SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* General Communication, Inc. -------------------------------------------------------- (NAME OF ISSUER) 1. Class A Common Stock, no par value ("Class A Common Stock") 2. Class B Common Stock, no par value ("Class B Common Stock") -------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 1. Class A Common Stock: 369385 10 9 2. Class B Common Stock: 369385 20 8 -------------------------------------------------------- (CUSIP NUMBER) Raymond L. Sutton, Jr. Baker & Hostetler LLP 303 East 17th Avenue, Suite 1100 Denver, Colorado 80203 -------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 3, 1999 -------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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). Page 1 of 7 CUSIP Nos. Class A Common Stock: 369385 10 9 Class B Common Stock: 369385 20 8 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Magness FT Investment Company LLC - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) N/A. See Item 3 below. - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Colorado - ------------------------------------------------------------------------------- (7) Sole Voting Class A Common Stock 697,276(1) Number of Shares Power Class B Common Stock 620,608(2) ------------------------------------------------------------- Beneficially (8) Shared Class A Common Stock 0 Voting Power Class B Common Stock 0 Owned by Each ------------------------------------------------------------- (9) Sole Class A Common Stock 697,276(1) Reporting Person Dispositive Class B Common Stock 620,608(2) With Power ------------------------------------------------------------- (10) Shared Class A Common Stock 0 Dispositive Class B Common Stock 0 Power - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person Class A Common Stock 697,276(1) Class B Common Stock 620,608(2) - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.5% of Class A Common Stock 15.3% of Class B Common Stock - ------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------------------- (1) Class B Common Stock is convertible at any time on a one-for-one basis into Class A Common Stock. SEE Item 5 below. The numbers of shares of Class A Common Stock shown in rows 7 through 11 above assume that the shares of Class B Common Stock shown in rows 7 through 11 above have been converted into shares of Class A Common Stock. (2) SEE Item 5. Page 2 of 7 ITEM 1. SECURITY AND ISSUER The equity securities to which this Schedule 13D relates are as follows: 1. General Communication, Inc. Class A Common Stock, no par value ("Class A Common Stock"); and 2. General Communication, Inc. Class B Common Stock, no par value ("Class B Common Stock"). The issuer of the Class A Common Stock and Class B Common Stock (collectively, the "Company Securities") is General Communication, Inc. (the "Company") whose principal executive offices are located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is filed by Magness FT Investment Company LLC, a Colorado limited liability company ("FT LLC"). The principal business of the FT LLC is to hold the Company Securities and other securities. Kim Magness is the manager of FT LLC, and Kim Magness and Gary Magness are the current members of FT LLC. (b) The business address of FT LLC is c/o Raymond L. Sutton, Jr., Baker & Hostetler LLP, 303 East 17th Avenue, Suite 1100, Denver, Colorado 80203. (c) The filing person has no employment or occupation. (d) The filing person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The filing person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is 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. (f) FT LLC is a Colorado limited liability company. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 3, 1999, each of the Kim Magness Irrevocable Trust ("Kim Magness Trust") and the Gary Magness Irrevocable Trust ("Gary Magness "Trust") transferred the following Company Securities (representing all the Company Securities held by each of the Kim Magness Trust and the Gary Magness Trust), among other consideration, to FT LLC in exchange for a 50% membership interest in FT LLC to each of the Kim Magness Trust and the Gary Magness Trust: