PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12TH STREET, S.W. WASHINGTON, D.C. 20554 DA 99- 3028 Released: December 30, 1999 ARCH COMMUNICATIONS GROUP, INC. AND PAGING NETWORK, INC. SEEK FCC CONSENT FOR A PROPOSED TRANSFER OF CONTROL WT DOCKET NO. 99-365 Comments/Petitions: Monday, January 31, 2000 Oppositions: February 10, 2000 Arch Communications Group, Inc. ("Arch") and Paging Network, Inc. ("PageNet") (the "Applicants") have filed applications under Section 310(d) of the Communications Act, 47 U.S.C.  310(d), requesting Commission consent to transfer control of the licenses of each company to effectuate a merger ("Merger"). Under the terms of the Merger, in summary, current PageNet stockholders and bondholders will receive stock in post-Merger Arch, and current stockholders and bondholders of Arch will receive stock in post-Merger Arch. When completed, the Merger will result in: (1) the transfer of control of PageNet from its current stockholders to a newly constituted Arch; (2) the transfer of control of Arch from its current stockholders to a new, widely-dispersed group of investors that includes Arch's existing shareholders, certain of its bondholders, PageNet's stockholders and PageNet's bondholders; and (3) the pro forma transfer of control and/or assignment of all of PageNet's licenses to a new wholly-owned, indirect subsidiary of Arch to be called PageNet Holdings, Inc. The licenses and authorizations currently held by Arch licensee subsidiaries will continue to be held by these same entities but will be controlled by post-Merger Arch. Arch and PageNet state that (i) the Merger will benefit the public interest by creating a vigorous competitor in emerging mobile wireless communications markets; (ii) while maintaining an emphasis on traditional paging, the Arch/PageNet combination will create significant synergies that will facilitate the roll-out of new and innovative services and create significant economic efficiencies benefiting existing and new subscribers; (iii) the combination will result in a financially stronger company; and (iv) the Merger will not adversely affect competition among either traditional paging carriers or in the emerging mobile wireless telecommunications market. Waiver Request The Applicants request a waiver of the Narrowband PCS spectrum aggregation limit contained in Section 24.101 of the Commission's rules, 47 C.F.R.  24.101, which prohibits an entity from holding a five-percent or greater interest in more than three Narrowband PCS licenses in a given geographic area. This limit will be exceeded when Arch and PageNet merge because PageNet currently holds two 50/50 kHz narrowband PCS channels and one unpaired 50 kHz channel, and Arch holds two 50/12.5 kHz channels. The Applicants request that the Commission waive Section 24.101(a) of the rules pending the Commission's completion of GEN Docket No. 90-314. SECTION 310 TRANSFER OF CONTROL APPLICATIONS The applications for transfer of control listed below include numerous Commission authorizations and licenses. Each Arch and PageNet subsidiary or affiliate may hold multiple authorizations or licenses of a particular type. Interested parties should refer to the transfer of control applications for a listing of the authorizations or licenses. Applications Regarding Licenses and Authorizations Currently Held by Arch Part 22 - Paging and Radiotelephone Licenses The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been assigned the file numbers indicated below. File No Licensee Lead Call Sign 0000053846 Arch Communications Enterprises LLC KAA814 0000053848 Arch Connecticut Valley, Inc. KCB892 0000053844 Arch Paging, Inc. KDS762 0000053852 MobileMedia License Co. L.L.C. KAA209 Part 22 - Air-to-Ground The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been assigned the file numbers indicated below. File No. Licensee Lead Call Sign 0000053846 Arch Communications Enterprises LLC KUC954 0000053852 MobileMedia License Co. L.L.C. KNKO580 Part 24 - Narrowband PCS The following application for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch has been assigned the file number indicated below. File No. Licensee Lead Call Sign 0000053852 MobileMedia License Co. L.L.C. KNKV207 Part 25 - Fixed Satellite Service The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been assigned the file numbers indicated below. File No. Licensee Lead Call Sign SES-TC-19991213-02215 Arch Paging, Inc. E940347 SES-TC-19991213-02216-(4) MobileMedia License Co. L.L.C. E930331 Part 25 - VSAT The following application for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch has been assigned the file numbers indicated below. File No. Licensee Lead Call Sign SES-TC-19991213-02217 MobileMedia License Co. L.L.C. E980474 Part 90 - PMRS Business Radio The following application for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch has been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Arch Connecticut Valley, Inc. KNJV556 Part 90 - CMRS Business The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Arch Communications Enterprises LLC KNNI382 Arch Connecticut Valley, Inc. WNKT914 Arch Paging, Inc. WNGU433 MobileMedia License Co. L.L.C. KNHJ817 Part 90 - Private Carrier Paging The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Arch Communications Enterprises LLC KNGJ215 Arch Connecticut Valley, Inc. WPJY690 Arch Paging, Inc. KNNG389 MobileMedia License