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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Name of the Issuer)
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Names of Persons Filing Statement)
Common Stock
(Title of Class of Securities)
01167P101
(CUSIP Number of Class of Securities)
Leonard A. Steinberg, Esq.
Vice President, General Counsel and Corporate Secretary
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
600 Telephone Avenue, Anchorage, Alaska 99503 (907) 297-3000
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
With Copies of All Communications To:
Daniel E. Wolf
Mark C. Smith
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
This
statement is filed in connection with (check the appropriate box):
- a.
- ý The
filing of solicitation materials or an Information Statement/Prospectus subject to Regulation 14A
(§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or
Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").
- b.
- ý The
filing of a registration statement under the Securities Act of 1933.
- c.
- o A
tender offer.
- d.
- o None
of the above.
Check the following box if the soliciting materials or Information Statement/Prospectus referred to in checking box (a) are preliminary
copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction: o
CALCULATION OF FILING FEE
Transaction valuation*: $136,964,665 |
|
Amount of filing fee: $17,353 |
- *
- The
"Transaction Valuation" amount is calculated solely for purposes of determining the filing fee and is based on: (i) the average of the high and low prices of the Alaska
Communications Systems Group, Inc. Common Stock as reported on the Nasdaq National Market on April , 2004 times the number of shares of Common Stock outstanding.
ý Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount
Previously Paid: $17,353
Form or Registration No.: 333-114380
Filing Party: Alaska Communications Systems Group, Inc.
Date Filed: April 9, 2004
This Rule 13e-3 Transaction Statement is being filed with the Securities and Exchange Commission in connection with the recapitalization of Alaska Communications
Systems Group, Inc. ("ACSG") through a reclassification of ACSG's existing common stock by amendment to ACSG's certificate of incorporation. In the reclassification, each share of ACSG voting
Common Stock, par value $0.01 per share will be reclassified into one Income Deposit Security, or IDS, and cash. Each IDS will initially represent of one share of common stock and a Senior
Subordinated Note due 2019.
Concurrently
with the filing of this Statement, ACSG has filed with the Commission an Information Statement/Prospectus on Schedule 14C and a Registration Statement on
Form S-4 in connection with the reclassification of ACSG's common stock and the registration of the IDSs to be issued in the reclassification, respectively.
1. SUMMARY TERM SHEET.
The
information set forth in the Information Statement/Prospectus under the caption "SUMMARY TERM SHEET" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
2. SUBJECT COMPANY INFORMATION.
- (a)
- NAME
AND ADDRESS. The information set forth in the Information Statement/Prospectus under the caption "SUMMARY TERM SHEET" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
- (b)
- SECURITIES. The
information set forth in the Information Statement/Prospectus under the caption "SPECIAL FACTORSEffects of the Reclassification" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (c)
- TRADING
MARKET AND PRICE. The information set forth in the Information Statement/Prospectus under the caption "PRICE RANGE OF COMMON STOCK" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
- (d)
- DIVIDENDS. The
information set forth in the Information Statement/Prospectus under the captions "PRICE RANGE OF COMMON STOCK" and "DIVIDEND POLICY AND RESTRICTIONS" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (e)
- PRIOR
PUBLIC OFFERINGS. Not applicable.
- (f)
- PRIOR
STOCK PURCHASES. The information set forth in the Information Statement/Prospectus under the caption "RECENT TRANSACTIONS IN SECURITIES" is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
3. IDENTITY AND BACKGROUND OF FILING PERSON.
- (a)
- NAME
AND ADDRESS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEET" and "PRINCIPAL
STOCKHOLDERSCertain Information Concerning Fox Paine & Company, LLC" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- BUSINESS
AND BACKGROUND OF ENTITIES. The information set forth in the Information Statement/Prospectus under the caption "PRINCIPAL STOCKHOLDERSCertain
Information Concerning Fox Paine & Company, LLC" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
2
- (c)
- BUSINESS
AND BACKGROUND OF NATURAL PERSONS. The information set forth in the Information Statement/Prospectus under the caption "MANAGEMENT" and "PRINCIPAL
STOCKHOLDERSCertain Information Concerning Fox Paine & Company, LLC" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
