<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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 3, 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 7
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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)
Magness FT Investment Company LLC
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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
Colorado
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(7) Sole Voting Class A Common Stock 697,276(1)
Number of Shares Power Class B Common Stock 620,608(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 697,276(1)
Reporting Person Dispositive Class B Common Stock 620,608(2)
With Power
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(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 697,276(1)
Class B Common Stock 620,608(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)
1.5% of Class A Common Stock
15.3% of Class B Common Stock
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(14) Type of Reporting Person (See Instructions) OO
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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.
Page 2 of 7
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ITEM 1. SECURITY AND ISSUER
The equity securities to which this Schedule 13D relates are as follows:
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 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Magness FT Investment Company LLC, a
Colorado limited liability company ("FT LLC"). The principal business of the
FT LLC is to hold the Company Securities and other securities. Kim Magness
is the manager of FT LLC, and Kim Magness and Gary Magness are the current
members of FT LLC.
(b) The business address of FT LLC is c/o Raymond L. Sutton, Jr., Baker &
Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203.
(c) The filing person has no employment or occupation.
(d) The filing person has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The filing person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
(f) FT LLC is a Colorado limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 3, 1999, each of the Kim Magness Irrevocable Trust ("Kim
Magness Trust") and the Gary Magness Irrevocable Trust ("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>
Page 3 of 7
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ITEM 4. PURPOSE OF TRANSACTION
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>
The filing person has no present plan or proposal that relates to or
would result in:
(a) the acquisition by any person of 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 the board;
(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;
(g) changes in the Company's certificate of incorporation or bylaws 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) The aggregate number and percentage of the Company Securities
beneficially owned by the filing person are as follows:
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<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
TITLE OF CLASS BENEFICIAL OWNERSHIP CLASS POWER(1) VOTING POWER(1)
- -------------- -------------------- -------------- ---------------
<S> <C> <C> <C>
8.0%
Class A Common Stock 697,276(2)(3) 1.5%
Class B Common Stock 620,608(2)(3) 15.3%
</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. Accordingly, when these classes of stock are
aggregated, FT LLC may be deemed to currently beneficially own voting
equity securities representing approximately 8.0% of the voting power
with respect to a general election of directors of the Company.
(3) 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>
(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 697,276 0
Class B Common Stock 620,608 0
</TABLE>
(c) The transactions described in Item 4 are the only transactions
effected during the last sixty days by the person named in
Item 5(a) above.
(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) Not Applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Kim Magness, as the manager of FT LLC, has sole power to vote and shared
power to dispose of the securities directly held by FT LLC. Pursuant to an
oral agreement between Kim Magness and Gary Magness, Kim Magness may dispose
of FT 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
FT LLC. Therefore, Kim Magness possesses the sole power to vote the 76,668
shares of Class A Common Stock and 620,608 shares of Class B Common Stock
held directly by FT LLC, and Kim Magness, together with Gary Magness, possess
shared power to direct the disposition of the 76,668 shares of Class A Common
Stock and 620,608 shares of Class B Common Stock held directly by FT LLC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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
MAGNESS FT INVESTMENT COMPANY LLC
/s/ Kim Magness
- -----------------------------
By: Kim Magness, Manager
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