8-K

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):  August 8, 2011

General Communication, Inc.

(Exact name of registrant as specified in its charter)

State of Alaska	0-15279	92-0072737
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

James M. Schneider resigned from his position on the Audit Committee of the Board of Directors of General Communication, Inc. effective as of August 8, 2011.  Mr. Schneider resigned as a result of the Securities and Exchange Commission’s interpretation of Mr. Schneider’s obligations under the settlement of the civil action filed by the Securities and Exchange Commission against Mr. Schneider and the other current and former officers of Dell Inc.  Mr. Schneider did not resign from the Audit Committee as a result of any disagreement with the Audit Committee on any matter relating to General Communication, Inc.’s operations, policies or practices.  Mr. Schneider will remain a member of the Board of Directors of General Communication, Inc. following his resignation from the Audit Committee.  A copy of his resignation letter, dated August 8, 2011, is included with this 8-K as Exhibit 99.1.

On August 8, 2011, the Board of Directors of General Communication, Inc. appointed Scott M. Fisher, a current independent director of General Communication, Inc., to serve on the Audit Committee effective upon the Board of Director’s acceptance of the resignation of Mr. Schneider.  The Board of Directors has determined that Mr. Fisher meets the requirements to serve on the Audit Committee, as set forth in NASDAQ Listing Rule 5605(c)(2)(A).  At the meeting the Board of Directors also appointed Stephen R. Mooney, a current member of the Audit Committee, as chair of the Audit Committee.

Mr. Fisher was appointed to the Board of Directors in December 2005.  He has, since 1998, been a partner of Fisher Capital Partners, Ltd., a private equity and real estate investment company located in Denver, Colorado.  Prior to that from June 1990 to April 1998, he was Vice President at The Bank of New York and BNY Capital Resources Corporation, an affiliate of The Bank of New York, where he worked in the corporate lending and commercial leasing departments. His present term as director expires in 2013.

Section 8 — Other Events

Item 8.01  Other Events

On August 8, 2011, GCI, Inc., which is a wholly-owned subsidiary of General Communication, Inc., issued a press release announcing that it has extended its offer to the holders of the $325.0 million aggregate principal amount of its 6 3/4% Senior Notes Due 2021, issued May 20, 2011, to exchange such notes for a like principal amount of notes having identical terms other than that such new notes have been registered under the Securities Act of 1933, as amended.  The exchange offer, which had been scheduled to expire on August 4, 2011 at 12:00 midnight, New York City time, will now expire at 12:00 midnight, New York City time, on August 12, 2011, unless further extended by GCI, Inc.  The press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

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Section 9 — Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Resignation Letter from James M. Schneider, dated as of August 8, 2011
99.2	News Release issued by GCI, Inc. on August 8, 2011

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SIGNATURES

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:   August 8, 2011
	By:	/s/ John M. Lowber
	Name:	John M. Lowber
	Title:	Senior Vice President, Chief Financial Officer, Secretary and Treasurer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Resignation Letter from James M. Schneider, dated as of August 8, 2011
99.2	News Release issued by GCI, Inc. on August 8, 2011

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EX-99.1

Exhibit 99.1

The Board of Directors

General Communication, Inc.

2550 Denali Street, Suite 1000

Anchorage, Alaska 99503

August 8, 2011

Dear Sirs,

I hereby resign from my position on the Audit Committee of the Board of Directors of General Communication, Inc. (GCI) effective as of August 8, 2011.  I am taking this action as a result of the Securities and Exchange Commission’s (SEC) interpretation of my obligations under the settlement of the civil action filed by the SEC against me and the other current and former officers of Dell Inc.  I am not resigning from the Audit Committee as a result of any disagreement with the Audit Committee on any matter relating to GCI’s operations, policies or practices.  Please note that I am not resigning from my position on the Board of Directors of GCI.

Sincerely,

/s/ James M. Schneider

James M. Schneider

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EX-99.2

Exhibit 99.2

August 8, 2011

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, INC. ANNOUNCES AN EXTENSION OF EXPIRATION DATE

FOR EXCHANGE OFFER

ANCHORAGE, AK — August 8, 2011 — General Communication, Inc. (NASDAQ: GNCMA) today announced that its wholly owned subsidiary, GCI, Inc. (“GCI”), is extending the expiration date of the offer to exchange an aggregate principal amount of up to $325,000,000 of GCI’s new 6 ¾% Senior Notes Due 2021, which have been registered under the Securities Act of 1933, for a like amount of GCI’s old 6 ¾% Senior Notes Due 2021 issued in a private offering on May 20, 2011.  GCI has extended the offer in order to provide the holders of notes with sufficient time to review a supplement to the prospectus dated July 7, 2011 concerning the exchange offer.  The supplement to the prospectus, which is being delivered today to holders of the notes, will include information about the resignation of James M. Schneider from the Audit Committee of the Board of Directors of General Communication, Inc. and the appointment of Scott M. Fisher to the Audit Committee to fill the vacancy created by the resignation of Mr. Schneider.

The offer, which was scheduled to expire at 12:00 midnight, New York City time, on Thursday, August 4, 2011, will now expire at 12:00 midnight New York City time, on Friday, August 12, 2011, unless further extended by GCI.  All other terms, provisions and conditions of the exchange offer will remain in full force and effect.  Holders of notes will continue to have the right to withdraw tenders of notes at any time prior to the expiration of the offer

GCI appointed Union Bank, N.A. as exchange agent for the exchange offer. GCI has been informed by the exchange agent that as of 5:00 p.m. August 4, 2011, of the $325,000,000 principal amount of 6 ¾% Senior Notes Due 2021 outstanding, $325,000,000 had been tendered.

This press release is not an offer to exchange the outstanding notes, which may be made only pursuant to the terms of the prospectus dated July 7, 2011, as supplemented on August 8, 2011, and related letter of transmittal, and those documents should be consulted for additional information regarding delivery procedures and the terms and conditions of the exchange offer.  Copies of the prospectus, supplement and related letter of transmittal may be obtained by contacting Union Bank, N.A. at the contact information below:

By Facsimile:	By Registered or Certified Mail, Hand or Overnight Delivery:
(213) 972-5695 Attention: Josefina Benavides, Corporate Trust Department Confirm by Telephone: (213) 972-5679	Union Bank, N.A. Corporate Trust Department 120 South San Pedro Street, 4th Floor Los Angeles, CA 90012 Attention: Josefina Benavides

GCI is the largest telecommunications company in Alaska. GCI’s cable plant, which provides voice, video, and broadband data services, passes 90 percent of Alaska households. GCI operates Alaska’s most extensive terrestrial/subsea fiber optic network which connects not only

Anchorage but also Fairbanks and Juneau/Southeast Alaska to the lower 48 states with a diversely routed, protected fiber network. GCI’s satellite network provides communications services to small towns and communities throughout rural Alaska. GCI’s newly constructed statewide mobile wireless network seamlessly links urban and rural Alaska for the first time in the state’s history.

A pioneer in bundled services, GCI is the top provider of voice, data, and video services to Alaska consumers with a 70 percent share of the consumer broadband market. GCI is also the leading provider of communications services to enterprise customers, particularly large enterprise customers with complex data networking needs. More information about GCI can be found at www.gci.com.

The foregoing contains forward-looking statements regarding GCI’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.

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