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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GENERAL COMMUNICATION, INC.
(Name of Issuer)
Class A Common Stock, no par value
Class B Common Stock, no par value
-----------------------------------
(Title of Classes of Securities)
Class A Common Stock 369385 10 9
Class B Common Stock 369385 20 8
-----------------------------------
(CUSIP Numbers)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 31, 1997
-------------
(Date of Event which Requires Filing
of this Statement)
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: [ ].
NOTE: Six copies of this statement, 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 ("Exchange 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).
Exhibit Index is on Page __
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Cusip No.- Class A Common Stock 369385 10 9
Cusip No.- Class B Common Stock 369385 20 8
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
TELE-COMMUNICATIONS, INC.
- ---------------------------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------
(3) SEC Use Only
- ---------------------------------------------------------------------------------------------------------------
(4) Source of Funds
AF, OO
- ---------------------------------------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
- ---------------------------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ---------------------------------------------------------------------------------------------------------------
(7) Sole Voting Power 300,200 shares of Class A Common Stock*
225,000 shares of Class B Common Stock
Number of -------------------------------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 0 Shares
ficially
Owned by -------------------------------------------------------------------------------------
Each Report-
ing Person (9) Sole Dispositive Power 300,200 shares of Class A Common Stock*
With 225,000 shares of Class B Common Stock
-------------------------------------------------------------------------------------
(10) Shared Dispositive Power 0 Shares
- ---------------------------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
300,200 shares of Class A Common Stock*
225,000 shares of Class B Common Stock
- ---------------------------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ---------------------------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)**
Class A Common Stock <1%
Class B Common Stock 5.5%
- ---------------------------------------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
</TABLE>
- --------------------------
* Does not include shares of Class A Common Stock issuable upon conversion of
shares of Class B Common Stock on a share for share basis owned by the
Reporting Person.
** Each share of Class A Common Stock is entitled to one vote per share and
each share of Class B Common Stock is entitled to 10 votes per share. In
addition, holders of such stock vote together on the election of directors.
Accordingly, when these Classes of stock are aggregated, the Reporting Person
may be deemed to beneficially own voting equity securities of GCI representing
approximately 3.0% of the voting power of GCI.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
GENERAL COMMUNICATION, INC.
(Commission File No. 0-15279)
ITEM 1. Security and Issuer
Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement"), with
respect to the Class A Common Stock, no par value (the "Class A Stock"), and the
Class B Common Stock, no par value (the "Class B Stock", and together with the
Class A Stock, the "GCI Common Stock"), of General Communication, Inc., an
Alaska corporation ("GCI"). GCI's principal executive offices are located at
2550 Denali Street, Suite 1000, Anchorage, Alaska 95503. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Statement.
ITEM 2. Identity and Background
Item 2 of the Statement is hereby amended and supplemented by adding
the following:
Schedule 1 attached to this Amendment No. 3 to the Statement contains
the following information concerning each director, executive officer or
controlling person of TCI: (i) name and residence or business address, (ii)
principal occupation or employment; and (iii) the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Schedule 1 is incorporated herein by reference and replaces the
Schedule 1 previously filed with the Statement.
To the knowledge of TCI, each of the persons named on Schedule 1 (the
"Schedule 1 Persons") is a United States citizen. During the last five years,
neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither TCI nor any of the Schedule
1 Persons (to the knowledge of TCI) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by adding
the following:
Kearns-Tribune Merger
On July 31, 1997, pursuant to the terms and conditions of an Agreement
and Plan of Merger dated as of April 18, 1997, TCI acquired all of the capital
stock of Kearns-Tribune Corporation, a Utah corporation ("Kearns- Tribune"), in
connection with the merger of Kearns-Tribune with a subsidiary of TCI (the
"Merger"). As a result of the Merger, TCI acquired indirect beneficial
ownership of 300,200 shares of Class A Stock and 225,000 shares of Class B Stock
owned by Kearns-Tribune. The consideration for the acquisition of such GCI
Common Stock was the consideration given in the Merger, which consisted of
approximately 47.2 million shares of TCI Series A TCI Group Common Stock, $1.00
par value per share.
