Notice of Change in Ownership 7-2-08.pdf

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2600 Maitland Center Pkwy. July 1 , 2008Suite 300 Via Overnight Delivery
Maitland, FL 32751
O. Drawer 200
Winter Park, FL
32790-0200
Tel: [phone]
Fax:[phone]
www,tminc.com
Ms. Jean Sewell, Secretary
Idaho Public Utilities Commission
472 West Washington
Statehouse
Boise, ID 83720-0074
RE:Notification of Change in Ownership
AGM Telecom Corporation.
Dear Ms. Sewell:
Enclosed for filing please find the original and three (3) copies ofa Notification of Change in
Ownership submitted on behalf of AGM Telecom Corporation ("AGM"). The stock of AGM
is being acquired by Public Communications Services, Inc. ("PCS"). AGM will continue to
operate as a separate, wholly owned subsidiary ofPCS. Details of this transaction are attached
for the Commission s files. No changes to rates, terms or conditions of service are
contemplated as a result of this transaction
Please acknowledge receipt of this filing by date stamping the extra copy of this cover letter
and returning it in the self-addressed, stamped envelope enclosed for this purpose.
Any questions you may have regarding this filing may be directed to my attention at (407)
740-3005 or via email to mbymes~tminc.com. Thank you for your assistance.
Sincerely,/7b~;e By
Consultant
Enclosure
cc:A. Maker, PCS
G. McNitt, AGM
AGM - ID
IDn080 1
file:
tms:
AGM TELECOM CORPORATION
NOTICE OF OWNERSHIP CHANGE
AGM Telecom Corporation ("AGM") a New Jersey corporation, provides notice ofa transfer of equity interest
transaction between itself ("Seller ) and, and Public Communication Services, Inc. ("PCS") a California
corporation ("Buyer ) Following this transaction AGM will become a wholly-owned subsidiary of Buyer, but
will continue to operate as a separate entity. AGM and PCS provide telecommunications services to inmates of
confinement institutions. PCS and AGM are registered telecommunications service providers in Idaho. Both
will retain their separate authority.
DESCRIPTION OF TRANSACTION
Applicants have entered into a purchase agreement ("Agreement") by which PCS proposed
purchase an ownership interest in AGM. Following the transaction, PCS will own 100% of
AGM's equity. AGM will continue to operate under its own name as a wholly owned subsidiary of
PCS.
II.CONTACT INFORMATION
The name and address of the individual to contact regarding this filing is:
Monique Byrnes, Consultant to Public Communications Services, Inc.
Technologies Management, Inc.
2600 Maitland Center Parkway, Suite 300
Maitland, FL 32751
Telephone: [phone]
Facsimile: [phone]
email: mbyrnes~tminc.com
The name and address of the individual who handles regulatory affairs on behalf of AGM is:
George McNitt, CEO
AGM Telecom Corporation
1103 Keller Parkway, Suite 106
Keller, TX 76248
Telephone: [phone]
Facsimile: 817.741.1874
A complete listing of officers for AGM and PCS is attached as Exhibit 2.
III.CUSTOMER IMPACT
AGM remains a separate certificated company in the State of Alabama and will continue to brand and
bill calls under its Alabama certification. This transaction has no effect on the rates or terms and
conditions of service. The toll free telephone number for customer service will remain the same:
800-398-0113.
IV.PUBLIC INTEREST CONSIDERATIONS
The transfer of control to PCS will serve the public interest. PCS's experience and success in the
inmate services markets make it particularly well qualified to operate AGM's business. Indeed, the
transaction will be transparent to AGM's customers and will not have an adverse effect on
them. These customers will continue to enjoy similar services, rates, and quality that AGM currently
provides.
The Agreement brings together companies that possess singular experience and strategic vision in the
telecommunications and enhanced services spheres. The provision of telecommunications services to
the inmate market is a competitive one in which numerous independent providers like PCS compete.
In this respect, PCS's purchase will increase its ability to provide meaningful competition through
greater efficiencies and economies of scale. This increased competitive power in turn will give rise to
better prices, higher service quality, and increased innovation.
Public Communications Services, Inc.
Exhibit 1
ARTICLES OF INCORPORATION
Sep-O2-98 01 :47P Un;sear-h WA~an-29-9B- 09: 2~A p - c ' s 360 g"
- 9504 P. C .... . Ub
1999932
AR~ICLES OF INCO~PORAT~QM
ENDORSED
FILED
In Ihe ottice 01 till SlC:'P.t~ry Of Stale
~llhe Slate 01 ~II:~~.
'~ -
J AN Z 7 1997
PUBLIC COMXUNICATIOXi SZRVZCES, IBC.
The na.'COc of this corporation is pu~lic Co'ftUllunic::.ation servicesInc.
The p~rpo~e of this corporation is to enqaqe in any la~ful actor activity for which os. cQrporatio~ may be. orqanized under theGeneral corporation Law ot California. other ' than the bankingbus~ness the trust company business or the pr&c~ice of aprofession permitted to ~e incorporated by the CaliforniaCorporation Code.
The name and add-regs in the state of california ot thiscorporation I s initial agent fer se~vice of process is: Daniel ~.Barbakov , 11661 San ~icente Boulevard., Suite lC~O, Los Angeles,
California 90049.
