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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 Applications of ) ) VODAFONE AIRTOUCH, PLC, ) File Nos. 0000032969, et al. ) DA 99-2451 and ) ) File Nos. 0000046624, 0000046639 BELL ATLANTIC CORPORATION ) WTB Rpt. No. 371 ) For Consent to Transfer of Control or ) Assignment of Licenses and Authorizations ) MEMORANDUM OPINION AND ORDER Adopted: March 30, 2000 Released: March 30, 2000 By the Chief, Wireless Telecommunications Bureau, and Chief, International Bureau: Table of Contents Paragraph I. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. BACKGROUND. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 II. Discussion. . . . . . . . . . . . . . . . . . . . . . . . . . .12 A. Statutory Authority . . . . . . . . . . . . . . . . . . . 12 B. Qualifications. . . . . . . . . . . . . . . . . . . . . . 14 1. Foreign Ownership . . . . . 16 2. USCC Petition Regarding Vodafone AirTouch Interests . . . . . .20 C. Public Interest Analysis. . . . . . . . . . . . . . . . . 25 1. Competitive Framework . . . . . .25 2. Analysis of Potential Adverse Effects . . . . . 26 a. Domestic Mobile Communications Services. . . . . . . 26 b. International Services . . . . . 28 3. Public Interest Benefits. . . . . . . 32 4. Executive Branch Concerns . . . . . . 34 III. CONCLUSION. . . . . . . . . . . . . . . . . . . . . . . . . . .38 IV. Ordering clauses . . . . . . . . . . . . . . . . . . . . . . . .39 APPENDIX A DOD/DOJ/FBI Agreement APPENDIX B Parties Filing Petitions or Comments I. INTRODUCTION 1. In this Order we grant (1) the pending applications filed by Bell Atlantic Corporation ("Bell Atlantic") and Vodafone AirTouch, Plc ("Vodafone") (collectively, "Applicants") for transfer of control or assignment of various licenses and authorizations, and (2) the joint petition filed by the Applicants, the Department of Defense ("DOD"), the Department of Justice ("DOJ"), and the Federal Bureau of Investigation ("FBI") to attach conditions to this grant. We deny the remaining pleadings. II. BACKGROUND 1. Bell Atlantic, which is headquartered in New York City, owns telephone companies in the eastern part of the United States with approximately 42 million local telephone access lines providing local telephone services to retail customers in 13 eastern states and the District of Columbia. In addition, Bell Atlantic offers long distance service in New York. Through Cellco Partnership ("Cellco"), a Delaware general partnership, it also offers cellular mobile telephone services throughout its local exchange service region. 2. Vodafone is headquartered in Newbury, United Kingdom, and is the world's largest mobile telecommunications company. It has mobile telephone operations or shareholdings in 23 countries on five continents, with more than 28 million customers. In the United States, Vodafone operates through its subsidiary, AirTouch Communications, Inc. ("AirTouch"), serving nine million cellular and PCS customers in 24 states and in 22 of the top 30 U.S. markets, primarily in the west. In addition, AirTouch is one of the largest providers of messaging services in the United States, operating as a facilities-based paging carrier in 48 states, serving over 3.5 million subscribers. 3. In addition, Bell Atlantic and Vodafone each own 50 percent of PrimeCo Personal Communications, L.P. ("PrimeCo"), a Delaware limited partnership that is licensed to provide wireless services in 18 states. Bell Atlantic and Vodafone intend for these properties also to become part of Cellco. 4. On September 21, 1999, Bell Atlantic and Vodafone entered into a "U.S. Wireless Alliance Agreement" ("Agreement") to form a new, domestic, nationwide wireless business that will combine the cellular, PCS, paging, and other wireless properties (except satellite) of both companies, including the PrimeCo properties. The business will be conducted by Cellco, which is currently 100- percent owned by wholly-owned subsidiaries of Bell Atlantic. 5. According to the Applicants, the combination of their U.S. wireless operations will create a company with licenses capable of serving more than 90 percent of the United States, 49 of the top 50 wireless markets, and 209 million people, making Cellco one of the largest wireless providers in the country. The Applicants state that they intend to initiate "national-one-rate" service to rival current nationwide service providers. 6. The Applicants state that the Agreement contemplates the contribution of Vodafone's U.S. wireless properties to Cellco in two stages, and the Applications seek approval for both stages of Vodafone's contribution of properties to Cellco. In the first stage, most of Vodafone's U.S. wireless properties will be conveyed to Cellco in exchange for partnership interests in Cellco. At the time that the parties undertake the second stage of the transaction, Vodafone would convey its remaining U.S. wireless properties to Cellco, and the parties intend that Bell Atlantic would also transfer additional properties to Cellco. 