Exchange and Sale of Stock
In connection with a public offering by GCI (the "Public Offering") of
shares of its Class A Stock, TCI, through a subsidiary, exchanged 590,043 shares
of Class B Stock beneficially owned by TCI for an aggregate of 590,043 shares of
Class A Stock beneficially owned by certain officers and directors of GCI on
August 1, 1997, the date the Public Offering closed. Donne F. Fisher, a
Director of TCI, is a director of GCI and participated in said exchange by
exchanging 185,000 shares of Class A Stock owned by Mr. Fisher for 185,000
shares of the 590,043 shares of Class B Stock exchanged by TCI. Immediately
following the exchange of all 590,043 shares, TCI sold the 590,043 shares of
Class A Stock in the Public Offering as a selling shareholder for the public
offering price of $7.25 per share. As a result of such sale, TCI is no longer
bound by the terms of the Voting Agreement.
ITEM 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
The acquisition of the 300,200 shares of Class A Stock and the 225,000
shares of Class B Stock in the Merger occurred solely as the result of the
Merger described in Item 3 above. TCI exchanged the 590,043 shares of the Class
B Stock it beneficially owned for an equal number of shares of Class A Stock,
also described in Item 3 above, so that it could participate in the Public
Offering as a selling shareholder.
Consistent with TCI's decision to sell its holdings in GCI, TCI
intends to dispose of the shares of GCI Common Stock acquired as a result of the
Merger. The timing of such disposition will depend upon various factors,
including, but not limited to, the market price of the Class A Stock or Class B
Stock. Notwithstanding such intent, TCI reserves the right, depending upon
relevant factors, to change its intention to dispose of all of its GCI Common
Stock.
ITEM 5. Interest in Securities of the Issuer
Item 5(a) of the Statement is hereby amended and supplemented by
adding the following:
TCI presently beneficially owns (without giving effect to the
conversion of Class B Stock for Class A Stock): (a) 300,200 shares of Class A
Stock, which represents less than 1% of the outstanding shares of Class A
Stock; and (b) 225,000 shares of the Class B Stock, which represents
approximately 5.5% of the outstanding shares of the Class B Stock. The
foregoing percentage interests are based on the outstanding share
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numbers as of August 1, 1997, reported by GCI in its Form 10-Q for the quarter
ended June 30, 1997, as follows: 45,268,680 shares of Class A Stock and
4,067,253 shares of Class B Stock. When these classes of Common Stock are
aggregated, TCI may be deemed to beneficially own voting equity securities of
GCI representing approximately 3.0% of the voting power of GCI.
Donne F. Fisher, a Director of TCI, presently beneficially owns
102,975 shares of Class A Stock and 833,491 shares of Class B Stock, which
shares of GCI Common Stock include 76,668 shares of Class A Stock and 620,803
shares of Class B Stock, respectively, held by the Estate of Bob Magness for
which Mr. Fisher is Co-Personal Representative (the "Estate"). The Class A
Stock beneficially owned by Mr. Fisher represents less than 1% of the
outstanding shares of the Class A Stock, and the Class B Stock beneficially
owned by Mr. Fisher represents approximately 20.5% of the outstanding shares of
the Class B Stock. In addition, GCI has granted Mr. Fisher a contingent option
for 25,000 shares of Class A Stock, of which no options are currently
exerciseable, and such grant is subject to GCI shareholder approval to increase
the authorized number of shares of Class A Stock available for issuance by GCI.
The information set forth above related to Mr. Fisher's beneficial interests is
based on the Prospectus from the Public Offering.
Gary K. Bracken, an executive officer of a TCI affiliate, presently
beneficially owns 1,784 shares of Class A Stock, which represents less than 1%
of the outstanding shares of the Class A Stock. Larry E. Romrell, an executive
officer of TCI and a director of GCI, presently beneficially owns 328 shares of
Class B Stock, which represents less than 1% of the outstanding shares of the
Class B Stock.
