********************* ********************* ************** NOTICE ********************* ********************* ************** This document was converted from WordPerfect or Word to ASCII Text format. Content from the original version of the document such as headers, footers, footnotes, endnotes, graphics, and page numbers will not show up in this text version. All text attributes such as bold, italic, underlining, etc. from the original document will not show up in this text version. Features of the original document layout such as columns, tables, line and letter spacing, pagination, and margins will not be preserved in the text version. If you need the complete document, download the WordPerfect version or Adobe Acrobat version, if available. ********************* ********************* ********************* ** PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET, S.W. WASHINGTON, D.C. 20554 DA 99-2542 News media information 202/418-0500 Fax-On-Demand 202/418-2830 Internet: http://www.fcc.gov ftp.fcc.gov Released: November 16, 1999 AMERICAN CELLULAR CORPORATION AND JOINT VENTURE BETWEEN DOBSON COMMUNICATIONS CORPORATION AND AT&T WIRELESS SERVICES, INC., SEEK FCC CONSENT TO TRANSFER CONTROL OF WIRELESS LICENSES PLEADING CYCLE ESTABLISHED American Cellular Corporation ("ACC") and ACC Acquisition LLC, a joint venture between Dobson Communications Corporation and AT&T Wireless Services, Inc., have filed applications under Section 310(d) of the Communications Act, 47 U.S.C.  310(d), seeking Commission consent for the transfer of control of the following wireless telecommunications licensees to ACC Acquisition LLC. The transfer of control will be accomplished by the merger of ACC Acquisition Co., a wholly owned subsidiary of ACC Acquisition LLC, with and into ACC, after which the separate corporate existence of ACC Acquisition Co. will cease and ACC shall continue as the surviving corporation. ACC will then be a wholly owned subsidiary ofACC Acquisition LLC. Transferee is a newly formed limited liability company, owned in equal shares by a direct, wholly-owned subsidiary of AT&T Wireless Services, Inc. ("AT&T"), and Dobson JV Company ("DCCJV"), whose ultimate owner is Dobson Communications Corporation ("DCC"). The qualifications of AT&T and DCC to own and control licenses issued by the FCC have been regularly reviewed and approved. The management of ACC Acquisition LLC shall be accomplished by a four- person Management Committee. Two of the Managers will be appointed by ATTJV and two of the Managers will be appointed by DCCJV. Day-to-day operations will be managed by a subsidiary of DCC, pursuant to a management services agreement and under the ultimate guidance, supervision and control of the Management Committee ofACC Acquisition LLC. The parties state that the transaction complies with wireless ownership rules because none of DCC's subsidiaries currently provides CMRS services in any of the geographic markets served by ACC, and AT&T's participation would not result in AT&T exceeding the spectrum cap in any market. The parties further state that this transaction will enable ACC to have more resources available to it to enhance and improve service in many of the rural areas where ACC currently provides service. Further, the transaction will enable ACC Acquisition LLC's owners to amortize development costs over a broader subscriber base and provide the funding necessary to provide seamless, quality service to the public and meet the demands of the competitive wireless marketplace. SECTION 310 APPLICATIONS Part 22 - Cellular Radiotelephone Service The following applications for consent to the transfer of control to ACC Acquisition LLC of the Part 22 Cellular Radiotelephone Service licenses and authorizations in which ACC holds an interest have been assigned the file numbers below. File No. Licensee Call Sign(s) 0000045161 ACC Minnesota License LLC KNKA504 (lead) 0000045185 ACC New York License I LLC KNKN512 (lead) 0000045181 ACC New York License II LLC KNKA701 0000045187 ACC New York License III LLC KNKA455 0000045183 ACC Wausau License LLC KNKA763 0000045172 ACC Wisconsin License LLC KNKA814 (lead) 0000045189 ACC Ohio License LLC KNKN713 (lead) 0000045190 ACC Pennsylvania License LLC KNKN781 0000045186 Alton CellTelCo KNKA611 0000045165 ACC Kentucky License LLC KNKN666 (lead) 0000045169 ACC Michigan License LLC KNKN859 0000045182 ACC Tennessee License LLC KNKN526 0000045188 ACC West Virginia License LLC KNKN839 (lead) Part 101 - Fixed Microwave Service The applications listed above also seek consent to the transfer of control to ACC Acquisition LLC of the Part 101 fixed microwave service