UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission File No. 0-15279
A. Full title of the plan and the address of the plan if different from that of
the issuer named below:
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
GENERAL COMMUNICATION, INC.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
1
INDEX
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
FORM 11-K
FOR THE YEAR ENDED DECEMBER 31, 1997
Page Number
-----------------
Independent Auditors' Report dated June 12, 1998 3
Statements of Net Assets Available for Plan Benefits at December 31, 1997 and 1996 4
Statements of Changes in Net Assets Available for Plan Benefits for the Years
Ended December 31, 1997, 1996 and 1995 5
Notes to Financial Statements 6
Supplemental Schedule I 13
Supplemental Schedule IV 14
Consent of Independent Auditors 15
Signature 16
2
Independent Auditors' Report
The General Communication, Inc. Qualified
Employee Stock Purchase Plan Trustees
General Communication, Inc. Qualified
Employee Stock Purchase Plan
We have audited the accompanying statements of net assets available for plan
benefits of General Communication, Inc. Qualified Employee Stock Purchase Plan
as of December 31, 1997 and 1996, and the related statements of changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1997. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of General
Communication, Inc. Qualified Employee Stock Purchase Plan at December 31, 1997
and 1996, and the changes in those net assets available for plan benefits for
each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules I and IV are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG PEAT MARWICK LLP
Anchorage, Alaska
June 12, 1998
3
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Statements of Net Assets Available for Plan Benefits
December 31,
1997 1996
-------------- ---------------
Cash and cash equivalents (note 6) $ 322,862 462,139
-------------- ---------------
Investments (notes 7 and 8):
General Communication, Inc. common stock 14,212,992 15,710,456
MCI Communications Corp. common stock 300,547 31,707
Tele-Communications, Inc. common stock 161,366 9,057
Mutual fund investments 2,992,635 255,616
Participant notes receivable 463,876 306,343
-------------- ---------------
18,131,416 16,313,179
-------------- ---------------
Contributions receivable:
Employee 88,807 57,870
Employer 76,891 52,135
-------------- ---------------
165,698 110,005
Investment income receivable 2,959 2,259
-------------- ---------------
Net assets available for plan benefits $ 18,622,935 16,887,582
============== ===============
See accompanying notes to financial statements.
4
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31,
1997 1996 1995
--------------- --------------- ---------------
Contributions:
Employee $ 2,184,207 1,170,538 918,423
Employer 1,717,527 1,033,618 872,388
Rollover from cable entities (note 7) 1,563,137 --- ---
--------------- --------------- ---------------
5,464,871 2,204,156 1,790,811
--------------- --------------- ---------------
Investment income:
Interest income 83,519 20,642 9,840
Dividend income 68,377 8,113 155
Capital gains distributions 256,775 --- ---
Net realized losses (267,048) --- ---
Net change in unrealized appreciation (depreciation) of
investments (2,495,729) 5,550,089 1,960,257
--------------- --------------- ---------------
(2,354,106) 5,578,844 1,970,252
--------------- --------------- ---------------
Increase in net assets available for plan benefits 3,110,765 7,783,000 3,761,063
Employee withdrawals 1,375,412 799,994 554,618
--------------- --------------- ---------------
Net increase in net assets available for plan benefits 1,735,353 6,983,006 3,206,455
Net assets available for plan benefits at beginning of period 16,887,582 9,904,576 6,698,131
--------------- --------------- ---------------
Net assets available for plan benefits at end of period $ 18,622,935 16,887,582 9,904,576
=============== =============== ===============
See accompanying notes to financial statements.
5
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(1) Description of Plan
The following description of the General Communication, Inc. Qualified
Employee Stock Purchase Plan ("Plan") provides general information
only. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering employees of
General Communication, Inc. ("GCI") and affiliated companies (GCI,
Inc., GCI Holdings, Inc., GCI Communication Corp., GCI Communication
Services, Inc., GCI Leasing Co., Inc., GCI Cable, Inc., GCI
Cable/Fairbanks, Inc., GCI Cable/Juneau, Inc., Prime Cable of
Alaska, L.P., GCI Transport Co., Inc., GCI Satellite Co., Inc., GCI
Fiber Co., Inc., Fiber Hold Co., Inc. and Alaska United Fiber System
Partnership) ("Company") who have completed one year of service, as
defined in the Plan agreement.
