SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4-B)*
General Communication, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
369385 20 8
(CUSIP Number)
John M. Lowber
Vice President and Chief Financial Officer
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
(907) 265-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1996
(Date of Event Which Requires
Filing of this Report)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this report [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this report, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 369385 20 8
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Ronald A. Duncan
###-##-####
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(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) X
(b)
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(3) SEC Use Only.
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(4) Source of Funds (See Instructions)
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
None
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(6) Citizenship or Place of Organization.
United States of America.
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Number of Shares (7) Sole Voting Power None
by Each Reporting
Person With: (8) Shared Voting Power 23,160,664 (1,2,5)
(9) Sole Disposition Power None
(10) Shared Disposition Power 239,915 (3)
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SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
23,175,113 (3,4,5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).
N/A
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(13) Percent of Class Represented by Amount in Row (11).
56.8% (3,4,5)
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(14) Type of Reporting Person (See Instructions).
IN
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- -----------------
1 All of these shares are subject to the New Voting Agreement as
described in Items 4 and 6 of this Statement. Does not include shares purchased
by the Company's Qualified Stock Purchase Plan for the benefit of Mr. Duncan as
described in Item 5 of this Statement.
2 Each share of Class B common stock entitles the holder to ten votes
in a matter submitted to the shareholders for a vote.
3 Includes shares purchased by the Company's Qualified Stock Purchase
Plan for the benefit of Mr. Duncan, and shares subject to the Security
Agreement, both as described in Item 5 of this Statement.
4 Includes shares gifted by Mr. Duncan to a trust as described in Item
5 of this Statement.
5 Includes 916,305 shares of Class A Common Stock and 233,708 shares of
Class B Common Stock to which Mr. Duncan has a pecuniary interest and includes
22,010,651 shares of Class A and Class B (readily convertible into Class A)
Common Stock held by other parties to the New Voting Agreement, to which Mr.
Duncan disavows any pecuniary interest.
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SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 3
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Item 1. Security and Issuer.
(A) Statement. This amendment to Schedule 13D ("Statement") relates to
the Class B common stock ("Class B Common Stock") of General Communication, Inc.
("Company"). The principal offices of the Company are located at 2550 Denali
Street, Suite 1000, Anchorage, Alaska 99503.
(B) Original Statement and Amendments. Pursuant to Rule 13d-2(c), this
filing constitutes an amendment and restatement of the previously filed Schedule
13D and all amendments to it. The original Schedule 13D was filed as a result of
the event dated May 1, 1988 ("Original Statement"). Amendment 1-B was filed as a
result of the event dated January 1, 1989 ("Amendment 1-B"). Amendment 2-B was
filed as a result of the event dated January 6, 1992 ("Amendment 2-B").
Amendment 3-B was filed as a result of the event dated May 28, 1992 ("Amendment
3-B"). All of these three amendments are collectively referred to as
"Amendments."
Item 2. Identity and Background.
(A) Original Statement and Amendments. The Original Statement and the
Amendments were filed by Mr. Duncan.
(B) Statement. This Statement is filed by and on behalf of Ronald A.
Duncan, amends Mr. Duncan's currently effective Schedule 13D on his ownership of
Company Class B common stock, and incorporates by reference all previous
amendments and filings of that presently effective Schedule 13D.
(a) Name: Ronald A. Duncan.
(b) Residence or Business Address: 2550 Denali Street, Suite 1000,
Anchorage, Alaska 99503.
(c) Present principal occupation: President and Chief Executive
Officer, General Communication, Inc. 2550 Denali Street, Suite
1000, Anchorage Alaska 99503.
(d) Conviction in criminal proceeding during past 5 years: None.
(e) Party to civil proceeding during past 5 years and thereby
subject to judgment, etc., regarding state or federal
securities laws: Never.
(f) Citizenship: United States of America.
Mr. Duncan is a party to a new voting agreement dated October 31, 1996
("New
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 4
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Voting Agreement") with several other persons (with Mr. Duncan, "Voting Group"):
(1) Prime Growth Partners, L.P., a Delaware limited partnership ("Prime
Growth"); (2) Prime Venture I Holdings, L.P. ("Prime Holdings"); (3) Prime Cable
Limited Partnership, a Delaware limited partnership ("PCLP"); (4) Prime Venture
II, L.P. ("PVII"), a Delaware limited partnership; (5) Prime II Management, L.P.
