<PAGE>
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): December 9, 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)905-5800
No Change
(Former name or former address, if changed since last report) <PAGE>
Item 5. OTHER EVENTS
Information is being disclosed with respect to an announcement
by the Special Committee of the Board of Directors of the Company. The
Special Committee has retained financial advisors and legal counsel to
assist in evaluating and responding to the offer made by PacifiCorp
Holdings, Inc. (PHI) to acquire the 13 percent minority interest in the
Company. A news release of Pacific Telecom, Inc. issued on December
9, 1994, is incorporated herein by reference. Also announced in this
press release is information with respect to a lawsuit relating to the
proposed purchase of the minority interest by PHI. See the Company's
Form 8-K dated November 2, 1994 for additional information regarding
PHI's proposal.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
c) Exhibits
99 Pacific Telecom, Inc. news release issued December 9, 1994.
SIGNATURE
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: December 9, 1994 By /s/Donald A. Bloodworth
___________________________________
Donald A. Bloodworth
Vice President Revenue Requirements
and Controller
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Pacific Telecom, Inc.
805 Broadway
Post Office Box 9901
Vancouver, Washington 98668-8701
206 696-0983
FOR IMMEDIATE RELEASE - DECEMBER 9, 1994
The Special Committee of the Board of Directors of Pacific
Telecom, Inc. (NASDAQ:PTCM) announced today that the Special
Committee has retained Smith Barney Inc. and CS First Boston as
financial advisors and Latham & Watkins as legal counsel to
assist the Special Committee in evaluating and responding to
the offer made by PacifiCorp Holdings, Inc. (PHI), a wholly-
owned subsidiary of PacifiCorp (NYSE:PPW), to acquire the 13%
interest in Pacific Telecom not already held by PacifiCorp
Holdings at a price of $28.00 per share.
The Special Committee also announced that Pacific Telecom
and certain other defendants, including the members of Pacific
Telecom's Board of Directors, have been sued regarding PHI's
offer in the Superior Court of Washington for Clark County.
The plaintiff in the action alleges, among other things, that
he is a shareholder of Pacific Telecom, that the offer of
$28.00 per share made by PHI is inadequate and that the members
of the Board of Directors of Pacific Telecom have breached
their fiduciary duty to the public stockholders of Pacific
Telecom. The plaintiff seeks certification of the case as a
class action on behalf of all public shareholders of Pacific
Telecom and seeks to enjoin the proposed transaction or, in the
alternative, to be awarded rescissory damages in an unspecified
amount if the transaction closes. A response to the complaint
is due from Pacific Telecom on or before January 9, 1995.
Pacific Telecom intends to contest vigorously the allegations
that the directors of Pacific Telecom have breached their
fiduciary duty or otherwise acted improperly with respect to
the offer.
CONTACT: Brian M. Wirkkala, Vice President-Treasurer
Pacific Telecom, Inc.
805 Broadway, P.O. Box 9901
Vancouver, WA 98668-8701
Telephone: (206)696-0983
