WPC3 2 ZB0JHP LaserJet 4/4MHPPCL5EXN\  PXPX0Í ÍX0Í ÍҫXN\  PXP(hH  Z 6Times New Roman RegularX2)13|x& Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ă In the Matter of hh#(-) ` `  hh#(-) Applications of WorldCom, Inc. andhh#(-)pp2 MCI Communications Corporation for(-)pp2CC Docket No. 97211 Transfer of Control of MCI Communications-) Corporation to WorldCom, Inc.hh#(-) To:The Commission ! JOINT OPPOSITION TO  GTE SERVICE CORPORATION MOTION TO DISMISSă MCI COMMUNICATIONShh#(-WORLDCOM, INC. CORPORATION hh#(- ` `  hh#(- Mary L. Brown hh#(-Andrew D. Lipman Larry A. Blosser hh#(-Jean L. Kiddoo MCI COMMUNICATIONShh#(-Helen E. Disenhaus CORPORATION hh#(-SWIDLER & BERLIN, CHTD. 1801 Pennsylvania Ave., N.W.hh#(-3000 K Street, N.W., Suite 300 Washington, D.C. 200063606hh#(-Washington, D.C. 20007 (202) 8721600 hh#(-(202) 4247500 ` `   ` `  hh#(- Catherine R. Sloan ` `  hh#(-Robert S. Koppel ` `  hh#(-WORLDCOM, INC. ` `  hh#(-1120 Connecticut Avenue, N.W. ` `  hh#(-Washington, D.C. 20036 ` `  hh#(-(202) 7761550 Dated: January 27, 1998   @-  -@  ! TABLE OF CONTENTS ă     SUMMARYp"(#Jii  I.INTRODUCTIONp"(#J2  II.THE APPLICATIONS PRESENT SUFFICIENT EVIDENCE THAT THE MERGER WILL LIKELY ENHANCE COMPETITION AND OTHERWISE FURTHER THE PUBLIC INTERESTp"(#J4 ` ` `  ` ` ` A.` ` There is No Prescribed Form for Public Interest Submissionsp"(#J4 ` ` `  ` ` ` B.` ` ` GTE Misconstrues the Transfer Approval Process For NonDominant ` ` ` ` ` Carriers p"(#J6 ` ` `  ` ` ` C.` ` ` The Applications Present Abundant Evidence that the Transaction is ` ` ` ` ` in the Public Interestp"(#J7  III.GIVEN GTES PUBLIC MISCHARACTERIZATION OF THE MANNER IN WHICH THE COMMISSION IS PROCESSING ITS MOTION, THE COMMISSION SHOULD PROMPTLY DISMISS IT TO SET THIS RECORD STRAIGHTp`"(#I11  CONCLUSIONp`"(#I13 & SUMMARY ă WorldCom, Inc. ( WorldCom) and MCI Communications Corporation ( MCI, and, collectively with WorldCom, the Joint Applicants) submit this Joint Opposition ( Opposition) in response to the Motion to Dismiss of GTE Service Corporation) ( GTE Motion or Motion) filed by GTE Service Corporation and its affiliated telecommunications companies (collectively, GTE) with respect to the abovecaptioned applications ( Applications). GTE, despite its filing of a 50page Petition to Deny conjuring up all manner of issues responding to the public interest showing in the Applications, has the temerity to assert in the Motion that the Commission should dismiss the Applications because they do not contain sufficient information regarding the proposed mergers public interest benefits for the Commission even to reach a consideration on the merits. Evidently blind to the internal contradictions of its position, GTE attempts to impose on the Applications an information standard of GTEs own creation that nowhere appears in the Commissions rules or case law. It also blithely ignores abundant information included in and referenced in the Applications and supporting documentation that demonstrates that the merger of the Joint Applicants two nondominant carriers without market power in any telecommunications market would be in the public interest. GTEs Motion should promptly be denied as frivolous. The Motion should be seen for what it really is a grandstanding attempt by GTE, a rejected bidder for MCI, to game the regulatory process in the apparent hope of delaying and possibly derailing consummation of the merger. Equally disturbing, as we document below, GTE is attempting to exploit the mere filing of its Motion to instill doubt and uncertainty in the minds of the general public, investors and state regulators by implying that its allegations supporting dismissal of the Applications have been endorsed by, rather than merely submitted to, the Commission. GTEs Motion must be summarily denied as being without foundation. Moreover, the Commission should deny the Motion expeditiously, prior to completion of its plenary consideration of the Applications, in order promptly to confirm to the public, investors and state regulators that the Applications are being giving substantive consideration by the Commission, and thereby mitigate the harm resulting from GTEs attempts to distort and misconstrue the Commissions processes in other arenas.   & Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ă In the Matter of hh#(-) ` `  hh#(-) Applications of WorldCom, Inc. andhh#(-)pp2 MCI Communications Corporation for(-)pp2CC Docket No. 97211 Transfer of Control of MCI Communications-) Corporation to WorldCom, Inc.hh#(-) To:The Commission ! JOINT OPPOSITION TO GTE SERVICE CORPORATION MOTION TO DISMISSă  WorldCom, Inc. ( WorldCom) and MCI Communications Corporation ( MCI, and, together with WorldCom, hereafter, the Joint Applicants), by their undersigned counsel, hereby submit this Joint Opposition ( Opposition) to the Motion to Dismiss of GTE Service Corporation ( GTE Motion or Motion) filed by GTE Service Corporation and its affiliated telecommunications companies (collectively, GTE) on January 5, 1998, with respect to the abovecaptioned applications ( Applications).` ` The Applications were filed by WorldCom on October 1, 1997, and were amended by the Joint Applicants on November 21, 1997, to reflect the Joint Applicants agreement to merge. ЌI.INTRODUCTION It is beyond dispute that the Applications contain an extensive public interest showing, as demonstrated by the Applicants Joint Reply to Petitions to Deny ( Joint Reply) filed on January 26, 1998, and the arguments which attempt to refute that public interest showing are wholly without merit. Despite the fact that GTE itself filed a lengthy Petition to Deny addressing the merits of the public interest showing in the Applications, GTEs separate Motion attempts to argue that the Applications did not contain sufficient information for the Commission even to reach a consideration on the merits. This preposterous Motion must be summarily denied as frivolous. GTEs Motion must be placed in context as the transparent and desperate effort by a rejected bidder for MCI to obstruct the regulatory approval of the MCIWorldCom merger in the hopes of delaying and possibly derailing its consummation. It is sheer regulatory grandstanding for GTE to maintain that the Applications and supporting documentation are so procedurally defective as not to warrant plenary review by the Commission. Indeed, given the multiple issues which GTE managed to conjure up in its in its 50page Petition to Deny and in its supplemental January 26, 1998 Response in support of petitions to deny, it is patently absurd not to mention more than a little inconsistent for GTE to argue in a separate Motion that the Applicants have not made enough of a public interest showing even to get to the level of a Commission consideration of the merits of the Applications. Certainly, it is GTEs prerogative to take issue with the merits of Applicants public interest arguments; it has done so in its contemporaneouslyfiled Petition to Deny and subsequently in its supplemental Response in support of petitions to deny, and the Applicants have demonstrated that GTEs arguments are baseless.` ` As noted above, on January 26, 1998 GTE filed a supplement to its Petition to Deny as a purported Response in support of other petitions to deny. Joint Applicants have not yet had an opportunity to review that supplemental pleading in detail to determine whether GTE raises new issues or simply rehashes the meritless arguments which Joint Applicants already refuted in their January 26, 1998 reply to GTEs and others earlier petitions to deny. The Commission will issue its decision in due course in their response to the Petition, and should not be sidetracked from that effort by GTEs incongruent and frivolous Motion.` ` The Commission has become increasingly concerned with the filing of frivolous pleadings and pleadings filed for the purposes of delay. See, e.g., 47 C.F.R. 1.52; Public Notice, Commission Taking Tough Measures Against Frivolous Pleadings, FCC 9642, 11 FCC Rcd. 3030 (rel. Feb. 9, 1996); In the Matter of HazleTone Communications, Inc., Order, File No. 32979CDML95, DA 971060 (Chief, Wireless Telecom Bur., rel. May 21, 1997) at 12; In the Matter of Implementation of the NonAccounting Safeguards of Sections 271 and 272 of the Communications Act of 1934, as amended, Notice of Proposed Rulemaking, FCC 96308, CC Docket No. 96149, 11 FCC Rcd. 18,877 (rel. Jul. 18, 1996). Setting