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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): July 14, 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
Information with respect to recent developments in connection
with the proposed acquisition of the minority interest of Pacific
Telecom, Inc. by PacifiCorp Holdings, Inc. contained in news release
of Pacific Telecom, Inc. issued on July 14, 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
July 14, 1995.
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: July 14, 1995 By /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
360 905-5800
PacifiCorp: Pacific Telecom:
Chris Hunter: (503)731-2090 Brian M. Wirkkala: (360)905-5800
Scott Hibbs: (503)731-2123
FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS.. JULY 14, 1995
PacifiCorp (NYSE: "PPW") and Pacific Telecom, Inc. (Nasdaq
National Market: "PTCM") announced today that, consistent with Pacific
Telecom's acquisition strategy, Pacific Telecom is currently engaged
in discussions concerning potential transactions involving the
acquisition of additional rural local exchange assets. In view of the
possible transactions, the financial advisors retained by the Special
Committee of the Board of Directors of Pacific Telecom in connection
with the pending acquisition of the minority interest of Pacific
Telecom are reviewing certain aspects of one of the proposed
acquisitions and are considering its effect, if any, on their opinions
concerning the fairness, from a financial point of view, of the
consideration to be received by the minority shareholders in the
proposed merger. It is a condition to Pacific Telecom's obligation to
consummate the merger that neither of the fairness opinions shall have
been modified, withdrawn or revoked at the time of the mailing of the
proxy statement relating to Pacific Telecom's annual meeting of
shareholders at which the proposed merger will be considered.
Finalization of the proxy statement will be delayed pending the outcome
of this review.
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The Special Committee has proposed to PacifiCorp Holdings that,
in view of the proposed transaction, PacifiCorp Holdings consider
increasing the amount of the merger consideration. PacifiCorp Holdings
has advised the Special Committee that PacifiCorp Holdings is prepared
to consummate the proposed merger on the terms set forth in the merger
agreement between the parties, including the stated price of $30.00 per
share, and does not intend to increase the amount of the merger
consideration.
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