UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 2003
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
DELAWARE
(State or other Jurisdiction of Incorporation)
--------------------------------------------------------------------
000-28167 51-2126573
-----------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
600 Telephone Avenue, Anchorage, Alaska 99503
-----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (907) 297-3000
--------------
--------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)
ITEM 5. OTHER EVENTS
On August 7, 2003, Alaska Communications Systems Holdings, Inc. ("ACS
Holdings"), a wholly-owned subsidiary of Alaska Communications Systems Group,
Inc. (the "Company"), announced that it was proposing to offer $175 million of
senior notes due 2011 (the "Notes") through a private placement to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended.
The purpose of the private placement is to recapitalize ACS Holdings through the
issuance of the Notes, the simultaneous entering into of a new bank credit
agreement relating to a term loan facility in an aggregate principal amount of
$200 million and a revolving credit facility in a principal amount of $50
million, and the repayment in full of approximately $320.7 million in borrowings
under the ACS Holdings' existing bank credit facility with a portion of the net
proceeds from the Notes and the new term loan facility. The remaining net
proceeds will finance general corporate needs of the Company. These events are
the subject of the press release issued by ACS Holdings on August 7, 2003. The
full text of the press release, dated August 7, 2003, regarding the proposed
senior notes offering, is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
The information contained in this Current Report on Form 8-K, including
the exhibits hereto, is neither an offer to sell nor a solicitation of an offer
to purchase any of the securities to be offered. The securities to be offered
will not be registered under the Securities Act of 1933, as amended, or
applicable state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
On May 8, 2003, the Company completed the sale of a majority interest
in the newly formed ACS Media, LLC ("the Directories Business") through an
initial public offering in Canada. Prior to this transaction, the Company
reported its Directories Business as a separate segment. As a result of this
sale, the Company is no longer directly engaged in the day-to-day management of
that business and therefore, the Directories Business no longer constitutes a
reportable segment. The remaining segments of the Company for financial
reporting purposes are local telephone, wireless, Internet, Interexchange, and
all other.
Unrelated to the change in the segment reporting structure discussed
above, the Company and all of its subsidiaries are guarantors under ACS
Holdings' senior subordinated notes. All the Company's and ACS Holdings'
subsidiaries are 100% wholly-owned. The guarantees are full and unconditional.
In addition, all guarantees are joint and several. Accordingly, the Company is
required to disclose condensed consolidating financial statement information.
In the June 30, 2003 quarterly reports filed on Form 10-Q, the Company
presented financial data reflecting the change in reportable segments as well as
condensed consolidating financial information. The Company is filing this Form
8-K to (1) enable investors to compare the previous years' reporting of this
financial data to the new segment reporting structure and (2) to update the
previous years' reporting to reflect the required consolidating financial
information. The new segment reporting structure does not affect consolidated
operating revenues or net income.
This Form 8-K includes as Exhibits 99.2 and 99.3 certain updates to the
information contained in the Company's Form 10-K for the year ended December 31,
2002 and Form 10-Q for the three months ended June 30, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
23.1 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Alaska Communications Systems Group, Inc.
99.1 ACS Holdings press release dated August 7, 2003, announcing that it is
pursuing $175 million private placement of senior notes and $250
million senior secured credit facility.
99.2 Consolidated financial statements of Alaska Communications Systems
Group, Inc. and subsidiaries, including report of Deloitte & Touche LLP
thereon.
99.3 Management's discussion and analysis of financial condition and results
of operations.
The following exhibit is furnished solely pursuant to Regulation FD.
99.4 Risk factors regarding the Company.
ITEM 9. REGULATION FD DISCLOSURE
In connection with the offering of the Notes described in Item 5 of
this report, the Company will be providing the nonpublic information cited below
to certain broker/dealers, investment advisors, institutional investment
managers, investment companies and/or holders of the Company's securities that
have not previously been disclosed publicly by the Company which is included
herein for informational purposes and included as Exhibit 99.4. This information
shall not be deemed filed under the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: August 7, 2003 ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
/s/ Kevin P. Hemenway
----------------------
Kevin P. Hemenway
Senior Vice President and
Chief Financial Officer
Alaska Communications Systems Group, Inc.