4. TERMS OF THE TRANSACTION.
- (a)
- MATERIAL
TERMS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
Matters," "QUESTIONS AND ANSWERS CONCERNING THE IDSs AND THE CLASS B COMMON STOCK," "SPECIAL FACTORSBackground to the Reclassification," "Effects of the
Reclassification," "Material U.S. Federal Income Tax Considerations," "THE RECLASSIFICATION," "Effective Time of the Reclassification," "No Appraisal Rights,"
"DESCRIPTION OF THE IDSs," "DESCRIPTION OF OUR CAPITAL STOCK BEFORE AND AFTER THE RECLASSIFICATION" and "DESCRIPTION OF NOTES" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
- (b)
- DIFFERENT
TERMS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
MattersInterest of Certain Persons In or Opposition to Matters to Be Acted Upon" and "SPECIAL FACTORSInterests of Certain Persons in the Transactions" is incorporated herein
by reference pursuant to General Instruction G to Schedule 13E-3.
- (c)
- APPRAISAL
RIGHTS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
MattersNo Appraisal Rights" and "THE RECLASSIFICATIONNo Appraisal Rights" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
- (d)
- PROVISIONS
FOR UNAFFILIATED SECURITY HOLDERS. The information set forth in the Information Statement/Prospectus under the caption "WHERE YOU CAN FIND MORE INFORMATION" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (e)
- ELIGIBILITY
FOR LISTING OR TRADING. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial
FactorsListing," "QUESTIONS AND ANSWERS CONCERNING THE IDSs AND THE CLASS B COMMON STOCK," "SPECIAL FACTORSEffects of the ReclassificationNumber of
Outstanding Shares," "DESCRIPTION OF OUR CAPITAL STOCK BEFORE AND AFTER THE RECLASSIFICATION" and "DESCRIPTION OF THE IDSs" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS, AND AGREEMENTS.
- (a)
- TRANSACTIONS. The
information set forth in the Information Statement/Prospectus under the caption "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- SIGNIFICANT
CORPORATE EVENTS. Not applicable.
- (c)
- NEGOTIATIONS
OR CONTACTS. Not applicable.
- (d)
- AGREEMENTS
INVOLVING THE SUBJECT COMPANY'S SECURITIES. Not applicable.
3
6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
- (a)
- USE
OF SECURITIES ACQUIRED. Not Applicable.
- (b)
- PLANS. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial FactorsListing,"
"The Transactions," "DIVIDEND POLICY AND RESTRICTIONS," "SPECIAL FACTORSBackground to the Reclassification," "Effects of the Reclassification," "THE
RECLASSIFICATIONListing," "DESCRIPTION OF OUR CAPITAL STOCK BEFORE AND AFTER THE RECLASSIFICATION" and "THE TRANSACTIONS" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
7. PURPOSES, ALTERNATIVES, REASONS, AND EFFECTS.
- (a)
- PURPOSES. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
MattersBoard Action", "Special FactorsPurposes, Alternatives, Reasons, and Effects" and "SPECIAL FACTORSBackground to the Reclassification" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- ALTERNATIVES. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial FactorsPurposes,
Alternatives, Reasons, and Effects" and "SPECIAL FACTORSBackground to the Reclassification" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
- (c)
- REASONS. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial FactorsPurposes,
Alternatives, Reasons, and Effects," "SPECIAL FACTORSBackground to the Reclassification" and "Recommendation of the Board" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
- (d)
- EFFECTS. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
MattersApproval of Definitive Amendments by the Consenting Stockholders and the Board of Directors," "Special FactorsPurposes, Alternatives, Reasons, and
Effects," "SPECIAL FACTORSBackground to the Reclassification," "Effects of the Reclassification," "Material U.S. Federal Income Tax Considerations,"
"Listing" and "DESCRIPTION OF OUR CAPITAL STOCK BEFORE AND AFTER THE RECLASSIFICATION" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
8. FAIRNESS OF THE TRANSACTION.
- (a)
- FAIRNESS. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial FactorsRecommendation
of Our Board of Directors," "SPECIAL FACTORSBackground to the Reclassification" and "Recommendation of Our Board of Directors" is incorporated herein by reference pursuant to
General Instruction G to Schedule 13E-3.
