SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 29, 1999
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-82361 52-2126573
(State of Incorporation) (Commission File (IRS Employer
Number) Identification Number)
510 L. STREET, SUITE 500, ANCHORAGE, ALASKA 99501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (907) 297-3000
ITEM 5. OTHER EVENTS.
As of October 19, 1999, the registrant and the registrant's subsidiary,
Alaska Communications Systems Holdings, Inc. ("Holdings"), entered into
Amendment No. 1 to the Credit Agreement (the "Credit Agreement"), dated as of
May 14, 1999, among the registrant, Holdings, the Lenders party thereto, The
Chase Manhattan Bank, as Administrative Agent and Collateral Agent, Canadian
Imperial Bank of Commerce, as Syndication Agent, and Credit Suisse First Boston,
as Documentation Agent (the "Credit Agreement Amendment"). Effectiveness of the
Credit Agreement Amendment is conditioned upon the registrant, among other
things, (1) receiving gross proceeds of not less than $140.0 million from the
underwritten initial public offering of its common stock in an offering
registered under the Securities Act of 1933, as amended (the "IPO"), and (2)
contributing the net proceeds (other than such amounts permitted to be used for
the repayment of the registrant's 13% Senior Discount Debentures due 2011 (the
"Debentures")) from the IPO to Holdings as common equity. If made effective, the
Credit Agreement Amendment would, among other things:
o modify the provisions related to the prepayment of indebtedness
to permit the payment by the registrant and Holdings of up to $40.0
million for the repurchase of the Debentures and/or Holdings' 9-3/8%
Senior Subordinated Notes due 2009 under certain circumstances;
o modify the provisions related to capital expenditures to increase the
amount of capital expenditures the registrant and Holdings are
permitted to make in each year;
o increase the registrant's flexibility with respect to
acquisitions and other investments, allowing for "permitted
acquisitions" of up to $200.0 million, which amount excludes
acquisitions made using the registrant's capital stock or equity
contributions from the registrant's controlling stockholder, and
"permitted investments" of up to $15.0 million; and
o increase the registrant's and Holdings' flexibility with respect to
the incurrence of certain indebtedness.
A copy of the Credit Agreement Amendment is attached as Exhibit 10.1
hereto.
On October 29, 1999, the registrant changed its name from ALEC Holdings,
Inc. to Alaska Communications Systems Group, Inc.
On October 29, 1999, the registrant amended the indenture governing the
Debentures to provide for, among other things, optional cash interest payments
by the registrant prior to May 15, 2004 (the "Debentures Amendment").
Effectiveness of the Debentures Amendment is conditioned upon, among other
things, (1) the IPO being completed prior to March 31, 2000 and (2)
effectiveness of the Credit Agreement Amendment.
A copy of the Debentures Amendment is attached as Exhibit 4.1 hereto..
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
4.1 First Amendment to Indenture, dated as of October 29, 1999, by and
among the registrant and The Bank of New York, as Trustee (agreed and
consented to by, DLJ Investment Partners, L.P., DLJ Investment
Funding, Inc. and DLJ ESC II L.P).
10.1 Amendment No. 1 to Credit Agreement, dated as of October 19, 1999, by
and among the registrant, Alaska Communications Systems Holdings,
Inc., the Lenders party thereto, The Chase Manhattan Bank, as
Administrative Agent and Collateral Agent, Canadian Imperial Bank of
Commerce, as Syndication Agent, and Credit Suisse First Boston
Corporation, as Documentation Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 5, 1999
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
By: /s/ Michael E. Holmstrom
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Name: Michael E. Holmstrom
Title: Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
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4.1 First Amendment to Indenture, dated as of October 29, 1999, by and
among the registrant and The Bank of New York, as Trustee (agreed and
consented to by DLJ Investment Partners, L.P., DLJ Investment
Funding, Inc. and DLJ ESC II L.P).
10.1 Amendment No. 1 to Credit Agreement, dated as of October 19, 1999, by
and among the registrant, Alaska Communications Systems Holdings,
Inc., the Lenders party thereto, The Chase Manhattan Bank, as
Administrative Agent and Collateral Agent, Canadian Imperial Bank of
Commerce, as Syndication Agent, and Credit Suisse First Boston
Corporation, as Documentation Agent.