UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
or
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-15279
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GENERAL COMMUNICATION, INC.
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(Exact name of registrant as specified in its charter)
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State of Alaska
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92-0072737
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(State or other jurisdiction of
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(I.R.S Employer
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incorporation or organization)
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Identification No.)
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2550 Denali Street
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Suite 1000
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Anchorage, Alaska
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99503
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (907) 868-5600
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
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Class A common stock
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Class B common stock
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(Title of class)
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the average high and low prices of such stock as of the close of trading as of the last business day of the registrant’s most recently completed second fiscal quarter of June 30, 2009 was $193,446,082. Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock (as publicly reported by such persons pursuant to Section 13 and Section 16 of the Exchange Act) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant’s common stock as of May 14, 2010, was:
Class A common stock – 51,914,000 shares; and,
Class B common stock – 3,185,000 shares.
Documents Incorporated by Reference
None
Explanatory Note
General Communication, Inc. (unless the context otherwise requires, includes its direct and indirect subsidiaries and is referred to as "Company," "we," "us" or "our") is filing this Amendment No. 2 on Form 10-K/A ("Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was originally filed on March 12, 2010 ("Original Filling"), as amended on April 28, 2010 ("Amendment No. 1").
The purpose of this Amendment is to replace two redacted documents filed as exhibits to the Company's Original Filing with two documents as exhibits to this Amendment, one in unredacted form and the other in revised redacted form in accordance with Section 552(b)(4) of the federal Freedom of Information Act and Regulation 200.80(b)(4) adopted by the Securities and Exchange Commission ("SEC"). The two documents are further described in Item 15(b) of this Amendment. This Amendment does not affect any other parts of, or exhibits to, the Original Filing or other amendments to it, and those unaffected parts or exhibits are not included in this Amendment.
Except as expressly stated in this Amendment, this Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained in the Amendment to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment must be read in conjunction with the Company's other filings, if any, made with the SEC subsequent to the filing of the Original Filing, including Amendment No. 1 and other amendments to those filings, if any.
GENERAL COMMUNICATION, INC.
2009 ANNUAL REPORT ON FORM 10-K/A No. 2
TABLE OF CONTENTS
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Part IV
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Item 15. Exhibits, Consolidated Financial Statement Schedules
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4
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SIGNATURES
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5
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This Amendment is for the year-ended December 31, 2009. This Amendment, along with our annual report, as otherwise amended, for the year ended December 31, 2009 ("Annual Report"), modifies and supersedes documents filed prior to the Annual Report, as amended. Information that we file with the SEC in the future will automatically update and supersede information contained in this Annual Report.
Listed below are the exhibits that are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):
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Exhibit No.
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Description
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10.171
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Sixteenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly owned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services (successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services) dated October 13, 2009 ≠ *
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10.172
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Seventeenth Amendment to Contract for Alaska Access Services between General Communication, Inc. and its wholly owned subsidiary GCI Communication Corp., and MCI Communications Services, Inc. d/b/a Verizon Business Services (successor-in-interest to MCI Network Services, Inc., which was formally known as MCI WorldCom Network Services) dated December 8, 2009 # *
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________________
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≠
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Filed in unredacted form to replace the document filed under that exhibit number in redacted form as an exhibit to the Original Filing.
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#
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CONFIDENTIAL PORTION has been revised as compared to the confidential portion of the document filed under this exhibit number in redacted form as an exhibit to the Original Filing. The CONFIDENTIAL PORTION, as revised and included with this Amendment, has been omitted pursuant to a request for confidential treatment by us to, and the material has been separately filed with, the SEC. Each omitted CONFIDENTIAL PORTION is marked by three asterisks.
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*
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Filed herewith.
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________________
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GENERAL COMMUNICATION, INC.
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By:
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/s/ Ronald A. Duncan |
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Ronald A. Duncan, President
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(Chief Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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Signature
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Title
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Date
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| /s/ Stephen M. Brett |
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Chairman of Board and Director
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May 20, 2010 |
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Stephen M. Brett
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| /s/ Ronald A. Duncan |
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President and Director
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May 25, 2010 |
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Ronald A. Duncan
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(Principal Executive Officer)
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Director
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Jerry A. Edgerton
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| /s/ Scott M. Fisher |
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Director
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May 20, 2010 |
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Scott M. Fisher
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| /s/ William P. Glasgow |
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Director
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May 20, 2010 |
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William P. Glasgow
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| /s/ Mark W. Kroloff |
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Director
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May 20, 2010 |
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Mark W. Kroloff
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| /s/ Stephen R. Mooney |
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Director
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May 20, 2010 |
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Stephen R. Mooney
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| /s/ James M. Schneider |
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Director
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May 21, 2010 |
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James M. Schneider
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| /s/ John M. Lowber |
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Senior Vice President, Chief Financial
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May 25, 2010 |
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John M. Lowber
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Officer, Secretary and Treasurer
(Principal Financial Officer)
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| /s/ Lynda L. Tarbath |
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Vice President, Chief Accounting
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May 25, 2010 |
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Lynda L. Tarbath
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Officer
(Principal Accounting Officer)
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