DOCKET UT-970656 Page 1 BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION Joint Application of ) EXECUTONE INFORMATION SYSTEMS, INC., ) DOCKET UT-970656 and CLARITY TELECOM LD NETWORK SERVICES,) INC., for Authority to ) ORDER GRANTING Transfer Selected Assets ) APPLICATION . . . . . . . . . . . . . . . . . . . . ) On April 16, 1997, EXECUTONE Information Systems, Inc., and Clarity Telecom LD Network Services, Inc., jointly filed an application with the Commission under the provisions of chapter RCW 80.12 and chapter WAC 480-143 for an order authorizing the transfer of assets and customer base from EXECUTONE Information Systems, Inc., to Clarity Telecom LD Network Services, Inc. EXECUTONE Information Systems, Inc., was registered as a telecommunications company in Docket UT-920676. The order authorizing registration was based upon EXECUTONE Information Systems, Inc., providing resold direct dial long distance services. Clarity Telecom LD Network Services, Inc., was registered as a telecommunications company in Docket UT-970655. Clarity Telecom LD Network Services, Inc., was authorized to provide resold direct dial long distance services. EXECUTONE Information Systems, Inc., will transfer assets and customer base to Clarity Telecom LD Network Services, Inc., for a purchase price defined in the Asset Purchase Agreement. EXECUTONE Information Systems, Inc., will continue to operate as a long distance reseller in Washington state. Subsequent to this order, EXECUTONE Information Systems, Inc.'s existing customers will receive the identical service from Clarity Telecom LD Network Services, Inc., that they currently receive from EXECUTONE Information Systems, Inc., at the same rates, terms, and conditions. EXECUTONE Information Systems, Inc., submitted a proposed tariff in its registration application in Docket UT-920676, which duplicates the services offered by Clarity Telecom LD Network Services, Inc. EXECUTONE Information Systems, Inc.'s customers have been notified in writing by direct mail concerning the transfer of selected assets and customer base from EXECUTONE Information Systems, Inc., to Clarity Telecom LD Network Services, Inc. FINDINGS THE COMMISSION FINDS: 1. Clarity Telecom LD Network Services, Inc., is a public service company subject to regulation by this Commission, under the provisions of chapters, RCW 80.12 and RCW 80.36. 2. EXECUTONE Information Systems, Inc., is a public service company subject to regulation by this Commission, under the provisions of chapters, RCW 80.12 and RCW 80.36. 3. As to form, the application filed herein meets the requirements of chapter RCW 80.12 and the rules and regulations of the Commission adopted pursuant thereto. 4. The proposed sale and transfer of selected assets is not inconsistent with the public interest and should therefore be approved under the terms and conditions of this order. O R D E R THE COMMISSION ORDERS: 1. After the effective date of this order and subject to the conditions hereof, EXECUTONE Information Systems, Inc., is hereby authorized to transfer selected assets and customer base to Clarity Telecom LD Network Services, Inc., in accordance with the Asset Purchase Agreement. 2. The reasonableness of any fees, charges, or accounting allocation involved in carrying out the provisions of the transfer of property arrangements approved herein are neither approved nor disapproved in this proceeding. 3. Within 30 days after the above authorized transfer has been consumated, EXECUTONE Information Systems, Inc., shall file with the Commission true copies of the instruments of transfer which were executed pursuant to this order. DATED at Olympia, Washington, and effective this 10th day of September, 1997. STEVE McLELLAN, Secretary