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February 17, 1999



Re: Application for Consent to the Transfer of Control of Licenses and Section 214 Authorization from Tele-Communications, Inc., Transferor to AT&T Corp., Transferee

While I support the bulk of today's Order, I respectfully dissent on one issue: the majority's refusal to impose a reporting requirement to monitor the upgrade of TCI's cable facilities to provide local telephony, high-speed data and other advanced services.

Under the Commission's merger framework, we must weigh the costs and benefits of a proposed transaction to determine whether it would serve the public interest. I believe that the merger of AT&T and TCI has the potential to benefit millions of American consumers by bringing together the complementary assets of these two companies. In the area of telecommunications, AT&T has considerable expertise and an unmatched brand name. TCI possesses a broadband pipe that covers the crucial "last mile" to consumers' homes. This should allow the merged company to furnish local telephone service and high speed Internet access more rapidly and effectively than either company could separately.

At this point, however, the plans for this to happen are just plans. That is why I place great emphasis on the parties' express commitment (reiterated most recently in a February 8, 1999 letter from AT&T's Chairman) to upgrade its facilities on a fair and non-discriminatory basis. I believe that in order for this merger to serve the public interest, it is vital that all regions and all neighborhoods share in the merger's promised benefits. Based on my examination of the maps and deployment schedules submitted by AT&T-TCI, I am satisfied that the merged entity is planning to upgrade its facilities in a manner consistent with that important goal.

My disagreement with the majority lies not in its assessment of the merged entity's current deployment plans, but in its unwillingness to monitor whether those plans are carried out. As I've said in the context of the MCI-WorldCom merger, a minimal reporting requirement seems to me an eminently reasonable way of determining whether a company follows through on the commitments it makes in obtaining merger approval. If AT&T-TCI intends to honor its deployment commitments, as I assume it does, I can see no harm in keeping the Commission apprised of its progress. A short status report every six months can hardly be characterized as burdensome given the size and nature of the merger and the importance of the issue involved.

I recognize that business plans change and that unforeseen events can upset even the best-laid plans. If that happens, a reporting requirement would not mandate that the proposed deployment schedule be adhered to, but simply that the merged entity explain how and why the schedule could not be kept. The difference I have with the majority is that if the deployment plans change I would prefer to know about it. The majority, apparently, would not. Given the stakes involved, especially for rural and low-income Americans, and our continuing obligation to monitor the deployment of advanced telecommunications capability under Section 706 of the Telecommunications Act of 1996, I believe we should err on the side of having more information rather than less.