OWNERSHIP OF COMPANY
Principal Shareholders
The following table sets forth, as of the Record Date, certain
information regarding the beneficial ownership of Company Class A common stock
and Class B common stock by each of the following:
1. Each person known by the Company to beneficially own 5% or
more of the outstanding shares of Class A common stock or
Class B common stock
2. Each director of the Company
3. Each of the Named Executive Officers
4. All current executive officers and directors of the Company as
a group
All information with respect to beneficial ownership has been furnished to the
Company by the respective shareholders of the Company.
<TABLE>
<CAPTION>
Amount and Combined
Nature of % of Total Shares Voting
Name and Address of Title of Beneficial Outstanding Power
Beneficial Owner (1) Class Ownership (#) % of Class (%) (Class A & B) (%) (Class A & B) (%)
- ------------------------ ------- --------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Parties to Voting
Agreement:
MCI WorldCom (2) Class A 8,251,509 18.0 19.1 24.3
515 East Amite Street Class B 1,275,791 31.5
Jackson, MS 39201-2702
Ronald A. Duncan (2) Class A 967,887 (3) 2.1 2.9 6.5
Class B 460,002 (3) 11.4
Robert M. Walp (2) Class A 373,845 (4) * 1.4 4.0
Class B 303,457 (4) 7.5
Aggregate Shares Subject Class A 9,448,587 (5) 20.1 (5) 23.0 (5) 34.5 (5)
to Voting Agreement Class B 2,030,591 (5) 50.1 (5)
GCI Qualified Employee Stock Class A 2,806,748 6.1 5.9 4.9
Stock Purchase Plan Class B 137,782 3.4
2550 Denali St., Ste. 1000
Anchorage, AK 99503
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Combined
Nature of % of Total Shares Voting
Name and Address of Title of Beneficial Outstanding Power
Beneficial Owner (1) Class Ownership (#) % of Class (%) (Class A & B) (%) (Class A & B) (%)
- ------------------------ ------- --------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Kim Magness Class A 258,992 (6,7) * 2.2 10.1
c/o Raymond L. Sutton, Jr. Class B 844,848 (6,7) 20.8
303 East 17th Ave., Ste. 1100
Denver, CO 80203-1264
Gary Magness Class A 264,317 (6,7) * 2.2 10.1
c/o Raymond L. Sutton, Jr. Class B 843,448 (6,7) 20.8
303 East 17th Ave., Ste. 1100
Denver, CO 80203-1264
************************************************************************************************************************************
************************************************************************************************************************************
(THE FOLLOWING IS OWNERSHIP INFORMATION ADDED TO THE PROXY STATEMENT FOR THE GENERAL COMMUNICATION, INC. 1999
ANNUAL MEETING OF SHAREHOLDERS)
Dimensional Fund Advisors, Inc. Class A 3,365,500 7.3 6.7 3.9
1299 Ocean Ave., 11th Floor Class B --- ---
Santa Monica, CA 90401
Merrill Lynch Asset Management Class A 2,951,600 6.4 5.9 3.4
Group Class B --- ---
World Financial Center, North
Tower
250 Vesey Street
New York, New York 10381
Wellington Management Company, Class A 2,675,800 5.8 5.4 3.1
LLP Class B --- ---
75 State Street
Boston, MA 02109
(THE ABOVE INFORMATION UP TO THE ASTERISKS HAS BEEN ADDED TO THE PROXY STATEMENT
FOR GENERAL COMMUNICATION, INC.)
************************************************************************************************************************************
************************************************************************************************************************************
William C. Behnke Class A 146,488 (8) * * *
Class B --- ---
Ronald R. Beaumont Class A --- --- --- ---
Class B --- ---
Donne F. Fisher Class A 349,835 (9,10) * 1.6 5.5
Class B 437,688 (9,10) 10.8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Combined
Nature of % of Total Shares Voting
Name and Address of Title of Beneficial Outstanding Power
Beneficial Owner (1) Class Ownership (#) % of Class (%) (Class A & B) (%) (Class A & B) (%)
- ------------------------ ------- --------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
William P. Glasgow Class A 22,085 (11) * * *
Class B --- ---
G. Wilson Hughes Class A 513,046 (12) 1.1 1.0 *
Class B 2,763 (12) *
John M. Lowber Class A 331,003 (13) * * *
Class B 6,287 (13) *
Stephen R. Mooney Class A --- --- --- ---
Class B --- ---
Carter F. Page Class A 83,987 (9,14) * * 2.5
Class B 198,246 5.2
Larry E. Romrell Class A --- --- * *
Class B 328 *
James M. Schneider Class A 42,500 (9) * * *
Class B --- ---
Dana L. Tindall Class A 196,044 (15) * * *
Class B 3,820 (15) *
All Directors and Executive Class A 3,376,970 (16) 7.2 9.5 21.0
Officers As a Group Class B 1,489,772 (16) 37.0
(14 Persons)
<FN>
- ------------------------
* Represents beneficial ownership of less than 1% of the corresponding class of
common stock.
