AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1997.
REGISTRATION NO. 333-28001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL COMMUNICATION, INC.
(Exact name of registrant as specified in its charter)
ALASKA 92-0072737
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
2550 DENALI ST., SUITE 1000, ANCHORAGE, ALASKA 99503
(907) 265-5600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN M. LOWBER
GENERAL COMMUNICATION, INC.
2550 DENALI STREET, SUITE 1000
ANCHORAGE, ALASKA 99503-2781
(907) 265-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
CHARLES Y. TANABE, ESQ. JOEL M. SIMON, ESQ.
Sherman & Howard L.L.C. Paul, Hastings, Janofsky & Walker LLP
First Interstate Tower North 399 Park Avenue
633 Seventeenth Street, Suite 3000 31st Floor
Denver, Colorado 80202 New York, New York 10022
(303) 299-8108 (212) 318-6200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All of the expenses of the offering of the Class A Common Stock are to be
borne by the Company. These expenses will include the following, subject to
future contingencies:
Accounting Fees*.............................................. $
Costs of Printing*............................................ $
Legal Fees*................................................... $
Registration/Filing Fees
Securities Act of 1933...................................... $ 32,611.65
Blue Sky Compliance*........................................ $
NASD Filing Fee............................................... $ 11,261.84
Nasdaq Application Fee........................................ $
Transfer Agent and Registrar Fees............................. $
Miscellaneous*................................................ $
-----------
TOTAL $
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-----------
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* Estimates
The Company intends to pay all expenses of registration, issuance and
distribution, excluding Underwriters' discounts and commissions, with respect to
the shares being sold by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation provide for the
indemnification to the full extent permitted by, and in the manner permissible
under, the laws of the State of Alaska and any other applicable laws, of any
person who is made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative, or investigative, other than an action
by or in the right of the Company, by reason of the fact that he or she is or
was a director, officer, employee or agent of the Company or is or was serving
at the request of the Company as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
Restated Articles of Incorporation provide that these requirements are deemed to
be a contract between the Company and each director and officer who serves in
such capacity at any time while those requirements of the Articles are in
effect. The Company had not as of the date of this Prospectus entered into any
express agreement with its officers and directors setting forth these terms of
indemnification. In addition to providing indemnification for non derivative
actions that is similar to the indemnification in the Restated Articles, the
Company's revised Bylaws further provide for indemnification of any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of or arising from the fact that the person is
or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another enterprise.
The Bylaws provide that, unless otherwise ordered by a court,
indemnification will only be made by the Company upon a determination by (i) a
majority of the disinterested directors of the Board, (ii) a majority vote of
shareholders or (iii) independent legal counsel that such indemnification is
proper because the person to be indemnified met the applicable standard of
conduct. The Bylaws also provide, in accordance with Alaska law, that
indemnification will not be made by the Company in respect of any
II-1
claim, issue, or matter as to which the person has been adjudged to be liable
for negligence or misconduct in the performance of the person's duty to the
Company, except to the extent that the court in which the action or suit was
brought determines upon application that, despite the adjudication of liability,
in view of all circumstances of the case, the person is fairly and reasonably
entitled to indemnification for such expenses that the court considers proper.
The Bylaws also provide that to the extent a director, officer, employee, or
agent of the Company has been successful in his or her defense of an action for
which he or she is entitled to indemnification, that person will be indemnified
against expenses and attorney fees actually and reasonably incurred in
connection with the defense. The Bylaws also provide that the Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Company or who is or was serving at
the request of the Company as a director, officer, employee or agent of another
enterprise against any liability asserted against that person and incurred by
that person in any such capacity, or arising out of that status, whether or not
the Company would have the power to indemnify that person against such liability
under provisions of the Bylaws.
ITEM 16. EXHIBITS.
See Exhibit Index and Financial Statement Schedules at the end of this
Registration Statement.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is 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.
(2) The undersigned Registrant hereby undertakes insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(3) The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
SIGNATURES
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-3 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 July 21, 1997.
GENERAL COMMUNICATION, INC.
(Registrant)
By: /s/ JOHN M. LOWBER
-----------------------------------------
John M. Lowber
SENIOR VICE PRESIDENT
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.
