or control 
changes either on an annual basis or within some stated period after the transaction has been 
consummated. 13 
5. FCBA's Petition was filed on behalf of and in cooperation with numerous carriers 
holding radio licenses and the associations representing their interests. 14 All of the commenters 
to the FCBA Petition support its request for forbearance and no oppositions were filed. PCIA · s 
Petition was filed by the Broadband Personal Communications Services Alliance of the PCIA, 
representing numerous broadband PCS licensees. All commenters to the section 310( d) portion 
of the PCIA Petition support forbearance from section 310( d), agreeing that forbearance is 
warranted under section 10 of the Act. 15 Commenters also agree that forbearance will promote 
competitive market conditions and will enhance competition among wireless telecommunications 
providers. 16 As discussed below, we adopt streamlined procedures in response to these petitions 
only related to non-substantial transfer and assignments involving telecommunications carriers 
licensed by the Bureau. 17 However, we will continue to apply existing procedures to applications 
IO 47 u.s.c. § 160(b). 
11 FCBA Petition at 7-14. 
L2 Id at 11-12. 
13 Id. 
14 See Appendix B for a list of all signatories to the FCBA Petition, as well as commenters to the 
FCBA Petition and PCIA's Petition for Forbearance. 
15 See, e.g., AMT A Comments at 3-5, CTIA Comments at 3-4, GTE Comments at 2-4. 
16 See, e.g., AirTouch Comments at 1-3, PrimeCo Comments at 5-6, BellSouth Reply Comments at 
5-6. 
17 
"Telecommunications carriers" are defined as providers of "telecommunications service," which 
in tum is defined as the offering of telecommunications for a fee directly to the public or to such classes 
of users as to be effectively available to the public. See 47 U.S.C. §§ 153(44), (46). 
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Federal Communications Commission FCC 98-18 
for proforma transactions involving telecommunications carriers licensed by the Bureau that are 
subject to the Commission's unjust enrichment provisions, and proposed transactions involving 
changes to corporate management through the use of proxy mechanisms. 
III. DISCUSSION 
A. Scope of Proposed Forbearance - Pro Forma v. Non-Pro Forma Transactions 
6. Background. In its Petition, the FCBA uses the term "non-substantial" or "proforma" 
to refer to assignments and transfers of control that do not involve a substantial change in the 
ultimate de facto or de Jure control of a licensee. 18 Bell Atlantic NYNEX urges the Commission 
to adopt a definition of a non-substantial assignment or transfer of control in order to assist 
carriers in determining which transactions may be eligible for the proposed forbearance. 19 
7. Discussion. The streamlined procedures that we adopt today apply only to proforma 
transfers and assignments, that is, transfers and assignments that do not cause a "substantial 
change in O\\-nership or control" of the license as provided in section 309(c)(2)(B) of the Act. 
Where a proposed transfer or assignment would result in a substantial change of de Jure or de 
facto control, the transaction is not treated as pro forma and is outside the scope of the 
forbearance provided for in this Order. 20 De Jure control is control as a matter of law. It is 
present where a shareholder or shareholders voting together own or control fifty percent or more 
of the licensee's voting shares. De Jure control of a partnership is similarly based on holding a 
fifty percent or greater voting interest.21 De facto control is defined as actual control of the 
licensee, and primarily applies where the party or entity in question has the power to control or 
dominate management of the licensee. 22 Because it inherently involves issues of fact, de facto 
control is determined on a case-by-case basis, and may vary with the circumstances presented by 
18 FCBA Petition at 2. 
19 Bell Atlantic NYNEX Comments at 14. 
2° For discussion of what constitutes a substantial change of control, see generally Stephen F. Sewell, 
"Assignments and Transfers of Control of FCC Authorizations Under Section 31 O(d) of the 
Communications Act of 1934," 43 Fed.Comm. L.J. 277 (1991) (hereinafter Sewell). 
21 See Metromedia Inc., Memorandum Opinion and Order, 98 FCC 2d 300, 306 (1984) (de jure 
control is control as a matter of law, typically involving whether person has majority of licensee's voting 
stock)~ see also Fox Television Stations, Memorandum Opinion and Order, 10 FCC Red 8452, 8513 
(1995) (Fox l) (de jure control typically determined by whether a shareholder owns more than_ fifty 
percent of a corporation's voting stock). See also Sewell, 43 Fed.Comm. L.J. at 296 (1991). 
22 Univision Holdings, Inc., Memorandum Opinion and Order, 7 FCC Red 6672, 6675 (1992), 
quoting Benjamin L. Dubb, Memorandum Opinion and Order, 16 FCC 2d 274, 289 (1951) (demonstration 
of power to dominate corporate management affairs is chief concern in analysis of de facto control). 
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Federal Communications Commission FCC 98-18 
each licensee.23 While the size of a person's or entity's ovmership interest is relevant, it is not 
necessarily a determinative factor in establishing de facto control.24 Other factors that may be 
relevant to a finding of de facto control include: (I) power to constitute or appoint more than 
fifty percent of the board of directors or partnership management committee; (2) authority to 
appoint, promote, demote and fire senior executives that control the day-to-day activities of the 
licensee; (3) ability to play an integral role in major management decisions of the licensee; (3) 
authority to pay financial obligations, including expenses arising out of operating; (4) ability to 
receive monies and profits from the facility's operations; and (5) unfettered use of all facilities 
and equipment. 25 Under some circumstances, a change in corporate management resulting from 
a proxy c0ntest may affect de facto control. 26 
8. In general, a substantial change in ovmership or control occurs when there is a transfer 
of fifty percent or more of a licensee's stock or a transfer that results in a stockholder whose 
qualifications have not been passed on by the Commission acquiring at least a fifty percent voting 
interest in a licensee.27 However, because there are other factors that also may be found in a 
particular case to substantially affect de facto control, there is no express rule or "bright.:.line" test 
that distinguishes those transfers and assignments of telecommunications licenses that involve 
substantial changes in ovmership or control and those that do not. In the case of common carrier 
transfers and assignments, we have applied the same standard that is set forth in section 
73.3540(f) of our broadcast rules, which identifies common categories of transactions that are 
considered non-substantial and therefore are eligible for pro forma treatment: (I) assignment 
from an individual or individµals (including partnerships) to a corporation O\\-ned or controlled 
23 Stereo Broadcasters, Inc., Memorandum Opinion and Order, 55 FCC 2d 819, 821 (1975), 
modified, 59 FCC 2d I 002 (1976) (issues of de facto control are fact-specific and must be determined on 
case-by-case basis). See Sewell, 43 Fed. Comm. L.J. at 296-302 (1991). 
2~ Fox I, 10 FCC Red at 8515-16 (large financial investment in licensee is relevant but not 
determinative factor in analyzing de facto control). 
25 See Implementation of Section 309(.i) of the Communications Act - Competitive Bidding, Fifth 
Memorandum Opinion and Order, PP Docket No. 93-253, JO FCC Red 403, 447 (1994); see also Ellis 
Thompson Corporation, Summary Decision, 10 FCC Red 12554, 12555-56 (1995), citing lntermountain 
Microwave, 24 Rad.Reg. 983, 984 (1963); Stereo Broadcasters, Inc., Memorandum Opinion and Order. 
