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DISCUSSION9%} p>"(# 7  X-XX` ` 9%}A.` ` Definition of "Alarm Monitoring Service Entity"9%} ` p>"(# 7  X-XX` ` 9%}B.` ` Whether Ameritech Obtained "Financial Control" Over Circuit City's Alarm Monitoring Division9%} ` p"(# 11 Xd9%}III. ORDERING CLAUSES9%} p"(# 17  X5#-ԛQjM I. INTRODUCTION   X$-d A.Overview  X&-1.` ` We revisit in this Order on Remand a "Motion for Orders to Show CauseQ and to Cease and Desist" filed by the Alarm Industry Communications Committee (AICC) against"', * *,,n("  X-Ameritech Corporation (Ameritech). The Commission's initial order in this proceeding'(,X {Oy-ԍSee In the Matter of Enforcement of Section 275(a)(2) of the Communications Act of 1934, as amended  {OC-by the Telecommunications Act of 1996, Against Ameritech Corp., CCBPol 9617, Memorandum Opinion and  {O -Order, 12 FCC Rcd 3855 (1997) (hereinafter "Circuit City Order"), vacated and remanded sub nom. Alarm  {O-Industry Commun. Comm. v. FCC, 131 F.3d 1066 (D.C. Cir. 1997) (hereinafter "AICC v. FCC"). ' denied AICC's motion on the ground that Ameritech's acquisition of the alarm monitoring assets of a division of Circuit City Stores, Inc. (Circuit City) did not come within the ambit of section 275 of the Communications Act, as amended by the Telecommunications Act of  Xt-1996.!$t,X {O - (#ԍTelecommunications Act of 1996, Pub. L. No. 104104, 110 Stat. 56 (1996 Act), codified at 47 U.S.C.   {O - &151 et seq. Hereinafter, all citations to the 1996 Act will be to the 1996 Act as it is codified in the United States  &Code. The 1996 Act amended the Communications Act of 1934. We will refer to the Communications Act of 1934,  yO9 -as amended, as "the Communications Act" or "the Act."! That order was vacated on review by the United States Court of Appeals for the  XQ-District of Columbia Circuit and remanded to the Commission.HQ,X {O-ԍSee supra note 1.H As directed by the court, we have considered anew the issues raised in this proceeding in light of the concerns identified by the court regarding our prior determination. Based on a more thorough analysis, we now conclude, for the reasons discussed below, that Ameritech's acquisition of Circuit City's alarm monitoring assets violates section 275(a)(2). We therefore grant, in part, AICC's motion and  X-order Ameritech pursuant to section 312(c) of the Act,X6 ,X yO- (#Mԍ47 U.S.C.  312(c). Section 312(c) establishes that "[b]efore . . . issuing a cease and desist order pursuant  &to subsection (b), the Commission shall serve upon the licensee, permittee, or person involved an order to show cause why an order of revocation or a cease and desist order should not be issued."  to show cause why a cease and desist  X -order should not be issued pursuant to section 312(b).9X V ,X yO- (#ԍ47 U.S.C.  312(b). Section 312(b) provides that "[w]here any person . . . has violated or failed to observe  &any of the provisions of this Act . . . the Commission may order such person to cease and desist from such action." 9  X9 - B.Procedural Background  X - 2.` ` On June 28, 1996, Ameritech acquired all the assets of Circuit City's Home Security Division, Circuit City's division exclusively devoted to providing alarm monitoring services. On August 12, 1996, AICC filed with the Commission a motion requesting the Commission to issue an Order to Show Cause and to Cease and Desist against Ameritech. AICC claimed in that motion that Ameritech's acquisition of Circuit City's alarm monitoring assets and its solicitation of further purchases of alarm monitoring assets from unaffiliated  X!-alarm monitoring service providers violate section 275(a)(2).!v,X {OH$-ԍSee Motion for Orders to Show Cause and to Cease and Desist (Motion) at 4. That provision permits a Bell Operating Company (BOC) or BOC affiliate that was engaged in providing alarm monitoring services as of November 30, 1995, to continue to do so, provided that it ",l(l(,,"Ԍ V-Xmay not acquire any equity interest in, or obtain financial control of, any unaffiliated  X-alarm monitoring service entity after November 30, 1995 and until 5 years after the date of enactment of the Telecommunications Act of 1996, except that this sentence shall not prohibit an exchange of customers for the customers of an unaffiliated alarm  Xv-monitoring service entity.$v,X yO- (#ԍ47 U.S.C.  275(a)(2) (emphasis added). The Commission determined that Ameritech is the only BOC that  {O- &,qualifies for "grandfathered" treatment under section 275(a)(2).  Implementation of the Telecommunications Act of  {O- &1996: Telemessaging, Electronic Publishing, and Alarm Monitoring Services, CC Docket No. 96152, Second Report and Order, 12 FCC Rcd 3824, 3839 (1997).(# AICC contended that Ameritech obtained "financial control" of an "unaffiliated alarm monitoring service entity," in violation of section 275(a)(2), by acquiring Circuit City's alarm  X-monitoring assets.G,X {OO -ԍSee Motion at 5.G AICC urged the Commission to (1) direct Ameritech to show cause why it should not be required to rescind its purchase of Circuit City's alarm monitoring assets; and (2) issue a cease and desist order, requiring Ameritech to rescind its purchase of Circuit City's alarm monitoring assets and to refrain from attempting to acquire the assets of additional alarm monitoring service providers until February 8, 2001, the date on which the fiveyear  X; -statutory moratorium on BOC entry into alarm monitoring services expires.N ; F,X {O2-ԍSee Motion at 4, 1113.N  X -3.` ` The Commission established a pleading cycle for comments on AICC's motion on August 23, 1996 and received comments from Ameritech and reply comments from  X-AICC. ,X {O8- (#kԍPublic Notice, "Pleading Cycle Established for Comments on AICC Motion for Orders to Show Cause and  &to Cease and Desist," CCBPol 9617, DA 961427 (rel. Aug. 23, 1996). Ameritech filed comments on September  &Y6, 1996 (Ameritech Comments), and AICC filed reply comments on September 13, 1996 (AICC Reply Comments).  {O- &KThe Commission's initial Circuit City Order summarizes the arguments set forth in those comments. See Circuit  {O\-City Order, 12 FCC Rcd at 385758. On March 25, 1997, the Commission released its Memorandum Opinion and Order,  X-denying AICC's motion.  ,X {O-ԍSee supra note 1. Commissioner Ness dissented from the Circuit City Order. The Commission ruled that Ameritech's acquisition of the alarm monitoring assets of Circuit City's Home Security Division did not come within the ambit of section 275(a)(2) on the basis of a finding that a division is not an "entity" within the  X#-meaning of that subsection.^ # ,X {O!-ԍCircuit City Order, 12 FCC Rcd at 3859.^ The Commission reasoned that "the statutory language regarding 'alarm monitoring service entity' is unambiguous" and that "the plain meaning of  X-the term requires that an 'entity' have an independent legal existence."@ ,X {O@%-ԍId.@ Because the Home Security Division was an unincorporated division of Circuit City, the Commission concluded that the Division did not have an independent legal existence and, therefore, was not an"D ,l(l(,,"  X-"entity" for purposes of section 275(a)(2).:,X {Oy-ԍId.: Having determined that Ameritech's acquisition of Circuit City's assets did not implicate section 275, the Commission did not address other issues raised by the parties, such as the meaning of "financial control," and denied AICC's  X-Motion for Orders to Show Cause and to Cease and Desist.:Z,X {O-ԍId.:  XQ-4.` ` AICC appealed the Commission's Circuit City Order to the D.C. Circuit on  X0-April 2, 1997. The court stayed the Commission's order pending appeal.0,X {O -ԍAlarm Industry Commun. Comm. v. FCC, No. 971218 (D.C. Cir. filed Nov. 17, 1997). On December 30, 1997, the court issued an opinion vacating and remanding the Commission's order. The court held that the Commission erred in concluding that the term "unaffiliated alarm monitoring entity," as used in section 275(a)(2), is "unambiguous" and that there is a plain meaning of the  X-term that requires the entity to have an independent legal existence.a~,X {O-ԍAICC v. FCC, 131 F.3d at 1068.a The court rejected the Commission's reliance on a dictionary definition to give meaning to the term "entity" because this approach did not take into account other possible interpretations of the term, statutory objectives, or Congressional intent. The court specifically rejected the Commission's reliance  X -on Black's Law Dictionary's definition of "entity" as "an organization or being that possesses a separate existence for tax purposes" on the basis that other dictionary definitions of "entity" are broad enough to include an unincorporated division, such as Circuit City's Home Security Division. Further, the court rejected the Commission's contention that section 274(i)(6), which defines "entity" for purposes of a BOC's entry into electronic publishing, supports its  Xk-interpretation of "entity.""$k,X {O,- (#ԍSection 274(i)(6) of the Communications Act provides that "the term 'entity' means any organization and  yO- &includes corporations, partnerships, sole proprietorships, associations, and joint ventures." 47 U.S.C.  274(i)(6).  {O- &The Commission relied on that provision as support for interpreting "entity" as a separate legal organization.  Circuit  {O-City Order, 12 FCC Rcd at 3859." The court determined that the list of examples of "entity" provided in section 274(i)(6) was not an exhaustive list and could include an unincorporated  X%-division because the list was not limited to separate legal organizations.a% ,X {O-ԍAICC v. FCC, 131 F.3d at 1069.a  X-5.` ` The court also expressed concern that the Commission's interpretation of "alarm monitoring service entity" could not be reconciled with other clauses of section 275(a)(2). Specifically, it observed that the Commission's interpretation of section 275(a)(2) would permit Ameritech to buy all the assets of a division, but preclude Ameritech from  XS-buying one share of stock in the corporation.OS ,X {O%-ԍId. at 1068.O The court could see no reason why Congress"S ,l(l(,,o"  X-would draw such a distinction between asset and equity acquisitions.O,X {Oy-ԍId. at 1071.O It also noted that the Commission's treatment of "entity" would make "superfluous" the final clause in section  X-275(a)(2), which permits the exchange of customer accounts.OZ,X {O-ԍId. at 1070.O This final clause, the court suggested, would make sense only if section 275(a)(2) placed restraints on asset acquisitions. The court concluded that the disputed language was "uncertain," and vacated and remanded the case to the Commission "to decide how best to resolve the ambiguity in the phrase 'alarm  X.-monitoring service entity.'"O.,X {O -ԍId. at 1072.O The court stated that it did not intend to foreclose the Commission from interpreting the phrase narrowly, but that the Commission's interpretation  X-must be based on more than a single dictionary definition.L~,X {O-ԍId.L  X-6.` ` The parties subsequently filed supplemental comments addressing points raised  X -during the oral argument before the court and in the court's decision.~ ,X {O@- (#ԍSee Ameritech's Supplemental Comments In Light of the D.C. Circuit's Decision in AICC v. FCC (filed  &JApril 1, 1998) (Ameritech Supplemental Comments) and AICC's Letter of April 9, 1998 responding to Ameritech's  &Supplemental Comments (AICC Supplemental Comments). These pleadings were filed in accordance with the  &Common Carrier Bureau's Public Notice changing the status of the proceeding from "permit but disclose" to  {Ob- &>"restricted" for ex parte purposes. See Public Notice, "Change in Ex Parte Treatment of Alarm Industry  {O,- &Communication Committee Emergency Motion for Orders to Show Cause and to Cease and Desist (Circuit City Proceeding)," CCBPol 9617, DA 98386 (rel. Feb. 26, 1998).  The Common Carrier Bureau sent Ameritech written requests for further information and documentation relating to  X9 -the Ameritech/Circuit City transaction.Z9 V ,X {O@- (#ԍSee Letter dated April 21, 1998 from Deputy Chief, Common Carrier Bureau (FCC) to Lynn S. Starr, Exec.  &-Dir., Ameritech, and Letter dated May 14, 1998 from Deputy Chief, Common Carrier Bureau (FCC) to Lynn S. Starr, Exec. Dir., Ameritech (seeking clarification of certain responses to the first letter). These requests sought information regarding, among other things, the types of assets Ameritech purchased, the number of Circuit City employees it  X -hired, and the buildings or other facilities it acquired from Circuit City. Ameritech's  X -responses to the Common Carrier Bureau's request for information,Z x,X {O- (#yԍSee Letter dated May 12, 1998 from Lynn S. Starr, Exec. Dir., Ameritech to Deputy Bureau Chief, Common  &Carrier Bureau, FCC (Ameritech May 12, 1998 Letter) and Letter dated May 19, 1998 from Lynn S. Starr, Exec. Dir., Ameritech to Deputy Bureau Chief, Common Carrier Bureau, FCC (Ameritech May 19, 1998 Letter). and the pleadings filed throughout this proceeding, establish the following relevant, undisputed facts regarding Ameritech's acquisition of Circuit City's alarm monitoring assets.",l(l(,,"  X- C.Ameritech's Acquisition of Assets   X-7.` ` Prior to Ameritech's June 28, 1996 acquisition of Circuit City's alarm monitoring assets, Circuit City provided alarm monitoring services through its Home Security Division. The Home Security Division's services included providing alarm protective  XQ-equipment, installing the equipment, and monitoring signals activated by the equipment.9ZQ,X {O- (#ԍSee Ameritech May 12, 1998 Letter, Exh. 4 (Agreements regarding services provided by Circuit City);  &Ameritech May 19, 1998 Letter, Exh. 3 (Circuit City's Prospectus for Acquisition describing its alarm monitoring operations). 9 These services were provided under the names "Circuit City Monitored Security Systems" and  X -"Circuit City Home Security Systems."a ,X {O -ԍSee Ameritech May 12, 1998 Letter, Exh. 4.a At the time of the asset acquisition, sixteen  X-employees worked exclusively for the Home Security Division.D|,X {O-ԍSee id. at 3.D Circuit City had a Director  X-of the Home Security Division to manage the alarm monitoring service operations.>,X {O-ԍSee id.> Circuit  X-City also maintained a separate accounting of the Division's finances. ,X {O- (#ԍSee id. at 56 and Exh. 3 (providing financial data pertaining to revenue received by Home Security Division).  X\ -8.` ` Ameritech purchased Circuit City's alarm monitoring service assets with cash,  X9 -pursuant to an Asset Purchase Agreement signed by Circuit City and Ameritech.D!9 ,X {O-ԍSee id. at 4.D The assets purchased included all of Circuit City's alarm monitoring contracts, machinery and equipment, intellectual property and goodwill, and books and records pertaining to the alarm monitoring  X -business.{" ,X {O -ԍSee id. at 1 and Exh. 1 (listing assets acquired from Circuit City).{ Ameritech also acquired the building Circuit City had used as its headquarters for  X-alarm monitoring services and as its alarm monitoring facility.#,X {O|- (#\ԍSee id. at 2. Ameritech also states that it did not acquire two other facilities that Circuit City had used in the provision of alarm services. In addition, Ameritech made offers of employment to fifteen of the sixteen Circuit City employees whose work was fully  Xg-dedicated to the Home Security Division.D$gx,X {O"-ԍSee id. at 3.D Twelve of those employees accepted Ameritech's  XD-offer of employment.D%D ,X {O$-ԍSee id. at 3.D "!%,l(l(,,"Ԍ X-9.` ` Ameritech subsequently integrated Circuit City's alarm monitoring assets and  X-employees into its existing SecurityLink operations.I&,X yOV-ԍAmeritech Comments at 2.I Ameritech sent letters to Circuit City's  X-former customers explaining that Ameritech would now provide their security services.`'X,X {O-ԍSee Ameritech May 12, 1998 Letter at 4. ` To Ameritech's knowledge, Circuit City did not continue to provide alarm monitoring services or  Xt-subsequently engage in a new alarm monitoring service business.F(t,X {O -ԍSee id. at 7. F  X.-r II. DISCUSSION d  X-A.Definition of "Alarm Monitoring Service Entity"  X-  10.` ` The D.C. Circuit remanded the Circuit City case to the Commission "to resolve the ambiguity in the phrase 'alarm monitoring service entity,'" based on more than a dictionary definition. Consistent with the court's directive, we consider Ameritech's Circuit City transaction in light of the concerns expressed by the court regarding the Commission's prior holding. Based on this more extensive analysis, we believe that the Commission's initial  X -Circuit City Order defined "entity" too narrowly as an organization requiring a separate legal existence. We now conclude on remand, after examining the statutory objectives underlying section 275(a)(2), that a broader definition of "entity" that includes any organizational unit such as Circuit City's Home Security Division is more consistent with the Congressional purpose underlying section 275(a)(2). This interpretation is also consistent with the idea that  XH-"entity" is "the broadest of all definitions which relate to bodies or units,")H|,X {Ou-ԍAICC v. FCC, 131 F.3d at 1069 (citing 2 Collier on Bankruptcy,  101.15 (15th ed. 1997)). which is recognized by the D.C. Circuit and reflected in judicial and statutory definitions of "entity" in other contexts. Accordingly, we reject the Commission's prior construction of the term "entity" as used in section 275(a).  X- 11.` ` When the meaning of a statute is ambiguous, it is appropriate to turn to  Xv-legislative history for guidance.*v,X {O5-ԍSee 2A Sutherland Stat. Const.  48.01 at 302 (5th Ed. 1992). The legislative history of section 275(a)(2), however, sheds little light on how we should define "alarm monitoring service entity." As the D.C. Circuit noted, there are directly contradictory statements by individual legislators regarding whether  X -asset purchases violate section 275(a)(2).V+B ,X yO^#-ԍThe D.C. Circuit stated that:  (#>XThe tortured history of the Telecommunications Act does not shed much light on the matter. Although  (#Congress rejected an earlier version that precluded a grandfathered Bell from acquiring 'the alarm  (#monitoring service activities of another entity,' S. 652, 104th Cong. (1995), it never explained the change  (#and the earlier draft made no mention of 'financial control.' On February 1, 1996, the day both Houses"F'*,l(l('"  (#Mapproved the Telecommunications Act, Representative Hyde stated, in written remarks inserted into the  (#Congressional Record, that grandfathered BOCs 'may grow their alarm monitoring business through  (#\customer or asset acquisitions.' 