-----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, UJ4uDf9aSGwajzPHkK+VV2NGK1Y72WelXU5WvTY1JivVzAWxha7i6OSS5e2OfW9r DSiDQjRR94yGZaZI9u+a4w== 0000808461-98-000021.txt : 19981109 0000808461-98-000021.hdr.sgml : 19981109 ACCESSION NUMBER: 0000808461-98-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19981106 EFFECTIVENESS DATE: 19981106 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: S-8 SEC ACT: SEC FILE NUMBER: 333-66877 FILM NUMBER: 98739335 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 S-8 1 GENERAL COMMUNICATION, INC. FORM S-8 As Filed with the Securities and Exchange Commission on November ____, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENERAL COMMUNICATION, INC. (Exact name of issuer as specified in its Charter) ALASKA 92-0072737 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781 (Address of Principal Executive Offices) (zip code) GENERAL COMMUNICATION, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) John M. Lowber General Communication, Inc. 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781 (Name and address of agent for service) (907) 265-5600 (Telephone number, including area code, of agent for service) Copy to: J. J. Brecht Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation 900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501 (907) 276-6401 CALCULATION OF REGISTRATION FEE
================================ =================== ================= ======================= ================ Proposed Proposed Maximum Amount of Title of Securities to be Amount to Maximum Aggregate Offering Registration Registered be Registered Offering Price (1) Price Fee - -------------------------------- ------------------- ----------------- ----------------------- ---------------- General Communication, Inc. Common Stock Class A 2,000,000 $6,062,000 $6,062,000 $1,788.29 Class B 400,000 $1,212,400 $1,212,400 $357.66 ---------- $7,247,400 TOTAL: $2,145.95 ================================ =================== ================= ======================= ================ 1 Estimated solely for the purpose of calculating the amount of the registration fee. For Class A common stock, based upon the average of the high and low sale prices of $3.0625 per share and $3.00 per share, respectively, i.e., an average of $3.031 per share, as quoted on the Nasdaq Stock Market on October 30, 1998. For Class B common stock, based upon the average of the bid and asked prices of $3.00 per share and $3.0625 per share, respectively, i.e., an average of $3.031 per share, as stated on the over-the-counter market on October 30, 1998.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information The contents of the initial registration statement pertaining to the General Communication, Inc. Qualified Employee Stock Purchase Plan filed with the Securities and Exchange Commission on Form S-8 on April 5, 1993 (Registration No. 33-60728) and the subsequent registration of additional shares filed with the Commission on Form S-8 on September 27, 1995 (Registration No. 333-8760) are incorporated by reference into this Registration Statement. Required opinions, consents and signatures are included in this Registration Statement in accordance with the provisions of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information See Item 1. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference See Item 1. Item 4. Description of Securities See Item 1. Item 5. Interests of Named Experts and Counsel See Item 1. Item 6. Indemnification of Directors and Officers See Item 1. Amendment to Registration Statement (S-8) Page 2 Item 7. Exemption from Registration Claimed See Item 1. Item 8. Exhibits See Exhibit Index and Exhibits at the end of this Registration Statement. Item 9. Undertakings The Company hereby undertakes each and every one of the following: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (adopted pursuant to the Securities Act of 1933, as amended) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is Amendment to Registration Statement (S-8) Page 3 contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) To agree that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) To agree that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where applicable, each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (5) To disclose, in so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that act and is, therefore, unenforceable; and in the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, to submit, unless in the opinion of its counsel the matter has been settled by controlling precedent, to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in that Act and to be governed by the final adjudication of that issue. Amendment to Registration Statement (S-8) Page 