NAME TITLE DATE
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* Director, Chief Executive Officer and
------------------------------------------- President (Principal Executive July 21, 1997
Ronald A. Duncan Officer)
/s/ JOHN M. LOWBER
------------------------------------------- Chief Financial Officer July 21, 1997
John M. Lowber (Principal Financial Officer)
*
------------------------------------------- Chief Accounting Officer July 21, 1997
Alfred J. Walker (Principal Accounting Officer)
*
------------------------------------------- Chairman of the Board July 21, 1997
Carter F. Page and Director
*
------------------------------------------- Vice Chairman of the Board July 21, 1997
Robert M. Walp and Director
*
------------------------------------------- Director July 21, 1997
Donne F. Fisher
*
------------------------------------------- Director July 21, 1997
John W. Gerdelman
------------------------------------------- Director
Larry E. Romrell
*
------------------------------------------- Director July 21, 1997
James M. Schneider
*
------------------------------------------- Director July 21, 1997
Jeffery C. Garvey
*
------------------------------------------- Director July 21, 1997
William P. Glasgow
*
------------------------------------------- Director July 21, 1997
Donald Lynch
* By: /s/ John M. Lowber, Attorney-in-Fact
II-3
SCHEDULE VIII
GENERAL COMMUNICATION, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
ADDITIONS DEDUCTIONS
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BALANCE AT CHARGED TO WRITE-OFFS
BEGINNING OF PROFIT AND NET OF BALANCE AT
DESCRIPTION YEAR LOSS OTHER RECOVERIES END OF YEAR
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(AMOUNTS IN THOUSANDS)
Year ended December 31, 1996:
Allowance for doubtful receivables................ $ 295 1,736 354(1) 1,788 597
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Year ended December 31, 1995:
Allowance for doubtful receivables................ $ 409 1,459 -- 1,573 295
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Year ended December 31, 1994:
Allowance for doubtful receivables................ $ 721 829 -- 1,141 409
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(1) Allowance for doubtful receivables acquired pursuant to the Cable Company
acquisitions described in footnote (2) to the Company's consolidated
financial statements.
S-1
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1.1 Underwriting Agreement**
3.1 Restated Articles of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
4.1 Form of Indenture relating to the Notes (including Form of Note)**
5.1 Opinion of Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation**
9.1 Voting Agreement dated October 31, 1996, among Prime II Management L.P., as agent for the
Voting Prime Sellers, MCI Telecommunications Corporation, Ronald A. Duncan, Robert M. Walp
and TCI GCI, Inc.(12)
10.1 Credit Agreement
10.2 Registration Rights Agreement, dated as of January 18, 1991, between General Communication,
Inc. and WestMarc Communications, Inc.(2)
10.3 Employee stock option agreements issued to individuals Spradling, O'Hara, Strid, Behnke,
Lewkowski and Snyder(3)
10.4 Registration Rights Agreement, dated October 31, 1996, between General Communication, Inc. and
the Prime Sellers(12)
10.5 Registration Rights Agreement, dated October 31, 1996, between General Communication, Inc., and
Alaskan Cable Network/Fairbanks, Inc. ("ACNFI"), Alaskan Cable Network/Juneau, Inc.
("ACNJI"), Alaskan Cable Network/ Ketchikan-Sitka, Inc. ("ACNKSI") and Jack Kent Cooke,
Inc.(12)
10.6 Registration Rights Agreement, dated October 31, 1996, between General Communication, Inc., and
the owners of Alaska Cablevision, Inc.(12)
10.7 Lease agreement between GCI Communication Services, Inc. and National Bank of Alaska Leasing
Corporation dated January 15, 1992(4)
10.8 Westin Building Lease(5)
10.9 Duncan and Hughes Deferred Bonus Agreements (6)
10.10 Compensation Agreement between General Communication, Inc. and William C. Behnke dated January
1, 1997**
10.11 Order approving Application for a Certificate of Public Convenience and Necessity to operate as
a Telecommunications (Intrastate Interexchange Carrier) Public Utility within Alaska(3)
10.12 1986 Stock Option Plan, as amended(14)
10.13 Loan agreement between National Bank of Alaska and GCI Leasing Co., Inc. dated December 31,
1992(4)
10.14 Pledge and Security Agreement between National Bank of Alaska and GCI Communication Services,
Inc. dated December 31, 1992(4)
10.15 Lease Agreement between MCI Telecommunications Corporation and GCI Leasing Co., Inc. dated
December 31, 1992(4)