7. At the completion of the first stage, Cellco will hold all of the current Cellco licenses as well as most of Vodafone's current U.S. licenses. Bell Atlantic will hold a 34.9 percent general partner ownership interest in Cellco; Vodafone will indirectly hold the remaining 65.1 percent interest through one or more of its U.S. subsidiaries. At the completion of the second stage, assuming that the Bell Atlantic-GTE transaction is also in a position to close, Bell Atlantic's equity share will rise to 55 percent, and Vodafone's will drop to 45 percent. The Applicants state, however, that Bell Atlantic will retain management control of Cellco throughout both stages. Further, the Applicants state that the Agreement provides that control of Cellco's business and affairs is vested in a seven-member Board of Representatives, four designated by Bell Atlantic and three by Vodafone. Therefore, according to the Applicants, Bell Atlantic will also hold majority control of the Board and, thus, will have affirmative control of Cellco. 8. On October 14, 1999, Bell Atlantic and Vodafone filed applications pursuant to sections 214 and 310 of the Communications Act of 1934, as amended ("the Act"), seeking Commission consent to transfer control of or assign their respective wireless licenses and international authorizations to Cellco. On November 5, 1999, the Wireless Telecommunications Bureau ("WTB") and the International Bureau, by delegated authority, issued a Public Notice to announce that the Applications had been accepted for filing, and to establish a pleading cycle to permit interested parties an opportunity to comment on the proposed transaction. 9. In response to the Acceptance Public Notice, the United States Cellular Corporation ("USCC") filed a Petition to Deny or, in the Alternative, Hold in Abeyance, arguing that we lack sufficient information regarding the Agreement to make a public interest determination and that a pending partnership dispute prevents us from considering the entire Bell Atlantic-Vodafone transaction. Jointly with the Applicants, FBI and DOJ submitted a Joint Notice of Intent to File Petition to Adopt Conditions to Authorization and Licenses. On March 15, 2000, these parties and DOD filed a Joint Petition to Adopt Conditions to Authorization and Licenses. 10. As explained below, we find that the proposed combination of Vodafone's and Bell Atlantic's U.S. wireless assets poses no risk of harm to U.S. telecommunications markets and would permit the merged companies to form a wireless network capable of competing with other companies that provide nationwide service. Accordingly, we find that pursuant to sections 214(a), 310(b), and 310(d) of the Act, grant of the pending requests for transfer of control would serve the public interest. Therefore, we deny USCC's petition and grant the Applications with the conditions requested in the DOD/DOJ/FBI Joint Petition. II. Discussion A. Statutory Authority 1. Pursuant to section 214(a) of the Act, the Commission must determine whether the Applicants have demonstrated that their proposed transaction will serve the public interest, convenience and necessity. Section 310(d) of the Act provides, in pertinent part, that "[n]o construction permit, or station license, or any rights thereunder, shall be transferred, assigned, or disposed of in any manner, voluntarily or involuntarily, directly or indirectly, or by transfer of control of any corporation holding such permit or license, to any person except upon application to the Commission and upon finding by the Commission that the public interest, convenience, and necessity will be served thereby." Section 310(d) also requires the Commission to consider the license transfer or assignment application as if it were filed pursuant to section 308 of the Act, which governs applications for new facilities and for renewal of existing licenses. 1. In applying the public interest test under Section 310(d), the Commission considers four overriding questions: (1) whether the transaction would result in a violation of the Act or any other applicable statutory provision; (2) whether the transaction would result in a violation of Commission rules; (3) whether the transaction would substantially frustrate or impair the Commission's implementation or enforcement of the Act or interfere with the objectives of that and other statutes; and (4) whether the transaction promises to yield affirmative public interest benefits. In cases such as this that involve an international carrier, we are guided also by the U.S. Government's commitment under the World Trade Organization ("WTO") Basic Telecommunications Agreement, which seeks to promote global markets for telecommunications so that consumers may enjoy the benefits of competition. In summary, the Applicants bear the burden of demonstrating that the transaction will not violate or interfere with the objectives of the Act or Commission rules, and that the predominant effect of the transaction will be to advance the public interest. Prior to approving the Applications, we must determine whether the Applicants have met this burden. B. Qualifications 1. In evaluating assignment and transfer applications under section 310(d) of the Act, we do not re-evaluate the qualifications of transferors or assignors unless issues related to basic qualifications have been designated for hearing by the Commission or have been sufficiently raised in petitions to warrant the designation of a hearing. In this case, no party has challenged the basic qualifications of Bell Atlantic or Vodafone as transferors or assignors as reason why we should not consent to the transfers of control. 1. By contrast, as a regular part of our public interest analysis, we determine whether the proposed transferee or assignee is qualified to hold Commission licenses. No issues have been raised with respect to the basic qualifications of Bell Atlantic as transferee, and we do not find an independent reason to examine further Bell Atlantic's basic qualifications here. We examine Cellco's qualifications below in light of the investment by Vodafone, which will result in increased foreign ownership of Cellco. 1. Foreign Ownership 1. Under section 310(b)(4) of the Act, the Commission must determine whether the public interest would be served by allowing a common carrier licensee to have indirect foreign ownership that exceeds 25 percent. As a result of this proposed transaction, Vodafone, which is chartered in the United Kingdom, will indirectly own more than 25 percent of Cellco. At the completion of Stage 1, according to the Applicants, Vodafone (through one or more of its U.S. subsidiaries) will indirectly hold 65.1 percent of Cellco. Therefore, under section 310(b)(4) of the Act, we must analyze whether the public interest would be served by allowing the assignment or transfer of control of those licenses to Cellco. 1. In the Foreign Participation Order, the Commission stated that additional foreign investment from countries with competitive markets can promote competition in the U.S. market. The Commission therefore concluded that the public interest generally would be served by permitting more open investment by foreign entities whose home markets are members of the WTO. In such cases, there is a presumption that no competitive concerns are raised by the indirect foreign investment. The Commission also stated in the Foreign Participation Order that parties that have already received approval to exceed the 25 percent benchmark up to a certain level of indirect foreign ownership must seek further Commission approval in order to increase that level of ownership. 2. In the Vodafone/AirTouch Order, WTB determined that the United Kingdom, a member of the WTO, was Vodafone's principal place of business. Based on information contained in the record, we find that the United Kingdom continues to be Vodafone's principal place of business. 3. Under the Foreign Participation Order, the Applicants are entitled to a presumption that no competitive concerns are raised by Vodafone's 65.1 percent indirect interest in Cellco. We see no reason to rebut that presumption. Accordingly, noting the Executive Branch's concerns with respect to the proposed transaction, set forth in Section C.4. below, we conclude, pursuant to section 310(b)(4) and the Commission's Foreign Participation Order, that the public interest would be served by allowing the proposed indirect foreign ownership, subject to the terms and conditions set forth herein. In effect, this ruling allows Cellco to be indirectly owned by Vodafone in an amount up to 65.1 percent. Cellco would need additional Commission authority under section 310(b)(4) before Vodafone could increase its investment above authorized levels. Additional authority also would be required before any other foreign entity or entities acquire, in the aggregate, a greater-than-25 percent indirect interest in Cellco. 1. USCC Petition Regarding Vodafone Interests 1. USCC alleges that the proposed transfer of Vodafone's interest in the Los Angeles cellular MSA would adversely affect the 5.5 percent limited partner interest held by a USCC subsidiary in the Los Angeles SMSA Limited Partnership ("LASLP"), a cellular licensee controlled by AirTouch Cellular, which is a subsidiary of Vodafone. Further, USCC argues that our consenting to the transfer of control of Vodafone's interest in LASLP prejudices USCC's rights as a limited partner. We do not agree. 1. We find that this partnership dispute is not relevant to our analysis under section 310(d) authority but, rather, is best resolved in courts of competent jurisdiction. We disagree with USCC that our action consenting to the transfer of control of Vodafone's interest is intended to decide, or has the effect of deciding, contractual issues between the LASLP partners. Vodafone indirectly holds a 40 percent general partner ownership interest and a 42.3 percent limited partner ownership interest in LASLP. Under the Commission's rules and precedent, Vodafone's interest is considered to be a controlling interest in the licensee. Our consent to the transfer of Vodafone's interest does not predetermine the resolution of contractual disputes under the LASLP partnership agreement. In addition, this dispute does not appear to relate to the type of anti-competitive conduct that the Commission considers as a relevant character qualification in licensing. Therefore, we find that the allegation based on USCC's partnership dispute with Vodafone's subsidiary, AirTouch, should not preclude grant of these Applications. 2. USCC further argues that the Applicants have failed to file or make publicly available the Agreement, related transaction documents, or any other document that explains precisely how the parties intend to operate Cellco or LASLP. USCC submits that, in the absence of such documents, the Commission cannot determine whether a grant of the Applications would be in the public interest. 