SC 13D: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934



General Communication, Inc.
---------------------------
(Name of Issuer)

Class A Common Stock
--------------------
(Title of Class of Securities)

369385 10 9
-----------
(CUSIP Number)


Gary J. Little
Madison Dearborn Partners, Inc.
Three First National Plaza, Suite 1330
Chicago, IL 60602
(312)732-5414

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(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 [_]. (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).


(Continued on following page(s))

Page 1 of 10 Pages

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 2 OF 10 PAGES
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NAME OF REPORTING PERSON
1
Madison Dearborn Partners V
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3621537
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3

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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8

OWNED BY 30,916/1/
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
30,916/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11

30,916/1/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately .08%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!


/1/6,934 shares are subject to the Escrow Agreement described in Item 5.

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 3 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER

This schedule relates to the Class A common stock, no par value
("Class A Common Stock") of General Communication, Inc. ("General
Communication"). The principal executive office of General Communication is
located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503.

ITEM 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being filed by Madison Dearborn Partners V
("MDPV"), as the beneficial owner of 30,916 shares of Common Stock.

MDPV ("MDPV") is an Illinois general partnership. The principal
business of MDPV consists of investing in companies. MDPV was formed to invest
its funds in conjunction with funds invested by First Chicago Investment
Corporation ("First Chicago"). At the time of the formation of MDPV, its
partners were officers of First Chicago. Subsequently, MDPV and First Chicago
have become independent entities.

(b) The principal business address of MDPV is Three First National Plaza,
Suite 1330, Chicago, Illinois 60602.

(c),(f) The name, citizenship, residence or business address and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted
of each general partner of MDPV is set forth on Schedule I hereto, which
Schedule is hereby incorporated by reference in its entirety.

(d)-(e) MDPV has not, and to the knowledge of MDPV none of the general
partners listed on Schedule I hereto, has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to the Securities Purchase and Sale Agreement, dated May 2,
1996 (the "Prime Purchase Agreement"), MDPV exchanged its profit participation
rights in Prime Cable of Alaska, L.P., a Delaware limited partnership ("Prime")
for 30,916 shares of Class A Common Stock on October 31, 1996 (the "Event
Date"). MDPV originally acquired its profit participation rights in Prime in
conjunction with a loan made by MDPV to Prime, which loan was repaid in full
prior to the Event Date.

On the Event Date, through the transactions contemplated by the Prime
Purchase Agreement and through certain other purchase and acquisition
transactions effected concurrently, General Communication acquired interests in
seven cable companies as follows: (1) all of the equity securities of and profit
participation rights in Prime; (2) substantially all of the assets of the
Alaskan cable companies comprised of three Alaska corporations as follows: (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.

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 4 OF 10 PAGES
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The shares of Class A Common Stock issued to MDPV as well as those
issued to the other holders of interests or profit participation rights in Prime
and the other cable companies acquired concurrently are subject to a voting
agreement (the "New Voting Agreement") which governs the voting of certain
shares of General Communication's Class A and Class B Stock. The New Voting
Agreement is further described in Item 5 below.

ITEM 4. PURPOSE OF TRANSACTION

MDPV acquired 30,916 shares of Class A Common Stock in the manner
described in Item 3 above. Except as described below and in Items 3 and 5, MDPV
has no plans or proposals that would result in any of the following:

(1) the acquisition by any person of additional securities of General
Communication or the disposition of securities of General Communication;

(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of General Communication or any of its
subsidiaries;

(3) a sale or transfer of a material amount of assets of General
Communication or any of its subsidiaries;

(4) any change in the present board of directors or management of General
Communication, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of General
Communication;

(5) any material change in the present capitalization or dividend policy of
General Communication;

(6) any other material change in the business or corporate structure of
General Communication;

(7) changes in the charter, by-laws or instruments corresponding thereto of
General Communication, or other actions which may impede the acquisition of
control of General Communication by any person;

(8) any class of securities of General Communication being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

(9) any class of equity securities of General Communication becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended ("the Exchange Act"); or

(10) any action similar to any of those enumerated above.

MDPV, however, reserves the right to change its plans or intentions at any time
and to take any and all actions that it deems appropriate to maximize the value
of its investment including, among other things, from time to time increasing or
decreasing the number of shares of Class A Common Stock by acquiring additional
shares, or by disposing of all or a portion of the shares of Class A Common
Stock in open market or privately negotiated transactions or otherwise,
depending on existing market conditions and other considerations discussed
below. MDPV intends to review its investment in General Communication on a
continuing basis and, depending upon the price and availability of Class A
Common Stock, subsequent developments affecting General Communication, the
general

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 5 OF 10 PAGES
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business and future prospects of General Communication, other investment and
business opportunities available to MDPV, general stock market and economic
conditions, tax considerations and other factors considered relevant, may decide
at any time to increase or decrease the size of its investment in General
Communication.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Following the acquisition transactions described in Item 3 above, MDPV
acquired 30,916 shares of Class A Common Stock, which constitute approximately
.08% of the shares of Class A Common Stock outstanding as of October 31, 1996.