("PIIM"), a Delaware limited partnership; (6) Austin Ventures, L.P. ("AVLP");
(7) William Blair Venture Partners III Limited Partnership ("Blair"); (8)
Centennial Fund III, L.P. ("CFIII"); (9) BancBoston Capital, Inc. ("BBCI"); (10)
First Chicago Investment Corporation ("First Chicago"); (11) Madison Dearborn
Partners V ("MDP"); (12) MCI Telecommunications Corporation ("MCI"); (13) Robert
M. Walp ("Walp"); and (14) TCI GCI, Inc. ("TCI GCI"). The New Voting Agreement
governs the voting of the Class B Common Stock and the Company Class A common
stock ("Class A Common Stock") owned by members of the Voting Group. The Class B
Common Stock owned by certain members of the Voting Group is convertible on a
share-per-share basis into Class A Common Stock at any time at the option of the
owner of the Class B Common Stock. As a result of the execution of the New
Voting Agreement, the Voting Group may be deemed to be the beneficial owner in
the aggregate of more than five percent of the outstanding Class B Common Stock.
Notwithstanding the foregoing, Mr. Duncan expressly declares that the filing of
this Statement shall not be construed as an admission that he is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Statement other than those shares of Class B Common
Stock in which he has a pecuniary interest. Mr. Duncan has a pecuniary interest
in shares of Class A Common Stock. See Item 5 for the discussion of the Class B
Common Stock owned by Mr. Duncan.
Item 3. Source and Amount of Funds or Other Considerations.
(A) Original Statement. The amount paid for the purchase of the Class B
Common Stock on May 1, 1988 was approximately $115.00. The full amount paid for
the stock came from personal funds of Mr. Duncan, no part of which was borrowed
for the purpose of acquiring, holding, trading, or voting the stock.
(B) Amendment 1-B. No Class B Common Stock had been acquired since the
filing of the Original Statement.
(C) Amendment 2-B. The securities acquired since the filing of
Amendment No. 1-B (4,307 shares) were acquired through Mr. Duncan's
participation in the Stock Purchase Plan. Under the terms of the plan, one-half
of the shares were purchased by Mr. Duncan for $4,091.65 through payroll
deductions, and one-half of them were contributed by the Company.
(D) Amendment 3-B. No personal funds were expended by Mr. Duncan.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 5
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(E) Statement. No personal funds were expended by Mr. Duncan in the
matters which have caused the amendment to Mr. Duncan's Schedule 13D as
contained in this Statement.
The Company, itself and through its wholly-owned subsidiaries GCI
Cable, Inc., GCI Cable/Fairbanks, Inc., and GCI Cable/Juneau, Inc.
(collectively, "Cable Subsidiaries"), closed as of October 31, 1996 ("Event
Date") on the following purchase and acquisition transactions and certain other
related agreements ("Transactions"): (1) Prime Securities Purchase and Sale
Agreement, as amended by the parties at closing ("Prime Purchase Agreement");
(2) the Alaskan Cable Purchase Agreement; (3) Alaska Cablevision Asset Purchase
Agreement; (4) McCaw/Rock Homer Asset Purchase Agreement; (5) McCaw/Rock Seward
Asset Purchase Agreement; and (6) MCI Stock Purchase Agreement ("MCI Purchase
Agreement"). The Transactions include a new voting agreement ("New Voting
Agreement") entered into between certain holders of Class A Common Stock
including Mr. Duncan, i.e., the Voting Group, as described elsewhere in this
Item 4 and in Item 6 of this Statement and a registration rights agreement
("Prime Registration Rights Agreement") described in Item 6 of this Statement.
As a result of the Transactions, the Company, through the Cable
Subsidiaries, has acquired, as of the Event Date, interests in seven cable
companies providing services in Alaska as follows ("Cable Companies"): (1)
directly or indirectly, all of the equity securities of and equity participation
interests in Prime Cable of Alaska, L.P., a Delaware limited partnership
("Prime"); (2) substantially all of the assets of the Alaskan Cable companies
comprised of three Alaska corporations as follows (collectively, "Alaskan
Cable"): (a) Alaskan Cable Network/Fairbanks, Inc., (b) Alaskan Cable
Network/Juneau, Inc. and (c) Alaskan Cable Network/Ketchikan-Sitka, Inc.; (3)
substantially all of the assets of Alaska Cablevision, Inc., a Delaware
corporation; (4) substantially all of the assets of McCaw/Rock Homer Cable
Systems, J.V., an Alaska joint venture; and (5) substantially all of the assets
of McCaw/Rock Seward Cable Systems, J.V., an Alaska joint venture.