Co. L.L.C. WNIR987 Nationwide 929.8875 LLC KNNF609 Part 90 800 MHz SMR (non-auction) The following application for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch has been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Arch Connecticut Valley, Inc. WNAU450 Part 101 - Common Carrier Point-to-Point Microwave The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been filed and assigned the file numbers indicated below. File No. Licensee Lead Call Sign 0000053846 Arch Communications Enterprises LLC WGX437 0000053848 Arch Connecticut Valley, Inc. WLK723 0000053844 Arch Paging, Inc. WHO364 0000053852 MobileMedia License Co. L.L.C. WDU308 Part 101 - Private Operational Fixed Microwave The following applications for consent to transfer control from Arch Communications Group, Inc. to post- Merger Arch have been filed and assigned the file numbers indicated below. File No. Licensee Lead Call Sign 0000053846 Arch Communications Enterprises LLC KEZ49 0000053848 Arch Connecticut Valley, Inc. WNTF824 0000053844 Arch Paging, Inc. WNES202 Applications Regarding Licenses and Authorizations Currently Held by PageNet Part 5 Experimental Radio License The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed and assigned the file number indicated below. File No. Licensee Lead Call Sign 28-EX-TC-1999 Paging Network of Dallas/Ft. Worth, Inc. WA2XHJ Part 22 - Paging and Radiotelephone The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed covering all of the licensees listed below and has been assigned the file number indicated below. File No. Licensee Lead Call Sign 0000056169 Paging Network of America, Inc. KEA254 0000056169 Paging Network of Colorado, Inc. same 0000056169 Paging Network of Illinois, Inc. same 0000056169 Paging Network of Los Angeles, Inc. same 0000056169 Paging Network of Michigan, Inc. same 0000056169 Paging Network of New York, Inc. same 0000056169 Paging Network of Ohio, Inc. same 0000056169 Paging Network of Tennessee, Inc. same 0000056169 Paging Network of Washington, Inc. same 0000056169 PageNet, Inc. same Part 24 - Narrowband PCS The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed and assigned the file number indicated below. File No. Licensee Lead Call Sign 0000056169 Paging Network of America, Inc. KNKV201 Part 25 - Fixed Satellite Service The following applications for consent to transfer control from Paging Network, Inc. to post-Merger Arch have been filed and assigned the file numbers indicated below. File No. Licensee Lead Call Sign SES-TC-19991213-02218 Paging Network of Dallas/Ft. Worth, Inc. E970382 SES-TC-19991213-02219 Paging Network of Los Angeles, Inc. E950191 Part 25 VSAT The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed and assigned the file number indicated below. File No. Licensee Lead Call Sign SES-TC-19991213-02220 Paging Network of Dallas/Ft. Worth, Inc. E980420 Part 90 - Private Carrier Paging The following applications for consent to transfer control from Paging Network, Inc. to post-Merger Arch have been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Paging Network of America, Inc. KNNP874 Paging Network of Colorado, Inc. WPDA685 Paging Network of Illinois, Inc. WPMW213 Paging Network of Massachusetts, Inc. WPHD941 Paging Network of Michigan, Inc. WPBJ817 Paging Network of San Francisco, Inc. KNNW866 Paging Network of Tennessee, Inc. WPMX977 Paging Network of Washington, Inc. WPMU632 Part 90 - 900 MHz SMR (auctioned) The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed covering the licensees listed below and has been assigned the file number indicated below. File No. Licensee Lead Call Sign 0000056169 PageNet, Inc. KNNX736 0000056169 Paging Network of America, Inc. KNNX819 0000056169 Paging Network of Colorado, Inc. KNNX739 0000056169 Paging Network of Dallas/Ft. Worth, Inc. KNNY389 0000056169 Paging Network of Illinois, Inc. KNNX325 0000056169 Paging Network of Los Angeles, Inc. KNNX260 0000056169 Paging Network of Michigan, Inc. KNNX348 0000056169 Paging Network of New York, Inc. KNNX223 0000056169 Paging Network of Oregon, Inc. KNNX472 0000056169 Paging Network of San Francisco, Inc. KNNX783 Part 90 - 900 MHz SMR (non-auctioned) The following applications for consent to transfer control from Paging Network, Inc. to post-Merger Arch have been filed; no specific file number for the transfer of control will be assigned. Licensee Lead Call Sign Paging Network of America, Inc. KNNT454 Paging Network of Dallas/Ft. Worth, Inc. WNKL293 Paging Network of Los Angeles, Inc. WNIX550 Paging Network of Tennessee, Inc. WNKM849 Part 90 Private Land Mobile Radio Services (Special Emergency) The following application for consent to transfer control from Paging Network, Inc. to post-Merger Arch has been filed; no specific file number for the transfer of control -will be assigned. Licensee Lead Call Sign Paging Network of San Francisco, Inc WPGK374 Part 101 - Common Carrier Point-to-Point Microwave The following applications for consent to transfer control from Paging Network, Inc. to post-Merger Arch have been filed and assigned the file numbers indicated below. File No. Licensee Lead Call Sign 0000061026 Paging Network of San Francisco, Inc. WFY497 0000061038 Paging Network of Florida, Inc. WLB317 0000061393 Paging Network of Washington, Inc. WLS994 Arch and PageNet have requested that grant of the applications listed herein include the authority for post-merger Arch to acquire