The New Voting Agreement governs the voting of the 11,057,643 shares
of Class A Common Stock held by MDPV and the following entities: Prime Venture I
Holdings, L.P. ("Prime Holdings"), Prime Cable Growth Partners, L.P. ("Prime
Growth"), Prime Cable Limited Partnership ("PCLP"), Prime Venture II, L.P.
("PVII"), Austin Ventures, L.P. ("AVLP"), William Blair Venture Partners III
Limited Partnership ("WBVP"), Centennial Fund III, L.P. ("CF"), BancBoston
Capital, Inc. ("BBCI"), First Chicago (Prime Holdings, Prime Growth, PCLP, PVII,
AVLP, WBLVP, CF, BBCI, First Chicago, and MDPV collectively, the "Prime
Sellers"). The New Voting Agreement also covers 8,251,509 shares of Class A
Common Stock and 1,275,791 shares of Class B Common Stock held by MCI
Telecommunications Corporation ("MCI"), 852,775 shares of Class A Common Stock
and 233,708 shares of Class B Common Stock held by Ronald A. Duncan ("Duncan"),
534,616 shares of Class A Common Stock and 301,049 shares of Class B Common
Stock held by Robert M. Walp ("Walp"), and 590,043 shares of Class B Common
Stock held by TCI GCI, Inc. ("TCI GCI"). The Class A Common and Class B Common
vote together for directors and other matters submitted to the stockholders with
the Class A Common Stock entitled to one vote per share and the Class B Common
Stock entitled to ten votes per share. The New Voting Agreement provides that
the shares subject thereto will be voted as a block, to the extent possible to
cause the full membership of the Board of Directors to be maintained at not less
than eight directors. The New Voting Agreement also provides that all of the
shares subject to the agreement will be voted as one block for so long as the
full membership of the Board of Directors is at least eight to elect individuals
recommended by the parties to such agreement. Pursuant to the terms of the New
Voting Agreement, the allocation among the parties of recommendations for
positions on the Board of Directors 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 GCI, two nominees; (4) for
recommendations from the Prime Sellers, two nominees for so long as the Prime
Sellers (and their distributees who agree in writing to be bound to the terms of
such agreement) collectively own at least 10 percent of the then issued and
outstanding shares of Class A Common Stock and the management agreement entered
into between Prime II Management, L.P. ("PIIM") and General Communication is in
full force and effect. However, if either of the conditions is not met, then the
Prime Sellers (and their distributees who elect in writing to be bound thereby)
are entitled to recommend only one nominee. If neither of the foregoing
conditions pertaining to the Prime Sellers is met, the Prime Sellers are not
entitled to recommend any nominee to the Board of Directors. Additionally, under
the New Voting Agreement, the shares subject to the agreement are to be voted as
one block on such other matters which the parties to the agreement have
unanimously agreed.

The stated term of the New Voting Agreement is through the completion
of the annual shareholder meeting of General Communication which is scheduled to
take place in June, 2001 or until there are no longer two parties to the
agreement, whichever occurs first. However, the parties to the New Voting
Agreement may extend its term by unanimous vote and written amendment to such
agreement. A party to the New Voting Agreement (other than the Prime Sellers and
their distributees who elect in writing to be bound thereby) will be subject to
the Agreement until that party disposes of more than 25 percent of the votes
represented by that party's holdings

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 6 OF 10 PAGES
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of General Communication common stock, subject to the terms and conditions of
the New Voting Agreement. Notwithstanding the foregoing, each party to the New
Voting Agreement must remain a party as to voting for nominees to the Board of
Directors recommended by the Prime Sellers and to maintain at least eight
members on the Board of Directors only for so long as either the Prime Sellers
(and their distributees who elect in writing to be bound by the agreement)
collectively own at least 10 percent of the then issued and outstanding shares
of Class A Common Stock or the management agreement entered into between PIIM
and General Communication is in effect.

Pursuant to Section 10.6 of the Prime Purchase Agreement, the Company
agreed to place two persons designated by the Prime Sellers on the Board of
Directors. It is contemplated that the Board of Directors will, within 30 days
of the Event Date adopt a resolution increasing the Board of Directors from
seven to nine members, and the Prime Sellers will thereafter collectively
present their nominees for the two positions on the Company Board.

