| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 1 of 19 Pages |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| SCHEDULE 13D |
| (Rule 13d-101) |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) |
| (Amendment No. 4) |
| General Communication, Inc. |
| (Name of Issuer) |
| Class A Common Stock, no par value Class B Common Stock, no par value |
| (Title of Class of Securities) |
| Class A Common Stock: 369385 10 9 Class A Common Stock: 369385 20 8 |
| (CUSIP Number) |
| Scott D. Sullivan Chief Financial Officer WorldCom, Inc. 500 Clinton Center Drive Clinton, Mississippi 39056 (601) 460-5600 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 22, 2002 |
| (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: /___/
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
(Page 1 of 19 Pages)
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 2 of 19 Pages |
| 1 | NAMES OF REPORTING PERSONS WorldCom, Inc. 58-1521612 |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] |
||
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS*
Class A Common Stock: WC/00 |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] |
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION WorldCom, Inc. Georgia | ||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER Class A Common Stock: 750,000* |
|
| BENEFICIALLY OWNED BY |
8 | SHARED VOTING POWER Class A Common Stock: 6,426,442* Class B Common Stock: 1,275,791 |
|
| EACH REPORTING |
9 | SOLE DISPOSITIVE POWER Class A Common Stock: 750,000* |
|
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER |
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Common Stock: 7,176,442* Class B Common Stock: 1,275,791 |
||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A Common Stock: 14%* Class B Common Stock: 32.9% |
||
| 14 | TYPE OF REPORTING PERSON* CO |
||
* |
Includes 750,000 shares of Class A Common Stock issuable upon conversion of 9,000 shares of Series C Convertible Redeemable Accreting Preferred Stock owned by WorldCom directly and 83,333 shares of Class A Common Stock issuable upon conversion of 1,000 shares of Series C Convertible Redeemable Accreting Preferred Stock owned by WorldCom indirectly through MCI WORLDCOM Network Services, Inc. based on a liquidation preference of $1,000 and a conversion price of $12 and 50,000 shares of Class A Common Stock issuable upon exercise of options to purchase Class A Common Stock which vest in four equal annual installments beginning June 28, 2001. Based on 51,120,611 shares of Class A Common Stock and 3,882,843 shares of Class B Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2001. |
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Schedule 13D | Page 3 of 19 Pages |
| 1 | NAMES OF REPORTING PERSONS MCI WORLDCOM Network Services, Inc.
13-2745892 |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] |
||
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS*
Class A Common Stock: WC/00 |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] |
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MCI WORLDCOM Network Services, Inc.
Delaware | ||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER None |
|
| BENEFICIALLY OWNED BY |
8 | SHARED VOTING POWER Class A Common Stock: 6,426,442** Class B Common Stock: 1,275,791 |
|
| EACH REPORTING |
9 | SOLE DISPOSITIVE POWER None |
|
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER |
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Common Stock: 6,426,442** Class B Common Stock: 1,275,791 |
||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A Common Stock: 12.6%** Class B Common Stock: 32.9% |
||
| 14 | TYPE OF REPORTING PERSON* CO |
||
** |
Includes 83,333 shares of Class A Common Stock issuable upon conversion of 1,000 shares of Series C Convertible Redeemable Accreting Preferred Stock based on a liquidation preference of $1,000 and a conversion price of $12 and 50,000 shares of Class A Common Stock issuable upon exercise of options to purchase Class A Common Stock which vest in four equal annual installments beginning June 28, 2001. |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 4 of 19 Pages |
| 1 | NAMES OF REPORTING PERSONS MCI Communications Corporation 58-2358731 |
||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] |
||
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS*
Class A Common Stock: WC/00 |
||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] |
||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MCI Communications Corporation Delaware | ||
| NUMBER OF SHARES |
7 | SOLE VOTING POWER None |
|
| BENEFICIALLY OWNED BY |
8 | SHARED VOTING POWER Class A Common Stock: 6,426,442*** Class B Common Stock: 1,275,791 |
|
| EACH REPORTING |
9 | SOLE DISPOSITIVE POWER None |
|
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER |
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A Common Stock: 6,426,442*** Class B Common Stock: 1,275,791 |
||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A Common Stock: 12.6%*** Class B Common Stock: 32.9% |
||
| 14 | TYPE OF REPORTING PERSON* CO |
||
*** |
Includes 83,333 shares of Class A Common Stock issuable upon conversion of 1,000 shares of Series C Convertible Redeemable Accreting Preferred Stock based on a liquidation preference of $1,000 and a conversion price of $12 and 50,000 shares of Class A Common Stock issuable upon exercise of options to purchase Class A Common Stock which vest in four equal annual installments beginning June 28, 2001. |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 5 of 19 Pages |
This Amendment No. 4 amends and restates in its entirety the Schedule 13D dated May 24, 1993, as amended by Amendment No. 1 dated November 20, 1996, Amendment No. 2 dated November 9, 2001 and Amendment No. 3 dated November 13, 2001 (as so amended, this “Schedule 13D”).
