SC 13D: General Statement of Acquisition of Beneficial Ownership
Published on November 12, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
General Communication, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
369385 10 9
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(CUSIP Number)
Mr. Stuart Haney, House Counsel, Kent Farms, Middleburg, VA 20117
(540) 687-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 31, 1996
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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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ].
CUSIP NO. 369385 10 9
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jack Kent Cooke Incorporated #94-2375917
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
00
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
Nevada
Number of 7. Sole Voting Power
Shares 2,923,077
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 2,923,077
10. Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
(See Instructions)
2,923,077
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares .
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13) Percent of Class Represented by Amount in Row (11)
8%
14) Type of Reporting Person
CO
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Class A
Common Stock ("Shares") of General Communication, Inc., an Alaska
corporation whose principal executive offices are at 2550 Denali
Street, Suite 1000, Anchorage, Alaska 99503-2781.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Jack Kent Cooke Incorporated, a
Nevada corporation whose principal executive offices are at Kent
Farms, Middleburg, Virginia 20117, by reason of the acquisition of
Shares by three of its directly or indirectly wholly owned
subsidiaries, Alaskan Cable Network/Ketchikan-Sitka, Inc., Alaskan
Cable Network/Juneau, Inc., and Alaskan Cable Network/Fairbanks,
Inc., each of which is an Alaska corporation with its principal
executive offices at the same location. Prior to the transactions
described in Item 3 below, such entities were owners and operators
of cable television systems. Jack Kent Cooke Incorporated and its
affiliates are in the business of owning and operating media
properties, commercial real estate and other investments.
The name, business address, and present principal occupation
of each director and executive officer of Jack Kent Cooke
Incorporated and certain related information are set forth in
Schedule I attached hereto ("Schedule I"). The information set
forth in Schedule I is incorporated herein by reference.
During the last five years, neither Jack Kent Cooke
Incorporated, nor to the best knowledge of Jack Kent Cooke
Incorporated, any of the directors, executive officers or
controlling persons of Jack Kent Cooke Incorporated has (i) been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 a finding of any violation with respect
to such laws.
The citizenship of each of the directors and executive
officers of Jack Kent Cooke Incorporated is set forth in
Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 31, 1996, pursuant to an Asset Purchase Agreement
among Alaskan Cable Network/Ketchikan-Sitka, Inc., Alaskan Cable
Network/Juneau, Inc. and Alaskan Cable Network/Fairbanks, Inc.
("Sellers"), and General Communication, Inc. ("Buyer"), Sellers
sold and Buyer purchased substantially all of the cable television
assets of Sellers for total consideration of $51 million in cash
and 2,923,077 Shares of Buyer. At that time, according to Buyer,
such 2,923,077 Shares represented approximately eight percent (8%)
of the issued and outstanding voting securities of Buyer.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired as a portion of the consideration
delivered by Buyer in exchange for assets of Sellers as described
in Item 3 above. Such Shares are presently held for investment
and potential resale. Neither Jack Kent Cooke Incorporated nor
Sellers have any present plans or proposals which relate to or
would result in any of the actions or activities referred to in
this Item.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The following direct or indirect wholly owned subsidiaries of
Jack Kent Cooke Incorporated hold voting and dispositive power
with respect to the Shares indicated; all such Shares were
acquired on October 31, 1996 in the transaction described in Item
3 above.
Alaskan Cable Network/Ketchikan-Sitka, Inc. 701,539 (2%)
Alaskan Cable Network/Juneau, Inc. 1,110,769 (3%)
Alaskan Cable Network/Fairbanks, Inc. 1,110,769 (3%)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) Registration Rights Agreement
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In connection with the consummation of the Asset Purchase
Agreement referred to in Item 3 above, Sellers entered into a
certain Registration Rights Agreement dated as of October 31, 1996
("Registration Rights Agreement") pursuant to which Sellers agreed
to certain restrictions and limitations on their right to resell
the securities acquired from Buyer and were afforded certain
rights to cause such securities to be registered for resale under
the Securities Act of 1933.
(b) Escrow Agreement
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In connection with the consummation of the Asset Purchase
Agreement referred to in Item 3 above, Sellers, Buyer and the
National Bank of Alaska ("Escrow Agent") entered into a certain
Escrow Agreement dated as of October 31, 1996 ("Escrow Agreement")
pursuant to which Sellers deposited an aggregate of 538,000 shares
of the Class A Common Stock issued at the closing with the Escrow
Agent to secure certain indemnification obligations of Sellers
under the Asset Purchase Agreement. Buyer also deposited an
additional 538,000 shares of Class A Common Stock with the Escrow
Agent to secure its own indemnification obligations under the
Escrow Agreement. The term of the Escrow Agreement is to expire
on April 30, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of Registration Rights Agreement, filed as part of
Exhibit 2 to General Communication, Inc.'s Registration Statement
on Form S-4 under the Securities Act of 1933 (Reg. No. 333-13473),
is incorporated herein by reference.
(b) Escrow Agreement.
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.
November 11, 1996
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(Date)
Jack Kent Cooke Incorporated
/s/ Stuart Haney
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(Signature)
Stuart Haney, House Counsel
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(Name and Title)
SCHEDULE I
The names and business addresses of the executive officers
and directors of Jack Kent Cooke Incorporated ("JKC") together
with their present principal occupations or employment, and the
names, principal businesses, and addresses of any corporation or
other organizations in which such principal occupations or
employments are conducted, are set forth below. Unless otherwise
indicated, each individual named below is a citizen of the United
States, and the business address of each executive officer or
director of JKC is Kent Farms, Middleburg, Virginia 20117. Unless
otherwise indicated, the address of the corporation or other
organization in which an individual's principal occupation is
carried on is the same as his business address.
Present Principal Occupation
Name and Business Address or Employment
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Jack Kent Cooke (1) President of JKC
John Kent Cooke, Sr. (1) Vice President of JKC
Stuart Haney (1) House Counsel of JKC
Gregory Dillon Treasurer of JKC
Lee Phaup Secretary of JKC
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(1) Director of JKC
INDEX TO EXHIBITS
Exhibit Description
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(a) Form of Registration Rights
Agreement, filed as part of Exhibit 2
to General Communication, Inc.'s
Registration Statement on Form S-4
under the Securities Act of 1933
(Reg. No. 333-13473), is incorporated
herein by reference.
(b) Escrow Agreement.