20051220Application.pdf

GIVE€.;rPSLEY LLP
LAW OFFICES
601 W. Bannock Street
PO Box 2720, Boise, Idaho 83701
TELEPHONE: [phone]
FACSIMILE: 208 388-1300
WEBSITE: www.givenspursley.com
Gary G. Allen
Kelly T. Barbour
Christopher J. Beeson
William C. Cole
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Timothy P. Feamside
Jeffrey C. Fereday
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Steven J. Hippler
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CONLEY E. WARD, JR.
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L. Edward Miller
Patrick J. Miller
Judson B. Montgomery
Angela K. Nelson
Deborah E. Nelson
December 20, 2005
VIA HAND DELIVERY
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-0 S- -oL-Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
P. O. Box 83720
Boise, ID 83720-0074
W. Hugh O'Riordan, LL.M.
Kenneth L. Pursley
Bradley V. Sneed
H. Barton Thomas, LL.M.
J. Will Varin
Conley E. Ward
Robert B. White
Raymond D. Givens
RETIRED
James A. McClure
RETIRED
Ucansad In California
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Direct Communications Rockland's Application. ATTENTION COMMISSION
SECRETARY AND HEAD LEGAL SECRETARY: Direct Communications
Rockland requests that the Commission issue an Order approving reissuance of
capital stock on or before January 19 2006.
RE:
Dear Jean:
I am enclosing an original and four copies of Direct Communications, Rockland'
application for reissuance of capital stock, together with a filing fee in the amount of $50.00.
Please acknowledge receipt by returning a stamped copy of this cover letter.
I have attached a blank directors' resolution approving the reissuance as Exhibit A to the
Application, but will substitute a certified original prior to the issuance of the Commission
order.
Thank you for your help.
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1~y Ward
CEW/kaa
Enclosures
S:\CLIENTS\1257\47\Ltr to PUG re application_doc
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Conley Ward (ISB No. 1683)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone]
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Attorneys for Direct Communications Rockland, Inc.
S:\CLIENTS\1257\47\Application for PUG Approval.DOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF DIRECT COMMUNICATIONS
ROCKLAND, INC. FOR AUTHORITY TO
REISSUE CAPITAL STOCK IN THE
AMOUNT OF 1 000 000 SHARES.
""-,,AI1. 05 -(:JL-ase o.
APPLICATION OF DIRECT
COMMUNICATIONS ROCKLAND,
INc. AND REQUEST FOR MODIFIED
PROCEDURE
Direct Communications Rockland, Inc. ("Direct Communications" or "Applicant"), by
and through its attorneys, Givens Pursley LLP, makes this Application pursuant to Idaho Code 9
61-901 for authority to reissue capital stock in the amount of 1 000 000 shares. In support of its
Application, Direct Communications states as follows:
Applicant is a certificated telephone corporation organized under the laws of the
State of Idaho providing telecommunication services including local exchange service within the
state ofIdaho.
All notices and communications with regard to this Application should be served
upon:
Conley Ward
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
cew~givenspursley.com
APPLICA TION OF DIRECT COMMUNICATIONS ROCKLAND, INC. - 1
Leonard May
Direct Communications Rockland, Inc.
P. O. Box 269
Rockland, ID 83271
leonard~starwest. dcdi. net
Direct Communications Rockland, Inc. is currently authorized to issue, and has
issued, 50 000 shares of common stock, 25,000 to each of its two shareholders, Leonard May and
Marilyn May. The proposed increase in the number of authorized shares to 1 000 000 will
consist of 100 000 shares of voting common stock and 900 000 shares of nonvoting common
stock. After the number of authorized shares has been increased to 1 000 000 as described
above, the shareholders each intend to convert their existing 25 000 shares of common stock to
000 shares of voting common stock and 45 000 shares of nonvoting common stock for a total
of 50 000 shares each. After this conversion, the total number of issued shares of Direct
Communications Rockland, Inc. would be 100 000, consisting of 10 000 shares of voting
common stock and 90 000 shares of nonvoting common stock.