licenses and authorizations in which ACC holds an interest. File No. Licensee Lead Call Sign 0000045161 ACC Minnesota License LLC WLT944 0000045185 ACC New York License I LLC WLR 256 0000045181 ACC New York License II LLC WLA311 0000045187 ACC New York License III LLC WLK733 0000045183 ACC Wausau License LLC WLS816 0000045172 ACC Wisconsin License LLC WPNG600 0000045189 ACC Ohio License LLC WMM856 0000045190 ACC Pennsylvania License LLC WML533 0000045165 ACC Kentucky License LLC WHA752 0000045182 ACC Tennessee License LLC WMK710 0000045188 ACC West Virginia License LLC WMW334 Part 24 - Personal Communications Service The following applications for consent to the transfer of control to ACC Acquisition LLC of the Part 24 personal communications service licenses and authorizations in which ACC holds an interest have been assigned the file numbers below. File No. Licensee Call Signs 0000045184 PCPCS Corporation KNLH351 KNLH352 KNLF997 ACC and Transferee have requested that grant of the applications listed above include authority for Transferee, upon consummation of the transaction described herein, to control any (i) authorization(s) issued to ACC's affiliates and subsidiaries in connection with its associated cellular, point-to-point microwave, and PCS licenses, prior to the consummation of the proposed transfer, (ii) construction permits held by ACC's affiliates and subsidiaries which mature into licenses after consummation and which may have been omitted from this application; and (iii) application(s) and/or notifications of minor modifications filed by ACC's affiliates and subsidiaries, in connection with its associated cellular licenses, and pending at the time of consummation. Such action would be consistent with prior decisions of the Commission. GENERAL INFORMATION The transfer of control applications referenced herein have been found, upon initial review, to be acceptable for filing. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission's rules or policies. Final action will not be taken on these applications earlier than 31 days following the date of this Public Notice. See 47 U.S.C.  309(b). Interested parties may file comments or petitions to deny no later than December 16, 1999. Oppositions to such pleadings may be filed no later than December 23, 1999. All filings concerning matters referenced in this Public Notice should refer to DA 99-2542, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Pursuant to 47 C.F.R.  1.1200(a), which permits the Commission to adopt modified or more stringent ex parte procedures in particular proceedings if the public interest so requires, we announce that this proceeding will be governed by permit-but-disclose ex parte procedures that are applicable to non-restricted proceedings under 47 C.F.R. 1.1206. An original and four copies of all comments, petitions to deny, oppositions and replies must be filed with the Commission's Secretary, Magalie Roman Salas, 445 12th Street, S.W., TW-B204, Washington, D.C. 20554, in accordance with Section 1.51(c) of the Commission's rules, 47 C.F.R.  1.51(c). In addition, one copy of each pleading must be delivered to each of the following locations: (1) the Commission's duplicating contractor, International Transcription Services, Inc. ("ITS"), 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; (2) Office of Public Affairs, Reference Division, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554; (3) Lauren Kravetz, Policy and Rules Branch, Commercial Wireless Division, Wireless Telecommunications Bureau, 445 12th Street, S.W., Room 4-A163, Washington, D.C. 20554, and (4) Ramona Melson, Wireless Telecommunications Bureau, Public Safety and Private Wireless Division, 445 12th Street, S.W., Room 4-C237, Washington, D.C. 20554. Copies of the applications and any subsequently filed documents in this matter may be obtained from ITS. The applications and documents are also available for public inspection and copying during normal reference room hours at the following Commission office: Office of Public Affairs, Reference Operations Division, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. In addition, the applications listed herein are available electronically through the Wireless Telecommunications Bureau's Universal Licensing System, which may be accessed on the Commission's Internet website. For further information, contact Lauren Kravetz or Elizabeth Williams, Wireless Telecommunications Bureau, Commercial Wireless Division, at (202) 418-7240 (Parts 22 and 24), or Ramona Melson, Wireless Telecommunications Bureau, Public Safety and Private Wireless Division, at (202) 418-0680 (Part 101). - FCC -