<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
General Communication, Inc.
(Name of Issuer)
Class B Common Stock, no par value
----------------------------------
(Title of Class of Securities)
369385 20 8
-----------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
(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 this
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 less than
five percent 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 ("Exchange 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).
Exhibit Index is on Page 13
<PAGE>
Cusip No. 369385 20 8
- -----------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
TELE-COMMUNICATIONS, INC.
84 - 1260157
- -----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------
(4) Source of Funds
AF
- -----------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------
Number of (7) Sole Voting Power 590,043 Shares
Shares Bene- ---------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ---------------------------------------------------
Each Report- (9) Sole Dispositive Power 590,043 Shares
ing Person ---------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- -----------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
590,043 Shares
- -----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- -----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
14.5%
- -----------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
2
<PAGE>
Cusip No. 369385 20 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
GENERAL COMMUNICATION, INC.
(Commission File No. 0-15279)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation
("TCI"), hereby amends and supplements its Statement on Schedule
13D (the "Statement"), with respect to the Class B Common Stock,
no par value (the "Class B Common Stock"), of General
Communication, Inc., an Alaska corporation ("GCI"). GCI's
principal executive offices are located at 2550 Denali Street,
Suite 1000, Anchorage, Alaska 95503. Pursuant to Rule 13d-2(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), this Amendment No. 2 also restates the Statement and each
subsequent amendment.
ITEM 2. Identity and Background
-----------------------
This Amendment No. 2 is being filed by TCI whose
principal business address is 5619 DTC Parkway, Englewood,
Colorado 80111.
TCI, through its subsidiaries and affiliates, is
principally engaged in the construction, acquisition, ownership,
and operation of cable television systems and the provision of
satellite-delivered video entertainment, information and home
shopping programming services to various video distribution
media, principally cable television systems. TCI also has
investments in cable and telecommunications operations and
television programming in certain international markets as well
as investments in companies and joint ventures involved in
developing and providing programming for new television and
telecommunications technologies. TCI is a Delaware corporation
and was incorporated in 1994. TCI Communications, Inc. ("TCIC"),
a majority owned subsidiary of TCI, and its predecessors have
been engaged in the cable television business since the early
1950's. Prior to August 1994, TCI was named TCI/Liberty Holding
Company and TCIC was named Tele-Communications, Inc.
Schedule 1 attached to this Amendment No. 2 to the
Statement contains the following information concerning each
director, executive officer or controlling person of TCI: (i)
name and residence or business address, (ii) principal occupation
or employment; and (iii) the name, principal business and address
of
any corporation or other organization in which such employment is
conducted. Schedule 1 is incorporated herein by reference and
replaces the Schedule previously filed with the Statement.
3
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Cusip No. 369385 20 8
To the knowledge of TCI, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen.
During the last five years, neither TCI nor any of the Schedule 1
Persons (to the knowledge of TCI) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither TCI nor any
of the Schedule 1 Persons (to the knowledge of TCI) has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, is
or was 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.
August 1994 Business Combination
- --------------------------------
On August 4, 1994, at Special Meetings of Stockholders
of TCIC and Liberty Media Corporation ("LMC"), there was approved
and adopted an Agreement and Plan of Merger, dated as of January
27, 1994, as amended, which provided for, among other things, the
business combination of TCIC and LMC resulting in the companies
becoming wholly owned subsidiaries of TCI (the "Business
Combination"). The Business Combination became effective on
August 4, 1994 upon certain filings with state authorities. Upon
the effectiveness of the Business Combination, TCI became the
indirect beneficial owner of all of the Class B Common Stock
owned by TCIC.