The proposed transaction is for estate planning purposes. It does not alter the
Company s ownership, nor does it raise any additional capital affect the Company s balance
sheet, or impose any new obligations on the Company. Under these circumstances, the proposed
transaction is clearly consistent with the public interest.
A copy of the Applicant's most recent Annual Report showing the authorized and
outstanding classes of Applicant's securities is on file with the Commission, and the Applicant
respectfully requests the Commission take official notice thereof. A certified copy of Applicant'
Board of Directors consent resolution authorizing the proposed increase in authorized shares is
attached hereto as Exhibit A.
A Proposed Order granting this Application is attached hereto as Exhibit B.
Notice ofthis Application will be published within seven (7) days in The Idaho
Statesman (Boise). A copy ofthis Notice is attached as Exhibit C.
Applicant submits that the public interest does not require a hearing on this matter
and it requests that the Commission process this Application and determine this matter by
APPLICATION OF DIRECT COMMUNICATIONS ROCKLAND, INc. - 2
Modified Procedure, pursuant to Rule 23 of the Commission s Rules of Practice and Procedure.
In the event the Commission determines that formal proceedings on this Application are
necessary, Applicant stands ready for immediate hearing.
All ofthe property ofthe corporation is located in Idaho. Applicant has attached
its filing fee, calculated pursuant to Section 61-905, Idaho Code, in the amount of FIFTY
DOLLARS ($50.00).
WHEREFORE, Applicant respectfully requests an Order of this Commission:
Granting the foregoing Application of Direct Communications Telephone
Company to authorize the reissue of capital stock in the amount of 1 000 000 shares; and
Granting such other relief as the Commission deems just and reasonable in this
matter.
DATED this 20th day of December 2005.
APPLICATION OF DIRECT COMMUNICATIONS ROCKLAND, INc. - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 20th day of December 2005 , I caused to be served a
true and correct copy ofthe foregoing document by the method indicated below, and addressed
to the following:
Jean Jewell
Idaho Public Utilities Commission
472 W. Washington Street
P. O. Box 83720
Boise, ID 83720-0074
( ) U.S. Mail
(;,(I Hand Delivered
( ) Overnight Mail
) Facsimile
APPLICA TION OF DIRECT COMMUNICATIONS ROCKLAND, INc. - 4
EXHIBIT A
UNANIMOUS CONSENT RESOLUTION OF BOARD OF DIRECTORS
OF DIRECT COMMUNICATIONS ROCKLAND, INc.
THE UNDERSIGNED, being the Board of Directors (the "Directors ) of DIRECT
COMMUNICA nONS ROCKLAND, INC., an Idaho corporation (the "Corporation ), do hereby
consent to, adopt and approve in writing the following corporate action without a meeting and in
accordance with the general corporate laws of the State of Idaho and the constituent documents of
the Corporation:
WHEREAS, the Corporation is presently authorized to issue 50 000 shares of common stock
and has presently issued all 50 000 shares of its common stock, 25 000 to each of its two sole
shareholders, Leonard May and Marilyn May (the "Shareholders ); and
WHEREAS, the Shareholders desire to increase the total number of authorized shares of the
Corporation to 1 000 000, consisting of 100 000 shares of voting common stock and 900 000 shares
of nonvoting common stock; and
WHEREAS, after such increase in the number of total authorized shares, the Shareholders
each desire to convert their existing 25 000 shares of common stock to 5 000 shares of voting
common stock and 45 000 shares of nonvoting common stock, or a total of50 00 shares each, after
which the total number of issued shares ofthe Corporation would be 100 000, consisting of 10 000
shares of voting common stock and 90 000 shares of nonvoting common stock.
NOW THEREFORE, BE IT RESOLVED, that the undersigned Directors approve the
contemplated increase in authorized shares as set forth above
DATED effective as ofthe day of December, 2005.