10.16 Sublease Agreement between MCI Telecommunications Corporation and General Communication, Inc.
dated December 31, 1992(4)
10.17 Assistance Agreement between MCI Telecommunications Corporation and GCI Leasing Co., Inc. dated
December 31, 1992(4)
10.18 Letter of intent between MCI Telecommunications Corporation and General Communication, Inc.
dated December 31, 1992(7)
10.19 MCI Carrier Agreement between MCI Telecommunications Corporation and General Communication,
Inc. dated January 1, 1993(8)
10.20 Contract for Alaska Access Services Agreement between MCI Telecommunications Corporation and
General Communication, Inc. dated January 1, 1993(8)
10.21 Promissory Note Agreement between General Communication, Inc. and Ronald A. Duncan, dated
August 13, 1993(9)
10.22 Deferred Compensation Agreement between General Communication, Inc. and Ronald A. Duncan, dated
August 13, 1993(9)
10.23 Pledge Agreement between General Communication, Inc. and Ronald A. Duncan, dated August 13,
1993(9)
10.24 Revised Qualified Employee Stock Purchase Plan of General Communication, Inc.(10)
10.25 Summary Plan Description pertaining to the Revised Qualified Employee Stock Purchase Plan of
General Communication, Inc.(10)
10.26 The GCI Special Non-Qualified Deferred Compensation Plan(11)
10.27 Transponder Purchase Agreement for Galaxy X between Hughes Communications Galaxy, Inc. and GCI
Communication Corp.(11)
10.28 Equipment Purchase Agreement between GCI Communication Corporation and Scientific-Atlanta,
Inc.(11)
10.29 Management Agreement, between Prime II Management, L.P., and GCI Cable, Inc., dated October 31,
1996(12)
10.30 Third Amended and Restated Credit Agreement, dated as of October 31, 1996, between GCI
Communication Corp., and NationsBank of Texas, N.A.(13)
10.31 Loan Agreement among GCI Cable, Inc., as Borrower; Toronto-Dominion (Texas), Inc., et al., as
of October 31, 1996(13)
10.32 Licenses(5)
214 Authorization
International Resale Authorization
Digital Electronic Message Service Authorization
Fairbanks Earth Station License
Fairbanks (Esro) Construction Permit for P-T-P
Microwave Service
Fairbanks (Polaris) Construction Permit for P-T-P
Microwave Service
Anchorage Earth Station Construction Permit
License for Eagle River P-T-P Microwave Service
License for Juneau Earth Station
Issaquah Earth Station Construction Permit
10.33 ATU Interconnection Agreement between GCI Communication Corp. and Municipality of Anchorage
executed January 15, 1997**
10.34 First Amendment to Third Amended and Restated Credit Agreement entered into among GCI
Communication Corp., NationsBank of Texas, N.A., Toronto Dominion (Texas), Inc., Credit
Lyonnais New York Branch, and National Bank of Alaska(15)
10.35 Second Amendment to the Third Amended and Restated Credit Agreement entered into among GCI
Communication Corp., NationsBank of Texas, N.A., Toronto Dominion (Texas), Inc., Credit
Lyonnais New York Branch, and NationsBank of Alaska.*
10.36 Securities Purchase and Sale Agreement, dated May 2, 1996, among General Communication, Inc.,
and the Prime Sellers(12)