3. We disagree. The Commission's rules do not require the routine submission of underlying contracts and other documents in this case. Under section 1.2111 of the Commission's rules, a reporting requirement of this nature is only imposed when an applicant is "seeking approval for a transfer of control or assignment (otherwise permitted under the Commission's Rules) of a license within three years of receiving a new license through a competitive bidding procedureĽ." A review of our records indicates that none of the subject licenses was awarded through auction within the last three years. Further, USCC fails to provide any statutory or regulatory authority that would require the Bureau to review these documents. Finally, the Applicants provide an adequate summary regarding the corporate structure of Cellco at the completion of Stages 1 and 2 as well as information on the makeup of its Board of Directors. In this case, we believe that the detailed summary included with the Applications provided sufficient basis for us to analyze the transaction. Therefore, we find that the Applicants have provided sufficient information upon which to complete a public interest analysis. 4. For the reasons discussed above, we therefore deny the Petition to Deny filed by USCC. E. Public Interest Analysis 1. Competitive Framework 1. Where the transfer or assignment of licenses involves telecommunications service providers, the Commission's public interest determination must be guided primarily by the Act, as amended, and in this case, also by the WTO Basic Telecommunications Agreement. Our analysis of competitive effects under the Commission's public interest standard consists of three steps. First, we determine the markets potentially affected by the proposed transaction. Second, we assess the effects that the transaction may have on competition in these markets. Third, we consider whether the proposed transaction will result in merger-specific public interest benefits. Ultimately, we must weigh any harmful and beneficial effects to determine whether, on balance, the merger is likely to enhance competition in the relevant markets. 1. Analysis of Potential Adverse Effects a. Domestic Mobile Communications Services 1. With respect to the provision of domestic mobile communications, Bell Atlantic and Vodafone currently have wireless interests that overlap in five southwestern U.S. markets. Although this transaction does not raise issues concerning the Commission's CMRS spectrum cap rule, upon consummation of this transaction, the joint venture would hold attributable interests in both of the cellular licensees in these five markets. Applicants recognize that their combined interest in both cellular licensees in these markets would constitute a violation of our cellular cross-ownership rule and have committed to divesting one of the properties in each market prior to closing, to ensure compliance with this rule. On February 1, 2000, Bell Atlantic and Vodafone filed applications to transfer these properties to ALLTEL Corporation ("ALLTEL"). On February 11, 2000, WTB issued a public notice accepting these applications for filing. No petitions to deny were filed in response to this public notice, and in another action today, WTB, under delegated authority, granted these applications. We condition our grant of the Applications and the consummation of the Bell Atlantic- Vodafone transaction on consummation of the required divestitures. 1. With these divestitures, we conclude that this transaction will not reduce existing competition in any other domestic wireless market. We recognize the possibility that Bell Atlantic and Vodafone might have become competitors in the United States wireless communications sector, and that this transaction eliminates any such prospects. However, under the circumstances of this case, including the public interest benefits described below, we are not concerned by the elimination of a potential competitor. Specifically, the transaction combines two companies that have complementary wireless systems, one primarily in the western United States, the other primarily in the east. As discussed below, the combination will create another national wireless network better positioned to compete with those that already exist. Therefore, and with the overlaps resolved as described above, we see no further competitive issues requiring additional analysis. a. International Services 1. Bell Atlantic, Vodafone, and Cellco are all currently authorized to provide and resell international switched telecommunications services. As part of the proposed transaction, the Applicants request authority to assign to Cellco the international section 214 resale authorizations and Title III authorizations held by two Vodafone subsidiaries, AirTouch Communications, Inc. and AirTouch Cellular. We conclude that the proposed transaction would not have anti-competitive effects in any U.S. international service market, including any input market that is essential for the provision of international service. This conclusion is supported by the fact that the Applicants have no U.S. international transport facilities, and that this transaction will not eliminate any significant potential participant in the provision of international services. 