aside GTEs procedural gamesmanship, the Motion erroneously attempts to hold the Applications to an information standard of GTEs own creation that nowhere appears in the Commissions rules or case law. Moreover, GTEs Motion blithely ignores relevant information included and referenced in the Applications and supporting documentation (which coincidently, it extensively addressed in its separatelyfiled Petition to Deny). Instead, GTE proffers sweeping generalizations, with little analysis or case law, in support of its efforts to impose on the nondominant Joint Applicants a merger analysis irrelevant to their situation. It is GTEs Motion, therefore, and not the Applications, that must be promptly dismissed as insufficient. And, because GTE has attempted to exploit the mere fact of the filing of its Motion to instill doubt and uncertainty in the minds of the general public, investors and state regulators by implying that its allegations regarding dismissal of the Applications have been endorsed by, rather than merely submitted to, the Commission, the Joint Applicants respectfully request that the Commission dismiss the Motion on an expedited basis to minimize the resulting adverse impact on the Applicants and the public interest.  II.THE APPLICATIONS PRESENT SUFFICIENT EVIDENCE THAT THE MERGER WILL LIKELY ENHANCE COMPETITION AND OTHERWISE FURTHER THE PUBLIC INTEREST A.` ` There is No Prescribed Form for Public Interest Submissions  GTEs Motion is predicated on a fallacious premise that in order to submit an application that is accepted for processing, the applicant must anticipate, and provide information on, any potential competitive issue that a commenter might want to raise. This is simply not the burden that the Commissions rules place on applicants, let alone nondominant carriers. Under the rules, the burden is to demonstrate that the proposed merger is in the public interest. In the recent BA/NYNEX and BT/MCI decisions released immediately prior to the filing of the Applications, the Commission identified and thoroughly evaluated specific market parameters with respect to geographical markets, product segments, and potential competitors as part of its public interest determination."` ` In the Applications of NYNEX Corporation and Bell Atlantic Corporation for Consent to Transfer Control of NYNEX Corporation and its Subsidiaries, Memorandum Opinion and Order, File No. NSDL9610, FCC 97286 (rel. Aug. 14, 1997) ( BA/NYNEX)." Unlike state regulatory procedural practice, where parties are often asked to submit draft proposed orders resolving a case, there is no Commission requirement to do so in merger cases. Nor did the applicants in BA/NYNEX or BT/MCI follow such a procedure. Unless and until the Commission announces particularized information requirements related to its public interest analysis, it is in the applicants discretion to decide how best to explain that its proposed merger is in the public interest.MCI and WorldCom submit that the antitrust issues raised will be much more substantial and apparent in cases involving a dominant carrier with bottleneck facilities. In those cases, the Commission might rightfully expect that the applicants discuss those issues that the Commission has identified with respect to previous mergers involving a dominant carrier or carriers. It should not mean, however, that nondominant carriers should be expected to address such issues.` ` Indeed, contrary to GTEs contentions, Motion at 3, nothing in the Commissions Rules or prior decisions requires telecommunications applicants seeking Commission approval of a merger to include in their applications a detailed economic quantification of the likely impact of the proposed transaction on the market sectors in which the applicants currently or would be likely to compete. While a Commission footnote in the BT/MCI Order urged applicants to provide such analysis, this advice is not a strict requirement even in the case of a merger involving a dominant carrier, and it would be absurd to interpret the Commissions statement as a blanket requirement that all nondominant transfer applicants present such quantifications in their applications. See In the Matter of The