SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5-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).
<PAGE>
CUSIP No. 369385 20 8
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Robert M. Walp
###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) X
(b)
- -------------------------------------------------------------------------------
(3) SEC Use Only.
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
N/A
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
None
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization.
United States of America.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power None
by Each Reporting
Person With: (8) Shared Voting Power 23,160,664 (1,2,3)
(9) Sole Disposition Power 301,049
(10) Shared Disposition Power 2,408 (4)
- -------------------------------------------------------------------------------
SCHEDULE 13D - WALP - CLASS B/5 PAGE 2
<PAGE>
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
23,163,072 shares (3,4)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions).
N/A
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11).
56.8% (3,4)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions).
IN
- -------------------------------------------------------------------------------
- -----------------
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. Walp 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 301,049 shares of Class B Common Stock and 534,616 shares of
Class A Common Stock to which Mr. Walp has a pecuniary interest and includes
22,324,999 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.
Walp disavows any pecuniary interest.
4 Includes shares purchased by the Company's Qualified Stock Purchase
Plan for the benefit of Mr. Walp as described in Item 5 of this Statement.
- -----------------
SCHEDULE 13D - WALP - CLASS B/5 PAGE 3
<PAGE>
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 13D and
all amendments. 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 July 18, 1991 ("Amendment 2-B"). Amendment 3-B was
filed as a result of the event dated February 1, 1993 ("Amendment 3-B").
Amendment 4-B was filed as a result of the event dated May 28, 1993 ("Amendment
4-B").
Item 2. Identity and Background.
(A) Original Statement and Amendments. The Original Statement and
Amendments were filed by Mr. Walp.
(B) Statement. This Statement is filed by and on behalf of Robert M.
Walp, and amends Mr. Walp's currently effective Schedule 13D on his ownership of
Company Class B common stock.
(a) Name: Robert M. Walp.
(b) Residence or Business Address: 2550 Denali Street, Suite 1000,
Anchorage, Alaska 99503.
(c) Present principal occupation: Vice-Chairman, 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. Walp is a party to a new voting agreement dated October 31, 1996
("New Voting Agreement") with several other persons (with Mr. Walp, "Voting
Group"): (1) Prime Growth Partners, L.P., a Delaware limited partnership ("Prime
Growth"); (2)
SCHEDULE 13D - WALP - CLASS B/5 PAGE 4
<PAGE>
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) Ronald
A. Duncan ("Duncan"); and (14) TCI GCI, Inc. ("TCI GCI"). The New Voting
Agreement governs the voting of the Class B common stock and 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. Walp 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. Walp 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. Walp.
Item 3. Source and Amount of Funds or Other Considerations.
(A) Original Statement. The amount paid for the purchase of Class B
common stock on May 1, 1988 was approximately $129.00. The full amount paid for
the Stock came from personal funds of Mr. Walp, 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 acquired since the filing of
the Original Statement.
(C) Amendment 2-B. The securities acquired since the filing of
Amendment 1-B (1,473 shares) were acquired through Mr. Walp's participation in
the Company's Qualified Employee Stock Purchase Plan ("Stock Purchase Plan").
Under the terms of the plan, one-half of the shares were purchased by Mr. Walp
for $1,576.11 through payroll deductions, and one-half of them were contributed
by the Company.
(D) Amendment 3-B. The securities acquired since the filing of
Amendment 2-B (578 shares) were acquired through Mr. Walp's participation in the
Stock Purchase Plan. Under the terms of the plan, one-half of the shares were
purchased by Mr. Walp for $679.15 through payroll deductions, and one-half of
them were
SCHEDULE 13D - WALP - CLASS B/5 PAGE 5
<PAGE>
contributed by the Company.
(E) Amendment 4-B. No personal funds were expended by Mr. Walp.
(F) Statement. No personal funds were expended by Mr. Walp in the
matters which have caused the amendment to Mr. Walp's Schedule 13D as contained
in this Statement.
General Communication, Inc. ("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) the 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. Walp, 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
SCHEDULE 13D - WALP - CLASS B/5 PAGE 6
<PAGE>
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
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., 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. Walp is one of the founders of the Company
and was President since its organization in 1979. His sizable ownership of Class
B common stock originates from his role as a founder of the Company.
(B) Amendment 1-B. No transactions in Class B common stock since the
filing of the Original Statement.
(C) Amendment 2-B. Mr. Walp and other employees of the Company
participated in the Stock Purchase Plan.
