November 18,
2008
Mr. Larry Spirgel,
Assistant Director
United States
Securities and Exchange Commission
Division of
Corporation Finance
Washington, D.C.
20549
RE: General
Communication, Inc.
Item 4.02 Form 8-K
Filed November 6, 2008
File No.
0-15279
Dear Mr.
Spirgel:
This letter is
provided in response to your letter dated November 7, 2008. Included
below is your comment with our answer immediately following.
Item 4.02 Form 8-K filed
November 6, 2008
1.
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Please amend
your Form 8-K to disclose the effects of the restatement on your financial
statements. For example, you should disclose the effect of the
restatement on your earnings per share, net income, and the related impact
on your balance sheet and cash flow
statements.
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Response
We
filed a Form 8-K/A Amendment No. 1 for Item 4.02(a) on November 13, 2008, with
the Securities and Exchange Commission (“SEC”) that included the effect of the
restatement on our earnings per share, net income and the impact on the balance
sheet and cash flow statement as requested. Additionally, we updated
the amounts that were disclosed in the original Form 8-K Item 4.02(a) to reflect
additional depreciation expense that was discovered in the process of completing
our review.
We
filed a Form 8-K/A Amendment No. 2 for Item 4.02(a) on November 18, 2008, with
the SEC to amend and restate the information contained in the Form 8-K/A
Amendment No. 1. Specifically, the Form 8-K/A Amendment No. 2
corrected income tax expense for the three months ended March 31, 2008 and June
30, 2008, resulting in a $1.1 million decrease in income tax expense to $1.4
million for the three months ended March 31, 2008, and a $1.1 million increase
in income tax expense to $1.8 million for the three months ended June 30,
2008. The income tax expense for the six months ended June 30, 2008,
was unchanged.
The changes to the
original Form 8-K are as follows:
·
|
Changed the
depreciation expense for the first and second quarters of 2008 to reflect
additional information that came to our attention during our
review.
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·
|
Added a
disclosure showing the effect of the restatement on our balance sheets as
of March 31, 2008 and June 30, 2008 as well the impact on net income and
earnings per share for the three months ended March 31, 2008 and the three
and six months ended June 30, 2008, and statement of cash flows for the
three and six months ended March 31 and June 30,
2008.
|
|
For a review
of our detailed disclosures we refer you to the Form 8-K/A Amendment No. 1
filed with the SEC on November 13, 2008, and the Form 8-K/A Amendment No.
2 filed with the SEC on November 18,
2008.
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We
acknowledge our responsibility for the adequacy and accuracy of the disclosure
in our filings.
Securities and
Exchange Commission
November 18,
2008
Page 2
We
acknowledge that staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to
the filings.
We
acknowledge that we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
If
after you have reviewed this letter you still have questions regarding our
accounting treatment, we respectfully request a conference with the staff to
discuss your concerns and how we may adequately address them.
Please contact the
undersigned at (907) 868-5628 if you have additional questions or require more
information.
Sincerely,
/s/ John M.
Lowber
John M.
Lowber
Senior Vice
President
Chief Financial
Officer,
Secretary and
Treasurer
General
Communication, Inc.