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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): September 27, 1995
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: (360)905-5800
No Change
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
At the Company's annual meeting of shareholders on September 27, 1995,
the minority shareholders approved the Agreement and Plan of Merger, dated as
of March 9, 1995, by and among Pacific Telecom, Inc., PacifiCorp Holdings,
Inc. and PXYZ Corporation. Votes cast by minority shareholders in relation
to this matter are summarized as follows:
Votes Against Abstentions and
For Or Withheld Broker Non-votes
--------- ------------- ----------------
2,744,644 1,757,097 325,220
At this same meeting, the shareholders elected a board of 10 directors.
Votes cast in relation to this matter are summarized as follows:
Votes Against Abstentions and
Director For Or Withheld Broker Non-votes
--------------------- ---------- ------------- ----------------
Joyce E. Galleher 37,880,175 1,271,967 0
Michael C. Henderson 37,835,247 1,316,895 0
Roy M. Huhndorf 37,881,680 1,270,462 0
Nolan E. Karras 37,881,051 1,271,091 0
Paul M. Lorenzini 37,834,095 1,318,047 0
Donald L. Mellish 37,881,714 1,270,428 0
Charles E. Robinson 37,880,565 1,271,577 0
Sidney R. Snyder 37,880,933 1,271,209 0
Verl R. Topham 37,831,600 1,320,542 0
Nancy Wilgenbusch 37,879,532 1,272,610 0
Information with respect to approval of the acquisition of the
minority interest of Pacific Telecom, Inc. by PacifiCorp Holdings, Inc. and
election of 10 directors contained in a news release of Pacific Telecom, Inc.
issued on September 27, 1995, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 Pacific Telecom, Inc. news release issued September 27, 1995.
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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 hereunto duly authorized.
PACIFIC TELECOM, INC.
(Registrant)
Dated: September 27, 1995 By: /s/James H. Huesgen
---------------------------
James H. Huesgen
Executive Vice President
and Chief Financial Officer
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[LOGO] P.T.I.
Pacific Telecom, Inc.
805 Broadway
Post Office Box 9901
Vancouver, Washington 98668-8701
360 905-5800
FOR IMMEDIATE RELEASE - SEPTEMBER 27, 1995
PACIFICORP AND PACIFIC TELECOM, INC. ANNOUNCE APPROVAL OF
MERGER
PacifiCorp (NYSE:PPW) and Pacific Telecom, Inc.
(NASDAQ:PTCM) jointly announced today the approval of the merger of
Pacific Telecom with a wholly owned subsidiary of PacifiCorp
Holdings, Inc. pursuant to which PacifiCorp Holdings will acquire
all of the outstanding shares of Pacific Telecom not previously
owned by it for $30 per share in cash. PacifiCorp Holdings is a
wholly owned subsidiary of PacifiCorp. As a result of the merger,
Pacific Telecom will be an indirect, wholly owned subsidiary of
PacifiCorp.
The merger was approved today at Pacific Telecom's annual
meeting by holders of a majority of the approximately 5.3 million
shares held by unaffiliated public shareholders. In addition, the
shareholders of Pacific Telecom elected a total of ten directors,
including four new directors who were nominees of PacifiCorp
Holdings.
Shareholders of Pacific Telecom, Inc. commons stock should not
send their certificates representing shares directly to Pacific
Telecom to receive payment of the merger consideration. Instead,
the shareholders will receive instructions regarding the surrender
of their shares for payment from LaSalle National Bank, the Paying
Agent appointed in connection with the merger.
If you have questions regarding the procedures for
surrendering your shares, please contact LaSalle National Bank at
(312)904-2450.
CONTACT: Brian M. Wirkkala, Vice President-Treasurer
Pacific Telecom, Inc.
805 Broadway, P.O. Box 9901
Vancouver, WA 98668-8701
Telephone: (360)905-5800