Merger of MCI Communications Corporation and British Telecommunications plc, Memorandum Opinion and Order, GN Docket No. 96245, 12 FCC Rcd. 15,351, 15,374 n.74 (rel. Sept. 24, 1997) ( BT/MCI). In fact, in none of the cases relied on by GTE did the applicants present such a level of analysis in their applications, yet in no case did the Commission dismiss the application, as GTE asks the Commission to do here. Motion at 3 n.6. Moreover, we note that, in response to specific issues raised by GTE in its separately filed Petition to Deny, Applicants submitted detailed economic analysis through the verified statements of Dennis Carlton, a professor of Business Economics at the Graduate School of Business at the University of Chicago, and Robert E. Hall, a professor of Economics at Stanford University. See Joint Reply at Attachments B and C. Indeed, if the petitions submitted by GTE and others in this docket have proven anything, they have shown that there is no reason to do so. Finally, and in any event, the Commission should not prejudice WorldCom and MCI by dismissing the Applications for failing to meet an as-yet-unannounced standard for market analysis to be considered in an initial application by two nondominant carriers. Ќ B.` ` ` GTE Misconstrues the Transfer Approval Process For NonDominant Carriers  Nowhere in GTEs Motion does it acknowledge that the Commission has long recognized that in a horizontal merger between competitors or potential competitors, where there is no existing or acquired market power, there can be no adverse horizontal effects.` ` See PacifiCorp Holdings, Inc. and Century Telephone Enterprises, Inc., Memorandum Opinion and Order, DA 972225, at  17 (Oct. 10, 1997) ( CenturyPacifiCorp.); Pittencrieff Communications, Inc. and Nextel Communications, Inc., Memorandum Opinion and Order, CWD No. 9722, DA972260, at  16 and nn. 3536 (Oct. 24, 1997) ( Nextel). Therefore, although Applicants submitted a detailed public interest showing in their Applications, even a minimal showing of likely synergies and other benefits attributable to the proposed merger would have been sufficient.M` ` See, e.g., CenturyPacifiCorp, at  3. M Of course, from its perspective as a dominant incumbent local exchange carrier ( ILEC), and a frustrated suitor for MCI, GTE may well construe the Commissions recent decisions as requiring an extensive market analysis in order for it to satisfy the applicable burden of proof. Indeed, GTE would have to overcome a high hurdle to demonstrate that its acquisition of a major long distance carrier would actually enhance telecommunications competition and promote achievement of the competitive goals of the Telecommunications Act of 1996.#` ` Telecommunications Act of 1996, Pub. L. No. 104104, 110 stat. 56; see also, Implementation of the Local Competition Provisions in the Telecommunications Act of 1996, First Report and Order, FCC Docket No. 9698, FCC 96325, at  4 (Aug. 8, 1996).# Neither WorldCom nor MCI, however, is a dominant ILEC, in this country or abroad. Nor, either individually or in combination, do they control bottleneck facilities or exercise market power. ` ` Notwithstanding the detailed information contained in the Application and amplified in the January 26, 1997, Joint Response, if the Applications in fact lack certain data desired by the Commission, the normal procedure is for the Commission to request the filing of additional information in accordance with applicable ex parte rules, not to dismiss the applications. CenturyPacifiCorp. at  9; Nextel at  6. In its effort to cause delay and sow confusion, GTE attempts to shoehorn the WorldCom/MCI merger into an inapplicable regulatory framework crafted at best for oversight of acquisitions by dominant ILECs. GTEs Motion is grossly wide of the mark. Moreover, it ignores the substantial showing of procompetitive benefits in all relevant telecommunications markets included in the Applications and the documents referenced therein.J ` ` See Applications, Volume I, at 24 42.J  C.