8-K

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): July 6, 2005

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-2816	52-2126573
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Telephone Ave, 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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On July 6, 2005, Alaska Communications Systems Group, Inc. (“ACSG”) announced that its subsidiary, Alaska Communications Systems Holdings, Inc. (“ACSH”) has entered into an agreement to repurchase $34.3 million of its 9 7/8% senior notes due 2011. Closing the transaction is subject to lenders of its 2005 senior credit facility consenting to certain amendments to the 2005 credit agreement. ACSG also reaffirmed its full year 2005 revenue, EBITDA and Capex outlook. The press release is furnished hereto as Exhibit 99.1 and the Lenders’ Presentation is furnished hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
Exhibit 99.1	Alaska Communications Systems Group, Inc. press release dated July 6, 2005
Exhibit 99.2	Alaska Communications Systems Presentation to Lenders, dated July 6, 2005

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 6, 2005	Alaska Communications Systems Group, Inc.
	/s/ David Wilson
	David Wilson,
	Senior Vice President and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

Alaska Communications Systems •  600 Telephone Avenue •  Anchorage, AK 99503

ACS Investors:	ACS Media:
Kirsten Chapman / David Barnard, CFA Lippert/Heilshorn & Associates (415) 433-3777 david@lhai-sf.com	David C. Eisenberg ACS Sr. VP Corporate Strategy & Development (907) 297-3000 david.c.eisenberg@acsalaska.com

Alaska Communications Systems Agrees to Repurchase $34.3 Million of its 9 ^7/8% Senior Notes due 2011

-  Reiterates 2005 Revenue, EBITDA and Capex Outlook -

-  Lenders’ Presentation Posted to ACS’ Web Site -

ANCHORAGE, Alaska, July 6, 2005 (BUSINESS WIRE) — Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ: ALSK) announced today that its subsidiary, Alaska Communications Systems Holdings, Inc. (“ACSH”), has entered into an agreement to repurchase $34.3 million face value of its existing 9 7/8% senior unsecured notes due 2011 (CUSIP No. 011679AD9) issued by ACSH, at a price of $1,105.70 per senior note. Closing the transaction is subject to lenders of its 2005 senior credit facility consenting to certain amendments to the 2005 credit agreement.

ACSH intends to finance the $34.3 million debt repurchase plus estimated repurchase premiums and expenses of $4.4 million with a new term loan of $34.0 million and cash on hand. ACS further intends to enter into an interest rate swap agreement to fix the interest rate on the initial incremental term loan and estimates that this series of transactions will reduce its current weighted average cost of debt and reduce ACSH’s cash interest expense.

Additional information concerning the proposed transaction can be found in the presentation to lenders posted on ACS’ investor relations website at www.alsk.com and included in an 8-K filing to be made on July 6, 2005 with the SEC.

2005 Business Outlook
In conjunction with the proposed transaction and information found in the presentation to lenders, ACS reaffirmed its full year 2005 revenue, EBITDA and capex outlook. Revenue for the full year is expected to be in the range from $310 million to $320 million and EBITDA to be in the range from $108 million to $112 million. ACS expects capital expenditures for 2005 to range from $65 million to $70 million, comprised of maintenance capital expenditures of approximately $35 million and pre-funded growth capital expenditures of between $30 million and $35 million.

About Alaska Communications Systems
ACS is the leading integrated communications provider in Alaska, offering local telephone service, wireless, long distance, data, and Internet services to business and residential customers throughout Alaska. More information can be found on the company’s website at www.acsalaska.com or at its investor site at www.alsk.com.

Safe Harbor Statement

Statements about future results and other expectations constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. The company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. A number of factors in addition to those discussed herein could cause actual results to differ materially from expectations. The company’s financial planning is affected by business and economic conditions and changes in customer order patterns. Any projections are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of ACS. Important assumptions and other important factors, including risk factors, which could cause actual results to differ materially from those in the forward-looking statements, are specified in the company’s Form 10-K for the year ended December 31, 2004 and other filings with the SEC. The company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.

###

EX-99.2

EXHIBIT 99.2

Presentation to Lenders July 6, 2005

ACS Safe Harbor Statement Statements contained in this presentation that are not historical fact are "forward-looking statements" that involve a number of known and unknown risks or uncertainties. Additional factors which may affect actual results are contained in the Company's filings with the SEC. Forward-looking statements in this presentation are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Transaction Overview Alaska Communication Systems ("ACS" or the "Company") expects to access the capital markets in July to refinance up to $55.0 million of its existing 9- 7/8% Senior Unsecured Notes (the "Notes") due 2011 (the "Transaction") through the issuance of an: Incremental Term Loan of up to $55.0 million Initial incremental Term Loan issued will be $34.0 million Proceeds from the Transaction as well as cash on the Balance Sheet will be used to: Refinance up to $55.0 million of $118.3 million of the Notes Pay related transaction fees and expenses Based upon the current ACS stock price, total enterprise value is $844.8 million, or 7.8x LTM 3/31/05 Adjusted EBITDA of $108.01 million In connection with the Transaction, the Company will amend its credit agreement to allow for the repurchase of up to $55.0 million of the Notes The Transaction will allow ACS to: Reduce its cost of debt capital Maintain total leverage at 4.3x Significantly increase financial flexibility Increase interest coverage from 3.3x to 3.4x 1: Adjusted EBITDA calculated using the Credit Agreement definition. A reconciliation to the most comparable GAAP figure is available in Appendix 1 to this presentation