1 Beneficial ownership is determined in accordance with Rule 13d-3 of the
Exchange Act. Shares of common stock of the Company that a person has the
right to acquire within 60 days of the Record Date are deemed to be
beneficially owned by such person and are included in the computation of the
ownership and voting percentages only of such person. Each person has sole
voting and investment power with respect to the shares indicated except as
otherwise stated in the footnotes to the table.
<PAGE>
2 Each of these persons is a party to Voting Agreement and can be deemed a
beneficial owner of all of the 2,030,591 shares of Class A common stock and
9,448,587 shares of Class B common stock that are subject to the Voting
Agreement. See, within this section, "--Changes in Control." MCI WorldCom
reported shared voting and investment power with respect to shares held by it
that are subject to the Voting Agreement. Messrs. Duncan and Walp reported
shared voting power with respect to shares held by each of them that were
subject to the Voting Agreement.
3 Includes 106,425 shares of Class A common stock and 6,251 shares of Class B
common stock allocated to Mr. Duncan under the Stock Purchase Plan. Does not
include 195,331 shares of Class A common stock held by the Company in
treasury pursuant to deferred compensation agreements with the Company. See,
"Management of Company: Executive Compensation." Does not include 18,560
shares of Class A common stock or 8,242 shares of Class B common stock held
by the Amanda Miller Trust, with respect to which Mr. Duncan has no voting or
investment power. Does not include 5,760 shares of Class A common stock or
27,020 shares of Class B common stock held by Dani Bowman, Mr. Duncan's wife,
of which Mr. Duncan disclaims beneficial ownership.
4 Includes 38,229 shares of Class A common stock and 2,408 shares of Class B
common stock allocated to Mr. Walp under the Stock Purchase Plan.
5 Does not include shares allocated to Messrs. Duncan and Walp under the Stock
Purchase Plan.
6 Includes 76,688 shares of Class A and 620,608 shares of Class B common stock
owned by Magness FT Investment Company, LLC of which Mr. Magness owns a 50%
interest.
7 Includes 177,324 shares of Class A and 198,440 shares of Class B common stock
owned by Magness Securities, LLC of which Mr. Magness owns a 50% interest.
8 Includes 120,000 shares which Mr. Behnke has the right to acquire within 60
days of the Record Date by the exercise of vested stock options. Does not
include 9,055 shares of Company Class A common stock held in treasury by the
Company pursuant to the Behnke deferred compensation agreement.
9 Includes 12,500 shares of Company Class A common stock each to Messrs.
Fisher, Page, and Schneider which they each respectively have the right to
acquire within 60 days of the Record Date by the exercise of respective stock
options.
10 Includes 300,200 shares of Class A and 225,000 shares of Class B common stock
owned by Fisher Capital Partners, Ltd., the corporate general partner of
which is controlled by Mr. Fisher.
11 Does not include shareholdings of Prime II Management, Inc. and its affiliate
Prime Management, whose shareholdings included 278,031 shares of Company
Class A common stock and a warrant to purchase 425,000 shares of Class A
common stock, and does not include 158 shares beneficially owned by minor
children of Mr. Glasgow. Mr. Glasgow claims not to have or share investment
control of the shares held by these entities, and he disclaims any beneficial
ownership of the shares held by these entities or held by his children.
12 Includes 430,000 shares of Class A common stock which Mr. Hughes has the
right to acquire within 60 days of the Record Date by the exercise of vested
stock options. Includes 39,046 shares of Class A common stock and 2,763
shares of Class B common stock allocated to Mr. Hughes under the Stock
Purchase Plan. Does not include 37,437 shares of Class A common stock held in
treasury by the Company pursuant to the Hughes Agreement. See, "Management of
Company: Employment and Deferred Compensation Agreements."
13 Includes 190,000 shares which Mr. Lowber has the right to acquire within 60
days of the Record Date by the exercise of vested stock options. Includes
33,358 shares of Class A common stock and 6,017 shares of Class B common
stock allocated to Mr. Lowber under the Stock Purchase Plan.
14 Does not include 8,550 shares of Class A common stock held in trust for the
benefit of Mr. Page's grandchildren of which Mr. Page disclaims beneficial
ownership. The trustee of the trust is Keith Page, Mr. Page's son.
15 Includes 150,000 shares which Ms. Tindall has the right to acquire within 60
days of the Record Date by the exercise of vested stock options. Includes
45,785 shares of Class A common stock and 3,820 shares of Class B common
stock allocated to Ms. Tindall under the Stock Purchase Plan.
- ------------------------
</FN>
</TABLE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
General Communication, Inc.
................................................................................
(Name of Registrant as Specified in Its Charter)
N/A
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:.......
2) Aggregate number of securities to which transaction applies:..........
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fees is calculated and state how it was determined):...........
4) Proposed maximum aggregate value of transaction:......................
5) Total fee paid:.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee if offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:...............................................
2) Form, Schedule or Registration Statement No.:.........................
3) Filing Party:.........................................................
4) Date Filed:...........................................................
