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)
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 20 8
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only).
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)
OO
(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),(3),(6)
(9) Sole Dispositive Power None
(10) Shared Dispositive Power 459,995 (4)
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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 4 and 6 of this Statement. Does not include shares purchased by the
Company's Qualified Stock Purchase Plan for the benefit of Mr. Duncan as
described in Item 5 of this Statement.
3 Each share of Class B common stock entitles the holder to ten votes in a
matter submitted to the shareholders for a vote.
4 Includes shares purchased by the Company's Qualified Stock Purchase Plan
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 AMENDMENT NO. B/6 PAGE 2
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
11,807,925 (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).
23.8% (4),(5),(6),(7)
(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.
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
B 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.
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5 Includes shares gifted by Mr. Duncan to a trust as described in Item 5 of
this Statement.
6 Includes 861,462 shares of Class A Common Stock and 453,751 shares of
Class B Common Stock to which Mr. Duncan has a pecuniary interest and includes
10,163,965 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.
7 A percentage of the combination of Class A and Class B shares
outstanding.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/6 PAGE 3
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(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.
On March 31, 1998 ("Event Date"), Mr. 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. Duncan 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. Duncan's Schedule 13D, (Amendment No. 5-B) 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. Duncan's Schedule 13D (Amendment No. 5-B). 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 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 13D - DUNCAN AMENDMENT NO. B/6 PAGE 4
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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 B Common
Stock in which he has a pecuniary interest. Mr. Duncan 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. Duncan.
Item 3. Source and Amount of Funds or Other Considerations.
The funds used to pay off the Duncan Loan and release the Pledged Stock
from the pledge under the Pledge Agreement were obtained by Mr. Duncan through
his margin account at Paine Webber. The Pledged Stock released by the Company
was then used to secure that margin account loan. A portion of that Pledged
Stock (220,043 shares of Class B common stock) was later released as collateral
on that margin account and pledged in conjunction with a later unrelated
personal loan ("Pledged Class B Shares"). That loan is further described in Item
5(b).
No personal funds were expended by Mr. Duncan to accomplish the
amendment of the Voting Agreement.
Item 4. Purpose of Transaction.
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. 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;
(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;
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/6 PAGE 5
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(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 a member 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 Company Common Stock, 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 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 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 Class B Common Stock and Class A Common Stock in
which Mr. Duncan has a pecuniary interest as described in this Statement.
The aggregate number and percentage of securities (Class B Common
Stock) beneficially owned by Mr. Duncan as of the Record Date were 468,237
shares and 11.5%, respectively.
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/6 PAGE 6
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These securities consisted of the following: (1) 453,751 shares which are
subject to the Voting Agreement; (2) 6,244 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 (3) 8,242 shares held by 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. Mr. Duncan is not a trustee or other officer,
employee, or agent of the trust nor does he exercise any voting, investment, or
dispositive powers over the investments of the Amanda Miller Trust, other than
should all beneficiaries die before Ms. Miller reaches age 21, the property of
the trust reverts to Mr. Duncan. These aggregate shares do not include shares
held by Ms. Bowman, individually, to which shares 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.
To the best knowledge and belief of Mr. Duncan, the aggregate number
and percentage of securities (Class B Common Stock) beneficially owned by other
Parties (as defined in Item 2 of this Statement) to the Voting Agreement were,
as of the Record Date as follows: (1) Mr. Walp - 303,457 shares (not including
total holdings of 373,845 shares of Class A Common Stock in which he has a
pecuniary interest) and 7.5%; and (2) MCI - 1,275,791 shares (not including
holdings of 8,251,509 shares of Class A Common Stock in which MCI has a
pecuniary interest) and 31.4%.
(b) The number of shares of Class B Common Stock as to which the
following apply to Mr. Duncan are as follows (not including 1,175,723 shares of
Class A Common Stock as to which Mr. Duncan 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. Duncan has a pecuniary interest); (2) shared power to vote or to
direct the vote -- 468,237 shares; (3) sole power to dispose or to direct the
disposition -- none; and (4) shared power to dispose or to direct the
disposition -- 459,995 shares.
Mr. Duncan 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.
Walp; and (2) MCI.
Mr. Duncan shares the power to dispose of the securities identified in
the previous paragraph as follows: (1) 6,244 shares held by the Stock Purchase
Plan for the benefit of Mr. Duncan; (2) 233,708 shares issued pursuant to
certain warrants, all of which shares are subject to a security agreement
("Security Agreement"); and (3) all of the Pledged Class B Shares, i.e., 220,043
shares of Class B common stock.
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 the Security Agreement, 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 business address for WSMC is
5619 DTC Parkway, Englewood, Colorado 80111. In September, 1998, the Pledged
Class B Shares were pledged to a guarantor on an unsecured loan made to Mr.
Duncan by a bank. The purpose of that loan was for the personal
SCHEDULE 13D - DUNCAN AMENDMENT NO. B/6 PAGE 7
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requirements of Mr. Duncan and unrelated to acquiring, holding, trading or
voting stock or other securities of the Company. The guarantor on the unsecured
loan shares the power of disposing of the Pledged Class B Shares with Mr. Duncan
and is Donne F. Fisher of Fisher Capital, 9781 Meridian Boulevard, Suite 200,
Englewood, Colorado 80112. Mr. Fisher is a United States citizen and has served
as a director of the Company since 1980. He has acted as a consultant to TCI
since January 1996 and as a director of TCI since 1980. Neither the Stock
Purchase Plan nor WSMC (to the best information and belief of Mr. Duncan), nor
the guarantor on the loan involving the Pledged Class B Shares (to the best
information and believe of Mr. Duncan) has been convicted in a criminal
proceeding nor been a party to civil proceedings regarding state or federal
securities law. The Amanda Miller Trust is described in Item 4 of this
Statement.
(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 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 4-B to Mr.
Duncan'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 - DUNCAN AMENDMENT NO. 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
November 20, 1998.
Name/Title
/s/
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 AMENDMENT NO. B/6 PAGE 9