First Quarter Financial Results 1: Adjusted EBITDA calculated using the Credit Agreement definition. A reconciliation to the most comparable GAAP figure is available in Appendix 1 to this presentation

First Quarter 2005 Highlights Wireless Post paid wireless continues to be the lead driver of growth 4.4K net adds in the quarter bringing the overall subscriber base to 88.2K - 5.2% sequential growth rate Post paid ARPU (Average Revenue Per Unit) of $53.28 up 21% from prior year Post paid churn industry leading at 1.6%, per month Added third party distribution channel in March 2005 During Q1 ceased counting prepaid subscribers inactive for 6-months: reduced count by 2.6K no impact on revenue or expense Total monthly churn of 2.4% for the quarter impacted by adjustment for inactive prepaid subscribers SAC (Subscriber Acquisition Cost) remains low at below $200 Retained State of Alaska wireless contract- 4,400 subscribers in Q2 2005 Local Exchange Network access line loss of 2.0% in the quarter, consistent with expectations on structural shifts and UNE (Unbundled Network Elements) transition to cable telephony

First Quarter 2005 Highlights (Cont'd) Internet Increased emphasis on DSL growth - subscriber count up 9.7% sequentially to 27.1K Secured University of Alaska, Fairbanks, high capacity data bid in Q2 2005 Interexchange Focus placed on LD growth following removal of regulatory restrictions LD subscribers up 3.2% sequentially to 47.8K General Review Retail relationships- key measure of share of wallet - up 2.6K to 399K New union contract in place with performance stock grants vs. CPI increases (first of its kind) Movement of access lines to cable telephony estimated to be approximately 11K transitioned off net by Q1 2005 Reaffirming earnings FY 2005 guidance for Revenue, EBITDA and Capex

Sources and Uses The sources and uses of the Transaction are summarized below:

Pro Forma Capitalization The Pro Forma Capitalization table is summarized as below:

Pro Forma Interest Expense Pro forma for the transaction, the weighted average cost of debt declines 27 basis points to 6.81% ACS' credit profile strengthens, as interest coverage increases from 3.3 to 3.4x 75% of the debt structure is fixed rate for at least 5 years

Incremental Term Loan and Amendment Request To refinance up to $55.0 million of its Notes, the Company is requesting an Incremental Term Loan of up to $55.0 million The Incremental Term Loan commitment will be available to the Company until July 29, 2005 Initial Incremental Term Loan issued will be $34.0 million The terms, rights and obligations of the Incremental Term Loan will be identical to the existing Term Loan, except the maturity will not accelerate from February 1, 2012, to March 31, 2011, should the Notes not be repaid prior to that time As part of the proposed Transaction, the Company requests that existing and new lenders consent to the repurchase of the Notes from the proceeds of the Incremental Term Loan. In the event the Company does not repurchase the entire $55.0 million of Notes with the Incremental Term Loan by July 29, 2005, the Company is requesting the ability to use cash to fund repurchases at a later date In addition, the Lenders are being asked to consent to the exclusion of the Senior Notes Redemption from the definition of Cumulative Distributable Cash, subject to pro forma minimum liquidity of $55.0 million, to the extent Notes are purchased with Cash In addition, Bank Counsel has included several clean-up items in this Amendment

Timeline Commitments to the Incremental Term Loan are due no later than 5:00 p.m. (EST) on Tuesday, July 12, 2005 The Company is requesting that the Lenders approve the Amendment request by no later than 5:00 p.m. (EST) on Thursday, July 14, 2005 Closing is scheduled for Friday, July 15, 2005 CIBC Sales & Syndication Contacts: Title Phone Fax E-mail John Burke Managing Director 212-856-3878 212-856-3799 john.f.burke@us.cibc.com Christopher Dowicz Managing Director 212-856-6668 212-856-3799 chris.dowicz@us.cibc.com John Livingston Managing Director 212-856-3581 212-856-3799 john.livingston@us.cibc.com Erin Leixner Executive Director 212-856-6617 212-856-3799 erin.leixner@us.cibc.com Marc Berg Executive Director 212-856-4039 212-856-3799 marc.berg@us.cibc.com Michael Hays Director 212-856-3938 212-856-3799 michael.hayes@us.cibc.com Iain MacInnis Executive Director 212-856-4079 212-856-4265 iain.macinnis@us.cibc.com Christine Harrington Associate 212-856-6520 212-856-4265 christine.harrington@us.cibc.com

Appendix 1

EBITDA Reconciliation