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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 the Matter of Applications of) ) MID-MISSOURI TELEPHONE COMPANY ) File No. 0000014794 to Transfer Control of Mid-Missouri Telephone) Company, Licensee of Paging and ) Radiotelephone Service Station KNKB507, from) Shareholders of Mid-Missouri Telephone) Company to Mid-Missouri Holding Corp.) ) MISSOURI RSA NO. 7 L.P. D/B/A ) File No. 0000014796 MID-MISSOURI CELLULAR to Transfer) Control of Missouri RSA No. 7 L.P. d/b/a) Mid-Missouri Cellular, Licensee of Cellular) Radiotelephone Service Station KNKN595, ) from Shareholders of Mid-Missouri Telephone) Company to Mid-Missouri Holding Company) ) MISSOURI RSA NO. 7 L.P.D/B/A ) File No. 9714074 MID-MISSOURI CELLULAR to Transfer) Control of Missouri RSA No. 7 L.P. d/b/a) Mid-Missouri Cellular, Licensee of Point-to-) Point Microwave Radio Service Stations ) WLW501-WLF506, WPNI465, WMQ276 ) and WPOP565 from Shareholders of Mid-) Missouri Telephone Company to Mid-Missouri) Holding Corp. ) ) MID-MISSOURI TELEPHONE COMPANY ) File No. 9714075 to Transfer Control of Mid-Missouri Telephone) Company, Licensee of Point-to-Point Microwave) Radio Service Stations WLA734 and WGW695) from Shareholders of Mid-Missouri Telephone) Company to Mid-Missouri Holding Corp.) ORDER Adopted: November 2, 1999 Released: November 2, 1999 By the Chief, Commercial Wireless Division, and the Deputy Chief, Public Safety and Private Wireless Division, Wireless Telecommunications Bureau: 1. This Order grants the above-captioned transfer of control applications filed by Mid- Missouri Telephone Company and Mid-Missouri Holding Corp. It also denies the Petitions to Deny, or in the Alternative, to Defer, Condition or Hold in Abeyance (Petitions) filed by Chariton Valley Cellular RSA No. 1 Corporation (Chariton), Citizens Service Center, Inc. (Citizens), and Alma Cellular Telephone Company (Alma) (collectively, Limited Partners). Limited Partners request that we defer or condition grant of the applications on the outcome of pending litigation concerning the lawfulness of the proposed transfers. 2. Chariton, Citizens and Alma each own a twenty-five percent limited partnership interest in Missouri RSA No. 7 d/b/a Mid-Missouri Cellular (Missouri RSA No. 7). The remaining interest in Missouri RSA No. 7, a one percent limited partnership interest and a twenty-four percent general partnership interest, is held by Mid-Missouri Cellular. Mid-Missouri Cellular, in turn, is owned by Mid- Missouri Telephone Company. Mid-Missouri Telephone Company and Mid-Missouri Holding Corp. have entered into an agreement whereby Mid-Missouri Holding Corp. is to acquire 100 percent of the shares of Mid-Missouri Telephone Company. As a result of this proposed change in control, on June 18, 1999 and June 21, 1999, the shareholders of Mid-Missouri Telephone Company filed applications seeking consent to transfer control of Missouri RSA No. 7 to Mid-Missouri Holding Corp. On July 30, 1999 and August 5, 1999, Limited Partners filed their Petitions. On August 11, 1999, the shareholders of Mid-Missouri Telephone Company filed amendments to their applications in response to issues raised by Limited Partners' Petitions. 3. By this Order, we grant the above-captioned transfer of control applications filed by Mid- Missouri Telephone Company and Mid-Missouri Holding Corp. and deny Limited Partners' Petitions. Limited Partners make three arguments in support of their Petitions. First, Limited Partners contend that Mid-Missouri Telephone Company has failed to demonstrate its financial ability to acquire and operate the facilities, pursuant to section 22.937 of the Commission's rules. We disagree. It is a well-established principle that "[w]hen an operational facility is sought to be transferred, a transferee need only demonstrate its ability to finance the acquisition of the facility." In its amended application, Mid-Missouri Holding Corp. provides a letter from the Vice President of CoBank which states that CoBank's "financing, when combined with the equity to be invested, will give Mid-Missouri Holding Corp. the financial ability to acquire and operate the facilities." Because the CoBank Letter provides reasonable assurance that the funds will be available, we find that Mid-Missouri Holding Corp. has made a sufficient demonstration of its ability to finance the acquisition of the facilities. 4. Second, Limited Partners argue that Mid-Missouri Telephone Company has not provided sufficient ownership information to provide a basis for grant. Limited Partners provide no support for this assertion. We find that the Application and ownership disclosure information provided by Mid- Missouri Holding Corp. set forth sufficient information to provide a basis for grant. 5. Finally, Limited Partners request that grant of the transfer applications be deferred or held in abeyance, pending the outcome of litigation in the Missouri Court of Appeals. The issue in the Missouri Court of Appeals concerns whether the proposed transfer violates the terms of the Missouri RSA No. 7 Limited Partnership Agreement because Limited Partners were not offered the right of first refusal pursuant to the terms of that agreement. It is the Commission's policy, however, to not defer the consideration of outstanding matters, pending the outcome of litigation involving private contractual matters. Because the litigation at issue concerns a contractual dispute between the petitioner and the transferor, we will not defer or condition the grant of the above-captioned transfer of control applications. 6. Accordingly, IT IS ORDERED that, pursuant to sections 4(i) and 309(d) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i), 309(d), and sections 0.331 and 1.939 of the Commission's rules, 47 C.F.R.  0.331, 1.939, the Petitions to Deny, or in the Alternative, to Defer, Condition or Hold in Abeyance filed by Chariton Valley Cellular RSA No. 1 Corporation, Citizens Service Center, Inc., and Alma Cellular Telephone Company on July 30, 1999 and August 5, 1999 ARE HEREBY DENIED. 7. IT IS FURTHER ORDERED that, pursuant to section 4(i) and 309(d)(2) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i), 309(d), and sections 0.331 and 1.948 of the Commission's rules, 47 C.F.R.  0.331, 1.948, the transfer of control applications filed by Mid- Missouri Telephone Company and Mid-Missouri Holding Corp. on June 18, 1999 and June 21, 1999, in the above-captioned proceeding, ARE GRANTED. FEDERAL COMMUNICATIONS COMMISSION Steven E. Weingarten Chief, Commercial Wireless Division Wireless Telecommunications Bureau Ramona Melson Deputy Chief, Public Safety and Private Wireless Division Wireless Telecommunications Bureau