SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 8-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.
Ronald A. Duncan
###-##-####
(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 (1,2)
(9) Sole Disposition Power 658,043 (2,3)
(10) Shared Disposition Power 141,800 (2,4)
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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 options or shares purchased by
the Company's Qualified Stock Purchase Plan for the benefit of Mr. Duncan, both
of which are described in Item 5 of this Statement, and does not include shares
held by the Amanda Miller Trust as described in Items 4 and 5 of this Statement.
Includes 556,262 shares of Class A Common Stock and 453,751 shares of Class B
Common Stock (readily convertible to Class A Common Stock) to which Mr. Duncan
has a pecuniary interest and includes 17,119,211 shares of Class A and Class B
Common Stock held by other parties for the Voting Agreement, to which Mr. Duncan
disavows any pecuniary interest.
2 Does not include shares allocated to Mr. Duncan under the Deferred
Compensation Agreements as described in Item 5 of this Statement.
3 Includes options as described in Item 5 of this Statement.
4 Includes shares acquired through the Company's Qualified Stock Purchase
Plan (97,358 Class A and 6,223 Class B shares) for the benefit of Mr. Duncan and
shares subject to the Security Agreements, both as described in Item 5 of this
Statement.
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
18,594,938 shares (3,4,5,6)
(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).
37.7% (3,4,5,6,7)
(14) Type of Reporting Person (See Instructions).
IN
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5 Includes 468,216 shares of Class B Common Stock and 1,007,511 shares of
Class A Common Stock to which Mr. Duncan has a pecuniary interest and includes
17,119,211 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. Duncan
disavows any pecuniary interest.
6 Includes options, shares subject to the Deferred Compensation Agreements
and shares held by the Amanda Miller Trust, all of which are described in Item 5
of this Statement.
7 A percentage of the combination of Class A and Class B shares
outstanding.
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 3
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Item 1. Security and Issuer.
This amendment No. 8-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.
Item 2. Identity and Background.
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
A 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 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. Duncan, "Voting Group"). See Amendment
7-A to Mr. Duncan'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, 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 Mr.
Duncan 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
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 4
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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.
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 A Common
Stock in which he has a pecuniary interest. Mr. Duncan 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. Duncan.
Item 3. Source and Amount of Funds or Other Consideration.
No personal funds were expended by Mr. Duncan on the matters which have
caused the amendment to Mr. Duncan's Schedule 13D as contained in this
Statement. 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.
Under the Duncan Exchange, Mr. Duncan acquired Class B Common Stock
owned by TCI in anticipation of their otherwise being converted to Class A
Common Stock and sale by TCI. TCI was indifferent to the nature of the
conversion of its Class B Common Stock to Class A Common Stock in that it simply
wished to sell its interests in the Company.
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 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;
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 5
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(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;
(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 18,594,938 shares of Company Common Stock or
approximately 37.7% of the outstanding common stock of the Company, 2,045,056
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. 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
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 6
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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 A Common Stock and Class B Common
Stock in which Mr. Duncan has a pecuniary interest as described in this
Statement.
The aggregate number and percentage of securities (Class A Common
Stock) beneficially owned (excluding shareholdings of other members of the
Voting Group) by Mr. Duncan as of the Event Date were 1,007,511 shares and 2.2%,
respectively. These securities consisted of the following: (1) 18,560 shares
gifted by Mr. Duncan to the Amanda Miller Trust, where Ms. Miller is the
daughter of Mr. Duncan's spouse Dani Bowman and the beneficiary of the trust,
and Mr. Duncan has a reversionary interest in those shares; (2) 105,111 shares
held by the Company in its name but for the benefit of Mr. Duncan pursuant to
the terms of the First Duncan Deferred Compensation Agreement (see Item 5(a) of
amendment 7-A to Mr. Duncan's Schedule 13D); (3) 90,220 shares held by the
Company in its name but for the benefit of Mr. Duncan pursuant to the terms of
the Second Duncan Deferred Compensation Agreement (see Item 5(a) of amendment
7-A to Mr. Duncan's Schedule 13D); (4) 97,358 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 (5) options to purchase 140,000
shares of Class A common stock at $3.00 per share vesting over the five-year
period 1993-1997, where the options will expire if not exercised before November
1, 2002. Mr. Duncan is not a trustee or other officer, employee, or agent of the
Amanda Miller Trust nor does he exercise any voting, investment, or dispositive
powers over the investments of the trust, other than should all beneficiaries
die before Ms. Miller reaches age 21, the property of the trust reverts to Mr.
Duncan. A portion of these aggregate shares (556,262 shares) are subject to the
Voting Agreement. These aggregate shares do not include 5,760 shares held by Ms.
Bowman, to which 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.
In July, 1989 Mr. Duncan exercised his rights under the First Duncan
Deferred Compensation Agreement, and the Company acquired 105,111 shares to be
held in its name but for the benefit of Mr. Duncan. In September and October,
1995, and in July, 1996, Mr. Duncan exercised his rights under the Second Duncan
Deferred Compensation Agreement, and the Company acquired a total of 90,220
shares to be held by the Company in its name but for the benefit of Mr. Duncan.
None of these shares have been or will be voted while held by the Company. The
full amount of the deferred compensation will be due and payable to Mr. Duncan
upon the termination of his employment with the Company.
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 7
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To the best knowledge and belief of Mr. Duncan, 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 Voting
Agreement were, as of the Event Date (and subsequent to closing on the Stock
Offering), as follows: (1) Mr. Walp - 372,845 shares (not including total
holdings of 303,457 shares of Class B Common Stock in which he has a pecuniary
interest) and 0.08%; (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%; and (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. Duncan are as follows (not including 468,216 shares of
Class B Common Stock in which Mr. Duncan 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 Mr. Duncan
has a pecuniary interest); (2) shared power to vote or to direct the vote --
653,620 shares; (3) sole power to dispose or to direct the disposition --
658,043 shares; and (4) shared power to dispose or to direct the disposition --
141,800 shares.
Mr. Duncan 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) Robert
M. Walp; (2) MCI; and (3) the Prime Group (through its designated agent Prime II
Management, L.P.).
Mr. Duncan shares the power to dispose of the securities identified
previously in this Item 5 as follows: (1) 97,358 shares held by the Stock
Purchase Plan for the benefit of Mr. Duncan; and (2) 38,219 shares issued
pursuant to certain warrants and other sources, all of which shares are subject
to security agreements ("Security Agreements"). 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 one of the Security
Agreements (35,262 shares Class A Common Stock), 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 other
Security Agreement (2,957 shares Class A Common Stock) is pledged to secure a
note owed to the Company. The business address for WestMarc Communications, Inc.
is
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 8
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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.
(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.
None, other than as described in previous amendments to Mr. Duncan's
Schedule 13D an 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 7-A to Mr. Duncan'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 - DUNCAN CLASS A/8 PAGE 9
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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 statement is true, complete and
correct.
Date
September 30, 1997
Name/Title
/s/ Ronald A. Duncan
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).
SCHEDULE 13D - DUNCAN CLASS A/8 PAGE 10