10.37 Agreement and Plan of Merger of ACI with and into GCI Cable, Inc., dated October 31, 1996(12)
10.38 Certificate of Merger Merging ACI into GCI Cable, Inc. (filed in Delaware on October 31,
1996)(12)
10.39 Articles of Merger between GCI Cable, Inc., and ACI (filed in Delaware on October 31, 1996)(12)
10.40 Agreement and Plan of Merger of PCFI with and into GCI Cable, Inc., dated October 31, 1996(12)
10.41 Certificate of Merger Merging PCFI into GCI Cable, Inc. (filed in Delaware on October 31,
1996)(12)
10.42 Articles of Merger between GCI Cable and PCFI (for filing in Alaska)(12)
10.43 Asset Purchase Agreement, dated April 15, 1996, among General Communication, Inc., ACNFI, ACNJI
and ACNKSI(12)
10.44 Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and Alaska
Cablevision, Inc.(12)
10.45 Asset Purchase Agreement, dated May 10, 1996, among General Communication, Inc., and McCaw/Rock
Homer Cable System, J.V.(12)
10.46 Asset Purchase Agreement, dated May 10, 1996, between General Communication, Inc., and
McCaw/Rock Seward Cable System, J.V.(12)
10.47 Amendment No. 1 to Securities Purchase and Sale Agreement, dated October 31, 1996, among
General Communication, Inc., and the Prime Sellers Agent(13)
10.48 First Amendment to Asset Purchase Agreement, dated October 30, 1996, among General
Communication, Inc., ACNFI, ACNJI and ACNKSI(13)
10.49 Amendment to Revised Qualified Employee Stock Purchase Plan of General Communication, Inc.**
10.50 Form of Agreement Waiving Right to Exercise Stock Options**
10.51 Order Approving Arbitrated Interconnection Agreement as Resolved and Modified by Order
U-96-89(8) dated January 14, 1997**
10.52 First Amendment to Loan Agreement among GCI Cable, Inc., as Borrower, and Toronto-Dominion
(Texas), Inc., et al., as of October 31, 1996*
10.53 Amendment to the MCI Carrier Agreement executed April 20, 1994**
10.54 Amendment No. 1 to MCI Carrier Agreement executed July 26, 1994(16)
10.55 MCI Carrier Addendum--MCI 800 DAL Service effective February 1, 1994(16)
10.56 Third Amendment to MCI Carrier Agreement dated as of October 1, 1994(16)
10.57 Fourth Amendment to MCI Carrier Agreement dated as of September 25, 1995(16)
10.58 Fifth Amendment to the MCI Carrier Agreement executed April 19, 1996**
10.59 Sixth Amendment to MCI Carrier Agreement dated as of March 1, 1996(16)
10.60 Seventh Amendment to MCI Carrier Agreement dated November 27, 1996
10.61 First Amendment to Contract for Alaska Access Services between General Communication, Inc. and
MCI Telecommunications Corporation dated April 1, 1996
10.62 Letter of Intent between General Communication, Inc. and MCI Telecorp dated August 6, 1993**
10.63 Service Mark License Agreement between MCI Communications Corporation and General
Communication, Inc. dated April 13, 1994**
10.64 Radio Station Authorization (Personal Communications Service License), Issue Date June 23,
1995**
10.65 Framework Agreement between National Bank of Alaska (NBA) and General Communication, Inc. dated
October 31, 1995(17)
10.66 1997 Call-Off Contract between National Bank of Alaska (NBA) and General Communication, Inc.
