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If you need the complete document, download the WordPerfect version or Adobe Acrobat version, if available. ***************************************************************** Before the Federal Communications Commission Washington, D.C. 20554 In re Application of ) ) STOCKHOLDERS OF TWO BUTTES ) File No. 00871-CL-TC-1-94 CELLULAR, INC. ) ) For Transfer of Control of DPCTRS) Station KNKN349--Market 355B-- ) CO 8--Kiowa RSA ) ORDER Adopted: March 31, 1999 Released: March 31, 1999 By the Chief, Policy and Rules Branch, Commercial Wireless Division, Wireless Telecommunications Bureau: I. INTRODUCTION AND BACKGROUND 1. We have before us a Petition to Deny an application seeking Commission consent to transfer control of Two Buttes Cellular of Colorado L.P. (Two Buttes Partnership) from Two Buttes Cellular, Inc. (Two Buttes Cellular) to Cellular Inc. Network Corp. (CINC). This Petition was filed by the Pioneer Telephone Association (Pioneer) on January 3, 1994. For the reasons discussed below, we deny this petition and grant the transfer application. 1. On November 17, 1993, Two Buttes Cellular filed an application with the Commission seeking consent to transfer control of Two Buttes Partnership from Two Buttes Cellular to CINC. The record indicates that Two Buttes Cellular has a 51 percent interest in Two Buttes Partnership, as a general partner; Cellular, Inc. has a 48 percent interest in Two Buttes Partnership, as a general partner; and Cellular, Inc. has a one percent interest in Two Buttes Partnership, as a limited partner. CINC is a wholly-owned subsidiary of Cellular, Inc. In exchange for the transfer of its 51 percent interest in Two Buttes Partnership, the shareholders of Two Buttes Cellular will receive shares of stock in Cellular, Inc. Pioneer has a 14.29 percent interest in Two Buttes Cellular. The remaining 85.71 percent of Two Buttes Cellular is owned by the Eastern Slope Rural Telephone Association (Eastern Slope). II. DISCUSSION 2. Pioneer argues that the transfer of control application should be dismissed because the application is defective. Pioneer asserts that, because Cellular, Inc. currently holds a 49 percent interest in the Two Buttes Partnership and the transfer of control application proposes to transfer a 51 percent interest in Two Buttes Cellular to CINC, a wholly-owned subsidiary of Cellular, Inc., a second transfer of control will occur upon consummation of the stock transfer. According to Pioneer, upon consummation of the proposed stock transfer, Cellular, Inc., CINC's parent company, would control 100 percent of the cellular licenses. Pioneer claims that the applicants failed to disclose this "second" transfer of control, and that because this shows a lack of candor, which must not be tolerated by the Commission, the application should be dismissed. Finally, Pioneer asserts that the applicants failed to pay the required filing fee for the alleged second transfer of control. 3. We disagree with Pioneer's assertions. The record demonstrates that there is only one transfer of control proposed by this pending application: the transfer of control of Two Buttes Partnership from Two Buttes Cellular to CINC. Although CINC is a wholly-owned subsidiary of Cellular, Inc. and the current shareholders of Two Buttes Cellular will be paid in shares of Cellular, Inc.'s stock, Pioneer has failed to cite any Commission rule or precedent in support of its assertion that this transaction will result in two transfers of control. 4. We also find without merit Pioneer's assertion that the applicants lack candor. As CINC points out, Exhibit 2 of the application fully discloses that CINC, a wholly-owned subsidiary of Cellular, Inc., proposes to acquire a 51 percent interest in Two Buttes Partnership, and that Cellular, Inc. proposes to retain a 49 percent interest in the Two Buttes Partnership. 5. We therefore deny Pioneer's Petition to Deny and we grant consent to the transfer of control of the Two Buttes Partnership from Two Buttes Cellular to CINC. III. ORDERING CLAUSES 6. Accordingly, IT IS ORDERED, that, pursuant to sections 4(i) and 309(d) of the Communications Act, as amended, 47 U.S.C  154(i), 309(d), and pursuant to sections 0.331 and 22.130 of the Commission's rules, 47 C.F.R.  0.331, 22.130, the Petition to Dismiss or Deny filed by Pioneer Telephone Association IS DENIED. 7. IT IS FURTHER ORDERED, that, pursuant to sections 4(i) and 309(d) of the Communications Act, as amended, 47 U.S.C  154(i), 309(d), and pursuant to sections 0.331 and 22.130 of the Commission's rules, 47 C.F.R.  0.331, 22.130, the Application filed by Stockholders of Two Buttes Cellular, Inc. and Cellular Inc. Network Corp., seeking consent to transfer control of Two Buttes Cellular of Colorado L.P. from Two Buttes Cellular, Inc. to Cellular Inc. Network Corp. IS GRANTED. FEDERAL COMMUNICATIONS COMMISSION Paul D'Ari Chief, Policy and Rules Branch Commercial Wireless Division Wireless Telecommunications Bureau