20150609Petition.pdf

CvxrHn A. Mnr-u-r-o PLLC
8385 Vl Emrnru-o Srneer BolsE, Ionno 83704
(2OB) 577 -57 47' [e-mail]
June 4, 2015
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VIA Hand Delivery
Ms. Jean Jewell
Executive Secretary
!daho Public Utilities Commission
472 West Washington Street
Boise, lD 83702
Re: ATC Long Distance, lnc.
4LB-T- t5-D>
Dear Ms. Jewell:
I represent Albion Telephone Company ("ATC') and its affiliates, including ATC Long
Distance, lnc. ATC Long Distance, lnc. provided non-regulated long distance telephone
services, and had a price list for such services on file with the ldaho Public Utilities
Commission (the "Commission"). Last year the shareholders of ATC Long Distance voted
to dissolve the company and transfer all operating assets to ATC. lt was the intent of the
shareholders that ATC provide the services formerly provided by ATC Long Distance, and
ATC has been providing such services. I have enclosed herewith one original and seven
copies of a Petition seeking approval for the transactions described above and for approval
of a price list for the provision of such long distance services in ATC's name. A copy of the
Articles of Dissolution of ATC Long Distance, lnc. filed with the ldaho Secretary of State is
attached to the petition, along with an affidavit of the Secretary of Albion Telephone
Company certifying that the regulated services of the Company will not be affected by the
provision of the non-regulated services.
Also enclosed is one copy of the price list of the former ATC Long Distance,
resubmitted in the name of Albion Telephone Company. I have listed an effective date of
March 7 ,2014, which was the effective date of the dissolution of ATC Long Distance, lnc.
lf you have any questions or require further information, please contact me at (208)
577-5747 or by e-mail at [e-mail].
Sinc4rely,
(',1*L-t )
Cynthia A. Melillo
CAM
Enclosures
cc: Julie Laumb (via emailwithout enclosures)
Cynthia A. Melillo ISB No. 5819]
CYNTHIA A. MELILLO PLLC
8385 W. Emerald Street
Boise, lD 83704
Telephone: [phone]
Fax: [phone]
[e-mail]
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CASE NO:
PETITION
D oRrGrNAr
Attorneys for Petitioner Albion Telephone Company
BEFORE THE !DAHO PUBLIC UT!LITIES COMMISSION
IN THE MATTER OF ALBION TELEPHONE ALB -T- le-o>
COMPANY'S PETITION FOR
DECLARATORY RULING FOR APPROVAL
OF THE ACQUISITION OF ASSETS OF AN
AFFILIATED COMPANY AND THE USE
AND OPERATION OF SUCH ASSETS TO
PROVIDE LONG DISTANCE SERVICES;
AND REQUEST FOR APPROVAL OF PRICE
LIST FOR LONG DISTANCE SERVICES
Albion Telephone Company, an ldaho corporation ("ATC"), by and through its attorneys,
Cynthia A. Melillo PLLC, respectfully petitions the ldaho Public Utilities Commission
("Commission") for a declaratory ruling approving ATC's acquisition of certain assets of ATC
Long Distance, Inc.; the use and operation of those assets to provide long distance services;
and the adoption of ATC Long Distance, lnc.'s price list for long distance services.
ATC requests that the Commission use modified procedure in the consideration of this
Petition.
PETITION OF ALBION TELEPHONE COMPANY - 1
BACKGROUND
ATC Long Distance, lnc. was a Title 62 provider listed with the Commission as a Title 62
provider of non-regulated long distance services. ATC Long Distance, lnc. had an approved
price list on file with the Commission. ATC is a Title 61 telephone company regulated by the
Commission. At the time ATC Long Distance, lnc. commenced providing long distance
services, ATC was not able to provide such services due to regulatory constraints. ATC Long
Distance had experienced decreasing revenues in the provision of long distance services and
its shareholders felt it was no longer in the best interest of the company to keep operating the
services. Within that same time frame, ATC was no longer bound by regulatory constraints
preventing ATC from offering non-regulated long distance services.
Last year the shareholders of ATC Long Distance, lnc. voted to dissolve the company
and transfer all operating assets to ATC. The Articles of Dissolution filed with the ldaho
Secretary of State are attached hereto as Exhibit A. lt was the intent of the shareholders that
ATC provide the services formerly provided by ATC Long Distance, lnc., and ATC has been
providing such services. The long distance services have been provided in accordance with the
price list on file with the Commission. All revenues and expenses for the non-regulated long
distance services have been kept and managed separate and apart from the revenues and
expenses of the regulated services provided by Albion, as certified by the Affidavit of Richard L.
Redman, an officer of Albion, attached hereto as Exhibit B.
ln connection with the transactions described above, Albion respectfully requests from
the Commission the following declaratory rulings and/or approvals: (i) for the transfer of the
assets of ATC Long Distance, lnc. to Albion, and for Albion's use and operation of such assets
to provide non-regulated long distance services; and (ii) for Albion's adoption of ATC Long
Distance Inc.'s price list and placing such price list on file with the Commission under Albion's
name.
PETITION OF ALBION TELEPHONE COMPANY - 2
IDAHO CODE AND THE COMMISSION'S RULES ALLOW FOR PETITION
BY ALBION FOR THE MATTERS SET FORTH HEREIN
Albion hereby files this Petition pursuant to IDAPA 31.01.01.101.