The foregoing summary of the Business Combination is
qualified in its entirety by reference to the complete terms,
provisions and conditions thereof set forth in the Proxy
Statement of LMC and TCIC and the Prospectus of TCI filed on June
23, 1994 (the "Proxy Statement/Prospectus") by such parties as
part of Registration Statement on Form S-4 (No. 33-54263). The
Registration Statement and Proxy Statement/Prospectus were
incorporated herein by reference and were so filed herewith as
Exhibit A in the original Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
TCI currently beneficially owns, directly and through
certain of its subsidiaries, 590,043 shares of the Class B Common
Stock. The Class B Common Stock was acquired in the Business
Combination. In addition, a subsidiary of TCI, by virtue of the
execution of a Voting Agreement, dated as of October 31, 1996
(described more fully below), may be deemed to be the beneficial
owner of the Class A Common Stock of GCI (the "Class A Common
Stock") and the Class B Common Stock owned by the other parties
to such Voting Agreement. In the aggregate, TCI and the other
parties to the Voting Agreement beneficially own 23,160,664
shares of the Class A Common Stock and the Class B Common Stock
(including convertible securities). TCI expressly disclaims
beneficial ownership of such shares owned by the other parties to
the Voting Agreement other than for the limited purposes set
forth in the Voting Agreement.
Acquisition Pursuant to the Business Combination
- ------------------------------------------------
In connection with the Business Combination described
in Item 2 above, TCI acquired indirect beneficial ownership of
590,043 shares of the Class B Common Stock. The consideration
for the acquisition of such Class B Common Stock was the
consideration given in the Business Combination which is
described in the Proxy Statement/Prospectus under the heading
"THE MERGER AGREEMENT -- Consideration to be Received in the
Mergers".
4
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Cusip No. 369385 20 8
The Voting Agreement
- --------------------
The following summary of the Voting Agreement is
qualified in its entirety by reference to the complete terms,
provisions and conditions of the Voting Agreement, a copy of
which is attached hereto as Exhibit B.
An indirect subsidiary of TCI is a party to a Voting
Agreement, dated as of October 31, 1996 (the "Voting Agreement"),
with the following persons (collectively, the "Voting Agreement
Parties"): (i) Prime Growth Partners, L.P., a Delaware limited
partnership ("Prime Growth"), (ii) Prime Venture I Holdings, L.
P. ("Prime Holdings"); (iii) Prime Cable Limited Partnership, a
Delaware limited partnership ("PCLP"), (iv) Prime Venture II,
L.P., a Delaware limited partnership ("PVII"), (v) Prime II
Management, L.P., a Delaware limited partnership ("PIIM"), (vi)
Austin Ventures, L.P. ("AVLP"), (vii) William Blair Venture
Partners III Limited Partnership ("Blair"), (viii) Centennial
Fund III, L.P. ("Centennial"), (ix) BancBoston Capital, Inc.
("BBCI"), (x) First Chicago Investment Corporation ("First
Chicago"), (xi) Madison Dearborn Partners V ("MDP"), (xii) MCI
Telecommunications Corporation ("MCI") (xiii) Ronald A. Duncan,
and (xiv) Robert M. Walp. The following persons are hereinafter
defined as the "Prime Group": Prime Growth, Prime Holdings,
PVII, PCLP, PIIM, AVLP, Blair, Centennial, BBCI, First Chicago
and MDP.
The Voting Agreement governs the voting of the Class B
Common Stock and the Class A Common Stock owned by the Voting
Agreement Parties. The Class B Common Stock owned by certain of
the Voting Agreement Parties is convertible on a share for share
basis into Class A Common Stock at any time at the option of the
owner of the Class B Common Stock. In addition, the Class B
Common Stock receives 10 votes per share in voting on most
matters and votes as a single class with the Class A Common
Stock.
The Voting Agreement requires the Voting Agreement
Parties, to the full extent possible, to cause the full
membership of the GCI board of directors to be maintained at not
less than eight directors. The Voting Agreement provides that
all of the shares subject to the Voting Agreement will be voted
as one block for so long as the full membership on the GCI board
is a least eight and will be voted for the election to the GCI
board of individuals recommended by the Voting Agreement Parties.
The allocation of recommendations for positions on the GCI board
made by the Voting Agreement Parties is as follows: (i) for
recommendations from MCI, two nominees, (ii) for recommendations
from Messrs. Duncan and Walp, one nominee each, (iii) for
recommendations from TCI, two nominees, and (iv) for
recommendations from the Prime Group (through PIIM), two nominees
(except as provided in the next sentence). To have the right to
nominate two nominees to the GCI board, the Prime Group must
satisfy the following conditions: (i) the Prime Group (and their
distributees who agree in writing to be bound by the terms of the
Voting Agreement) 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 the
Prime Group is not satisfied, then the Prime Group (and their
distributees who elect in writing to be bound thereby) are to be
entitled to recommend only one nominee. If neither of these
conditions pertaining to the Prime Group are met, the Prime Group
shall not be entitled to recommend any nominee pursuant to the
terms of the Voting Agreement.
