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.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
369385-10-9
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(CUSIP Number)
William O. Charman
Vice President
BancBoston Capital, Inc.
175 Federal Street
Boston, Massachusetts 021110
(617) 434-2442
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 31, 1996
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(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).
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CUSIP No. 369385-10-9 SCHEDULE 13D Page 2 of 11 Pages
<PAGE>
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<F1>
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%<F2>
14. TYPE OF REPORTING PERSON
CO
[FN]
<F1>The shares held by BancBoston Capital, Inc. ("BBC") are subject
to the New Voting Agreement described in Item 5 hereof.
<F2>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
<PAGE>
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<F3>
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
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[FN]
<F3> 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]
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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-
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(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-
<PAGE>
(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-
<PAGE>
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-
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<S> <C>
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
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
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-
<PAGE>
Henrique de Campos President; Chief Operating
Meirelles Officer; Director;
Citizen of Brazil
William J. Shea Vice Chairman; Chief
Financial Officer;
Treasurer
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
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-
<PAGE>
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-
<PAGE>
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
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