` ` ` The Applications Present Abundant Evidence that the Transaction is in the Public Interest Volume I of the Applications discusses the substantial public interest benefits expected to be achieved through the transaction. That discussion, while conveniently ignored by GTEs Motion (but not its Petition to Deny), reviews in detail the business sectors in which the Joint Applicants compete, their relative market shares in key sectors, ` ` GTE apparently has overlooked the Applications citation of certain outside studies, but there is certainly no requirement to present them. Cf. Motion at 7. and the synergies expected by the merged firm. As the parties demonstrate, the implications of these synergies are expected to yield a stronger, more competitive firm that is better able to compete in highly concentrated local exchange services markets (including those of GTE), as well as to enter overseas markets at a   @-  -@time of emerging competition. ` ` See, e.g., Applications, Volume I, at 27 (long distance market share), 29 n.51 (numerous competitors in the long distance sector), 30 nn.53 54 (market rank of MCI), 31(expected new market entrants), 36 n.69 (global seamless network offerings), 40 (share of local exchange market); see also November 21, 1997 Amendment at 2 (local markets to be served upon merger). This information describes clearly the specific ways in which consummation of the transaction will advance the objectives of the Telecommunications Act of 1996 and satisfy the public interest. The Application also crossreferences the Applicants publicly available SEC filings, which contain a detailed discussion of the parties lines of businesses, assets, financial situation, and rationale for the merger. ` ` Applications, Volume I, at 1 n. 1. A copy of the S4 Registration Statement, as currently amended, was attached to the Joint Reply filed January 26, 1998. Joint Reply at 13 n. 11 and Attachment G. Among other things, these filings detail the magnitude of the anticipated synergistic savings associated with the merger. Far from concealing the expected consequences of the merger, the Applications and supporting materials also describe the merged companys market ranking and positioning in the long distance, local and data markets, and point to its strong base of business and residential customers, deployed fiber optic capacity, and other assets. Because the Joint Applicants have no ability to exercise market power, no purpose would be served for them to provide extended analysis that would be necessary if they had to demonstrate to the Commission that a merger had such potential for enhancing competition in one sector to warrant approval despite other substantial adverse effects on competition in a sector they controlled. What GTE asks of the Applicants is metaphysically impossible to achieve. The Applicants have not identified numerous potential anticompetitive effects of the merger,/` ` Motion at 2./ simply because such effects do not exist. GTEs Motion must be denied as a feeble attempt to squeeze the square peg of this transaction into a round analytical hole in which it does not fit.` ` As the Commission has recognized, the mode of analysis applied in recent cases was developed in the context of modification of dominant carrier regulation, and it is arguably best suited for such situations. See Nextel at 11 n.22. Moreover, the Commission is not a tabula rasa. The Commission maintains the nations most extensive database on long distance and local competition. As indicated by the extensive references in the BA/NYNEX and BT/MCI decisions (referred to repeatedly in the Applications), the Commission has substantial information and expertise relating to the telecommunications industry in general, and to MCIs and WorldComs lines of business, in particular.` ` See, e.g., J. Eisner and K. Rangos, Distribution of Equal Access Lines and Presubscribed Lines (FCC Comm. Carrier Bur., Industry Analysis Div., Nov. 1997); J. Bender, Long Distance Market Shares (FCC Comm. Car. Bur., Industry Analysis Div., July 1997). This proposed merger involves two nondominant carriers who currently compete in the U.S. long distance, local, international, and advanced data services markets,֍` ` Application, Volume I at 2. but who have no market power in any telecommunications market sector. As the Commission has repeatedly recognized, their combination does not cause adverse horizontal effects.