WPC(W 2a BKf Z CG Times3|X /Xw PE37XP",tB^ f ^;C]ddCCCdCCCCddddddddddCCY~~vCN~sk~CCCddCYdYdYCdd88d8ddddJN8ddddYYdYd4dddddCddddddddd8YYYYYY~Y~Y~Y~YC8C8C8C8ddddddddddYdddddsdXdXXXddx|X~d~d|XdddddddC8ddddCdoddd|8|H~d<|8dtddddHHdlLlLlLkd|H|8~ddddddddXXXd~ddkd~ddxCddCCCWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNdddCYQQddddddFddddFCChhd44ddzzdddvooChdF"dhd9dCCzCddoddCdYds]zUvdYYCCCCz~ozoY~NYdYC8YooYdYzsdzdd~YYzozzz~CdzYzzzzCCdddddddzCsdYC\   pxtll\tll@\@\`LHP LaserJet 4M (PCL) (Additional)HL4MPCAD.PRSXw PE37\&kXP2a N f QTimes New RomanCG TimesCG Times BoldTimes New Roman ItalicCG Times Italic",tB^ f ^;C`ddCCCdCCCCddddddddddCCdxxxsCYoxxdoxxooCCCddCddYdY8dd88Y8ddddLL8dYYYLYdYd4dddddCddddddddd8xdxdxdxdxdYxYxYxYxYC8C8C8C8dddddddddoYxddddoYdxdxdxdxdXXddxxXxdxdxXdddddddD8ddddCdddddp8pHodp8p8dxddddxLxLxddLdLdLddpHp8odddddddodpLpLpLdoddddododxCddCCCWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNdddCd]]ddddddFddddFCCddd88ddzzdddkddCddF"ddd9dCCzCdzdoddCdYds]zUvdYYCCCCzzzozoYzNoYdYC8YooYdYzzdzddoYoYzzozzzzzCdoozYzzzzCCddddzdddooozCsdYC\   pxtll\tll@\@\`L3|X 2& Z Kf BHP LaserJet 4M (PCL) (Additional)HL4MPCAD.PRSX\  P6G;\&kP"i~'^09CSS999S]+9+/SSSSSSSSSS//]]]Ixnnxg]xx9?xgxx]xn]gxxxxg9/9MS9ISISI9SS//S/SSSS9?/SSxSSIP!PZ9+ZM999+99999999S/xIxIxIxIxIlnIgIgIgIgI9/9/9/9/xSxSxSxSxSxSxSxSxSxSxIxSxRxSxSxS]SxIxIxInInInZnIxigIgIgIgIxSxSxSxZxSxZxS9/9S999Su]ZZxSg/gCg9g9g/xSbxSxSxSxSxn9n9n9]?]?]?]ZgFg/gMxSxSxSxSxSxSxxZgIgIgIxSg9xS]?g9xSi+SS88WuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNxxxxxPxxxxxxxxxCkkkkkkkkkkPCPCPCPCxxxxxxxxxxkxxxxxxjxjjjxxjxxjxxxxxxxPCxxxxPxxxxCVxHCxxxxxVVx[[[xVCxxxxxxxxjjjxxxxxxPxxPPPWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNxxxPkbbxxxxxxTxxxxTPP||x>>xxxxxP|x!T"x}xExPPPxxxxPxkxofxkkPPPPk]kxkPCkkxkxxxkkPxkPPxxxxxxxPxkP8D%nZZB 3nMnMn..s[",tB^ f ^GPoxxPPPxPPPPxxxxxxxxxxPPx]sPPPxxPxkkTxCPCxk]Pxxxkxxxx>xxxxxPxxxxxxxxCxxxxxkkkkk]C]C]C]Cxxxxxxxxxxxxxjjxxjxxjxxxxx[Cxxx]xxC`x]Cxxjjx[][x`RxxjkjxxxxPxxPPPWxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxNxxxPxffxxxxxxTxxxxTPPx>>xxxxxPxT"xxExPPPxxxxPxkxsfxxxPPPPk]kkk]Ckkxkxxxkk]xkPPxxxxxxxPxkP8D%nZZB 3nMnMn..s["i~'^"(22TN"""28"2222222222888,\HBBH>8HH"&H>XHH8HB8>HH^HH>"".2",2,2,"222N2222"&22H22,006"6."""""""""""2H,H,H,H,H,XAB,>,>,>,>,""""H2H2H2H2H2H2H2H2H2H2H,H2H1H2H2H282H,H,H,B,B,B6B,H?>,>,>,>,H2H2H2H6H2H6H2""2"""2F866H2>>(>">">H2;H2H2H2H2XHB"B"B"8&8&8&86>*>>.H2H2H2H2H2H2^HH6>,>,>,H2>"H28&>"H2?22!!WFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxN$<<$.2",2222`2 LL2 LL2L"",,2d""><q*"xxxxWWxxxWWkkxxxQXu&_ x7XX  2&W   wX $//TRANSMITTED FOR FCC RECORD ONLY//$ $//Declaratory Ruling and Order, Alien Ownership, Transfer of Control, DA 951288//$ $/300.214 Extension of Lines/$ $/300.310(b)(4) Alien Ownership/$ $/300.310(d) Transfer of Control/$  Y-&#Xw PE37XP# DA 951288  c<X(#- Before the  FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554  Y-TP   Y -In re Application of  hh@) x` `  hh@)  Yp -InFlight Phone Corporationhh@)hFile Nos. 26267CGTC195  YY -x` `  hh@)hpp ITC95224(TC)  YB-For Transfer of Control to MCIhh@)  Y+-Telecommunications Corporation hh@)  Y-wX   DECLARATORY RULING AND ORDER / ^ yOv-ԍ This order supersedes the June 2, 1995, Declaratory Ruling and Order by the Wireless Telecommunications Bureau, Commercial Wireless Division, granting InFlight's application for consent to  {O-transfer of control of its 800 MHz airtoground facilities to MCI. See Declaratory Ruling and Order, DA 95 yO-1216, released June 2, 1995.  