Contributions
The Plan provides for a qualified cash or deferred arrangement as
defined in Section 401(k) of the Internal Revenue Code of 1986
("Code"). A participant may elect the following methods to make
employee contributions:
(1) Salary Reduction Contributions ("before-tax contributions")
which will not be included in the participant's current
earnings for federal income tax purposes but rather are
taxable upon distribution; or,
(2) Non-qualified Voluntary Contributions ("after-tax
contributions") which will be included in the participant's
current earnings for federal income tax purposes.
Eligible employees of the Company may elect to reduce their
compensation in any amount up to 10% of such compensation up to a
maximum of $10,000 in 1998, $9,500 in 1997 and 1996, and $9,240 in
1995; they may contribute up to 10% of their compensation with
after-tax dollars; or they may elect a combination of salary
reduction and after-tax contributions. The Company will match
employee salary reduction and after-tax contributions in any amount
determined by the Company each year, but not more than 10% of any
one employee's compensation will be matched in any pay period.
Forfeitures will be allocated along with the Company matching
contributions. All matching contributions are invested in GCI class
A or class B common stock. The combination of salary reduction,
after-tax, forfeited and matching contributions cannot exceed the
lesser of 25% of any employee's compensation (determined after
salary reduction) for any year, or $30,000. Compensation considered
for all Plan purposes is subject to a compensation ceiling of
$160,000 for 1998 and 1997, and $150,000 for 1996 and 1995.
Through June 30, 1995, the Company matched employee salary reduction
and after-tax contributions 100% with GCI Class A and Class B common
stock, limited to 10% of any one employee's compensation each pay
period. Commencing July 1, 1995, employee contributions invested in
GCI Class A and Class B common stock continue to receive up to 100%
matching, as determined by the Company each year, in GCI Class A and
Class B common stock. Employee contributions invested in other than
GCI Class A and Class B common stock receive up to 50% matching, as
determined by the Company each year, in GCI Class A and Class B
common stock.
Amounts contributed to the Plan by the Company are not taxed to the
employee until distribution upon retirement, hardship or termination
of employment. Plan earnings are taxable to the employee either upon
distribution or, in the case of GCI stock distributions, upon the
eventual disposition of the stock.
6
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Participant Accounts
Each participant account is credited with the participant's
contributions, the employer matching contributions and allocations
of Plan earnings. Plan earnings are allocated quarterly. Earnings of
assets other than GCI Class A and Class B common stock are allocated
based on the participant's weighted account balance (excluding
Company stock) as a proportion of total weighted account balances
(excluding Company stock) during the calendar quarter. Earnings on
Company stock are allocated to the accounts holding such Company
stock, based upon the number of shares held by each participant
account at the end of the calendar quarter.
Vesting
A participant's interest in his or her Salary Reduction Account and
Non-qualified Voluntary Account is always fully vested and is not
subject to forfeiture.
The participant's interest in the Company Matching Account is vested
based upon years of service with the Company (as defined in the Plan
agreement), in accordance with the following schedule:
Years of Service Vested Percentage
----------------------------- ------------------------
Less than 1 0%
1 or more but less than 2 20%
2 or more but less than 3 30%
3 or more but less than 4 45%
4 or more but less than 5 60%
5 or more but less than 6 80%
6 or more 100%
Any portion of a participant's account which is forfeitable shall be
forfeited on the earlier of the date a terminated participant
receives a distribution or the date on which the participant
experiences five consecutive one-year breaks in service (as defined
in the Plan agreement).
A participant's interest in the Company Matching Account fully vests
without regard to the number of years of service when the
participant, while still employed: (i) attains Normal Retirement age
and retires under the terms of the Plan; (ii) dies, or (iii) becomes
totally and permanently disabled. A participant's interest in the
Company Matching Account fully vests upon the termination or partial
termination of the Plan or upon complete discontinuance of Company
contributions.
If a participant terminates participation for any reason other than
retirement, death or disability while any portion of his or her
account in the Plan is forfeitable, and receives a distribution of
his or her vested account balance attributable to Company matching
contributions not later than the close of the second Plan year
following the Plan year in which participation terminated, then upon
becoming an eligible employee, the participating employee will have
the right to repay the distribution to the Plan in accordance with
Plan provisions. The shares of that participating employee's account
previously forfeited will be restored.
Forfeitures
If a participating employee terminates participation for any reason
other than retirement, death or disability, that portion of his or
her account attributable to Company contributions which has not
vested will be forfeited. All amounts so forfeited will be allocated
along with the employer matching contribution to the remaining
participating employees during the first calendar quarter
7
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
after the end of the year in which the forfeitures occur.