As part of the consideration for the acquisition of Prime and Alaskan
Cable, the Company, as of the Event Date, issued and sold 14,723,077 shares of
Class A Common Stock ("Company Stock") which was divided between those companies
for further distribution to their respective security holders and subject to
share holdback: (1) Prime--11,800,000 shares of Class A Common Stock ("Prime
Company Shares"); and (2) Alaskan Cable--2,923,077 shares of Class A Common
Stock to be distributed between the sole shareholder of each of the three
corporations comprising Alaskan Cable in portions acceptable to the Company.
Through the MCI Purchase Agreement the Company issued, as of the Event Date, 2
million shares of Class A Common Stock ("MCI Company Stock").
The closing on the Prime Purchase Agreement and the closing on the MCI
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 6
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Purchase Agreement were each contingent upon the closing of the other. The
Transactions were approved by the shareholders of the Company at its annual
meeting held on October 17, 1996. The security holders of each Cable Company
approved the Transaction corresponding to their respective Cable Company or
otherwise consented to the Transaction on or prior to October 30, 1996.
Pursuant to the Prime Purchase Agreement, the Prime Company Shares were
distributed to the following persons ("Prime Sellers"): (1) Prime Growth; (2)
Prime Holdings; (3) PCLP, the sole shareholder of Prime Cable Fund I, Inc., a
Delaware corporation and the sole general partner of Prime; (4) the shareholders
of Alaska Cable, Inc., a Delaware corporation and limited partner of Prime
("ACI"), which are named below; and (5) the holders of the equity participation
interests in Prime, which are also named below. Immediately prior to the
Transactions, the shareholders of ACI were Prime Growth, Prime Holdings, PVII,
AVLP, Blair, Centennial Fund II, L.P., Centennial Fund III, L.P. ("CFIII"), and
Centennial Business Development Fund, Ltd. The holders of the equity
participation interests (also referred to sometimes as profit participation
contract rights or profit participation interests) in Prime were BBCI, First
Chicago and MDP. The following Prime Seller-related persons (through their
designated agent, PIIM) entered into the New Voting Agreement ("Prime Group"):
Prime Growth, Prime Holdings, PVII, PCLP, PIIM, AVLP, Blair, CFIII, BBCI, First
Chicago and MDP.
Item 4. Purpose of Transaction.
(A) Original Statement. Mr. Duncan exercised certain warrants to
purchase 268,970 shares of Class B Common Stock at an exercise price of
approximately $0.00043 per share. The warrants were initially issued in August,
1980. Mr. Duncan's ownership of this Class B Common Stock originated from his
role as a founder of the Company and his desire over the years of development
and operation of the Company to remain a principal shareholder of it.
(B) Amendment 1-B. There were no transactions in the Class B Common
Stock since the filing of the Original Statement.
(C) Amendment 2-B. Mr. Duncan along with many employees of the Company
had participated in the Stock Purchase Plan as a means of gaining an equity
interest in the Company. In December, 1991 and January, 1992 Mr. Duncan
transferred as gifts a total of 13,100 shares to Dani Bowman and 8,242 shares to
the Amanda Miller Trust. On January 6, 1992 Mr. Duncan sold to Ms. Bowman 13,920
shares for $1.37 per share. Ms. Miller (who is the daughter of Ms. Bowman), Ms.
Bowman, and Mr. Duncan's mother are beneficiaries of the trust. In March, 1993,
Mr. Duncan married Ms. Bowman. Mr. Duncan was not a trustee or other officer,
employee, or agent of the trust nor did he exercise any voting, investment or
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 7
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dispositive powers over the investments of the trust, other than should all the
beneficiaries die before Ms. Miller reaches age 21, the property of the trust
would revert to Mr. Duncan. Mr. Duncan expressly disavows any interest in the
shares transferred to Ms. Bowman.
(D) Amendment 3-B. In March, 1993 the Company Board approved the
issuance and sale of 6,251,509 shares of Class A Common Stock and 1,275,791
shares of Class B Common Stock to MCI for $13,280,000. As a part of the
transaction MCI was assured by the Company of having the right to nominate two
members of the Company Board. The Company Board was expanded from five to seven
seats and Mr. Duncan along with three other principal shareholders of the
Company entered into a Voting Agreement to ensure that MCI would be able to
exercise its right to make those nominees. As a part of the stock sale, MCI and
the Company agreed to work together to establish several business arrangements
between them regarding telecommunications services, licensing of services
between them, leasing of equipment, purchasing of service marks, communication
network sharing and sharing of various marketing, engineering, and operating
services.
