<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
March 5, 1999
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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).
Page 1 of 6
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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 Irrevocable Trust
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
- -------------------------------------------------------------------------------
(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 Class A Common Stock 0
Number of Shares Power Class B Common Stock 0
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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 0
Reporting Person Dispositive Class B Common Stock 0
Power
With -------------------------------------------------------------
(10) Shared Class A Common Stock 0
Dispositive Class B Common Stock 0
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Class A Common Stock 0
Class B Common Stock 0
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0% of Class A Common Stock
0% of Class B Common Stock
- -------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) 00
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Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
Gary Magness, as the sole trustee and current beneficiary of the Gary
Magness Irrevocable Trust (the "Gary Magness Trust"), 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 the Gary Magness Trust:
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 at the end thereof:
On March 3, 1999, each of the Kim Magness Irrevocable Trust (the "Kim
Magness Trust") and the Gary Magness Trust transferred the following Company
Securities (representing all the Company Securities held by each of the Kim
Magness Trust and the Gary Magness Trust), among other consideration, to
Magness FT Investment Company LLC ("FT LLC") in exchange for a 50% membership
interest in FT LLC to each of the Kim Magness Trust and the Gary Magness
Trust:
<TABLE>
<CAPTION>
SHARES CLASS
- ------ -----
<S> <C>
76,668 Class A Common Stock
620,608 Class B Common Stock
</TABLE>
On March 5, 1999, the Kim Magness Trust and the Gary Magness Trust
distributed its respective membership interest in FT LLC to Kim Magness and
Gary Magness, respectively, as the beneficiaries entitled thereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
On March 3, 1999, each of the Kim Magness Trust and the Gary Magness
Trust transferred the following Company Securities (representing all the
Company Securities held by each of the Kim Magness Trust and the Gary Magness
Trust), among other consideration, to FT LLC in exchange for a 50% membership
interest in FT LLC to each of the Kim Magness Trust and the Gary Magness
Trust:
Page 3 of 6
<PAGE>
<TABLE>
<CAPTION>
SHARES CLASS
- ------ -----
<S> <C>
76,668 Class A Common Stock
620,608 Class B Common Stock
</TABLE>
On March 5, 1999, the Kim Magness Trust and the Gary Magness Trust
distributed its respective membership interest in FT LLC to Kim Magness and
Gary Magness, respectively, as the beneficiaries entitled thereto. The Gary
Magness Trust 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby deleted in its entirety and replaced
with the following:
(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 VOTING POWER
- -------------- -------------------- ----------- ------------
<S> <C> <C> <C>
0%
Class A Common Stock 0(1) 0%
Class B Common Stock 0(1) 0%
</TABLE>
(1) On March 3, 1999, each of the Kim Magness Trust and the Gary Magness
Trust transferred the following Company Securities (representing all the
Company Securities held by each of the Kim Magness Trust and the Gary
Magness Trust), among other consideration, to FT LLC in exchange for a
50% membership interest in FT LLC to each of the Kim Magness Trust and
the Gary Magness Trust:
<TABLE>
<CAPTION>
Shares Class
- ------ -----
<S> <C>
76,668 Class A Common Stock
620,608 Class B Common Stock
</TABLE>
On March 5, 1999, the Kim Magness Trust and the Gary Magness Trust
distributed its respective membership interest in FT LLC to Kim Magness
and Gary Magness, respectively, as the beneficiaries entitled thereto.
The Gary Magness Trust 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.
(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 0 0
Class B Common Stock 0 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.
Page 4 of 6
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(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) The date on which the reporting person ceased to be the beneficial
owner of more than five percent of the class of securities was
March 5, 1999.
Page 5 of 6
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SIGNATURES
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
GARY MAGNESS IRREVOCABLE TRUST
/s/ Gary Magness
- -----------------------------
By: Gary Magness, Trustee
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