142 Cong. Rec. H1158 (daily ed. Feb. 1, 1996) (statement of Rep. Hyde).  (#On the same date, Senator Pressler commented, 'The language in the bill . . . is intended to include a  (#prohibition on the acquisition of the underlying customer accounts and assets.' 142 Cong. Rec. S689 (daily ed. Feb. 1, 1996) (statement of Sen. Pressler).(#  {O-AICC v. FCC, 131 F.3d at 1071.V The legislative history therefore provides no" +,l(l(,," conclusive guidance in determining whether Congress intended to prohibit the acquisition of alarm monitoring assets from an unincorporated division.  X- 12.` ` As the legislative history does not offer any guidance on the meaning of "entity" in section 275(a)(2), we next consider whether a broader interpretation of the term is consistent with the statutory intent of that section. We find that a broader interpretation of "entity" allows for a sensible reading of section 275 and gives meaning to all its various  X -provisions.,Z ,X yO- (#\ԍWhere the legislative history itself is ambiguous, we must look to other intrinsic aids, such as the purpose  {OV- &xof the statute and other provisions in the statute, to define an ambiguous term. See 2A Sutherland Stat. Const.   yO -48.01 at 303 (5th Ed. 1992). The term "entity" can be interpreted narrowly to refer only to a separate legal entity, or more broadly to encompass any organization or unit. Defining "entity" narrowly as an organization that has a separate legal existence raises the question that troubled the D.C. Circuit: Why would Congress prohibit a grandfathered BOC from obtaining control of an alarm monitoring service provider through the purchase of a single share of stock, but allow that BOC to obtain all the assets of that company by structuring the transaction as an asset  X9 -acquisition?-Z9 ,X yO- (#jԍThe court found that it makes little sense to "preclude[] Ameritech from acquiring even one share of Circuit  &City's stock," while allowing "Ameritech to acquire the company's entire alarm monitoring services division lock,  {On-stock, and barrel." AICC v. FCC, 131 F.3d at 1071.   X - 13.` ` Ameritech advances several arguments in response to this question, none of which we find persuasive. First, Ameritech argues that Congress intended to prohibit equity acquisitions, while permitting the acquisition of assets, because section 275(a)(2) does not  X-expressly bar asset acquisitions.8.X,X yOQ- (#=ԍAmeritech also explains that "Congress's express specification of 'equity interest' combined with the absence  &of a reference to assets in Section 275(a)(2) indicates its intent that assets not be covered." Ameritech Comments at 6.8 We agree that section 275(a)(2), on its face, does not  Xg-prohibit all asset acquisitions. We concluded in a previous order,/^g6,X {ON#- (#ԍSee In the Matter of Enforcement of Section 275(a)(2) of the Communications Act of 1934, as amended by  {O$- &,the Telecommunications Act of 1996, Against Ameritech Corp., CCBPol 977 and 978, Memorandum Opinion and  {O$-Order and Order to Show Cause, FCC 98148 (rel. July 8, 1998) (hereinafter "CCA/Norman/Masada Order"). and reaffirm here, that it does prohibit transactions that result in financial control over the selling company and that the"D\/,l(l(,, "  X-statutory language does not exclude asset acquisitions from the prohibition.]0,X {Oy-ԍSee discussion infra at  21.] Ameritech further explains that Congress made this distinction because it was primarily concerned with  X-preventing hostile takeovers.Y1Z,X yO-ԍAmeritech Comments at 9 n.5 and 1213. Y The D.C. Circuit found Ameritech's explanation unpersuasive. The court described this argument as "farfetched" because it does not account for section 275(a)(2)'s prohibition of all types of equity acquisitions, including takeovers welcomed by  XQ-the target company or the acquisition of even one share of stock.a2Q,X {O -ԍAICC v. FCC, 131 F.3d at 1071.a Ameritech subsequently added, in its Supplemental Comments, that section 275(a)(2)'s prohibition of only equity acquisitions was a result of legislative compromise and that the Commission must honor that  X-compromise.W3|,X yO-ԍAmeritech Supplemental Comments at 31.W There is no evidence, however, that Congress intended to forge such an illogical compromise and, as stated above, the legislative history offers no guidance on this point. The D.C. Circuit could find no reason why Congress would have distinguished  X -between asset and equity transactions when the transactions achieve the same result i.e., the acquisition of an alarm monitoring business, and, on further reflection, neither can we. As the D.C. Circuit noted, there is no evidence that Congress was more concerned with the form of  X -the transaction rather than its substance.4 ,X {O- (#ԍThe court could find no "telecommunications policy that would turn on the method of acquisition." AICC  {O-v. FCC, 131 F.3d at 1071.  X - 14.` ` Rather, we conclude that Congress apparently viewed section 275(a)(2) as a procompetitive provision and that it meant to authorize grandfathered BOCs to continue in the alarm business and to grow that business only through competition, not through equity  Xi-acquisitions or asset acquisitions that result in financial control.5ih ,X {O-ԍSee Circuit City Order, 12 FCC Rcd. at 386465 (Commissioner Ness, dissenting). Congress, in enacting section 275, appeared concerned about ensuring a "level playing field" between the BOCs and  X#-the alarm monitoring industry.-6"# ,X {O- (#MԍSee H.R. Rep. No. 104204, 104th Cong., 1st Sess., 87 ("The stateofart services provided by the alarm  &Zand telemessaging industries are dependent on the local telephone wires . . . . These industries have had problems  &with the local telephone companies. On several occasions, the Federal government has stepped in to ensure a level  yO(!