WPCO9 2BRT 3|C)Times New Roman (TT)Times New Roman (Bold) (TT)Times New Roman (Italic) (TT)Times New Roman (TT)pt_230_1HPLAS4.WRSSx  @,, @[X@2@ ZP33|CHP LaserJet 4/4MScript_230_1HPLAS4.WRSSC\  P6Q,, @[PTimes New Roman (TT)Times New Roman (Bold) (TT)Times New Roman (Italic) (TT) I. A. 1. a.(1)(a) i) a) 1. 1. 1. a.(1)(a) i) a)2vGpk-a1Indented Pars FCCNumbered indented paragraphs w/ 2 spaces'Tc x1. a8DocumentgDocument Style StyleXX` `  ` a4DocumentgDocument Style Style . a6DocumentgDocument Style Style GX  2k5vtPa5DocumentgDocument Style Style }X(# a2DocumentgDocument Style Style<o   ?  A.  a7DocumentgDocument Style StyleyXX` ` (#` BibliogrphyBibliography:X (# 2   3 a1Right ParRight-Aligned Paragraph Numbers :`S@ I.  X(# a2Right ParRight-Aligned Paragraph Numbers C @` A. ` ` (#` a3DocumentgDocument Style Style B b  ?  1.  a3Right ParRight-Aligned Paragraph Numbers L! ` ` @P 1. ` `  (# 2  m ,  a4Right ParRight-Aligned Paragraph Numbers Uj` `  @ a. ` (# a5Right ParRight-Aligned Paragraph Numbers_o` `  @h(1)  hh#(#h a6Right ParRight-Aligned Paragraph Numbersh` `  hh#@$(a) hh#((# a7Right ParRight-Aligned Paragraph NumberspfJ` `  hh#(@*i) (h-(# 2&  a8Right ParRight-Aligned Paragraph NumbersyW"3!` `  hh#(-@p/a) -pp2(#p Tech InitInitialize Technical Style. k I. A. 1. a.(1)(a) i) a) 1 .1 .1 .1 .1 .1 .1 .1 Technicala1DocumentgDocument Style Style\s0  zN8F I. ׃  a5TechnicalTechnical Document Style)WD (1) . 2X4a6TechnicalTechnical Document Style)D (a) . a2TechnicalTechnical Document Style<6  ?  A.   a3TechnicalTechnical Document Style9Wg  2  1.   a4TechnicalTechnical Document Style8bv{ 2  a.   2  T3a1TechnicalTechnical Document StyleF!<  ?  I.   a7TechnicalTechnical Document Style(@D i) . a8TechnicalTechnical Document Style(D a) . Doc InitInitialize Document Stylez   0*0*0*  I. A. 1. a.(1)(a) i) a) I. 1. A. a.(1)(a) i) a)Documentg2?eC (PleadingHeader for Numbered Pleading PaperE!n    X X` hp x (#%'0*,.8135@8:d<d<CCYYdCCddCYCdYzzzzCCCCqodYYYYYYYYYYY8888dddddddnddddddd"5@^2Coddȧ8CCdr2C28ddddddddddCCrrrdzNdzoȐC8CtdCdoYoYCdo8Co8odooYNCodddYO,Oh2CC!CCPRCdodddddȐYYYYYN8N8N8N8oddddooooddoddddzodddYYYYYYddddooPoNoNCNodo8RoodȐYYoNoNNF2ldCddddddto effectuate the transfer of control by July 12, 1996. The abovecaptioned application was placed on public notice on July 15, 1996. No comments were received. Ta1Indented Pars FCC  X"-  x2. On July 12, 1996, we granted the Applicants' request for special temporary authority  X#- xjto transfer control.R#ү {O]&-ԍSee TAO2562, granted July 12, 1996.R By this order, we grant the Applicants final authority to transfer control of ITG to RSL. "%Z,))ZZ$"Ԍ X-< Parties ă Ta1Indented Pars FCC  X-  x3. ITG, a Delaware corporation, does not itself hold any authorizations under Section 214  xLof the Communications Act. Its operating subsidiaries include the Applicants. ITG's principal  x>shareholders are RSL and Charles M. Piluso, who respectively own approximately 50% and 44.25% of ITG's stock. Ta1Indented Pars FCC  X_-  x4. ITC is authorized to provide domestic interstate and international services as a non xdominant carrier. ITC has global Section 214 authority pursuant to Section 63.18(e)(1) and (e)(2)  xof the Commission's rules to provide all international facilitiesbased and resale services to all  xkpoints 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. Ta1Indented Pars FCC  X -  x5. IGIS, a Delaware corporation, is a wholly owned subsidiary of ITC. In a separate  x\filing submitted on June 26, 1996, IGIS has requested authority pursuant to Section 214 and  x/Section 63.18(e)(2) of the Commission's rules to resell the international telecommunications services of other authorized carriers. Ta1Indented Pars FCC   nx6. Cyberlink, a California corporation, is authorized under Section 214 to resell the  xswitched message telephone service of existing carriers to provide international switched voice  xservice between the United States and various overseas points, to resell noninterconnected private  xlines to provide private line service to various foreign points, to resell private lines to provide  xswitched services between the United States and Canada, the United Kingdom !4u,  and Sweden, and  xito provide facilitiesbased services (via INTELSAT and other facilities) between the United States  x=and various foreign points. Cyberlink's principal shareholder, owning 51% of its