-----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, IoTI1wUjol+OmpAikCSaMgkoIBSPDo8qxadwCJPfjb5lPah/h940Vts4nd/FXxhW uOkHf6c8c3ovQpdMDXo1pA== 0000808461-04-000040.txt : 20041208 0000808461-04-000040.hdr.sgml : 20041208 20041208144655 ACCESSION NUMBER: 0000808461-04-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041207 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 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: 041190629 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 gci8k120704form.txt GENERAL COMMUNICATION, INC. FORM 8-K 12 07 04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 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) No.) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On December 7, 2004, General Communication, Inc. (GCI) announced the closing of its $70 million add-on bond transaction. In a private transaction concurrent with add-on bond closing, GCI repurchased 3,751,509 GCI Class A common shares at $8.33 per share and $10 million face value of GCI Series C Preferred Stock from MCI. The aggregate amount of the equity repurchase totaled $41.3 million. In addition, $10 million of the add-on bond proceeds were used to repay GCI's outstanding balance on its revolving credit facility. The remaining balance of the bond proceeds of more than $17 million, after fees and expenses, will be used for other general corporate purposes. A copy of the press release is attached as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired: Not Applicable (b) Pro forma financial information: Not Applicable (c) Exhibit: 99.1 Press release dated December 7, 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: December 7, 2004 By /s/ ----------------------------------- 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 December 7, 2004. EX-99 2 gci8k120704exhibit.txt EXHIBIT 99.1 Exhibit 99.1 December 7, 2004 John Lowber, (907) 868-5628; jlowber@gci.com Bruce Broquet, (907) 868-6660; bbroquet@gci.com David Morris, (907) 265-5396; dmorris@gci.com FOR IMMEDIATE RELEASE GCI CLOSES $70 MILLION ADD-ON BOND TRANSACTION AND REPURCHASE OF 3.75 MILLION SHARES HELD BY MCI ANCHORAGE, AK -- General Communication, Inc. (NASDAQ: GNCMA) ("GCI") announced today the closing of its $70 million add-on bond transaction. In a private transaction concurrent with add-on bond closing, GCI repurchased 3,751,509 GCI Class A common shares at $8.33 per share and $10 million face value of GCI Series C Preferred Stock from MCI. The aggregate amount of the equity repurchase totaled $41.3 million. In addition, $10 million of the add-on bond proceeds were used to repay GCI's outstanding balance on its revolving credit facility. The remaining balance of the bond proceeds of more than $17 million, after fees and expenses, will be used for other general corporate purposes. The add-on bond transaction was led by Deutsche Bank Securities. Jefferies & Company, Inc., and Calyon Securities (USA) Inc. participated as co-managers. GCI is the largest Alaska-based and operated integrated telecommunications 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 Form 10-K and 10-Q filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----