UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 16, 2006
GENERAL COMMUNICATION, INC.
(Exact Name of Registrant as Specified in its Charter)
Alaska 0-15279 92-0072737
- --------------- ---------------------- ------------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation) Number)
2550 Denali Street Suite 1000 Anchorage, Alaska 99503
----------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (907) 868-5600
NONE
-----------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2006, General Communication, Inc. ("GCI") entered into a
Reorganization Agreement with the members of Alaska DigiTel, LLC ("AKD") and
certain other parties setting forth the formal terms and conditions of GCI's
previously announced agreement to invest $29.5 million in AKD in exchange for a
majority non-controlling equity interest in AKD. The principal terms of the
Reorganization Agreement are the same as those that were previously reported in
GCI's Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 8, 2005, which was filed after the parties executed a
binding memorandum of understanding for the transaction (a copy of which was
filed as Exhibit 10.133 to GCI's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005). The Reorganization Agreement, which supersedes the
binding memorandum of understanding, contains customary representations,
warranties and covenants and is subject to customary closing conditions,
including the receipt of regulatory approvals. Applications for all required
regulatory approvals have been filed and are currently pending. Matanuska
Telephone Association filed a petition with the Federal Communications
Commission against GCI's application in February 2006. The transaction is
expected to close as soon as such regulatory approvals have been received.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL COMMUNICATION, INC.
---------------------------
(Registrant)
Date: June 21, 2006
By /s/ John M. Lowber
--------------------------------
Name: John M. Lowber
Title: Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)