<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. N/A)*
---
General Communication, Inc.
(NAME OF ISSUER)
Class A Common Stock
(TITLE OF CLASS OF SECURITIES)
369385 10 9
(CUSIP NUMBER)
Sherman I. Goldberg
Secretary -- First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois (312) 732-4000
(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 X. (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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 369385 10 9 PAGE 2 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago NBD Corporation
No. 38-1984850
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
301,407/(1)(2)/
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 301,407/(1)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
301,407/(1)(2)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.77%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO, HC
- ------------------------------------------------------------------------------
/1/These shares are held by First Chicago Investment Corporation ("FCIC"), a
wholly-owned subsidiary of First Chicago Financial Corporation ("FCFC"), which
is a wholly-owned subsidiary of First Chicago NBD Corporation ("FCN").
/2/FCIC is a party to a voting agreement as described in Items 4 and 6 hereof.
In aggregate, the parties to such agreement own directly 23,020,664 shares,
2,400,591 shares of which are available upon the conversion of another class of
stock convertible into Class A Common Stock.
/3/This percentage reflects FCIC's holdings only. The aggregate holdings of the
parties to the voting agreement represent 59.06% of the outstanding Class A
Common Stock.
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------
CUSIP NO. 369385 10 9 PAGE 3 OF 20 PAGES
- ----------------------- --------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Financial Corporation
No. 36-2793711
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS* [_]
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
301,407/1//2/
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 301,407/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
301,407/1//2/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.77%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
/1/These shares are held by First Chicago Investment Corporation ("FCIC"), a
wholly-owned subsidiary of First Chicago Financial Corporation ("FCFC"), which
is a wholly-owned subsidiary of First Chicago NBD Corporation ("FCN").
/2/FCIC is a party to a voting agreement as described in Items 4 and 6 hereof.
In aggregate, the parties to such agreement own directly 23,020,664 shares,
2,400,591 shares of which are available upon the conversion of another class of
stock convertible into Class A Common Stock.
/3/This percentage reflects FCIC's holdings only. The aggregate holdings of the
parties to the voting agreement represent 59.06% of the outstanding Class A
Common Stock.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 369385 10 9 PAGE 4 OF 20 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Investment Corporation
No. 36-2727230
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS* [_]
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
301,407/1//2/
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 301,407/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
301,407/1//2/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.77%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
/1/These shares are held by First Chicago Investment Corporation ("FCIC"), a
wholly-owned subsidiary of First Chicago Financial Corporation ("FCFC"), which
is a wholly-owned subsidiary of First Chicago NBD Corporation ("FCN").
/2/FCIC is a party to a voting agreement as described in Items 4 and 6 hereof.
In aggregate, the parties to such agreement own directly 23,020,664 shares,
2,400,591 shares of which are available upon the conversion of another class of
stock convertible into Class A Common Stock.
/3/This percentage reflects FCIC's holdings only. The aggregate holdings of the
parties to the voting agreement represent 59.06% of the outstanding Class A
Common Stock.
<PAGE>
SCHEDULE 13D
Item 1. Securities and Issuer.
---------------------
This Statement relates to the Class A Common Stock (the "Shares") of
General Communication, Inc. (the "Company"). The address of the Company's
principal executive offices, to the best knowledge of the Reporting Persons
jointly filing this Statement, is 2550 Denali Street, Suite 1000, Anchorage,
Alaska 99503.
Item 2. Identity and Background.
-----------------------
(a) This Statement is being filed by First Chicago NBD Corporation, a
Delaware corporation ("FCN"), its wholly-owned subsidiary, First Chicago
Financial Corporation, a Delaware Corporation ("FCFC") and FCFC's wholly-owned
subsidiary, First Chicago Investment Corporation, a Delaware Corporation
("FCIC") (FCN, FCFC and FCIC are referred to herein individually as a "Reporting
Person" and collectively as the "Reporting Persons").
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person. By
their signature on this Statement, each of the Reporting Persons agrees that
this Statement is filed on behalf of such Reporting Person.
