******************************************************** NOTICE ******************************************************** This document was converted from WordPerfect to ASCII Text format. Content from the original version of the document such as headers, footers, footnotes, endnotes, graphics, and page numbers will not show up in this text version. All text attributes such as bold, italic, underlining, etc. from the original document will not show up in this text version. Features of the original document layout such as columns, tables, line and letter spacing, pagination, and margins will not be preserved in the text version. If you need the complete document, download the WordPerfect version or Adobe Acrobat version, if available. ***************************************************************** Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 DA 97-915 In the Matter of ) ) L.D. SERVICES, INC. ) Transferor, ) ) and ) ) IXC LONG DISTANCE, INC. ) Transferee, ) ) Application for authority, ) File No. I-T-C-97-126-TC pursuant to Section 214 of ) the Communications Act of ) 1934, as amended, to transfer ) control of a company holding ) a Section 214 authorization. ) MEMORANDUM OPINION, ORDER AND AUTHORIZATION Adopted: April 18, 1997 Released: May 1, 1997 By the Chief, Telecommunications Division: 1. L.D. Services, Inc. (L.D. Services) and IXC Long Distance, Inc. (IXC-LD), pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above- captioned application requesting authority to transfer control of L.D. Services to IXC-LD. The application was placed on public notice on March 7, 1997. No comments were received. 2. L.D. Services, a closely-held California corporation, and IXC-LD, a Delaware corporation, are authorized to provide various international resale services. IXC-LD is a wholly-owned subsidiary of IXC Communications, Inc. (IXC), a publicly-held corporation. On January 17, 1997, the applicants executed an Agreement and Plan of Merger which contemplates a two-step merger procedure. IXC will form a wholly-owned subsidiary which will merge with L.D. Services. The survivor of this transaction will be L.D. Services. In the second step, the capital stock of L.D. Services will be converted into shares of common stock of IXC and L.D. Services will become a wholly-owned subsidiary of IXC. The shares will then be contributed to its wholly-owned subsidiary, IXC-LD. L.D. Services will then become a wholly-owned direct subsidiary of IXC-LD. 3. Upon consideration of the application, we conclude that consent to transfer control of L.D. Services to IXC-LD will serve the public interest, convenience and necessity. 4. Accordingly, IT IS ORDERED that the application of L.D. Services and IXC-LD, File No. I-T-C-97-126-TC IS GRANTED, and the transfer of control of L.D. Services to IXC-LD is authorized. 5. IT IS FURTHER ORDERED that all terms and conditions of any Commission orders granting authority to L.D. Services to provide common carrier services remain in effect. 6. This Order is issued under Section 0.261 of the Commission's Rules 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 may be filed within 30 days of the date of public notice of this Order (see Section 1.4(b)(2)). FEDERAL COMMUNICATIONS COMMISSION Diane J. Cornell Chief, Telecommunications Division International Bureau