SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 6-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)
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 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 18,129,224 (1,2)
(9) Sole Disposition Power 301,049
(10) Shared Disposition Power 2,408 (3)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
18,169,861 shares (3,4)
- -------------------
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 301,049 shares of Class B Common Stock and
334,616 shares of Class A 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 in the Voting
Agreement, to which Mr. Walp disavows any pecuniary interest.
2 Each share of Class B common stock entitles the holder to ten votes in a
matter submitted to the shareholders for a vote.
3 Includes shares purchased by the Company's Qualified Stock Purchase Plan
for the benefit of Mr. Walp as described in Item 5 of this Statement.
4 Includes 303,457 shares of Class B Common Stock and 372,845 shares of
Class A 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.
SCHEDULE 13-D - WALP - CLASS B/6 PAGE 2
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(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% (3,4,5)
(14) Type of Reporting Person (See Instructions).
IN
Item 1. Security and Issuer.
This amendment no. 6-B to Schedule 13D ("Statement") relates to the
Class B common stock ("Class B Common Stock") of General Communication, Inc.
("Company"). The Company has also issued Class A common stock ("Class A Common
Stock"). The principal offices of the Company are located at 2550 Denali Street,
Suite 1000, Anchorage, Alaska 99503.
- -------------------
5 A percentage of the combination of Class A and Class B shares
outstanding.
SCHEDULE 13-D - WALP - CLASS B/6 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 Company Class B
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 5-B 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 ("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 of 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 B Common Stock and the Class A 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 B Common Stock.
SCHEDULE 13-D - WALP - CLASS B/6 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 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 of this Statement for the
discussion of the Class B Common Stock owned by Mr. Walp.
Item 3. Source and Amount of Funds or Other Considerations.
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.
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
SCHEDULE 13-D - WALP - CLASS B/6 PAGE 5
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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 18,169,861 shares of Company common stock, or
approximately 36.8% of the outstanding Company common stock, 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 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 described in this Statement.
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 7.5%
SCHEDULE 13-D - WALP - CLASS B/6 PAGE 6
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respectively. These securities consisted of the following: (1) 301,049 shares
held by Mr. Walp; (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"). 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 B common stock) beneficially owned by other
Parties (as defined in Item 5(b) of this Statement) to the Voting Agreement
were, as of the Event Date, as follows: (1) Mr. Duncan - 468,216 shares (not
including 1,007,511 shares of Class A Common Stock in which he has a pecuniary
interest) and 11.5%; (2) MCI Telecommunications Corporation ("MCI") - 1,275,791
shares (not including 8,251,509 shares of Class A Common Stock in which MCI has
a pecuniary interest) 31.4%; and (3) Prime Group - no shares of Class B common
stock (not including 6,956,246 shares of Class A Common Stock in which members
of the Prime Group have pecuniary interests). 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 B Common Stock as to which the
following apply to Mr. Walp are as follows (not including 372,845 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 - 303,457 shares; (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 three other persons, pursuant to the 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: 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.
SCHEDULE 13-D - WALP - CLASS B/6 PAGE 7
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(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.
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 5-B 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 13-D - WALP - CLASS B/6 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 13-D - WALP - CLASS B/6 PAGE 9