MDPV and the other parties whose shares are subject to the New Voting
Agreement may be deemed to constitute a group for purposes of Section 13(d)(3)
of the Exchange Act because of the terms of the New Voting Agreement. MDPV
disclaims beneficial ownership of the shares of Class A Common Stock and Class B
Common Stock held by the other parties whose shares are subject to the New
Voting Agreement and disclaims that it constitutes a group with such other
parties for the purposes of Section 13(d)(3) of the Exchange Act.

Madison Dearborn Advisors, L.P ("MD Advisors") advises First Chicago
with respect to the 301,407 shares of Class A Common Stock owned by First
Chicago. MDPV does not, however, share voting or dispositive power with respect
to the shares of Class A Common Stock owned by First Chicago. Ten of the general
partners of MDPV 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, MDPV and First Chicago may be deemed to
constitute a group for purposes of Section 13(d)(3) of the Exchange Act. MDPV
disclaims beneficial ownership of the shares of Class A Common Stock held by
First Chicago and disclaims that it constitutes a group with First Chicago for
the purposes of Section 13(d)(3) of the Exchange Act.

Pursuant to the Prime Purchase Agreement, 6,934 shares of Class A
Common Stock held by MDPV (which are included in the 30,916 shares described
above) are subject to an escrow agreement (the "Escrow Agreement") under which
MDPV's shares, along with certain shares issued to the other holders of
interests and profit participation rights in Prime, are held by an escrow agent
to secure indemnification in the event of a breach of the representations,
warranties and covenants made in the Prime Purchase Agreement. If no breach
occurs within 180 days of the Event Date, the shares held in escrow will be
released.

(b) Based on the New Voting Agreement, other parties thereto may be deemed
to share MDPV's power to vote or to direct the vote of its 30,916 shares of
Class A Common Stock for the limited purposes set forth in the New Voting
Agreement. However, MDPV has sole power to dispose or to direct the disposition
of its shares of Class A Common Stock.

(c) During the past 60 days, MDPV has not effected any transactions
relating to the Class A Common Stock, except as described below and in Items 3
and 5(a). To the knowledge of MDPV, none of the general partners of MDPV listed
in Schedule I hereto has effected any transaction relating to the Class A Common
Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

SCHEDULE 13D
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CUSIP NO. 369385 10 9 PAGE 7 OF 10 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

Under the Registration Rights Agreement among General Communication
and each of the Prime Sellers, the initial distribution and, to the extent
required, subsequent resales or distributions by the Prime Sellers (and their
distributees) of the Class A Common Stock issued pursuant to the Prime Purchase
Agreement (the "Prime 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, General Communication will keep the
prospectus through which such offers will be made current for a period of two
years from the Event Date, or will otherwise satisfy its responsibilities under
the Registration Rights Agreement for registration of the Prime Shares through
other registration formats.

The shares of Class A Common Stock held by MDPV are pledged to secure
certain indebtedness owed by MDPV to First Chicago. Such indebtedness was not
incurred to acquire the shares of Class A Common held by MDPV or the profit
participation interest in Prime formerly held by MDPV.

Except as described in this Item 6 and in Items 3 and 5, Madison
Dearborn Partners V does not have any contract, arrangement, understanding or
relationship with any other person with respect to any security of General
Communication. In addition, Madison Dearborn Partners V expressly disclaims that
it is a member of a group as a result of any of its existing agreements.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit No. Description

1 The Prime Purchase Agreement (incorporated herein by
reference to Exhibit 2.1 to the Registration Statement
on Form S-4 (file number 333-13473) effective October
4, 1996.

2 The Escrow Agreement (incorporated herein by reference
to Exhibit A to Exhibit 2.1 to the Registration
Statement on Form S-4 (file number 333-13473) effective
October 4, 1996.

3 The New Voting Agreement (incorporated herein by
reference to Exhibit 9.1 to the Registration Statement
on Form S-4 (file number 333-13473) effective October
4, 1996.

4 The Registration Rights Agreement (incorporated herein
by reference to Exhibit 10.2 to the Registration
Statement on Form S-4 (file number 333-13473) effective
October 4, 1996.

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CUSIP NO. 369385 10 9 13D PAGE 8 OF 10 PAGES
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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 report is true, complete and correct.

Dated: November 12, 1996


MADISON DEARBORN PARTNERS V

By: /s/ Gary J. Little
--------------------

Name: Gary J. Little
Title: General Partner


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CUSIP NO. 369385 10 9 13D PAGE 9 OF 10 PAGES
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CERTAIN INFORMATION CONCERNING THE GENERAL PARTNERS
OF MADISON DEARBORN PARTNERS V

Each of the persons named below is a citizen of the United States of
America. The principal business of Madison Dearborn Partners, Inc. consists of
investing in companies.