The June 2 order incorrectly stated that InFlight's Section 214 request for transfer of control of its international resale facilities (File No. ITC95224(TC)) had previously been approved by the Chief, International Bureau under streamlined processing procedures. The listing of InFlight's Section 214 application as subject to streamlined processing was in error, and was corrected by Public Notice on March 24,  {O-1995. See FCC Report No. I8031, March 24, 1995. For reasons of administrative convenience, we are therefore vacating the prior order and addressing both applications by this joint order. / TP  Y-x Adopted: June 9, 1995hh@hpp Released: June 9, 1995 By the Chief, Commercial Wireless Division, Wireless Telecommunications Bureau, and the Chief, Telecommunications Division, International Bureau: x1.ؠIn February 1995, InFlight Phone Corporation ("InFlight") filed the abovecaptioned applications seeking Commission consent to the transfer of control to MCI Telecommunications Corporation ("MCI") of (1) InFlight's 800 MHz airtoground ("ATG")  Y-license]^ yOf$-ԍ File No. 26267GCTC195, filed February 14, 1995.] and (2) its Section 214 certificate to provide international switched services on a  Y-resale basis.^, ^ yO&-ԍ File No. ITC95224(TC), filed February 24, 1995. ^ The applications also seek a determination under Section 310(b)(4) of the Communications Act of 1934 (the "Act") that the presence of up to a 35 percent alien ownership interest in InFlight's parent corporation would not be inconsistent with the public" 0*0*0*" interest. Both of InFlight's applications were placed on public notice. No comments were filed in response. Based upon our review of the applications, we conclude that grant of the  Y-subject applications will serve the public interest, convenience, and necessity.5= yOK-ԍ InFlight also requests approval of the transfer of experimental license KF2XIZ as part of the same transaction. This request is granted by operation of this Order. We further find that the proposed alien ownership of InFlight is not inconsistent with the public interest  Y-under Section 310(b)(4).   Yv-x2.ؠInFlight, a Delaware corporation, is licensee of the 800 MHz ATG system operating under call sign KNKG798. It also holds a certificate to provide international switched services by resale of services offered by other carriers under tariff. InFlight is controlled by the Goeken Group Corporation ("GGC"), a privately held Delaware Corporation, which held an 83 percent ownership interest in InFlight at the time the application was filed. On May 4, 1995, InFlight filed a minor amendment indicating that  Y -GGC had acquired ownership of 97.771 percent of InFlight's capital stock. 5= yO-ԍ See Minor Amendments, InFlight Phone Corporation Transfer of Control to MCI Telecommunications Corporation, File No. 26267CGTC95, at 26 (May 5, 1995). GGC is currently 24.016 percent foreignowned (slightly less than the 25 percent benchmark under Section 310(b)(4)).  Y-x3. MCI is a 12.3 percent owner of the capital stock of GGC. MCI also is direct owner of 1.681 percent of InFlight's capital stock. MCI, in turn, is a whollyowned subsidiary of MCI Communications Corporation, which is 20 percent owned by British Telecommunications, plc ("BT"), a foreign carrier. In July 1994, the Commission approved MCI's request for aggregate alien ownership up to 28 percent (including BT's 20 percent  Y-interest), exceeding the 25 percent benchmark under Section 310(b)(4).x5= {OF-ԍ MCI Communications Corporation, Declaratory Ruling and Order, 9 FCC Rcd 3960, 3973 (1994)  {O-(BT/MCI Order).  