capital stock, is ITC. Ta1Indented Pars FCC   x7. RSL, a privately held international holding company organized under the laws of the  xUnited Kingdom, is not currently a carrier under Section 214. Its parent corporation, RSL  x\Communications, Inc. ("RSL Com"), is a British Virgin Islands corporation authorized under  xSection 214 to resell international switched telecommunications services. The majority  x0shareholder of RSL Com is R.S. Lauder, Gaspar and Company, L.P. ("RSLAG"), a limited  xpartnership organized under the laws of Delaware. The general partner of RSLAG is Bukfenc,  xLInc., a New York corporation whose president and majority, controlling shareholder is Andrew  xGaspar. The majority interest holders of RSLAG are Ronald S. Lauder and members of the  xLauder family. Messrs. Gaspar and Lauder and all other interest holders in RSLAG are United  xStates citizens, as are all officers and directors of RSL. United States citizens also hold  x\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.  Xh$-,0 Discussion ă Ta1Indented Pars FCC   x8. ITG, RSL, and Charles M. Piluso have entered into a Stock Purchase Agreement  xwhereby RSL has agreed to purchase 106,985 shares of common stock of ITG held by Mr."#',N(N(ZZ%"  xMPiluso, giving RSL a controlling interest (84.2% on a fully diluted basis) in the company. In  xconsideration for these shares, Mr. Piluso will receive specified cash payments. Pursuant to the  xterms of a separate Exchange Agreement, Mr. Piluso will also have the right to sell to RSL an  xjadditional number of ITG shares, equivalent to 5% of the company's outstanding capital stock,  xin exchange for 5% of the total number of shares of common stock of RSL Com outstanding.  xxThe application states that this latter acquisition of shares would not result in a transfer of control of RSL Com. Ta1Indented Pars FCC  X1-  @x9. The Applicants request authorization for the transfer of control of ITG that would  xresult from execution of the Stock Purchase Agreement. The Applicants state that a grant of this  xapplication would serve the public interest in permitting competitive international service  xcompanies such as ITC, IGIS, and Cyberlink to operate in the international service market. They  x\state that ITC and Cyberlink critically need an immediate infusion of capital in order to meet  xtheir 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. Ta1Indented Pars FCC   x 10. After due consideration of the facts and circumstances presented by this application,  xwe conclude that the proposed transfer of control of ITG to RSL would serve the public interest,  xconvenience, and necessity. As argued by the Applicants, we believe that the proposed  xacquisition will serve the public interest by promoting competition in the market for international  xservices by allowing the Applicants to meet their financial obligations and to draw upon the substantial technical and managerial expertise of RSL Com. !4u   X-  !4u Ordering Clauses !4u  ă Ta1Indented Pars FCC  X-  x 11. Accordingly, IT IS ORDERED, pursuant to Section 214 of the Communications Act  xof 1934, as amended, 47 U.S.C. 214; and Section 63.18 of the Commission's Rules, 47 C.F.R.  x63.18, that the application of ITC, IGIS, and Cyberlink, File No. ITC96370TC, IS  Xe- xGRANTED, and we consent to the transfer of control, nunc pro tunc as of July 12, 1996, to RSL  xZof 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. Ta1Indented Pars FCC  X -  x 12. IT IS FURTHER ORDERED that all terms and conditions of all Commission orders  xMgranting authority to ITC, IGIS, and Cyberlink to provide common carrier services remain in effect. Ta1Indented Pars FCC  X!-  Ax 13. This Order is issued under Section 0.261 of the Commission's Rules, 47 C.F.R.  x0.261, and is effective upon adoption. Petitions for reconsideration under Section 1.106 or  xapplications for review under Section 1.115 of the Commission's rules, 47 C.F.R. 1.106,"#,N(N(ZZG""  X- x.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)). x` `  hh@FEDERAL COMMUNICATIONS COMMISSION x` `  hh@Diane !4u  J. !4u  Cornell x` `  hh@Chief, Telecommunications Division x` `  hh@International Bureau "3,N(N(ZZ"  X-) APPENDIX A ă  X-oPending and Granted Section 214 Authorizations and Cable Landing Licensesă  X   X-x International Telecommunications Corporation X` hp x (#%'0*,.8135@8: