As Filed with the Securities and Exchange Commission on November ____, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL COMMUNICATION, INC.
(Exact name of issuer as specified in its Charter)
ALASKA 92-0072737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Address of Principal Executive Offices) (zip code)
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John M. Lowber
General Communication, Inc.
2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
(Name and address of agent for service)
(907) 265-5600
(Telephone number, including area code, of agent for service)
Copy to: J. J. Brecht
Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation
900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
(907) 276-6401
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================ =================== ================= ======================= ================
Proposed Proposed Maximum Amount of
Title of Securities to be Amount to Maximum Aggregate Offering Registration
Registered be Registered Offering Price (1) Price Fee
- -------------------------------- ------------------- ----------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
General Communication, Inc.
Common Stock
Class A 2,000,000 $6,062,000 $6,062,000 $1,788.29
Class B 400,000 $1,212,400 $1,212,400 $357.66
----------
$7,247,400
TOTAL: $2,145.95
================================ =================== ================= ======================= ================
<FN>
1 Estimated solely for the purpose of calculating the amount of the registration
fee. For Class A common stock, based upon the average of the high and low sale
prices of $3.0625 per share and $3.00 per share, respectively, i.e., an average
of $3.031 per share, as quoted on the Nasdaq Stock Market on October 30, 1998.
For Class B common stock, based upon the average of the bid and asked prices of
$3.00 per share and $3.0625 per share, respectively, i.e., an average of $3.031
per share, as stated on the over-the-counter market on October 30, 1998.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The contents of the initial registration statement pertaining to the
General Communication, Inc. Qualified Employee Stock Purchase Plan filed with
the Securities and Exchange Commission on Form S-8 on April 5, 1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the Commission on Form S-8 on September 27, 1995 (Registration No.
333-8760) are incorporated by reference into this Registration Statement.
Required opinions, consents and signatures are included in this Registration
Statement in accordance with the provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
See Item 1.
Item 4. Description of Securities
See Item 1.
Item 5. Interests of Named Experts and Counsel
See Item 1.
Item 6. Indemnification of Directors and Officers
See Item 1.
Amendment to Registration Statement (S-8) Page 2
<PAGE>
Item 7. Exemption from Registration Claimed
See Item 1.
Item 8. Exhibits
See Exhibit Index and Exhibits at the end of this Registration
Statement.
Item 9. Undertakings
The Company hereby undertakes each and every one of the following:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) (adopted pursuant to the Securities Act of
1933, as amended) if, in the aggregate, the changes
in volume and price represent no more than a 20%
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the registration statement is
on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
Amendment to Registration Statement (S-8) Page 3
<PAGE>
contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;
(2) To agree that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;
(4) To agree that, for purposes of determining any liability under
the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and
where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) incorporated by
reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and
(5) To disclose, in so far as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in that act and is, therefore,
unenforceable; and in the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, to submit,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, to a court of appropriate
jurisdiction the question whether such indemnification by the
Company is against public policy as expressed in that Act and
to be governed by the final adjudication of that issue.
Amendment to Registration Statement (S-8) Page 4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of Anchorage, State of Alaska, on November 2,
1998.
GENERAL COMMUNICATION, INC.
(Registrant)
By: /s/ By: /s/
Ronald A. Duncan John M. Lowber
President and Chief Chief Financial Officer
Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
By: /s/
Alfred J. Walker
Vice President & Chief Accounting
Officer
(Principal Accounting Officer)
Amendment to Registration Statement (S-8) Page 5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ 10/29/98
Ronald A. Duncan Date
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ 10/30/98
Carter F. Page Date
Chairman of the Board and Director
/s/ 10/29/98
Robert M. Walp Date
Vice Chairman of the Board and Director
Donne F. Fisher Date
Director
/s/ 10/29/98
Jeffry C. Garvey Date
Director
John W. Gerdelman Date
Director
/s/ 10/30/98
William P. Glasgow Date
Director
Donald Lynch Date
Director
Larry E. Romrell Date
Director
/s/ 10/30/98
James M. Schneider Date
Director
Amendment to Registration Statement (S-8) Page 6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Municipality of Anchorage,
State of Alaska, on November 2, 1998.