Mr. Duncan took other actions with respect to the Amanda Miller Trust
as described in Item 4(C) of this Statement.
(E) Statement. It is the understanding of Mr. Duncan that the Prime
Company Shares were acquired for investment purposes and that the holders of
those shares intend to review continuously and monitor their investment in the
Company. It is the understanding of Mr. Duncan that the holders of the Prime
Company Shares, i.e., the Prime Sellers, have under the Prime Purchase Agreement
and the Prime Registration Rights Agreement rights to cause the Company to
register pursuant to the Securities Act of 1933, as amended ("Securities Act") a
portion or all of the Prime Company Shares for secondary offers and sales by the
Company on behalf of those holders.
Pursuant to the Prime Purchase Agreement, at closing under the
agreement, certain of the Prime Sellers, i.e., the Prime Group (through its
designated agent, PIIM), entered into the New Voting Agreement with other
members of the Voting Group. Under the New Voting Agreement the members of the
Voting Group have agreed to vote their voting securities of the Company to cause
the board of directors of the Company ("Company Board") to be maintained at not
less than eight seats. Pursuant to the New Voting Agreement, the Prime Group has
the right to nominate individuals to fill two of those positions. In part, the
New Voting Agreement requires the signatories to the New Voting Agreement to
vote for those nominees with limiting conditions as described in Item 6 of this
Statement.
Except as set forth above or as set forth in Item 6 in this Statement,
Mr. Duncan has no present plans or proposals which may relate to or would result
in any of the
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 8
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following:
(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Company Board or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Company Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 9
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Item 5. Interest in Securities of the Issuer.
(A) Original Statement. Mr. Duncan exercised certain warrants as
described elsewhere in this Statement. See Item 4(A). The aggregate number and
percentage of outstanding Class B Common Stock beneficially owned by Mr. Duncan
was 269,370 shares and approximately 12.26%, respectively. These securities
included 400 shares held in the Stock Purchase Plan for the benefit of Mr.
Duncan by virtue of his participation in the plan and 268,970 shares held by Mr.
Duncan. All of the previously referenced 269,370 shares were held by Mr. Duncan
with sole power to vote or direct the vote of that stock (with the exception of
the shares held by the Stock Purchase Plan), i.e., 269,370 shares. None of the
269,370 shares were held by Mr. Duncan with sole power to dispose or to direct
the disposition of that stock. The balance of the shares (268,970 shares) were
issued pursuant to certain warrants, all of which shares are subject to a
Security Agreement whereby Mr. Duncan shares the power to dispose of these
shares with WestMarc Communications, Inc., a Nevada corporation and the former
parent company of the Company ("WSMC"). The business address for WSMC was 4643
South Ulster, Suite 400, Denver, Colorado 80237.
There were no transactions in the Class B Common Stock except for
routine purchases by the Stock Purchase Plan for the benefit of Mr. Duncan.
(B) Amendment 1-B. There were no transactions in the Class B Common
Stock by Mr. Duncan since the filing of the Original Statement.
(C) Amendment 2-B. The aggregate number and percentage of Class B
Common Stock outstanding beneficially owned by Mr. Duncan were 246,657 shares
and 9.6%, respectively. These securities consisted of (1) 233,708 shares held by
Mr. Duncan which were pledged under the Security Agreement (see Item 6(C) of
this Statement); (2) 4,707 shares held for the benefit of Mr. Duncan by virtue
of this participation in the Stock Purchase Plan; and (3) 8,242 shares held by
the Amanda Miller Trust.
The number of shares as to which the following apply to Mr. Duncan are
as follows: (1) sole power to vote or to direct the vote -- 233,708 shares; (2)
shared power to vote or to direct the vote -- none; (3) sole power to dispose or
to direct the disposition -- none; and (4) shared power to dispose or to direct
the disposition -- 238,415 shares.
Mr. Duncan shares the power to dispose of the securities identified in
the previous paragraph as follows: (1) 4,707 shares held by the Stock Purchase
Plan for the benefit of Mr. Duncan; and (2) 233,708 shares issued pursuant to
certain warrants, all of which shares are subject to the Security Agreement.
