-----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, SumViUJcJ74UFOkAZqT63IH18tOY1y4Ey8pz63WekW9dFsyFdsL4fLjYLSuDM2Ow PoKCbzs7Keh0Vdps5Ob8Ag== 0000808461-06-000109.txt : 20060622 0000808461-06-000109.hdr.sgml : 20060622 20060622130159 ACCESSION NUMBER: 0000808461-06-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060616 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060622 DATE AS OF CHANGE: 20060622 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: 06919034 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 gci8k062206form.txt GENERAL COMMUNICATION, INC. FORM 8-K 06 16 06 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): June 16, 2006 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) 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 June 16, 2006, General Communication, Inc. ("GCI") entered into a Reorganization Agreement with the members of Alaska DigiTel, LLC ("AKD") and certain other parties setting forth the formal terms and conditions of GCI's previously announced agreement to invest $29.5 million in AKD in exchange for a majority non-controlling equity interest in AKD. The principal terms of the Reorganization Agreement are the same as those that were previously reported in GCI's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2005, which was filed after the parties executed a binding memorandum of understanding for the transaction (a copy of which was filed as Exhibit 10.133 to GCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2005). The Reorganization Agreement, which supersedes the binding memorandum of understanding, contains customary representations, warranties and covenants and is subject to customary closing conditions, including the receipt of regulatory approvals. Applications for all required regulatory approvals have been filed and are currently pending. Matanuska Telephone Association filed a petition with the Federal Communications Commission against GCI's application in February 2006. The transaction is expected to close as soon as such regulatory approvals have been received. 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: June 21, 2006 By /s/ John M. Lowber -------------------------------- Name: John M. Lowber Title: Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----