Y-x4. Under the terms of the proposed transfer, MCI will acquire up to a 72.969 percent controlling interest in GGC. Thus, the 28 percent alien ownership interest in MCI will be fully attributable to InFlight through GGC. In addition, several other alien owned entities will have direct or indirect minority interests in GGC, resulting in an aggregate ownership  Y-interest in GGC of 32.447 percent.GX5= yO"-ԍ As a result of the proposed transaction, the Dearborn Group and the MeesPierson Group, both foreignowned entities, will hold approximately 2.7 percent and 1.1 percent shares of GGC. A third minority shareholder in GGC, the John Hancock Corporation, is also 3 percent foreign owned. G InFlight accordingly requests that the Commission approve alien ownership in GGC up to a maximum of 35 percent.  YN-x5. In this decision, we examine two issues: (1) whether transfer of control of InFlight to MCI serves the public interest, and (2) whether it is consistent with the public"7 0*((L" interest to allow alien ownership of GGC to exceed the 25 percent benchmark in Section  Y-310(b)(4). Pursuant to Section 11 of the Clayton Act, the Commission must also evaluate the  Y-effect on competition of transactions involving telecommunications entities.5= {OK-ԍ See Applications of Contel Corporation, Transferor, and GTE Corporation, Transferee, Memorandum  {O-Opinion and Order, 6 FCC Rcd 1003 (1991). x6. To determine whether the proposed transfer of control is in the public interest, we examine several factors. In previous cases, the Commission has held that a transfer of control that increases the financial ability of a licensee with respect to its operations serves  Y_-the public interest. _$5= {O4 -ԍ See Application for Approval of the Transfer of Control of American Satellite Company, Memorandum  {O -Opinion and Order, File No. ENF8550 (Com. Car. Bur. Oct. 16, 1985).  The Commission has also held that the public interest is served if a  YH-proposed transaction would increase competition among market participants. H5= {Oy-ԍ See Execuline of Sacramento, Inc. Transferor, and American Sharecom, Inc. Transferee, Memorandum  {OC-Opinion and Order, 6 FCC Rcd 5964 (1991). x7.Based on these criteria, we find that the requested transfer of control will serve the public interest. First, MCI's acquisition of a controlling interest in InFlight will bolster InFlight's financial strength. InFlight has entered into contracts with several major domestic airlines to install ATG telephone equipment and provide service. As a result of the transfer, InFlight will be able to draw on MCI's financial resources to meet its contractual obligations and bring service to the public more quickly. Second, we believe the transfer will foster greater competition in the provision of domestic and international ATG service. At present, InFlight is one of three ATG providers, along with GTE/Airfone and AT&T/Claircom. Neither of these companies currently has any connection to MCI. Thus, no competitor would be eliminated. The proposed transfer of control will not only maintain this competitive structure, but will enhance InFlight's ability to compete with wellfinanced rival companies. For these reasons, we also find that the proposed transfer will have a procompetitive effect on the ATG product market. x8.With respect to the alien ownership issue, the presence of aggregate alien ownership in GGC, the parent corporation of a Title III common carrier radio licensee, triggers the application of Section 310(b)(4)'s statutory benchmark. Section 310(b)(4) vests the Commission with the discretion to disallow alien ownership that exceeds the 25 percent statutory benchmark if we determine the "public interest will be served by the . . .  