Certain information required by Item 2 concerning the directors and
executive officers of the Reporting Persons is set forth on Schedule A attached
hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of each of
the Reporting Persons is One First National Plaza, Chicago, IL 60670.
(c) FCN is a bank holding company registered under the Bank Holding Company
Act, as amended, which was incorporated under the laws of the State of Delaware
in 1972. FCN is the surviving corporation resulting from the merger, effective
December 1, 1995, of First Chicago Corporation, a Delaware corporation and
registered bank holding company, with and into NBD Bancorp, Inc., a Delaware
corporation and registered bank holding company. FCN's lead bank is The First
National Bank of Chicago ("FNBC"). FCN also is the parent corporation of NBD
Bank, Detroit, Michigan ("NBD"), American National Bank and Trust Company of
Chicago ("ANB"), FCC National Bank and NBD Bank, N.A., Indianapolis, Indiana
("NBD, N.A."). FCC National Bank is a Delaware-based national banking
association primarily engaged in the issuance of VISA and MasterCard credit
cards.
Through its banking subsidiaries, FCN provides domestic retail banking,
worldwide corporate and institutional banking, and trust and investment
management services. In addition, FCN, directly or indirectly, owns the stock
of various nonbank companies engaged in businesses related to banking and
finance, including venture capital, leasing, investment management, mortgage
lending and servicing, insurance, community development, discount brokerage and
data processing activities.
FCFC raises funds to finance the operations of its subsidiaries, FCIC,
First Chicago Leasing Corporation, First Chicago Capital Markets, Inc., First
Chicago Capital Corporation, First
Page 5 of 20
<PAGE>
Chicago Equity Corporation and First Chicago Hedging Services Corporation. FCIC
engages in businesses related to banking and finance, including venture capital.
(d) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers and directors
of such Reporting Person, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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) Each of the Reporting Persons is a Delaware corporation, and to the
knowledge of each Reporting Person, each of the executive officers and directors
of each such Reporting Person is a citizen of the United States, except for Mr.
Siegfried Buschmann who is a citizen of Germany.
Item 3. Source and Amount of Funds or Other Considerations.
--------------------------------------------------
No personal funds were expended by the Reporting Persons on the matters
which have caused the filing of this Statement. As more fully described in Item
4, the Reporting Persons directly or indirectly exchanged all their profit
participation contractual rights in Prime Cable of Alaska, L.P., a Delaware
limited partnership ("Prime"), for an aggregate of 301,407 shares of Class A
Common Stock of the Company.
Item 4. Purpose of Transaction.
----------------------
BACKGROUND. General Communication, Inc. ("Company") and certain of its
subsidiaries closed as of October 31, 1996 ("Event Date") on the following
purchase and acquisition transactions and certain other related agreements
("Transactions"): (1) Prime Securities Purchase and Sale Agreement, as amended
by the parties at closing ("Prime Purchase Agreement"); (2) the Alaskan Cable
Purchase Agreement; (3) Alaska Cablevision Asset Purchase Agreement; (4)
McCaw/Rock Horner Asset Purchase Agreement; (5) McCaw/Rock Seward Asset Purchase
Agreement; and (6) MCI Stock Purchase Agreement ("MCI Purchase Agreement"). The
Transactions included a voting agreement entered into between certain holders of
Class A Common Stock including FCIC (the "New Voting Agreement") described
elsewhere in this Item 4 and in Item 6 of this statement and a registration
rights agreement ("Prime Registration Rights Agreement") described in Item 6 of
this statement.
As a result of the Transactions, the Company through certain subsidiaries
has acquired, as of the Event Date, interests in seven cable companies providing
services in Alaska as follows ("Cable Companies"): (1) all of the equity
securities and profit participation rights in Prime; (2) substantially all of
the assets of the Alaskan Cable companies comprised of three Alaska corporations
as follows (collectively, "Alaskan Cable"): (a) Alaskan Cable Network/Fairbanks,
Inc., (b) Alaskan Cable Network/Juneau, Inc. and (c) Alaskan Cable
Network/Ketchikan-Sitka, Inc.; (3) substantially all of the assets of Alaska
Cablevision, Inc., a Delaware corporation; (4) substantially all of the assets
of McCaw/Rock Homer Cable Systems, J.V., an Alaska joint venture; and (5)
substantially all of the assets of McCaw/Rock Seward Cable Systems, J.V., an
Alaska joint venture.
Page 6 of 20
<PAGE>
The closing of the Prime Purchase Agreement and the closing on the MCI
Purchase Agreement were each contingent upon the closing of the other. The
Transactions were approved by the shareholders of the Company at its annual
meeting held on October 17, 1996. The security holders of each Cable Company
approved the Transaction corresponding to their respective Cable Company or
otherwise consented to the Transaction on or prior to October 30, 1996.
Pursuant to the Prime Purchase Agreement, shares of Class A Common Stock
(the "Prime Company Shares") were distributed to Prime Cable Growth Partners,
L.P., a Delaware limited partnership ("Prime Growth"), Prime Venture 1 Holdings,
L.P., a Delaware limited partnership ("Prime Holdings"), Prime Cable Limited
Partnership ("PCLP"), the shareholders of Alaska Cable, Inc., a Delaware
corporation, and the holders of the profit participation interests in Prime,
i.e., the profit participation contractual rights held by three entities
(BancBoston Capital, Inc. ("BBCI"), FCIC and Madison Dearborn Partners V
("MDP")).
PURPOSE. The Prime Company Shares distributed to FCIC were acquired for
investment purposes, and FCIC intends to review continuously and monitor its
investment in the Company. The holders of the Prime Company Shares, including
FCIC, have under the Prime Purchase Agreement and the Prime Registration Rights
Agreement rights to cause the Company to register pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), a portion or all of the Prime
Company Shares for secondary offers and sales by the Company on behalf of those
holders.
Pursuant to the Prime Purchase Agreement, at closing, certain recipients of
the Prime Company Shares (the "Prime Sellers") entered into the New Voting
Agreement with certain other shareholders of the Company. Pursuant to the New
Voting Agreement, the Prime Sellers have the right to nominate two persons to
serve on the Board of Directors of the Company ("Company Board"), and the Prime
Sellers (and their distributees who agreed in writing to be bound thereby)
pursuant to the New Voting Agreement, have the right to nominate individuals to
fill those two positions going forward. In part, the New Voting Agreement
requires the signatories to the agreement to vote for those two nominees with
limiting conditions as described in Item 6 of this Statement.
See Item 6 for additional information with respect to the New Voting
Agreement.
Except as set forth above or as set forth in Item 6 in this Statement, the
Reporting Persons have no present plans or proposals which may relate to or
would result in any of the following:
(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;
Page 7 of 20
<PAGE>
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Any change in the present Company Board or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Company Board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) FCIC is the owner of 301,407 Shares representing 0.77% of the
outstanding Class A Common Stock. FCN and FCFC may be deemed to beneficially own
Shares solely through their direct or indirect ownership of FCIC. The parties to
the New Voting Agreement beneficially own directly 23,020,664 Shares, or
approximately 59.06% of the outstanding Class A Common Stock, 2,400,591 Shares
of which are available upon the conversion of the same number of shares of Class
B Common Stock of the Company held by certain of the parties to the New Voting
Agreement.
Each Reporting Person expressly declares that the filing of this Statement
shall not be construed as an admission that each such Reporting Person is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended (the "Act"), the beneficial owner of any securities covered by this
Statement other than those shares of Class A Common Stock in which such
Reporting Person has a pecuniary interest as set forth in this Item 5. No
Reporting Person has a pecuniary interest in shares of Class B Common Stock.
Madison Dearborn Advisors, L.P. ("MD Advisors") advises FCIC with respect
to the 301,407 shares of Class A Common Stock owned by FCIC. MDP does not,
however, share voting or dispositive power with respect to the shares of Class A
Common Stock owned by FCIC. Ten of the general partners of MDP are limited
partners of MD Advisors and are officers and shareholders of Madison Dearborn
Partners, Inc., the general partner of MD Advisors. Because of this
relationship, MDP and FCIC may be deemed to constitute a group for purposes of
section 13(d)(3) of the Act. FCN, FCFC and FCIC disclaim beneficial ownership of
the shares of Class A Common Stock held by MDP and disclaim that they constitute
a group with MDP for the purposes of Section 13(d)(3) of the Act.
(b) See Items 7-10 on pages two through four with respect to each
Reporting Person.
(c) See Item 3 above.
(d) No person other than a Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities reported herein.
(e) Not applicable.
Page 8 of 20
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Pursuant to Section 10.6 of the Prime Purchase Agreement, the Company
agreed to have two persons designated by the Prime Sellers to serve on the duly
elected Company Board.
FCIC, Prime Holdings, Prime Growth, PCLP, Prime Venture II, L.P., Prime II
Management, L.P. ("PIIM"), Austin Ventures, L.P., William Blair Venture Partners
III Limited Partnership, Centennial Fund III, L.P., BBCI, MDP, MCI
Telecommunications Corporation ("MCI"), Ronald A. Duncan ("Duncan"), Robert M.
Walp ("Walp") and TCI GCI, Inc. ("TCI") are all parties to the New Voting
Agreement that governs the voting of the Class A Common Stock and the Class B
Common Stock, no par value (the "Class B Common Stock") owned by such parties.
The Class B Common Stock owned by certain of the parties is convertible on a
share-per-share basis into Class A Common Stock at any time at the option of the
owner of the Class B Common Stock. As a result of the Class B Common Stock's
conversion feature into Class A Common Stock, and as a result of the New Voting
Agreement, the parties to such agreement may be deemed to be the beneficial
owner in the aggregate of more than five percent (5%) of the outstanding Class A
Common Stock. Notwithstanding the foregoing, each Reporting Person expressly
declares that the filing of this Statement shall not be construed as an
admission that each such Reporting Person is, for the purposes of Section 13(d)
and 13(g) of the Act, the beneficial owner of any securities covered by this
Statement other than those shares of Class A Common Stock in which Reporting
Person has a pecuniary interest. No Reporting Person has a pecuniary interest in
shares of Class B Common Stock. (See Item 5 for the discussion of the Class A
Common Stock owned by the Reporting Persons.)
The New Voting Agreement provides that the parties thereto will, to the
extent possible, cause the full membership of the Company Board to be maintained
at not less than eight directors. The New Voting Agreement also provides that
all of the shares subject to such Agreement will be voted as one block for so
long as the full membership of the Company Board is at least eight and will be
voted to elect to the Company Board individuals recommended by the parties to
such agreement. Pursuant to the terms of the New Voting Agreement, the
allocation among the parties to the Agreement of recommendations for positions
on the Company Board is as follows: (1) for recommendations from MCI, two
nominees; (2) for recommendations from Duncan and Walp, one nominee each; (3)
for recommendations from TCI, two nominees; and (4) for recommendations from the
Prime Sellers, two nominees for so long as (i) such Prime Sellers collectively
own at least 10% of the then issued and outstanding Shares of Class A Common
Stock and (ii) the management agreement entered into between PIIM and the
Company ("Prime Management Agreement") is in full force and effect. However, if
either of these conditions pertaining to such Prime Sellers is not satisfied,
then such Prime Sellers (and their distributees who elect in writing to be bound
thereby) are to be entitled to recommend only one nominee. If neither of the
foregoing conditions pertaining to such Prime Sellers is met, such Prime Sellers
will not be entitled to recommend any nominee to the Company Board.