- (b)
- FACTORS
CONSIDERED IN DETERMINING FAIRNESS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial
FactorsRecommendation of Our Board of Directors," "Special FactorsOpinion of the Financial Advisor," "SPECIAL FACTORSBackground to the
Reclassification," "Recommendation of Our Board of Directors" and "Fairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc." is incorporated herein
by reference pursuant to General Instruction G to Schedule 13E-3.
4
- (c)
- APPROVAL
OF SECURITY HOLDERS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification
and Related MattersApproval of Definitive Amendments by the Consenting Stockholders and the Board of Directors," "SPECIAL FACTORSRecommendation of Our Board of Directors" and
"Approval of Definitive Amendments by the Consenting Stockholders and the Board of Directors" is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
- (d)
- UNAFFILIATED
REPRESENTATIVE. The information set forth in the Information Statement/Prospectus under the caption "SPECIAL FACTORSBackground to the
ReclassificationRecommendation of Our Board of Directors" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (e)
- APPROVAL
OF DIRECTORS. The information set forth in the Information Statement/Prospectus under the caption "SPECIAL FACTORSBackground to the
ReclassificationRecommendation of Our Board of Directors" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (f)
- OTHER
OFFERS. Not applicable.
9. REPORTS, OPINIONS, APPRAISALS, AND NEGOTIATIONS.
- (a)
- REPORT,
OPINION OR APPRAISAL. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial
FactorsOpinion of the Financial Advisor" and "SPECIAL FACTORSFairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc." is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- PREPARER
AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM
SHEETSpecial FactorsOpinion of the Financial Advisor" and "SPECIAL FACTORSBackground of the Reclassification," "Recommendation of Our Board of
Directors" and "Fairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc." is incorporated herein by reference pursuant to General Instruction G to
Schedule 13E-3.
- (c)
- AVAILABILITY
OF DOCUMENTS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSpecial
FactorsOpinion of the Financial Advisor" and "SPECIAL FACTORSFairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc." and Annex B is incorporated
herein by reference pursuant to General Instruction G to Schedule 13E-3.
10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
- (a)
- SOURCE
OF FUNDS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and Related
MattersIDS Initial Public Offering," "Financing the Reclassification" and "SPECIAL FACTORSFinancing the Reclassification" is incorporated herein by reference
pursuant to General Instruction G to Schedule 13E-3.
- (b)
- CONDITIONS. The
information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Transactions" and "THE TRANSACTIONS"
is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
5
- (c)
- EXPENSES. The
information set forth in the Information Statement/Prospectus under the caption "THE RECLASSIFICATIONEstimated Fees and Expenses of the
Reclassification" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (d)
- BORROWED
FUNDS. The information set forth in the Information Statement/Prospectus under the captions "DESCRIPTION OF NOTES" and "DESCRIPTION OF OTHER INDEBTEDNESS" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
- (a)
- SECURITIES
OWNERSHIP. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and
Related MattersInterests of Certain Persons In or Opposition to Matters to Be Acted Upon," "SPECIAL FACTORSInterests of Certain Persons in the Transactions" and "PRINCIPAL
STOCKHOLDERS" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- SECURITIES
TRANSACTIONS. The information set forth in the Information Statement/Prospectus under the captions "RECENT TRANSACTIONS IN SECURITIES", "SPECIAL
FACTORSInterests of Certain Persons in the Transactions," "MANAGEMENTAggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values" and
"PRINCIPAL STOCKHOLDERS" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
12. THE SOLICITATION OR RECOMMENDATION.
- (a)
- INTENT
TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM
SHEETThe Reclassification and Related MattersApproval of Definitive Amendments by the Consenting Stockholders and the Board of Directors," "Recommendation of Our
Board of Directors," "SPECIAL FACTORSBackground of the ReclassificationRecommendation of Our Board of Directors" and "Approval of Definitive Amendments by the
Consenting Stockholders and the Board of Directors" is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
- (b)
- RECOMMENDATIONS
OF OTHERS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification and
Related MattersRecommendation of Our Board of Directors" and "SPECIAL FACTORSBackground to the ReclassificationRecommendation of Our Board of Directors" is
incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
13. FINANCIAL STATEMENTS.
- (a)
- FINANCIAL
INFORMATION. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSummary Historical and Pro
Forma Consolidated Financial Data" "SELECTED HISTORICAL FINANCIAL DATA" and "INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
- (b)
- PRO
FORMA INFORMATION. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETSummary Historical and Pro
Forma Consolidated Financial Data" and "UNAUDITED PRO FORMA CONDENSED
6
14. PERSONS / ASSETS RETAINED, EMPLOYED, COMPENSATED, OR USED.
- (a)
- SOLICITATIONS
OR RECOMMENDATIONS. Not applicable.
