SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 9-A)*
General Communication, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
369385 10 9
(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)
August 1, 1997
(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 10 9
(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 18,129,224 (1)
(9) Sole Disposition Power 334,616
(10) Shared Disposition Power 38,229 (2)
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1 All of these shares are subject to the 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. Includes 334,616 shares of Class A Common Stock and
301,049 shares of Class B Common Stock (readily convertible to Class A Common
Stock) to which Mr. Walp has a pecuniary interest and includes 17,493,559 shares
of Class A and Class B Common Stock held by other parties to the Voting
Agreement, to which Mr. Walp disavows any pecuniary interest.
2 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 A/9 PAGE 2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
18,169,861 (2,3)
(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).
36.8% (2,3,4)
(14) Type of Reporting Person (See Instructions).
IN
Item 1. Security and Issuer.
This amendment no. 9-A to Schedule 13D ("Statement") relates to the
Class A common stock ("Class A Common Stock") of General Communication, Inc.
("Company"). The Company has also issued Class B common stock ("Class B Common
Stock"). The principal offices of the Company are located at 2550 Denali Street,
Suite 1000, Anchorage, Alaska 99503.
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3 Includes 372,845 shares of Class A Common Stock and 303,457 shares of
Class B Common Stock to which Mr. Walp has a pecuniary interest and includes
17,493,559 shares of Class A and Class B (readily convertible into Class A)
Common Stock held by other parties to the Voting Agreement, to which Mr. Walp
disavows any pecuniary interest.
4 A percentage of the combination of Class A and Class B shares
outstanding.
SCHEDULE 13D - WALP CLASS A/9 PAGE 3
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Item 2. Identity and Background.
This Statement is filed by and on behalf of Robert M. Walp, amends Mr.
Walp's currently effective Schedule 13D on his ownership of Class A Common Stock
and incorporates, by reference, all previous amendments and filings of that
presently effective Schedule 13D.
(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 continues to be a party to the voting agreement dated October
31, 1996 ("Voting Agreement") with several other persons, with one exception as
described below (with Mr. Walp, "Voting Group"). See Amendment 8-A to Mr. Walp's
Schedule 13D. On August 1, 1997 ("Event Date"), the Company, through an
underwriting, offered and sold 7,000,000 new shares of Class A Common Stock and
several shareholders of the Company sold approximately 6,380,000 shares of Class
A Common Stock (collectively, "Stock Offering"). One of those selling
shareholders, TCI GCI, Inc. ("TCI") was one of the participants in the Voting
Agreement. As a result of the Stock Offering, it is Mr. Walp's understanding
that TCI sold all of its shareholdings in the Company (590,043 shares of Class B
Common Stock were converted to 590,043 shares Class A common stock through
exchanges with Ronald A. Duncan, a participant in the Voting Agreement, in the
amount of 220,043 shares ("Duncan Exchange") and others for the balance of
370,000 shares) and is no longer a participant in the Voting Agreement. Certain
other members of the Voting Group sold portions, but not all of their respective
shares of Class A Common Stock in the Stock Offering. The Voting Agreement
governs the voting of the Class A Common Stock and the Class B Common Stock
owned by members of the Voting Group. The Class B Common Stock, a portion of
which is 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 Class B Common Stock's
conversion feature into Class A Common Stock and as a result of the 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 A Common Stock.
SCHEDULE 13D - WALP CLASS A/9 PAGE 4
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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 A Common
Stock in which he has a pecuniary interest. Mr. Walp has a pecuniary interest in
shares of Class B Common Stock. See Item 5 of this Statement for the discussion
of the Class A Common Stock owned by Mr. Walp.
Item 3. Source and Amount of Funds or Other Considerations.
No personal funds were expended by Mr. Walp on the matter which has
caused the amendment to Mr. Walp's Schedule 13D as contained in the Statement.
It is Mr. Walp's understanding that the Duncan Exchange consisted of an exchange
of 220,043 shares of Mr. Duncan's Class A Common Stock for the same number of
shares of Class B Common Stock held by TCI.
Item 4. Purpose of Transaction.
The Walp Family Charitable Remainder Trust ("Walp Trust") sold 200,000
shares of Class A Common Stock as a part of the Stock Offering. The purpose of
this sale by the Walp Trust was a private business decision of the trust.
