3. Nature of Application

Applicants present a Stock Purchase Agreement wherein Evans Holdings will acquire all of the stock of Evans Telephone and its unregulated affiliate Evans Communications. The purchase price of the stock of both Evans Telephone and Evans Communications is $70 million.

Evans Telephone has been owned by members of the Evans family since its incorporation in 1951. Prior to incorporation, the business was conducted by the family beginning in 1913. Applicants state that the Evans family members now desire to conclude their long-standing ownership of Evans Telephone.

Applicants contend that the acquisition involves only the transfer of stock and there will be no effect on the assets, liabilities, operations, financial statements, or regulatory status of Evans Telephone. According to the application, Country Road intends to retain the current management personnel and structure of Evans Telephone and will continue to conduct its operations from Turlock, California. Furthermore, Applicants state their intention to continue to provide high quality telecommunications services to the customers of Evans Telephone.

The application contains a copy of the stock purchase agreement between J. H. Evans, Inc. and Evans Holdings as well as copies of financial statements for Evans Telephone and Country Road.

Applicants state that Country Road possesses the technical expertise and business experience required for the acquisition and control of Evans Telephone. Exhibit D of the application indicates that Country Road's chairman and Chief Executive Office, Harry S. Bennett, has 27 years of experience in telecommunications with AT&T, including five years as an Executive Vice President of the nationwide Local Services Division and 16 years as a Vice President in several areas of AT&T operations. Jane N. Medlin, Country Road's President and Chief Operating Officer, has 30 years of telecommunications management experience with AT&T and Bell Atlantic. Thomas Mendenhall, Vice President of Finance for Country Road, has 25 years of financial and general management experience with large and small manufacturing and distribution companies. Wayne F. Henderson, Vice President of Business Development for Country Road, has 30 years of telecommunications and other experience with AT&T, Illinois Bell, and Capital Dynamics International.

There were no responses or protests to the application.