This Schedule 13D relates to the Class A Common Stock, no par value ("Class A Stock"), and the Class B Common Stock, no par value ("Class B Stock") of General Communication, Inc., an Alaska corporation (the “Issuer”), whose principal executive offices are located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503.
WorldCom, Inc. (“WorldCom”) is a Georgia corporation. The principal business of it and its subsidiaries is communications services. In September 1998, WorldCom acquired MCI Communications Corporation, a Delaware corporation (“MCI”), pursuant to the merger (the “Merger”) of MCI with and into a wholly owned subsidiary of WorldCom. Upon consummation of the Merger, the acquisition subsidiary was renamed MCI Communications Corporation (“MCIC”) which became a wholly owned subsidiary of WorldCom. MCIC and MCI WORLDCOM Network Services, Inc. (f/k/a MCI Telecommunications Corporation), a Delaware corporation (“Network Services” and together with WorldCom and MCIC, the “Reporting Persons”), are direct and indirect, wholly-owned subsidiaries of WorldCom, respectively. The principal business and principal office of each Reporting Person are located at 500 Clinton Center Drive, Clinton, Mississippi 39056.
During the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers of any of the Reporting Persons, has had any criminal convictions, and none has been subject to a judgment, decree or final order of a judicial or administrative body of competent jurisdiction 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.
Certain information pertaining to executive officers and directors of each Reporting Person is set forth on Appendix A attached hereto and incorporated herein by reference.
On May 14, 1993, Network Services purchased 6,251,509 shares of Class A Stock and the 1,275,791 shares of Class B Stock pursuant to the Stock Purchase Agreement, dated March 31, 1993 (the “Stock Purchase Agreement”), between the Issuer and Network Services, a copy of which is filed as Exhibit 1 to this Schedule 13D and incorporated herein by reference, for an aggregate purchase price of $13,280,000. The funds for the purchases were provided from the general working capital of Network Services.
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Schedule 13D | Page 6 of 19 Pages |
On October 31, 1996, Network Services purchased 2,000,000 shares of Class A Stock (the “Additional Class A Stock”) pursuant to the Stock Purchase Agreement (the “1996 Stock Purchase Agreement”), dated as of September 13, 1996, by and between the Issuer and Network Services, a copy of which is filed as Exhibit 5 to this Schedule 13D and incorporated herein by reference. The aggregate purchase price for the Additional Class A Stock was $13,000,000 in cash, which was provided from the general working capital of Network Services.
On June 30, 2001 the Issuer completed the acquisition of WorldCom's 85% controlling interest in Kanas Telecom, Inc. (“Kanas”), which owns the 800-mile fiber optic cable system that extends from Prudhoe Bay, Alaska to Valdez, Alaska via Fairbanks. In connection with the acquisition, the Issuer issued to WorldCom and Network Services shares of Series C Convertible Redeemable Accreting Preferred Stock (“Series C Preferred Stock”) valued at $10,000,000, consisting of 9,000 and 1,000 shares of Series C Preferred Stock, respectively.
