Amended General Statement of Beneficial Ownership


 

 

  

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)

 

  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)

 

  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