VIII. Assignment of Proceeding

Michael Peevey is the Assigned Commissioner and Janice Grau is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. Resolution ALJ 176-3089 determined that this was a ratesetting proceeding and that no hearings were expected.

2. Notice of this application appeared in the Commission's June 6, 2002 Daily Calendar.

3. No protests were filed.

4. This application has been filed pursuant to Pub. Util. Code § 854.

5. Pub. Util. Code § 854(b) and (c) are not applicable in this instance because none of the applicants has more than $500 million in gross annual California revenues.

6. TelePacific will continue to operate as TelePacific.

7. No new construction is being proposed.

8. TelePacific is a nondominant telecommunications carrier.

9. Investcorp has sufficient financial resources to meet the Commission's requirements to operate as an interexchange carrier and as a facilities-based and resale local exchange carrier.

10. Investcorp possesses the necessary technical expertise required by the Commission.

Conclusions of Law

1. The proposed transfer of ownership and control of TelePacific to SIPCO is in the public interest.

2. It can be seen with certainty that the proposed transfer will not have any adverse impact on the environment.

3. Public convenience and necessity require the granting of this application to be effective on the date signed.

ORDER

IT IS ORDERED that:

1. Applicants U.S. TelePacific Corp. (TelePacific) and SIPCO Limited (SIPCO) are authorized to indirectly transfer control of TelePacific, as set forth in the application.

2. TelePacific and SIPCO shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of authority, as authorized herein, within 10 days of the date of consummation of such transfer.

3. The corporate identification number U-5721-C assigned to TelePacific shall continue to be used by TelePacific and shall be included in all original filings with this Commission and in the titles of other pleadings filed in existing cases.

4. The application is granted as set forth above and the authority granted shall expire if not exercised within one year after the effective date of this order.

5. Applicant's motion for a limited protective order to keep Exhibit C under seal is granted. Exhibit C shall remain under seal and not be accessible or disclosed to persons other than Commission staff for two years from today unless Applicant makes a timely request for extension of confidential treatment

by filing a separate motion with good cause shown at least one month prior to the expiration of the confidential treatment.

6. Application 02-05-057 is closed.

This order is effective today.

Dated November 21, 2002, at San Francisco, California.

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