55 FCC 2d 819, 821 (1975), modified, 59 FCC 2d 1002 (1976); Lorain Journal Co. v .. FCC, 351 F.2d 
824, 827-78 (D.C. Cir. 1965), cert. denied, 383 U.S. 967; Sewell, 43 Fed. Comm. L.J. at 296-302 (1991). 
26 See Tender Offers and Proxy Contests, Policy Statement, 59 Rad.Reg. 1536, 1541 (1986), petition 
for review dismissed sub non;z., Office of Communications of the United Church of Christ v. FCC, 826 F .2d 
I 0 I (D.C. Cir. 1987) (hereinafter Tender Offer Policy Statement) (proxy contests for broad changes in 
board of directors may result in transfer of control of licensee pursuant to section 310( d) of the Act). See 
also Sewell, 43 Fed. Comm. L.J. at 377-383 (1991). 
27 See Metromedia Inc., Memorandum Opinion and Order, 98 FCC 2d 300, 306 (1984); see also Fox 
I, 10 FCC Red 8452, 8513. 
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Federal Communications Commission FCC 98-18 
by such individuals or partnerships without any substantial change in their relative interests; (2) 
assignment from a corporation to its stockholders without effecting any substantial change in the 
disposition of their interests; (3) assignment or transfer by which certain stockholders retire and 
the interest transferred is not a controlling one; ( 4) corporate reorganization which involves no 
substantial change in the beneficial ownership of the corporation; (5) assignment or transfer from 
a corporation to a wholly owned subsidiary thereof or vice versa, or where there is an assignment 
from a corporation to a corporation owned or controlled by the assignor stockholders without 
substantial change in their interests; or (6) assignment of less than a controlling interest in a 
partnership.28 
9. For purposes of this Order, we limit our consideration of forbearance to the above 
categories of proforma transactions only. We are not changing our procedures with respect to 
Commission review and approval of non-proforma transactions. We also note that applicants 
will continue to be responsible in each instance, as they are currently, for determining whether 
a proposed transaction is proforma or non-proforma, and for complying with the relevant rules 
and procedures that govern Commission approval of such transactions. This Order also does not 
limit our authority to determine that a transaction presented to us as proforma should in fact be 
classified as non-proforma, or vice versa. We consider telecommunications carriers licensed by 
the Bureau and subject to this Order to include telecommunications carriers licensed under Part 
21 (domestic public fixed radio services), Part 22 (public mobile radio services), Part 24 (personal 
comnmnications services), Part 90 (private land mobile radio services),29 Part 27 (wireless 
communications services), and Part 101 (fixed microwave services)30 of our rules. However, 
licensees governed by these rule parts who do not meet the definition of "telecommunications 
carrier" (e.g.i public safety and private microwave licensees) are beyond the scope of our section 
10 forbearance authority, and therefore are not subject to the revised procedures established by 
this Order.31 
28 See 47 C.F.R. § 73.3540(f). See Sewell, 43 Fed. Comm. L.J. at 318-19 (1991). 
29 Although Part 90 governs "private land mobile radio services," certain Specialized Mobile Radio, 
paging, and other service providers regulated under Part 90 have been reclassified as Commercial Mobile 
Radio Service (CMRS) providers, and therefore fall within the definition of "telecommunications carrier" 
under the Act. See Implementation of Sections 3(n) and 332 of the Communicatio_ns Act, GEN Docket 
No. 93-252, Second Report and Order, 9 FCC Red 1411 (1994) (certain Part 90 service providers now 
classified as CMRS providers). 
30 Part I 01 governs both common carrier and private fixed point-to-point microwave services. 
However, only common carrier microwave licensees are telecommunications carriers eligible for 
forbearance under this Order. 
31 We also reiterate that our treatment of proforma transactions herein does not apply in other 
contexts, such as with respect to transfers of broadcast permits or licenses, where different statutory and 
policy considerations apply. 
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Federal Communications Commission FCC 98-18 
B. Analysis of Section 10 Forbearance Standard 
10. Section 10 provides that the Commission must forbear from applying any regulation 
or provision of the Act to a telecommtµiications carrier if the Commission determines that: 
( 1) enforcement of such regulation or provision is not necessary to ensure that the 
charges, practices, classifications, or regulations by. for, or in connection with that 
telecommunications carrier or telecommunications service are just and reasonable and are 
not unjustly or unreasonably discriminatory; 
(2) enforcement of such regulation or provision is not necessary for the protection of 
consumers; and 
(3) forbearance from applying such provision or regulation is consistent with the public 
interest. 32 
We address each criterion in tum. 
1. Just and Reasonable Practices 
11. Background. The first prong of the section 10 stand2d for forbearance is that 
enforcement of the regulation is not necess:rry 10 ensure that charges. practices. classifications, 
and services are just and reasonable, and are not unjustly or unrei:!sonably discriminatory.33 
FCBA asserts that applications for pro forma transfers and assignments do not contain 
information concerning a carrier's charges, practices, classifications, or services.34 Additionally, 
FCBA notes that the Commission has expressly declined to address such issues in connection with 
its review of major transfers and assignments, holding that such matters should be addressed 
separately.35 Commenters agree with FCBA's assertions about the first prong,36 and also maintain 
that applications for consent to transfer or assign licenses have never been used to regulate the 
32 4i U.S.C. § J 60(a). 
33 47 U.S.C. § 160(a)(l). 
34 FCBA Petition at 7-8. 
35 FCBA Petition at 7-8, citing Craig 0. McCaw, Memorandum Opinion and Order, 9 FCC Red 
5836, 5880-81 (1994), ajf'dsubnom. SBC Communications, Inc. v. FCC, 56 F.3d 1484 (D.C. Cir. 1995), 
recon. in part, 10 FCC Red 11,786 (1995) (hereinafter McCaw). 
36 See, e.g., AMTA Comments at 3, 360 ° Reply Comments at 1-3, Century Cellnet Reply Comments 
at 3-4. 
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Federal Communications Commission FCC 98-18 
charges, practices, classifications, and regulation of carriers, and should not be characterized as 
such.37 
12. Discussion. We conclude that prior approval of applications for consent to proforma 
transfers and assignments is not necessary to ensure that licensees' charges, practices, 
classifications, and services are just and reasonable, and not unjustly or unreasonably 
discriminatory. Because pro form a transactions do not affect actual control of the licensee, they 
are unlikely to have any impact on the licensees' charges, practices, classifications, or services. 
Thus, it has not been necessary to consider these issues in our review of proforma transactions, 
and we have never done so. Given the existence of other mechanisms to deal with these issues,38 
and the fact that we have had no need to consider them in the context of proforma transactions, 
we conclude that the first prong of the forbearance standard is met. · 
2. Consumer Protection 
13. Background. The second prong of the section 10 forbearance standard requires that 
enforcement not be necessary for the protection of consumers. 39 FCBA argues that the vast 
majority of pro forma assignments and transfers do not affect consumers, but merely allow 
licensees to modify their corporate organization or ownership structure in a non-substantial way 
from the structure previously approved by the Commission.4° FCBA notes that for substantial 
transactions, the Commission often engages in a competitive analysis to determine the effects of 
the proposed transaction on consumers and on competition.41 FCBA asserts, however, that the 
Commission does not conduct such an analysis for proforma transactions because, by definition, 
such transas:tions cannot significantly change ownership or control, and thus cannot have a 
significant impact on consumers. 42 
14. Discussion. We conclude that requiring prior Commission review of proforma 
transfers and assignments is not necessary for the protection of consumers. First, as FCBA and 
several commenters note, non-substantial transactions are exempt from the public notice 
requirement of section 309(b), indicating that Congress perceived a decreased need. for public 
37 CTIA Comments at 3; see also Century Cellnet Reply Comments at3-4, GTE· Comments at 2-3, 
PCIA Reply Comments at 2. 
