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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2003
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
DELAWARE
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 | ||
Item 2. Acquisition or Disposition of Assets | ||||||||
Item 7. Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
EXHIBIT 99.6 | ||||||||
EXHIBIT 99.7 |
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Item 2. Acquisition or Disposition of Assets
On April 28, 2003, the Company entered into an underwriting agreement with a syndicate of Canadian investment banks to complete the sale of a majority interest in its directories business. The Company subsequently filed on April 29, 2003, a final prospectus with Canadian securities regulators to sell a majority interest in the newly formed ACS Media, LLC (the “Directories Business”) in a public offering in Canada to the ACS Media Income Fund (the “Fund”), which is a Canadian income fund. The offering was sponsored by the Company. The transaction closed on May 8, 2003, with the Company selling an 87.42% interest and retaining a 12.58% interest in the Directories Business. The underwriters were provided an over-allotment option to sell additional shares of the Fund and use the proceeds to acquire up to an additional 7.50% of the Directories Business on or before June 8, 2003. This over-allotment option expired unexercised. The Company first filed information regarding this transaction under Item 2 on Form 8-K on May 13, 2003. That Form 8-K is being amended hereby to report the pro forma financial information required under Item 7.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
Not Applicable
(b) Pro forma financial information
As required under Item 7 of Form 8-K, the pro forma financial information with respect to the sale of its directories business is filed with this Amended Form 8-K as Exhibit 99.6.
(c) Exhibits
10.13 | Investment Agreement, dated April 28, 2003, between ACS Media Income Fund, ACS Media Canada Inc., ACS Media Holdings LLC, ACS InfoSource, Inc., ACS Media LLC, and Alaska Communications Systems Holdings, Inc. * | |||||
10.14 | Underwriters Agreement dated April 28, 2003 by and among ACS Media Income Fund, ACS Media Canada Inc., ACS Media Holdings LLC, ACS InfoSource, Inc., ACS Media LLC, and Alaska Communications Systems Holdings, Inc. and CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., and Westwind Partners Inc. * | |||||
10.15 | Amendment and Waiver to the Company’s Senior Bank Credit Facility dated May 8, 2003. ** | |||||
99.5 | Company press release dated May 8, 2003, announcing the successful IPO of its directories business. The contents of Internet addresses included in such press release are not incorporated by reference into the press release or this filing. ** | |||||
99.6 | Pro forma financial information for the sale of a majority interest in the Company’s directories business. | |||||
99.7 | Press release announcing the prepayment of $106.7 million of outstanding terms loans under the Company’s senior bank credit facility. The contents of Internet addresses included in such press release are not incorporated by reference into the press release or this filing. | |||||
* | Originally filed on May 6, 2003 as an exhibit to the Company’s quarterly report on Form 10-Q. | |||||
** | Originally filed on May 13, 2003 as an exhibit to the Company’s initial report of the sale of a majority interest in its Directories Business under Item 2 of Form 8-K. |
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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: July 3, 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. |