Class A Common Stock and Class B Common Stock subject to the New Voting
Agreement are to be voted as one block, to the extent possible, to cause the
full membership of the Company Board to be maintained at not less than eight
members. Additionally, under the New Voting Agreement, the Class A Common Stock
and the Class B Common Stock subject to the New Voting Agreement are to be voted
as one block on such other matters which the parties to the New Voting Agreement
have unanimously agreed.
Except as set forth above, the New Voting Agreement does not extend to
voting upon other questions or matters on which shareholders will have the right
to vote under the Company's Articles of Incorporation, the Company's By-laws or
the laws of the State of Alaska.
The stated term of the New Voting Agreement is through the completion of
the annual shareholder meeting of the Company which is scheduled to take place
in June, 2001 or until there remains only one
Page 9 of 20
<PAGE>
party to such agreement, whichever occurs first. However, the parties to the
agreement may extend its term but only upon unanimous vote and written amendment
to the agreement. A party to the agreement (other than the Prime Sellers and
their distributees who elect in writing to be bound thereby) will be subject to
the agreement until the party disposes of more than 25% of the votes represented
by the party's holdings of Company Common Stock subject to the terms of the
agreement. Notwithstanding the foregoing, each party to the New Voting Agreement
must remain a party as to voting for nominees to the Company Board recommended
by the Prime Sellers and to maintain at least eight members on that board only
for so long as either the Prime Sellers (and their distributees who agree in
writing to be bound by the terms of the agreement) collectively own at least 10%
of the then issued and outstanding Company Class A Common Stock or the Prime
Management Agreement is in effect.
The New Voting Agreement commenced effective as of the Event Date.
Under the Prime Registration Rights Agreement, the initial distribution to
and, to the extent required, subsequent resales or distributions by the Prime
Sellers (and their distributees) of their portion of the Prime Company Shares
will be registered under the Securities Act. To the extent subsequent resale or
distributions by the Prime Sellers (and their distributees) are required to be
registered, the Company will keep the prospectus through which such offers would
be made current for a period of two years from the Event Date or otherwise
satisfy its responsibilities for registration through other registration
formats.
Under the Prime Management Agreement, PIIM will manage cable television
systems (the "Company Cable Systems"). PIIM had, previous to the Event Date,
managed the cable television systems owned by Prime and acquired by the Company
on the Event Date. The Prime Management Agreement is to continue for a term of
nine years unless earlier terminated under a number of circumstances including
the following: (1) with respect to any of the Company Cable Systems, upon the
termination or revocation of the Company's cable television certificate of
public convenience and necessity or franchise for that systems; (2) upon the
sale of all or substantially all of the assets of the Company Cable Systems or
the sale of all of the equity interests of the owner of the Company Cable
Systems; (3) upon PIIM's material breach of the agreement and failure to cure
within 30 days; (4) upon the Company's material breach of the agreement and
failure to cure within 30 days: or (5) after the second anniversary of the date
of the agreement, at the option of either PIIM or the Company.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Each of the New Voting Agreement, the Prime Purchase Agreement and the
Prime Registration Rights Agreement is incorporated herein by reference from the
Registration Statement filed by the Company with the Securities and Exchange
Commission under the Securities Act (Registration No. 333-13473) which became
effective October 4, 1996.