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
By: /s/
Alfred J. Walker
Plan Administrator
Amendment to Registration Statement (S-8) Page 7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FOR THE GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Amendment to Registration Statement (S-8) Page 8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 Instruments defining rights of security holders, including
indentures
4.1 (1) Restated Articles of Incorporation of General
Communication, Inc.
4.2 (2) Bylaws of General Communication, Inc.
4.3.1 (3) Resolutions of Board of Directors of the Company and of
Shareholders of the Company adopted at their December 17,
1986 meetings adopting Qualified Employee Stock Purchase
Plan
4.3.2 Copy of the General Communication, Inc. Revised Qualified
Employee Stock Purchase Plan
4.3.3 (3) Resolution of the Board of Directors of the Company at its
June 4, 1992 meeting adopting certain amendments to the
Plan to bring it into compliance with Rule 16b-3(d)
(Participant Directed Transactions)
4.3.4 (3) Resolution of the Board of Directors of the Company
adopted at its March 24, 1993 meeting adopting certain
amendments to the Plan and re-establishing the Plan as an
employee benefit plan of the Company
4.3.5 (3) Resolution of the Board of Directors of the Company at its
March 24, 1993 meeting authorizing the increase of the
allocation of common stock for acquisition by the Plan and
the registration of the offering of that stock under the
Securities Act of 1933
1/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's annual report on Form 10-K for the year ended
December 31, 1997.
2/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's annual report on Form 10-K for the year ended
December 31, 1992.
3/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's Registration Statement for the Qualified
Employee Stock Purchase Plan (Registration No. 33-60728) filed April 5,
1993.
Amendment to Registration Statement (S-8) Page 9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3.6 (4) Certificate of Secretary on action by Board of Directors at
its October 20, 1994 meeting approving certain amendments
to the Plan to comply with the Tax Reform Act of 1986, as
amended, and to allow for participating eligible employees
to choose investments other than common stock of the
Company; and resolution of the Board adopted at its
December 20, 1994 meeting approving the revised plan
4.3.7 (4) Resolution of the Board of Directors of the Company adopted
at its February 9, 1995 meeting pertaining to an increase
of the number of shares of Class A common stock allocated
to the Plan
4.3.8 (4) Certificate of Secretary on action of Board of Directors
taken without a meeting and with unanimous consent
approving certain additional amendments to the Plan to
comply with the Tax Reform Act of 1986, as amended,
primarily relating to investment responsibility and the
relationship between the Plan Committee and the Trustee;
and the corresponding Minutes of Action and Resolution
(including those amendments) of the Board approving those
amendments effective on September 1, 1995
4.3.9 Certificate of Secretary on action of Board of Directors
taken at a teleconference meeting approving certain
additional amendments to the Plan to relating to gross
income as treated under the Internal Revenue Code of 1986,
as amended; and an excerpt from the corresponding minutes
(including a description of the amendments) of the Board
approving those amendments effective January 1, 1995
4.3.10 Certificate of Secretary on action of Board of Directors
taken at a teleconference meeting approving certain
technical modifications to the Plan as proposed by the
Internal Revenue Service; and an excerpt from the
corresponding minutes (including a description of the
amendments) of the Board approving those amendments
effective January 1, 1996
4/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's registration statement for the Qualified
Employee Stock Purchase Plan (Registration No. 333-8760) filed
September 27, 1995.