The Stock Purchase Plan acquired for the benefit of Mr. Duncan pursuant
to the
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 10
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terms of the plan the following: (1) 1,856 shares during the year ended December
31, 1989; (2) 46 shares during the year ended December 31, 1990; and (3) 2,405
shares during the year ended December 31, 1991. These purchases were made
through a broker and in private transactions at the then prevailing market price
in one or more transactions. The average price paid by the plan was $1.90 per
share, and these transactions were effected directly by the plan for the benefit
of Mr. Duncan. Mr. Duncan sold or transferred as a gift a total of 35,262 shares
on December 16, 1991 and January 6, 1992 to the beneficiaries of the Amanda
Miller Trust.
Under the terms of the Stock Purchase Plan, shares are acquired for the
benefit of Mr. Duncan and any dividends that might be issued would be held by
the plan for the benefit of Mr. Duncan. The Company's then existing bank loan
agreements contained provisions that prohibited payment of dividends other than
stock dividends. A portion of the shares are subject to the Security Agreement.
(D) Amendment 3-B. The aggregate number and percentage of Class B
Common Stock beneficially owned by Mr. Duncan were 247,684 shares and 6.0%
respectively. These securities consisted of the following: (1) 233,708 shares
held by Mr. Duncan which are pledged under the Security Agreement; (2) 5,734
shares held for the benefit of Mr. Duncan by virtue of his participation in the
Stock Purchase Plan; and (3) 8,242 shares held by the Amanda Miller Trust.
The aggregate number and percentage of Class B Common Stock
beneficially owned by other parties to the Voting Agreement were as follows: (1)
Mr. Walp -- 303,452 shares and 7.36%; (2) MCI -- 1,275,791 shares and 30.9%; and
(3) WSMC -- 590,043 shares and 14.3%. Mr. Duncan shared the power to vote his
shares with the other parties to the Voting Agreement.
The number of shares as to which the following apply to Mr. Duncan are
as follows: (1) sole power to vote or to direct the vote -- none; (2) shared
power to vote or to direct the vote -- 233,708 shares; (3) sole power to dispose
or to direct the disposition -- none; and (4) shared power to dispose or to
direct the disposition -- 238,415 shares.
Mr. Duncan shared the power to dispose of the securities identified in
the previous paragraph as follows: (1) 4,708 shares held by the Stock Purchase
Plan for the benefit of Mr. Duncan; and (2) 233,708 shares issued pursuant to
certain warrants, all of which shares are subject to the Security Agreement.
Neither the Stock Purchase Plan nor WSMC (to the best information and belief of
Mr. Duncan) has been convicted in a criminal proceeding nor been a party to
civil proceedings regarding state or federal securities law.
The number of shares as to which the following apply for other Parties
to the Voting Agreement are as follows: (1) Mr. Walp; (a) sole power to vote or
to direct the vote -- none; (b) shared power to vote or to direct the
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 11
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vote -- 301,049 shares; (c) sole power to dispose or to direct the disposition
- -- 301,049 shares; and (d) shared power to dispose or to direct the disposition
- -- 2,403 shares; (2) MCI: (a) sole power to vote or to direct the vote -- none;
(b) shared power to vote or to direct the vote -- 1,275,791 shares; (c) sole
power to dispose or to direct the disposition -- 1,275,791 shares; and (d)
shared power to dispose or to direct the disposition -- none; and (3) WSMC: (a)
sole power to vote or to direct the vote -- none; (b) shared power to vote or to
direct the vote -- 590,043; (c) sole power to dispose or to direct the
disposition -- 590,043; and (d) shared power to dispose or to direct the
disposition -- none.
Under the terms of the Stock Purchase Plan, shares are acquired for the
benefit of Mr. Duncan, and any dividends that might be issued would be held by
the plan for the benefit of Mr. Duncan. The Company's then existing bank loan
agreements contain provisions that prohibited payment of dividends, other than
stock dividends.
(E) Statement.
(a) As a result of the New Voting Agreement and pursuant to Rule 13d-5,
each of the parties to the New Voting Agreement may be deemed to be a member of
a "group," and thereby beneficially own all of the shares owned by all other
parties to the New Voting Agreement. The parties to the New Voting Agreement
beneficially own directly 23,160,664 shares of Company common stock, or
approximately 56.8% of the outstanding Company common stock, 2,400,591 shares of
which are Class B Common Stock held by certain of the parties of the New Voting
Agreement and issuable as and upon conversion to Class A Common Stock. The
"group" for purposes of Rule 13d-5 is comprised of the members of the Voting
Group (as defined in Item 2 above). The reporting person filing this Statement
is Mr. Duncan only.
