-----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, JgIa8+rJmGGTZbaJCH46AAUv9UuFjTrL+wDNZlhB02cAP8DohyYmKmX/+/9E4GZo iG34xLuGGz0VfuaERaBUqg== 0000808461-05-000027.txt : 20050611 0000808461-05-000027.hdr.sgml : 20050611 20050525193245 ACCESSION NUMBER: 0000808461-05-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050525 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050525 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: 05857989 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 gci8k052505form.txt GENERAL COMMUNICATION, INC. FORM 8-K 05 25 05 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): May 25, 2005 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 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement On May 25, 2005, General Communication, Inc. (GCI) announced that it reached and closed a definitive agreement with Toronto Dominion Securities (TD) to repurchase the remaining 4,314 shares of GCI Series B Preferred stock for a total purchase price of $6,607,027. The 4,314 preferred shares were convertible into 777,297 shares of GCI's Class A Common shares and the transaction price represents an equivalent Class A Common share purchase price of $8.50 per share. The preferred shares held by TD were issued as part of a $20 million private equity investment made on April 30, 1999. 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 May 25, 2005 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: May 25, 2005 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 May 25, 2005. EX-99 2 gci8k052505exhibit.txt EXHIBIT 99.1 Exhibit 99.1 May 25, 2005 Bruce Broquet, (907) 868-6660; bbroquet@gci.com David Morris, (907) 868-5396; dmorris@gci.com FOR IMMEDIATE RELEASE GCI ANNOUNCES REPURCHASE OF ALL SERIES B PREFERRED SHARES ANCHORAGE, AK -- General Communication, Inc. (NASDAQ: GNCMA) ("GCI") announced today that it reached and closed a definitive agreement with Toronto Dominion Securities (TD) to repurchase the remaining 4,314 shares of GCI Series B Preferred stock for a total purchase price of $6,607,027. The 4,314 preferred shares were convertible into 777,297 shares of GCI's Class A Common shares and the transaction price represents an equivalent Class A Common share purchase price of $8.50 per share. The preferred shares held by TD were issued as part of a $20 million private equity investment made on April 30, 1999. "We are pleased to announce this transaction with Toronto Dominion Securities," said John Lowber, GCI Senior Vice President and CFO. "This agreement is separate from our stock repurchase program announced in 2004 and concludes our strategy to repurchase our preferred equity securities." Funds for the transaction will be provided from the company's existing cash balances. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----