4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Municipality of Anchorage, State of Alaska, on November 2, 1998. GENERAL COMMUNICATION, INC. (Registrant) By: /s/ By: /s/ Ronald A. Duncan John M. Lowber President and Chief Chief Financial Officer Executive Officer (Principal Financial Officer) (Principal Executive Officer) By: /s/ Alfred J. Walker Vice President & Chief Accounting Officer (Principal Accounting Officer) Amendment to Registration Statement (S-8) Page 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: /s/ 10/29/98 Ronald A. Duncan Date President, Chief Executive Officer and Director (Principal Executive Officer) /s/ 10/30/98 Carter F. Page Date Chairman of the Board and Director /s/ 10/29/98 Robert M. Walp Date Vice Chairman of the Board and Director Donne F. Fisher Date Director /s/ 10/29/98 Jeffry C. Garvey Date Director John W. Gerdelman Date Director /s/ 10/30/98 William P. Glasgow Date Director Donald Lynch Date Director Larry E. Romrell Date Director /s/ 10/30/98 James M. Schneider Date Director Amendment to Registration Statement (S-8) Page 6 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Municipality of Anchorage, State of Alaska, on November 2, 1998. GENERAL COMMUNICATION, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN By: /s/ Alfred J. Walker Plan Administrator Amendment to Registration Statement (S-8) Page 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR THE GENERAL COMMUNICATION, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN Amendment to Registration Statement (S-8) Page 8 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4 Instruments defining rights of security holders, including indentures 4.1 (1) Restated Articles of Incorporation of General Communication, Inc. 4.2 (2) Bylaws of General Communication, Inc. 4.3.1 (3) Resolutions of Board of Directors of the Company and of Shareholders of the Company adopted at their December 17, 1986 meetings adopting Qualified Employee Stock Purchase Plan 4.3.2 Copy of the General Communication, Inc. Revised Qualified Employee Stock Purchase Plan 4.3.3 (3) Resolution of the Board of Directors of the Company at its June 4, 1992 meeting adopting certain amendments to the Plan to bring it into compliance with Rule 16b-3(d) (Participant Directed Transactions) 4.3.4 (3) Resolution of the Board of Directors of the Company adopted at its March 24, 1993 meeting adopting certain amendments to the Plan and re-establishing the Plan as an employee benefit plan of the Company 4.3.5 (3) Resolution of the Board of Directors of the Company at its March 24, 1993 meeting authorizing the increase of the allocation of common stock for acquisition by the Plan and the registration of the offering of that stock under the Securities Act of 1933 1/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1997. 2/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 1992. 3/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's Registration Statement for the Qualified Employee Stock Purchase Plan (Registration No. 33-60728) filed April 5, 1993. Amendment to Registration Statement (S-8) Page 9 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.3.6 (4) Certificate of Secretary on action by Board of Directors at its October 20, 1994 meeting approving certain amendments to the Plan to comply with the Tax Reform Act of 1986, as amended, and to allow for participating eligible employees to choose investments other than common stock of the Company; and resolution of the Board adopted at its December 20, 1994 meeting approving the revised plan 4.3.7 (4) Resolution of the Board of Directors of the Company adopted at its February 9, 1995 meeting pertaining to an increase of the number of shares of Class A common stock allocated to the Plan 4.3.8 (4) Certificate of Secretary on action of Board of Directors taken without a meeting and with unanimous consent approving certain additional amendments to the Plan to comply with the Tax Reform Act of 1986, as amended, primarily relating to investment responsibility and the relationship between the Plan Committee and the Trustee; and the corresponding Minutes of Action and Resolution (including those amendments) of the Board approving those amendments effective on September 1, 1995 4.3.9 Certificate of Secretary on action of Board of Directors taken at a teleconference meeting approving certain additional amendments to the Plan to relating to gross income as treated under the Internal Revenue Code of 1986, as amended; and an excerpt from the corresponding minutes (including a description of the amendments) of the Board approving those amendments effective January 1, 1995 4.3.10 Certificate of Secretary on action of Board of Directors taken at a teleconference meeting approving certain technical