DOCKET UT-971258 Page 1 BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION Joint Application of ) EASTERN TELECOMMUNICATIONS INC., and ) DOCKET UT-971258 GROUP LONG DISTANCE, INC., ) for Authority to Transfer Selected ) ORDER GRANTING Assets and Control ) APPLICATION . . . . . . . . . . . . . . . . . . . . ) On May 30, 1996, Eastern Telecommunications Incorporated(ETI), and Group Long Distance, Inc.(GLD), 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 control from ETI to GLD. ETI was registered as a telecommunications company in Docket UT-960561. The order authorizing registration was based upon ETI providing resold direct dial long distance services. GLD was registered as a telecommunications company in Docket UT-961045. GLD was authorized to provide resold direct dial long distance services. ETI will transfer assets and control to GLD for a purchase price defined in the Stock Purchase Agreement. ETI will continue to operate as a long distance reseller in Washington state as a wholly-owned subsidiary of GLD. ETI's and GLD's existing customers will not be adversely affected by the proposed acquisition. The transfer of stock will be made in a seamless fashion that will not affect the provision of telecommunication services in Washington. The rates, terms, and conditions currently available to ETI customers will not change as a result of the transaction. FINDINGS THE COMMISSION FINDS: 1. Eastern Telecommunications Incorporated is a public service company subject to regulation by this Commission, under the provisions of chapters, RCW 80.12 and RCW 80.36. 2. Group Long Distance, 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 and control 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, Eastern Telecommunications Incorporated is hereby authorized to transfer selected assets and control to Group Long Distance, Inc. 2. Within 30 days after the above authorized transfer has been consumated, Group Long Distance, Inc., shall file with the Commission true copies of the instruments of transfer which were executed pursuant to this order. 3. This order shall in no way affect the authority of this Commission over rates, service, evaluations, or accounts that may come before it, nor shall anything herein be construed as an acquiescence in any estimate or determination of cost or any valuation of property claimed or asserted. DATED at Olympia, Washington, and effective this 10th day of September, 1997. STEVE McLELLAN, Secretary