Pursuant to Rule 13d-3, for purposes of Section 13(d) and 13(g) of the
Act, a beneficial owner of a security includes any person who, directly or
indirectly, through contract, arrangement, understanding, relationship or
otherwise has or shares: (1) voting power which includes the power to vote, or
direct the voting of, such security; and/or (2) investment power which includes
the power to dispose of, or to direct the disposition of, such security.
Mr. Duncan expressly declares that the filing of this Statement shall
not be construed as an admission that he is, for the purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by this
Statement other than those shares of Class B Common Stock and Class A Common
Stock in which Mr. Duncan has a pecuniary interest as set forth below.
The aggregate number and percentage of securities (Class B Common
Stock) beneficially owned by Mr. Duncan as of the Event Date were 248,157 shares
and
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 12
<PAGE>
6.1%, respectively. These securities consisted of the following: (1) 233,708
shares which are subject to the New Voting Agreement; (2) 6,207 shares held for
the benefit of Mr. Duncan by virtue of his participation in the Company's
Qualified Employee Stock Purchase Plan ("Stock Purchase Plan"); and (3) 8,242
shares held by the Amanda Miller Trust, where Ms. Miller is the daughter of Mr.
Duncan's spouse Dani Bowman and, along with Mr. Duncan's mother, are
beneficiaries of the trust, and Mr. Duncan has a reversionary interest in those
shares. Mr. Duncan is not a trustee or other officer, employee, or agent of the
trust nor does he exercise any voting, investment, or dispositive powers over
the investments of the Amanda Miller Trust, other than should all beneficiaries
die before Ms. Miller reaches age 21, the property of the trust reverts to Mr.
Duncan. These aggregate shares do not include 27,020 shares held by Ms. Bowman,
to which shares Mr. Duncan disavows any interest and do not include the
shareholdings of other members of the Voting Group to which Mr. Duncan disavows
any pecuniary interest.
To the best knowledge and belief of Mr. Duncan, the aggregate number
and percentage of securities (Class B Common Stock) beneficially owned by other
Parties (as defined in Item 5(b) of this Statement) to the New Voting Agreement
were, as of the Event Date, as follows: (1) Mr. Walp - 303,457 shares (not
including total holdings of 572,845 shares of Class A Common Stock in which he
has a pecuniary interest) and 7.4%; (2) MCI - 1,275,791 shares (not including
total holdings of 8,251,509 shares of Class A Common Stock in which MCI has a
pecuniary interest) and 31.2%; (3) TCI - 590,043 shares and 14.5%; and (4) Prime
Group - no shares of Class B common stock (not including total holdings of
11,057,643 shares of Class A Common Stock in which the members of the Prime
Group have pecuniary interests). TCI does not own any Class A Common Stock.
(b) The number of shares of Class B Common Stock as to which the
following apply to Mr. Duncan are as follows (not including 1,224,492 shares of
Class A Common Stock as to which Mr. Duncan has a pecuniary interest): (1) sole
power to vote or to direct the vote -- none (and none of Class A Common Stock as
to which Mr. Duncan has a pecuniary interest); (2) shared power to vote or to
direct the vote -- 233,708 shares; (3) sole power to dispose or to direct the
disposition -- no shares; and (4) shared power to dispose or to direct the
disposition -- 239,915 shares.
Mr. Duncan shares the power to vote the securities identified
previously in this Item 5 with four other persons, pursuant to the New Voting
Agreement described in Items 4 and 6 of this Statement, as follows (including
Mr. Duncan, singly, "Party," and including Mr. Duncan, collectively, "Parties"):
(1) Robert M. Walp; (2) MCI; and (3) TCI GCI, Inc. ("TCI GCI"), a Nevada
corporation and subsidiary of Tele-Communications, Inc.; and (4) the Prime Group
(through its designated agent, PIIM).
Mr. Duncan shares the power to dispose of the securities identified in
the previous paragraph as follows: (1) 6,207 shares held by the Stock Purchase
Plan for
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 13
<PAGE>
the benefit of Mr. Duncan; and (2) 233,708 shares issued pursuant to certain
warrants, all of which shares are subject to a security agreement ("Security
Agreement"). The Stock Purchase Plan was adopted by the shareholders of the
Company at the December 17, 1986 annual shareholder meeting. The business
address of the Stock Purchase Plan is 2550 Denali Street, Suite 1000, Anchorage,
Alaska 99503. Under the Security Agreement, Mr. Duncan shares the power of
disposing of the subject shares with WestMarc Communications, Inc., a Nevada
corporation, the former parent company of the Company ("WSMC"). The business
address for WSMC is 5619 DTC Parkway, Englewood, Colorado 80111. Neither the
Stock Purchase Plan nor WSMC (to the best information and belief of Mr. Duncan)
has been convicted in a criminal proceeding nor been a party to civil
proceedings regarding state or federal securities law. The Amanda Miller Trust
is described in Item 4 of this Statement.
