-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Acv1EUm/nyuPbn3EYUcn14+/HZc4z0nSRhiobCRq5mlYHQzWRSTgLZht88Smc713 jjD9hLg6fmO21VrNawRtEg== 0000808461-04-000003.txt : 20040219 0000808461-04-000003.hdr.sgml : 20040219 20040218174516 ACCESSION NUMBER: 0000808461-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL COMMUNICATION INC CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 920072737 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15279 FILM NUMBER: 04614127 BUSINESS ADDRESS: STREET 1: 2550 DENALI ST STE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072655600 MAIL ADDRESS: STREET 1: 2550 DENALI STREET STREET 2: SUITE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 8-K 1 gci8k021704form.txt GENERAL COMMUNICATION, INC. FORM 8-K 2/17/2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 17, 2004 GENERAL COMMUNICATION, INC. (Exact Name of Registrant as Specified in its Charter) Alaska 0-15279 92-0072737 - --------------- ---------------------- ------------ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification Incorporation) Number) 2550 Denali Street Suite 1000 Anchorage, Alaska 99503 ----------------------------------------------------- -------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (907) 868-5600 NONE ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Regulation FD Disclosure. General Communication, Inc. announced the following: Closing of the private offering of $250 million principal amount of 7.25% Senior Notes due February 15, 2014 by GCI, Inc., its wholly owned subsidiary. The net proceeds of the offering will be used to repay GCI, Inc.'s existing $180 million 9.75% Senior Notes due August 1, 2007 and to repay senior bank debt. The private offering increased to $250 million in principal amount from the previously announced $230 million. In connection with the previously announced cash tender offer and consent solicitation by GCI, Inc. for any and all of its $180 million outstanding principal amount of 9.75% Senior Notes due 2007, GCI, Inc. has accepted for payment $114,591,500 principal amount of notes validly tendered. Such notes accepted for payment will receive total consideration of $1,035.00 per $1,000 principal amount, plus accrued and on unpaid interest up to, but not including, February 17, 2004. The offer remains open until March 2, 2004; however, a consent payment of $10.00 per $1,000 principal amount has expired. GCI, Inc. issued a notice of redemption to all the holders of its 9.75% Senior Notes due 2007. The notice calls for redemption of the remaining $65,408,500 principal amount of such notes on March 18, 2004 at a redemption price of $1,032.50 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, March 18, 2004. Certain proposed amendments to the indenture governing the 9.75% Senior Notes due 2007 became operative. A copy of the press release is attached as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated by reference herein. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: None (b) Pro forma financial information: None (c) Exhibit: 99.1 Press release dated February 17, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL COMMUNICATION, INC. --------------------------- (Registrant) Date: February 17, 2004 By /s/ John M. Lowber ----------------------------------- Name: John M. Lowber Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) EXHIBIT INDEX Exhibit No. Description - ----------- -------------------------------------------------------- 99.1 Press release of General Communication, Inc., dated February 17, 2004. EX-99 3 gci8k021704exhibit.txt EXHIBIT 99.1 Exhibit 99.1 February 17, 2004 John Lowber, (907) 868-5628; jlowber@gci.com Bruce Broquet, (907) 868-6660; bbroquet@gci.com FOR IMMEDIATE RELEASE GCI. INC ANNOUNCES CLOSING OF 7.25 PERCENT SENIOR NOTES DUE 2014, AMENDMENT TO INDENTURE FOR ITS 9.75 PERCENT SENIOR NOTES DUE 2007 AND CALL FOR REDEMPTION OF REMAINING 9.75 PERCENT SENIOR NOTES DUE 2007 ANCHORAGE, AK -- General Communication, Inc. (NASDAQ: GNCMA) announced today the closing of the private offering of $250 million principal amount of 7.25 percent Senior Notes due February 15, 2014 by GCI, Inc., its wholly owned subsidiary. The net proceeds of the offering will be used to repay GCI, Inc.'s existing $180 million 9.75 percent Senior Notes due August 1, 2007 and to repay senior bank debt. The private offering increased to $250 million in principal amount from the previously announced $230 million. The notes were offered only to qualified institutional buyers and non-U.S. persons, pursuant to Rule 144A and Regulation S, respectively, of the Securities Act of 1933, as amended. The notes are senior unsecured and unsubordinated obligations of GCI, Inc., and will pay interest semi-annually. In connection with this private offering, the notes have not been registered under the Securities Act and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the notes. The company also announced today that, in connection with the previously announced cash tender offer and consent solicitation by GCI, Inc. (the "Offer") for any and all of its $180 million outstanding principal amount of 9.75 percent Senior Notes due 2007, GCI, Inc. has accepted for payment $114,591,500 principal amount of notes validly tendered on or prior to 5:00 p.m. New York City time on February 13, 2004. Such notes accepted for payment will receive total consideration of $1,035.00 per $1,000 principal amount, consisting of the purchase price of $1,025.00 per $1,000 principal amount, the consent payment of $10.00 per $1,000 principal amount, plus accrued and on unpaid interest up to, but not including, February 17, 2004. The Offer remains open until March 2, 2004; however, the consent payment of $10.00 per $1,000 principal amount has expired. Therefore, any holders who tender notes pursuant to the Offer would now receive less consideration than if they were to instead surrender such notes pursuant to the redemption described below. Certain proposed amendments to the indenture governing the 9.75 percent Senior Notes due 2007 became operative today. The proposed amendments eliminate substantially all of the restrictive covenants and make other revisions to the indenture. Adoption of the proposed amendments required the consent of holders of at least a majority of the principal amount of the outstanding notes, which was obtained in connection with the Offer. The company also announced today that GCI, Inc. issued a notice of redemption to all the holders of its 9.75 percent Senior Notes due 2007. The notice calls for redemption of the remaining $65,408,500 principal amount of such notes on March 18, 2004 at a redemption price of $1,032.50 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, March 18, 2004. GCI is the largest Alaska-based and operated integrated communications provider. A pioneer in bundled services, GCI provides local, wireless, and long distance telephone, cable television, Internet and data communication services. More information about the company can be found at www.gci.com. The foregoing contains forward-looking statements regarding the company's expected results that are based on management's expectations as well as on a number of assumptions concerning future events. Actual results might differ materially from those projected in the forward-looking statements due to uncertainties and other factors, many of which are outside GCI's control. Additional information concerning factors that could cause actual results to differ materially from those in the forward looking statements is contained in GCI's cautionary statement sections of Forms 10-K and 10-Q filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----