(D) Amendment 3-B. The securities acquired since the filing of
Amendment 2-B (578 shares) were acquired through Mr. Walp's participation in the
Stock Purchase Plan. Under the terms of the plan, one-half of the shares were
purchased by Mr. Walp for $679.15 through payroll deductions, and one-half of
them were contributed by the Company.
SCHEDULE 13D - WALP - CLASS B/5 PAGE 7
<PAGE>
(E) Amendment 4-B. On March 24, 1993 the Company Board approved the
expansion of the Company Board from five to seven positions. This act was done
in anticipation of the sale of a substantial amount of stock to MCI under a
letter of intent between MCI and the Company dated December 31, 1992 ("Letter of
Intent"), outlining the general terms and conditions of several proposed
arrangements between MCI and the Company.
On May 28, 1993 Mr. Walp entered into a Voting Agreement ("Voting
Agreement") with three other persons. The purpose of the Voting Agreement is in
part to assure MCI that it will have the ability to select and recommend no more
than two nominees to the Board at any one time. All of the shares beneficially
held by Mr. Walp (with the exception of shares held by the Stock Purchase Plan
for his benefit) are subject to the Voting Agreement.
Under one of the MCI Agreements, MCI acquired on May 14, 1993,
approximately 30% of the outstanding common stock of the Company for a total
purchase price of $13,280,000, consisting of 6,251,509 shares of Class A common
stock and 1,275,791 shares of Class B common stock.
MCI and the Company further agreed to establish various business
arrangements regarding telecommunication services, licensing, leasing of
equipment, purchasing service marks, communication network sharing, and sharing
of various marketing, engineering and operating services.
(F) Statement. It is the understanding of Mr. Walp 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. Walp 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.
SCHEDULE 13D - WALP - CLASS B/5 PAGE 8
<PAGE>
Except as set forth above or as set forth in Item 6 in this Statement,
Mr. Walp has no present plans or proposals which may relate to or would result
in any of the 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.
Item 5. Interest in Securities of the Issuer.
(A) Original Statement.
SCHEDULE 13D - WALP - CLASS B/5 PAGE 9
<PAGE>
(a) On May 1, 1988, Mr. Walp exercised certain warrants to purchase
301,049 shares of Class B common stock of the Company at an exercise price of
approximately $0.00043 per share. The aggregate number and percentage of the
outstanding Class B common stock of the Company beneficially owned by Mr. Walp
as of September 30, 1988 were 301,401 shares and approximately 13.71%,
respectively. These securities include (1) 352 shares of Class B common stock
held in the Stock Purchase Plan; and (2) 301,049 shares of Class B common stock
held by Mr.
Walp.
(b) All of the issued stock identified under (a) of this Item 5 is held
by Mr. Walp with sole power to vote or to direct the vote of that stock with the
exception of shares held by the Stock Purchase Plan for the benefit of Mr. Walp
(352 shares of Class B common stock), i.e., 301,049 shares. None of the issued
stock identified under (a) of this Item 5 is held by Mr. Walp with sole power to
dispose or to direct the disposition of that Stock. The Class B common stock
allocated through the Stock Purchase Plan were not registered under the
Securities Act or the Alaska Securities Act. A total of 301,049 shares were
issued pursuant to certain warrants, all of which shares are subject to a
security agreement.
(c) None, except for routine purchases by the Stock Purchase Plan
during the last quarter of 1988 for the benefit of Mr. Walp.
(d) With the exception of Mr. Walp, and as otherwise disclosed herein,
no one has a right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of the securities.
(B) Amendment 1-B. There were no transactions in Class B common stock
by Mr. Walp since the filing of the Original Statement.
(C) Amendment 2-B.
(a) The aggregate number and percentage of securities (Class B common
stock) beneficially owned by Mr. Walp as of July 18, 1991 were 302,874 shares
and 13.7% respectively. These securities consisted of the following: (1) 150,524
shares held by Mr. Walp which are pledged as described in (b) of this Item 5;
(2) 150,525 shares held by Mr. Walp; and (3) 1,825 shares held for the benefit
of Mr. Walp by virtue of his participation in the Stock Purchase Plan.
(b) The number of shares as to which the following apply to Mr. Walp
are as follows: (1) sole power to vote or to direct the vote - 301,049 shares;
(2) shared power to vote or to direct the vote - none; (3) sole power to dispose
or to direct the disposition -150,525; and (4) shared power to dispose or to
direct the disposition - 152,349 shares.