38 For example, pursuant to section 208 of the Act, the Commission must investigate and act on a 
complaint by any party or entity concerning a common carrier's charges, classifications, regulations, or 
practices. 47 U.S.C. § 208. 
39 47 u.s.c. § 160(aX2). 
4° FCBA Petition at 8; see also PCIA Reply Comments at 2-3. 
41 Id. 
42 Id. 
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Federal Communications Commission FCC 98-18 
scrutiny of such transactions prior to action by the Commission.~3 We also find, based on our 
experience reviewing proforma applications, that proforma transfers and assignments rarely, if 
ever, raise consumer issues, because the ultimate control of the licensee -- which has already been 
subject to Commission review and approval -- does not change as a result of the transaction. The 
comments uniformly support this view. Several commenters contend that most proforma 
transactions do not affect consumers at all, but merely reflect internal reorganizations and non­
substantial structural changes in the licensee.44 360 ° asserts that pro farina transactions typically 
propose only internal corporate reorganizations, and by their nature would not result in any 
change in the entity controlling the licensee.45 We conclude that forbearance will not deprive 
consumers of protection because the Commission will continue to review any transfer or 
assignment that would result in a substantial change in a licensee's ownership or control.46 
Moreover, in the unlikely event that a proforma transfer or assignment raises such issues, the 
streamlined procedures we are adopting today will provide an opportunity for Commission 
reconsideration if necessary. 47 
3. Public Interest 
15. Background. The third prong of the section 10 forbearance standard requires that 
forbearance be consistent with the public interest.48 FCBA makes four arguments to support its 
assertion that this prong is met. First, FCBA asserts that forbearance would promote the public 
interest by allowing carriers to make non-substantial changes to their ownership structure or 
internal organization without delay to respond to competition. ~ 9 Second, FCBA argues that 
advance approval for proforma assignments and transfers is not needed to safeguard the public 
interest.because no meaningful public interest determination is made when such applications are 
reviewed. 50 Third, FCBA argues that eliminating the application requirements for pro form a 
transactions will allow a more efficient use of scarce public and private resources. 51 Finally, 
0 See, e.g., AMTA Comments at 3, CTIA Comments at 2-3, 360° Reply Comments at 2-3, GTE 
Comments at 3. 
44 CTIA Comments at 3, AMTA Comments at 3, GTE Comments at 3. 
45 360 ° Reply Comments at 2. 
46 47 u.s.c. § 309. 
47 See Section 111.C., infra." 
48 47 u.s.c. § 160(aX3). 
49 FCBA Petition at 9-10. 
50 Id at 10-12. 
'
1 Id at 13-14. 
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Federal Communications Commission FCC 98-18 
FCBA asserts that forbearance will promote uniformity among services because different 
procedures exist for processing pro forma applications in different wireless services. 52 
Commenters uniformly support FCBA's arguments. and offer numerous examples of the increased 
public benefit that would result from forbearance. 53 
16. Discussion. We find that, provided certain procedures discussed below are in place, 
forbearance from section 3 IO(d) requirements for proforma transactions is consistent with the 
public interest. Forbearance will promote competition by allowing carriers to change their 
ownership structure or internal organization without regulatory delay where such delay serves no 
useful function. Such efficiency will increase wireless carriers' ability to compete in today's 
marketplace, a goal frequently advocated by Congress54 and the Commission. 55 
17. For example, FCBA notes that licenses often must be transferred or assigned 
internally as a result of merging local subsidiaries into new business units such as regional or 
national corporations in order to respond to competitors' business strategies.56 Alternatively, after 
two or more carriers merge during the course of a substantial transfer or assignment, the merged 
company may need to reorganize internally and make non-substantial changes in order to bring 
different services under common management. 57 In both of these examples, carriers currently 
must file applications for pro form a assignments or transfers well in advance of the desired 
transaction and wait for Commission processing and grant of such applications, despite the fact 
5~ Id. 
5
; See. e.g., Century Cellnet Comments at 5, GTE Comments at 3, 360° Reply Comments at 3-4, 
AirTouch Comments at 1-3. 
s.i In enacting the Act, Congress directed -the Commission to: 
provide for a pro-competitive, deregulatory national policy framework designed to 
accelerate rapidly private sector deployment of advanced telecommunications and 
infonnation technologies and sources to all Americans by opening all telecommunications 
markets to competition. 
-H.R. Conf. Rep. No. 458, at 113 (1996), reprinted in 1996 U.S.C.C.A.N. 124 {1996). 
55 See Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993, 
Annual Report and Analysis of Competitive Market Conditions with Respect to Commercial Mobile 
Services, Second Report, FCC 97-75, 12 FCC Red 11266, 11273 (1997) (Commission has continued 
systematically to remove regulatory barriers in order to facilitate competition among commercial mobile 
radio carriers). 
56 FCBA Petition at 9-10. 
'
1 Id 
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Federal Communications Commission FCC 98-18 
that the changes would not result in a substantial change in ownership or control.58 Such 
regulatory delay hampers carriers' ability to respond efficiently to competitive conditions. 
18. We also conclude that advance Commission approval of proforma assignments and 
transfers is not needed because such transactions, by their nature, do not change the underlying 
ownership or control of licensees that the Commission has already reviewed and approved. As 
noted above, proforma transactions are considered presumptively in the public interest because 
no substantial change of control is involved. Therefore, the only purpose of reviewing proforma 
applications in advance is to determine that they are, in fact, proforma in nature. While this is 
a legitimate objective, we believe the same objective can be accomplished just as effectively and 
far more t fficiently through a notification procedure. The vast majority of proforma applications 
are for routine transactions where the proforma nature of the transaction is self-evident. As 
FCBA notes, the Commission uses the information in these applications merely to update its 
ownership and control records, which, as noted below, can be accomplished just as easily by 
requiring written proof of a transaction after it has occurred or by requiring licensees to file 
updated forms after the transaction is complete.59 
19. We further conclude that requiring prior review of hundreds of routine applications 
a year is not needed to protect against the rare instance in which an applicant may file a pro 
forma application that should be treated as non-proforma. Under the forbearance procedures 
adopted herein, interested parties will have an opportunity to challenge and seek reconsideration 
of any proforma transaction granted by notification, and the Commission will retain the authority 
to rescind its approval of any purported pro forma transaction that it determines involves a 
substantial change of control. We will also continue to require prior review of all substantial 
transfers and assignments and will evaluate the public interest implications of such proposed 
transactions as required by the Act.60 We believe that elimination of the pre-transaction 
application and approval requirements for proforma transactions will allow a more efficient use 
of scarce public and private resources. Additionally, forbearance will allow Bureau personnel to 
focus on non-proforma applications for transfers and assignments that involve actual changes of 
control, as well as the initial review of new licensees.61 
20. Forbearance will also eliminate a significant and unnecessary expenditure of carrier 
and Commission resources. As FCBA and numerous commenters note, carriers must devote 
significant time and resoilrces to prepare and file proforma applications, track their status, and 
58 Id. at 10. 
s9 Id. 