Forfeitures are immaterial to the financial statements as a whole
and are not accrued at year end.
Participant Notes Receivable
Participants may borrow from their accounts a minimum of $1,000 up
to a maximum equal to the lesser $50,000 or 50% of their vested
account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participants Notes fund.
Loan terms range from 1-5 years. The loans are secured by the vested
balance in the participant's account and bear interest at National
Bank of Alaska's prime rate plus 2%, fixed at the loan date.
Interest rates for all notes receivable at December 31, 1997, are
10.50 percent. Principal and interest is paid ratably through
semi-monthly payroll deductions.
(2) Summary of Significant Accounting Policies
The Plan financial statements are based on the accrual method of
accounting with Plan investments stated at current value.
The current value of GCI Class A and Class B common stock is based on
the average of the closing bid and ask prices as listed on the National
Association of Securities Dealers Automated Quotation (NASDAQ) National
Market System. The current value of MCI Communications Corp. ("MCI")
common stock, Tele-Communications, Inc. Series A TCI Ventures Group
common stock, TCI Satellite Entertainment, Inc. Series A common stock
and Tele-Communications, Inc. Series A TCI Group common stock
(collectively "TCI") is based on the average of the closing bid and ask
prices as listed on the NASDAQ National Market System. Mutual fund
investments are carried at fair market value, as determined by
individual fund management, based upon quoted market prices.
Purchases and sales of securities are recorded on a trade-date basis.
The cost of securities purchased is determined using the average cost
method.
Certain reclassifications of activity have been made in the statement
of changes of net assets available for plan benefits in the prior year
balances in order to conform to the current year presentation.
(3) Administration of Plan Assets
On July 1, 1995, The Heintzberger Company ("Recordkeeper") became
recordkeeper of the Plan and National Bank of Alaska ("Trustee") became
trustee of the Plan. Administrative expenses related to the Plan are
paid directly by the Company to the Recordkeeper and the Trustee.
Company employees continue to provide administrative support to the
Plan but no employee receives compensation from the Plan.
(4) Amendment or Termination
The Company's Board of Directors has reserved the right to amend or
terminate the Plan. No amendment may reduce the accrued benefits of any
participant or give the Company any interest in the trust assets of the
Plan. In the event of termination of the Plan, a participant with
respect to the Plan becomes fully vested in his or her Company Matching
Account.
The Plan was amended in 1992 to conform with revised Rule 16(b)-3
adopted pursuant to the 1934 Securities Exchange Act. Such amendment
provides restrictions on participation after an officer or director
makes a withdrawal from the Plan, limitations on further participation
by officers and directors
8
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
after ceasing to participate in the Plan, approval of certain
amendments by shareholders, and transferability restrictions.
In December 1994 the Plan was amended and restated effective January,
1989 to comply with the Tax Reform Act of 1986 and other legislation
("TRA '86"). Also in December 1994 the Plan was amended to modify
matching contribution requirements and to allow diversification of
investments into selected securities or funds as described in Footnotes
(1) and (7), respectively. Investment and matching contribution
revisions to the Plan were implemented during the third quarter of
1995.
(5) Refunded and Refundable Contributions
During 1995, the Plan did not meet the requirements of certain
discrimination tests related to employee and employer matching
contributions for certain highly compensated employees (as defined).
Corrective distributions were made in December 1995 to satisfy the
non-discrimination test requirements for the Plan year ended December
31, 1995.
(6) Cash and Cash Equivalents
Included in cash and cash equivalents are interest bearing certificates
of deposit. Cash and cash equivalents at December 31, 1997 and 1996
include restricted cash of $107,431 and $116,214, respectively. This
cash has been restricted by participants from use in purchasing stock
or other investments.
(7) Investments
Through June 30, 1995, the Plan was self-administered and Plan
participants invested contributions in GCI Class A and Class B common
stock only. Commencing July 1, 1995, the Plan diversified with expanded
investment choices offered to Plan participants as follows:
GCI Stock Fund - a fund invested in shares of GCI Class A and
Class B common stock.
MCI Stock Fund - a fund invested in shares of MCI common stock.
TCI Stock Fund - a fund invested in shares of TCI common stock.
9
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Mutual Funds:
Fidelity Puritan Trust Fund ("Fidelity") - a mutual fund
seeking high income with preservation of capital by investing
in a broadly diversified portfolio of securities.
Heartland Value Fund ("Heartland") - a mutual fund seeking
long term capital appreciation through investment in small
company stocks selected on a value basis.
Meridian Fund ("Meridian") - a mutual fund seeking long-term
growth of capital through investments in small and medium
sized companies considered to be experiencing above-average
growth in revenue and earnings.
Neuberger & Berman Guardian Fund ("Neuberger") - a mutual fund
seeking primarily capital appreciation and secondarily current
income through investment in a large number of common stocks
of long-established, high quality companies.
Vanguard Short-term Corporate Fund ("Vanguard") - a mutual
fund seeking to provide investors with a high level of income
consistent with maintenance of principle and liquidity with
primary investment in investment grade corporate debt
securities, federal, state and municipal agency obligations,
certificates of deposit and commercial paper.
10
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Changes in investments by investment account for the year ended
December 31, 1997 are as follows.
Balance Rollover Balance
December 31, Contri- from Cable Investment Employee December
1996 butions Entities Income Transfers Withdrawals 31, 1997
------------- ----------- ------------ ------------- -------------- -------------- -------------
Cash & cash
equivalents $ 462,139 --- --- 25,474 (164,751) --- 322,862
------------- ----------- ------------ ------------- -------------- -------------- -------------
Investments:
GCI 15,710,456 3,409,099 857,261 (2,651,497) (1,578,963) (1,533,364) 14,212,992
MCI 31,707 63,606 53,778 32,513 136,108 (17,165) 300,547
TCI 9,057 16,104 12,456 59,272 68,854 (4,377) 161,366
------------- ----------- ------------ ------------- -------------- -------------- -------------
Mutual fund
investments:
Fidelity 34,028 74,753 78,461 24,578 167,732 (12,454) 367,098
Heartland 108,020 158,854 176,935 51,318 564,251 (23,688) 1,035,690
Meridian 42,834 102,755 81,639 24,264 82,708 (6,697) 327,503
Neuberger 61,674 152,623 176,542 22,149 329,451 (8,433) 734,006
Vanguard 9,060 43,551 79,023 13,623 394,610 (11,529) 528,338
------------- ----------- ------------ ------------- -------------- -------------- -------------
255,616 532,536 592,600 135,932 1,538,752 (62,801) 2,992,635
Participant
notes
receivable 306,343 (175,304) 47,042 43,500 --- 242,295 463,876
------------- ----------- ------------ ------------- -------------- -------------- -------------
16,313,179 3,846,041 1,563,137 (2,380,280) 164,751 (1,375,412) 18,131,416
------------- ----------- ------------ ------------- -------------- -------------- -------------
Contributions
receivable:
Employee 57,870 30,937 --- --- --- --- 88,807
Employer 52,135 24,756 --- --- --- --- 76,891
------------- ----------- ------------ ------------- -------------- -------------- -------------
110,005 55,693 --- --- --- --- 165,698
Investment
income
receivable 2,259 --- --- 700 --- --- 2,959
------------- ----------- ------------ ------------- -------------- -------------- -------------
$ 16,887,582 3,901,734 1,563,137 (2,354,106) --- (1,375,412) 18,622,935
============= =========== ============ ============= ============== ============== =============
During the second quarter of 1997, participants were allowed to make a
one-time transfer of their investment in GCI Class A and B stock to
another investment choice(s) offered by the Plan.
Effective October 31, 1996, GCI acquired seven Alaska cable television
companies ("Cable Systems"). During 1997, the 401(k) accounts of those
employees previously employed by the Cable Systems and currently
employed by GCI were rolled into the Plan. Contributions from the Cable
Systems' rollovers totaled $1,563,137.
At December 31, 1997 the GCI Class A and Class B common stock price was
$6.6875. At June 12, 1998 the GCI Class A and Class B common stock
price was $5.9688. Stock value is based upon fluctuating market demand.
11
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
Investments which represent 5% or more of the Plan's net assets at
December 31, 1997 and 1996 follow:
1997 1996
-------------- --------------
GCI Class A and Class B common stock $ 14,212,992 15,710,456
Heartland 1,035,690 108,020
Employees may elect to participate in more than one fund. The following
table summarizes the number of employees participating in each fund at
December 31:
1997 1996 1995
----------- ------------ -----------
GCI Stock Fund 578 345 234
MCI Stock Fund 92 46 32
TCI Stock Fund 40 23 13
Fidelity 81 34 29
Heartland 163 67 52
Meridian 98 40 29
Neuberger 135 41 29
Vanguard 62 16 9
----------- ------------ -----------
1,249 612 427
=========== ============ ===========
(8) Unrealized Appreciation (Depreciation) of Investments
The gross unrealized appreciation (depreciation) of Plan assets at
December 31 was as follows:
1997 1996 1995
------------ ----------- -------------
GCI Stock Fund $ 5,981,174 9,160,059 3,922,986
MCI Stock Fund 26,819 5,731 404
TCI Stock Fund 49,915 (2,955) 117
Mutual fund investments (183,322) 7,933 (1,166)
------------ ----------- -------------
$ 5,874,586 9,170,768 3,922,341
============ =========== =============
(9) Income Taxes
The Plan is qualified under Section 401(a) of the Code pursuant to a
tax determination letter obtained from the Internal Revenue Service
("IRS"). The trust established pursuant to the Plan is, therefore,
exempt from taxation under Section 501(a) of the Code.