SCHEDULE 13D - WALP - CLASS B/5 PAGE 10
<PAGE>
Mr. Walp shares the power to dispose of the securities identified in
the previous paragraph as follows: (1) 1,825 shares held by the Stock Purchase
Plan for the benefit of Mr. Walp; and 92) 150,524 shares issued pursuant to
certain warrants, all of which shares are subject to a security agreement.
(c) The Stock Purchase Plan acquired the following for the benefit of
Mr. Walp: (1) 36 shares during the year ended December 31, 1990; and (2) 1,437
shares during the six-month period ended June 30, 1991. These purchases were
made through a broker or through private transactions at the then prevailing
market price in one or more transactions. The average prices paid by the plan
for the acquisitions in 1990 and 1991 were $2.09 per share and $2.14 per share,
respectively. These transactions were effected directly by the plan for the
benefit of Mr. Walp.
(d) Under the terms of the Stock Purchase Plan, shares are acquired for
the benefit of Mr. Walp, and any dividends that might be issued would be held by
the plan for the benefit of Mr. Walp. The Company's bank loan agreements
prohibit payment of dividends, other than stock dividends.
(D) Amendment 3-B.
(a) The aggregate number and percentage of Class B common stock
beneficially owned by Mr. Walp as of February 1, 1993 were 303,452 shares and
10.6%, respectively. These securities consisted of the following: (1) 301,049
shares held by Mr. Walp; and (2) 2,403 shares held for the benefit of Mr. Walp
by virtue of his participation in the Stock Purchase Plan.
(b) The number of shares as to which the following apply to Mr. Walp
are as follows: (1) sole power to vote or to direct the vote - 301,049 shares;
(2) shared power to vote or to direct the vote - none; (3) sole power to dispose
or to direct the disposition -301,049; and (4) shared power to dispose or to
direct the disposition - 2,403 shares.
Mr. Walp shares the power to dispose of 2,403 shares held by the Stock
Purchase Plan for the benefit of Mr. Walp.
(c) The Stock Purchase Plan acquired the following for the benefit of
Mr. Walp: (1) 479 shares during the six-month period ended December 31, 1991;
and (2) 99 shares during the year ended December 31, 1992. These purchases were
made through a broker or through private transactions at the then prevailing
market price in one or more transactions. The average price paid by the plan for
the acquisitions in 1991 and 1992 were $2.40 per share and $2.14 per share,
respectively. These transactions were effected directly by the plan for the
benefit of Mr. Walp.
(d) Under the terms of the Stock Purchase Plan, shares are acquired for
the
SCHEDULE 13D - WALP - CLASS B/5 PAGE 11
<PAGE>
benefit of Mr. Walp, and any dividends that might be issued would be held by the
plan for the benefit of Mr. Walp. The Company's bank loan agreements prohibit
payment of dividends, other than stock dividends.
(E) Amendment 4-B.
(a) The aggregate number and percentage of Class B common stock
beneficially owned by Mr. Walp as of May 28, 1993 were 303,452 shares and 7.36%,
respectively. These consisted of the following: (1) 301,049 shares held by Mr.
Walp; and (2) 2,403 shares held for the benefit of Mr. Walp by virtue of his
participation in the Stock Purchase Plan.
The aggregate number and percentage of Class B common stock
beneficially owned by other parties to the Voting Agreement were as follows: (1)
Mr. Duncan -247,684 shares and 6.0%; (2) MCI - 1,275,791 shares and 30.9%; and
(3) WSMC - 590,043 shares and 14.3%.
(b) The number of shares as to which the following apply to Mr. Walp
are as follows: (1) sole power to vote or to direct the vote - none; (2) shared
power to vote or to direct the vote - 301,049 shares; (3) sole power to dispose
or to direct the disposition - 301,049; and (4) shared power to dispose or to
direct the disposition - 2,403 shares.
Mr. Walp shares the power to vote the securities identified previously
in this Item 5 with three other persons, pursuant to the Voting Agreement as
follows: (1) Ronald A. Duncan; (2) MCI; and (3) WestMarc Communications, Inc., a
Nevada corporation.
Mr. Walp shares the power to dispose of the 2,403 shares held by the
Stock Purchase Plan for the benefit of Mr. Walp.
(c) None.
(d) Under the terms of the Stock Purchase Plan, shares are acquired for
the benefit of Mr. Walp, and any dividends that might be issued would be held by
the plan for the benefit of Mr. Walp. The Company's bank loan agreements
prohibit payment of dividends, other than stock dividends.