The Series C Preferred Stock is convertible into a number of shares of the Issuer's Class A Stock equal to the liquidation preference divided by the conversion price. As of June 30, 2001, the liquidation preference was $1,000 per share of Series C Preferred Stock and the conversion price was $12. The Series C Preferred Stock is non-voting, and pays a 6% per annum quarterly cash dividend. The Issuer may redeem the Series C Preferred Stock at any time in whole but not in part. Mandatory redemption is required at any time after the fourth anniversary date at the option of holders of 80% of the outstanding shares of the Series C Preferred Stock. The redemption price is $1,000 per share plus the amount of all accrued and unpaid dividends, whether earned or declared, through the redemption date. In the event of the liquidation of the Issuer, the holders of Series C Preferred Stock are entitled receive an amount equal to the redemption price before any distribution or payment is made upon junior securities. The redemption amount on June 30, 2001 was $10,000,000.
The foregoing is only a summary of certain terms and conditions of the acquisition of, and the provisions of, the Series C Preferred Stock and is qualified in its entirety by reference to the Agreement for the Purchase and Sale of a Controlling Interest of Kanas (the "Purchase Agreement") and the Statement of Stock Designation filed as Exhibits 8 and 9, respectively, to this Schedule 13D, which documents are incorporated by reference herein.
In June 2000, the Issuer made option grants to certain directors or to the company for which each may have been employed. The option grants to Ronald R. Beaumont and Stephen R. Mooney were made to WorldCom Ventures, Inc., a wholly owned indirect subsidiary of WorldCom. Each option was for 25,000 shares of Class A Stock with an exercise price of $7.50 per share. The options vest in four equal annual installments and expire if not exercised within ten years of their grant.
On March 22, 2002, the Reporting Persons sold in the open market pursuant to a Registration Statement on Form S-3 an aggregate of 1,958,400 shares of Class A Common Stock.
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Schedule 13D | Page 7 of 19 Pages |
The Issuer continues to have significant business relationships with WorldCom, including the following:
The Issuer handles WorldCom's 800 traffic originating in Alaska and terminating in another state and handles traffic for WorldCom's calling card customers when they are in Alaska, while WorldCom originates calls for the Issuer's calling card customers when they are in any state outside of Alaska.
Revenues of the Issuer attributed to WorldCom in 2001, 2000 and 1999 totaled $58.2 million, $53.1 million and $43.7 million, or 16.3%, 18.1% and 15.6% of total revenues of the Issuer, respectively. In conjunction with the purchase of Kanas, the Issuer negotiated a contract amendment to the carrier agreement with WorldCom in March 2001. The amendment extends the contract term for five years to March 2006 and reduces the rate to be charged by the Issuer for certain WorldCom traffic over the extended term of the contract.
Pursuant to the Voting Agreement described in Item 6 below (the “Voting Agreement”), the Reporting Persons have nominated two individuals who are currently serving as directors of the Issuer.
The shares of Class A Stock, Class B Stock and Series C Preferred Stock were acquired for investment purposes. While the Reporting Persons have no present intention of acquiring or influencing control of the Issuer, except as described in Items 4 and 6, they intend to monitor their investments in the Issuer and take actions consistent with their best interests. Subject to market conditions and other factors, the Reporting Persons are exploring opportunities to sell up to an additional approximately 2.5 million of their shares including, without limitation, in privately negotiated or open market transactions, pursuant to a registration statement filed under the Securities Act of 1933, as described in Item 6, pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. This Schedule 13D does not constitute an offer to sell, or a solicitation of an offer to buy, any such shares. Any shares sold in a private placement transaction would not be registered under the Securities Act, and such shares in such case may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any transaction involving a public offering would only be made by means of a prospectus. Following any such sale, the Reporting Persons intend to maintain strategic and commercial relationships with the Issuer for the foreseeable future and expect that Messrs. Beaumont and Mooney will continue as directors of the Issuer, as described in Item 6, subject to their nomination and re-election upon expiration of their respective current terms.
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Schedule 13D | Page 8 of 19 Pages |
Network Services and MCIC presently own beneficially 6,426,442 shares of Class A Stock and 1,275,791 shares of Class B Stock as of March 22, 2002, approximately 12.6% of the presently outstanding shares of Class A Stock and 32.9% of the presently outstanding shares of Class B Stock, based upon a total of 51,120,611 outstanding shares of Class A Stock and 3,882,843 outstanding shares of Class B Stock as of March 13, 2002, as represented by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2001. Included in these shares are 50,000 shares of Class A Stock issuable upon exercise of options with an exercise price of $7.50 per share which vest in four equal annual installments beginning June 28, 2001 held by WorldCom Ventures, Inc., a wholly owned subsidiary of Network Services.
