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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1993
_______________________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-873
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PACIFIC TELECOM, INC.
(Exact name of registrant as specified in its charter)
State of Washington 91-0644974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
805 Broadway, P.O. Box 9901, Vancouver, Washington 98668-8701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206)696-0983
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value (Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
As of March 4, 1994, there were 39,608,264 shares of Common
Stock outstanding. The aggregate market value (based upon the
average bid and asked prices) of Common Stock held by
nonaffiliates of Pacific Telecom, Inc. on that date was
approximately $129,334,000.
DOCUMENTS INCORPORATED BY REFERENCE
___________________________________
Part Into
Document Which Incorporated
________ __________________
Portions of 1993 Annual Report
to Shareholders Parts I and II
Portions of Proxy Statement for
1994 Annual Meeting of Shareholder Part III
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K Page References
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(a) The following documents are filed as part of this
Report.
(1) Index to Consolidated Financial Statements:
Consolidated Statements of Income
for the years ended December 31, 1993,
1992 and 1991 46*
Consolidated Balance Sheets at
December 31, 1993 and 1992 47*
Consolidated Statements of Changes
in Shareholders' Equity for the years
ended December 31, 1993, 1992 and 1991 48*
Consolidated Statements of Cash Flows
for the years ended December 31, 1993,
1992 and 1991 49*
Notes to Consolidated Financial
Statements 50 - 60*
Independent Auditors' Report 61*
(2) Supplemental Schedules**:
Independent Auditors' Consent and
Report on Schedules 29
V - Property, plant and equipment 30 - 32
VI - Accumulated depreciation 33 - 35
X - Supplementary income statement
information 36
* Page references are to the incorporated portion of the
Annual Report to Shareholders of the Registrant for the
year ended December 31, 1993, which portion is appended
hereto.
** All other schedules have been omitted because of the
absence of the conditions under which they are required or
because the required information is included elsewhere in
the financial statements incorporated by reference in this
Report.
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(3) Exhibits:
2 Agreement for Purchase and Sale of Exchanges between US
WEST Communications, Inc. and the Registrant dated August
30, 1993.
3A Restated Articles of Incorporation of the Registrant, as
amended June 13, 1990. (Incorporated by reference to
Exhibit 3A of the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990, File No.
0-873.)
3B Bylaws of the Registrant, as amended and restated
effective April 30, 1993.
4 Indenture dated as of September 20, 1991, between the
Company and The First National Bank of Chicago, as Trustee
for the Series B Medium-Term Notes. (Incorporated by
reference to Exhibit 4 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1991, File No. 0-873.)
In reliance upon Item 601(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries are not being filed because
the total amount authorized under each such instrument does not
exceed 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request.
*10A Executive Bonus Plan, dated October 26, 1990.
(Incorporated by reference to Exhibit 10B of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 0-873.)
10B Intercompany Borrowing Agreement between the Registrant,
Inner PacifiCorp, Inc. (now PacifiCorp Holdings, Inc.) and
certain other affiliated companies dated as of April 1,
1991. (Incorporated by reference to Exhibit 10A of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1991, File No. 0-873.)
10C Management Services Agreement between the Registrant and
Pacific Power & Light Company. (Incorporated by reference
to Exhibit 10D of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1980, File No.
0-873.)
10D Lease Agreement between Northwestel, Inc. and Alascom,
Inc., dated January 3, 1990. (Incorporated by reference
to Exhibit 10D of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, File No.
0-873.)
*10E PacifiCorp Supplemental Executive Retirement Plan 1988
Restatement. (Incorporated by reference to Exhibit 10(q)
of PacifiCorp's Form 10-K for the year ended December 31,
1987, File No. 1-5152.)
*10F Pacific Telecom, Inc. Long-Term Incentive Plan 1994
Restatement dated as of January 1, 1994.
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*10G PacifiCorp Long-Term Incentive Plan 1993 Restatement.
*10H Form of Restricted Stock Agreement under the PacifiCorp
Long-Term Incentive Plan 1993 Restatement.
10I Credit Agreement dated as of November 13, 1991.
(Incorporated by reference to Exhibit 10M of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 0-873.)
10J Lease Intended for Security dated March 12, 1993, among
Alascom, Inc., as lessee, Norwest Bank Minnesota, as
Agent, and certain institutions as lessors. (Incorporated
by reference to Exhibit 10K of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992,
File No. 0-873.)
*10K Non-employee Directors' Stock Compensation Plan dated
April 5, 1993. (Incorporated by reference to Exhibit 10L
of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 0-873.)
*10L Executive Deferred Compensation Plan dated as of January
1, 1994.
*10M Form of Restricted Stock Agreement under Pacific Telecom
Long-Term Incentive Plan dated as of February 4, 1994.
(Incorporated by reference to Exhibit 10(o) of
PacifiCorp's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-5152.)
12 Statements re Computation of Ratios.
13 Registrant's Annual Report to Shareholders for the year
ended December 31, 1993. Except as specifically
incorporated by reference herein, the Annual Report shall
not be deemed filed as part of this Report on Form 10-K.
21 Subsidiaries
23 Independent Auditors' Consent and Report on Schedules -
Included on page 29 of this Annual Report on Form 10-K.
23A Consent of Deloitte & Touche with respect to Annual Report
on Form 11-K. (Incorporated by reference to Exhibit 23(c)
of PacifiCorp's Annual Report on Form 10-K/A for the year
ended December 31, 1993, File No. 1-5152.)
99 Annual Report on Form 11-K of the PacifiCorp K Plus
Employee Savings and Stock Ownership Plan for the fiscal
year ended December 31, 1993. (Incorporated by reference
to Exhibit 99(c) of PacifiCorp's Annual Report on Form
10-K/A for the year ended December 31, 1993, File No.
1-5152.)
_________________
* This exhibit constitutes a management contract or
compensatory plan or arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated November 19, 1993, under Item 5. "Other
Events," the Company reported the sale of IDB
Communications Group, Inc. common stock.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
June 14, 1994 By /s/James H. Huesgen
________________ ____________________________
(Date) James H. Huesgen
Executive Vice President and
Chief Financial Officer
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