7. Request for Confidentiality

Applicants requested confidential treatment of a pro forma balance sheet filed as required by Commission Rule 36 and contained in Exhibit G. Applicants contend that Exhibit G contains commercially sensitive financial information that has not heretofore been released to the public and if released could disadvantage applicants in the marketplace. We have granted similar requests for confidential treatment in the past and will do so here.

Findings of Fact

1. Notice of this application appeared in the Commission's Daily Calendar of June 30, 2000.

2. No protests have been filed.

3. Applicants seek approval pursuant to Pub. Util. Code § 851 through 854(a) of a merger agreement and transfer of control wherein Star and three of its subsidiaries will be transferred to a wholly-owned subsidiary of World Access.

4. Star is a certificated carrier of inter-LATA and intra-LATA telecommunications services in California.

5. Star's subsidiaries AST, PT-1 and PLDI are certificated as inter-LATA and intra-LATA telecommunications services in California.

6. World Access is a publicly traded Delaware corporation.

7. There will be no change in rates, terms or conditions of service to existing Star customers as a result of this merger.

8. World Access has entered into a separate agreement and plan of merger with CTS d/b/a WorldxChange that is currently pending with the Commission in A.00-05-059.

9. If the pending merger between World Access and CTS is approved, three current officers and/or directors of CTS will be affiliated with World Access and CTS shareholders will receive shares of World Access common stock.

10. Applicants requested that financial information contained in Exhibit G of the application be kept under seal.

11. Public disclosure of the financial information contained in Exhibit G would place applicants at an unfair business disadvantage.

12. Applicants filed a motion to shorten the protest period and a joint motion with CTS for an order referring issues related to the merger of World Access and CTS to A.00-05-059.

Conclusions of Law

1. The proposed merger and transfer of control are not adverse to the public interest.

2. This proceeding is designated a ratesetting proceeding; no protests have been received; no hearing is necessary.

3. The application should be approved subject to the terms and conditions set forth below.

4. Applicant's request to file under seal certain financial information should be granted for two years.

5. Applicants' motion for an order shortening the protest period should be denied as moot.

6. The Commission should consider in A.00-05-059 whether to apply the CTS sanctions set forth in D.97-05-089 to World Access or WorldxChange.

7. The Consumer Services Division should alert the Commission immediately should a pattern of complaints emerge concerning World Access or any of its subsidiaries.

ORDER

IT IS ORDERED that:

1. Star Telecommunications, Inc. (Star) and World Access, Inc. (World Access) are authorized pursuant to Sections 851 through 854(a) of the Public Utilities Code to enter into the agreement, as more fully described in the application and its exhibits, by which World Access will acquire control of Star and its subsidiaries PT-1 Communications, AST, and PLDI.

2. Star and World Access shall notify the Director of the Commission's Telecommunications Division in writing of the merger and transfer of authority, as authorized herein, within 10 days of the date of consummation of such transfer. A true copy of the instruments of transfer shall be attached to the notification.

3. Star and World Access shall file new tariffs incorporating any changes in name, rates, services, and management authorized in the transfer transaction.

4. Star and World Access shall make all books and records available for review and inspection upon Commission staff request.

5. The authority granted herein shall expire if not exercised within one year of the date of this order.

6. Applicants shall file separately for the sale of PT-1 as required by Public Utilities Code Sections 851 through 854.

7. The Commission's Consumer Services Division shall alert the Commission immediately should a pattern of complaints emerge concerning World Access or any of its subsidiaries.

8. Applicant's request to have the financial information filed with this application in Exhibit G, kept under seal is granted for two years from the effective date of this decision. During that period the information shall not be made accessible or disclosed to anyone other than the Commission staff except on the further order or ruling of the Commission, the Assigned Commissioner, the Assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge.

9. If the applicants believe that further protection of the information kept under seal is needed, they may file a motion stating the justification for further withholding of the information from public inspection, or for such other relief as the Commission rules may then provide. This motion shall be filed no later than one month before the expiration date.

10. Applicants' motion to shorten the protest period is denied, and the joint motion by applicants and Communications TeleSystems International (CTS) to refer issues pertaining to the merger of World Access and CTS to Application 00-05-059 is granted.

11. Application 00-06-039 is closed.

This order is effective today.

Dated October 5, 2000, at San Francisco, California.

Commissioners

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