<PAGE>
As filed with the Securities and Exchange Commission on January 18, 1996
Registration No. 333-00191
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC TELECOM, INC.
(Exact name of registrant as specified in its charter)
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
(360) 905-5800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Brian M. Wirkkala
Vice President and Treasurer
805 Broadway
P.O. Box 9901
Vancouver, Washington 98668-8701
(360) 905-5800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Stoel Rives LLP Winthrop, Stimson, Putnam & Roberts
700 NE Multnomah, Suite 950 One Battery Park Plaza
Portland, Oregon 97232-4109 New York, New York 10004-1490
Attention of John M. Schweitzer Attention of C. Payson Coleman, Jr.
(503) 872-4821 (212) 858-1426
Approximate date of commencement of proposed sale of the
securities to the public: From time to time after this Registration
Statement becomes effective as determined by market conditions and other
factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
---------------------------
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed
Proposed maximum
Title of each Amount maximum aggregate Amount of
class of securities to be offering price offering registration
to be registered registered(1)(2) per unit(1) price(2) fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities ______ ______ $200,000,000 $68,966
<FN>
(1) The amount to be registered and the proposed maximum offering price
per unit have been omitted in accordance with the Note on the cover
page of Form S-3.
(2) In no event will the aggregate principal amount of the Debt Securities
issued under this Registration Statement exceed $200,000,000.
(3) The amount of the registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act of 1933.
</FN>
</TABLE>
------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Vancouver,
State of Washington, on January 18, 1996.
PACIFIC TELECOM, INC.
By: BRIAN M. WIRKKALA
-----------------------------------
Brian M. Wirkkala
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to this registration statement has been duly signed by the
following persons on January 18, 1996 in the capacities indicated.
Signature Title
--------- -----
*CHARLES E. ROBINSON
- --------------------------------------- Chairman, President, Chief Executive
Charles E. Robinson Officer and Director
*JAMES H. HUESGEN
- --------------------------------------- Executive Vice President and Chief
James H. Huesgen Financial Officer
*DONALD A. BLOODWORTH
- --------------------------------------- Vice President, Revenue Requirements
Donald A. Bloodworth and Controller
*MICHAEL C. HENDERSON
- --------------------------------------- Director
Michael C. Henderson
*NOLAN E. KARRAS
- --------------------------------------- Director
Nolan E. Karras
*NANCY WILGENBUSCH
- --------------------------------------- Director
Nancy Wilgenbusch
*By BRIAN M. WIRKKALA
----------------------------------
Brian M. Wirkkala
(Attorney-in-Fact)
