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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, 1994
__________________________________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to _________________
Commission file number: 0-873
______________________________________________
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: (360)905-5800
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 3, 1995, there were 39,616,123 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 $160,093,000.
Documents incorporated by reference: None
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K Page References
______________________________________ _______________
(a) The following documents are filed under Item 8 of
this Report.
(1) Index to Consolidated Financial Statements:
Independent Auditors' Report 35
Consolidated Statements of Income for the years
ended December 31, 1994, 1993 and 1992 36
Consolidated Balance Sheets at December 31, 1994
and 1993 37
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1994, 1993
and 1992 38
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992 39
Notes to Consolidated Financial Statements 40 - 51
(2) Supplemental Schedules*
* All 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 filed
under Item 8 of this Report.
(3) Exhibits:
2 Agreement for Purchase and Sale of Exchanges between US WEST
Communications, Inc. and the Registrant dated August 30, 1993.
(Incorporated by reference to Exhibit 2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 0-873.)
2A Agreement for Purchase and Sale of Exchanges between US WEST
Communications, Inc., Telephone Utilities of Eastern Oregon,
Inc. and the Registrant dated May 5, 1994.
2B Agreement for Purchase and Sale of Exchanges between US WEST
Communications, Inc., Telephone Utilities of Washington, Inc.
and the Registrant dated May 5, 1994.
2C Stock Purchase Agreement by and among AT&T Corp. and the
Registrant dated October 1, 1994.
2D Agreement and Plan of Merger, dated as of March 9, 1995, by and
among Pacific Telecom, Inc., PacifiCorp Holdings, Inc. and PXYZ
Corporation. (Incorporated by reference to exhibit 2A of the
Registrant's Current Report on Form 8-K dated March 9, 1995,
File No. 0-873.)
2E Agreement dated as of March 9, 1995, by and between PacifiCorp
and Pacific Telecom, Inc. (Incorporated by reference to Exhibit
2B of the Registrant's Current Report on Form 8-K dated
March 9, 1995, File No. 0-873.)
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. (Incorporated by
reference to Exhibit 3B of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993, File
No. 0-873.)
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.
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*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, as amended. (Incorporated by reference to Exhibit
10(i) of PacifiCorp's Form 10-K for the year ended December 31,
1994, File No. 1-5152.)
*10F Pacific Telecom, Inc. Long-Term Incentive Plan 1994 Restatement
dated as of January 1, 1994. (Incorporated by reference to
Exhibit 10F of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, File No. 0-873.)
*10G PacifiCorp Long-Term Incentive Plan 1993 Restatement.
(Incorporated by reference to Exhibit 10G of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 0-873.)
*10H Form of Restricted Stock Agreement under the PacifiCorp Long-
Term Incentive Plan 1993 Restatement. (Incorporated by reference
to Exhibit 10H of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, File No. 0-873.)
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/A for the year ended
December 31, 1992, File No. 0-873.)
*10L Executive Deferred Compensation Plan dated as of January 1, 1994
as amended.
*10M Form of Restricted Stock Agreement under Pacific Telecom, Inc.
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/A for the year ended December 31,
1993, File No. 1-5152.)
*10N Executive Officer Severance Plan dated as of January 1, 1994.
10O Second Amendment to the Credit Agreement dated November 29,
1994.
12 Statements re Computation of Ratios.
21 Subsidiaries
23 Independent Auditors' Consent
23A Consent of Deloitte & Touche with respect to the Annual Report
on Form 11-K. (Incorporated by reference to Exhibit 23(c) of
PacifiCorp's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended, File No. 1-5152.)
27 Financial Data Schedule
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, 1994. (Incorporated by reference to Exhibit 99(d)
of PacifiCorp's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended, File No. 1-5152.)
[FN]
_________________
* This exhibit constitutes a management contract or compensatory plan
or arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated December 9, 1994, under Item 5. "Other
Events," the Company reported that the Special Committee of the
Board of Directors of the Company retained financial advisors
and legal counsel to assist in evaluating and responding to the
offer made by PacifiCorp Holdings, Inc. to acquire the 13
percent minority interest in the Company. The Company also
reported information with respect to a lawsuit relating to the
proposed purchase of minority interest.
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On Form 8-K dated February 6, 1995, under Item 5. "Other
Events," the Company reported that litigation brought by certain
minority shareholders of the Company, in connection with the
pending offer of PacifiCorp Holdings, Inc. to acquire the
outstanding minority interest in the Company, had been
dismissed.
On Form 8-K dated February 15, 1995, under Item 2. "Acquisition
and Disposition of Assets," the Company reported the purchase
of local exchange assets in Colorado from US WEST
Communications, Inc.
On Form 8-K dated March 9, 1995, under Item 5. "Other Events,"
the Company reported an Agreement and Plan of Merger with
PacifiCorp Holdings, Inc. (Holdings) and PXYZ Corporation
pursuant to which the Company would become a wholly-owned
subsidiary of Holdings and minority shareholders of PTI common
stock would receive $30 per share in cash for each share held.
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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 28, 1995 By /s/James H. Huesgen
_________________ ________________________
(Date) James H. Huesgen
Executive Vice President
Chief Financial Officer
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