(GCI) dated November 1, 1996
10.67 Contract No. 92MR067A Telecommunications Services between BP Exploration (Alaska), Inc. and GCI
Network Systems dated April 1, 1992
10.70 Amendment No. 03 to BP Exploration (Alaska) Inc. Contract No. 92MRO67A effective August 1, 1996
10.71 Lease Agreement dated September 30, 1991 between RDB Company and General Communication, Inc.(3)
10.72 Certificate of Public Convenience and Necessity No. 436 for Telecommunications Service (Relay
Services)**
10.73 Order Approving Transfer Upon Closing, Subject to Conditions, and Requiring Filings dated
September 23, 1996**
10.74 Order Granting Extension of Time and Clarifying Order dated October 21, 1996**
10.75 Contract for Alaska Access Services among General Communication, Inc. and GCI Communication
Corp., and Sprint Communications Company L.P. dated June 1, 1993
10.76 First Amendment to Contract for Alaska Access Services between General Communication, Inc. and
Sprint Communications Company L.P. dated as of August 7, 1996
10.77 Employment and Deferred Compensation Agreement between General Communication, Inc. and John M.
Lowber dated July 1982**
10.78 Deferred Compensation Agreement between GCI Communication Corp. and Dana L. Tindall dated
August 15, 1994**
10.79 Transponder Lease Agreement between General Communication Incorporated and Hughes
Communications Satellite Services, Inc., executed August 8, 1989(9)
10.80 Addendum to Galaxy X Transponder Purchase Agreement between GCI Communication Corp. and Hughes
Communications Galaxy, Inc. dated August 24, 1995**
10.81 Order Approving Application, Subject to Conditions; Requiring Filing; and Approving Proposed
Tariff on an Inception Basis, dated February 4, 1997**
10.82 Resale Solutions Switched Services Agreement between Sprint Communications Company L.P. and GCI
Communications, Inc. dated May 31, 1996
10.83 Commitment Letter from Credit Lyonnais New York Branch, NationsBank of Texas, N.A. and TD
Securities (USA) Inc. for Fiber Facility dated as of July 3, 1997**
10.84 Commitment Letter from NationsBank for Credit Facility dated July 2, 1997**
11.1 Statement Re Computation of Earnings Per Share**
21.1 Subsidiaries of the Company**
23.1 Consent of KPMG Peat Marwick LLP (Accountant for Company)**
23.2 Consent of Ernst & Young LLP (Accountants for Prime for 1994 and 1995 and accountants for
Alaskan Cable for 1993, 1994 and 1995**
23.3 Consent of Carl & Carlsen (Accountant for Alaska Cablevision)**
23.4 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation (included as
part of Exhibit 5.1)**
23.5 Consent of Sherman & Howard L.L.C.**
24.1 Power of Attorney (included with the signature page to the Registration Statement)**
99.1 Additional Exhibits
The Articles of Incorporation of GCI Communication Corp.(2)
The By-laws of GCI Communication Corp.(2)
The Articles of Incorporation of GCI Communication Services, Inc.(4)
The By-laws of GCI Communication Services, Inc.(4)
The By-laws of GCI Leasing Co., Inc.(4)
The Articles of Incorporation of GCI Leasing Co., Inc.(4)
99.2 The By-Laws of GCI Cable, Inc.(14)
99.3 The Articles of Incorporation of GCI Cable, Inc.(14)
99.4 The By-Laws of GCI Cable / Fairbanks, Inc.(14)
99.5 The Articles of Incorporation of GCI Cable / Fairbanks, Inc.(14)
99.6 The By-laws of GCI Cable / Juneau, Inc.(14)
99.7 The Articles of Incorporation of GCI Cable / Juneau, Inc.(14)
99.8 The By-laws of GCI Cable Holdings, Inc.(14)
99.9 The Articles of Incorporation of GCI Cable Holdings, Inc.(14)
99.10 The By-laws of GCI, Inc.**
99.11 The Articles of Incorporation of GCI, Inc.**
99.12 The By-laws of GCI Holdings, Inc.**
99.13 The Articles of Incorporation of GCI Holdings, Inc.**
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* To be filed by amendment.
** Previously filed.
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1994.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1990.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992.
(5) Incorporated by reference to the Company's Registration Statement on Form 10
(File No. 0-15279), mailed to the Securities and Exchange commission on
December 30, 1986.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1989.
(7) Incorporated by reference to the Company's Current Report on Form 8-K dated
January 13, 1993.
(8) Incorporated by reference to the Company's Current Report on Form 8-K dated
June 4, 1993.
(9) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
(10) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
(11) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(12) Incorporated by reference to the Company's Annual Report on Form S-4
Registration Statement dated October 4, 1996.
(13) Incorporated by reference to the Company's Current Report on Form 8-K dated
November 13, 1996.
(14) Incorporated by reference to the Company's Annual Report on Form 10K for
the year ended December 31, 1996.
(15) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997.
(16) Incorporated by reference to the Company's Current Report on Form 8-K dated
March 14, 1996, filed March 28, 1996.
(17) Incorporated by reference to the Company's Amendment to Annual Report dated
December 31, 1995 on Form 10-K/A as amended on August 6, 1996.