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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
FINAL
GENERAL COMMUNICATION, INC.
(Name of Issuer)
Class A Common Stock, no par value
Class B Common Stock, no par value
----------------------------------
(Title of Classes of Securities)
Class A Common Stock 369385 10 9
Class B Common Stock 369385 20 8
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(CUSIP Numbers)
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)
AUGUST 5, 1998
--------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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).
Exhibit Index is on Page n/a
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Cusip No.- Class A Common Stock 369385 10 9
Cusip No.- Class B Common Stock 369385 20 8
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
TELE-COMMUNICATIONS, INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
(3) SEC Use Only
(4) Source of Funds
AF, OO
(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 0 shares of Class A Common Stock
0 shares of Class B Common Stock
Shares Bene-
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- (9) Sole Dispositive Power 0 shares of Class A Common Stock
0 shares of Class B Common Stock
ing Person
With (10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of Class A Common Stock
0 shares of Class B Common Stock
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(13) Percent of Class Represented by Amount in Row (11)
Class A Common Stock 0%
Class B Common Stock 0%
(14) Type of Reporting Person
HC, CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
FINAL
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 A Common Stock, no par value (the "Class A Stock"), and the
Class B Common Stock, no par value (the "Class B Stock", and together with the
Class A Stock, the "GCI 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. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Statement.
TCI is filing this amendment to the Statement as a result of its
disposition of all of its shares of the GCI Common Stock. As a result of such
disposition, TCI ceased to be a beneficial owner of more than five percent of
the GCI Common Stock.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Statement is hereby amended and supplemented by adding
the following:
(c) On August 5, 1998, TCI, through a wholly-owned subsidiary, sold
all of its 300,200 shares of Class A Stock and all of its 225,000 shares of
Class B Stock for $3.50 per share, regardless of class. TCI sold such shares in
a private transaction to Fisher Capital Partners, Ltd., a company affiliated
with Donne Fisher who is a director of TCI.
(e) As a result of the disposition of stock described above, on August
5, 1998, TCI ceased to be a beneficial owner of more than five percent of the
GCI Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 to the Statement
is true, complete and correct.
August 12, 1998 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
----------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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