(c) None.
(d) Under the terms of the Stock Purchase Plan, the shares are acquired
for the benefit of Mr. Duncan, and any dividends that might be issued would be
held by the plan for the benefit of Mr. Duncan. The Company's existing bank loan
agreements contain provisions that prohibit payment of dividends other than
stock dividends.
(e) N/A.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
(A) Original Statement. In September, 1989 Mr. Duncan executed a
promissory note on a loan from WSMC. The note was secured by certain warrants of
Mr. Duncan for Class B common stock of the Company and any shares of the stock
subsequently issued upon the exercise of those warrants. On May 1, 1988 all of
the warrants were exercised, and Class B common stock was issued. Upon payment
of the note in full, the stock would be released to Mr. Duncan. The note was to
be paid in full on November 30, 1988. However, the parties were as of the date
of the Original Statement in the process of negotiating an extension of the due
date.
(B) Amendment 1-B. In January, 1989 Mr. Duncan became President and
Chief Executive Officer of the Company.
(C) Amendment 2-B. The note executed by Mr. Duncan along with the
Security Agreement was to have been paid in full on November 30, 1988. However,
the parties negotiated an extension of the term to August 1, 1992.
(D) Amendment 3-B. The note associated with the Security Agreement had
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 14
<PAGE>
not been paid by Mr. Duncan, and the parties were in the process of negotiating
an extension of the due date.
(E) Statement. Pursuant to Section 10.6 of the Prime Purchase
Agreement, the Company agreed to have two persons designated by the Prime
Sellers (who agreed to be bound by the terms of the New Voting Agreement) to
serve on the duly elected Company Board.
As described in Item 2 of this Statement, the Voting Group entered into
the New Voting Agreement on October 31, 1996 whereby the parties thereto agreed
to vote all shares of Class A Common Stock and Class B Common Stock, in
accordance with the terms and conditions of the New Voting Agreement for certain
nominees to the Company Board and on other such matters as further described in
this Item 6. The Voting Agreement was replaced by the New Voting Agreement
effective October 31, 1996.
The New Voting Agreement provides that the Parties will, to the extent
possible, cause the full membership of the Company Board to be maintained at not
less than eight directors. The New Voting Agreement provides that all of the
shares subject to the agreement will be voted as one block for so long as the
full membership on the Company Board is at least eight and will be voted for the
election to the Company Board of individuals recommended by the Parties to the
agreement. The allocation of recommendations for positions on the Company Board
made by parties to the New Voting Agreement is as follows: (1) for
recommendations from MCI, two nominees; (2) for recommendations from Messrs.
Duncan and Walp, one nominee each; (3) for recommendations from TCI, two
nominees; and (4) for recommendations from the Prime Sellers who agreed to be
bound by the terms of the New Voting Agreement, i.e., the Prime Group (through
PIIM), two nominees for so long as (a) such Prime Group (and their distributees
who agree in writing to be bound by the terms of the agreement) collectively own
at least 10% of the then issued and outstanding shares of Class A Common Stock
and (b) the management agreement entered into between PIIM and the Company
("Prime Management Agreement") is in full force and effect. However, if either
of these conditions pertaining to the Prime Group is not satisfied, then the
Prime Group (and their distributees who elect in writing to be bound thereby)
are to be entitled to recommend only one nominee. If neither of these conditions
pertaining to the Prime Group are met, the Prime Group is not to be entitled to
recommend any nominee pursuant to the terms of the New Voting Agreement.
The shares of the Class A and Class B Common Stock subject to the New
Voting Agreement are to be voted as one block, to the extent possible, to cause
the full membership of the Company Board to be maintained at not less than eight
members. Furthermore, under the New Voting Agreement, the shares of Class A and
Class B Common Stock subject to it are to be voted on other matters to which the
parties to the agreement have unanimously agreed.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 15
<PAGE>
The stated term of the New Voting Agreement is through the completion
of the annual shareholder meeting of the Company to take place in June, 2001 or
until there remains only one party to the agreement, whichever occurs first.