The shares of the Class A and Class B Common Stock
subject to the Voting Agreement are to be voted as one block, to
the extent possible, to cause the full membership of the GCI
board to be maintained at not less than eight members.
Furthermore, under the Voting Agreement, the shares of Class A
Common Stock and the Class B Common Stock subject to the Voting
Agreement are to be voted on other matters to which the Voting
Agreement Parties have unanimously agreed.
5
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Cusip No. 369385 20 8
As a result of the execution of the Voting Agreement
and the joint voting requirements, the Voting Agreement Parties
may be deemed to be collectively the beneficial owner of the
aggregate of all of the Class A Common Stock and Class B Common
Stock owned by the Voting Agreement Parties. Notwithstanding the
foregoing, TCI expressly disclaims beneficial ownership of the
shares of Class A Common Stock and Class B Common Stock
beneficially owned by the other Voting Group Parties, except for
the limited purposes of voting as provided in the Voting
Agreement.
The stated term of the Voting Agreement is through the
completion of the annual shareholder meeting of GCI to take place
in June 2001 or until there remains only one party to the Voting
Agreement, whichever first occurs. However, the Voting
Agreement Parties may extend the term of the Voting Agreement but
only upon unanimous vote and written amendment to the Voting
Agreement. Any Voting Agreement Party (other than a member of
the Prime Group and their distributees who elect in writing to be
bound thereby) will be subject to the Voting Agreement until such
Voting Agreement Party disposes of more than 25% of the votes
represented by such Voting Agreement Party's holdings of Class A
or Class B Common Stock, subject to the terms and conditions of
the Voting Agreement. Notwithstanding the foregoing, each Voting
Agreement Party must remain a party as to voting for nominees to
the GCI board recommended by the Prime Group and to maintain at
least eight members of the GCI board only for so long as either
the Prime Group (and their distributees who agree in writing
to be bound by the terms of the Voting Agreement) collectively
own at least 10% of the then issued and outstanding shares of
Class A Common Stock or the Prime Management Agreement is in
effect.
The Voting Agreement commenced effectiveness as of
October 31, 1996. With the execution of the Voting Agreement, it
is contemplated that the GCI board will take such action as
necessary to cause its size to increase from the present seven
members to nine members, and the portion of the Prime Group who
are also Voting Agreement Parties will thereafter present its
nominees for two positions on the GCI board through their
designated agent, PIIM.
The Voting Agreement replaces the previously existing
voting agreement, dated as of March 31, 1993, among the following
parties: (i) MCI, (ii) TCI, (iii) Mr. Duncan, and (iv) Mr. Walp.
No additional consideration was paid in connection with
entering into the Voting Agreement.
ITEM 4. Purpose of Transaction
----------------------
Except as otherwise described herein, neither TCI nor,
to the best of its knowledge, any of its executive officers,
directors or controlling persons, have any present plans or
proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of GCI, or any
disposition of securities of GCI; (ii) any extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving GCI or any of its subsidiaries; (iii) any
sale or transfer of a material amount of assets of GCI or any of
its subsidiaries; (iv) any change in the present board of
directors or management of GCI, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present
capitalization or dividend policy of GCI; (vi) any other material
change in GCI's business or corporate structure; (vii) any
changes in GCI's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the
acquisition of control of GCI by any person; (viii) any delisting
from a national securities exchange or any loss of authorization
for quotation in an inter-dealer quotation system of a registered
national securities association of a class of securities of GCI;
(ix) any termination of registration pursuant to section 12(g)(4)
of the Exchange Act of a class of equity securities of GCI; or
(x) any action similar to any of those enumerated above.
