(Amendment No. 4)
1
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
.
CUSIP No.
|
01167P101
|
13D/A4
|
Page 2 of 8
|
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/A4
|
Page 3 of 8
|
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/A4
This constitutes Amendment
No. 4 (the “
Amendment No. 4
”) 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 Communications 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:
On February 9, 2018,
TAR Holdings delivered an advance notice to the Issuer nominating a slate of three highly qualified director candidates, including
Steven G. Singer, Wayne Barr, Jr. and Patrick F. Doyle (collectively, the “
Nominees
”), for election to the Board
at the Issuer’s 2018 annual meeting of stockholders (the “
Annual Meeting
”). The Reporting Person believes
that significant change to the composition of the Board is warranted given, among other things, (i) the significant underperformance
of the Issuer, (ii) the recent actions taken by the Board and management which are clearly designed to entrench themselves to the
detriment of the Issuer’s stockholders (including the purported adoption by the Issuer of those certain Amended and Restated
Bylaws on December 22, 2017, and the Section 382 Tax Benefits Preservation Plan on January 8, 2018 (the “
Poison Pill
”),
promptly after the Reporting Person filed the original Statement and indicated that the Reporting Person believed that the Issuer
was being mismanaged), (iii) that the Issuer’s Chief Executive Officer (“
CEO
”) commutes to Alaska at the
cost of the Issuer’s shareholders, has recently sold a significant amount of the Common Stock and receives approximately
a $3,000,000 dollar salary, which is far in excess of executive compensation in any comparable public company, evidencing that
the CEO has no incentive to maximize shareholder value, (iv) 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, (v) that Shawn O’Donnell, upon information and belief, the only independent member of the Board, recently resigned,
and the Reporting Person believes that Mr. O’Donnell may have resigned due to the Board’s unwillingness to include
Mr. O’Donnell in its decision-making processes, in apparent violation of the Board’s duty to consider the input of
each member of the Board, and (vi) the superior qualifications of the Reporting Person’s Nominees.
TAR Holdings has attempted
to engage, and remains open to engaging, with the Board and management of the Issuer to reach a mutually agreeable resolution that
would avoid the need for an election contest at the Annual Meeting. TAR Holdings will also request a waiver of the Poison Pill
in order to purchase up to 14.9% of the Issuer’s common stock and plans on voting against ratification of the Poison Pill
at the Annual Meeting.
TAR Holdings’
independent, highly qualified director candidates include:
Steven G. Singer
.
Mr. Singer has had a high-impact career, driving operating efficiencies and financially restructuring underperforming companies
in a wide range of industries, including: high-security financial and identity transactions and documents, data storage and retrieval,
complex web hosting and managed services, cable TV, beverages, energy, textiles, plastics, telecom, pharmaceuticals and other medical
devices and products. Mr. Singer has a highly creative strategic mindset, underpinned by strong academic credentials – BA
(
Summa Cum Laude
), University of Pennsylvania,
Juris Doctor
, Harvard Law School. Mr. Singer is reasonably conversant
in Spanish and Portuguese. He has extensive international experience – having managed operating businesses and completed
complex transactions in over 15 countries. He is also a frequent keynote/featured speaker at industry events.
Most recently, as Chairman
and CEO of American Banknote Corporation, Mr. Singer inherited a parent company in bankruptcy, in default of its debt covenants,
with rapidly declining revenues, and in turmoil following a drastic devaluation in the Brazilian Real against the U.S. Dollar,
which effectively halved revenues from its largest operating unit. Moreover, the company’s second largest business unit,
in Australia, was also in bank default with total debt nearly 10 times EBITDA, its American subsidiary was suffering from a sharp
decline in sales of its principal legacy product line, and its European unit lacked competitive scale.
|
·
|
Mr. Singer transformed the company into a technology-driven global leader in the development, enrollment,
issuance and maintenance of secure transactions, documents and mobile solutions for identity, payment, health care and transit
– virtually debt free, with sales approaching $300 million, high profits and strongly positive cash flow;
|
|
·
|
Mr. Singer sold European subsidiary for 18 times earnings, renegotiated Australian debt with offshore
banking syndicate;
|
|
·
|
Mr. Singer floated the Brazilian subsidiary on Brazilian stock market; and
|
|
·
|
Mr. Singer acquired and rapidly grew a business in China, to ensure lowest-cost production.
|
Earlier, as member
of an investment group, Mr. Singer acquired stakes in multiple underperforming companies, taking an active role in setting strategy,
driving operational improvement and restructuring finances – driving significant shareholder returns.