60 47 u.s.c. § 309. 
61 In 1996, Bureau staff processed 274 paging, 577 cellular, and 44 PCS transfer and assignment 
applications .. Of these, 84 paging, 464 cellular, and. 25 PCS applications were proforma in nature. In 
1997, Bureau staff processed 213 paging, 4 75 cellular, and 501 PCS transfer and assignment applications. 
Of these, 80 paging, 308 cellular, and 445 PCS applications were proforma in nature. · 
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Federal Communications Commission FCC 98-18 
ensure that the transactions are consummated in the time allotted or seek time extensions.62 For 
example, 360 ° holds over 700 wireless licenses through subsidiaries, and notes that if it were to 
reorganize itself by adding even a single subsidiary, under current rules it would need to file over 
175 FCC forms and pay approximately $60,000 in filing fees.63 AMTA notes that because fees 
for transfers and assignments are calculated per call sign, even non-substantial transactions may 
involve prohibitively high costs, as even small businesses frequently have multiple call signs.64 
Forbearance will free up these resources so that carriers can concentrate on providing competitive 
telecommunications services. FCBA also notes that existing procedures for pro forma 
transactions are a strain on Commission resources, because staff must process filing fees, assign 
file numbers, review applications for completeness, and prepare public notices of grants.65 
Forbearance from these activities will allow the Commission to deploy its resources more 
efficiently. 
21. Finally, forbearance will promote uniformity among services, as all wireless 
telecommunications carriers will be subject to the forbearance adopted in this Order.66 Licensees 
that hold authorizations in different wireless telecommunications services, such as PCS, paging, 
and cellular, will be able to make pro forma changes efficiently without filing multiple 
applications for each license and service. Thus, forbearance will facilitate proforma transactions 
that include multiple services or licenses, ~uch as an internal reorganization of a company that 
holds numerous licenses. 
4. Licensees Affected 
22. Background. FCBA requests that we adopt forbearance of section 310( d) 
requirements for all non-substantial transactions involving telecommunications carriers licensed 
by the Bureau.67 A telecommunications carrier, as defined by the Act, is "any provider of 
telecommunications services,"68 and "telecommunications service" is in turn defined as the 
offering of telecommunications for a fee directly to the public, or to such classes of users as to 
62 FCBA Petition at 13-14; see also Century Cellnet Comments at 5, GTE Comments at 3', AirTouch 
Comments at 1-3. 
63 360° Reply Comments at 3. 
64 AMTA Comments at 3-5. 
65 FCBA Petition at 13-14. 
66 See discussion on the scope of this proceeding, paragraphs 22-24, infra. 
67 FCBA Petition at 2. 
68 47 u.s.c. § 153(44). 
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Federal Communications Commission FCC 98-18 
be effectively available to the public. 69 In its petition, PCIA initially proposed that forbearance 
be applied only to broadband PCS carriers .. but in its reply comments, PCIA agrees with 
commenters who contend that forbearance should be applied equally to all commercial mobile 
radio services (CMRS) licensees.7° Commenters who address this issue generally urge the 
Commission to apply forbearance broadly, either to all CMRS licensees or to all wireless 
telecommunications carriers licensed by the Bureau. Commenters contend that wireless carriers 
are uniformly subject to competitive pressures brought on by the tremendous growth in the 
wireless industry, and that the federal mandate to promote regulatory parity among wireless 
services does not permit disparate treatment. 71 
23. Discussion. We conclude that the record establishes sufficient justification to forbear 
from enforcing section 310( d) requirements as they apply to all telecommunications carriers 
licensed by the Bureau. We believe, based on the record, that forbearance will enhance 
competition among telecommunications carriers and serve the public interest. As noted above, 
many commenters support broad forbearance for CMRS providers, based on Congress' mandate 
when it enacted the 1993 Omnibus Reconciliation Act that similar mobile services receive similar 
regulatory treatment. 72 We also believe that the same forbearance should be extended to wireless 
telecommunications carriers who are not CMRS providers, e.g., common carrier microwave 
licensees. While fewer commenters expressly addressed this issue, we note that no commenter 
expressly opposed FCBA' s proposal to extend forbearance to all telecommunications carriers 
licensed by the Bureau, and we see no reason to distinguish among different categories of 
telecommunications carriers in this regard. 
24: Therefore, subject to the exceptions discussed below, we will apply forbearance from 
section 310( ~) requirements for proforma applications uniformly to telecommunications carriers 
licensed under Part 21 (domestic public fixed radio services), Part 22 (public mobile radio 
services), Part 24 (personal communications services), Part 27 (wireless communications services), 
Part 90 (private land mobile radio services), and Part 101 (fixed microwave services) of our rules. 
However, as discussed above, the forbearance provisions of this Order do not apply to licensees 
69 47 u.s.c. § 153(46). 
70 PCIA Petition 1ll 1-2, PCIA Reply .Comments at 3-4. 
71 &e CONXUS Comments at 2; AT&T Comments at I, 9; Bell Atlantic NYNEX Comments at i; 
BellSouth Comments at 3-4; CTIA Comments at 2-3; AMTA Comments at 2; RTG Comments at 7. 
72 Omnibus Budget Reconciliation Act of 1993, Pub. L. No. 103-66, Title VI, § 6002(b). amending 
the Communications Act of 1934 and codified at 47 U.S.C. § 332(d)(l) (Commission must establish rules 
to promote competitive market conditions and enhance competition among CMRS providers). See also 
Implementation of Sections 3(n) and 332 of the Communications Act, GEN Docket No. 93-252, Second 
Report and Order, 9 FCC Red 1411, 1418 (1994) (similar commercial mobile radio services must be 
accorded similar regulatory treatment); Implementation of Sections 3(n) and 332 of the Communications 
Act, GEN Docket No. 93-252, Third Report and Order, 9 FCC Red 7988, 7996 (1994) (mobile services 
must be treated similarly if they compete against each other). 
