<PAGE>
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)
1. Class A Common Stock: 369385 10 9
2. Class B Common Stock: 369385 20 8
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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)
December 16, 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
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 Nos.
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
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (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 Class A Common Stock 383,363(1)
Number of Shares Power Class B Common Stock 334,704(2)
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Beneficially (8) Shared Class A Common Stock 0
Voting Power Class B Common Stock 0
Owned by Each -------------------------------------------------------------
(9) Sole Class A Common Stock 383,363(1)
Reporting Person Dispositive Class B Common Stock 334,704(2)
Power
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With (10) Shared Class A Common Stock 375,764(1)
Dispositive Class B Common Stock 198,440(2)
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Class A Common Stock 759,127(1)
Class B Common Stock 533,144(2)
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(12) 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)
1.7% of Class A Common Stock
13.1% of Class B Common Stock
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(14) Type of Reporting Person (See Instructions) IN
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(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
Gary Magness hereby amends and supplements the statement on Schedule 13D
(the "Statement") with respect to the following shares of stock of General
Communication, Inc. beneficially owned by Gary 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 December 16, 1998, the Estate of Betsy Magness (the "Betsy Magness
Estate") distributed, pursuant to the Last Will and Testament of Betsy
Magness, its 100% membership interest in Magness Securities, LLC ("Magness
LLC"), 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. Magness LLC directly holds 177,324 shares of Class A
Common Stock and 198,440 shares of Class B Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership interest in
Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as the beneficiaries
entitled thereto. The Betsy Magness Estate does not hold any shares of Class
A Common Stock or Class B Common Stock as to which there is sole or shared
power to vote or dispose of shares.
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses
the sole power to vote the 177,324 shares of Class A Common Stock and 198,440
shares of Class B Common Stock held directly by Magness LLC, and Kim Magness,
together with Gary Magness, possess shared power to direct the disposition of
the 177,324 shares of Class A Common Stock and 198,440 shares of Class B
Common Stock held directly by Magness LLC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby deleted in its entirety and replaced
with the following:
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(a) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
- -------------- -------------------- -------------- ---------------
<S> <C> <C> <C>
4.3%
Class A Common Stock 759,127(2)(3)(4) 1.7%
Class B Common Stock 533,144(2)(3)(4) 13.1%
</TABLE>
(1) Based on 45,648,021 shares of Class A Common Stock and 4,062,460 shares
of Class B Common Stock outstanding on October 31, 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. Gary Magness is entitled to vote 383,683 shares of
Class A Common Stock (assuming conversion of the Class B Common Stock)
and 334,704 shares of Class B Common Stock. Accordingly, when these
classes of stock are aggregated, Gary Magness may be deemed to currently
beneficially own voting equity securities representing approximately
4.3% of the voting power with respect to a general election of directors
of the Company.
(3) On December 16, 1998, the Betsy Magness Estate distributed, pursuant to
the Last Will and Testament of Betsy Magness, its 100% membership
interest in Magness LLC, 50% to Kim Magness and 50% to Gary Magness, as
the beneficiaries entitled thereto. Accordingly, as a holder of a 50%
membership interest in Magness LLC sharing with Kim Magness certain
dispositive power over the Company Securities held by Magness LLC, the
following shares beneficially owned by the Magness LLC are reflected in
full in Gary 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 all Class B
Common Stock into Class A Common Stock. SEE footnote 2 to this Item
5(a) for an explanation of the convertibility of Class B Common Stock
into shares of Class A Common Stock.
(4) 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.
Item 5(b) of the Statement is hereby deleted in its entirety and replaced
with the following:
(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:
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<TABLE>
<CAPTION>
Sole Voting Shared Voting
Class of Security Power Power
----------------- ---------- ------------
<S> <C> <C>
Class A Common Stock 383,363 0
Class B Common Stock 334,704 0
</TABLE>
<TABLE>
<CAPTION>
Sole Shared
Dispositive Dispositive
Class of Security Power Power(1)
----------------- ----------- ------------
<S> <C> <C>
Class A Common Stock 383,363 375,764
Class B Common Stock 334,704 198,440
</TABLE>
(1) Pursuant to an oral agreement with Kim Magness, Gary Magness shares
dispositive power over the securities held by Magness LLC with its
manager, Kim Magness. See Item 6 below.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
Kim Magness, as the manager of Magness LLC, has sole power to vote and
shared power to dispose of the securities directly held by Magness LLC.
Pursuant to an oral agreement between Kim Magness and Gary Magness, Kim
Magness may dispose of Magness LLC's securities provided that Gary Magness
has the right to veto any proposed disposition of a material amount of the
securities directly held by Magness LLC. Therefore, Kim Magness possesses
the sole power to vote the 177,324 shares of Class A Common Stock and 198,440
shares of Class B Common Stock held directly by Magness LLC, and Kim Magness,
together with Gary Magness, possess shared power to direct the disposition of
the 177,324 shares of Class A Common Stock and 198,440 shares of Class B
Common Stock held directly by Magness LLC.
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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: March 13, 1999
/s/ Gary Magness
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Gary Magness
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