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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
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)
Jeffery C. Garvey
A V Partners, L.P.
114 W. 7th Street, Suite 1300
Austin, Texas 78701
(512) 479-0055
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 1997
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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 / /.
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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SCHEDULE 13D
CUSIP NO. 369385 10 9 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Austin Ventures, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,033,287
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
494,905
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
84,063
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,033,287
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.12%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 369385 10 9 13D PAGE 3 OF 4
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Due to the New Voting Agreement and pursuant to Rule 13d-5, each of
the parties to the New Voting Agreement may be deemed to be members
of a "group," and thereby may be deemed to beneficially own all of
the shares owned by all other parties to the New Voting Agreement.
The parties to the New Voting Agreement beneficially own directly
17,949,224 shares, or 37.95% of the outstanding Stock, 2,030,591
shares of which are available upon the conversion of the same number
of shares of Class B common stock of the Company held by parties to
the New Voting Agreement. The "group" consists of AVLP, Prime Growth,
Prime Holdings, PCLP, BancBoston Capital, Inc., First Chicago
Investment Corporation, Madison Dearborn Partners V, Prime Venture
II, L.P., William Blair Venture Partners III Limited Partnership
("WBVP"), Centennial Fund III, L.P., PIIM, Ronald A. Duncan, Robert
M. Walp, and MCI. TCI GCI, Inc. ("TCI GCI"), an original party to the
New Voting Agreement, has sold all shares of stock beneficially owned
by it and is, therefore, no longer a party to the New Voting
Agreement.
AVLP expressly declares that the filing of this statement shall not
be construed as an admission that AVLP is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this statement. After giving effect to such
disclaimer, AVLP beneficially owns directly 494,905 shares, or 1.1%,
of the outstanding Stock. AVLP also beneficially owns indirectly
84,063 shares held by the General Partners or their affiliates. AVLP
holds no shares of the Class B common stock of the Company.
(b) See Items 7-10 on the cover page.
(c) On June 2, 1997, AVLP distributed 129,943 shares of Stock to its
partners, including 27,028 shares distributed to AV Partners. All of
the shares distributed to AV Partners were immediately distributed to
its partners, including 24,698 shares distributed to the General
Partners. On August 1, 1997 and August 12, 1997, members of the group
other than AVLP sold an aggregate of 4,014,536 shares of Stock in an
underwritten public offering. In addition, WBVP sold an aggregate of
562,000 shares of Stock in several open market transactions since
June 1, 1997.
(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 reported
herein.
(e) Not applicable.
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CUSIP NO. 369385 10 9 13D PAGE 4 OF 4
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.
Austin Ventures, L.P.
By: AV Partners, L.P.,
Its: General Partner
Dated: September 19, 1997 By: JEFFERY C. GARVEY
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Jeffery C. Garvey,
General Partner
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