6306 
Federal Communications Commission FCC 98-18 
governed by these rule parts who do not meet the statutory definition of "telecommunications 
carrier." Under section 10, our forbearance authority only extends to telecommunications carriers 
and telecommunications services. It does not apply to services such as public safety and private 
point-to-point microwave, which do not involve the provision of "telecommunications service," 
i.e., the offering of telecommunications for a fee to the public, or to such classes of users as to 
be effectively available to the public. 73 Thus, licensees in these non-telecommunications services 
will continue to be subject to existing procedures with respect to pro forma applications for 
assignment and transfer. We recognize that in some instances, this may cause inconvenience to 
licensees who hold both telecommunications and non-telecommunications licenses, because they 
will be unable to use the streamlined notification procedures adopted in this Order with respect 
to their non-telecommunications licenses. However, because section 10 does not extend 
forbearance to non-telecommunications services, we are constrained from applying these 
procedures more broadly. Nevertheless, in order to minimize any disparity in our treatment of 
non-telecommunications as compared to telecommunications licenses, we intend to consider 
adoption of expedited procedures for pro forma transfers and assignments of 
non-telecommunications licenses in an upcoming rulemaking implementing the Universal 
Licensing System for wireless services. 74 
5. Exceptions to Forbearance 
25. While we will generally apply forbearance to proforma transactions involving 
telecommunications carriers, we conclude that existing procedures should continue to apply to 
applications for proforma transactions involving licensees subject to the Commission's unjust 
enrichment provisions,75 i.e., licensees that hold licenses on spectrum blocks restricted to 
designated entities,76 or licensees that utilize installment financing77 or have received bidding 
credits during the competitive bidding process.78 Because proforma transactions involving these 
licenses may affect financial obligations to the Commission, transfer and assignment applications 
by these licensees are processed differently than other pro forma applications, and require 
73 47 u.s.c. §§ 153(44), (46). 
1
"' The Commission is currently developing the Universal Licensing System (ULS) to integrate its 
licensing databases and provide for electronic filing of wireless applications, including transfer and 
assignment requests. In the upcoming rulemaking, we will make proposals to streamline our licensing 
rules in order to fully implement ULS. 
75 47 C.F.R. § 1.2111. 
76 47 C.F.R. § 1.211 l(b). 
77 47 C.F.R. § 1.211 l(c). 
78 47 C.F.R. § 1.211 l(d). 
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Federal Communications Commission FCC98-18 
additional review, paperwork, and coordination, as well as additional processing time. 79 Each 
transaction involving a license subject to unjust enrichment provisions must be carefully 
scrutinized to ensure that the proposed transaction, even if pro Jonna in nature, would not violate 
any of our unjust enrichment rules. We must also process additional paperwork related to any 
installment financing or bidding credits, and coordinate the approval of financial documentation 
with the applicant and the U.S. Department of Treasury. 
26. We do not find that licensees subject to our unjust enrichment provisions meet the 
section 10 forbearance standard. Because these licensees have received financial benefits and 
have continuing financial obligations to the Commission and, in turn, to the public, even a pro 
Jonna transfer from one affiliated entity to another may have implications with respect to the 
transferee's eligibility for the same financial benefits, the ability of the transferee to meet its 
financial obligations, and the ability of the Commission to take recourse in the event of default 
or unjust enrichment. We believe that continued application of our section 310( d) procedures 
in such circumstances is in the public interest, because it enables us to review the financial 
implications of the transfer before approving it. 80 Therefore, we will continue to enforce our 
section 310( d) prior notice and approval requirements as applied to those licenses subject to our 
unjust enrichment provisions. 
27. We also conclude that existing pro Jonna application procedures should be retained 
in connection with transfers arising out of shareholder proxy contests. In our 1986 Tender Offer 
Policy Statement, we stated that changes in the composition of a licensee's board of directors 
resulting from a proxy contest must be carefully analy:zed in terms of potential outcome in order 
to determine the appropriate transfer procedures.81 Although we recogniz.ed that in many 
instances, such changes do not constitute a transfer of control that would require prior 
Commission approval, we concluded that under limited circumstances, a change in corporate 
management arising from a proxy contest could result in a substantial transfer of control to 
persons or persons or entities who had not been subject to prior Commission review.82 Therefore, 
we concluded that transfer applications arising out of proxy contests could be filed under our pro 
79 Public Notice, "Wrreless Telecommunications Bureau, Commercial Wrreless Division Issues 
Transfer and Assignment Procedures for Commercial Mobile Radio Service Licenses Subject to the Unjust 
Enrichment Provisions," DA 97-653 (rel. Apr. 2, 1997). 
80 See 47 C.F.R § 1.211. 
81 Tender Offer Policy Statement, 59 Rad.Reg. 1536, 1541 (because transfers of control are so fact­
specific, Commission is not able to make broad categorical pronouncements regarding changes to boards 
of directors resulting from proxy contests). 
82 Id., citing Committee for Full Value of Storer Communications, Inc., Memorandum Opinion and 
Order, 101FCC2d 434 (1985), ajf'd sub nom Storer Communications Inc. v. FCC, 763 F.2d 436 (D.C. 
Cir. 1985). See also Lin Broadcasting Corporation, Order, DA 89-726 (1989) (Commission must base 
decision only on permissibility of proforma transfer before it, and maintain position of regulatory 
neutrality in light of alleged hostile takeover). 
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Federal Communications Commission FCC 98-18 
forrna transfer and assignment procedures, but that applicants would also be required to 
supplement their applications with infonnation on citiz.enship, other attributable interests, and 
other relevant infonnation. 83 
28. Because each transaction involving a proxy mechanism requires careful analysis of 
the potential outcome to ensure that there is no substantial transfer of control, based on the record 
before us, we do not believe that forbearance from our prior notification and application 
procedures in this context meets the public interest prong of the section 10 forbearance standard. 
We note that neither FCBA nor any of the commenters have specifically addressed whether 
forbearance should be extended to proxy-related transfers. To ensure that a proxy contest does 
not result in control passing to persons or persons or entities who have not been subject to prior 
Commission review, we continue to believe that the Commission should review such potential 
changes in corporate management prospectively under existing pro forrna procedures. Therefore, 
we decline to extend forbearance to pro forrna transactions involving use of proxy mechanisms 
at this time. 
C Procedures Adopted for Pro Forma Transfers and Assignments 
29. Background. Under our current rules, when a telecommunications carrier files an 
application for consent to transfer control of its license or assign its license, it must file either 
an FCC Form 490, "Application for Assignment of Authorization or Consent to Transfer of 
Control of Licensee," or, if it is a common carrier microwave licensee, a Form 702, "Application 
for Consent to Assignment of Radio Station Construction Authorization or License for Stations 
in Services Other than Broadcast," or Form 704, "Application for Consent to Transfer of 
Control." These forms contain infonnation on the assignee or transferee, new licensee 
infonnation, basic licensee qualifications, and certifications by the assignor/assignee or 
transferor/transferee. The forms must be accompanied by a description of the transaction and a 
public interest showing. Additionally, if not a common carrier microwave licensee, the assignee 
or transferee must file a report qualifying it as a common carrier radio licensee by filing an FCC 
Form 430 unless a current report is already on file with the Commission.84 
30. The Bureau makes every attempt to process pro forrna transactions within 30 days, 
but can not guarantee grant by date certain, especially at the end of the calendar year.85 
Additionally, those non-substantial transactions subject to the Commission's unjust enrichment 
provisions, 4 7 C.F .R § 1.2111, are processed no earlier than ninety days from the filing date of 
83 Tender Offer Policy Statement, 59 Rad.Reg. 1536, 1541 (proxy challenge to replace majority of 
board of directors not, as a matter of law, a substantial transfer of control, but Commission requires 
supplemental information to perform analysis of licensee qualification). 