The following document is filed as an Exhibit to this Statement and hereby
incorporated by reference:
A. Joint Filing Agreement
Page 10 of 20
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 12, 1996 FIRST CHICAGO NBD CORPORATION
By: /s/ M. Eileen Kennedy
-------------------------------
M. Eileen Kennedy
Its: Senior Vice President and
Treasurer
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ M. Eileen Kennedy
-------------------------------
M. Eileen Kennedy
Its: Assistant Treasurer
FIRST CHICAGO INVESTMENT CORPORATION
By: /s/ M. Eileen Kennedy
-------------------------------
M. Eileen Kennedy
Its: Vice President and Treasurer
Page 11 of 20
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
EXECUTIVE OFFICERS OF FCN
-------------------------
Name Title with FCN Principal Occupation
- ---- -------------- --------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board, Chief Chairman of the Board of FCN,
Executive Officer and President FNBC and NBD
Thomas H. Jeffs II Vice Chairman Vice Chairman of FCN and FNBC
President of NBD
Scott P. Marks, Jr. Vice Chairman Vice Chairman of FCN and FNBC
Chairman of FCC National Bank
David J. Vitale Vice Chairman Vice Chairman of FCN and FNBC
President of FNBC
Chairman of ANB
Frederick M. Adams, Jr. Executive Vice President Executive Vice President of FCN
and FNBC
John W. Ballantine Executive Vice President Executive Vice President of FCN
and FNBC
David P. Bolger Executive Vice President Executive Vice President of FCN
and FNBC
President of ANB
Gordon S. Crimmins Executive Vice President Executive Vice President of FCN
and FNBC
Robert A. DeAlexandris Executive Vice President Executive Vice President of FCN
and FNBC
William H. Elliott III Executive Vice President Executive Vice President of FCN
and FNBC
Sherman I. Goldberg Executive Vice President Executive Vice President of FCN
and FNBC
Thomas H. Hodges Executive Vice President Executive Vice President of FCN
and FNBC
Philip S. Jones Executive Vice President Executive Vice President of FCN
and FNBC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title with FCN Principal Occupation
- ---- -------------- --------------------
<S> <C> <C>
W.G. Jurgensen Executive Vice President Executive Vice President of FCN
and FNBC
James R. Lancaster Executive Vice President Executive Vice President of FCN
and FNBC
Thomas J. McDowell Executive Vice President Executive Vice President of FCN
and FNBC
Timothy P. Moen Executive Vice President Executive Vice President of FCN
and FNBC
Susan S. Moody Executive Vice President Executive Vice President of FCN
and FNBC
Andrew J. Paine, Jr. Executive Vice President Executive Vice President of FCN
President of NBD, N.A.
Robert A. Rosholt Executive Vice President Executive Vice President and Chief
and Chief Financial Officer Financial Officer of FCN and
FNBC
Willard A. Valpey Executive Vice President Executive Vice President of FCN and NBD
</TABLE>
Such employment is conducted for FCN and FNBC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for NBD at 611 Woodward Avenue, Detroit, Michigan
48226.
Such employment is conducted for FCC National Bank at 300 King Street,
Wilmington, Delaware 19801.
Such employment is conducted for ANB at 33 North LaSalle Street, Chicago,
Illinois 60690.
Such employment is conducted for NBD, N.A. at One Indiana Square, Indianapolis,
Indiana 46266.
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS OF FCN
----------------
Name, Business and
Names Principal Occupation Address where Employed
- ----- -------------------- ----------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Terence E. Adderley President and Chief Kelly Services, Inc.
Executive Officer 999 West Big Beaver Road
Troy, Michigan 48084
James K. Baker Chairman of the Board Arvin Industries, Inc.
One Noblitt Plaza
Columbus, Indiana 47202
John H. Bryan Chairman of the Board Sara Lee Corporation
and Chief Executive Three First National Plaza
Officer Suite 4400
Chicago, Illinois 60602-4260
Siegfried Buschmann Chairman and Chief The Budd Company
Executive Officer 3155 West Big Beaver Road
Troy, Michigan 48007
James S. Crown General Partner Henry Crown and Company
222 North LaSalle Street
Suite 2000
Chicago, Illinois 60601
Dr. Maureen A. Fay President University of Detroit Mercy
4001 West McNichols
Detroit, Michigan 48221
Charles T. Fisher III Retired Chairman NBD Bancorp, Inc.
