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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
October 8, 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
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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)
Kim Magness
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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 U.S.A.
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7) Sole Voting Power Class A Common Stock 755,202(1)
Class B Common Stock 534,544(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 755,202(1)
Reporting Person Class B Common Stock 534,544(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 755,202(1)
Class B Common Stock 534,544(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)
1.6% of Class A Common Stock
13.2% of Class B Common Stock
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14) Type of Reporting Person (See Instructions) IN
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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.
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ITEM 1. SECURITY AND ISSUER
Kim Magness, hereby amends and supplements the statement on Schedule 13D
(the "Statement") with respect to the following shares of stock of General
Communications, Inc. beneficially owned by Kim Magness:
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and supplemented by adding the
following:
On October 8, 1998, the Estate of Betsy Magness (the "Betsy Magness
Estate") transferred, among other securities, the following Company Securities
(representing all the Company Securities held by the Betsy Magness Estate) to
Magness Securities, LLC (the "Magness LLC") in exchange for a 100% membership
interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
177,324 Class A Common Stock
198,440 Class B Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness and the
Betsy Magness Estate are deemed to beneficially own such Company Securities and
maintain sole voting power and dispositive power.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange for
a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
SHARES CLASS
------ -----
<S> <C>
177,324 Class A Common Stock
198,440 Class B Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness and the
Betsy Magness
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Estate are deemed to beneficially own such Company Securities and maintain sole
voting power and dispositive power.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Footnote 1 to Item 5(a) of the Statement is hereby deleted in its entirety
and replaced with the following:
(1) Based on 45,397,961 shares of Class A Common Stock and 4,062,520 shares of
Class B Common Stock outstanding on July 31, 1998.
Footnote 2 to Item 5(a) of the Statement is hereby deleted in its entirety
and replaced with the following:
(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, Kim Magness
may be deemed to currently beneficially own voting equity securities
representing approximately 6.5% of the voting power with respect to a
general election of directors of the Company.
On October 8, 1998, the Betsy Magness Estate transferred, among other
securities, the following Company Securities (representing all the Company
Securities held by the Betsy Magness Estate) to the Magness LLC in exchange
for a 100% membership interest in the Magness LLC:
<TABLE>
<CAPTION>
Shares Class
------ -----
<S> <C>
177,324 Class A Common Stock
198,440 Class B Common Stock
</TABLE>
As the manager of the Magness LLC and personal representative of the Betsy
Magness Estate, which is the sole member of the Magness LLC, Kim Magness
and the Betsy Magness Estate are deemed to beneficially own such Company
Securities and maintain sole voting power and dispositive power.
Footnote 3 to Item 5(a) of the Statement is hereby deleted in its entirety
and replaced with the following:
(3) Kim Magness is the personal representative of the Betsy Magness Estate and
the manager of the Magness LLC. Accordingly, the following shares held
directly by the Magness LLC and beneficially owned by the Betsy Magness
Estate are reflected in full in Kim Magness' share information: (i) 375,764
shares of Class A Common Stock, and (ii) 198,440 shares of 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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
/s/ Kim Magness
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Kim Magness
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