WorldCom presently owns beneficially 7,176,442 shares of Class A Stock and 1,275,791 shares of Class B Stock as of March 22, 2002, approximately 14.0% of the presently outstanding shares of Class A Stock and 32.9% of the presently outstanding shares of Class B Stock, based upon a total of 51,120,611 outstanding shares of Class A Stock and 3,882,843 outstanding shares of Class B Stock as of March 13, 2002, as represented by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2001.
Network Services, MCIC (through Network Services) and WorldCom (through MCIC) have the power to vote or direct the vote and the power to dispose or to direct the disposition of the securities of the Issuer owned by Network Services.
Additionally, WorldCom presently owns beneficially 750,000 shares of Class A Stock issuable upon conversion of the Series C Preferred Stock. WorldCom has the power to vote or direct the vote and the power to dispose or to direct the disposition of the securities of the Issuer owned by WorldCom.
To the best of the knowledge of the Reporting Persons, none of the executive officers and directors of any of the Reporting Persons listed in Appendix A of this Schedule is a beneficial owner of shares of Class A Stock or Class B Stock.
On March 22, 2002, the Reporting Person sold 65,600 shares of Class A Common Stock of the Issuer on the open NASDAQ national market through a broker at a price of $9.06 per share and an additional 1,892,800 shares of Class A Common Stock of the Issuer on the open NASDAQ national market through a broker at a price of $9.05 per share. All such shares were sold pursuant to a registration statement on Form S-3 as described in Section 6 below.
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Schedule 13D | Page 9 of 19 Pages |
Except as described elsewhere in this Schedule, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the executive officers or directors of any of the Reporting Persons, has effected any transactions in Class A Stock or Class B Stock in the past 60 days.
Pursuant to a Voting Agreement that has expired by its terms, two officers or employees of WorldCom have been elected to serve as directors of the Issuer. The Voting Agreement provided that each party to the agreement was required to vote the party's Issuer common stock for the nominees of the other parties in the election of directors to the board of directors of the Issuer and on other matters to which the parties unanimously agreed. At the time of its expiration in June 2001, the parties to the Voting Agreement and the number of directors which each party could nominate under these terms were as follows:
Pursuant to the Voting Agreement, WorldCom, or Network Services, nominated Ronald R. Beaumont and Stephen R. Mooney to serve as directors of the Issuer and such persons were elected. Under its terms, the Voting Agreement continued until the earlier of completion of the annual shareholder meeting of the Issuer in June 2001 or until there is only one party to the Voting Agreement. The annual meeting of the Issuer was held in June 2001 and the Voting Agreement is no longer in effect, although directors elected pursuant to the Voting Agreement remain in office.
The Issuer is a party to an amended and restated registration rights agreement ("Amended and Restated Registration Rights Agreement") with Network Services and WorldCom regarding Class A Stock, Class B Stock and Series C Preferred Stock pursuant to which the Issuer is required to effect no more than four registrations at the request of a holder, with each request to cover Registerable Shares (as defined below) having an aggregate market value of at least $1.5 million. The basic terms of the Amended and Restated Registration Rights Agreement are as follows:
If the Issuer proposes to register any of its securities under the Securities Act of 1933, as amended (“Securities Act”) for its own account or for the account of other shareholders, the Issuer must notify all of the holders under the Amended and Restated Registration Rights Agreement of the Issuer's intent to register such common stock. In addition, the Issuer must allow the holders an opportunity to include their shares (“Registerable Shares”) in that registration.
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Schedule 13D | Page 10 of 19 Pages |
Each holder also has the right, under certain circumstances, to require the Issuer to register all or any portion of such holder's Registerable Shares under the Securities Act. The Amended and Restated Registration Rights Agreement is subject to certain limitations and restrictions including the right of the Issuer to limit the number of Registerable Shares included in the registration. Generally, the Issuer is required to pay all registration expenses in connection with each registration of Registerable Shares pursuant to the Amended and Restated Registration Rights Agreement.
