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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): April 11, 1997
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 the sale of Pacific Telecom Cellular,
Inc., a wholly-owned subsidiary of Pacific Telecom, Inc., in return for
$164.4 million in cash and more than 18,000 telephone access lines
contained in a news release of PacifiCorp issued on April 11, 1997, is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 PacifiCorp news release issued April 11, 1997.
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: April 14, 1997 By: /s/James H. Huesgen
________________________________
James H. Huesgen
Executive Vice President
and Chief Financial Officer
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_______________________________________________________________
[LOGO] PACIFICORP NEWS RELEASE
_______________________________________________________________
FOR FURTHER INFORMATION CONTACT:
Scott Hibbs, PacifiCorp, (503) 731-2123, for investor inquiries
Jan Mitchell, PacifiCorp, (503) 464-6261, for media inquiries
FOR IMMEDIATE RELEASE
April 11, 1997
PACIFIC TELECOM, INC. TO SELL SUBSTANTIALLY ALL OF ITS CELLULAR HOLDINGS
Pacific Telecom, Inc. (PTI), a wholly-owned subsidiary of PacifiCorp
(NYSE Symbol:PPW), signed a letter of intent today with Century
Telephone Enterprises, Inc. (Century) (NYSE Symbol:CTL) whereby PTI
will exchange the stock of its wholly-owned subsidiary, Pacific
Telecom Cellular, Inc. which has ownership interests in approximately
1.7 million cellular POPs primarily in Wisconsin and Michigan and
certain PCS licenses primarily in Wisconsin, Michigan and Minnesota in
return for $164.4 million in cash and more than 18,000 of Century's
telephone access lines in Arizona, Colorado, Idaho and New Mexico.
PTI's cellular ownership interests in its Alaska markets representing
166,700 POPs are not included as part of this transaction.
"This transaction allows PTI to better focus its strategy on providing
high quality telecommunications services to local telephone customers
in rural markets in the West and Midwest," said Charles E. Robinson,
PTI's Chairman, Chief Executive Officer and President. "Our cellular
operations were not of sufficient scale to compete against larger
wireless providers in the long term, nor did they provide an adequate
geographic overlap with our existing local exchange operations. We
are actively exploring ways to provide certain wireless services to
our existing local exchange customers, and believe that we are better
able to accomplish this through PCS spectrum that we will continue to
own and obtain after this transaction is consummated. We are also
pleased to expand our current local exchange operations in Idaho and
Colorado and are looking forward to extending our history of quality
service to the telephone customers in Arizona and New Mexico."
Robinson further indicated, "The use of the proceeds from this
transaction for financing our pending acquisitions will leave PTI
with a strong capital structure which should allow us to continue to
actively pursue other significant rural local exchange expansion
opportunities and PCS spectrum acquisition opportunities which
overlay PTI's local exchange operations."
Closing is conditioned upon completion of a due diligence review
satisfactory to both parties, execution of a definitive agreement
approved by both parties' boards of directors and receipt of
all necessary regulatory approvals. PTI anticipates completing the
transaction in the third quarter of 1997.
PTI provides telecommunications services to rural and suburban
customers in ten Western and Midwestern states and Alaska. Upon
completion of all pending transactions, PTI will provide service to
approximately 660,000 access lines, making PTI the 15th largest local
exchange telephone company, based on access lines in the United
States. During 1996 PTI reported $521 million in revenues of which
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PAGE 2 - APRIL 11, 1997
PACIFIC TELECOM, INC. TO SELL SUBSTANTIALLY ALL OF ITS CELLULAR HOLDINGS
less than 10 percent were related to the cellular properties in this
transaction. The overall effect of this transaction is not expected
to have a dilutive effect on Pacific Telecom's earnings due to the
income contributions expected from the local exchange properties
included in this transaction and PTI's ability to redeploy the cash
proceeds from this transaction into the financing of its pending
acquisitions. PTI does not expect to recognize a gain or loss as a
result of this transaction.
Century Telephone Enterprises, Inc. provides a range of communications
services including local exchange, wireless, long distance and Internet
access to more than one million customers in 14 states. The company,
headquartered in Monroe, Louisiana, is publicly traded on the New York
Stock Exchange under the symbol CTL. Century is the 16th largest
local exchange telephone company, based on access lines, and the
12th largest cellular company, based on population equivalents owned,
in the United States.
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