II. Applicant's Request

Pursuant to Section 854 of the Pub. Util. Code and Rule 35 of the Commission's Rules of Practice and Procedure, TCI and Toepfer request approval of the acquisition by Toepfer of direct control over TCI. Toepfer currently is the chief executive officer of the company, having succeeded to that position following the retirement of the company's co-founder and former chief executive officer, Jack Burk. Upon approval of this application, Toepfer, who currently holds a 20% equity interest in TCI, will acquire additional shares to provide him a total equity interest of 81% and, thereby, direct control. Applicants state that Toepfer's acquisition of control will not produce any immediate changes to TCI's operations, will not result in any changes in rates, terms, or conditions of service, and will otherwise be completely transparent to its customers. The proposed change of control will be carried out pursuant to an informal agreement between Toepfer and Alice Burk, a co-founder of TCI and its majority shareholder. Under the agreement, Alice Burk will retain a 10% interest, and both she and Jack Burk, her husband, will receive a lifetime retirement package from the company. No actual payment of funds by Toepfer is contemplated.