The Amended and Restated Registration Rights Agreement supersedes and replaces the Registration Rights Agreement dated March 31, 1993, and the Registration Rights Agreement dated October 31, 1996.
On February 27, 2002, pursuant to an exercise of the Reporting Persons' rights under the Amended and Restated Registration Rights Agreement, a Registration Statement on Form S-3 was declared effective by the United States Securities and Exchange Commission. Such Registration Statement registered the sale of up to 4,500,000 shares of Class A Common Stock. As described in Item 6 above, a total of 1,958,400 shares have been sold pursuant to that Registration Statement as of the date of this filing.
The foregoing is only a summary of certain terms and conditions of the Voting Agreement, the Amended and Restated Registration Rights Agreement, the Stock Purchase Agreement, the 1996 Stock Purchase Agreement, the Purchase Agreement and the Series C Preferred Stock and is qualified in its entirety by reference to the Voting Agreement, the Amended and Restated Registration Rights Agreement, Purchase Agreement and Statement of Stock Designation filed as Exhibits 6, 10, 8 and 9, respectively, to this Schedule 13D, which documents are incorporated by reference herein.
Except as set forth in response to Item 3, Item 4 and this Item 6, none of the Reporting Persons, nor, to the best of the knowledge of any of the Reporting Persons, any person named in Appendix A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Attached hereto or incorporated herein as exhibits are the following documents:
1. Stock Purchase Agreement, dated as of March 31, 1993, between the Issuer and Network Services. (Incorporated by reference to Exhibit 1 to Schedule 13D dated May 24, 1993.)
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Schedule 13D | Page 11 of 19 Pages |
2. Form of Voting Agreement, dated March 31, 1993, by and between Network Services, Ronald A. Duncan, Robert M. Walp, and WestMarc Communications, Inc. (Incorporated by reference to Exhibit 2 to Schedule 13D dated May 24, 1993.)
3. Registration Rights Agreement, dated March 31, 1993, between the Issuer and Network Services. (Incorporated by reference to Exhibit 3 to Schedule 13D dated May 24, 1993.)
4. Joint Filing Agreement, dated November 9, 2001, among MCIC, Network Services and WorldCom. (Incorporated by reference to Exhibit 4 to Schedule 13D dated November 9, 2001.)
5. Stock Purchase Agreement, dated as of September 13, 1996, by and between Network Services and Issuer. (Incorporated by reference to Exhibit 5 to Schedule 13D dated November 20, 1996.)
6. Voting Agreement, dated as of October 31, 1996, by and between Network Services, TCI GCI, Inc., Prime II Management, L.P., Ronald Duncan and Robert M. Walp. (Incorporated by reference to Exhibit 6 to Schedule 13D dated November 20, 1996.)
7. Registration Rights Agreement, dated as of October 31, 1996, between the Issuer and Network Services. (Incorporated by reference to Exhibit 7 to Schedule 13D dated November 20, 1996.)
8. Agreement for the Purchase and Sale of a Controlling Interest of Kanas Telecom, Inc., dated as of February 21, 2001, by and among the Issuer, Network Services and WorldCom. (Incorporated by reference to Exhibit 8 to Schedule 13D dated November 9, 2001.)
9. Statement of Stock Designation regarding Series C Preferred Stock. (Incorporated by reference to Exhibit 9 to Schedule 13D dated November 9, 2001.)
10. Amended and Restated Registration Rights Agreement, dated as of June 30, 2001, by and among the Issuer, Network Services and WorldCom. (Incorporated by reference to Exhibit 10 to Schedule 13D dated November 9, 2001.)
11. Notice of Grant of Stock Options and Option Agreement between General Communication, Inc. and WorldCom Ventures, Inc. relating to options granted in consideration of the services of the directors nominated by the Reporting Persons. (Incorporated by reference to Exhibit 11 to Schedule 13D dated November 9, 2001.)
12. Notice of Grant of Stock Options and Option Agreement between General Communication, Inc. and WorldCom Ventures, Inc. relating to options granted in consideration of the services of the directors nominated by the Reporting Persons. (Incorporated by reference to Exhibit 12 to Schedule 13D dated November 9, 2001.)
