SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
TO
Tender Offer
Statement under Section 14(d)(1) or
Section 13(e)(1) of
the Securities Exchange Act of 1934
GENERAL
COMMUNICATION, INC.
(Name of Subject
Company (Issuer))
GENERAL
COMMUNICATION, INC.
(Offeror/Issuer)
Names of Filing
Persons (identifying status as offeror, issuer or other person)
Class
A Common Stock
(Title of Class of
Securities)
369385109
(CUSIP Number of
Class A Common Stock)
John
M. Lowber
2550
Denali Street, Suite 1000
Anchorage,
Alaska 99503
(907)
868-5600
(Name, address, and
telephone numbers of person
authorized to
receive notices and communications on
behalf of filing
persons)
Copy
to:
Steven
D. Miller, Esq.
Sherman
& Howard L.L.C.
633
Seventeenth Street, Suite 3000
Denver,
Colorado 80202
(303)
297-2900
CALCULATION OF
FILING FEE
Transaction
valuation Amount of filing
fee*
* Pursuant to
General Instruction D to Schedule TO, a filing fee is not required in connection
with this filing as it relates solely to preliminary communications made before
the commencement of a tender offer.
|
[
]
|
Check the box
if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
|
[x]
|
Check the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
|
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
|
[
]
|
third-party
tender offer subject to Rule 14d-1.
|
|
[x]
|
issuer tender
offer subject to Rule 13e-4.
|
|
[
]
|
going-private
transaction subject to Rule 13e-3.
|
|
[
]
|
amendment to
Schedule 13D under Rule 13d-2.
|
Check the following
box if the filing is a final amendment reporting the results of the tender
offer: [ ]
Attached is the
Preliminary Proxy Statement for the Annual Meeting of Stockholders of General
Communication, Inc. (“GCI” or the “Company”) to be held on June 29, 2009 (the
“Preliminary Proxy Statement”), which contains a proposal submitted to the
Company’s stockholders to approve an amendment to the Company’s Amended and
Restated 1986 Stock Option Plan to allow for a one-time stock option exchange
program for eligible executive officers, employees and stakeholders (the “Option
Exchange Program”).
The
Option Exchange Program has not yet commenced. The Company will file
a tender Offer Statement on Schedule TO with the Securities and Exchange
Commission, or SEC, upon the commencement of the Option Exchange
Program. Persons who are eligible to participate in the Option
Exchange Program should read the Tender Offer Statement on Schedule TO and other
related materials when those materials become available, because they will
contain important information about the Option Exchange Program.
In connection
with the proposal to be voted on by GCI’s stockholders with respect to the
amendment of its Amended and Restated 1986 Stock Option Plan to permit the
Option Exchange Program, GCI has filed the Preliminary Proxy Statement with the
SEC and intends to file other relevant materials with the SEC, including a
definitive proxy statement. GCI stockholders are urged to read
such materials as and when they become available and before making any voting
decision regarding the plan amendment, because they will contain important
information about the proposal to be voted on by stockholders with respect to
the Option Exchange Program.
The
Company’s stockholders and option holders will be able to obtain the written
materials described above and other documents filed by the Company with the SEC
free of charge from the SEC’s website at www.sec.gov. In addition,
stockholders and option holders may obtain free copies of the documents filed by
the Company by directing a written request to: General Communication,
Inc., 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503,
Attention: Investor Relations.
Item
12. Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Preliminary
Proxy Statement for the 2009 Annual Meeting of Stockholders (filed with
the SEC on May 8, 2009 and incorporated herein by
reference)
|