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 board of directors of the Company 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 that 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;
SCHEDULE 13D - WALP CLASS A/9 PAGE 5
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(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 Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the Voting Agreement and pursuant to Rule 13d-5,
each of the parties to the 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 Voting Agreement. The parties to the Voting Agreement
beneficially own directly 18,169,861 shares of Company common stock or
approximately 36.8% of the outstanding common stock of the Company, 2,032,999
shares of which are Class B Common Stock held by certain of the parties of the
Voting Agreement and issuable as and upon the 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
Exchange 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 A Common Stock and Class B Common
Stock in which Mr. Walp has a pecuniary interest as described in this Statement.
The aggregate number and percentage of securities (Class A Common
Stock) beneficially owned by Mr. Walp as of the Event Date were 372,845 shares
and 0.8% respectively. These securities consisted of the following: (1) 334,616
shares held by Mr. Walp; and (2) 38,229 shares held for the benefit of Mr. Walp
by virtue of his participation
SCHEDULE 13D - WALP CLASS A/9 PAGE 6
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in the Stock Purchase Plan. These shares 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 A common stock) beneficially owned by each of
the 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 - 1,007,511
shares (not including total holdings of 468,216 shares of Class B Common Stock
in which he has a pecuniary interest) and 2.2%; (2) MCI Telecommunications
Corporation ("MCI") - 8,251,509 shares (not including total holdings of
1,275,791 shares of Class B Common Stock in which MCI has a pecuniary interest)
and 18.2%; (3) Prime Group - 6,956,246 shares and 15.4%. The Prime Group does
not own any Class B Common Stock. The Prime Group is composed of the following
persons: (1) Prime Cable Growth Partners, L. P. and its affiliates as reported
in its Schedule 13D filed with the SEC in September 1997 as comprised of the
following -- Prime II Management, Inc., Prime Cable G.P., Inc., Prime Cable
Growth Partners, L.P., Prime Cable Limited Partnership, Prime II Management
Group, Inc., Prime II Management, L.P., Prime Investors, L.P., Prime Venture I
Holdings, L.P., Prime Ventures I, Inc., and Prime Ventures II, L.P.; (2) William
Blair Venture Partners III Limited Partnership; (3) Austin Ventures, L.P.; (4)
Centennial Fund III, L. P.; (5) BancBoston Capital, Inc.; (6) First Chicago
Investment Corporation; and (7) Madison Dearborn Partners V.
(b) The number of shares of Class A Common Stock as to which the
following apply to Mr. Walp are as follows (not including 303,457 shares of
Class B Common Stock in which Mr. Walp has a pecuniary interest and which are
immediately convertible into Class A Common Stock): (1) sole power to vote or to
direct the vote -- none (and none of Class B Common Stock as to which he has a
pecuniary interest); (2) shared power to vote or to direct the vote -- 334,616
shares ; (3) sole power to dispose or to direct the disposition -- 334,616
shares; and (4) shared power to dispose or to direct the disposition -- 38,229
shares.
Mr. Walp shares the power to vote the securities identified previously
in this Item 5 with three other persons, pursuant to the New Voting Agreement
described in Items 4 and 6 of this Statement, as follows: (1) Ronald A. Duncan;
(2) MCI; and (3) the Prime Group (through its designated agent, Prime II
Management, L.P.).
Mr. Walp shares the power to dispose of the securities identified
previously in this Item 5 as follows: 38,229 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.
SCHEDULE 13D - WALP CLASS A/9 PAGE 7
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(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.
None, other than as described in previous amendments to Mr. Walp's
Schedule 13D and as qualified in this Item 6.
As described in Item 2 of this Statement, the Voting Group entered into
the 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 Voting Agreement for certain nominees to
the board of directors of the Company and on other such matters as further
described in amendment 8-A to Mr. Walp's Schedule 13D, except that TCI will no
longer have voting rights under the Voting Agreement.
Item 7. Material to be Filed as Exhibits.
None.
SCHEDULE 13D - WALP CLASS A/9 PAGE 8
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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 report is true, complete and
correct.
Date
September 30, 1997
Name/Title
/s/ Robert M. Walp
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 A/9 PAGE 9