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Schedule 13D | Page 12 of 19 Pages |
After due 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: April 8, 2002
| |
WorldCom, Inc. |
|
| By: | /s/ SCOTT D. SULLIVAN |
|
| Name: | Scott D. Sullivan | |
| Title: | Chief Financial Officer | |
| |
MCI WORLDCOM Network Services, Inc. |
|
| By: | /s/ SCOTT D. SULLIVAN |
|
| Name: | Scott D. Sullivan | |
| Title: | Chief Financial Officer | |
| |
MCI Communications Corporation |
|
| By: | /s/ SCOTT D. SULLIVAN |
|
| Name: | Scott D. Sullivan | |
| Title: | Chief Financial Officer | |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 13 of 19 Pages |
Part I. Directors and Executive Officers of WorldCom, Inc. (“WorldCom”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of WorldCom. The principal address of WorldCom and, unless otherwise indicated below, the current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056, U.S.A. Each such person is a citizen of the United States. Unless otherwise indicated, each occupation set forth opposite the individual's name refers to employment with WorldCom.
| Name and Current Business Address |
Present Principal Occupation or Employment; Material Positions Held During the Past Five Years |
| JAMES C. ALLEN 3023 Club Drive Destin, FL 32541 U.S.A. |
Mr. Allen has been a director of WorldCom since March 1998. Mr.
Allen is currently an investment director and member of the general
partner of Meritage Private Equity Fund, a venture capital fund
specializing in the telecommunications industry. Mr. Allen is the
former Vice Chairman and Chief Executive Officer of Brooks Fiber
Properties where he served in such capacities from 1993 until its
merger with WorldCom in January 1998. Mr. Allen served as
President and Chief Operating Officer of Brooks Telecommunications
Corporation, a founder of Brooks Fiber Properties, from April 1993
until it was merged with Brooks Fiber Properties in January 1996.
Mr. Allen serves as a director of Completel LLC, Xspedius, Inc.,
David Lipscomb University and Family Dynamics Institute. |
| JUDITH AREEN Georgetown University Law Center 600 New Jersey Avenue, N.W. Washington, D.C. 20001 U.S.A. |
Ms. Areen has been a director of WorldCom since the merger with MCI
Communications Corporation in September 1998. Ms. Areen has been
Executive Vice President for Law Center Affairs and Dean of the Law
Center, Georgetown University, since 1989. She has been a
Professor of Law, Georgetown University, since 1976. |
| CARL J. AYCOCK 123 South Railroad Avenue Brookhaven, MS 39601 U.S.A. |
Mr. Aycock has been a director of WorldCom since 1983. Mr. Aycock
served as Secretary of WorldCom from 1987 to 1995 and was the
Secretary and Chief Financial Officer of Master Corporation, a
motel management and ownership company, from 1989 until 1992.
Subsequent to 1992, Mr. Aycock has been self employed as a
financial administrator. |
| RONALD R. BEAUMONT 1950 Stemmons Freeway Dallas, TX 75207 U.S.A. |
Mr. Beaumont has been Chief Operating Officer of the WorldCom group
since December 2000. From 1998 to December 2000, Mr. Beaumont
served as the President and Chief Executive Officer of WorldCom's
Operations and Technology unit. From December 1996 to 1998, Mr.
Beaumont was President of WorldCom Network Services, a subsidiary
of WorldCom. Prior to December 1996, Mr. Beaumont was President
and Chief Executive Officer of a subsidiary of MFS Communications. |
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Schedule 13D | Page 14 of 19 Pages |
| MAX E. BOBBITT 100 Beachview Drive Pent House North Vero Beach, FL 32963 U.S.A. |
Mr. Bobbitt has been a director of WorldCom since 1992. Mr.
Bobbitt is currently a director of Verso Technologies, Inc., and
Metromedia China Corporation. From July 1998 to the present, Mr.
