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File pnmc5021 (.txt & .wp) is in directory \pub\Public_Notices\Miscellaneous. ************************************************************************* Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) ) International Telecommunications ) File No. I-T-C-96-370-TC Corporation ) ) Intelco, Global Information ) Services, Ltd. ) ) Cyberlink, Inc. ) ) Application for authority pursuant to Section) 214 of the Communications Act of 1934, as) amended, to transfer control of International) Telecommunications Group, Ltd. ) ORDER AND AUTHORIZATION Adopted: August 28, 1996 Released: August 30, 1996 By the Chief, Telecommunications Division: 1. On July 2, 1996, International Telecommunicatons Corporation ("ITC"); Intelco, Global Information Services, Ltd. ("IGIS"); and Cyberlink, Inc. ("Cyberlink") (collectively "the Applicants") filed the above-captioned application pursuant to Section 214 of the Communications Act of 1934, as amended, and "An Act Relating to the Landing and Operation of Submarine Cables in the United States," 47 U.S.C.  34-39, requesting authority to transfer control of their parent corporation, International Telecommunications Group, Ltd. ("ITG") to RSL Communications Limited ("RSL"). The Applicants also requested Special Temporary Authority to effectuate the transfer of control by July 12, 1996. The above-captioned application was placed on public notice on July 15, 1996. No comments were received. 2. On July 12, 1996, we granted the Applicants' request for special temporary authority to transfer control. By this order, we grant the Applicants final authority to transfer control of ITG to RSL. Parties 3. ITG, a Delaware corporation, does not itself hold any authorizations under Section 214 of the Communications Act. Its operating subsidiaries include the Applicants. ITG's principal shareholders are RSL and Charles M. Piluso, who respectively own approximately 50% and 44.25% of ITG's stock. 4. ITC is authorized to provide domestic interstate and international services as a non- dominant carrier. ITC has global Section 214 authority pursuant to Section 63.18(e)(1) and (e)(2) of the Commission's rules to provide all international facilities-based and resale services to all points in the world subject to the Commission's exclusion list. ITC also holds various other Section 214 authorizations, as well as submarine cable landing licenses as listed in Appendix A. 5. IGIS, a Delaware corporation, is a wholly owned subsidiary of ITC. In a separate filing submitted on June 26, 1996, IGIS has requested authority pursuant to Section 214 and Section 63.18(e)(2) of the Commission's rules to resell the international telecommunications services of other authorized carriers. 6. Cyberlink, a California corporation, is authorized under Section 214 to resell the switched message telephone service of existing carriers to provide international switched voice service between the United States and various overseas points, to resell non-interconnected private lines to provide private line service to various foreign points, to resell private lines to provide switched services between the United States and Canada, the United Kingdom and Sweden, and to provide facilities-based services (via INTELSAT and other facilities) between the United States and various foreign points. Cyberlink's principal shareholder, owning 51% of its capital stock, is ITC. 7. RSL, a privately held international holding company organized under the laws of the United Kingdom, is not currently a carrier under Section 214. Its parent corporation, RSL Communications, Inc. ("RSL Com"), is a British Virgin Islands corporation authorized under Section 214 to resell international switched telecommunications services. The majority shareholder of RSL Com is R.S. Lauder, Gaspar and Company, L.P. ("RSLAG"), a limited partnership organized under the laws of Delaware. The general partner of RSLAG is Bukfenc, Inc., a New York corporation whose president and majority, controlling shareholder is Andrew Gaspar. The majority interest holders of RSLAG are Ronald S. Lauder and members of the Lauder family. Messrs. Gaspar and Lauder and all other interest holders in RSLAG are United States citizens, as are all officers and directors of RSL. United States citizens also hold approximately 98% of the capital stock of RSL Com. Mr. Nir Tarlovsky, a citizen of Israel, is a director and Vice President of RSL Com. Discussion 8. ITG, RSL, and