6
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Cusip No. 369385 20 8
Notwithstanding the foregoing paragraph, TCI may
determine to change its investment intent with respect to GCI at
any time in the future. In reaching any conclusion as to its
future course of action, TCI will take into consideration various
factors, such as GCI's business and prospects, other developments
concerning GCI, other business opportunities available to TCI,
developments with respect to the business of TCI, and general
economic and stock market conditions, including, but not limited
to, the market price of the Class A or Class B Common Stock of
GCI. TCI reserves the right, depending on other relevant
factors, to acquire additional shares of the Class A or Class B
Common Stock of GCI in open market or privately negotiated
transactions, to dispose of all or a portion of its holdings of
shares of the Class B Common Stock of GCI or to change its
intention with respect to any or all of the matters referred to
in this Item.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) TCI presently beneficially owns 590,043 shares of
the Class B Common Stock. The 590,043 shares of the Class B
Common Stock beneficially owned by TCI represent 14.5% of the
4,082,035 shares of the Class B Common Stock outstanding as of
October 31, 1996 as reported by an officer of GCI.
(b) Except as otherwise expressly provided in the
Voting Agreement, TCI has the sole power to vote or to direct the
voting of the shares of the Class B Common Stock that TCI
beneficially owns. TCI has the sole power to dispose of, or to
direct the disposition of the shares of the Class B Common Stock
that TCI beneficially owns.
(c) Except for the acquisition of the Class B Common
Stock described herein, neither TCI nor, to the knowledge of TCI,
any of the persons described on Schedule 1, has executed
transactions in the Class B Common Stock of GCI during the past
sixty (60) days. Prior to that time, Mr. Bernard Schotters, II,
a Schedule 1 Person, acquired (and still beneficially owns with
his wife) 20 shares of the Class B Common Stock of the Company.
(d) There is no person that has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Class B Common Stock owned by TCI.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
--------------------------------------------------------
Except for the Voting Agreement described above in Item
3 hereof (which discussion is incorporated by reference herein),
there are presently no contracts, arrangements, understandings or
relationships among TCI and other persons with respect to the
Class B Common Stock of GCI.
7
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Cusip No. 369385 20 8
ITEM 7. Material to be Filed as Exhibits
--------------------------------
A. Registration Statement on Form S-4, filed by TCI on
June 23, 1994 and thereafter amended and ordered
effective June 23, 1994, under Commission File No.
33-54263, which is hereby incorporated by this
reference. (Previously submitted with Original
Statement filed on August 11, 1994 via incorporation
by reference)
B. Voting Agreement, dated as of October 31, 1996.
8
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Cusip No. 369385 20 8
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.
November 15, 1996 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
__________________________
Stephen M. Brett
Executive Vice President and
General Counsel
9
<PAGE>
Cusip No. 369385 20 8
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Employment Principal Occupation and Which Such
Name Business Address Is Conducted
- ---- ------------------------ ------------
<C> <S> <C>
Bob Magness Chairman of the Board and Cable television &
Director of TCI telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
John C. Malone President and Chief Executive Cable television &
Officer & Director of TCI telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Donne F. Fisher Consultant & Director Cable television &
of TCI telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board
of Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Tony Lee Coelho Director of TCI; Chairman of the Board Investment Services
& Chief Executive Officer of ETC w/TCI,
Inc.;
Chairman & Chief Executive Officer of
Coelho Associates, LLP
1325 Avenue of the Americas,
26th Floor
New York, NY 10019
Kim Magness Director of TCI & TCI Communications,
Inc. Management of personal
Manages various personal investments investments
4000 E. Belleview
Englewood, CO 80111
</TABLE>
10
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Cusip No. 369385 20 8
<TABLE>
<C> <S> <C>
Robert A. Naify Director of TCI; President and C.E.O. Motion Picture
of Todd-AO Corporation Industry
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Business Consultant; Business Consulting;
Senior Counsel to Baker & Botts, L.L.P. Law
5619 DTC Parkway
Englewood, CO 80111
Gary K. Bracken Senior Vice President & Controller Cable television &
of TCI Communications, Inc. telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television &
& General Counsel of TCI telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Brendan R. Executive Vice President & Chief
Clouston Operating Cable television &
Officer of TCI telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Barry Marshall Executive Vice President of Cable television &
TCI Communications, Inc. telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television &
5619 DTC Parkway telecommunications;
Englewood, CO 80111 & programming services
Bernard W. Senior Vice President - Finance
Schotters, II & Treasurer Cable television &
of TCI Communications, Inc. telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
11
<PAGE>
Cusip No. 369385 20 8
<TABLE>
<C> <S> <C>
Robert N. Thomson Senior Vice President - Government Cable television &
Affairs of TCI Communications, Inc. telecommunications;
5619 DTC Parkway & programming services
Englewood, CO 80111
Fred A. Vierra Executive Vice President of TCI; Cable television &
Chief Executive Officer of Tele- telecommunications;
Communications International, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Peter R. Barton Executive Vice President of TCI Cable television &
5619 DTC Parkway telecommunications;
Englewood, CO 80111 & programming services
</TABLE>
12
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Cusip No. 369385 20 8
EXHIBIT INDEX
-------------
- -------------------------------------------------------------------------------
EXHIBIT EXHIBIT PAGE
NUMBER
- -------------------------------------------------------------------------------
7(A) Registration Statement on Form S-4, filed by (Previously
TCI on June 23, 1994 and thereafter amended and filed)
ordered effective June 23, 1994, under
Commission File No. 33-54263, which is hereby
incorporated by this reference. (Previously
submitted with Original Statement filed on
August 11, 1994 via incorporation by reference)
7(B) Voting Agreement, dated as of October 31, 1996.