(F) 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 members 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
SCHEDULE 13D - WALP - CLASS B/5 PAGE 12
<PAGE>
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. Walp
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. Walp 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. Walp has a pecuniary interest as set forth below.
The aggregate number and percentage of securities (Class B Common
Stock) beneficially owned by Mr. Walp as of the Event Date were 303,457 shares
and 7.4%, respectively. These securities consisted of the following: (1) 301,049
shares held by Mr. Walp; and (2) 2,408 shares held for the benefit of Mr. Walp
by virtue of his participation in the Company's Qualified Employee Stock
Purchase Plan ("Stock Purchase Plan") and do not include the shareholdings of
other members of the Voting Group, to which Mr. Walp disavows any pecuniary
interest.
To the best knowledge and belief of Mr. Walp, 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. Duncan - 248,157 shares (not
including 1,224,492 shares of Class A Common Stock in which he has a pecuniary
interest) and 6.1%; (2) MCI - 1,275,791 shares (not including 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 11,057,643 shares of Class A Common Stock in which
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. Walp are as follows (not including 572,845 shares of
Class A Common Stock in which he 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. Walp has a pecuniary interest); (2) shared power to vote or to direct the
vote - 301,049 shares;
SCHEDULE 13D - WALP - CLASS B/5 PAGE 13
<PAGE>
(3) sole power to dispose or to direct the disposition - 301,049 shares; and (4)
shared power to dispose or to direct the disposition - 2,408 shares.
Mr. Walp 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. Walp,
singly, "Party," and including Mr. Walp, collectively, "Parties"): (1) Ronald A.
Duncan; (2) MCI; and (3) TCI GCI, Inc. ("TCI"), a Nevada corporation and
subsidiary of Tele-Communications, Inc.; and (4) the Prime Group (through its
designated agent, PIIM).
Mr. Walp shares the power to dispose of the securities identified
previously in this Item 5 as follows: 2,408 shares held by the Stock Purchase
Plan for the benefit of Mr. Walp. 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. The Stock Purchase Plan has neither been
convicted in a criminal proceeding nor been a party to civil proceedings
regarding state or federal securities law.
(c) None.
(d) Under the terms of the Stock Purchase Plan, the shares are acquired
for the benefit of Mr. Walp, and any dividends that might be issued would be
held by the plan for the benefit of Mr. Walp. 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. On September 27, 1985, Mr. Walp executed a
promissory note on a loan from WestMarc Communications, Inc. ("WSMC") secured by
warrants 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. Walp. As of December 30,
1988, the parties were negotiating an extension of the due date.
(B) Amendment 1-B. On January 1, 1989, Mr. Walp became Vice Chairman of
the Company.
(C) Amendment 2-B. The September 27, 1985 promissory note was split
SCHEDULE 13D - WALP - CLASS B/5 PAGE 14
<PAGE>
equally between WSMC and the Company with separate pledges by Mr. Walp for their
respective halves of the 301,049 shares. The pledge to WSMC was released upon
payment of the note by Mr. Walp on July 18, 1991.
(D) Amendment 3-B. The pledge to the Company was released upon payment
of the September 27, 1985 promissory note by Mr. Walp on February 1, 1993.
(E) Amendment 4-B. None, other than the Voting Agreement.
(F) 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 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 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 Sellers are met, the Prime Group is 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
SCHEDULE 13D - WALP - CLASS B/5 PAGE 15
<PAGE>
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.
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 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 Alaska Sellers 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 for registration through other registration
formats.
SCHEDULE 13D - WALP - CLASS B/5 PAGE 16
<PAGE>
Pursuant to the Prime Management Agreement between PIIM and the
Company, PIIM will manage the Company cable systems acquired in the Transactions
("Company Cable Systems"). PIIM had, prior to the Event Date, managed the cable
television systems 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.
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.
Pursuant to Rule 13d-2(c) and Item 102 of Regulation S-T, the following
items previously filed or incorporated by reference as exhibits are hereby
incorporated by reference:
(A) Original Statement. Form 8-K filed by the Company on or about
December 27, 1988.
(B) Amendment 1-B. None.
(C) Amendment 2-B. None.
(D) Amendment 3-B. Form 8-K filed by the Company on or about January
14, 1993.
(E) Amendment 4-B. Form 8-K filed by the Company on or about June 4,
1993, and the Voting Agreement.
SCHEDULE 13D - WALP - CLASS B/5 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
- -----------------------------------------------
ROBERT M. WALP
Vice-Chairman
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).
SCHEDULE 13D - WALP - CLASS B/5 PAGE 18