modifications to the Plan as proposed by the Internal Revenue Service; and an excerpt from the corresponding minutes (including a description of the amendments) of the Board approving those amendments effective January 1, 1996 4/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's registration statement for the Qualified Employee Stock Purchase Plan (Registration No. 333-8760) filed September 27, 1995. Amendment to Registration Statement (S-8) Page 10 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.3.11 Certificate of Secretary on action of Board of Directors taken at a meeting approving certain additional amendments to the Plan as proposed by the Internal Revenue Service; and an excerpt from the corresponding minutes (including a description of the amendments) of the Board approving those amendments effective June 25, 1997 4.3.12 Certificate of Secretary as to resolution of the Board of Directors of the Company adopted at its October 30, 1998 meeting pertaining to an increase of the number of shares of Class A and Class B common stock allocated to the Plan 4.4 (5) Revised Questions and Answers about the Qualified Employee Stock Purchase Plan (summary plan description),dated January 1, 1995 4.5.1 (3) IRS Determination on Qualified Employee Stock Purchase Plan and U.S. Department of Labor comments on ERISA, dated March 8, 1988 4.5.2 IRS Determinations on Qualified Employee Stock Purchase Plan, dated March 13, 1996 5 Opinion re legality 5.1 (3) Legal Opinion on Legality of Shares dated March 30, 1993 5.2 (4) Legal Opinion on Legality of Shares dated September 26, 1995 5.3 Legal Opinion on Legality of Shares dated November 2, 1998 15 None 23 Consents of experts and counsel 23.1 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation 23.2 Consent of Harris, Mericle, Wakayama & Mason, a Professional Limited Liability Company 23.3 Consent of KPMG Peat Marwick LLP 5/ Incorporated by reference and previously filed with the SEC as an exhibit to the Company's annual report on Form 10K for the year ended December 31, 1994. Amendment to Registration Statement (S-8) Page 11 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 24 None 99 Additional Exhibits 99.1 (3) Resolution Appointing Plan Administrator 99.2 (3) Resolutions Appointing Plan Committee Members 99.3 (4) Certificate of Secretary on Board of Directors Action appointing New Plan Committee Member Amendment to Registration Statement (S-8) Page 12 EX-4 2 CERTIFICATE OF SECRETARY EXHIBIT 4.3.9 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the resolution of the Board of Directors contained in the minutes of its meeting attached hereto as Exhibit 4.3.9A is a true and correct copy of that resolution as contained in those minutes duly adopted by the Board of Directors of General Communication, Inc. at its teleconference meeting held on October 20, 1995. Executed this 30th day of October, 1998 at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998. /s/ Notary Public in and for Alaska My Commission Expires: 1-17-01 Amendment to Registration Statement (S-8) Page 13 EX-4 3 EXCERPT FROM BOARD MINUTES EXHIBIT 4.3.9A EXCERPT FROM MINUTES OF OCTOBER 20, 1995 MEETING OF BOARD OF DIRECTORS OF GENERAL COMMUNICATION, INC. John Lowber next proposed and the Committee agreed that the definition of compensation included in the Company's Employee Stock Purchase Plan be amended so that compensation shall be calculated to include amounts that are not currently paid to a Participant and not includible in a Participant's gross income by reason of the application of Code Section 125 and 402(g). The change was incorporated as Amendment Number 2 to the Revised Qualified Employee Stock Purchase Plan of General Communication, Inc. The Board adopted the following resolution: Resolved, that Amendment Number 2 to the General Communication, Inc. Qualified Employee Stock Purchase Plan hereby is approved and adopted, effective January 1, 1995. Amendment to Registration Statement (S-8) Page 14 EX-4 4 CERTIFICATE OF SECRETARY EXHIBIT 4.3.10 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the resolution of the Board of Directors contained in the minutes of its meeting attached hereto as Exhibit 4.3.10A is a true and correct copy of that resolution as contained in those minutes duly adopted by the Board of Directors of General Communication, Inc. at its teleconference meeting held on April 12, 1996. Executed this 30th day of October, 1998 at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998. /s/ Notary Public in and for Alaska My Commission Expires: 1-17-01 Amendment to Registration Statement (S-8) Page 15 EX-4 5 EXCERPT FROM BOARD MINUTES EXHIBIT 4.3.10A EXCERPT FROM MINUTES OF APRIL 12, 1996 MEETING OF BOARD OF DIRECTORS OF GENERAL COMMUNICATION, INC. John