<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
PACIFIC TELECOM, INC.
(Exact name of registrant as specified in its charter)
_______________
WASHINGTON 91-0644974
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
805 Broadway
P.O. Box 9901
Vancouver, Washington 98668-9901 97232
(Address of Principal (Zip Code)
Executive Offices)
_______________
Pacific Telecom, Inc.
Long-Term Incentive Plan
1994 Restatement
(Full title of plan)
Donn T. Wonnell
Vice President and Corporate Secretary
Pacific Telecom, Inc.
805 Broadway
Vancouver, Washington 98668-9901
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (206) 696-0983
Copy to:
John M. Schweitzer
Stoel Rives Boley Jones & Grey
700 NE Multnomah, Suite 1600
Portland, Oregon 97232<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2) 187,812 Shares $21.875 $4,108,387.50
Common Stock(3) 12,188 Shares $21.875 $ 266,612.50
$4,375,000.00 $1,508.63
============ ========
- ---------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $21.875, which was
the average of the high and low prices of the Common Stock on June 29,
1994, as reported in The Wall Street Journal for NASDAQ National
Market System securities.
(2) These are shares to be granted to officers of the Company pursuant to
the Pacific Telecom, Inc. Long-Term Incentive Plan 1994 Restatement.
(3) These shares represent 12,188 unregistered shares previously granted
to executive officers of the Company and one of its subsidiaries.
These unregistered shares are included in this Registration Statement
pursuant to General Instruction C of Form S-8. A separate prospectus
prepared in accordance with the requirements of Form S-3 for use in
connection with the offer and sale of these shares is included in the
Registration Statement.
</TABLE>
- -------------------------------------------------------------------------
<PAGE>
<PAGE>
PROSPECTUS
PACIFIC TELECOM, INC.
12,188 Shares of Common Stock
The Common Stock of Pacific Telecom, Inc. ("the
Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders"). The
Company will not receive any of the proceeds from the offering.
The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise. Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale. See
"PLAN OF DISTRIBUTION."
The Common Stock of the Company is traded over-the-
counter in the NASDAQ National Market System. On June 29,
1994, the closing price for the Common Stock as reported in The
Wall Street Journal was $21.75 per share.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus. This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
_______________
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
_______________
The date of this Prospectus is June 30, 1994.
<PAGE>
<PAGE>ii
THE COMPANY
Pacific Telecom, Inc. (the "Company"), a Washington
corporation organized in 1955, is headquartered in Vancouver,
Washington. The Company's common stock is traded on the NASDAQ
National Market System under the symbol PTCM. The Company,
through its subsidiaries, provides local telephone service and
access to the long distance network in Alaska, seven other
western states and three midwestern states, provides intrastate
and interstate long distance communication services in Alaska,
provides cellular mobile telephone services, and is engaged in
sales of capacity in and operation of an undersea fiber optic
cable between the United States and Japan. The address of the
principal executive offices of the Company is 805 Broadway, PO
Box 9901, Vancouver, Washington 98668-9901. The Company's
telephone number is (206) 696-0983.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act") and in accordance therewith files, reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy
statements, and other information concerning the Company may be
inspected and copied at the offices of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, 13th Floor,
New York, New York 10007; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604.
This Prospectus does not contain all the information
set forth in the Registration Statement on Form S-8 (herein,
together with all amendments and exhibits thereto, referred to
as the "Registration Statement"), which the Company has filed
with the Commission under the Securities Act of 1933 (the
"Securities Act"). Statements contained or incorporated by
reference herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (as amended
by Form 10-K/A dated June 14, 1994)
<PAGE>
<PAGE>iii
2. The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994;
3. The Company's Current Report on Form 8-K dated
May 24, 1994;
4. The description of the Common Stock contained in
the Company's registration under Section 12 of
the Exchange Act, including any amendment or
report updating such description.
All documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents"; provided, however, that all documents filed by the
Company pursuant to Section 13 or 14 of the Exchange Act in
each year during which the offering made by this Prospectus is
in effect prior to the filing with the SEC of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of
such Annual Report on Form 10-K).
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has
been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference therein. Requests
should be directed to Brian M. Wirkkala, Vice President and
Treasurer, 805 Broadway, P.O. Box 9901, Vancouver, Washington
98668-9901, telephone number (206) 696-0983. The information
relating to the Company contained in this Prospectus does not
purport to be comprehensive and should be read together with
the information contained in the Incorporated Documents.
No person has been authorized to give any information
or to make any representation not contained in this Prospectus
<PAGE>iv
or in any Prospectus Supplement, and, if given or made, such
information or representation must not be relied upon as having
been authorized. This Prospectus and any Prospectus Supplement
do not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby or thereby in
any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or its subsidiaries since the date of this Prospectus.
SELLING SHAREHOLDERS
The Selling Shareholders are all current executive
officers of the Company or its subsidiaries who acquired the
Shares offered hereby pursuant to the 1994 Restatement of the
Company's Long-Term Incentive Plan (the "Restated Plan"). The
following table sets forth certain information provided to the
Company by the Selling Shareholders.
<TABLE>
<CAPTION>
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder June 9, 1994(1) Prospectus
- --------------- ------------------ -------------
<S> <C> <C>
Charles E. Robinson, 69,649 3,563
Chairman, President and
Chief Executive Officer
James H. Huesgen, 21,902 2,250
Executive Vice President
and Chief Financial
Officer
Donn T. Wonnell, Vice 6,210 1,800
President and Corporate
Secretary
Brian M. Wirkkala, Vice 20,964 750
President and Treasurer
Wesley E. Carson, Vice 3,676 900
President, Human
Resources
<PAGE>
<PAGE>v
Donald A. Bloodworth, 3,871 900
Vice President, Revenue
Requirements, and Controller
John Ayers, Executive Vice 7,884 2,025
President and General
Manager of Alascom, Inc.
____________________
<FN>
(1) Does not include shares of Common Stock allocated to the
accounts of participants in the PacifiCorp K Plus Employee
Savings and Stock Ownership Plan during the period since
March 31, 1994.
</TABLE>
EXPERTS
The consolidated financial statements and the related
financial statement schedules incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (as amended by Form
10-K/A dated June 14, 1994) have been audited by Deloitte &
Touche, independent auditors, as stated in their reports (their
report on the financial statements expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in method of accounting for other postretirement
benefits and income taxes in the year ended December 31, 1993),
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in the
over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold
by one or more of the following methods: (a) block trades in
which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal, in a market maker capacity
or otherwise, and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or
<PAGE>
<PAGE>vi
dealers to participate. Brokers or dealers will receive
commissions or discounts from the Selling Shareholders in
amounts to be negotiated immediately prior to the sale. The
Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the Act, disclosing
(i) the name of such Selling Shareholder and of the
participating brokers or dealers, (ii) the number of Shares
involved, (iii) the price at which such Shares will be sold,
(iv) the commission paid or discounts or concessions allowed to
such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
<PAGE>
<PAGE>II-i
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Pacific Telecom,
Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the common stock of the
Company contained in the Company's registration under
Section 12 of the Securities Exchange Act of 1934,
including any amendment or report updating such
description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
<PAGE>
<PAGE>II-ii
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Restated Bylaws ("Restated Bylaws"),
require the Company to indemnify directors and officers to the
fullest extent not prohibited by law. The right to and amount
of indemnification will be ultimately subject to determination
by a court that indemnification in the circumstances presented
is consistent with public policy considerations and other
provisions of law. It is likely, however, that the Restated
Articles would require indemnification at least to the extent
that indemnification is authorized by the Washington Business
Corporation Act ("WBCA"). The effect of the WBCA is summarized
as follows:
(a) The WBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or
completed action, suit or proceeding, other than an action by
or in the right of the Company, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Indemnification is not permitted in
connection with a proceeding in which a person is adjudged
liable on the basis that personal benefit was improperly
received unless indemnification is permitted by a court upon a
finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances.
The termination of a proceeding by judgment, order, settlement,
conviction or plea of nolo contendere or its equivalent is not,
of itself, determinative that the person did not meet the
prescribed standard of conduct.
(b) The WBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right
of the Company against the reasonable expenses (including
attorneys' fees) incurred, if the person concerned acted in
good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company, except
that no indemnification may be granted if such person is
adjudged to be liable to the Company unless permitted by a
court.
(c) Under the WBCA, the Company may not indemnify a
person in respect of a proceeding described in (a) or (b) above
unless it is determined that indemnification is permissible
because the person has met the prescribed standard of conduct
by any one of the following: (i) the Board of Directors, by a
majority vote of a quorum consisting of directors not at the
<PAGE>
<PAGE>II-iii
time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority
vote of a committee of two or more directors not at the time
parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as
described in (i) and (ii) above, or (iv) by the shareholders,
but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on
the determination. Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above,
except that if the determination of such indemnification's
permissibility is made by special counsel then the
determination of the reasonableness of such expenses is to be
made by those entitled to select special counsel.
Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every
person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b)
above is entitled to be indemnified as a matter of right
against reasonable expenses incurred in connection with the
proceeding.
(d) Under the WBCA, the Company may pay for or
reimburse the reasonable expenses incurred in defending a
proceeding in advance of the final disposition thereof if the
director or officer receiving the advance furnishes (i) a
written affirmation of the director's or officer's good faith
belief that he or she has met the prescribed standard of
conduct, and (ii) a written undertaking to repay the advance if
it is ultimately determined that such person did not meet the
standard of conduct.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which
officers or directors may be entitled under any statute,
agreement, vote of shareholders, action of directors, or
otherwise.
The Company has directors' and officers' liability
insurance coverage which insures officers and directors of the
Company against certain liabilities.
Item 7. Exemption From Registration Claimed.
-----------------------------------
This Registration Statement includes the registration
for resale of 12,188 shares of Common Stock previously granted
to executive officers of the Company and its subsidiaries under
the 1994 Restatement of the Company's Long-Term Incentive Plan
("Restated Plan"). The shares of Common Stock previously
<PAGE>
<PAGE>II-iv
granted pursuant to the Restated Plan were issued in reliance
on the exemptions provided by Section 4(2) and 4(6) of the
Securities Act of 1933. The recipients of the grants were all
executive officers of the Company or were otherwise accredited
investors under Rule 501(a)(4).
Item 8. Exhibits.
--------
(4)(a) Restated Articles of Incorporation of the
Company, as amended. Incorporated by
reference to Exhibit 3A to the Company's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990, File
No. 0-873.
(4)(b) Bylaws of the Company, as amended and
restated effective April 30, 1993.
Incorporated by reference to Exhibit 3B to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1993, File No. 0-873.
(23) Consent of Deloitte & Touche.
(24) Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
<PAGE>
<PAGE>II-v
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.<PAGE>
<PAGE>II-vi
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, State of Washington, on
June 30, 1994.
PACIFIC TELECOM, INC.
By JAMES H. HUESGEN
--------------------------------
James H. Huesgen, Executive Vice
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of
1933, the registration statement has been signed by the
following persons on June 30, 1994 in the capacities indicated.
Signature Title
--------- -----
*CHARLES E. ROBINSON Chairman, Chief Executive
- ----------------------------- Officer and Director
Charles E. Robinson
JAMES H. HUESGEN Executive Vice President and
- ----------------------------- Chief Financial Officer
James H. Huesgen
*DONALD A. BLOODWORTH Vice President, Revenue
- ----------------------------- Requirements and Controller
Donald A. Bloodworth (Chief Accounting Officer)
*JOYCE E. GALLEHER Director
- -----------------------------
Joyce E. Galleher
*ROY M. HUHNDORF Director
- -----------------------------
Roy M. Huhndorf
*DONALD L. MELLISH Director
- -----------------------------
Donald L. Mellish
*SIDNEY R. SNYDER Director
- -----------------------------
Sidney R. Snyder
*NANCY WILGENBUSCH Director
- -----------------------------
Nancy Wilgenbusch
*By JAMES H. HUESGEN
-------------------------
James H. Huesgen
(Attorney-in-Fact)<PAGE>
<PAGE>II-vii
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
(4)(a) Restated Articles of Incorporation
of the Company, as amended.
Incorporated by reference to
Exhibit 3A, Form 10-Q for the
quarter ended June 30, 1990, File
No. 0-873.
(4)(b) Bylaws of the Company, as amended
and restated effective April 30,
1993. Incorporated by reference to
Exhibit 3B to the Company's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1993, File
No. 0-873.
(23) Consent of Deloitte & Touche.
(24) Powers of Attorney.
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Pacific Telecom, Inc. on Form S-8 of
our reports dated January 20, 1994 (our report on the financial
statements expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in method of
accounting for other postretirement benefits and income taxes
in the year ended December 31, 1993), appearing in and
incorporated by reference in the Annual Report on Form 10-K (as
amended by Form 10-K/A dated June 13, 1994) of Pacific Telecom,
Inc. for the year ended December 31, 1993 and to the reference
to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
DELOITTE & TOUCHE
DELOITTE & TOUCHE
June 30, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
CHARLES E. ROBINSON
--------------------------
Charles E. Robinson
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
JAMES H. HUESGEN
--------------------------
James H. Huesgen
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
DONALD A. BLOODWORTH
--------------------------
Donald A. Bloodworth
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
JOYCE E. GALLEHER
--------------------------
Joyce E. Galleher
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
ROY M. HUHNDORF
--------------------------
Roy M. Huhndorf
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
DONALD L. MELLISH
--------------------------
Donald L. Mellish
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
SIDNEY R. SNYDER
--------------------------
Sidney R. Snyder
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
constitutes and appoints Charles E. Robinson, James H. Huesgen,
Donn T. Wonnell and Brian M. Wirkkala, and each of them, the
undersigned's true and lawful attorneys and agents, with full
power of substitution and resubstitution for the undersigned and
in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The
Securities Act of 1933, prepared in connection with the
registration of 200,000 shares of Pacific Telecom, Inc. Common
Stock to be granted to officers under the 1994 Restatement of the
Pacific Telecom, Inc. Long-Term Incentive Plan and the resale of
12,188 shares of such Common Stock previously issued pursuant to
such plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys
and agents, and each of them, full power and authority to do any
and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all that
said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: April 29, 1994.
NANCY WILGENBUSCH
--------------------------
Nancy Wilgenbusch