IMPACT OF TRANSACTIONS UPON ALBION'S SUBSCRIBERS
The transactions set forth above will have minimal, if any, impact upon the current Albion
subscribers. The customers will continue to have the same regulated services at the same
prices. ln addition, the former customers of ATC Long Distance, lnc. will continue to be offered
the non-regulated long distance services at the same prices. There has been no interruption in
such services or change in billing practices.
REQUEST FOR MODIFIED PROCEDURE
Albion requests that the Commission use modified procedure in the consideration of this
Petition/Application. IDAPA 31.01.01.201. Modified procedure is appropriate when the
Commission preliminarily finds that the public interest may not require a hearing to consider the
issues presented in the proceeding. Here, Albion is essentially seeking approval for acquisition
of assets, for the use of those assets in providing a non-regulated service which will not impact
the provision of its regulated services or its customers. Thus, no hearing should be required for
a declaratory ruling approving the matters set forth herein.
CONTACT INFORMATION
Communications regarding this Application should be addressed to the following:
Cynthia A. Melillo
Cynthia A. Melillo PLLC
8385 W. Emerald Street
Boise, !D 83704
[phone]
[e-mail]
PETITION OF ALBION TELEPHONE COMPANY - 3
RESPECTFULLY SUBMITTED this th day of June 2015.
CYNTHIA A. MELILLO PLLC
PETITION OT ALBION TETEPEONE COMPAIYY.4
CERTIFICATE OF SERVICE
I hereby certify that on the th day of June 2015, a true and correct copy of the foregoing
was served upon the following individual(s) by the means indicated:
Original and Seven Copies Filed:
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83720-007 4
U.S. Mail, postage prepaid
Express Mail
Hand Delivery
Facsimile
Electronic Mail
trtrxtrtr
PETITION OF ALBION TELEPHONE COMPAI\Y - 5
EXHIBIT A
Articles of Dissolution of ATG Long Distance, !nc.
[Attached]
PETITION OF ALBION TELEPHONE COMPAIIY - Exhibit A
2014-03'10 10:19 tJetts Fargo NA 14802881677 >>
ARTICLES OF DISSOLUTION
(General Busi ness a nd Professiona I Corpo rations)
To the Sesotaryof Sbh dldaho
Pursuant to Tirlb 30, Chepbr 1 and 13, ldaho Code, fie
undorslgned corporatlon har dc# to dissohb,
The naneof ho corPora$on ls:
ATC Long 9666o.lna
P 2/3
2. The dab Ure dissdution urar authorized ls: Fobru8ry 26, 2014
3. Thedb*olut$on u*as apprurcd by tho rharcholderasfiCloi,t:
e) The numbor of sharco entiUed to !ote:
b) lho numberof eharEs voting broirsolutlon: fl!
c) The nurnboof sharcs rroting agalnst dl$dution: i
Thc arihlca of dissolution will be efiedive on hs datu filed wih th6 Sscrehry of Shto, unless a t&r& dah
islpecilid,
(optionet) Tho &$& effective dissolution dato:
-
.
of $rta ure
I[$H0 5(CREISIY 0r $lRTtA4/A&,1?.fiL4 BSrBB
tKr i157 tTr 364$1I BH; t{l9Pl$I E 30.0S = 30,08 FR0t DI$$ I e
Dated: lvladt 7,m14
TypedNane Dada D. Rsdmen
Capaorty: Prat|&nl
b t:Bes,
EXHIBIT B
Affidavit of Richard L. Redman
[Attached]
PETITION OF ALBION TELEPHONE COMPANY - Exhibit B
Affidavit Resardinq Provision of Non-Requlated Lonq Distance Services
The State of ldaho
County of
The undersigned Affiant, Richard L. Redman, being first duly sworn, on oath
states as follows:
1. I am the Secretary of Albion Telephone Company (the "Company").
2. I am familiar with the Company's day-to-day operations in the state of
ldaho, including the provision of services regulated by the ldaho Public Utilities
Commission (the "Commission") as well as the provision of non-regulated long distance
services following the dissolution of ATC Long Distance, lnc.
3. ! certify to the Commission that the Company's regulated services have
not been and will not be affected, whether negatively or positively, by the Company's
provision of the non-regulated services.
4. I certify to the Commission that the transition of the non-regulated long
distance services from ATC Long Distance, lnc. to the Company was seamless and that
all such long distance services are provided to all customers by Company in the same
manner as they had been provided by ATC Long Distance, lnc. and under the terms
and provisions of the price list filed with the Commission by ATC Long Distance, Inc.
5. I certify to the Commission that all revenues and expenses for the non-
regulated long distance services are kept and managed separate and apart from the
revenues and expenses of the regulated services provided by the Company under the
following general ledger accounts: Revenue: 7990.63 - 7990.68; Expense: 7991.60 -
7991.62.
Executed as of Mry 4, 2015.
Richard L. Redman
Affidavit Regarding Provision of Non-Regulated LD Services - 1
STATE OF TDAHO )
County "rfugA
On this eQtLday of May in the year 2015, before me, a Notary Public in and '
for said County and State, personally appeared Richard L.
to me to be the person whose name is subscribed to
acknowledged to me that he executed the same.
lN WITNESS WHEREOF, I have hereunto set my
year in this certificate first above written.
Redman, known or identified
the within instrument, and
hand and seal, the day and
My Commission expires
Affidavit Regarding Provision of Non-Regulated LD Services - 2