-playing field. Thus, the concerns raised by the industry are real and not theoretical.").- A broader interpretation of "entity," for purposes of determining section 275(a)(2)'s restrictions, therefore comports best with this stated intent. We can find no reason "why it would have mattered to Congress whether a potential target of Ameritech ran its alarm monitoring business through a whollyowned incorporated subsidiary  X-or, as here, through an unincorporated operating division."a7,X {O,&-ԍAICC v. FCC, 131 F.3d at 1071.a If section 275(a)(2) prohibited asset acquisitions only from separate subsidiaries, companies could easily circumvent the law"t v7,l(l(,,"  X-by transforming a subsidiary into an unincorporated division.8Z,X yOy- (#>ԍAs the D.C. Circuit stated, "[I]f the Commission decided that Ameritech could not purchase the assets of  &[an unincorporated subsidiary, the seller could merely reconfigure its structure before the sale so that its alarm  {O -monitoring assets were held in an unincorporated division." AICC v. FCC, 131 F.3d at 1071.  A more rational interpretation is that Congress intended to prohibit equity transactions and nonequity acquisitions that result in financial control of any type of entity, regardless whether the entity has a separate legal existence.  XQ-15.` ` Interpreting the term "entity" more broadly also gives meaning to the final  X.-clause of section 275(a)(2). That clause expressly permits a grandfathered BOC, i.e., Ameritech, to exchange customers with an "unaffiliated alarm monitoring service entity," without violating section 275. The D.C. Circuit questioned why this clause would allow the  X-acquisition of one kind of asset (i.e., customer accounts), if "the clauses preceding the customer exchange clause place no restraints on asset acquisitions of less than everything the  X -corporation holds."a9 ,X {O-ԍAICC v. FCC, 131 F.3d at 1070.a On further reflection, we agree that this clause would appear to be superfluous if section 275(a)(2) permits, as Ameritech contends, a grandfathered BOC to  X= -acquire all, or substantially all, of an alarm monitoring service entity's assets.Z:= |,X yOj- (#kԍAmeritech has argued that Congress intended that the clause permit taxfree customer exchanges through  {O2- &the acquisition of equity in subsidiary or special purpose corporations for tax purposes. See Ameritech Comments  &jat 89. We find this interpretation of the clause strained and unsupported by the record. A far more obvious  &Zinterpretation is the clause creates an exception to a more general prohibition on asset acquisitions that result in financial control.Z Reading the term "entity" more broadly to pertain to all types of organizations, including an unincorporated division, thus gives meaning to the final clause of section 275(a)(2) and allows us to read this clause consistently with the other clauses in that subsection.  X-16.` ` Our review of judicial and statutory definitions of "entity," in other contexts, also supports a broader interpretation of "entity," for purposes of section 275(a)(2). The D.C. Circuit, for example, in reviewing the term "entity" in the context of the Foreign Missions  X%-Act, stated that "[t]he meaning of the term 'entity' in general usage is quite broad . . . .";%. ,X {O-ԍPalestine Information Office v. Shultz, 853 F.2d 932, 937 (1988).  Similarly, other statutes that use the term "entity," define it to include organizations including, but not limited to, those with a separate legal existence. "Entity" has been statutorily defined  X-to include an "organization,"q< ,X {O-"-ԍSee 47 U.S.C.  274(i)(6) at supra note 18.q an "association,"U=R ,X {O#-ԍSee 47 U.S.C.  274(i)(6). U a division of a government bureau,>,X yOQ%- (#=ԍThe Indian Law Enforcement Reform Act defines the term "Division of Law Enforcement Services" as "the  {O&-entity established within the Bureau." See 25 U.S.C.  2801. and a" >>,l(l(,,"  X-"person."?,X yOy- (#ԍIn the Bankruptcy Code, for example, "entity" is defined to include "person, estate, trust, governmental unit,  {OA-and United States trustee." See 11 U.S.C.  101(15) (emphasis added). In contrast, in other contexts, Congress has expressly made statutes applicable to separate "legal  X-entities" when it has so intended,>@",X {O- (#{ԍSee, e.g., the Racketeer Influenced and Corrupt Organizations Act, which defines "enterprise" as "any  {OW-individual, partnership, corporation, association, or other legal entity . . . ." 18 U.S.C.  1961(4) (emphasis added).> or further defined the type of entity affected by the  X-statute.=A~,X yO- (#ԍThe Foreign Service Immunity Act, for example, specifies that an "agency or instrumentality of a foreign  {O -state is defined as an entity: (1) which is a separate legal person, corporate or otherwise." 28 U.S.C.  1603(b). = These further definitions would not be necessary if the term "entity," on its own, was understood to require a separate legal existence.  X.-17.` ` Finally, as the D.C. Circuit observed in AICC v. FCC, most dictionary definitions of "entity" are broad enough to include Circuit City's Home Security Division.  X-For example, The American Heritage Dictionary of the English Language defines "entity" as "something that exists as a particular and discrete unit" and defines "unit" as an "individual, a group, a structure or other entity regarded as an elementary structural or functional constituent  X -of a whole."B ,X {O/-ԍAICC v. FCC, 131 F.3d at 1069 (citing American Heritage Dictionary 614 (3d ed. 1992)). As the court noted, "it is hardly evident why Circuit City's operating division was something other than a 'group' or 'structure' that was a 'functional constituent of a whole,' the whole being the Circuit City corporation in other words, the division was a  X -particular and discrete unit, an 'entity.'"FC ,X {OX-ԍId.F  X -18.