Amendment to Registration Statement (S-8) Page 10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.3.11 Certificate of Secretary on action of Board of Directors
taken at a meeting approving certain additional amendments
to the Plan as proposed by the Internal Revenue Service;
and an excerpt from the corresponding minutes (including a
description of the amendments) of the Board approving those
amendments effective June 25, 1997
4.3.12 Certificate of Secretary as to resolution of the Board of
Directors of the Company adopted at its October 30, 1998
meeting pertaining to an increase of the number of shares
of Class A and Class B common stock allocated to the Plan
4.4 (5) Revised Questions and Answers about the Qualified Employee
Stock Purchase Plan (summary plan description),dated
January 1, 1995
4.5.1 (3) IRS Determination on Qualified Employee Stock Purchase Plan
and U.S. Department of Labor comments on ERISA, dated
March 8, 1988
4.5.2 IRS Determinations on Qualified Employee Stock Purchase
Plan, dated March 13, 1996
5 Opinion re legality
5.1 (3) Legal Opinion on Legality of Shares dated March 30, 1993
5.2 (4) Legal Opinion on Legality of Shares dated September 26,
1995
5.3 Legal Opinion on Legality of Shares dated November 2, 1998
15 None
23 Consents of experts and counsel
23.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A
Professional Corporation
23.2 Consent of Harris, Mericle, Wakayama & Mason, a
Professional Limited Liability Company
23.3 Consent of KPMG Peat Marwick LLP
5/ Incorporated by reference and previously filed with the SEC as an
exhibit to the Company's annual report on Form 10K for the year ended
December 31, 1994.
Amendment to Registration Statement (S-8) Page 11
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24 None
99 Additional Exhibits
99.1 (3) Resolution Appointing Plan Administrator
99.2 (3) Resolutions Appointing Plan Committee Members
99.3 (4) Certificate of Secretary on Board of Directors Action
appointing New Plan Committee Member
Amendment to Registration Statement (S-8) Page 12
EXHIBIT 4.3.9
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.9A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its teleconference meeting held on October 20, 1995.
Executed this 30th day of October, 1998 at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998.
/s/
Notary Public in and for Alaska
My Commission Expires: 1-17-01
Amendment to Registration Statement (S-8) Page 13
EXHIBIT 4.3.9A
EXCERPT FROM MINUTES OF OCTOBER 20, 1995
MEETING OF BOARD OF DIRECTORS OF
GENERAL COMMUNICATION, INC.
John Lowber next proposed and the Committee agreed that the definition
of compensation included in the Company's Employee Stock Purchase Plan
be amended so that compensation shall be calculated to include amounts
that are not currently paid to a Participant and not includible in a
Participant's gross income by reason of the application of Code Section
125 and 402(g). The change was incorporated as Amendment Number 2 to
the Revised Qualified Employee Stock Purchase Plan of General
Communication, Inc. The Board adopted the following resolution:
Resolved, that Amendment Number 2 to the General
Communication, Inc. Qualified Employee Stock Purchase Plan
hereby is approved and adopted, effective January 1, 1995.
Amendment to Registration Statement (S-8) Page 14
EXHIBIT 4.3.10
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.10A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its teleconference meeting held on April 12, 1996.
Executed this 30th day of October, 1998 at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998.
/s/
Notary Public in and for Alaska
My Commission Expires: 1-17-01
Amendment to Registration Statement (S-8) Page 15
EXHIBIT 4.3.10A
EXCERPT FROM MINUTES OF APRIL 12, 1996
MEETING OF BOARD OF DIRECTORS OF
GENERAL COMMUNICATION, INC.
John Lowber informed the board that the Employee Stock Purchase Plan
needed to be amended. The plan was reviewed by the IRS in order that
the Plan receive an updated determination letter. The IRS proposed a
number of technical modifications to the plan in order that it comply
with IRS regulations. In addition, there is a desire, in light of the
proposed cable company acquisitions and recent outsourcing agreements,
to allow credit for years of employment with predecessor companies in
order that such new employees not be disadvantaged with respect to
their retirement savings programs. After discussion, the Board adopted
the following resolutions which were designed to address such issues:
RESOLVED, that Amendment Number 3 to the General
Communication, Inc. Qualified Employee Stock Purchase Plan
hereby is approved and adopted, effective January 1, 1989, and
RESOLVED, that Amendment Number 4 to the General
Communication, Inc. Qualified Employee Stock Purchase Plan
hereby is approved and adopted, effective January 1, 1996.
