UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) General Communication, Inc. ---------------------------------------------------------------- (Name of Issuer) Class A Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 369385-10-9 ----------------------------- (CUSIP Number) William O. Charman Vice President BancBoston Capital, Inc. 175 Federal Street Boston, Massachusetts 021110 (617) 434-2442 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1996 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box Check the following box if a fee is being paid with the statement (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 369385-10-9 SCHEDULE 13D Page 2 of 11 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS BancBoston Capital, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER NUMBER OF 0 SHARES 8. SHARED VOTONG POWER BENEFICIALLY 332,323 OWNED BY 9. SOLE DISPOSITIVE POWER EACH 332,323 REPORTING 10. SHARED DISPOSITIVE POWER PERSON 0 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 332,323 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% 14. TYPE OF REPORTING PERSON CO [FN] The shares held by BancBoston Capital, Inc. ("BBC") are subject to the New Voting Agreement described in Item 5 hereof. This percentage reflects the shares which are beneficially owned by BBC. BBC also has a pecuniary interest in 643,694 shares of Class A common stock as a limited partner of certain limited partnerships, all of such shares of which are held in the name of the limited partnerships. BBC has neither voting power nor dispositive power with respective to such shares which are not held in its name. BBC is a party to the New Voting Agreement, and thus, may be deemed to be the beneficial owner of all shares subject to the agreement. In aggregate, the parties to the New Voting Agreement hold 20,442,112 shares of Class A common stock, and 2,400,591 shares of Class B common stock which are convertible into Class A common stock. The shares subject to the New Voting Agreement represent 56.3% of the outstanding Class A common stock of the Company. [/FN] CUSIP No. 369385-10-9 Schedule D Page 3 of 11 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS BancBoston Investments, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 7. SOLE VOTING POWER NUMBER OF 0 SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9. SOLE DISPOSITIVE POWER EACH 0 REPORTING 10. SHARED DISPOSITIVE POWER PERSON 0 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON CO - -------- [FN] BancBoston Investments, Inc.("BBI") has a pecuniary interest in 17,882 shares of the Class A common stock of the Company as a limited partner of Prime Venture I Holdings, L.P. ("Holdings"), all of such shares of which are held in the name of Holdings. BBI has neither voting power nor dispositive power with respect to such shares, and thus, is not the beneficial owner of any such shares. [/FN] - ------------------------------------------------------------------------------- The Statement on Schedule 13D filed by BancBoston Capital, Inc. and BancBoston Investments, Inc. on November 12, 1996 (the "Schedule 13D") is hereby amended, by amending the cover pages attached hereto, and Items 1, 2, 5 and 7, as described below. No transactions have been effected which would require the filing of this amendment to the Schedule 13D. ITEM 1. SECURITY AND ISSUER. Class A Common Stock General Communication, Inc. 2550 Denali Street, Suite 1000 Anchorage, Alaska 99503 ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed on behalf of BancBoston Capital, Inc., a Massachusetts corporation ("BBC") and BancBoston Investments, Inc., a Massachusetts corporation ("BBI" and together with BBC, the "BancBoston entities"). The BancBoston entities are wholly-owned subsidiaries of BankBoston Corporation ("BankBoston," f/k/a Bank of Boston Corporation), a registered bank holding company, organized in 1970 under Massachusetts law. Information required to be set forth in this Item 2 with respect to the executive officers and directors of the BancBoston entities and BankBoston is set forth in Exhibit 2(a) attached hereto, which is incorporated herein by reference. (b) The address of the principal place of business of the BancBoston entities is: 175 Federal Street, Boston, Massachusetts, 02110. The address of the principal place of business of BankBoston is: 100 Federal Street, Boston, Massachusetts 02110. (c) The BancBoston entities are engaged in the principal business of acquiring and holding securities for investment purposes. BankBoston is a bank holding company registered under the Bank Holding Company Act, as amended. BankBoston, through its subsidiaries and, in certain cases, joint ventures, is engaged in providing a wide variety of personal, corporate and global banking services to individuals, corporate and institutional customers, governments and other financial institutions. -Page 4 of 11- (d) During the five years prior to the date hereof, the BancBoston entities and BankBoston, and to the best of their knowledge, their executive officers and directors, have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (e) To the best knowledge of the BancBoston entities and BankBoston, each of their executive officers and directors are U.S. citizens except as provided in Exhibit 2(a) attached hereto, which is incorporated by reference. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) BBC is the beneficial owner of 332,323 shares (.0087%) of the outstanding Class A common stock of General Communication, Inc. (the "Company"). BBC has a pecuniary interest in 643,694 shares of the Class A common stock of the Company as a limited partner of certain limited partnerships, all of such shares of which are held in the name of the limited partnerships. BBC does not have voting power or dispositive power with respect to such shares which are not held in its own name. All of the shares of Class A common stock described above are subject to a Voting Agreement dated as of October 31, 1996 (the "New Voting Agreement"), which governs the voting of certain shares of the Company's Class A and Class B common stock (see Item 4 of the Schedule 13D). The New Voting Agreement provides that the parties thereto will, to the extent possible, cause the full membership of the Company's Board of Directors to be maintained at not less than eight directors and that all shares subject to the agreement will be voted as one block for the election to the Company's Board of Directors of individuals recommended by certain parties to the agreement. The parties to the New Voting Agreement may be deemed to beneficially own 20,442,112 shares of the Class A common stock of the Company, and 2,400,591 shares of Class B common stock of the Company which are convertible into Class A common stock of the Company. BBI is not the beneficial owner of any shares of Class A common stock of the Company. BBI does have a pecuniary interest in 17,882 shares of the Class A common stock of the Company as a limited partner of Prime Venture I Holdings, L.P. ("Holdings"), all of such shares of which are held in the name of Holdings. However, BBI has no voting power and no dispositive power with respect to such shares. The BancBoston entities expressly declare that the filing of this statement shall not be construed as an admission that the BancBoston entities are for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities requiring the filing of this Statement, other than, with respect to BBC, those shares of Class A common stock of the Company which are held in its name. -Page 5 of 11- (b) BBC has shared voting power and sole dispositive power with respect to 332,323 shares (.0087%) of the Class A common stock of the Company. Such shares are subject to the New Voting Agreement described above. BBI does not have voting power or dispositive power with respect to any shares of Class A common stock of the Company. (c) None. (d) No other person has the right or the power to direct the receipt of dividends or the proceeds from the sale of the securities beneficially owned by BBC. BBI is not the beneficial owner of any shares of Class A common stock of the Company. (e) Not applicable. ITEM 7. ITEMS TO BE FILED AS EXHIBITS. Exhibit 2(a) Executive Officers and Directors Exhibit 5(a) The New Voting Agreement (incorporated herein by reference to Exhibit 9.1 to the Registration Statement on Form S-4 (Registration No. 333-13473) filed by the Company with the Securities and Exchange Commission on October 4, 1996). Exhibit 7 Joint Filing Agreement dated November 12, 1996 between BBC and BBI (incorporated herein by reference to the Schedule 13D). -Page 6 of 11- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BancBoston Capital, Inc. By: /s/Zackery T. Edmonds Name: Zackery T. Edmonds Title: Treasurer BancBoston Investments, Inc. By: /s/Zackery T. Edmonds Name: Zackery T. Edmonds Title: Treasurer Executed pursuant to the Joint Filing Agreement filed previously, and incorporated herein by reference. Dated: July 2, 1997 -Page 7 of 11-
EXHIBIT 2(A) EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC. AND BANCBOSTON INVESTMENTS, INC.: Name and Business Address Principal Occupation Frederick M. Fritz President, Director 175 Federal Street Boston, MA 02110 (617) 434-2442 Zackery T. Edmonds Treasurer 175 Federal Street Boston, MA 02110 (617) 434-2442 Paul F. Hogan Director 175 Federal Street Boston, MA 02110 (617) 434-2442 David K. McKown Director 175 Federal Street Boston, MA 02110 (617) 434-2442
EXECUTIVE OFFICERS OF BANKBOSTON CORPORATION: Name Address Principal Occupation Charles K. Gifford 100 Federal Street Chief Executive officer; Boston, MA 02110 Director (617) 434-2200 (This address is the business address of all executive officers set forth below.) William M. Crozier, Jr. Chairman of the Board; Director -Page 8 of 11- Henrique de Campos President; Chief Operating Meirelles Officer; Director; Citizen of Brazil William J. Shea Vice Chairman; Chief Financial Officer; Treasurer
DIRECTORS OF BANKBOSTON CORPORATION Director Occupation and Business Address Wayne A. Budd, Esq. Senior Vice President NYNEX Boston, MA 02110 John A. Cervieri, Jr. Chairman & President Property Capital Association 101 Federal Street, 4th Floor Boston, MA 02110 William F. Connell Chairman & CEO Connell Limited Partnership One International Place - 31st Floor Boston, MA 02110 Gary I. Countryman Chairman & CEO Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 William M. Crozier Chairman of the Board BankBoston Corporation 100 Federal Street Boston, MA 02138 Alice F. Emerson Senior Fellow Andrew W. Mellon Foundation 140 East 62nd Street New York, NY 10021 Charles K. Gifford Chief Executive Officer BankBoston Corporation -Page 9 of 11- Director Occupation and Business Address 100 Federal Street Boston, MA 02110 Thomas J. May Chairman and CEO Boston Edison Company 800 Boylston Street Boston, MA 02199 Ambassador Donald F. McHenry Professor of Diplomacy School of Foreign Service Georgetown University - ICC 301 Washington, DC 20057-1052 Henrique de Campos Meirelles President BankBoston Corporation 100 Federal Street Boston, MA 02110 Citizen of Brazil J. Donald Monan, S.J. President Boston College 18 Old Colony Road Chestnut Hill, MA 02167 Paul C. O'Brien President The O'Brien Group One International Place - 30th Floor Boston, MA 02110 Thomas R. Piper Professor University Graduate School of Business Administration at Harvard Cambridge, MA 02138 Fran S. Rodgers Chief Executive Officer WFD, Inc. 930 Commonwealth Avenue Boston, MA 02215 John W. Rowe President & CEO New England Electric System -Page 10 of 11- Director Occupation and Business Address 25 Research Drive Westborough, MA 02152 Richard A. Smith Chairman of the Board Harcourt General, Inc. 27 Boylston Street Chestnut Hill, MA 02167 Glenn P. Strehle Vice President & Treasurer Massachusetts Institute of Technology 77 Massachusetts Avenue Cambridge, MA 02139 William C. Van Faasen President & CEO Blue Cross and Blue Shield of Massachusetts, Inc. 100 Summer Street - 01-31 Boston, MA 02110 Thomas B. Wheeler President & CEO Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Alfred M. Zeien Chairman of the Board and CEO The Gillette Company Prudential Tower Building Boston, MA 02199 -Page 11 of 11-