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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): November 2, 1994
PACIFIC TELECOM, INC.
(Exact name of registrant as specified in Charter)
State of Washington 0-873 91-0644974
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
805 Broadway
Vancouver, Washington
(Address of principal 98668-8701
executive offices) (Zip Code)
Registrant's telephone number, including area code: (206)696-0983
No Change
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
Pacific Telecom, Inc. (Company) issued a news release on November
2, 1994 with respect to a proposal received from PacifiCorp Holdings, Inc.
(PHI), the Company's parent, to acquire the 13 percent minority interest
of the Company for $28 per share in cash. This news release of the
Company is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibits
99 Pacific Telecom, Inc. news release issued November 2, 1994.
SIGNATURES
__________
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Pacific Telecom, Inc.
______________________________
(Registrant)
Date: November 2, 1994 /s/James H. Huesgen
_____________________________
James H. Huesgen
Executive Vice President and
Chief Financial Officer
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Pacific Telecom, Inc.
805 Broadway
Post Office Box 9901
Vancouver, Washington 98668-8701
206 696-0983
FOR IMMEDIATE RELEASE - NOVEMBER 2, 1994
Pacific Telecom, Inc. (NASDAQ:PTCM) announced that it has received a
proposal from its parent company, PacifiCorp Holdings, Inc., under which
PacifiCorp Holdings would acquire the 13 percent minority interest of
Pacific Telecom for $28 per share in cash. PacifiCorp Holdings, a
wholly-owned subsidiary of PacifiCorp (NYSE:PPW), currently owns the
remaining 87 percent of the outstanding common stock of Pacific Telecom.
Under the terms of the proposal, a newly formed, wholly-owned
subsidiary of PacifiCorp Holdings would merge into Pacific Telecom and the
holders of the approximately 5.3 million shares of common stock of Pacific
Telecom not held by PacifiCorp Holdings would receive cash in the amount of
$28.00 in exchange for each share of Pacific Telecom common stock. As a
result of the merger, Pacific Telecom would become a wholly-owned
subsidiary of PacifiCorp Holdings.
C.E. Robinson, Pacific Telecom's Chairman, Chief Executive Officer and
President said, "I will recommend that the Pacific Telecom Board of
Directors form a special committee to review the proposed merger and to
respond to the offer. The special committee, once formed, will consider
retaining independent counsel, and engaging an investment banking firm to
assist in its analysis and to act as its financial advisor in determining
the fairness of the offer price."
CONTACT: Brian M. Wirkkala, Vice President-Treasurer
James H. Huesgen, Executive Vice President and
Chief Financial Officer
Pacific Telecom, Inc.
805 Broadway, P.O. Box 9901
Vancouver, WA 98668-8701
Telephone: (206) 696-0983