84 See 47 C.F.R §§ 22.137(a), 24.839(b)(3), 90.153(a). 
85 Public Notice, "Wireless Telecommunications Bureau, Commercial Wrreless Division Issues 
Transfer and Assignment Procedures for Commercial Mobile Radio Service Licenses Subject to the Unjust 
Enrichment Provisions," DA 97-653 (rel. Apr. 2, 1997). 
6309 
Federal Communications Commission FCC 98-18 
the application, 86 as they involve additional paperwork and review and the coordination of the 
loan documentation with the applicant and the United States Department ofTreasury.87 Once the 
transfer or assignment has been approved, the Commission places the grant of the proforma 
transaction on public notice as approved, and sends the applicant a consent authorization, FCC 
Fonn 726-C for Cl\1RS licensees or FCC Fonn 732-C for common carrier microwave licensees. 
Applicants other than common carrier microwave applicants must respond in writing within sixty 
days of the Fonn 726-C and certify that the approved transaction has been consummated.88 As 
a result of our recent Part 101 proceeding, which consolidated our point-to-point microwave 
rules, common carrier microwave licensees are subject to streamlined procedures for transfers and 
assignments which vary slightly from the procedures used by other telecommunications carriers. 89 
While they must file an application prior to a proposed transfer or assignment transaction, they 
do not need to file a post-consummation letter or an FCC Fonn 430.90 
31. Commenters suggest various alternatives for streamlining these processes under our 
section I 0 forbearance authority. FCBA acknowledges that the Commission's licensing records 
must be kept current, and suggests that in order to do so, the Commission continue to require 
carriers to report non-substantial ownership or control changes via letter after consummation, such 
as within a 30-day period after the transaction has been consummated.91 In the alternative, FCBA 
suggests that the Commission could adopt rules requiring the filing of an updated licensee 
ownership form, such as the FCC Fonn 430, which would note such non-substantial ownershi~ 
or control changes either on an annual basis or within some stated period after consummation. 
FCBA also suggests that, if the identity of the license holder changes as a result of a non­
substantial assignment, the licensee should request reissuance of the license in the new name via 
letter, consistent with the current procedure for simple corporate name changes.93 To prevent 
unapproved substantial changes in ownership and control from occurring as a result of repeated 
non-substantial transactions over time, FCBA suggests that the Commission require licensees, in 
their post-consummation filings, to certify that the transaction, together with all previous non-
86 Id 
87 Id 
88 &e 47 C.F.R §§ 22.137(b), 27.324(b)(3), 90.153(b). 
89 Reorganization and Revision of Parts 1, 2, 21 and 94 of the Rules to Establish a New Part 101 
Governing Terrestrial Microwave Fixed Radio Services, Wf Docket No. 94-148, Report and Order, 11 
FCC Red 12449, 13458 (1996) (hereinafter Part 101 Report and Order). 
90 Id.; see also 47 C.F.R § 101.53. 
91 FCBA Petition at 11-12. 
92 Id 
93 Id at 12; see also AMI'A Comments at 5-6. 
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Federal Communications Commission FCC 98-18 
substantial transactions, does not result in a change of de jure or de facto control of the licensee.94 
AMT A and PCIA support this suggestion. 95 
32. Discussion. We agree that the Commission's recordkeeping needs would be best 
addressed by requiring written notification of a proforma transaction within a certain time period 
after the transaction is completed. Such procedures will ensure that the Commission's records 
are current, and a clear public record exists of the changes that resulted from any proforma 
transaction. Also, the procedures adopted are slight modifications of existing rules which should 
be familiar to every telecommunications carrier. We disagree with those commenters who 
suggest that no written notification of a proforma transaction should be required, or that such 
proof should only be required in annual filings. Such procedures would allow more time to 
elapse after consummation than is currently permitted, and would also allow the Commission's 
public records to quickly become outdated. 
33. We therefore adopt several of the proposals suggested by commenters as a condition 
of the adopted forbearance and amend the transfer and assignment sections of our mles in Parts 
22, 24, 27, 90, and 101, as follows. We adopt FCBA's proposal that within 30 days after 
consummation of a pro forma transaction, the licensee must submit written proof of such 
transaction either in letter form or by filing the appropriate transfer or assignment form currently 
in use, z.e., Form 490, 702, or 704,96 so that we can place its application on public notice as 
granted. This 30-day notification requirement is a slight modification of our current requirement 
that licensees notify us within 60 days of consummation and of our streamlined procedures for 
common carrier microwave licensees. However, we believe that, despite this shortened 
notification period, licensees will benefit from our streamlined procedures, ac; they will no longer 
have to seek pre-transaction approval by the Commission prior to consummating a proforma 
transaction. Common carrier microwave licensees will no longer have to seek pre-transaction 
approval, but will only have to provide post-consummation information. This modification treats 
all telecommunications carriers alike and allows them to take- advantage of "our streamlined 
procedures. 
34. Additionally, if a licensee chooses to notify us of a proforma transaction in a letter 
form, the post-transaction notification letter must contain the licensee's certification that the 
subject transfer or assignment is non-substantial and that, together with all previous non­
substantial transactions, it does not involve a change in the ultimate de facto or de jufe control 
94 Id. 
95 AMT A Comments at 5-6, PCIA Reply Comments at 3. 
96 In order to obtain streamlined processing under these procedures, licensees who use Form 490, 
702, or 704, rather than a letter, to notify us of the transaction should indicate on the form, as they 
currently do, that the transaction is proforma. In addition, these requirements could be subject to further 
modification in our upcoming ULS proceeding. Seen. 74, supra. Our ULS proposals may slightly modify 
the procedures we adopt in this Order by requiring the use of a new post-consummation form for 
electronic filing. We will take appropriate acti9n upon the final determination of thes~ proposals. 
6311 
Federal Communications Commission FCC 98-18 
of the licensee. If the transfer or assignment of more than one license is involved, a single letter 
may be filed, so long as all licenses affected by the transfer· are identified by call sign in the 
letter. 
35. In addition to requmng post-consummation notification, we conclude that the 
licensees must concurrently provide updated ownership information in order to ensure that the 
public has a record of any changes that have occurred to their ownership structure. Therefore, 
we continue to require each assignee or transferee to file an updated ownership report on FCC 
Form 430 when it notifies us of the consummated transaction, unless an updated report is already 
on file with the Commission.97 If the licensee's name has changed as a result of the transaction, 
it must request reissuance of the license in th~ new name. as is currently required.98 Additionally, 
a licensee that transfers or assigns its license within three years of receiving the license through 
competitive bidding remains subject to the reporting requirements of section 1.211 l(a) of our 
rules.99 Such licensee must file the documentation required by this rule when it files its post­
consummation notification. 
36. Upon receipt of the Form 490, 702 or 704 or letter notification from the parties, the 
Commission will place the transaction on public notice as granted. This will provide an 
opportunity for public scrutiny of the transaction. Moreover, any interested party who objects 
to the transaction may, within 30 days from the date upon which public notice is given, file a 
petition requesting reconsideration. 100 We believe this procedure will protect the public interest 
by deterring any attempt to misuse our processes and by providing the public with accurate 
information regarding Commission licensees. 