Bobbitt has been a telecommunications consultant. From March 1997
until July 1998, Mr. Bobbitt served as President and Chief
Executive Officer of Metromedia China Corporation. From January
1996 until March 1997, Mr. Bobbitt was President and Chief
Executive Officer of Asian American Telecommunications Corporation,
which was acquired by Metromedia China Corporation in February
1997. |
| BERNARD J. EBBERS |
Mr. Ebbers has been President and Chief Executive Officer of
WorldCom since April 1985. Mr. Ebbers has served as a director of
WorldCom since 1983. |
| FRANCESCO GALESI The Galesi Group 435 East 52nd Street New York, NY 10022 U.S.A. |
Mr. Galesi has been a director of WorldCom since 1992. Mr. Galesi
is the Chairman and Chief Executive Officer of the Galesi Group,
which includes companies engaged in real estate, telecommunications
and oil and gas exploration and production. Mr. Galesi serves as a
director of Keystone Property Trust. |
| STILES A. KELLETT, JR. Kellett Investments Corporation 200 Galleria Parkway, Suite 1800 Atlanta, GA 30339 U.S.A. |
Mr. Kellett has served as a director of WorldCom since 1981. Mr.
Kellett has been Chairman of Kellett Investment Corp. since 1995.
Mr. Kellett serves as a director of Netzee, Inc., Air2web and
Virtual Bank. |
| GORDON S. MACKLIN 8212 Burning Tree Road Bethesda, MD 20817 U.S.A. |
Mr. Macklin has been a director of WorldCom since the MCI merger.
Mr. Macklin is currently a corporate financial advisor. From 1993
until 1998, Mr. Macklin served as Chairman of White River
Corporation, an information services company. Mr. Macklin is also
a director of White Mountains Insurance Group, Ltd., Overstock.com,
Martek Biosciences Corporation, MedImmune, Inc., Spacehab, Inc.,
and director, trustee or managing general partner, as the case may
be, of 48 of the investment companies in the Franklin Templeton
Group of Funds. Mr. Macklin was formerly Chairman of Hambrecht and
Quist Group and President of the National Association of Securities
Dealers, Inc. |
| BERT C. ROBERTS, JR. WorldCom, Inc. 1133 19th Street, N.W. Washington, DC 20036 U.S.A. |
Mr. Roberts has been the Chairman of the Board and a director of
WorldCom since the MCI merger. From 1992 until the MCI merger, Mr.
Roberts served as Chairman of the Board of MCI. Mr. Roberts was
Chief Executive Officer of MCI from December 1991 to November
1996. He was President and Chief Operating Officer of MCI from
October 1985 to June 1992 and President of MCI Telecommunications
Corporation, a subsidiary of MCI, from May 1983 to June 1992. Mr.
Roberts is a director of The News Corporation Limited, Championship
Auto Racing Teams, Inc., Valence Technology, Inc., and CAPCure. |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 15 of 19 Pages |
| JOHN W. SIDGMORE WorldCom, Inc. 22001 Loudoun County Parkway Ashburn, VA 20147 U.S.A. |
Mr. Sidgmore has been the Vice Chairman of the Board and a director
of WorldCom since December 1996. From December 1996 until the MCI
merger, Mr. Sidgmore served as Chief Operations Officer of
WorldCom. Mr. Sidgmore was President and Chief Operating Officer
of MFS Communications Company, Inc. from August 1996 until December
1996. He was Chief Executive Officer of UUNET Technologies, Inc.
from June 1994 until October 1998, and President of UUNET from June
1994 to August 1996 and from January 1997 to September 1997. Mr.
Sidgmore is a director of MicroStrategy Incorporated. |
| SCOTT D. SULLIVAN |
Mr. Sullivan has been a director of WorldCom since 1996. Mr.
Sullivan has served as Chief Financial Officer, Treasurer and
Secretary of WorldCom since December 1994. |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 16 of 19 Pages |
Part II. Directors and Executive Officers of MCI WORLDCOM Network Services, Inc. (“Network Services”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Network Services. The principal address of Network Services is 500 Clinton Center Drive, Clinton, MS 39056, U.S.A. The current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056. Each person listed below is a citizen of the United States. The position set forth opposite the individual's name refers to a position with Network Services.
| Name and Current Business Address |
Present Principal Occupation or Employment; Material Positions Held During the Past Five Years |
| BERNARD J. EBBERS |
Director, President and Chief Executive Officer. (See Part I Above) |
| SCOTT D. SULLIVAN |
Secretary, Treasurer and Chief Financial Officer. (See Part I Above) |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 17 of 19 Pages |
Part III. Directors and Executive Officers of MCI Communications Corporation (“MCIC”). Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of MCIC. The principal address of MCIC is 500 Clinton Center Drive, Clinton, MS 39056, U.S.A. The current business address for each individual listed below is 500 Clinton Center Drive, Clinton, Mississippi 39056. Each person listed below is a citizen of the United States. The position set forth opposite the individual's name refers to a position with MCIC.
| Name and Current Business Address |
Present Principal Occupation or Employment; Material Positions Held During the Past Five Years |
| BERNARD J. EBBERS |
Director, President and Chief Executive Officer. (See Part I Above) |
| SCOTT D. SULLIVAN |
Secretary, Treasurer and Chief Financial Officer. (See Part I Above) |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 18 of 19 Pages |
| Exhibit No. | Description of Exhibit |
| 1. |
Stock Purchase Agreement, dated as of March 31, 1993, between the Issuer and Network Services. (Incorporated
by reference to Exhibit 1 to Schedule 13D dated May 24, 1993.) |
| 2. |
Form of Voting Agreement, dated March 31, 1993, by and between Network Services, Ronald A. Duncan, Robert M.
Walp, and WestMarc Communications, Inc. (Incorporated by reference to Exhibit 2 to Schedule 13D dated May
24, 1993.) |
| 3. |
Registration Rights Agreement, dated March 31, 1993, between the Issuer and Network Services. (Incorporated
by reference to Exhibit 3 to Schedule 13D dated May 24, 1993.) |
| 4. |
Joint Filing Agreement, dated November 9, 2001, between MCIC, Network Services and WorldCom. (Incorporated
by reference to Exhibit 4 to Schedule 13D dated November 9, 2001.) |
| 5. |
Stock Purchase Agreement, dated as of September 13, 1996, by and between Network Services and Issuer.
(Incorporated by reference to Exhibit 5 to Schedule 13D dated November 20, 1996.) |
| 6. |
Voting Agreement, dated as of October 31, 1996, by and between Network Services, TCI GCI, Inc., Prime II
Management, L.P., Ronald Duncan and Robert M. Walp. (Incorporated by reference to Exhibit 6 to Schedule 13D
dated November 20, 1996.) |
| 7. |
Registration Rights Agreement, dated as of October 31, 1996, between the Issuer and Network Services.
(Incorporated by reference to Exhibit 7 to Schedule 13D dated November 20, 1996.) |
| 8. |
Agreement for the Purchase and Sale of a Controlling Interest of Kanas Telecom, Inc., dated as of February
21, 2001, by and among the Issuer, Network Services and WorldCom. (Incorporated by reference to Exhibit 8 to
Schedule 13D dated November 9, 2001.) |
| 9. |
Statement of Stock Designation regarding Series C Preferred Stock. (Incorporated by reference to Exhibit 9
to Schedule 13D dated November 9, 2001.) |
| 10. |
Amended and Restated Registration Rights Agreement, dated as of June 30, 2001, by and among the Issuer,
Network Services and WorldCom. (Incorporated by reference to Exhibit 10 to Schedule 13D dated November 9,
2001.) |
| 11. |
Notice of Grant of Stock Options and Option Agreement between General Communication, Inc. and WorldCom
Ventures, Inc. relating to options granted in consideration of the services of the directors nominated by
the Reporting Persons. (Incorporated by reference to Exhibit 11 to Schedule 13D dated November 9, 2001.) |
| CUSIP No. 369385 10 9 CUSIP No. 369385 20 8 |
Schedule 13D | Page 19 of 19 Pages |
| 12. |
Notice of Grant of Stock Options and Option Agreement between General Communication, Inc. and WorldCom
Ventures, Inc. relating to options granted in consideration of the services of the directors nominated by
the Reporting Persons. (Incorporated by reference to Exhibit 12 to Schedule 13D dated November 9, 2001.) |