֍` ` Indeed, as shown in the Joint Opposition, particularly given the absence of countervailing adverse effects on competition, there can be no doubt that the approval of the merger is required under the Commissions precedents.] The characteristics of these market segments were reviewed in the Commissions BA/NYNEX and BT/MCI decisions, with specific reference to the Applicants and their various lines of business. The analysis of these cases demonstrates that the proposed merger cannot present any substantial anticompetitive effects.] More importantly, as a result of its extensive consideration of both the proposed BT/MCI merger and last years WorldCom/MFS merger,7` ` See, e.g., In the Matter of MFS Communication Company, Inc. and WorldCom, Inc.; Memorandum , Opinion, Order and Authorization, FCC No. ITC96518TC et al., DA962039 at  1415 (Chief, Intl Bur., rel. Dec. 5, 1996) ( WorldCom/MFS).7 the Commission has extensive information regarding these particular Applicants. Certainly, the Commissions expert review of transfer applications does not occur in a vacuum, but rather relies also on the substantial body of information, experience, and precedent developed by the Commission in reviewing a large number of significant potential transactions in the past, including the market analyses recently performed in BA/NYNEX and BT/MCI, as well as its examination of the extent of competition in local markets from the Section 271 cases presented by SBC, Ameritech, and BellSouth. ` ` The Commission also has substantial familiarity with WorldCom and the scope of its activities as a result of its consideration, and grant, a year ago of WorldComs application for merger with MFS. See WorldCom/MFS; BT/MCI.  Indeed, the evidence submitted in the Applications goes far beyond that generally provided or reviewed by the Commission under the public interest standard in the case of mergers of nondominant carriers.+` ` The Commissions International Bureau approves such transactions routinely. See, e.g., In the Matter of Brooks Fiber Communications LD, File No. ITC97637TC, Memorandum Opinion and Order and Authorization, DA 972564 (Chief, Telecom. Div., Intl Bur., rel. Dec. 8, 1997); In the Matter of USLD Communications, Inc., File No. ITC97608TC, Memorandum, Opinion, Order and Authorization, DA972500 (Chief, Telecom. Div., Intl Bur. rel. Nov. 28, 1997); In the Matter of Excel Telecommunications, Inc., Telco Holding, Inc., Long Distance Wholesale Club, File No. ITC97375TC, Memorandum Opinion, Order and Authorization, DA 972091, 12 FCC Rcd. 15, 283 (Chief, Telecom. Div., Intl Bur., rel. Sept. 30, 1997); WorldCom/MFS.+ As demonstrated in their January 26, 1998, Joint Reply, the parties have conclusively satisfied the Commissions public interest standard, permitting prompt approval of this transaction, and there is certainly no basis for dismissing the Applications as insufficient. ЌIII.GIVEN GTES PUBLIC MISCHARACTERIZATION OF THE MANNER IN WHICH THE COMMISSION IS PROCESSING ITS MOTION, THE COMMISSION SHOULD PROMPTLY DISMISS IT TO SET THIS RECORD STRAIGHT  The Applicants are disquieted about GTEs efforts, through the mere filing of this Motion, to manipulate the Commissions procedures in order to confuse and misrepresent the FCCs processes before state regulators and others. As evidenced below, the Applicants are being harmed by and the Commission should be disturbed by GTEs deliberate efforts to hold out to the public, investors and state regulators the Commissions announcement of a pleading schedule for the GTE Motion as if it was an FCC endorsement of the Motions merits. In a highly coordinated regulatory strategy, GTE is attempting to distort the Commissions processes in order to delay and disrupt shareholders consideration of this transaction. In a recent filing before the Nebraska Public Service Commission urging that commission to take the extraordinary step of scheduling an evidentiary hearing on a proposed merger of nondominant carriers, GTE stated: GTE notes that on January 12, 1998, the FCC, in an unusual procedure, issued a public notice for comment on the motion to dismiss the applications of WorldCom and MCI for transfer of control in CC Docket No. 97211. The basis for the motion to dismiss is WorldCom/MCIs failure to provide sufficient information to properly evaluate the transaction.