13
<PAGE>
VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is entered into
effective on the 31st day of October, 1996, by and between Prime
II Management, L.P. ("Prime"), as the designated agent for the
parties named on Annex 1 attached hereto (collectively, "Prime
Sellers"), MCI Telecommunications Corporation, Ronald A. Duncan,
Robert M. Walp, and TCI GCI, Inc. (Prime, as designated agent for
the Prime Sellers, "Duncan," "Walp," and "TCI GCI,"
respectively, or individually, "Party" and collectively,
"Parties"), all of whom are shareholders of General
Communication, Inc., an Alaska corporation ("GCI"), as identified
in this Agreement.
WHEREAS, the Parties are as of the date of this Agreement,
the owners of the amounts of GCI's Class A and Class B common
stock as set forth in this Agreement;
WHEREAS, the Parties desire to combine their votes as
shareholders of GCI in the election of certain positions of the
Board of Directors ("Board") of GCI and specifically to vote on
certain issues as set forth in this Agreement;
WHEREAS, the Parties desire to establish their mutual rights
and obligations in regard to the Board and those certain issues
to come before the shareholders or before the Board;
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained in this Agreement, the Parties agree as
follows:
Section 1. Shares. The shares of GCI's Class A and Class B
common stock subject to this Agreement will consist of those
shares held by each Party as set forth in this Section 1 and any
additional shares of GCI's voting stock acquired in any manner by
any one or more of the Parties ("Shares"):
(1) Prime - 11,800,000 shares of Class A common stock;
(2) MCI - 8,251,509 Shares of Class A common stock and
1,275,791 Shares of Class B common stock, which
total to an aggregate of 21,009,419 votes for MCI;
(3) Duncan - 852,775 Shares of Class A common stock and
233,708 Shares of Class B common stock, which total
to an aggregate of 3,189,855 votes for Duncan;
(4) Walp - 534,616 Shares of Class A common stock and
301,049 Shares of Class B common stock, which total
to an aggregate of 3,545,106 votes for Walp; and
-1-
<PAGE>
(5) TCI GCI - 590,043 Shares of Class B common stock,
which totals to an aggregate of 5,900,430 votes for
TCI GCI.
Section 2. Voting. (a) All of the Shares will, during the
-------
term of this Agreement, be voted as one block in the following
matters:
(1) For so long as the full membership on the Board is
at least eight, the election to the Board of
individuals recommended by a Party ("Nominees"),
with the allocation of such recommendations
to be in the following amounts and by the following
identified Parties:
(A) For recommendations from MCI, two Nominees;
(B) For recommendations from Duncan and Walp,
one Nominee from each;
(C) For recommendations from TCI GCI, two
Nominees; and
(D) For recommendations from Prime, two (2)
nominees, for so long as (i) the Prime
Sellers (and their distributees who agree
in writing to be bound by the terms of this
Agreement) collectively own at least ten
percent of the issued and then-outstanding
shares of GCI's Class A common stock,
and (ii) that certain Management Agreement
between Prime and GCI dated of even date
herewith ("Prime Management Agreement") is
in full force and effect. If either of these
conditions are not satisfied, then Prime
shall only be entitled to recommend one
Nominee. If neither of these conditions
are met, Prime shall not be entitled to
recommend any Nominee at that time;
(2) To the extent possible, to cause the full membership
of the Board to be maintained at not less than eight
members;
(3) Other matters to which the Parties unanimously agree.