Amendment to Registration Statement (S-8) Page 16
EXHIBIT 4.3.11
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.11A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its meeting held on June 25, 1997.
Executed this 30th day of October, 1998 at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998.
/s/
Notary Public in and for Alaska
My Commission Expires: 1-17-01
Amendment to Registration Statement (S-8) Page 17
EXHIBIT 4.3.11A
EXCERPT FROM MINUTES OF JUNE 25, 1997
MEETING OF BOARD OF DIRECTORS OF
GENERAL COMMUNICATION, INC.
... the Board discussed two proposed amendments to the GCI Employee
Stock Purchase Plan. The first amendment, (amendment number 5)
pertained to adoption of a model amendment proposed by the Internal
Revenue Service. The amendment is required if the plan ever is to or
has received a trustee-to-trustee transfer of assets from a money
purchase pension plan, a target benefit pension plan, or any other
pension plan. GCI's advisors had recommended the amendment be adopted
before June 30, 1997. After discussion, the Board adopted the following
resolution:
RESOLVED, that Amendment Number 5 to the General
Communication, Inc. Qualified Employee Stock Purchase Plan
hereby is approved and adopted.
The second amendment (amendment number 6) was next discussed. Lowber
noted that the amendment was necessary in order to accommodate the sale
of GCI Class A stock by the Plan in order to allow plan participants to
sell up to half of their GCI shares on a one-time basis as part of the
secondary offering on which the Company was currently working. After
discussion, the Board adopted the following resolution:
RESOLVED, that the officers of the Corporation hereby are, and
each of them hereby is, authorized in the name of and on
behalf of the Corporation, to execute and deliver Amendment
Number 6 to the Revised Qualified Employee Stock Purchase Plan
of General Communication, Inc. (the "Amendment") ,
substantially in the form previously circulated to the
directors of the Corporation, with such changes as the
officers of [sic] officer executing the Amendment in the name
and on behalf of the Corporation with the advice of counsel
may deem necessary or desirable, the execution by such
officers or officer to be conclusive evidence that they deemed
such changes to be necessary or desirable.
Amendment to Registration Statement (S-8) Page 18
EXHIBIT 4.3.12
CERTIFICATE OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting Secretary of General
Communication, Inc., an Alaska corporation, do hereby certify and declare that
the resolution of the Board of Directors contained in the minutes of its meeting
attached hereto as Exhibit 4.3.12A is a true and correct copy of that resolution
as contained in those minutes duly adopted by the Board of Directors of General
Communication, Inc. at its teleconference meeting held on October 30, 1998.
Executed this 30th day of October, 1998 at Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By: /s/
John M. Lowber, Secretary
SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998.
/s/
Notary Public in and for Alaska
My Commission Expires: 1-17-01
Amendment to Registration Statement (S-8) Page 19
EXHIBIT 4.3.12A
BOARD RESOLUTION
RESOLVED, that the Board of Directors of General Communication, Inc.
("Company") hereby approves increasing the allocation of additional shares to
the Company's Qualified Employee Stock Purchase Plan ("Plan") as follows ("Plan
Stock"):
(1) Class A -- 2,000,000 shares;
(2) Class B -- 400,000 shares;
RESOLVED FURTHER, that the Board approves filing a registration
statement pursuant to the federal Securities Act of 1933, as amended
("Securities Act") and, in particular, in the format of Form S-8, where such
registration statement will pertain specifically to the registration of the
offer of the Plan Stock and such Plan Stock will be offered or acquired through
the Plan, as amended on this date; and
RESOLVED FURTHER, that the president and other officers of the Company
are directed to take such steps as are necessary to register the offer of the
Plan Stock and otherwise to be in compliance with the Securities Act and other
securities laws.