` ` GTE Reply to Joint Opposition of WorldCom, Inc. and MCI Communications Corporation to Protest of GTE Corporation and GTE Communications Corporation (Neb. PSC, filed Jan. 15, 1998) re Application No. C1649 (emphasis added) (Attachment A).  In a similar filing with the Louisiana Public Service Commission, GTE stated that, [t]aking a highly unusual step, the FCC has noticed GTEs Motion to Dismiss for public comment.` ` Letter to the Commissioners of the Louisiana Public Service Commission from C.L. Caesar and C.C. Willems, Counsel for GTE, dated Jan. 19, 1998, re Docket No. U22861 (La. PSC) (emphasis added) (Attachment B). What is unusual, of course, is not the Commissions issuance of a pleading schedule notice but GTEs filing of a separate motion to dismiss in addition to a petition to deny. Certainly, the Commissions mere recital of GTEs contention that the Applications are deficient is hardly an FCC affirmation of GTEs allegations. As a matter of procedure and Commission process, it should be clearly apparent to GTE and its attorneys that the Commission issued a separate public notice of the filing of the Motion to avoid public confusion about the time period for filing responses to the Motion. The mere issuance of a public notice has no substantive impact, and for GTE to characterize the import of the public notice to both the public, investors and state regulators as a highly unusual step can only be construed as an attempt to distort the Commissions processes in arenas not generally familiar with FCC procedures, behavior which the Commission should not countenance. In order to minimize the potential adverse consequences of this conduct to the public, investors and to state regulatory proceedings, as well as to the Applicants, the Applicants respectfully request that the Commission dismiss the Motion immediately upon the expiration of the applicable pleading cycle, prior to plenary consideration of the merits of the Applications. Only by such prompt action can the Commission timely confirm for the public and for state regulators that, notwithstanding GTEs contrary allegations, the Applications in fact comply with the Commissions informational requirements.  F$CONCLUSION ă GTEs Motion to Dismiss is nothing more than a grandstanding gesture by a disappointed suitor in an effort to manipulate the Commissions procedures to delay and possibly derail consummation of this transaction. As shown above, the Applications provide the requisite information not only for their plenary consideration by the Commission, but also for its prompt approval of the transaction. GTEs Motion must therefore be denied, and it must be denied expeditiously, prior to plenary consideration of the merits of the Applications. A prompt dismissal is essential to mitigate the adverse consequences to the public as well as to the Joint Applicants of the dissemination by GTE and its attorneys of GTEs misleading characterization of a Commission pleading schedule public notice as some sort of Commission endorsement of GTEs unfounded assertions that the Applications were procedurally defective. The Commission should not tolerate this type of behavior or allow its processes to become the vehicle with which GTE attempts to unravel the merger approved by the Boards of Directors of WorldCom and MCI. ` `  hh#(-Respectfully submitted, MCI COMMUNICATIONShh#(-WORLDCOM, INC. CORPORATION  hh#(-  Mary L. Brown hh#(-Andrew D. Lipman Larry A. Blosser hh#(-Jean L. Kiddoo MCI COMMUNICATIONShh#(-Helen E. Disenhaus CORPORATION hh#(-SWIDLER & BERLIN, CHTD. 1801 Pennsylvania Ave., N.W.hh#(-3000 K Street, N.W., Suite 300 Washington, D.C. 200063606hh#(-Washington, D.C. 20007 (202) 8721600 hh#(-(202) 4247500 ` `   ` `  hh#(- Catherine R. Sloan ` `  hh#(-Robert S. Koppel ` `  hh#(-WORLDCOM, INC. ` `  hh#(-1120 Connecticut Avenue, N.W. ` `  hh#(-Washington, D.C. 20036 ` `  hh#(-(202) 7761550 Date:January 27, 1998 dddd 1 dddd 1  #<<<<225894.5ć #<<<<225894.5ć #<<<<225894.5ć #<<<<225894.6ć   # ATTACHMENT A ă # ATTACHMENT B ă