(b) The Parties will abide by the classification by
the Board of a Nominee in accordance with the provisions for
classification of the Board as set forth in Article V(b) of GCI's
Articles of Incorporation and Section 2(b) of GCI's Article IV of
Bylaws which classification was, as of the date of this Agreement,
for Nominees allocated to MCI as follows: one in Class I and one
in Class III, and for Nominees allocated to Prime as follows: one
in Class II and one in Class III, and for Nominees allocated to
TCI GCI as follows: one in Class II and one in Class III.
-2-
<PAGE>
(c) The Parties understand that to insure the election
of their allocated Nominees, the Shares must constitute
sufficient voting power to cause those elections and that as
new shares are issued by GCI through the exercise of warrants
and options, acquisitions by employee benefit plans, or otherwise,
the number of outstanding shares of voting common stock will
increase, making the percentage which the Shares represent of the
outstanding shares decrease.
(d) The Parties will take such action as is necessary to
cause the election to the Board of each Party's Nominee(s).
Section 3. Manner of Voting. Votes, for purposes of this
----------------
Section 3, will be as determined by written ballot upon each
matter to be voted upon. Should such a matter require shareholder
action, e.g., election of Nominees to the Board or should the
Board choose to present the matter for shareholder consent,
approval or ratification, such balloting must take place so that
the results are received by GCI at its principal executive
offices not less than 120 calendar days in advance of the date
of GCI's proxy statement released to security holders in
connection with the previous year's annual meeting of security
holders.
Section 4. Limitation on Voting. Except as set forth in (a)
--------------------
of Section 2 of this Agreement, the Agreement will not extend to
voting upon other questions and matters on which shareholders
will have the right to vote under GCI's Articles of
Incorporation, GCI's Bylaws of the Company, or the laws of the
State of Alaska.
Section 5. Term of Agreement. (a) The term of this
------------------
Agreement will be through the completion of the annual meeting of
GCI's shareholders taking place in June, 2001 or until there is
only one Party to the Agreement, whichever occurs first; provided
that the Parties may extend the term of this Agreement only upon
unanimous vote and written amendment to this Agreement.
(b) Except as provided in (a) and (d) of this Section
5, a Party (other than Prime) will be subject to this Agreement
until the Party disposes of more than 25% of the votes
represented by the Party's holdings of common stock which equates
to the following (adjusted for stock splits) for each party:
1. MCI - 5,252,355 votes;
2. Duncan - 797,464 votes;
3. Walp - 886,277 votes; and
4. TCI GCI - 1,475,108 votes.
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<PAGE>
(c) Should one party dispose of an amount of its
portion of the Shares in excess of the limit as set forth in (b)
of this Section 5, each other Party will have the right to
withdraw and terminate that Party's rights and obligations under
this Agreement by giving written notice to the other Parties.
(d) Anything to the contrary in this Agreement
notwithstanding each Party shall remain a Party to this Agreement
with respect to its obligation to vote (a) for Prime's Nominee(s)
pursuant to Section 2(a)(1) above, and (b) to maintain at least
an eight (8) member Board pursuant to Section 2(a)(2) above only,
for so long as either (i) the Prime Sellers (and their
distributees who agree in writing to be bound by the terms of
this Agreement) collectively own at least ten percent (10%) of
the issued and then-outstanding shares of GCI's Class A common
stock or (ii) the Prime Management Agreement is in effect. Upon
each request, Prime shall, within a reasonable period of time
after delivery by GCI to Prime of GCI's shareholders list showing
the number of shares of GCI common stock owned by each such
shareholder, provide GCI with its certificate, in form and
substance reasonably satisfactory to GCI, confirming the Prime
Sellers' aggregate, then-current percentage ownership of GCI
Class A common stock.
Section 6. Binding Effect. The Parties will, during the
--------------
term of this Agreement, be fully subject to its provisions.