- (b)
- EMPLOYEES
AND CORPORATE ASSETS. The information set forth in the Information Statement/Prospectus under the captions "SUMMARY TERM SHEETThe Reclassification
and Related MattersIDS Public Offering," "Financing the Reclassification," "SPECIAL FACTORSFinancing the Reclassification" and "Fairness Opinion of
Houlihan Lokey Howard & Zukin Financial Advisors, Inc." is incorporated herein by reference pursuant to General Instruction G to Schedule 13E-3.
15. ADDITIONAL INFORMATION.
- (a)
- OTHER
MATERIAL INFORMATION. The entirety of the Information Statement/Prospectus is incorporated herein by reference.
16. EXHIBITS.
*(a)(1) |
|
Letter to Stockholders (included in the Information Statement/Prospectus, which is filed herewith as Exhibit (a)(2)). |
*(a)(2) |
|
Information Statement/Prospectus. |
**(b) |
|
Revolving Credit Facility dated , 2004, by and among Alaska Communications Systems Group, Inc.
and . |
**(c) |
|
Fairness Opinion of dated , 2004
(included as Annex B to the Information Statement/Prospectus, which is filed herewith as Exhibit (a)(2)). |
(d)(1) |
|
Stockholders' Agreement, dated as of May 14, 1999, by and among the Registrant and the Investors listed on the signature pages thereto (incorporated by reference to Exhibit 10.4 to Alaska Communications Systems Holdings, Inc.'s Form S-4 filed with
the SEC on July 7, 1999). |
(d)(2) |
|
First Amendment to Stockholders' Agreement, dated as of July 6, 1999, by and among the Registrant and the Stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 10.3 to Alaska Communications Systems Holdings, Inc.'s
Form S-4 filed with the SEC on July 7, 1999). |
(d)(3) |
|
Second Amendment to Stockholders' Agreement, dated as of November 16, 1999 by and among the Registrant and the Stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.4 to Alaska Communications Systems Group, Inc.'s
Form S-1/A filed with the SEC on November 17, 1999). |
- *
- Filed
herewith.
- **
- To
be filed by amendment.
7
SIGNATURES
After
due 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: May 28, 2004 |
|
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. |
|
|
By: |
/s/ DAVID WILSON Name: David Wilson
Title: Senior Vice President, Chief Financial Officer, Treasurer |
8
EXHIBIT INDEX
EXHIBIT NO.
|
|
DESCRIPTION
|
*(a)(1) |
|
Letter to Stockholders (included in the Information Statement/Prospectus, which is filed herewith as Exhibit (a)(2)). |
*(a)(2) |
|
Information Statement/Prospectus. |
**(b) |
|
Revolving Credit Facility dated , 2004, by and among Alaska Communications Systems Group, Inc.
and . |
**(c) |
|
Fairness Opinion of dated , 2004
(included as Annex B to the Information Statement/Prospectus, which is filed herewith as Exhibit (a)(2)). |
(d)(1) |
|
Stockholders' Agreement, dated as of May 14, 1999, by and among the Registrant and the Investors listed on the signature pages thereto (incorporated by reference to Exhibit 10.4 to Alaska Communications Systems Holdings, Inc.'s Form S-4 filed with
the SEC on July 7, 1999). |
(d)(2) |
|
First Amendment to Stockholders' Agreement, dated as of July 6, 1999, by and among the Registrant and the Stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 10.3 to Alaska Communications Systems Holdings, Inc.'s
Form S-4 filed with the SEC on July 7, 1999). |
(d)(3) |
|
Second Amendment to Stockholders' Agreement, dated as of November 16, 1999 by and among the Registrant and the Stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.4 to Alaska Communications Systems Group, Inc.'s
Form S-1/A filed with the SEC on November 17, 1999). |
- *
- Filed
herewith.
- **
- To
be filed by amendment.
9
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