IV. PROCEDURAL MATTERS 
37. Paperwork Reduction Act Analysis. This Memorandum Opinion and Order contains 
an information collection that was submitted to the Office of Management and Budget (OMB) 
for emergency approval under the Paperwork Reduction Act (estimated date of publication in the 
Federal Register is February 9, 1998). 
V. ORDERING CLAUSES 
38. Accordingly, IT IS ORDERED THAT Parts 22, 24, 27, 90, and 101 of the 
Commission's Rules ARE AMENDED as specified in Appendix A, effective _ _30 days after 
publication in the Federal Register. 
97 See 41 C.F.R. §§ 22.137(a), 24.839(bX3), 90.153(a). If such a report is on file, the assignee or 
transferee must update this report to reflect any changes. 
91 47 C.F.R. § 1.65. 
99 47 C.F.R. § 1.21 ll(a). 
100 See 41 U.S.C. § 405; see also 41 C.F.R. § l.106(b). 
6312 
Federal Communications Commission FCC 98-18 
39. Additionally, IT IS ORDERED THAT, pursuant to sections 4(i) and IO of the 
Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i) and 160, the Petition for 
Forbearance filed by the Federal Communications Bar Association Wireless Telecommunications 
Practice Committee on February 4, 1997 is GRANTED IN PART and DENIED IN PART to the 
extent discussed above. 
40. Additionally, IT IS ORDERED THAT, pursuant to sections 4(i) and IO of the 
Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i) and 160, the Petition for 
Forbearance filed by the Broadband Personal Communications Services Alliance of the Personal 
Communications Industry Association on May 22, 1997 is GRANTED IN PART to the extent 
discussed above. 
FEDERAL COMMUNICATIONS COMMISSION 
Magalie Roman Salas 
Secretary 
6313 
Federal Communications Commission FCC 98-18 
APPENDIX A 
FINAL RULES 
Parts 22, 24, 27, 90, and 101 of Title 47 of the Code of Federal Regulations are amended to read 
as follows: 
PART 22 - PUBLIC MOBILE SERVICES 
1. The authority citation for Part 22 continues to read as follows: 
Authority: 47 U.S.C. 154, 303, unless otherwise noted. 
2. Section 22.137 is amended by adding paragraph (a)(l) and revising paragraph (b) to 
read as follows: 
§ 22.137 Assignment of authorization; transfer of control. 
*** 
(a) *** 
(1) Forbearance from pro forma assignments and transfers of control. Licensees that are 
telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined procedures 
for proforma, i.e., non-substantial, transfers and assignments. A proforma assignee or transferee 
is not required to seek prior FCC approval for the transaction, but must notify the FCC no later 
than 30 days after the event causing the assignment or transfer, either by filing an FCC Form 490 
or in letter form. If a letter is submitted, it must contain a certification that the transfer or 
assignment is non-substantial and, together with all previous non-substantial transactions, does 
not involve a change in the licensee's ultimate control. A single letter may be filed for a transfer 
or assignment of control of more than one authorization if each authorization affected is identified 
by call sign. Licensees must concurrently update ownership information on their FCC Form 430, 
if necessary. 
(b) Notification of completion. Assignments and transfers of control must be completed within 
60 days of FCC approval, except those licensees subject to the streamlined procedures of 
paragraph (a)(l). ••• 
••••• 
6314 
Federal Communications Commission FCC 98-18 
PART 24 - PERSONAL COMMUNICATIONS SERVICES 
3. The authority citation for Part 24 continues to read as follows: 
Authority: 47 U.S.C. 154, 301, 302, 303, 309 and 332. 
4. Section 24.439 is amended by adding paragraph (a)(3) to read as follows: 
§ 24.439 Transfer of control or assignment of station authorization. 
(a) *** 
(3) Forbearance from pro forma assignments and transfers of control. PCS licensees that 
are telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined 
procedures for proforma, i.e., non-substantial, transfers and assignments. A proforma assignee 
or transferee is not required to seek prior FCC approval for the transaction, but must notify the 
FCC no later than 30 days after the event causing the assignment or transfer, either by filing an 
FCC Form 490 or in letter form. If a letter is submitted, it must contain a certification that the 
transfer or assignment is non-substantial and, together with all previous non-substantial 
transactions, does not involve a change in the licensee's ultimate control. A single letter may be 
filed for a transfer or assignment of control of more than one authorization if each authorization 
affected is identified by call sign in the letter. Licensees must concurrently update ownership 
information on their FCC Form 430, if necessary. 
***** 
5. Section 24.839 is amended by adding paragraph (a)(l) to read as follows: 
§ 24.839 Transfer of control or assignment of license. 
(a) *** 
(I) Forbearance from pro forma assignments and transfers of control. PCS licensees that 
are telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined 
procedures for proforma, i.e., non-substantial, transfers and assignments. A pro for ma assignee 
or transferee is not" required to seek prior FCC approval for the transaction, but must notify the 
FCC no later than 30 days after the event causing the assignment or transfer, eit.h.er by filing an 
FCC Form 490 or in letter form. If a letter is submitted, it must contain a certification that the 
transfer or assignment is non-substantial and, together with all previous non-substantial 
transactions, does not involve a change in the licensee's ultimate control. A single letter may be 
filed for a transfer or assignment of control of more than one authorization if each authorization 
affected is identified by call sign in the letter. Licensees must concurrently update ovmership 
information on their FCC Form 430, if necessary. 
***** 
6315 
Federal Communications Commission FCC 98-18 
PART 27 - WIRELESS COMMUNICATIONS SERVICES 
6. The authority citation for Part 27 continues to read as follows: 
Authority: 47 U.S.C. sections 154, 301, 302, 303, 307, 309, and 332. 
7. Section 27.324 is amended by adding paragraph (a)(3) and revising paragraph (b)(3) 
as follows: 
§ 27.324 Transfer of control or assignment of station authorization. 
(a) *** 
(3) Forbearance from pro forma assignments and transfers of control. WCS licensees that 
are telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined 
procedures for proforma, i.e., non-substantial, transfers and assignments. A proforma assignee 
or transferee is not required to seek prior FCC approval for the transaction, but must notify the 
FCC no later than 30 days after the event causing the assignment or transfer, either by filing an 
FCC Form 490 or in letter form. If a letter is submitted, it must contain a certification that the 
transfer or assignment is non-substantia! and, together with all previous non-substantial 
transactions, does not involve a change in the licensee's ultimate control. A single letter may be 
filed for a transfer or assignment of control of more than one authorization if each authorization 
affected is identified by call sign in the letter. Licensees must concurrently update ownership 
information on their FCC Form 430, if necessary. 
*** 
(b )(3) Notification of completion. The Commission shall be notified by letter of the date of 
completion of the assignment or transfer of control, except those licensees subject to the 
streamlined procedures of paragraph (a)(3). *** 
***** 
PART 90 - PRIVATE LAND MOBILE RADIO SERVICES 
8. The authority citation for Part 90 continues to read as follows: 
Authority: Secs. 4, 252-2, 303, 309, and 332, 48 Stat. 1066, ·1082, as amended; 47 ·U.S.C. 154, 
251-2, 303, 309 and 332, unless otherwise noted. 