Ye-revocation of such license."C e5= yO#-ԍ 47 U.S.C.  310(b)(4).C The Commission previously has authorized alien ownership  YN-beyond the statutory benchmark. Nl 5= {Ok&-ԍ See, e.g., Teleport Transmission Holdings, Inc., 9 FCC Rcd 6430, 6431 (1994); GRC Cablevision, Inc., 47 FCC 2d 467 (1974). "N 0*((\"Ԍx9. InFlight's applications do not raise the traditional issues present in a Section 310(b)(4) analysis. Of the proposed 35 percent alien ownership in GGC, the 28 percent  Y-ownership interest attributed by MCI has previously been found by the Commission to be in  Y-the public interest. 5= {O4-ԍ #W*f9 xr G;0X#See BT/MCI Order#X\  P6G;P#, 9 FCC Rcd at 3973. We conclude that the Commission's findings in that order regarding MCI's ownership apply equally to GGC, which will be controlled by MCI as a result of this  Y-transaction.Z5= {O-ԍ This order is conditioned on MCI's continued compliance with the conditions set forth in the MCI/BT  {Ob -Order. See MCI/BT Order, 9 FCC Rcd at 3973,  5973. In addition, the current nonMCI foreign ownership interest in GGC is only 4.447 percent of GGC's equity. This ownership is dispersed among several investors who, even if they acted together, could have no effective control over GGC's operations. We thus conclude that allowing up to 35 percent foreign ownership in GGC is not inconsistent with  Y1-the public interest.|15= yO-ԍ We note that on February 17, 1995, the Commission proposed new rules and policies which, if ultimately adopted, would affect our public interest analysis under Section 310(b)(4). The proposed rules and policies are designed to address concerns regarding asymmetric entry in the U.S. facilitiesbased telecommunications service  {O-market by foreign carriers and to encourage a competitive global market. See Market Entry and Regulation of  {O-Foreignaffiliated Entities, Notice of Proposed Rule Making, IB Docket No. 9522, 10 FCC Rcd 4844 (1995), at  3549.  x10. Accordingly, IT IS ORDERED, pursuant to Sections 5(c), 310(b)(4), and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C.  155(c), 310(b)(4) and 310(d), that InFlight Phone Corporation's Applications File Nos. 26267TC195 and ITC95224(TC) for Transfer of Control ARE HEREBY GRANTED. Furthermore, alien ownership up to a level of 35 percent in the Goeken Group Corporation, the parent corporation of InFlight, is not inconsistent with the public interest under Section 310(b)(4).  Yb-x11. IT IS FURTHER ORDERED that the Declaratory Ruling and Order, DA 951216, released June 2, 1995, is VACATED. " 0*((" x12. This Order is effective upon adoption. Petitions for reconsideration under Section 1.106 or applications for review under Section 1.115 of the Commission's Rules may  Y-be filed within 30 days of the date of public notice of this Declaratory Ruling and Order.  x` `  hhFEDERAL COMMUNICATIONS COMMISSION x` `  hhRosalind K. Allen x` `  hhChief, Commercial Wireless Division XxX` ` X XXhhWireless Telecommunications Bureau (#h x` `  hhDiane J. Cornell x` `  hhChief, Telecommunications Division XxX` ` X XXhhInternational Bureau(#h