Lowber informed the board that the Employee Stock Purchase Plan needed to be amended. The plan was reviewed by the IRS in order that the Plan receive an updated determination letter. The IRS proposed a number of technical modifications to the plan in order that it comply with IRS regulations. In addition, there is a desire, in light of the proposed cable company acquisitions and recent outsourcing agreements, to allow credit for years of employment with predecessor companies in order that such new employees not be disadvantaged with respect to their retirement savings programs. After discussion, the Board adopted the following resolutions which were designed to address such issues: RESOLVED, that Amendment Number 3 to the General Communication, Inc. Qualified Employee Stock Purchase Plan hereby is approved and adopted, effective January 1, 1989, and RESOLVED, that Amendment Number 4 to the General Communication, Inc. Qualified Employee Stock Purchase Plan hereby is approved and adopted, effective January 1, 1996. Amendment to Registration Statement (S-8) Page 16 EX-4 6 CERTIFICATE OF SECRETARY EXHIBIT 4.3.11 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the resolution of the Board of Directors contained in the minutes of its meeting attached hereto as Exhibit 4.3.11A is a true and correct copy of that resolution as contained in those minutes duly adopted by the Board of Directors of General Communication, Inc. at its meeting held on June 25, 1997. Executed this 30th day of October, 1998 at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998. /s/ Notary Public in and for Alaska My Commission Expires: 1-17-01 Amendment to Registration Statement (S-8) Page 17 EX-4 7 EXCERPT FROM BOARD MINUTES EXHIBIT 4.3.11A EXCERPT FROM MINUTES OF JUNE 25, 1997 MEETING OF BOARD OF DIRECTORS OF GENERAL COMMUNICATION, INC. ... the Board discussed two proposed amendments to the GCI Employee Stock Purchase Plan. The first amendment, (amendment number 5) pertained to adoption of a model amendment proposed by the Internal Revenue Service. The amendment is required if the plan ever is to or has received a trustee-to-trustee transfer of assets from a money purchase pension plan, a target benefit pension plan, or any other pension plan. GCI's advisors had recommended the amendment be adopted before June 30, 1997. After discussion, the Board adopted the following resolution: RESOLVED, that Amendment Number 5 to the General Communication, Inc. Qualified Employee Stock Purchase Plan hereby is approved and adopted. The second amendment (amendment number 6) was next discussed. Lowber noted that the amendment was necessary in order to accommodate the sale of GCI Class A stock by the Plan in order to allow plan participants to sell up to half of their GCI shares on a one-time basis as part of the secondary offering on which the Company was currently working. After discussion, the Board adopted the following resolution: RESOLVED, that the officers of the Corporation hereby are, and each of them hereby is, authorized in the name of and on behalf of the Corporation, to execute and deliver Amendment Number 6 to the Revised Qualified Employee Stock Purchase Plan of General Communication, Inc. (the "Amendment") , substantially in the form previously circulated to the directors of the Corporation, with such changes as the officers of [sic] officer executing the Amendment in the name and on behalf of the Corporation with the advice of counsel may deem necessary or desirable, the execution by such officers or officer to be conclusive evidence that they deemed such changes to be necessary or desirable. Amendment to Registration Statement (S-8) Page 18 EX-4 8 CERTIFICATE OF SECRETARY EXHIBIT 4.3.12 CERTIFICATE OF SECRETARY I, JOHN M. LOWBER, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation, do hereby certify and declare that the resolution of the Board of Directors contained in the minutes of its meeting attached hereto as Exhibit 4.3.12A is a true and correct copy of that resolution as contained in those minutes duly adopted by the Board of Directors of General Communication, Inc. at its teleconference meeting held on October 30, 1998. Executed this 30th day of October, 1998 at Anchorage, Alaska. GENERAL COMMUNICATION, INC. By: /s/ John M. Lowber, Secretary SUBSCRIBED AND SWORN TO before me this 30th day of October, 1998. /s/ Notary Public in and for Alaska My Commission Expires: 1-17-01 Amendment to Registration Statement (S-8) Page 19 EX-4 9 BOARD RESOLUTION EXHIBIT 4.3.12A BOARD RESOLUTION RESOLVED, that the Board of Directors of General Communication, Inc. ("Company") hereby approves increasing the allocation of additional shares to the Company's Qualified Employee Stock Purchase Plan ("Plan") as follows ("Plan