Amendment to Registration Statement (S-8) Page 20
EXHIBIT 4.5.2
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
450 GOLDEN GATE AVENUE, MS 7-4-01
SAN FRANCISCO, CA 94102
Employer Identification Number:
Date: MAR 13 1996 92-0072737
File Folder Number:
GENERAL COMMUNICATION, INC. 921000549
C/O MICHAEL SANCHEZ, ESQ. Person to Contact:
SHERMAN & HOWARD LLC MING TOM
633 17TH STREET, SUITE 3000 Contact Telephone Number:
DENVER, CO 80202 (415) 522-6057
Plan Name:
GENERAL COMMUNICATION, INC.
EMPLOYEE STOCK PURCHASE PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 1/10/96. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) adopted on
12/20/94.
This determination letter is also applicable for the amendment(s) adopted
on 9/1/95 & 10/24/95.
This determination letter is applicable for the plan adopted on 11/3/87.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 21
<PAGE>
-2-
GENERAL COMMUNICATION, INC.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 22
<PAGE>
-3-
GENERAL COMMUNICATION, INC.
This plan also satisfies the requirements of Code section 401(k).
This is an updated letter.
Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 23
EXHIBIT 5.3
WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT
A PROFESSIONAL CORPORATION
JULIUS J. BRECHT TELEPHONE
CHERYL RAWLS BROOKING (907) 276-6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER ATTORNEYS AT LAW FACSIMILE
ROBERT M. JOHNSON (907) 276-5093
BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600
KENNETH E. VASSAR E-MAIL
MARSHALL T. WHITE ANCHORAGE, ALASKA 99501-2048 [email protected]
ERIC E. WOHLFORTH
OF COUNSEL
PETER ARGETSINGER
November 2, 1998
Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
Re: Opinion As To Legality of Shares To Be Issued Pursuant To
General Communication, Inc. Qualified Employee Stock Purchase
Plan;
Our File No. 618.0625
Dear Mr. Duncan:
You have requested an opinion from this firm on behalf of General
Communication, Inc. ("Company"), in connection with shares of common stock of
the Company ("Shares") to be allocated and issued in conjunction with the
Company's revised Qualified Employee Stock Purchase Plan ("Plan").
It is this firm's understanding that the facts surrounding these
proposed transactions are represented by the Company as follows ("Facts"):
1. The Plan was adopted by the board of directors of the Company
("Board") by resolution at its December 17, 1986 meeting
called and conducted in accordance with the Restated Articles
of Incorporation and Bylaws of the Company ("Articles" and
"Bylaws", respectively), and the Plan was approved by the
Company's then sole shareholder, Western Tele-Communications,
Inc., by resolution at the Company's shareholder meeting held
on December 17, 1986; and the Plan was later amended by the
Board on June 4, 1992 to comply with changes to the federal
Rule 16b-3; on March 24, 1993 the Board approved an increased
allocation of stock to the Plan in the amount of 700,000
shares of Class A common stock and 100,000 shares of Class B
Amendment to Registration Statement (S-8)
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re: Opinion As To Legality of Shares To Be Issued
Pursuant To General Communication, Inc.