9. Section 90.153 is amended by adding paragraph (a)(l) and revising-paragraph (b) to 
read as follows: 
6316 
Federal Communications Commission FCC 98-18 
§ 90.153 Transfer or assignment of station authorization. 
*** 
(a) *** 
(1) Forbearance from pro !Orma assignments and transfers of control. Licensees that are 
telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined procedures 
for proforma, i.e., non-substantial, transfers and assignments. A proforma assignee or transferee 
is not required to seek prior FCC approval for the transaction, but must notify the FCC no later 
than 30 days after the event causing the assignment or transfer, either by filing an FCC Form 490 
or in letter form. If a letter is submitted. it must contain a certification that the transfer or 
assignment is non-substantial and, together with all previous non-substantial transactions, does 
not involve a change in the licensee's ultimate control. A single letter may be filed for a transfer 
or assignment of control of more than one authorization if each authorization affected is identified 
by call sign in the letter. Licensees must concurrently update ownership information on their 
FCC Form 430, if necessary. 
*** 
(b) Notification of completion. Assignments and transfers of control of commercial mobile 
radio licenses must be completed within sixty (60) days of Commission approval, except those 
licensees subject to the streamlined procedures of paragraph (a)(l ). *** 
***** 
PART 101 - FIXED MICROWAVE SERVICES 
10. The authority citation for Part 101 continues to read as follows: 
Authority: 47 U.S.C. 154, 303. 
11. Section 101.53 is amended by adding section (a)(l) to read as follows: 
§ 101.53 Assignment or transfer of station authorization. 
(a) *** 
(1) Forbearance from pro (orma assignments and transfers of control. Licensees that are 
telecommunications carriers as defined in 47 U.S.C. § 153 are subject to streamlined procedures 
for proforma, i.e., non-substantial, transfers and assignments. A proforma assignee or transferee 
is not required to seek prior FCC approval for the transaction, but i:nust notify the FCC no later 
than 30 days after the evei;it causing the assignment or transfer, either by filing an FCC Form 490 
or in letter form. If a letter is submitted, it must contain a certification that the transfer or 
assignment is non-substantial and, together with all previous non-substantial transactions, does 
not involve a change in the licensee's ultimate control. A single letter may be filed for a transfer 
or assignment of control of more than one authorization if each authorization affected is identified 
6317 
Federal Communications Commission FCC 98-18 
by call sign in the letter. Licensees must concurrently update ownership information on their 
FCC Form 430, if necessary. 
***** 
6318 
Federal Communications Commission FCC 98-18 
APPENDIX B 
LIST OF COMMENTERS AND SHORT-FORM CITATIONS USED 
Signatories to FCBA Petition for Forbearance 
360 ° Communications Company (360 o ) 
AirTouch Communications, Inc. (AirTouch) 
ALLTELL Mobile Communications, Inc. (ALLTELL) 
Arch Communications Group, Inc. (Arch Communications) 
AT&T Wireless Services, Inc. (AT&T) 
BellSouth Corporation (BellSouth) 
Benbow PCS Ventures,Inc. (Benbow) 
Cellular Telecommunications Industry Association (CTIA) 
CMT Partners (CMT) 
CN WAN Corporation (CN WAN) 
Comcast Cellular Communications, Inc. (Comcast) 
CommNet Cellular, Inc. (CommNet) 
Cox Enterprises, Inc. (Cox) 
Devon Mobile Communications, L.P. (Devon Mobile) 
Frontier Cellular Holding, Inc. (Frontier) 
GTE Service Corporation (GTE) 
MCG PCS, Inc. (MCG) 
Metrocall, Inc. (Metrocall) 
Nextel Communications, Inc. (Nextel) 
Pacific Telecom Cellular, Inc. (Pacific Telecom) 
Pagemart Wireless, Inc. (Pagemart) 
Paging Network, Inc. (Paging Network) 
Personal Communications Industry Association (PCIA) 
PriCellular Corporation (PriCellular) 
PrimeCo Personal Communications, L.P. (PrimeCo) 
R&S PCS, Inc. (R&S) 
Southwestern Bell Mobile Systems, Inc. (Southwestern Bell Mobile) 
Southwestern Bell Wireless, Inc. (Southwestern Bell Wireless). 
Sprint Spectrum L.P. (Sprint Spectrum) 
United States Cellular, Inc. (Unites States Cellular) 
US WEST, Inc. (US WEST) 
Vanguard Cellular Systems, Inc. (Vanguard) 
Western Wireless Corp. (Western Wireless) 
6319 
Federal Communications Commission 
Comments Filed to FCBA Petition for Forbearance - Filed March 13, 1997 
AirTouch Communications, Inc. (AirTouch) 
American Mobile Telecommunications Association. Inc. (AMT A) 
Cellular Telecommunications Industry Association (CTIA) 
GTE Service Corporation (GTE) 
Reply Comments - Filed March 28, 1997 
360 o Communications Company (360 o ) 
Arch Communications Group, Inc. (Arch Communications) 
BellSouth Corporation (BellSouth) 
Century Cellnet, Inc. (Century Cellnet) 
Personal Communications Industry Association (PCIA) 
PrimeCo Personal Communications, L.P. (PrimeCo) 
Comments Filed to PCIA Petition for Forbearance - Filed July 2, 1997 
America One Communications, Inc. (America One) 
American Mobile Telecommunications Association, Inc. (AMT A) 
AT&T Wireless Services, Inc. (AT&T) 
Bell Atlantic NYNEX Mobile, Inc. (Bell Atlantic NYNEX) 
BellSouth Corporation (BellSouth) 
Cellnet of Ohio, Inc. (Cellnet) 
Cellular Telecommunications Industry Association (CTIA) 
Competitive Telecommunications Association (CompTel) 
CONXUS Communications, Inc. (CONXUS) 
General Wireless, Inc. (GWI) 
GTE Service Corporation (GTE) 
KCI Communications Corp. d/b/a/ One Source (One Source) 
MCI Communications Corporation (MCI) 
National Wireless Resellers Association (NWRA) 
Nextel Communications, Inc. (Nextel) 
Omnipoint Communications, Inc. (Omnipoint) 
PrimeCo Personal Communications, L.P. (PrimeCo) 
Rural Telecommunications Group (RTG) 
SouthEast Telephone, Ltd. (SouthEast) 
Sprint PCS and American Personal Communications (Sprint/APC) 
Telecommunications Resellers Association (TRA) 
WorldCom, Inc. (WorldCom) 
6320 
FCC 98-18 
Federal Communications Commission 
Reply Comments - Filed July 17, 1997 
AirTouch Communications, Inc. (AirTouch) 
American Mobile Telecommunications Association, Inc. (AMTA) 
AT&T Wireless Services, Inc. (AT&T) 
BellSouth Corporation (BellSouth) 
Cellular Telecommunications Industry Association (CTIA) 
National Wireless Resellers Association (NWRA) 
Nextel Communi"cations, Inc. (Nextel) 
Northcoast Communications, LLC (Northcoast) 
Personal Communications Industry Association (PCIA) 
PrimeCo Personal Communications, L.P. (PrimeCo) 
Telecommunications Resellers Association (TRA) 
Touch 1 Wireless (Touch 1) 
US WEST, Inc. (US WEST) 
6321 
FCC 98-l8