Stock"): (1) Class A -- 2,000,000 shares; (2) Class B -- 400,000 shares; RESOLVED FURTHER, that the Board approves filing a registration statement pursuant to the federal Securities Act of 1933, as amended ("Securities Act") and, in particular, in the format of Form S-8, where such registration statement will pertain specifically to the registration of the offer of the Plan Stock and such Plan Stock will be offered or acquired through the Plan, as amended on this date; and RESOLVED FURTHER, that the president and other officers of the Company are directed to take such steps as are necessary to register the offer of the Plan Stock and otherwise to be in compliance with the Securities Act and other securities laws. Amendment to Registration Statement (S-8) Page 20 EX-4 10 PLAN DETERMINATION LETTER EXHIBIT 4.5.2 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE DISTRICT DIRECTOR 450 GOLDEN GATE AVENUE, MS 7-4-01 SAN FRANCISCO, CA 94102 Employer Identification Number: Date: MAR 13 1996 92-0072737 File Folder Number: GENERAL COMMUNICATION, INC. 921000549 C/O MICHAEL SANCHEZ, ESQ. Person to Contact: SHERMAN & HOWARD LLC MING TOM 633 17TH STREET, SUITE 3000 Contact Telephone Number: DENVER, CO 80202 (415) 522-6057 Plan Name: GENERAL COMMUNICATION, INC. EMPLOYEE STOCK PURCHASE PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 1/10/96. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on 12/20/94. This determination letter is also applicable for the amendment(s) adopted on 9/1/95 & 10/24/95. This determination letter is applicable for the plan adopted on 11/3/87. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 21 -2- GENERAL COMMUNICATION, INC. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Richard R. Orosco District Director Enclosures: Publication 794 Addendum Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 22 -3- GENERAL COMMUNICATION, INC. This plan also satisfies the requirements of Code section 401(k). This is an updated letter. Letter 835 (DO/CG) Amendment to Registration Statement (S-8) Page 23 EX-5 11 OPINION OF LEGAL COUNSEL EXHIBIT 5.3 WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT A PROFESSIONAL CORPORATION JULIUS J. BRECHT TELEPHONE CHERYL RAWLS BROOKING (907) 276-6401 CYNTHIA L. CARTLEDGE BARBARA J. DREYER ATTORNEYS AT LAW FACSIMILE ROBERT M. JOHNSON (907) 276-5093 BRADLEY E. MEYEN 900 WEST 5TH AVENUE, SUITE 600 KENNETH E. VASSAR E-MAIL MARSHALL T. WHITE ANCHORAGE, ALASKA 99501-2048 wajb@alaska.net ERIC E. WOHLFORTH OF COUNSEL PETER ARGETSINGER November 2, 1998 Ronald A. Duncan, President General Communication, Inc. 2550 Denali Street, Suite 1000 Anchorage, Alaska 99503 Re: Opinion As To Legality of Shares To Be Issued Pursuant To General Communication, Inc. Qualified Employee Stock Purchase Plan; Our File No. 618.0625 Dear Mr. Duncan: You have requested an opinion from this firm on behalf of General Communication, Inc. ("Company"), in connection with shares of common stock of the Company ("Shares") to be allocated and issued in conjunction with the Company's revised Qualified Employee Stock Purchase Plan ("Plan"). It is this firm's understanding that the facts surrounding these proposed transactions are represented by the Company as follows ("Facts"): 1. The Plan was adopted by the board of directors of the Company ("Board") by resolution at its December 17, 1986 meeting called and conducted in accordance with the Restated Articles of Incorporation and Bylaws of the Company ("Articles" and "Bylaws", respectively), and the Plan was approved by the Company's then sole shareholder, Western Tele-Communications, Inc., by resolution at the Company's shareholder meeting held on December 17, 1986; and the Plan was later amended by the Board on June 4, 1992 to comply with changes to the federal Rule 16b-3; on March 24, 1993 the Board approved an increased allocation of stock to the Plan in the amount of 700,000 shares of Class A common stock and 100,000 shares of Class B Amendment to Registration Statement (S-8) Ronald A. Duncan, President General Communication, Inc. Re: Opinion As To Legality of Shares To Be Issued Pursuant To General Communication, Inc. Qualified Employee Stock Purchase Plan November 2, 1998 Page 2 common stock, on October 20, 1994 to comply with the Internal Revenue Code of 1986, as amended, and The Plan was amended by the Board to allow participating eligible employees to choose to invest in securities other than the common stock of the Company; on February 9, 1995 the Board approved an increased allocation of stock to the Plan in the amount of 800,000 shares of Class A common stock; on September 1, 1995 the Plan was amended by the Board to comply with provisions of the Internal Revenue Code of 1986, as amended, primarily related to investment responsibility