20091110notice_of_application_order_no_30943.pdf

Office of the Secretary
Service Date
November 10 2009
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF MIDV ALE TELEPHONE EXCHANGE,
INC'S PETITION FOR A DECLARATORY
RULING.
) CASE NO. MID-09-
) NOTICE OF APPLICATION
) NOTICE OF
) MODIFIED PROCEDURE
ORDER NO. 30943
On September 22 2009, Midvale Telephone Exchange (Midvale) filed a Petition for
Declaratory Ruling requesting Commission approval of (1) the transfer of all assets and
liabilities of Midvale to Midvale Telephone Company (MTC); (2) the proposed contributions by
MTC to an employee stock ownership plan (ESOP); and (3) the acquisition by the ESOP
authorized and unissued shares of Midvale stock. Midvale also requests that its Certificate of
Public Convenience and Necessity (CPCN) No. 254 be transferred to MTC.
NOTICE OF APPLICATION
YOU ARE HEREBY NOTIFIED that Midvale is currently owned by two
shareholders, Lane Williams (50%) and the Estate of Shirley Archer (50%). Midvale maintains
that, since Shirley Archer s death, it has been exploring options to ensure its continued existence
and ongoing operations with the least impact on its customers, service and employees.
YOU ARE FURTHER NOTIFIED that Mr. Williams and Midvale s Board of
Directors believe that the best method to achieve their stated goals is to transfer the ownership of
the corporation to its employees through an ESOP. Midvale adopted the ESOP on December 22
2008.
YOU ARE FURTHER NOTIFIED that on August 27 , 2009, Midvale incorporated
Midvale Telephone Company (MTC).
YOU ARE FURTHER NOTIFIED that Midvale proposes to transfer to MTC all of
Midvale s assets and liabilities (including all operating assets, all debt, all public licenses and the
CPCN) in exchange for all of the issued and outstanding shares of MTC stock. After the
proposed transfer is complete, the ESOP would acquire a portion of the Midvale stock held by
Mr. Williams and the estate of Ms. Archer. Midvale would then redeem the remainder of the
NOTICE OF APPLICATION
NOTICE OF MODIFIED PROCEDURE
ORDER NO. 30943
shares from the current ownership by delivering to Mr. Williams and the Archer estate a
promissory note for the full value of their remaining Midvale shares. Upon favorable
Commission ruling and completion of the transfer, MTC would adopt the ESOP and contribute
funds to the ESOP annually as retirement fund contributions for its employees.
YOU ARE FURTHER NOTIFIED that Midvale intends that the proposed
transactions minimize the impact, if any, upon current Midvale customers.
YOU ARE FURTHER NOTIFIED that the Company asserts that the tax advantages
of the proposed transactions are substantial.
YOU ARE FURTHER NOTIFIED that the Company requests that the Commission
process its Petition! Application by Modified Procedure.
NOTICE OF MODIFIED PROCEDURE
YOU ARE FURTHER NOTIFIED that the Commission has determined that the
public interest may not require a formal hearing in this matter and will proceed under Modified
Procedure pursuant to Rules 201 through 204 of the Idaho Public Utilities Commission s Rules
of Procedure IDAPA 31.01.01.201 through .204.The Commission notes that Modified
Procedure and written comments have proven to be an effective means for obtaining public input
and participation.
YOU ARE FURTHER NOTIFIED that any person desiring to state a position on this
Application may file a written comment in support or opposition with the Commission within
twenty-eight (28) days from the service date of this Notice. The comment must contain a
statement of reasons supporting the comment. Persons desiring a hearing must specifically
request a hearing in their written comments. Written comments concerning this Application
shall be mailed to the Commission and the Applicant at the addresses reflected below:
Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, ID 83720-0074
Cynthia A. Melillo
Givens Pursley LLP
60 I W. Bannock Street
Boise, ID 83701-2720
Mail: cam~givenspursley.com
Street Address for Express Mail:
472 W. Washington Street
Boise, ID 83702-5918
These comments should contain the case caption and case number shown on the first page of this
document.Persons desiring to submit comments via e-mail may do so by accessing the
NOTICE OF APPLICATION
NOTICE OF MODIFIED PROCEDURE
ORDER NO. 30943
Commission s home page located at www.puc.idaho.gov. Click the "Comments and Questions
icon and complete the comment form using the case number as it appears on the front of this
document. These comments must also be sent to the Applicant at the e-mail address listed
above.
YOU ARE FURTHER NOTIFIED that if no written comments or protests are
received within the time limit set, the Commission will consider this matter on its merits and
enter its Order without a formal hearing. If written comments are received within the time limit
set, the Commission will consider them and, in its discretion, may set the same for formal
hearing.
YOU ARE FURTHER NOTIFIED that the Application has been filed with the
Commission and is available for public inspection during regular business hours at the
Commission offices. The Application and testimonies are also available on the Commission
web site at www.puc.idaho.gov by clicking on "File Room" and then "Telephone Cases.
YOU ARE FURTHER NOTIFIED that all proceedings in this case will be held
pursuant to the Commission s jurisdiction under Title 61 and 62 of the Idaho Code and
specifically Idaho Code gg 61-121 , 61-129 and 62-615. The Commission may enter any final
Order consistent with its authority under Title 61.
YOU ARE FURTHER NOTIFIED that all proceedings in this matter will be
conducted pursuant to the Commission s Rules of Procedure, IDAPA 31.01.01.000 et seq.
ORDER
IT IS HEREBY ORDERED that the Application of Midvale Telephone Exchange be
processed by Modified Procedure. Persons interested in submitting written comments regarding
this case or protesting the use of Modified Procedure should do so no later than twenty-eight (28)
days from the service date of this Order.
NOTICE OF APPLICATION
NOTICE OF MODIFIED PROCEDURE
ORDER NO. 30943
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this /0 fII
day of November 2009.
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. KEMPTO , P ~ENT
LJ~
MARSHA H. SMITH, COMMISSIONER
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ATTEST:
hff~Je D. Jewell
Commission Secretary
O:MlD-09-03 ks
NOTICE OF APPLICATION
NOTICE OF MODIFIED PROCEDURE
ORDER NO. 30943