` ` We conclude, therefore, that the term "entity," for purposes of section 275(a)(2), should be construed to include any "organization" or "unit," including an unincorporated division such as the Home Security Division. This conclusion is consistent with Ameritech's position that the term "entity" must apply to the "holder of the assets" and  XH-does not "encompass an amorphous collection of assets."aDH ,X {O-ԍSee Ameritech Supplemental Comments at 20.a We regard the Home Security Division, not its alarm monitoring assets, as the "entity." The fact that the Home Security Division was organized exclusively to provide Circuit City's alarm monitoring services, had its own director and employees, its own assets, and maintained a separate accounting of its finances, demonstrates that the Home Security Division operated as a separate unit or organization within Circuit City, such that it was an "entity" distinguishable from the Circuit City corporation.  X0- B.XWhether Ameritech Obtained "Financial Control" Over Circuit City's Alarm  X -Monitoring Division hh^(#  X-19. ` ` Having decided that Circuit City's Home Security Division is an "entity" within the meaning of section 275(a)(2), we now address whether Ameritech "obtained financial" D,l(l(,," control" of the Home Security Division in violation of section 275(a)(2). As explained above,  X-the Commission did not reach this issue in its initial Circuit City Order.HE,X {OV-ԍSee supra  3.H We now determine that Ameritech obtained "financial control" of the Home Security Division because it acquired control of the Division's entire business operations and integrated those operations into its own ongoing alarm monitoring business.  X0-20.` ` We previously considered the issue of "financial control," for purposes of  X -section 275(a)(2), in our CCA/Norman/Masada Order, which addressed Ameritech's transactions with three other alarm monitoring service entities. In that proceeding, Ameritech and AICC raised virtually the same arguments regarding "financial control" as they raise here. We explained in that order that the issue of "financial control" must be determined by looking  X -at the totality of circumstances in a particular case.ZF Z,X {O -ԍCCA/Norman/Masada Order at  25.Z Because a broad range of factors could demonstrate direct or indirect control, we declined to identify a single criterion or factor that would determine whether Ameritech obtained "financial control" of another alarm monitoring  X -service entity.FG ,X {O-ԍId. at  25.F   X -21.` ` We concluded in our CCA/Norman/Masada Order that section 275(a)(2) prohibits those asset sales that confer "financial control" of an alarm monitoring service  X-entity.FH~,X {O-ԍId. at  24.F We explained in that order that the legislative history regarding section 275 is not  Xm-illuminating on the issue of financial control.LIm,X {O.-ԍId. at  30.L We determined, however, that while Congress did not expressly prohibit all asset acquisitions, it did prohibit transactions through which the buying company obtains "financial control" of the selling company. We further determined that such prohibited transactions could include asset acquisitions. While we recognized that not all asset acquisitions result in "financial control," we concluded that section 275(a)(2) bars  X-those asset acquisitions that do confer such control over an alarm monitoring service entity.nJ,X yO- (#ԍIn reaching this conclusion, we disagreed with AICC's argument in this proceeding that Ameritech obtained  &"financial control" of an alarm monitoring service entity by purchasing Circuit City's alarm monitoring assets because  &"[t]here is no greater manifestation of control than ownership." AICC Reply Comments at 4. A buying entity might  &not obtain "financial control" of the selling entity where, for example, the seller transfers assets but continues to control its ongoing business functions. n  Xx-22.` ` With respect to the CCA, Norman, and Masada transactions, we concluded that Ameritech obtained "financial control" of the entities because it engaged in more than a  X2-simple purchase of assets.ZK2R ,X {O5'-ԍCCA/Norman/Masada Order at  27.Z Ameritech integrated those three entities' businesses into its own"2 K,l(l(,,P" alarm monitoring business by hiring virtually all those entities' employees, assuming liabilities related to their alarm monitoring business, and subsequently serving the entities' former customers. The fact that these transactions were structured as taxfree "reorganizations," requiring the entities to liquidate and dissolve following the asset acquisitions, supported our conclusion that the selling entities no longer exerted "financial control" over their business functions and that Ameritech obtained control of the entities' entire alarm monitoring business  X.-through these transactions.L.,X yO- (#ԍWhile the structuring of these transactions as taxfree reorganizations supported our conclusion, they were not essential to our determination that Ameritech obtained "financial control" of the three entities.  X-23.` ` Ameritech advances in this proceeding many of the same arguments in support of its contention that section 275(a)(2), on its face, permits all asset acquisitions that the Commission rejected when it determined that Ameritech obtained financial control over CCA, Norman, and Masada. Ameritech also advances many of these same arguments in support of its contention that section 275(a)(2) permits the purchase of assets from an unincorporated  X9 -division, i.e., Circuit City's Home Security Division. We reject Ameritech's arguments in support of its contention that it did not obtain "financial control" over the Home Security Division, for the reasons the D.C. Circuit rejected, and the Commission now rejects, Ameritech's arguments with respect to what constitutes an "entity." Ameritech basically reiterates its view that Congress did not ban asset acquisitions, and therefore, that it could not obtain "financial control" of an entity in violation of section 275(a)(2) through an asset acquisition. As stated above, however, Ameritech has yet to offer any sound policy reason or evidence why Congress would intend to permit a grandfathered BOC to purchase all or part of  X#-an alarm monitoring entity's assets, but not a single share of stock of the entity.OM# ,X {O-ԍSee supra  13.O Ameritech also reasserts its argument that Congress intended only to prohibit hostile takeovers in section 275(a)(2), as support for its contention that it could not obtain "financial control" of the Home Security Division through an asset acquisition. Again, the argument is without merit in light of the fact that it is impossible to engage in a hostile takeover by purchasing one share of stock, yet section 275(a)(2) expressly prohibits the acquisition of even one share of stock from  XQ-an alarm monitoring service entity.INQ,X {O-ԍSee supra  13.I We have also rejected Ameritech's argument that the "customer exchange provision" does not favor a broad interpretation of "financial control" that  X -prohibits certain types of asset acquisitions.IO D,X {O!