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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE
13D |
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General Communication, Inc.
(Name of Issuer)
Class A Common Stock, no par value (“Class A Common Stock”)
Class B Common Stock, no par value (“Class B Common Stock”)
(Title of Class of Securities)
Class A Common Stock: 369385 10 9
Class B Common Stock: 369385 20 8
(CUSIP Number)
Raymond L. Sutton, Jr.
Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, CO 80203
(303) 861-0600
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2004
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP Nos. Class A Common Stock Class B Common Stock |
369385 10 9 369385 20 8 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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Item 1. |
Security and Issuer |
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Magness FT Investment Company LLC, a Colorado limited liability company (“Magness FT”), hereby amends and supplements the statement on Schedule 13D (the “Statement”) with respect to the following shares of stock of General Communication, Inc. (the “Company”) beneficially owned by Magness FT: |
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1. General Communication, Inc. Class A Common Stock, no par value (“Class A Common Stock”); and |
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2. General Communication, Inc. Class B Common Stock, no par value (“Class B Common Stock,” together with the Class A Common Stock, the “Company Securities”). |
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The Company’s principal executive offices are located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 3 of the Statement is hereby amended and supplemented by adding the following at the end thereof: |
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On December 3, 2004, Magness FT agreed to liquidate and distribute its assets to its economic interest holders. In connection with this liquidation, Magness FT distributed 76,668 shares of Class A Common Stock and 620,608 shares of Class B Common Stock (representing all of Class A and Class B Common Stock held by Magness FT) to each of Gary Magness (“Gary”) and the Estate of Kim Magness (the “Estate”). Prior to Kim Magness’ death on March 29, 2003, Kim Magness (“Kim”) and Gary each owned a 50.0% membership interest in Magness FT. Upon Kim’s death, the Estate became an economic interest holder in Magness FT and Gary became the sole manager and member of Magness FT. Therefore, at the time of the liquidation, each of Gary and the Estate owned a 50.0% economic interest in Magness FT. Magness FT distributed its assets to Gary and the Estate in exchange for the relinquishment of their economic interest in the Company. Following the distribution on December 3, 2004 to Gary and the Estate, Magness FT ceased to directly or indirectly beneficially own any Class A or Class B Common Stock. |
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Item 4. |
Purpose of Transaction |
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Item 4 of the Statement is hereby amended and supplemented by adding the following at the end thereof: |
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On December 3, 2004, Magness FT agreed to liquidate and distribute its assets to its economic interest holders as a part of the administration of the Estate of Kim Magness. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 of the Statement is hereby deleted in its entirety and replaced with the following: |
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(a) The aggregate number and percentage of the Company Securities beneficially owned by Magness FT are as follows: |
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3
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Title of Class |
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Amount and Nature of |
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Percent of |
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Total Voting |
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Class A Common Stock |
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0 |
(1) |
0 |
% |
0 |
% |
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Class B Common Stock |
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0 |
(1) |
0 |
% |
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(1) On December 3, 2004, Magness FT agreed to liquidate. In connection with this agreement, Magness FT agreed to distribute 76,668 shares of Class A Common Stock and 620,608 shares of Class B Common Stock (representing all of Class A and Class B Common Stock held by Magness FT) to each of Gary and the Estate. At the time of the agreement, each of Gary and the Estate owned a 50.0% economic interest in Magness FT. Following the distribution to Gary and the Estate, Magness FT ceased to directly or indirectly beneficially own any Class A or Class B Common Stock. |
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(b) The following indicates the number of shares of Company Securities as to which Magness FT possesses sole voting power, shared voting power, sole dispositive power, or shared dispositive power: |
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Title of Class |
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Sole Voting Power |
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Shared Voting |
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Class A Common Stock |
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0 |
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0 |
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Class B Common Stock |
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0 |
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0 |
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Title of Class |
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Sole Dispositive Power |
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Shared Dispositive |
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Class A Common Stock |
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0 |
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0 |
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Class B Common Stock |
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0 |
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0 |
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(c) The transactions described in Item 3 are the only transactions effected during the last sixty days by the persons named in Item 5(a) above. |
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(d) No person is known by Magness FT to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company Securities identified in this Item 5. |
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(e) The date on which Magness FT ceased to be the beneficial owner of more than five percent of either class of the Company Securities was December 3, 2004. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 6 of the Statement is hereby deleted in it entirety and replaced with the following: |
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None. |
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4
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.
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MAGNESS FT INVESTMENT COMPANY LLC |
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December 3, 2004 |
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Date |
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Signature |
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Name/Title |
5