Item 5(b) of the Statement is hereby amended and supplemented by
adding the following:
TCI has the sole power to vote or to direct the voting of the shares
of the GCI Common Stock that TCI beneficially owns. TCI has the sole power to
dispose of, or to direct the disposition of, the shares of the GCI Common Stock
that TCI beneficially owns.
To the knowledge of TCI, Messrs. Bracken and Romrell each have sole
power to vote or to direct the voting of the shares of the GCI Common Stock that
they each beneficially own. To the knowledge of TCI, Messrs. Bracken and
Romrell each have sole power to dispose of, or to direct the disposition of, the
shares of the GCI Common Stock that they each beneficially own. To the
knowledge of TCI, Mr. Fisher has sole power to vote or to direct the voting of
26,307 shares of Class A Stock and 212,688 shares of Class B Stock owned by him
and has joint power (with the other personal representative of the Estate) to
vote or to direct the voting of the GCI Common Stock held by the Estate. To the
knowledge of TCI, Mr. Fisher has sole power to dispose of, or to direct the
disposition of, the shares of 26,307 shares of Class A Stock and 212,688 shares
of Class B Stock owned by him and has joint power (with the other personal
representative of the Estate) to dispose of, or to direct the disposition of,
the GCI Common Stock held by the Estate.
Item 5(c) of the Statement is hereby amended and supplemented by
adding the following:
Except for the transactions described in Item 3 above, including Mr.
Fisher's participation in the stock exchange with TCI, neither TCI nor, to the
knowledge of TCI, any of the persons described on Schedule 1, has executed
transactions in the GCI Common Stock during the past sixty (60) days.
Item 5(d) of the Statement is hereby amended and supplemented by
adding the following:
There is no person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Class A Stock or the Class B Stock beneficially owned by TCI.
To the knowledge of TCI, there is no person that has the right to
receive or the power to direct receipt of dividends from, or proceeds from the
sale of, the GCI Common Stock beneficially owned by Messrs.
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Bracken and Romrell, respectively. To the knowledge of TCI, with respect to
the 26,307 shares of Class A Stock and 212,688 shares of Class B Stock owned by
Mr. Fisher, there is no person that has the right to receive or the power to
direct receipt of dividends from, or proceeds from the sale of, such GCI Common
Stock beneficially owned by him and, with respect to the GCI Common Stock held
by the Estate, Mr. Fisher shares with the other personal representative the
power to direct receipt of dividends from, or proceeds from the sale of, the
GCI Common Stock held by the Estate.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are presently no contracts, arrangements, understandings or
relationships among TCI and other persons with respect to the GCI Common Stock
beneficially owned by TCI.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 to the Statement
is true, complete and correct.
October 27, 1997 TELE-COMMUNICATIONS, INC.
/s/ STEPHEN M. BRETT
--------------------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
DIRECTORS
<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
------------------------- -------------------------------------
<S> <C> <C>
Donne F. Fisher Business Executive; Consultant to & Cable television & telecommunications
Director of TCI; & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Former Chairman of the Board Newspaper publishing
and a Director of Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI, a Managing Director of Investment banking services
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Leo J. Hindery, Jr. President, Chief Operating Officer and Director Cable television & telecommunications
of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Jerome H. Kern Director of TCI; Business Consultant; Special Business Consulting; Law
Counsel to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business enterprises
4000 E. Belleview
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Officer Cable television & telecommunications
& Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion picture
Officer of Todd-AO Corporation industry
172 Golden Gate Avenue
San Francisco, CA 94102
</TABLE>
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<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in
- ---- Business Address Which such Employment Is Conducted
------------------------- ----------------------------------
<S> <C> <C>
J.C. Sparkman Business Executive; Consultant to & Cable television & telecommunications
Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
EXECUTIVE OFFICERS
------------------
Gary K. Bracken Senior Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert R. Bennett Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Marvin L. Jones Executive Vice President & Chief Operating Officer Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Senior Vice President & Treasurer of Cable television & telecommunications
Schotters, II TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Fred A. Vierra Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
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