Charles M. Piluso have entered into a Stock Purchase Agreement whereby RSL has agreed to purchase 106,985 shares of common stock of ITG held by Mr. Piluso, giving RSL a controlling interest (84.2% on a fully diluted basis) in the company. In consideration for these shares, Mr. Piluso will receive specified cash payments. Pursuant to the terms of a separate Exchange Agreement, Mr. Piluso will also have the right to sell to RSL an additional number of ITG shares, equivalent to 5% of the company's outstanding capital stock, in exchange for 5% of the total number of shares of common stock of RSL Com outstanding. The application states that this latter acquisition of shares would not result in a transfer of control of RSL Com. 9. The Applicants request authorization for the transfer of control of ITG that would result from execution of the Stock Purchase Agreement. The Applicants state that a grant of this application would serve the public interest in permitting competitive international service companies such as ITC, IGIS, and Cyberlink to operate in the international service market. They state that ITC and Cyberlink critically need an immediate infusion of capital in order to meet their operating and other costs and avoid termination of service to customers, and that RSL is prepared to provide the needed capital if the proposed transaction takes place. 10. After due consideration of the facts and circumstances presented by this application, we conclude that the proposed transfer of control of ITG to RSL would serve the public interest, convenience, and necessity. As argued by the Applicants, we believe that the proposed acquisition will serve the public interest by promoting competition in the market for international services by allowing the Applicants to meet their financial obligations and to draw upon the substantial technical and managerial expertise of RSL Com. Ordering Clauses 11. Accordingly, IT IS ORDERED, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C.  214; and Section 63.18 of the Commission's Rules, 47 C.F.R.  63.18, that the application of ITC, IGIS, and Cyberlink, File No. I-T-C-96-370-TC, IS GRANTED, and we consent to the transfer of control, nunc pro tunc as of July 12, 1996, to RSL of ITG, the parent corporation of the holders of the pending and granted international Section 214 authorizations and interests in cable landing licenses listed in Appendix A. 12. IT IS FURTHER ORDERED that all terms and conditions of all Commission orders granting authority to ITC, IGIS, and Cyberlink to provide common carrier services remain in effect. 13. This Order is issued under Section 0.261 of the Commission's Rules, 47 C.F.R.  0.261, and is effective upon adoption. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's rules, 47 C.F.R.  1.106, 1.115, may be filed within 30 days of public notice of this order (see Section 1.4(b)(2), 47 C.F.R.  1.4(b)(2)). FEDERAL COMMUNICATIONS COMMISSION Diane J. Cornell Chief, Telecommunications Division International Bureau APPENDIX A Pending and Granted Section 214 Authorizations and Cable Landing Licenses International Telecommunications Corporation File No. Cite Purpose I-T-C-92-072 7 FCC Rcd 2311 (1992) International Switched Voice Resale I-T-C-92-105 7 FCC Rcd 4060 (1992) INTELSAT Business Services and International Television Services I-T-C-93-332 9 FCC Rcd 109 (1993) PTAT-1 Cable System I-T-C-95-568 11 FCC Rcd 6327 (1996) TAT-12/13, RIOJA, ODIN, and & S-C-L-93-004(M) EURAFRICA Cable Systems I-T-C-95-408 DA 96-870, 6/21/96 PTAT-1, CANTAT-3, CANUS-1, COLUMBUS-11, & S-C-L-92-005(M) AMERICAS-1, and TPC-5 Cable Systems I-T-C-92-112 7 FCC Rcd 3559 (1992) International Direct Service I-T-C-92-175 7 FCC Rcd 6491 (1992) International Direct Service S-C-L-95-012 DA 96-1052, 7/2/96 ANTILLAS I Cable System I-T-C-95-580 DA 96-1053, 7/2/96 ANTILLAS I Cable System I-T-C-96-362 DA 96-1283, 8/15/96 Global Facilities-Based and Resale Intelco, Global Information Services, Ltd. I-T-C-96-465 Pending Global International Resale Cyberlink, Inc. I-T-C-95-588(TC) 11 FCC Rcd 5309 (1996) Transfer control of Cyberlink to ITC I-T-C-94-177 P.N. No. I-6955, 4/13/94 International Switched Voice Resale I-T-C-94-448 P.N. No. I-7047, 10/12/94 International Switched and Private Line Resale I-T-C-95-016 P.N. No. I-7077, 12/7/94 International Interconnected Private Line Resale I-T-C-94-513 10 FCC Rcd 36 (1994) International Direct Service I-T-C-94-505 11 FCC Rcd 1766 (1996) International Private Line Resale