-ԍSee supra  15.I  X-24.` ` Nor do we find persuasive Ameritech's argument that Congress intended to permit all asset acquisitions because it replaced language in an earlier bill containing a broad prohibition against acquisitions of "the alarm monitoring service activities of another entity,"  X\-with the final language prohibiting "equity interest" and "financial control."ZP\,X yO&-ԍAmeritech Supplemental Comments at 3538.Z Ameritech"\ f P,l(l(,,Z" provides no explanation as to why Congress dropped the original language. Nothing in the ultimate version adopting the "financial control" language detracts from our conclusion that, at  X-a minimum, Congress intended to bar those asset acquisitions resulting in financial control of an alarm monitoring service entity. In fact, it could be argued that the ultimate language imposes broader restrictions than the original language because it prohibits, not only  XQ-acquisitions, but other types of transactions that result in "financial control."Q\Q,X {O- (#ԍSee CCA/Norman/Masada Order at  30. Ameritech even asserts that section 275(a)(2) precludes a company  &from acquiring "financial control" over another company through other means, such as demanding a role in its  {O\-decision making process in exchange for acquiring its debt. See Ameritech Comments at 78.  X -25.` ` Finally, Ameritech raises several constitutional arguments in its Supplemental Comments to support its contention that section 275(a)(2) permits all asset acquisitions. Ameritech asserts that section 275(a)(2) would be an unconstitutional bill of attainder if construed to prohibit asset acquisitions because it would prohibit Ameritech from engaging in,  X -what it considers to be, lawful behavior.aR ,X {O-ԍSee Ameritech Supplemental Comments at 40.a We reject Ameritech's bill of attainder argument  X\ -for several reasons. First, in the CCA/Norman/Masada Order and in this order, we have not interpreted section 275(a)(2) to prohibit all asset acquisitions. Rather, we have rejected Ameritech's argument that section 275(a)(2) permits all asset acquisitions. Consistent with the language of section 275(a)(2), we have interpreted section 275(a)(2) to prohibit equity transactions and only those asset acquisitions that result in the buying company obtaining  X-"financial control" over an alarm monitoring service entity.IS~,X {O-ԍSee supra  21.I Second, section 275(a)(2) does not bar Ameritech from engaging in alarm monitoring, nor from growing its alarm monitoring business through nonequity transactions or transactions that do not result in Ameritech  XF-obtaining financial control over an alarm monitoring entity. In BellSouth v. FCC, the D.C. Circuit rejected BellSouth's argument that section 274 of the Act was a bill of attainder, for  X-the reason, inter alia, that section 274 did not bar the BOCs from engaging in electronic  X-publishing, but only required structural separation.T,X {O- (#ԍSee BellSouth Corp. v. FCC, No. 971113, 1998 WL 242244 (D.C. Cir. May 15, 1998). The D.C. Circuit also rejected BellSouth's bill of attainder argument because the statute furthers nonpunitive legislative purposes.  This type of structural separation, the court found, "has the earmarks of a rather conventional response to commonly perceived risks  X-of anticompetitive behavior."FUj ,X yO -ԍ1998 WL 242244 at *7.F Similarly, section 275(a)(2) was intended to help create a "level playing field" between BOCs and the alarm monitoring industry and established  XU-restrictions on BOC alarm monitoring acquisitions to achieve this procompetitive goal.IVU ,X {O$-ԍSee supra  14.I  X- 26.` ` Ameritech also asserts that construing section 275(a)(2) as prohibiting asset acquisitions would violate its due process rights because "there is no rational basis for" V,l(l(,,"  X-restricting Ameritech's outofregion activities."hW k {Oy-ԍSee Ameritech's Supplemental Comments at 4142. h We view this argument as a constitutional challenge to the statute itself. As Ameritech has repeatedly stated in its submissions to the Commission, section 275 was the result of compromise. We view the resulting compromise as limiting Ameritech's outof region alarm monitoring activities only when those activities involve asset acquisitions resulting in "financial control" of an unaffiliated alarm monitoring service entity. To the extent that Ameritech still contends that the statute gives rise to due process concerns, its remedy is a judicial challenge to section 275.  XH-27. ` ` In addition to arguing that it cannot obtain "financial control" of an entity through an asset acquisition because section 275(a)(2), on its face, allows asset acquisitions, Ameritech also disputes that the facts of the Circuit City transaction gave it "financial control" of an alarm monitoring service entity. According to Ameritech, the term "financial control"  X -means to "control the entity financially i.e., to have the power to make the entity's financial  X -decisions."IX Z k yO-ԍAmeritech Comments at 6.I Even an acquisition of 100% of a company's assets, Ameritech argues, does not give it "financial control" of that company because decisions regarding the company's financial destiny continue to be made by the selling company's officers, directors, and  X-shareholders.DY k {O--ԍSee id. at 7.D Ameritech asserts that the selling company "can remain in business conducting its remaining operations (just as Circuit City has done after the sale