1. Our conclusion that this transaction would not have anti-competitive effects in any U.S. international service market takes into account whether, as a result of Vodafone's interest in Cellco, Cellco would become affiliated with a foreign carrier that has market power on the foreign end of a U.S. international route that Vodafone is authorized to serve, which could adversely impact competition in the United States. As the Commission has observed in the Foreign Participation Order, the exercise of foreign market power in the U.S. market could harm U.S. consumers through increases in prices, decreases in quality, or reductions in alternatives in end user markets. Generally, this risk occurs when a U.S. carrier is affiliated with a foreign carrier that has sufficient market power on the foreign end of a route to affect competition adversely in the U.S. market. 2. Vodafone certifies, pursuant to section 63.18 of the Commission's rules, that it is affiliated, within the applicable definition in Part 63, with carriers authorized to provide international telecommunications in the United Kingdom, Greece, Hungary, the Netherlands, Malta, Portugal, Germany, Sweden, and India. Vodafone also certifies that none of its affiliates has sufficient market power in any foreign market to affect competition adversely in the U.S. market. 3. We therefore conclude the proposed transaction would not result in Cellco acquiring an affiliation with a foreign carrier that has market power on the foreign end of routes that Vodafone is authorized to serve. This finding supports our conclusion that the transaction would not have anti- competitive effects in any U.S. international market and would serve the public interest, convenience, and necessity. In addition, pursuant to section 63.10(a)(3) of the Commission rules, we grant Cellco's request to be regulated as non-dominant on all U.S. international routes. 1. Public Interest Benefits 1. Applicants contend that the proposed alliance would create a stronger and more efficient wireless competitor with substantially greater geographic coverage in an industry in which nationwide coverage is becoming increasingly important. The new entity would have a footprint capable of serving approximately 209 million customers. Applicants contend that a contiguous nationwide footprint will permit the alliance to offer service plans that include reduced roaming charges. In addition, Applicants contend that unifying the two company's U.S. wireless properties will result in the savings of hundreds of millions of dollars annually. Specifically, they identify economies of scale from the consolidation of billing and management, pooled equipment purchasing, joint research and development, sharing of operational support systems, more cost-effective advertising, and reduced customer churn. 1. We agree with Applicants that the creation of another nationwide wireless competitor constitutes a clear, transaction-specific public interest benefit. We also concur with Applicants that this alliance should enable them to realize significant cost savings, including incremental cost savings to subscribers from the reduction of roaming charges. Although savings in fixed costs are not necessarily cognizable benefits, the savings purportedly derived by realizing economies of scale could reasonably be expected to reduce the marginal costs of providing wireless services. 1. Executive Branch Concerns 1. The Executive Branch has raised concerns regarding national security and law enforcement in this proceeding, which we must consider pursuant to the public interest analysis articulated in the Commission's Foreign Participation Order. In their Joint Notice of Intent, DOJ, FBI, and the Applicants filed notice of their intention to resolve any national security, law enforcement, and public safety issues raised by the proposed transfer of licenses and the degree of foreign ownership interest in Cellco. 1. On March 15, 2000, DOD, DODJ and FBI requested that the Commission adopt an agreement among DOD, DOJ, FBI, Vodafone and Bell Atlantic ("DOD/DOJ/FBI Agreement") that resolves the national security, law enforcement, and public safety issues raised in the DOD/DOJ/FBI Petition. The DOD/DOJ/FBI Agreement provides, inter alia, that the Applicants shall: (1) ensure that Cellco's network is configured so as to be capable of complying with lawful U.S. process; (2) make available in the United States certain call and subscriber data, if Cellco stores such data; and (3) take reasonable measures to monitor the use of facilities used in domestic telecommunications (specifically, with respect to personnel holding sensitive positions), information storage, and access to foreign entities. The parties to that Agreement also have agreed to adopt and maintain policies with regard to confidentiality and security of electronic surveillance orders and authorizations, legal process, and statutory authorizations and certifications related to subscriber records and information. 