and the relationship between the Plan Committee and the Trustee; and on October 30, 1998, the Board approved an increased allocation of stock to the Plan in the form of the Shares, i.e., 2,000,000 shares of Class A and 400,000 shares of Class B common stock; 2. The Articles provide that the Company has the power to issue and sell any stock and further expressly provides for the issuance of Class A common stock and Class B common stock; 3. The Plan provides for the acquisition of Class A and Class B common stock of the Company by the Plan on behalf of qualified employees, and there are shares available for issuance by the Company under the Plan and pursuant to the Articles; 4. The material provisions of the Articles and Bylaws pertaining to the issuance of Class A common stock and Class B common stock in effect as of the date of this letter were those in effect as of October 30, 1998; 5. The Company was incorporated as an Alaska corporation and received a Certificate of Incorporation dated July 16, 1979 from the Alaska Department of Commerce and Economic Development; 6. The Company is in good standing with respect to the reporting and corporation tax requirements of the Alaska Corporations Code to which the Company is subject, and the Company is otherwise validly existing as an Alaska corporation pursuant to the laws of the State of Amendment to Registration Statement (S-8) Ronald A. Duncan, President General Communication, Inc. Re: Opinion As To Legality of Shares To Be Issued Pursuant To General Communication, Inc. Qualified Employee Stock Purchase Plan November 2, 1998 Page 3 Alaska with all requisite powers to own property and to conduct its business in the manner contemplated by the Articles and Bylaws; Copies of the Articles and Bylaws, as amended and revised, respectively, Certificate of Incorporation, as restated, the above referenced resolutions, and the Plan have been delivered to this firm. We have reviewed these documents. The Articles provide that the Company is organized for the purposes of transacting any and all lawful business for which corporations may be incorporated under the Alaska Corporations Code. Based upon the foregoing Facts, we are of the opinion as follows. Assuming due compliance with applicable federal and state securities laws, (1) the Shares will, when issued through the Plan, represent newly created and legally issued, fully paid, and non-assessable shares of Class A common stock in the Company or shares of Class B common stock of the Company, as the case may be, and (ii) each holder of a Share will be entitled to the benefits of a shareholder pro rata based on ownership of outstanding shares of the respective class of common stock of the Company. This letter must not be quoted or referred to in the Company's financial statements or provided to persons other than the officers and directors of the Company without prior consultation with us or our prior written consent. The firm is aware of the Company's intent to and consents to the use of this letter as an exhibit in an amendment to Form S-8 registration with the Securities and Exchange Commission pertaining to the Shares to be allocated to the Plan. Sincerely, WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT /s/ Julius J. Brecht JJB/neb Amendment to Registration Statement (S-8) EX-23 12 CONSENT OF LEGAL COUNSEL EXHIBIT 23.1 CONSENT OF LEGAL COUNSEL We hereby consent to the use, in the Prospectus as outlined in Securities and Exchange Commission Form S-8, of our name as special counsel to General Communication, Inc. in the preparation of the Prospectus and the rendering of certain opinions including an opinion as to the legality of the shares. WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT, A Professional Corporation /s/ Anchorage, Alaska November 2, 1998 Amendment to Registration Statement (S-8) Page 27 EX-23 13 CONSENT OF LEGAL COUNSEL EXHIBIT 23.2 CONSENT OF LEGAL COUNSEL We hereby consent to the use, in the Prospectus as outlined in Securities and Exchange Commission Form S-8, of our name as special tax counsel to General Communication, Inc. in the preparation of the Prospectus. HARRIS, MERICLE, WAKAYAMA & MASON, a Professional Limited Liability Company /s/ Seattle, Washington October 30, 1998 Amendment to Registration Statement (S-8) Page 28 EX-23 14 CONSENT OF AUDITORS EXHIBIT 23.3 KPMG Peat Marwick LLP 601 West Fifth Avenue Suite 700 Anchorage, AK 99501-2258 CONSENT OF INDEPENDENT AUDITORS The Board of Directors General Communication, Inc.: We consent to the use of our reports, incorporated herein by reference, in the registration statement. KPMG PEAT MARWICK LLP /s/ Anchorage, Alaska October 29, 1998 Amendment to Registration Statement (S-8) Page 29 -----END PRIVACY-ENHANCED MESSAGE-----