control of: (1) any authorization issued to Arch or PageNet or their subsidiaries and affiliates during the Commission's consideration of the transfer of control applications and the period required for consummation of the transaction following Commission approval; (2) construction permits held by licensees involved in this transfer of control that mature into licenses after closing and that may have been omitted from the transfer of control applications; and (3) applications that will have been filed by such licensees and that are pending at the time of consummation of the proposed transfer of control. GENERAL INFORMATION The applications listed 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 and policies. Final action will not be taken on the applications listed herein earlier than thirty-one days following the date of this Notice. See 47 U.S.C.  309. Filing comments, petitions and/or oppositions: Interested parties may file comments or petitions to deny no later than January 31, 2000. Oppositions to such pleadings may be filed no later than February 10, 2000. All filings concerning any or all matters referenced in this Public Notice should refer to WT Docket No. 99-365 and DA 99-3028. In accordance with Section 1.51(c) of the Commission's Rules, 47 C.F.R. 1.51(c), an original and 4 copies of all pleadings must be filed with the Commission's Secretary, Magalie Roman Salas, 445 12th Street, S.W., TW B204, Washington, D.C. 20554. In addition, one copy of each pleading must be delivered to each of the following locations: (1) International Transcription Service, Inc., the Commission's duplicating contractor, at its office at 445 12th Street, S.W., CY-B402, Washington, D.C. 20554; (2) the Commission's Office of Public Affairs, 445 12th Street, S.W., Room CY-C314, 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; (4) Ramona Melson, Public Safety and Private Wireless Division, Wireless Telecommunications Bureau, 445 12th Street, S.W., Room 4-C237, Washington, D.C. 20554; and (5) Jeanette Spriggs, Satellite Engineering Branch, Satellite Division, International Bureau, 445 12th Street, S.W., Room 7-A455, Washington, D.C. 20554. Filing via ECFS: Parties may also file comments using the Commission's Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 Fed. Reg. 24,121 (1998). Comments filed through the ECFS can be sent as an electronic file via the Internet to . Generally, only one copy of an electronic submission must be filed. If multiple docket or rulemaking numbers appear in the caption of this proceeding, however, commenters must transmit one electronic copy of the comments to each docket or rulemaking number referenced in the caption. In completing the transmittal screen, commenters should include their full names, Postal Service mailing addresses, and the applicable docket or rulemaking number(s). Parties may also submit electronic comments by Internet e-mail. To obtain filing instructions for e-mail comments, commenters should send an e-mail to ecfs@fcc.gov, and should include the following words in the body of the message, "get form ." A sample form and directions will be sent in reply. Submission of diskette: Parties are also encouraged to file a copy of all pleadings on 3.5 inch diskette in an IBM-compatible format using Microsoft Word 97 for Windows software in "read only" mode. Diskette submissions should be in addition to and not a substitute for the hard copy filing requirement reviewed above. All diskettes should be clearly labeled with: (1) the party's name; (2) the name of the proceeding and docket number; (3) the type of filing submitted (e.g., comments or oppositions); and (4) the date of submission. The diskettes should be accompanied by a cover letter and filed with Lauren Kravetz, Policy and Rules Branch, Commercial Wireless Division, Wireless Telecommunications Bureau, 445 12th Street, S.W., Room 4-A163, Washington, D.C. 20554. Obtaining copies of the applications: Copies of the applications and any subsequently filed documents in this matter may be obtained from International Transcription Service, Inc. (ITS), 445 12th Street, S.W., CY- B402, Washington, D.C. 20554, (202) 314-300. The applications and documents are also available for public inspection and copying during normal reference room hours through the Commission's Office of Public Affairs, Reference Operations Division, 445 12th Street, S.W., Room CY-C314, Washington, D.C. 20554. Electronic versions of applications involving Paging and Radiotelephone Services (Part 22), Narrowband Personal Communications Services (Part 24), Auctioned 900 MHz SMR (Part 90), Common Carrier Point-to-Point Microwave (Part 101), and Private Operational Fixed Microwave (Part 101) are available via the Wireless Telecommunications Bureau Universal Licensing System, which is accessible on the Commission's website www.fcc.gov. Ex Parte status: Pursuant to 47 C.F.R.  1.1200(a), which permits the Commission to adopt modified 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. For further information, contact Lauren Kravetz or Pieter van Leeuwen, Wireless Telecommunications Bureau, Commercial Wireless Division at (202) 418-7240 (Parts 22 and 24); Ramona Melson, Wireless Telecommunications Bureau, Public Safety and Private Wireless Division at (202) 418-0680 (Parts 90 and 101); or Jeanette Spriggs, International Bureau, Satellite Division at (202) 418-0719 (Part 25). - FCC -