SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 10-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)
March 31, 1998
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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
Beneficially Owned (7) Sole Voting Power None
by Each Reporting
Person With: (1) (8) Shared Voting Power 11,479,178 (2)
(9) Sole Dispositive Power 335,616
(10) Shared Dispositive Power 38,229 (3)
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1 As of October 30, 1998 ("Record Date").
2 All of these shares are subject to the Voting Agreement as described in
Items 2, 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 335,616 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 10,842,513 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.
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.
SCHEDULE 13D - WALP CLASS A/10 PAGE 2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
11,519,815 (3),(4)
(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).
23.2% (3),(4),(5)
(14) Type of Reporting Person (See Instructions).
IN
Item 1. Security and Issuer.
This amendment no. 10-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 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.
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4 Includes 373,845 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
10,842,513 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.
5 A percentage of the combination of Class A and Class B shares
outstanding.
SCHEDULE 13D - WALP CLASS A/10 PAGE 3
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(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.
On March 31, 1998 ("Event Date"), Ronald A. Duncan paid off the
$500,000 loan from the Company ("Duncan Loan") and accrued interest on it in the
amount of $171,929, in return for which the Company canceled the corresponding
outstanding Promissory Note and Pledge Agreement. Under the Pledge Agreement,
Mr. Duncan had pledged a total of 2,957 shares of Company Class A and 220,043
shares of Company Class B Common Stock ("Pledged Stock").
As of the Event Date, Mr. Walp remained a party to the voting agreement
dated October 31, 1996 which was later amended effective December 5, 1997
("Voting Agreement"). That amendment to the agreement, adopted by the parties to
it ("Voting Group") documented the earlier removal of two parties to the
agreement, i.e., TCI GCI, Inc. ("TCI") as disclosed in the previous amendment to
Mr. Walp's Schedule 13D, (Amendment No. 9-A) and Prime II Management, L.P., a
Delaware limited partnership ("Prime Management"). The amendment also requires
the remaining parties to vote for one nominee to the Company's board of
directors ("Board") proposed by Prime Management. That is, through that
amendment, the parties agreed to allow Prime Management to recommend one nominee
to the Board for so long as the Prime Management Agreement is in full force and
effect and to vote for that nominee notwithstanding Prime Management's no longer
being a party to the agreement. The Prime Management Agreement was entered into
between the Company and Prime Management to manage certain cable television
systems acquired by the Company in October 1996. The Prime Management Agreement
has a term of nine years, but either party may terminate the agreement in its
discretion after October 31, 1998.
Prior to the amendment to the Voting Agreement, Prime Management had
acted as the agent for a number of shareholders of the Company as described in
the previous amendment to Mr. Walp's Schedule 13D (Amendment No. 9-A). As of the
Event Date, the members of the Voting Group were as follows: (1) Mr. Duncan; (2)
Robert M. Walp; and (3) MCI Telecommunications Corporation. On September 14,
1998, MCI Communications Corporation, the parent of MCI Telecommunications
Corporation, was acquired by Worldcom, Inc. with the surviving entity named MCI
Worldcom, Inc. ("MCI").
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. 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
SCHEDULE 13D - WALP CLASS A/10 PAGE 4
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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 matters which have
caused the amendment to Mr. Walp's Schedule 13D as contained in the Statement.
Item 4. Purpose of Transaction.
It is Mr. Walp's understanding that the Duncan Loan was paid off to
release the Pledged Stock from the pledge under the Pledge Agreement. The Voting
Agreement was amended to document the removal of TCI and Prime Management as
parties to that agreement and to document the promise of the remaining parties
to vote for one nominee to the Board proposed by Prime Management during the
time period specified in the amendment.
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;
(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;
SCHEDULE 13D - WALP CLASS A/10 PAGE 5
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(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. As of the Record Date, the parties to the
Voting Agreement beneficially own directly 11,848,562 shares of Company common
stock or approximately 23.8% of the outstanding common stock of the Company,
2,047,485 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 Record Date were 373,845 shares
and 0.8% respectively. These securities consisted of the following: (1) 335,616
shares held by Mr. Walp; and (2) 38,229 shares (not including 2,408 shares of
Class B Common Stock) held for the benefit of Mr. Walp by virtue of his
participation 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 2 of this Statement) to the Voting
Agreement were, as of the Record Date, as follows: (1) Mr. Duncan - 1,175,723
shares (not including total holdings of 468,237 shares of Class B Common Stock
in which he has a pecuniary interest) and 2.6%; and (2) 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 18.1%.
SCHEDULE 13D - WALP CLASS A/10 PAGE 6
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(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 -- 335,616
shares ; (3) sole power to dispose or to direct the disposition -- 335,616
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 two other persons, pursuant to the Voting Agreement
described in Items 2, 4 and 6 of this Statement, as follows: (1) Mr. Duncan; and
(2) MCI.
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.
(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 (subsequently amended as of December 5,
1997) 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 and Prime Management no longer have voting
rights under the Voting Agreement.
Item 7. Material to be Filed as Exhibits.
None.
SCHEDULE 13D - WALP CLASS A/10 PAGE 7
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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
November 18, 1998.
Name/Title
/s/
ROBERT M. WALP
Vice Chairman
General Communication, Inc.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement 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 statement, 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 statement 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/10 PAGE 8