Currently, Mr. Singer
also serves as a director on the Board of Directors of CCUR Holdings, Inc.
TAR Holdings selected
Mr. Singer as a Nominee because he brings a wide range of experience in a variety of industries, including serving as a Chairman,
CEO and director. Mr. Singer also has knowledge regarding, and experience with, accounting matters.
Wayne
Barr, Jr.
. Mr. Barr is the principal of Oakleaf Consulting Group LLC, a management consulting firm focusing on technology
and telecommunications companies, which he founded in 2001. Through Oakleaf, Mr. Barr provides assistance to a wide variety of
clients in areas of corporate strategy and planning, mergers and acquisitions, as well as restructuring advice to those of his
clients that are seeking to “right-size” their operations. Mr. Barr is also managing director of Alliance Group of
NC, LLC, a full service real estate firm providing brokerage, planning and consulting services throughout North Carolina to a wide
variety of stakeholders including landowners, developers, builders and investors, a position he has held since 2013. In 2012, Mr.
Barr co-founded IoSat Holdings Limited, a worldwide satellite capacity provider using proprietary technology. Mr. Barr currently
serves as a director and General Counsel of IoSat. Mr. Barr also co-founded and was president from 2003 to 2008 of Capital &
Technology Advisors, a management consulting and restructuring firm, where he oversaw the day-to-day operations of a 20-person
consulting firm focusing on telecommunications operations and restructurings. As president, Mr. Barr managed employees and independent
contractors and was one of two lead contacts for all of the firm’s clients This wide-ranging experience, coupled with his
legal background, has provided Mr. Barr with a skill set particularly suited to assisting with deal structure and execution, as
well as operational assistance across several industries.
Mr. Barr currently
serves on the board of directors of HC2 Holdings, Inc. (NYSE MKT: HCHC), where he has served as chairman of the Audit Committee
and Nominating and Governance Committee and as a member of the Compensation Committee from January 2014 through June 2016, when
he resigned from such committees (but continues as a board member) as he assumed a more active role at HC2. Mr. Barr also serves
on the board of directors of Aviat Networks, Inc. (NASDAQ: AVN) and as Chairman of the board of directors of CCUR Holdings, Inc.
(NASDAQ: CCUR) and has served on the boards of directors of Anacomp, Leap Wireless International, NEON Communications and Globix
Corporation. He has also served as a Trustee of the New York Racing Association. Mr. Barr received his J.D. degree from Albany
Law School of Union University and is admitted to practice law in New York State. He is also a licensed real estate broker in the
state of North Carolina.
TAR Holdings selected
Mr. Barr as a Nominee because he brings a wide range of experience serving as an executive, including serving as a director of
other publicly traded companies. Mr. Barr also has knowledge regarding, and experience with, accounting matters.
Patrick F. Doyle
.
Mr. Doyle is the principal of Sherwood Strategic Consulting LLC, a management consulting firm focused on special situations in
the telecommunications and technology fields. As a management consultant, Mr. Doyle has performed in executive roles such as Chief
Integration Officer, Chief Restructuring Officer, and President & COO for client companies, restructuring and improving operational
and financial performance, and driving value creation. In each of these roles, Mr. Doyle was engaged by and reported directly to
the board of directors, and had responsibility for accurate budgeting, forecasting and financial reporting. Mr. Doyle has a solid
understanding of fundamental financial statements both from education and from 30 years’ experience as a telecommunications
manager and executive in various roles where he was responsible for the P&L of organizations or regions within the various
companies. Mr. Doyle has served in senior management roles at Bell Atlantic, Conectiv Communications, BroadStreet Communications
and most recently Zayo Group.
Mr. Doyle has strong
academic credentials, having received a B.E.E. in Electrical Engineering from Villanova University and an M.B.A. in Financial Management
from St. Joseph’s University.
TAR Holdings selected
Mr. Doyle as a nominee because of his extensive experience as a telecommunications engineer, manager, and operating executive,
his service on the board of directors of another company and his deep industry knowledge and experience. Mr. Doyle also has knowledge
regarding, and experience with, accounting matters.
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.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
.
|
Item 6 of the Statement
is hereby amended to add the following:
Pursuant to letter
agreements, TAR Holdings has agreed to indemnify each of Messrs. Singer, Barr and Doyle against any and all claims of any nature
arising from the nomination of the Nominees and any related transactions. A form of the indemnification letter agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
Item 7 of the Statement
is hereby amended to add the following exhibits:
|
99.1
|
Form of Indemnification Letter Agreement.
|
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: February
12, 2018
|
By:
|
/s/ Karen Singer
|
|
|
|
Karen Singer
|