This corporation isshares of stock; the tota
is authori zed to issue
Dated: January 1997
authorized to issue only one class ot
number of shares which this corporation
)~)
It IW
DANe~ R - BkRBlUCOW
'I herebyArticles declare that I am the person vho executed the
of Incorpor~tion vhich ~~ecution is m~ct and
If )-4//
V7/)1t" I. (
DAN EL . BARBAKOW
CERTIFICATE OF STATUS
DOMESTIC CORPORATION
L B11L JONES, Secretary of State of the State of California, hereby certify:
That on the
27th
day of
January 19 97
PUBLIC COMMUNICATIONS SERVICES , INC.
became incorporated under the laws of the State of California by filing its Articles
Incorporation in this office; and
That no record exists in this office of certificate of dissolution of said corporation
nor of a court order declaring dissolution thereo~ nor ora merger or consolidation which
terminated its existence; and
That said corporation s corporate powers, rights and privileges are not suspended on
the records of this office; and
That according to the records of this office, the said corporation is authorized to
exercise all its corporate powers, rights and privileges and is in good legal standing in the
State of California; and
That no information is available in this office on the financial condition, business,
activity or practices of this corporation.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
September 3, 1998
Secretary of State
S(C,STAT( FOO.. CE.II. ,0tV, .""95 30089
State of CaUfarnla
Secretary of State
CER~I'ICA~ QJ:C STATUS
DOMESTIC CORPORA TION I
I CEBI\A eO~N, $~-JY rif S~ie Qfihe e~trt ~ Oillrom'~ h~rebr cer1ifYI
That on the ~'Tfi dlW I)' JAN~"~Y '881, PUBLIC QOMMUNlQA 110MB
SERVJC~S) INC! b~~~m$ln~Qrpal'1" ~hd!rtc I~ ofths $tette of ~lIfart1la
by flUng Ita Artlo!L~1'J of I~Drpo~~em In thla offics; ~nd
Thet $SId ~rp(JraifOf1's corpo- PcW"'tsr rfahta ~nd p~Ivllog88 are nat 8Uep~n~Gci
. em the records pf tl1ra afrlcal and
'That according to ~,e ",c~Iti.' Q'\'1hla off1~ the Bald corpDt~~Dn (iii l!tult1!)~ trJ
e~rr;1!1! 811 ~ corpo~~ P~YS, riUhb and prlvllegee and fGln good legal
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AGM Telecom Corporation
Exhibit 2
CERTIFICATE OF INCORPORATION
4 16': 21 FJan5'9'779~r6\)
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a'U1IR nUll' COMPANY I4JOO2/00~
CERTJ::F1'CATE OF INCORPORA'ttON'
AGM TELECOM CORPORAT:IO~J:A,N
TO~DEPARTMENT OF 'I'HB TFJ!:ASUR'
Div~~~ou of RevenueState. of, N~w Jersey
THE uNDERSIGNED, being of full age I for t~ purpose of
formi~g a corporation pursuant to th~ provis~Qns of Title 1
Corporations ~nerai, 9f the N'ew Jers:ey Statutes I does her by
e')(:'ecute the following Cert1f1date of Incorporation:
FIRST:The name af the o()~orat.ion is:
AGM TBLECCM CORPORATION
SECOND: ' The purpose or purposes for 'iorhiCh the corpo aLien
is or~anized are:
To engage in any activity within the purposes for whic
co:cpo:z::ations may be organized under the provisions of;, the N-w
Jersey Business Co rporat iop, ACt.
THIRD: The aggregate n~er of aha:t'-ea which the co:trpo ation
shall have authority to iS6'tle 16:
~oo S~res Without Par Value
FOURTH: The name and addres:j9 of the corporation I s ini ia~
r~gistered office and agent is:
Yin Yin :Kyi
5 Raspberry TrailWarren, NJ' 07059
FIFrd: The number of directors constituting the init al Board of
Direo,tors shall be t:wo and. the names and addresses of the irectorsare as follows;
Yin Yin Kyi
5 Ra8pberry TrailWarr~n r NJ 070S9
Andrew Lee
5 Raspberry TrailWarren, NJ 07059
('J DO 7 !"7 r 0 C&
J4 16: 27 FAX 2l5971938e M. BORR KEIH CDHPANY ta\O1)3/003
SIXTH: To the full extent that the 1~w8 of the State. of New
Jer\5,ey, as they exist on the date hereof oX': as they may herea tElr be
amended, pB'rmit the limitation or elimination of the liabilit
birectora or officers, no Director o~ officer of the corporat on shall
be personally liable to the Corporation or its shareholders f r
damages for breach of any duty owe~ to the Corporation or its share-holders. Ne-ither the a.mendment or repeal of this Article no the
adoption ot an amandment which is inconsi$tent with this Art ole shall
apply to or have any ef~ect on the liability or a~leged liab l~ty of
any Directo~ or offiterof the Corporat~on for or wi~h respe t to any
act or omission of such DireC,tor or offi,cer occurring prier 0 such
amendment , repeal or adapti~n.
S:SVENTR :follows:The name and address of th~ incorporator is
NAME ApDRBSS
202~ Arch Street
Philadel~hia I PA ~9~O3
R. W. Worthington
IN WITNESS WHEREOF, th~ undersigned, the incorporator f the
aboV'~ named corpor;a t ion , has signed the Certificate of Inco ora,t;.ion
GIn January 02 1 200tl.
R. W. Wort' ngton
Exhibit 3
LISTING OF OFFICERS
Officers
PUBLIC COMMUNICATIONS SERVICES, INC.
11859 Wilshire Blvd Suite 600
Los Angeles, CA 90025-6621
OFFICERS
President
Vice President
Secretary
CFO
Paul Jennings
Tommie Joe
Joseph Fryzer
Paul Jennings
Dennis Komai
DIRECTORS
Paul Jennings
Joseph Fryzer
AGM TELECOM CORPORATION
1103 Keller Parkway, Suite 106
Keller, TX 76248
Officers and Directors:
George McNitt President & Secretary
Yin Yin Kyi Vice President & Treasurer