Amended Statement of Beneficial Ownership (sc 13d/a)
January 08 2018 - 6:12AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
1
Alaska
Communications Systems Group, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
Karen Singer, 212 Vaccaro Drive, Cresskill, NJ, 07626 (Tel.) (201) 750-0415
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
January 8, 2018
|
|
|
(Date of Event which Requires Filing of this
Statement)
|
|
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
x
.
Note
. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
Page 1 of 5 pages
1
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
CUSIP No.
|
01167P101
|
13D/A2
|
Page 2 of 5
|
1
|
NAME OF REPORTING PERSON
Karen Singer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
2,639,984
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
2,639,984
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,639,984
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
5.0%
|
14
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP No.
|
01167P101
|
13D/A2
|
Page 3 of 5
|
1
|
NAME OF REPORTING PERSON
TAR Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
2,639,984
2
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
2,639,984
3
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,639,984
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
5.0%
|
14
|
TYPE OF REPORTING PERSON*
|
OO
|
2
Ms. Singer has sole voting power with respect to all the shares held by TAR Holdings LLC.
3
Ms. Singer has
sole dispositive power with respect to all shares held by TAR Holdings LLC.
SCHEDULE 13D/A2
This constitutes Amendment
No. 2 (the “
Amendment No. 2
”) to the statement on Schedule 13D filed on behalf of Karen Singer, dated and filed
December 15, 2017 (as amended, the “
Statement
”), relating to the common stock, $0.01 par value per share (the
“
Common Stock
” or “
Shares
”), of Alaska Communication Systems Group, Inc. (the “
Company
”
or the “
Issuer
”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement
shall remain unchanged.
|
Item 4.
|
Purpose of the Transaction
|
Item 4 of the Statement
is hereby amended to add the following:
The purpose of this
Amendment No. 2 is to report that, as set forth in the Amendment No. 1 to the Statement filed by the Reporting Person on December
27, 2017 (the “
Amendment No. 1
”), the Reporting Person continues to be outraged at, among other things, (i)
management and the Board’s attempt to entrench themselves by the purported adoption by the Issuer of the Amended and Restated
Bylaws on December 22, 2017, promptly after the Reporting Person filed the original Statement and indicated that the Reporting
Person believed that the Issuer was being mismanaged, (ii) the failure by the Issuer and current management to retain a financial
advisor to review strategic alternatives, as the Reporting Person suggested, which would be in the best interests of the Issuer’s
shareholders, and (iii) the ongoing sale of a significant amount of the Common Stock by the Issuer’s Chief Executive Officer
(the “
CEO
”) after the Reporting Person filed the original Statement, reflecting the CEO’s low confidence
and belief in the Issuer.
Also as noted in the
Amendment No. 1, the Reporting Person informed the Issuer and its management that, if the Issuer did not begin taking steps to
maximize shareholder value, the Reporting Person intended to nominate an opposing slate to run against the current Board at the
upcoming annual meeting of the Issuer’s shareholders. The Reporting Person continues to believe that, without significant
changes to the current Board and management, shareholder value will be significantly damaged. Accordingly, the Reporting Person
has (a) recently engaged a proxy solicitor, and (b) intends to demand that the Issuer provide a stockholder list pursuant to Section
220 of the Delaware General Corporation Law.
Except in connection
with the matters described in this Item 4 and as contemplated herein, Ms. Singer does not currently have any specific plans or
proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule
13D. Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize
the value of her investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer,
selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in
privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent
deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting
the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other action with respect to the
Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 8, 2018
|
By:
|
/s/ Karen Singer
|
|
|
Karen Singer
|
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From Apr 2023 to Apr 2024