2. In fulfilling our public interest mandate, we take into account the record and afford the appropriate level of deference to Executive Branch expertise on national security and law enforcement issues. We recognize that, separate from our licensing process, the applicants have entered into a voluntary agreement with the DOD, DOD, and FBI, and that this Agreement expressly states that the DOD, DOJ, and FBI will not object to grant of the pending Applications provided that the Commission approves the agreement and conditions grant of the Applications on compliance with it. 3. We note that the DOD/DOJ/FBI Agreement, the negotiation of which delayed resolution of this proceeding, contains certain provisions relevant to this transaction that, if broadly applied, would have significant consequences for the telecommunications industry. These provisions, if viewed as precedent for other service providers and potential investors, would warrant further inquiry on our part, and we will consider any subsequent agreements on a case-by-case basis. However, notwithstanding these concerns about the broader implications of the DOD/DOJ/FBI Agreement, we see no reason to modify or disturb the agreement of the parties on this matter. Therefore, in accordance with the request of the DOD, DOJ, and FBI and the discussion above, we condition our grant of the Applications to transfer or assign certain licenses and authorizations in connection with the proposed merger on compliance with the DOD/DOJ/FBI Agreement. II. CONCLUSION 1. Based upon our reviews under sections 214(a) and 310(d), we determine that this transaction will not likely result in harm to competition in any relevant market. We also determine that the proposed merger will likely result in several public interest benefits. We therefore conclude that, on balance, Applicants have demonstrated that these transfers serve the public interest, convenience, and necessity. Accordingly, we grant the Applications, subject to the conditions set forth herein. II. Ordering clauses 1. IT IS ORDERED, pursuant to sections 4(i) and (j), 214(a) and (c), 309, and 310(b) and (d) of the Communications Act of 1934, as amended, 47 U.S.C. 154(i) and (j), 214(a) and (c), 309, 310(b) and (d), that the Petition to Deny or in the Alternative, Hold in Abeyance of United States Cellular Corporation IS DENIED. 1. IT IS ORDERED, pursuant to sections 4(i) and (j), 214(a) and (c), 309, and 310(b) and (d) of the Communications Act of 1934, as amended, 47 U.S.C. 154(i) and (j), 214(a) and (c), 309, and 310(b) and (d), that the Request for Confidentiality, Request for Investigation of Witness Intimidation, Request for Referral to DOJ for Criminal Investigation, and Emergency Request for a Protective Order filed by Timothy E. Welch, Esq. IS DENIED. 2. IT IS ORDERED, pursuant to sections 4(i) and (j), 214(a) and (c), 309, and 310(b) and (d) of the Communications Act of 1934, as amended, 47 U.S.C. 154(i) and (j), 214(a) and (c), 309, 310(b) and (d), that the Petition to Adopt Conditions to Authorization and Licenses, filed by DOD, DOJ, the FBI, Bell Atlantic, and Vodafone on March 15, 2000, IS GRANTED, and that the authorizations and licenses related thereto which are to be assigned or transferred as a result of this Order are subject to compliance with provisions of the Petition to Adopt Conditions to Authorization and Licenses between Vodafone, Bell Atlantic, and the United States Department of Defense, the United States Department of Justice, and the United States Federal Bureau of Investigation, dated March 14, 2000, which Agreement is fully binding upon Vodafone and Bell Atlantic and those subsidiaries, successors, and assigns of both companies that provide telecommunications services within the United States and that are not controlled by a U.S. entity. Nothing in the Agreement is intended to limit any obligation imposed by Federal law or regulation including, but not limited to, 47 U.S.C.  222(a) and (c)(1) and the Commission's implementing regulations. 3. IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i) and (j), 309, and 310(d), that the authorizations and licenses related thereto are subject to the condition that, prior to consummation, the parties divest properties sufficient for the proposed Bell Atlantic Vodafone transaction to comply with the Commission's cellular cross ownership rule, 47 C.F.R.  22.942. Failure of the parties to comply with this obligation will result in automatic cancellation of the Commission's approval hereunder and in dismissal of the relevant transfer of control or assignment applications. 4. IT IS ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i), 154(j), 309, and 310(d), and section 1.925(a) of the Commission's rules, 47 C.F.R.  1.925(a), that the requirement in 47 C.F.R.  1.948(c)(1)(iii) and (d) that notices of consummation and FCC Forms 602 be filed subsequent to the occurrence of pro forma transfers of control or assignments IS HEREBY WAIVED with respect to those transfers of control and assignments involved in the international and domestic reorganization of Vodafone to permit Bell Atlantic and Vodafone to file such notices and FCC Forms 602 for those reorganization transactions and the transactions addressed herein no later than April 30, 2000. 5. Accordingly, having reviewed the Applications and the record in this matter, IT IS ORDERED, pursuant to sections 4(i) and (j), 214(a) and (c), 309, and 310(b) and (d) of the Communications Act of 1934, as amended, 47 U.S.C.  154(i) and (j), 214(a) and (c), 309, and 310(b) and (d), that the applications filed by Vodafone AirTouch Plc and Bell Atlantic Corporation in the above-captioned proceeding ARE GRANTED subject to the above conditions. 6. This action is taken pursuant to authority delegated by 47 C.F.R.  0.261 and 0.331. FEDERAL COMMUNICATIONS COMMISSION Thomas J. Sugrue Chief, Wireless Telecommunications Bureau Donald Abelson Chief, International Bureau