However, the parties to the New Voting Agreement may extend its term but only
upon unanimous vote and written amendment to the agreement. A Party to the New
Voting Agreement (other than a member of the Prime Group and their distributees
who elect in writing to be bound thereby) will be subject to the New Voting
Agreement until that Party disposes of more than 25% of the votes represented by
that Party's holdings of Company common stock, subject to the terms and
conditions of the New Voting Agreement. Notwithstanding the foregoing, each
Party to the New Voting Agreement must remain a party as to voting for nominees
to the Company Board recommended by the Prime Group and to maintain at least
eight members of that board only for so long as either the Prime Group (and
their distributees who agree in writing to be bound by the terms of the
agreement) collectively own at least 10% of the then issued and outstanding
shares of Class A Common Stock or the Prime Management Agreement is in effect
and the Prime Group will thereafter present their nominees for two positions on
the Company Board.
The New Voting Agreement commenced effectiveness as of the Event Date.
With the execution of the New Voting Agreement, it is contemplated that the
Company Board will take such action as necessary to cause its size to increase
from the present seven to nine members, and the portion of the Prime Sellers who
are Parties, i.e., the Prime Group, will thereafter present its nominees for two
positions on the Company Board through its designated agent, PIIM.
The New Voting Agreement replaces the previous voting agreement
("Voting Agreement") between the following parties: (1) MCI; (2) TCI; (3) Mr.
Duncan; and (4) Mr. Walp. Under the terms of the Prime Purchase Agreement, the
Company agreed that upon closing on the Prime Purchase Agreement, the Voting
Agreement would be terminated and replaced by the New Voting Agreement.
Under the Prime Registration Rights Agreement, the initial distribution
to and, to the extent required, subsequent resales or distributions by the Prime
Sellers (and their distributees) of their portion of the Prime Company Shares
will be registered under the Securities Act. To the extent subsequent resale or
distributions by the Prime Sellers (and their distributees) are required to be
registered, the Company will keep the prospectus through which such offers would
be made current for a period of two years from the Event Date or otherwise
satisfy its responsibilities under the Prime Registration Rights Agreement for
registration of the Prime Company Shares through other registration formats.
Pursuant to the Prime Management Agreement between PIIM and the
Company, PIIM will manage the Company cable systems acquired in the
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 16
<PAGE>
Transactions ("Company Cable Systems"). PIIM had, prior to the Event Date,
managed the Prime cable television system owned by Prime and acquired by the
Company on the Event Date. The Prime Management Agreement will continue for a
term of nine years unless earlier terminated under a number of circumstances
including the following: (1) with respect to any of the Company Cable Systems,
upon the termination or revocation of the Company's cable television certificate
of public convenience and necessity or franchise for that system; (2) upon the
sale of all or substantially all of the assets of the Company Cable Systems or
the sale of all of the equity interests of the owner of the Company Cable
Systems; (3) upon PIIM's material breach of the agreement and failure to cure
within 30 days; (4) upon the Company's material breach of the agreement and
failure to cure within 30 days; or (5) after the second anniversary of the date
of the Prime Management Agreement, at the option of either PIIM or the Company.
Item 7. Material to be Filed as Exhibits.
(A) Original Statement and Amendments. Mr. Duncan incorporates by
reference, in accordance with Rule 13d-2(c) and Item 102 of Regulation S-T, the
following exhibits: (1) from the Original Statement -- the Form 8-K Current
Report for the Company filed with the Commission on or about December 27, 1988;
and (2) from Amendment 3-B -- (a) the Form 8-K Current Report for the Company
filed with the Commission on or about January 14,1993 and June 4, 1993, and (b)
the Voting Agreement.
(B) Statement. The Prime Purchase Agreement (as amended by the
parties), a draft of the Prime Registration Rights Agreement (which was an
exhibit to the Prime Purchase Agreement, and the draft of the New Voting
Agreement (which was an exhibit to the Prime Purchase Agreement) are each
incorporated by reference into this Statement from the Registration Statement on
Form S-4 (registration no. 333-13473) filed by the Company with the Commission
pursuant to the Securities Act, which filing became effective October 4, 1996.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/4 PAGE 17
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this report is true, complete and
correct.
Date
November , 1996
Name/Title
- -----------------------------------------------
RONALD A. DUNCAN
President and Chief Executive Officer
General Communication, Inc.
The original report shall be signed by each person on whose behalf the
report is filed or his authorized representative. If the report is signed on
behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the report, provided, however that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the report shall be typed or printed
beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