Leonard May, Director
Marilyn May, Director
UNANIMOUS CONSENT RESOLUTION OF DIRECTORS - 1
S:\CLIENTS\l257\47\CONSENT RESOLUTION OF DIRECTORS.DOC
SECRETARY'S CERTIFICATE
, Marilyn May, do hereby certify as follows:
I am the secretary of Direct Communications Rockland, Inc. (hereinafter called
the "Corporation
Attached hereto is a true and correct copy of the Unanimous Consent Resolution
of Board of Directors of Direct Communications Rockland, Inc. ("Consent
Resolution ), dated effective as of December _2005, and entered in the minute
book of the Corporation.
The Consent Resolution was duly adopted by the Board of Directors (the
Directors ) of the Corporation without a meeting, in accordance with the general
corporation laws of the State of Idaho and the constituent documents of the
Corporation.
The application to the Public Utilities Commission for approval of reissuance of
capital stock executed in accordance with the Consent Resolution is a true and
exact copy of the application thereof authorized and approved by the Directors
pursuant to the Consent Resolution.
None of the resolutions set forth in the Consent Resolution have been rescinded or
modified, and the Consent Resolution remains in full force and effect.
The date of actual execution of the application is December _2005.
IN WITNESS WHEREOF I have executed this Certificate on behalf of the Corporation
on the date first written above.
DIRECT COMMUNICATIONS ROCKLAND, INC.
Marilyn May, Secretary
SECRETARY'S CERTIFICATE - 1
S:\CLlENTS\1257\47\Secretary s Certificate,doc
EXHIBIT B
Conley Ward (ISB No. 1683)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone].
Attorneys for Direct Communications Rockland, Inc.
S:\CLIENTS\1257\47\Proposed Order,DOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF DIRECT COMMUNICATIONS
ROCKLAND, INC. FOR AUTHORITY TO
REISSUE CAPITAL STOCK IN THE
AMOUNT OF 1 000 000 SHARES.
Case No.
ORDER
On December 20, 2005 , Direct Communications Rockland (hereinafter Applicant), filed
an Application for Reissuance of capital stock with this Commission requesting authority to
increase the number of authorized shares to 1 000 000.
After examining the Application and supporting documents and being fully advised in the
premises, the Commission hereby finds that a hearing in this matter is not required, and that the
proposed transaction is consistent with the public interest and the Applicant's proper
performance of its duties as a public utility.
IT IS THEREFORE ORDERED that the Application of Direct Communications
Rockland, for authority to reissue capital stock in the amount of 1 000 000 shares be, and the
same is hereby granted.
ORDER - 1
DONE by Order of the Idaho Public Utilities Commission this day of 2005.
Paul Kjellander, President
Dennis S. Hansen, Commissioner
Marsha Smith, Commissioner
ATTEST:
Jean Jewell, Secretary
ORDER - 2
EXHIBIT C
LEGAL NOTICE OF DIRECT COMMUNICATIONS ROCKLAND, INC.
APPLICATION FOR AUTHORITY TO REISSUE CAPITAL STOCK
NOTICE IS HEREBY GIVEN that on December 20, 2005 , Direct Communications
Rockland, Inc., completed and filed with the Idaho Public Utilities Commission an Application
for authority to reissue capital stock in the amount of 1 000 000 shares.
The Application is on file and is available for public inspection at the Idaho Public
Utilities Commission. Any person desiring to comment on said Application must file petitions
or protests with the Idaho Public Utilities Commission within fourteen (14) days of the filing
date. If no protests are received within this time limit, the Commission may consider the
Application and enter its Order without setting the matter for hearing. If written protests are
filed with the Commission within the time limit set, the Commission will consider the same, and
in its discretion, may set a hearing. Petitions or protests must be filed with: Jean Jewell
Secretary, Idaho Public Utilities Commission, Statehouse, Boise, Idaho 83720.
Jean Jewell, Secretary
Idaho Public Utilities Commission
1257\47\Legal Notice,doc