Qualified Employee Stock Purchase Plan
November 2, 1998
Page 2
common stock, on October 20, 1994 to comply with the Internal
Revenue Code of 1986, as amended, and The Plan was amended by
the Board to allow participating eligible employees to choose
to invest in securities other than the common stock of the
Company; on February 9, 1995 the Board approved an increased
allocation of stock to the Plan in the amount of 800,000
shares of Class A common stock; on September 1, 1995 the Plan
was amended by the Board to comply with provisions of the
Internal Revenue Code of 1986, as amended, primarily related
to investment responsibility and the relationship between the
Plan Committee and the Trustee; and on October 30, 1998, the
Board approved an increased allocation of stock to the Plan in
the form of the Shares, i.e., 2,000,000 shares of Class A and
400,000 shares of Class B common stock;
2. The Articles provide that the Company has the power to issue
and sell any stock and further expressly provides for the
issuance of Class A common stock and Class B common stock;
3. The Plan provides for the acquisition of Class A and Class B
common stock of the Company by the Plan on behalf of qualified
employees, and there are shares available for issuance by the
Company under the Plan and pursuant to the Articles;
4. The material provisions of the Articles and Bylaws pertaining
to the issuance of Class A common stock and Class B common
stock in effect as of the date of this letter were those in
effect as of October 30, 1998;
5. The Company was incorporated as an Alaska corporation and
received a Certificate of Incorporation dated July 16, 1979
from the Alaska Department of Commerce and Economic
Development;
6. The Company is in good standing with respect to the reporting
and corporation tax requirements of the Alaska Corporations
Code to which the Company is subject, and the Company is
otherwise validly existing as an Alaska corporation pursuant
to the laws of the State of
Amendment to Registration Statement (S-8)
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re: Opinion As To Legality of Shares To Be Issued
Pursuant To General Communication, Inc.
Qualified Employee Stock Purchase Plan
November 2, 1998
Page 3
Alaska with all requisite powers to own property and to
conduct its business in the manner contemplated by the
Articles and Bylaws;
Copies of the Articles and Bylaws, as amended and revised,
respectively, Certificate of Incorporation, as restated, the above referenced
resolutions, and the Plan have been delivered to this firm. We have reviewed
these documents. The Articles provide that the Company is organized for the
purposes of transacting any and all lawful business for which corporations may
be incorporated under the Alaska Corporations Code.
Based upon the foregoing Facts, we are of the opinion as follows.
Assuming due compliance with applicable federal and state securities laws, (1)
the Shares will, when issued through the Plan, represent newly created and
legally issued, fully paid, and non-assessable shares of Class A common stock in
the Company or shares of Class B common stock of the Company, as the case may
be, and (ii) each holder of a Share will be entitled to the benefits of a
shareholder pro rata based on ownership of outstanding shares of the respective
class of common stock of the Company.
This letter must not be quoted or referred to in the Company's
financial statements or provided to persons other than the officers and
directors of the Company without prior consultation with us or our prior written
consent. The firm is aware of the Company's intent to and consents to the use of
this letter as an exhibit in an amendment to Form S-8 registration with the
Securities and Exchange Commission pertaining to the Shares to be allocated to
the Plan.
Sincerely,
WOHLFORTH, ARGETSINGER,
JOHNSON & BRECHT
/s/
Julius J. Brecht
JJB/neb
Amendment to Registration Statement (S-8)
EXHIBIT 23.1
CONSENT OF LEGAL COUNSEL
We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special counsel to
General Communication, Inc. in the preparation of the Prospectus and the
rendering of certain opinions including an opinion as to the legality of the
shares.
WOHLFORTH, ARGETSINGER, JOHNSON
& BRECHT,
A Professional Corporation
/s/
Anchorage, Alaska
November 2, 1998
Amendment to Registration Statement (S-8) Page 27
EXHIBIT 23.2
CONSENT OF LEGAL COUNSEL
We hereby consent to the use, in the Prospectus as outlined in
Securities and Exchange Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.
HARRIS, MERICLE, WAKAYAMA & MASON,
a Professional Limited Liability
Company
/s/
Seattle, Washington
October 30, 1998
Amendment to Registration Statement (S-8) Page 28
EXHIBIT 23.3
KPMG Peat Marwick LLP
601 West Fifth Avenue
Suite 700
Anchorage, AK 99501-2258
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Communication, Inc.:
We consent to the use of our reports, incorporated herein by reference, in the
registration statement.
KPMG PEAT MARWICK LLP
/s/
Anchorage, Alaska
October 29, 1998
Amendment to Registration Statement (S-8) Page 29
