Amended Statement of Beneficial Ownership (sc 13d/a)
December 28 2017 - 6:05AM
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. 1)
1
Alaska Communications Systems Group, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
|
01167P101
|
|
|
(CUSIP Number)
|
|
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)
|
|
|
December 27, 2017
|
|
|
(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 6 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/A1
|
Page 2 of 6
|
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/A1
|
Page 3 of 6
|
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/A1
This constitutes Amendment
No. 1 (the “
Amendment No. 1
”) 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. 1 is to voice the Reporting Persons outrage at, among other things, the implementation of the purported adoption
by the Issuer of the Amended and Restated Bylaws (the “
Amended Bylaws
”) on December 22, 2017.
The Reporting Person
or its representatives have attempted to engage with management of the Issuer to discuss strategic alternatives for the benefit
of the Issuer’s shareholders. Among other things, the Reporting Person has requested that the Issuer retain a financial advisor
to review such strategic alternatives. In response to such request, the Issuer and its current management have purported to implement
an improper and inappropriate Amended Bylaws change which appears intended to entrench management and the Issuer’s board
of directors (the “
Board
”) to the detriment of the Issuer shareholders. As a consequence, the Issuer has given
the Reporting Person no alternative but to put up an opposing slate to run against the current Board at the upcoming annual meeting
of the Issuer’s shareholders.
In addition, the Reporting
Person believes that it is outrageous, given the mismanagement and non-profitability of this relatively small company, that its
Chief Executive Officer (“
CEO
”) (i) commutes to Alaska at the cost of the Issuer’s shareholders, (ii)
has recently sold a significant amount of the Common Stock, and (iii) receives approximately a $3,000,000 dollar salary, which
is far in excess of executive compensation in any comparable public company. It appears obvious to the Reporting Person that the
CEO has no incentive to maximize shareholder value. The Reporting Person submits that such actions should warrant his termination.
The Reporting Person
reasonably offered to avoid a costly proxy contest if management had agreed to appoint the Reporting Persons representatives to
the Board. Management, however, refused.
The Reporting Person
hopes that other members of the Board will exercise their fiduciary duties and engage with the Reporting Person, as one of the
Issuer’s largest shareholders, in good faith, in order to avoid a costly proxy contest and unlock the true value of the Issuer
in the near future.
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: December
27, 2017
By:
/s/
Karen Singer
Karen Singer
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From Apr 2024 to May 2024
Alaska Communications Sy... (NASDAQ:ALSK)
Historical Stock Chart
From May 2023 to May 2024