In December 1994, an application was submitted to the IRS for a
determination as to the Plan's qualification status under Section
401(a) of the Code associated with Plan changes for TRA '86, investment
diversification and modification of the employer matching contribution
percentage. On March 13, 1996 the IRS issued a determination letter
stating that these amendments to the Plan meet the requirements of
section 401(a) of the Code.
12
Supplemental Schedule I
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Current
Identity of Issue Description of Investment Cost Value
- -------------------------------------------- -------------------------------------------- --------------- ---------------
General Communication, Inc * 2,125,307 shares of Class A and Class B
common stock $ 8,231,818 14,212,992
MCI Communications Corp. * 7,020 shares of common stock 273,728 300,547
--------------- ---------------
Tele-Communications, Inc. Series A
TCI Group 4,997 shares of Class A common stock 98,542 139,606
Tele-Communications, Inc. Series A
Ventures Group 753 shares of Class A common stock 11,871 21,320
TCI Satellite Entertainment, Inc.
Series A 64 shares of Class A common stock 1,038 440
--------------- ---------------
111,451 161,366
--------------- ---------------
Mutual fund investments:
Heartland Value Fund 30,578 shares 1,113,221 1,035,690
Neuberger & Berman Guardian Fund 28,340 shares 827,772 734,006
Vanguard Short-term Corporate Bond Fund 48,875 shares 525,761 528,338
Fidelity Puritan Trust Fund 18,942 shares 357,252 367,098
Meridian Fund 10,657 shares 351,951 327,503
--------------- ---------------
3,175,957 2,992,635
Participant notes receivable 463,876 463,876
--------------- ---------------
Investments at December 31, 1997 $ 12,256,830 18,131,416
=============== ===============
* Party-in-interest
13
Supplemental Schedule IV
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Item 27d - Schedule of Reportable Transactions
December 31, 1997
Current
Value of
Asset on
Purchase Selling Cost of Transaction
Identity of Party Involved Description of Asset Price Price Asset Date Net Gain
- --------------------------- ---------------------- ----------- ----------- ------------ ------------ -----------
Series of transactions - GCI Class A & B
purchases common stock $ 3,805,989 3,805,989 3,805,989 3,805,989 ---
transactions - sale GCI Class A & B
common stock 1,403,672 1,691,702 1,403,672 1,691,702 288,030
Series of transactions - Heartland Value Fund,
purchases Inc. 1,044,810 1,044,810 1,044,810 1,044,810 ---
Series of transactions - Heartland Value Fund,
sales Inc. 34,216 35,013 34,216 35,013 797
Series of transactions - Federated Government
purchases Obligation Fund #5
6,274,974 6,274,974 6,274,974 6,274,974 ---
Series of transactions - Federated Government
sales Obligation Fund #5
6,423,682 6,423,682 6,423,682 6,423,682 ---
14
Exhibit
Consent of Independent Auditors
The General Communication, Inc. Qualified
Employee Stock Purchase Plan Trustees
General Communication, Inc. Qualified
Employee Stock Purchase Plan
We consent to incorporation by reference in the Form S-8 Registration Statement
(No. 33-24029) of our report dated June 12, 1998 related to the statements of
net assets available for plan benefits of General Communication, Inc. Qualified
Employee Stock Purchase Plan as of December 31, 1997 and 1996 and the related
statements of changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 1997, which report appears in
the December 31, 1997 annual report on Form 11-K of General Communication, Inc.
Qualified Employee Stock Purchase Plan.
KPMG Peat Marwick LLP
June 29, 1998
15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Plan have duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
GENERAL COMMUNICATION, INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
June 29, 1998 By: /s/ Alfred J. Walker
(Date) Alfred J. Walker
Plan Administrator
15