There will be no prohibition against transfer or other assignment
of Shares under the terms of this Agreement. Should a Party
transfer or otherwise assign Shares, and the new holder of those
Shares will not have any rights under, nor be subject to the
terms of, this Agreement, except that any assignee which is an
affiliate or subsidiary entity of a Party shall be bound by, and
have the benefits of, this Agreement; provided, however, that
-------- -------
anything to the contrary in the foregoing notwithstanding, any
distributee of a Prime Seller that agrees in writing to be bound
by the terms of this Agreement will have rights under and be
subject to the terms of this Agreement.
Section 7. GCI's Agreement. GCI agrees (i) to submit the
---------------
Nominees selected pursuant to Section 2(a) above in its proxy
materials delivered to GCI's shareholders in connection with each
election of GCI directors; and (ii) not to take any action
inconsistent with the agreements of the Parties set forth herein.
Section 8. Notices. Notices required or otherwise given
-------
under this Agreement will be given by hand delivery or certified
mail to the following addresses, unless otherwise changed by a
Party with notice to the other Parties:
To Prime: Prime II Management, L.P.
600 Congress Avenue, Suite 3000
Austin, Texas 78701
Attn: President
With copies (which shall not constitute
notice) to:
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<PAGE>
Edens Snodgrass Nichols & Breeland, P.C.
2800 Franklin Plaza
111 Congress Avenue
Austin, Texas 78701
ATTN: Patrick K. Breeland
To MCI: MCI Telecommunications Corporation
1133 19th Street, N.W.
Washington, D.C. 20035
ATTN: Douglas Maine, Chief Financial Officer
To Duncan: Ronald A. Duncan
President and Chief Executive Officer
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
To Walp: Robert A. Walp
Vice Chairman
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
To TCI GCI : Larry E. Romrell, President
TCI GCI, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Section 9. Performance. The Parties agree that damages are
-----------
not an adequate remedy for a breach of the terms of this
Agreement. Should a Party be in breach of a term of this
Agreement, one or more of the other Parties may seek the specific
performance or injunction of that Party under the terms of this
Agreement by bringing an appropriate action in a court in
Anchorage, Alaska.
Section 10. Governing Law. The terms of this Agreement
-------------
will be governed by and construed in accordance with the laws of
the State of Alaska.
Section 11. Amendments. This Agreement constitutes the
----------
entire Agreement between the Parties, and any amendment of it
must be in writing and approved by all Parties.
Section 12. Group. Prior to a Party filing a Schedule 13D
-----
or an amendment to such a schedule pursuant to the Securities
Exchange Act of 1934, the Party will provide a written notice to
each of the other Parties within five days after the triggering
event under that schedule and at least two days prior to the
filing of that schedule or amendment, as the case may be, and
further provide to any other Party any information or
documentation reasonably requested by that Party in this regard.
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<PAGE>
Section 13. Termination of Prior Agreement. This
---------------------------------
Agreement supersedes and replaces in its entirety that certain
Voting Agreement dated effective as of March 31, 1993, by and
between MCI, Duncan, Walp and TCI GCI, as successor in interest
to WestMarc Communications, Inc.
Section 14. Severability. If a court of competent
------------
jurisdiction finds any portion of this Agreement invalid or not
enforceable, this Agreement shall be automatically reformed to
carry out the intent of the Parties as nearly as possible without
regard to the portion so invalidated. If this entire Agreement
is determined to be limited in duration by a court of competent
jurisdiction, the Parties agree to enter into a new Agreement
which carries forward the intent of the Parties upon such
termination.
IN WITNESS WHEREOF, the Parties set their hands to this
Agreement, effective on the first date above written.
PRIME II MANAGEMENT, L.P.
By Prime II Management, Inc.
Its General Partner
By____________________________________
Name:_________________________________
Its:__________________________________
MCI TELECOMMUNICATIONS CORPORATION
By____________________________________
Name:_________________________________
Its:__________________________________
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<PAGE>
_______________________________________
RONALD A. DUNCAN
_______________________________________
ROBERT M. WALP
TCI GCI, INC.
By_____________________________________
Name:__________________________________
Its:___________________________________
GENERAL COMMUNICATION, INC.
By_____________________________________
Name:__________________________________
Its:___________________________________
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