100 Renaissance Center
Suite 2412
Detroit, Michigan 48243
Donald V. Fites Chairman of the Board Caterpillar Inc.
and Chief Executive Peoria, Illinois 61629
Officer
Thomas H. Jeffs II Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Richard A. Manoogian Chairman and Chief Masco Corporation
Executive Officer 21001 Van Born Road
Taylor, Michigan 48180
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name, Business and
Names Principal Occupation Address where Employed
- --------------------------- ------------------------- -----------------------------
<S> <C> <C>
Scott P. Marks, Jr. Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
William T. McCormick, Jr. Chairman and Chief CMS Energy Corporation
Executive Officer 330 Town Center Drive
Dearborn, Michigan 48126
Earl L. Neal Principal Earl L. Neal & Associates
111 West Washington Street
Suite 1700
Chicago, Illinois 60602
James J. O'Connor Chairman and Chief Unicom Corporation
Executive Officer P.O. Box 767
Chicago, Illinois 60690
Thomas E. Reilly, Jr. Chairman of the Board Reilly Industries, Inc.
300 North Meridian Street
Indianapolis, Indiana 46204
Patrick G. Ryan Chairman, President and Aon Corporation
Chief Executive Officer 123 North Wacker Drive
Chicago, Illinois 60606
Adele Simmons President The John D. and Catherine T.
MacArthur Foundation
140 South Dearborn
Suite 1100
Chicago, Illinois 60603
Richard L. Thomas Retired Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
EXECUTIVE OFFICERS OF FCFC
--------------------------
<TABLE>
<CAPTION>
Names Title with FCFC Principal Occupation
- ----- --------------- --------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board Chairman of FCN, FNBC and
NBD
David J. Vitale Vice Chairman Vice Chairman of FCN and FNBC
President of FNBC
Chairman of ANB
</TABLE>
Such employment is conducted for FCN and FNBC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for NBD at 611 Woodward Avenue, Detroit, Michigan
48226.
Such employment is conducted for ANB at 33 North LaSalle Street, Chicago,
Illinois 60690.
<PAGE>
DIRECTORS OF FCFC
-----------------
<TABLE>
<CAPTION>
Name, Business and
Names Principal Occupation Address where Employed
- ----- -------------------- ----------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Robert A. Rosholt Executive Vice President First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
EXECUTIVE OFFICERS OF FCIC
--------------------------
<TABLE>
<CAPTION>
Names Title with FCIC Principal Occupation
- ----- --------------- --------------------
<S> <C> <C>
Geoffrey L. Stringer Chairman of the Board Senior Vice President of FNBC
David J. Vitale President Vice Chairman of FCN and FNBC
President of FNBC
Chairman of ANB
Robert A. Rosholt Executive Vice President Executive Vice President
and Chief Financial Officer
of FCN and FNBC
</TABLE>
Such employment is conducted for FCN, FNBC and FCIC at One First National Plaza,
Chicago, Illinois 60670.
Such employment is conducted for ANB at 33 North LaSalle Street, Chicago,
Illinois 60690.
<PAGE>
DIRECTORS OF FCIC
-----------------
<TABLE>
<CAPTION>
Name, Business and
Names Principal Occupation Address where Employed
- ----- -------------------- ----------------------
<S> <C> <C>
Garrett R. Glass Senior Vice President The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
William J. Roberts Senior Vice President First Chicago NBD Corporation
and Comptroller One First National Plaza
Chicago, Illinois 60670
Robert A. Rosholt Executive Vice President First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Geoffrey L. Stringer Senior Vice President The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670
David J. Vitale Vice Chairman First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
</TABLE>
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(f)(1) of the regulations of the Securities and
Exchange Commission, the undersigned agree that the statement on Schedule 13D
(including all amendments thereto) with respect to the Class A Common Stock of
General Communication, Inc. to which this Agreement is attached as an Exhibit is
filed on behalf of each of the undersigned.
Dated: November 12, 1996
FIRST CHICAGO NBD CORPORATION
By: /s/ M. Eileen Kennedy
------------------------------
M. Eileen Kennedy
Its: Senior Vice President and
Treasurer
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ M. Eileen Kennedy
------------------------------
M. Eileen Kennedy
Its: Assistant Treasurer
FIRST CHICAGO INVESTMENT CORPORATION
By: /s/ M. Eileen Kennedy
------------------------------
M. Eileen Kennedy
Its: Vice President and Treasurer
