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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. )*
GENERAL COMMUNICATION, INC.
(Name of Issuer)
Class A Common Stock, no par value (Class A Common Stock)
(Title of Class of Securities)
369385 10 9
(CUSIP Number)
Arctic Slope Regional Corporation
Attn: Craig Floerchinger
3900 C Street Suite 801
Anchorage, Alaska 99503-5963
Telephone (907) 339-6000
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2008
(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 Rule 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).
CUSIP No. 369385 10 9 |
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1. |
Names of Reporting Persons
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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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CUSIP No. 369385 10 9 |
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Item 1. |
Security and Issuer |
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This statement on Schedule 13D (this Schedule 13D) relates to the Class A Common Stock, no par value (Class A Common Stock), of General Communication, Inc. (the Issuer).
The address of the principal executive offices of the Issuer is 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503. |
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Item 2. |
Identity and Background |
(a)-(b) |
This Schedule 13D is being filed by Arctic Slope Regional Corporation (ASRC), an Alaska Native Regional Corporation. ASRCs corporate headquarters are located at P.O. Box 129, Barrow, Alaska 99723. ASRC is an Alaska Native Regional Corporation formed pursuant to the Alaska Native Claims Settlement Act of 1971. ASRC is owned by the Inupiat people of Alaskas Arctic Slope. ASRC owns and operates businesses in the energy services, petroleum refining and marketing, technical services, natural resources and other industries.
The Executive Officers and Directors of ASRC are as follows: |
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Patsy Aamodt |
Corporate Secretary and Director |
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Jacob Adams |
Director |
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Mary Ellen Ahmaogak |
Director |
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C. Eugene Brower |
Director |
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Richard Glenn |
Vice President of Lands and Director |
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Candace Itta |
Director |
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George T. Kaleak, Sr. |
2nd Vice President and Director |
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Mark Kroloff |
Chief Operating Officer |
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Kristin Mellinger |
Chief Financial Officer |
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Brenda Moser |
Vice President Administration |
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Ida Olemaun |
Director |
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Raymond Paneak |
3rd Vice President and Director |
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Crawford Patkotak |
Treasurer and Director |
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Molly Pederson |
Vice-Chairman and Director |
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Roberta Quintavell |
President/CEO and Director |
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Rex A. Rock, Sr. |
Chairman and Director |
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Steve Seward |
Interim General Counsel |
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George Sielak |
1st Vice President and Director |
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Martha Tukrook |
Director |
The business address of all of the Executive Officers is 3900 C Street, Suite 801, Anchorage, AK 99503. A business address of all of the Directors is P.O. Box 129, Barrow, Alaska 99723. |
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CUSIP No. 369385 10 9 |
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(c) |
The present principal occupations of the officers and directors of ASRC and the addresses at which such employment is conducted are as follows:
Roberta Quintavell, President, Arctic Slope Regional Corporation, 3900 C Street, Suite 801, Anchorage, AK 99503
Rex A. Rock, Sr., President, Tikigaq Corporation, 2121 Abbott Road, Anchorage, AK 99507
George Sielak, Field Liaison, ASRC Energy Services, 3900 C Street, Suite 701, Anchorage, AK 99503
George T. Kaleak, Sr., DMS Supervisor, North Slope Borough, P.O. Box 27, Kaktovik, AK 99747
Raymond Paneak, Village Liaison, North Slope Borough, P.O. Box 21030, Anaktuvuk Pass, AK 99721
Crawford Patkotak, Treasurer/VP of Shareholder Development, Arctic Slope Regional Corporation, P.O. Box 129, Barrow, AK 99723
Patsy Aamodt, Corporate Secretary, Arctic Slope Regional Corporation, P.O. Box 129, Barrow, AK 99723
Richard Glenn, Vice President Land, Arctic Slope Regional Corporation, P.O. Box 129, Barrow, AK 99723
Candace Itta, Village Liaison, Inupiat Community of Arctic Slope (ICAS), P.O. Box 934, Barrow, AK 99723
Martha Tukrook, Secretary for the Health Aide, North Slope Borough, P.O. Box 59, Point Lay, AK 99759
Mark Kroloff, Chief Operating Officer, Arctic Slope Regional Corporation, 3900 C Street, Suite 801, Anchorage, AK 99503
Kristin Mellinger, Exec. VP/Chief Financial Officer, Arctic Slope Regional Corporation, 3900 C Street, Suite 801, Anchorage, AK 99503
Steve Seward, Interim General Counsel, Arctic Slope Regional Corporation, 3900 C Street, Suite 801, Anchorage, AK 99503
Brenda Moser, Vice President Administration, Arctic Slope Regional Corporation, 3900 C Street, Suite 801, Anchorage, AK 99503
Ida Olemaun, Jacob Adams, Mary Ellen Ahmaogak, C. Eugene Brower, and Molly Pederson, not employed
Tikigaq Corporation is a village corporation formed pursuant to the Alaska Native Claims Settlement Act of 1971 and located in the village of Point Hope, Alaska. ASRC Energy Services is a wholly owned subsidiary of Arctic Slope Regional Corporation which provides oilfield and construction services in Alaskas North Slope oil fields. The North Slope Borough is a political subdivision of the State of Alaska and the regional government for the north slope of Alaska. Inupiat Community of the Arctic Slope is the regional tribal government for the eight villages on Alaskas Arctic Slope.
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(d)-(e) |
During the last five years, neither ASRC nor, to the best knowledge of ASRC, any of the officers and directors of ASRC listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order 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, except as follows. In December 2005, Jacob Adams Sr. pleaded no contest to one count of misdemeanor reckless endangerment in District Court for the State of Alaska at Barrow, Alaska. The penalty imposed was 30 days incarceration, all of which were suspended or served as community service. In 2003, George T. Kaleak Sr. pleaded no contest to a misdemeanor charge of domestic violence and completed counseling, the only penalty. In 2003, Martha Tukrook was convicted of importation of alcohol without a license, for which she paid a $350 fine and completed probation.
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CUSIP No. 369385 10 9 |
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(f) |
To the best knowledge of ASRC, each of the officers and directors of ASRC listed above are citizens of the United States. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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ASRC has purchased an aggregate of 3,100,000 shares (the Shares) of Class A Common Stock in a privately negotiated transaction (executed through brokers) at an aggregate purchase price (excluding trading commissions and related administrative costs) of $18,909,776.00. The source of the funds used by ASRC to purchase the Shares was working capital of ASRC. |
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Item 4. |
Purpose of Transaction |
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ASRC acquired the Shares for investment purposes. ASRC, however, expects to evaluate on an ongoing basis the Issuers financial condition, business, operations, prospects, the market price of the Class A Common Stock and other securities of the Issuer, conditions in the securities markets generally, general economic and industry conditions and other factors. ASRC may purchase additional Class A Common Stock or other securities of the Issuer or may sell the Shares from time to time in public or private transactions. ASRC reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) below. ASRC may at any time reconsider and change their plans or proposals relating to the foregoing.
ASRC does not have any present plans or proposals which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (b) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries. (c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. (d) Any material change in the present capitalization or dividend policy of the Issuer. (e) Any other material change in the Issuers business or corporate structure. (f) Any changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person. (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. (i) Any action similar to any of those enumerated above. |
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CUSIP No. 369385 10 9 |
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Item 5. |
Interest in Securities of the Issuer |
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(a)-(b) |
ASRC beneficially owns, in the aggregate, 3,100,000 shares of Class A Common Stock, which represent approximately 6.2% of the outstanding Class A Common Stock. (1) ASRC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 3,100,000 shares of Class A Common Stock.
Mark Kroloff jointly owns with his wife, Leslie McDaniel Kroloff, 10,000 shares of Class A Common Stock, which represent approximately 0% of the outstanding Class A Common Stock. Mark Kroloff and his wife have shared power to vote or direct the vote, and shared power to dispose or direct the disposition, of all such 10,000 shares of Class A Common Stock. Leslie McDaniel Kroloff is retired and is a United States citizen. Her address is 3900 C Street, Suite 801, Anchorage, AK 99503. During the last five years, Leslie McDaniel Kroloff has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order 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. |
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(c)-(e) |
Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Issuer. |
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Item 7. |
Material to be Filed as Exhibits |
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Not applicable. |
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(1) All calculations of percentage ownership in this Schedule 13D are based on approximately 49,957,484 shares of Class A Common Stock outstanding as of October 31, 2007, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2007, which was filed by the Issuer with the Securities and Exchange Commission on November 6, 2007. |
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CUSIP No. 369385 10 9 |
Signature
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.
Dated: March 3, 2008
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ARCTIC SLOPE REGIONAL CORPORATION* |
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/s/ Mark Kroloff |
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By: |
Mark Kroloff |
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Title: |
Authorized Signatory |
* In executing and filing this Schedule 13D, Arctic Slope Regional Corporation does not intend to waive the exemption afforded it under 43 U.S.C.A. Section 1625.
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