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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
General Communication, Inc.
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(NAME OF ISSUER)
1. Class A Common Stock, no par value ("Class A Common Stock")
2. Class B Common Stock, no par value ("Class B Common Stock")
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(TITLE OF CLASS OF SECURITIES)
<TABLE>
<S> <C>
1. Class A Common Stock: 369385 10 9
2. Class B Common Stock: 369385 20 8
</TABLE>
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(CUSIP NUMBER)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
May 29, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that 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).
Exhibit Index on Page A-1
Page 1 of 6
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CUSIP Nos.
<TABLE>
<S> <C>
Class A Common Stock: 369385 10 9
Class B Common Stock: 369385 20 8
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Gary Magness Irrevocable Trust
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
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3) SEC Use Only
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4) Source of Funds (See Instructions) N/A. SEE Item 3 below.
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization Colorado
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7) Sole Voting Power Class A Common Stock 348,638(1)
Class B Common Stock 310,304(2)
Number of Shares --------------------------------------------------------------------------------------------------
8) Shared Voting Power Class A Common Stock 0
Beneficially Class B Common Stock 0
Owned by Each --------------------------------------------------------------------------------------------------
9) Sole Dispositive Power Class A Common Stock 348,638(1)
Reporting Person Class B Common Stock 310,304(2)
With --------------------------------------------------------------------------------------------------
10) Shared Dispositive Power Class A Common Stock 0
Class B Common Stock 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
Class A Common Stock 348,638(1)
Class B Common Stock 310,304(2)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / /
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13) Percent of Class Represented by Amount in Row (11)
0.8% of Class A Common Stock
7.6% of Class B Common Stock
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14) Type of Reporting Person (See Instructions) OO
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</TABLE>
(1) Class B Common Stock is convertible at any time on a
one-for-one basis into Class A Common Stock. SEE Item 5 below. The
numbers of shares of Class A Common Stock shown in rows 7 through 11
above assume that the shares of Class B Common Stock shown in rows 7
through 11 above have been converted into shares of Class A Common
Stock.
(2) SEE Item 5.
Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as follows:
1. General Communication, Inc. Class A Common Stock, no par value ("Class A
Common Stock"); and
2. General Communication, Inc. Class B Common Stock, no par value ("Class B
Common Stock").
The issuer of the Class A Common Stock and Class B Common Stock
(collectively, the "Company Securities") is General Communication, Inc. (the
"Company") whose principal executive offices are located at 2550 Denali Street,
Suite 1000, Anchorage, Alaska 99503.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed on behalf of the Gary Magness Irrevocable
Trust (the "Gary Magness Trust"). Gary Magness is the sole trustee and primary
current beneficiary of the Gary Magness Trust which directly owns Company
Securities. Gary Magness and Kim Magness are co-personal representatives of the
Estate of Bob Magness (the "Bob Magness Estate").
(b) The business address of the Gary Magness Trust is c/o Raymond L.
Sutton, Jr., Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver,
Colorado 80203.
(c) The filing person has no occupation or employment.
(d) The filing person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The filing person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
(f) The Gary Magness Trust is administered in the State of Colorado.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Gary Magness is the sole trustee and primary current beneficiary of the
Gary Magness Trust. On May 29, 1998, the Bob Magness Estate distributed pursuant
to the Last Will and Testament of Bob Magness to the Gary Magness Trust 38,334
shares of Class A Common Stock and 310,304 shares of Class B Common Stock as the
beneficiary entitled thereto.
ITEM 4. PURPOSE OF TRANSACTION
Gary Magness is the sole trustee and primary current beneficiary of the
Gary Magness Trust. On May 29, 1998, the Estate of Bob Magness (the "Bob Magness
Estate") distributed pursuant to the Last Will and Testament of Bob Magness to
the Gary Magness Trust 38,334 shares of Class A Common Stock and 310,304 shares
of Class B Common Stock as the beneficiary entitled thereto.
Page 3 of 6
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The filing person does not have any present plan or proposal that relates
to or would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company; except that, although there is
no present plan or proposal to dispose of the Company Securities, the trustee
intends to sell or otherwise dispose of the Company Securities (i) as may be
required to pay the expenses of administration and other liabilities of the Gary
Magness Trust, including the Gary Magness Trust tax liabilities, (ii) as may be
required of the trustee in fulfillment of his fiduciary duties to the Gary
Magness Trust, and (iii) as may be required to effect the distribution of the
assets of the Gary Magness Trust to the beneficiaries of the Gary Magness Trust;
(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
of term of directors or to fill any existing vacancies on the 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;
(g) changes in the Company's certificate of incorporation or bylaws 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) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
<TABLE>
<CAPTION>
TOTAL
AMOUNT AND NATURE OF PERCENT OF VOTING
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) POWER(1)
-------------- -------------------- -------------- --------
<S> <C> <C> <C>
3.7%
Class A Common Stock 348,638(2)(3) 0.8%
Class B Common Stock 310,304(2)(3) 7.6%
</TABLE>
Page 4 of 6
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(1) Based on 45,341,813 shares of Class A Common Stock and 4,062,520 shares of
Class B Common Stock outstanding on April 30, 1998.
(2) Class B Common Stock is convertible at any time on a one-for-one basis into
Class A Common Stock. The number of shares of Class A Common Stock shown in
this Item 5 assume that the shares of Class B Common Stock have been fully
converted into shares of Class A Common Stock.
In addition, each share of Class B Common Stock is entitled to 10 votes per
share and each share of Class A Common Stock is entitled to one vote per
share. Accordingly, when these classes of stock are aggregated, the Gary
Magness Trust may be deemed to currently beneficially own voting equity
securities representing approximately 3.7% of the voting power with respect
to a general election of directors of the Company.
(3) Gary Magness is the sole trustee and primary current beneficiary of the
Gary Magness Trust. Accordingly, the following shares beneficially owned by
the Gary Magness Trust are reflected in full in Gary Magness' share
information (i) 348,638 shares of the Class A Common Stock, and (ii)
310,304 shares of the Class B Common Stock. The foregoing share numbers
assume the conversion in full of the shares of Class B Common Stock into
shares of Class A Common Stock. SEE footnote 2 to this Item 5(a) for an
explanation of the convertibility of the shares of Class B Common Stock
into shares of Class A Common Stock.
(b) The following indicates for the filing person the number of shares of
Company Securities as to which there is sole or shared power to vote
or dispose of the shares:
<TABLE>
<CAPTION>
Class of Security Sole Power Shared Power
----------------- ---------- ------------
<S> <C> <C>
Class A Common Stock 348,638 0
Class B Common Stock 310,304 0
</TABLE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days by the persons named in Item 5(a)
above.
(d) No person is known by the filing person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Company Securities identified in this Item 5.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are presently no contracts, arrangements, understandings or
relationship between the filing person and other persons with respect to the
Class A Common Stock and Class B Common Stock beneficially owned by the filing
person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 5 of 6
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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.
Dated: October 8, 1998
GARY MAGNESS IRREVOCABLE TRUST
/s/ Gary Magness
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By: Gary Magness, Trustee
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