PACIFIC TELECOM INC
POS AM, 1997-12-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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As filed with the Securities and Exchange Commission on December 11, 1997.
                                                
                                                Registration No. 333-00191




                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                  Post-Effective 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                805 Broadway, P. O. Box 9901        91-0644974
(State or other         Vancouver, Washington 98668-8701    (I.R.S. Employer
jurisdiction of                (360) 905-5800                Identification 
incorporation          (Address, including zip code, and        Number)
or organization)        telephone number, including area 
                         code, of registrant's principal 
                              executive offices)




           Harvey P. Perry                            Copy to:
      Senior Vice President and                   Kenneth J. Najder
         Assistant Secretary              Jones, Walker, Waechter, Poitevent,
        Pacific Telecom, Inc.                 Carrere & Denegre, L.L.P.
        100 Century Park Drive                       51st Floor
       Monroe, Louisiana  71203                201 St. Charles Avenue
            (318) 388-9500                New Orleans, Louisiana  70170-5100
(Name, address, including zip code, and            (504) 582-8000
telephone number, including area code, 
       of agent for service)




  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
                            Not Applicable

      
      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.  
                          ---
      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.  
                                           ---
      This Post-Effective amendment shall become effective in
accordance with Section 8(c) of the Securities Act of  1933  on such
date as the Commission, acting pursuant to Section 8(c), may
determine.



                        PACIFIC TELECOM, INC.

                    Explanation of Deregistration


      Pacific  Telecom,  Inc.  ("PTI"),   a  Washington  corporation,
filed Registration Statement No. 333-00191 on Form S-3 on January 12,
1996 and Pre- Effective Amendment No. 1 thereto  on January 18, 1996
(as amended, the "Registration  Statement")  to  register  an
aggregate  principal  amount of up  to  $200,000,000 of unsecured debt
securities of PTI consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities").

      Since the effective date of the Registration Statement, PTI has
sold $133,499,000 of Debt Securities.  In its Registration Statement,
PTI undertook to remove from registration by  means of a
post-effective amendment any of the Debt Securities which remain
unsold  at the termination of the Offering.  PTI has determined not to
sell any of the remaining Debt Securities pursuant to the Registration
Statement.  Therefore, PTI hereby deregisters $66,501,000 of its Debt
Securities which currently remain unsold.



                              SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Post- Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Monroe, State of Louisiana, on
December 11, 1997.

                                          Pacific Telecom, Inc.

                                    By:   /s/ Glen F. Post, III
                                          --------------------- 
                                          Glen F. Post, III 
                                          Chairman of the Board



      Pursuant to the requirements of the Securities Act of 1933, as
amended, this  Post-Effective  Amendment  No. 1 to the Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.

Signature                   Title                         Date

/s/ Glen F. Post, III       Chairman of the Board         December 11, 1997
- ---------------------
Glen F. Post, III

/s/ Clarke M. Williams      Director                      December 11, 1997
- ----------------------
Clarke M. Williams

/s/ R. Stewart Ewing, Jr.   Director                      December 11, 1997
- -------------------------
R. Stewart Ewing, Jr.

/s/ Harvey P. Perry         Director                      December 11, 1997
- -------------------
Harvey P. Perry

/s/ Charles E. Robinson     Principal Executive Officer   December 11, 1997
- -----------------------
Charles E. Robinson

/s/ Murray H. Greer         Principal Accounting Officer  December 11, 1997
- -------------------
Murray H. Greer





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