of its alarm monitoring  Xd-assets to Ameritech) and/or it can enter into new operations."IZd| k yO-ԍAmeritech Comments at 7.I This argument is problematic for several reasons. First, it assumes that the selling entity is still an ongoing entity conducting business. As we found with respect to Ameritech's transactions with CCA, Norman, and Masada, however, Ameritech can structure an asset acquisition that also results in the dissolution of the selling company and the acquisition of that company's entire business. We determined that, as a result of those transactions, Ameritech obtained "financial control" over the future of CCA, Norman, and Masada's business enterprises. Additionally, for purposes of this case, Ameritech incorrectly assumes that Circuit City, or its collection of alarm monitoring assets, is the "alarm monitoring service entity" at issue. We have determined, however, that the Home Security Division constitutes an "entity" and is, therefore, the relevant "alarm monitoring service entity" in this proceeding. As such, the relevant question is whether Ameritech acquired "financial control" of the Home Security Division, not of Circuit City.   X"-28.` ` We conclude that Ameritech obtained   "financial control" of Circuit City's Home Security Division based on facts similar to those that led us to the same conclusion in  X-our CCA/Norman/Masada Order. Ameritech has not identified anything that was previously a" Z,l(l(,,Z"  X-part of Circuit City's Home Security Division that did not become a part of Ameritech.[ {Oy-ԍSee Circuit City Order, 12 FCC Rcd at 3862 n.31(Commissioner Ness, dissenting). Ameritech's responses providing supplemental information confirm that Ameritech acquired  X-all of Circuit City's alarm monitoring assets.\Z {O- (#ԍSee Ameritech May 12, 1998 Letter at 1 and Exh. 1, and Ameritech May 19, 1998 Letter at 1 and Exhs. 1A through 1G . This transaction, like those with CCA, Norman, and Masada, was more than a simple asset purchase. Ameritech acquired the entire alarm monitoring business of the Home Security Division by hiring the vast majority of its employees, integrating the Home Security Division's alarm monitoring business into its own ongoing alarm monitoring subsidiary, and subsequently serving Circuit City's former  X_-customers.U]_ {O -ԍSee supra  8, 9.U Unlike Ameritech's transactions with CCA, Norman, and Masada, this transaction was not arranged as a taxfree "reorganization" whereby the selling entity agreed to liquidate and dissolve. Nevertheless, the evidence suggests that, after the sale of assets to  X -Ameritech, the Home Security Division ceased to exist.^^ F {O-ԍSee Ameritech May 12, 1998 Letter at 7.^ We therefore conclude that, because Ameritech obtained control of the Home Security Division's entire business operations, it obtained "financial control" of that entity.  X -29.` ` Having found that Ameritech obtained "financial control" of the Home Security Division through its asset purchase, we conclude that Ameritech has violated section 275(a)(2). We grant AICC's motion insofar as AICC seeks an order directing Ameritech to show cause why it should not be required to cease and desist its violations of section  Xb-275(a)(2). Pursuant to sections 312(c) and 4(i) of the Act,_b {O- (#ԍSee supra note 4. Section 4(i) provides that "[t]he Commission may . . . issue such orders, not inconsistent with this Act, as may be necessary in the execution of its functions." Ameritech is required to show cause in writing within thirty (30) days of the release of this Memorandum Opinion and Order on Remand and Order to Show Cause why we should not issue a cease and desist order  X-pursuant to section 312(b)H`2  {O-ԍSee supra note 5.H directing Ameritech to divest itself of the assets formerly owned by Circuit City. Because a show cause proceeding must precede any cease and desist order we issue pursuant to section 312(b), we deny AICC's motion to the extent that AICC seeks an order to cease and desist at this time. We will consider whether such an order is warranted upon reviewing Ameritech's response to our Order to Show Cause.   X-30.` ` We also deny AICC's motion insofar as it seeks an Order to Show Cause as to why Ameritech should not be required to cease and desist from soliciting or engaging in further purchases of alarm monitoring assets of unaffiliated entities. As explained above, not all asset purchases violate section 275(a)(2). We must examine the individual facts relating to"N `,[([(,," each transaction in order to determine whether a violation has occurred. We therefore cannot conclude, at this time, that all future asset acquisitions necessarily violate section 275(a)(2). Nevertheless, our orders on this issue should provide Ameritech guidance in determining which transactions might violate that statute.  X-` ` T III. ORDERING CLAUSES ă  X_-31.` ` Accordingly, IT IS ORDERED that AICC's Motion for Order to Show Cause and to Cease and Desist in CCBPol 9617 is granted in part, insofar as we find that Ameritech's transaction with Circuit City violated section 275(a)(2) and grant the Motion for an Order to Show Cause with respect to Ameritech's transaction with Circuit City.  X -32. ` ` IT IS FURTHER ORDERED that AICC's Motion for Orders to Show Cause and to Cease and Desist is denied in part, insofar as we deny, at this time, AICC's Motion for an Order to Cease and Desist pertaining to the Circuit City transaction and deny AICC's Motion requesting that we order Ameritech to cease and desist from soliciting or engaging in further purchases of alarm monitoring assets of unaffiliated entities.  Xb- 33.` ` IT IS FURTHER ORDERED that Ameritech, pursuant to sections 312(c) and 4(i) of the Act, shall show cause in writing within thirty (30) days of the release of this Memorandum Opinion and Order and Order to Show Cause why a cease and desist order should not be issued, pursuant to section 312(b), directing Ameritech to divest itself of the assets formerly owned by Circuit City. ` `  ,hh^FEDERAL COMMUNICATIONS COMMISSION ` `  ,hh^Magalie Roman Salas ` ` ,hh^Secretary  ? <` `  ,hh^#x6X@`7 ?X@# ` `