SC 13D: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20649

SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. N/A)

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

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

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

William P. Glasgow
Prime II Management, Inc.
3000 One American Center
600 Congress Avenue
Austin, Texas 78701
(512) 476-7888
-------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 31, 1996
-----------------------------
(Date of Event Which Requires
Filing of this Report)

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 report [ ]. (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 report, 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).


Page 2 of 36

CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME CABLE GROWTH PARTNERS, L.P.
S.S. or I.R.S. Identification No. of Above Person: 74-2454047


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


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3) SEC Use Only _____________________________________________

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4) Source of Funds 00 (See Item 3)

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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

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Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 2,721,974

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11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

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13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

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14) Type of Reporting Person (See Instructions) PN


Page 3 of 36

CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME VENTURE I HOLDINGS, L.P.
S.S. or I.R.S. Identification No. of Above Person: 74-2547375


- -------------------------------------------------------------------------------


2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 3,959,236

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11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) PN


Page 4 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME II MANAGEMENT GROUP, INC.
S.S. or I.R.S. Identification No. of Above Person: 74-2538778


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization TEXAS

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Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 3,959,236

- -------------------------------------------------------------------------------

11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) CO


Page 5 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME VENTURE I, INC.
S.S. or I.R.S. Identification No. of Above Person: 74-2382188


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _______________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 3,959,236

- -------------------------------------------------------------------------------

11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) CO


Page 6 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME CABLE LIMITED PARTNERSHIP
S.S. or I.R.S. Identification No. of Above Person: 74-2435712


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 2,227,071

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11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) PN


Page 7 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME CABLE GP, INC.
S.S. or I.R.S. Identification No. of Above Person: 74-2518134


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 2,227,071

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11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) CO


Page 8 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME VENTURE II, L.P.
S.S. or I.R.S. Identification No. of Above Person: 74-2536635


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 1,237,262

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11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) PN


Page 9 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME INVESTORS, L.P.
S.S. or I.R.S. Identification No. of Above Person: 74-2536634


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 1,237,262

- -------------------------------------------------------------------------------

11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) PN


Page 10 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME II MANAGEMENT, L.P.
S.S. or I.R.S. Identification No. of Above Person: 74-2609500


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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 1,237,262

- -------------------------------------------------------------------------------

11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) PN


Page 11 of 36
CUSIP No. 369385 10 9

1) Name of Reporting Person: PRIME II MANAGEMENT, INC.
S.S. or I.R.S. Identification No. of Above Person: 74-2351797


- -------------------------------------------------------------------------------


2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b)


- -------------------------------------------------------------------------------

3) SEC Use Only _____________________________________________

- -------------------------------------------------------------------------------


4) Source of Funds 00 (See Item 3)

- -------------------------------------------------------------------------------


5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): __

NOT APPLICABLE

- -------------------------------------------------------------------------------

6) Citizenship or Place of Organization DELAWARE

- -------------------------------------------------------------------------------

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 23,020,664
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power 1,237,262

- -------------------------------------------------------------------------------

11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,020,664

- -------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares : [ ]

- -------------------------------------------------------------------------------

13) Percent of Class Requested by Amount in Row (11) Approximately 59.06%

- -------------------------------------------------------------------------------


14) Type of Reporting Person (See Instructions) CO


Page 12 of 36

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the Class A Common Stock, no
par value (the "Class A Common Stock") of General Communication, Inc. (the
"Company"), which, to the best knowledge of the reporting persons jointly
filing this Statement, has its principal executive office at 2550 Denall
Street, Suite 1000, Anchorage, Alaska 99503.

ITEM 2. IDENTITY AND BACKGROUND

The reporting persons jointly filing this Statement containing the
information required by Schedule 13D with respect to the Class A Common Stock
are Prime Cable Growth Partners, L.P., Prime Venture I Holdings, L.P., Prime II
Management Group, Inc., Prime Venture I, Inc., Prime Cable Limited Partnership,
Prime Cable GP, Inc., Prime Venture II, L.P., Prime Investors, L.P., Prime II
Management, L.P., and Prime II Management, Inc. (collectively, the "Prime
Holders" and, individually, a "Prime Holder").

Prime Cable Growth Partners, L.P. is a Delaware limited partnership
("Prime Growth") of which Prime Venture I Holdings, L.P. and Prime Venture I,
Inc. are the general partners. The principal office and principal business
address of Prime Growth is 3000 One American Center, 600 Congress Avenue,
Austin, Texas 78701. The principal business of Prime Growth is to invest
directly and indirectly in cable television systems.

Prime Venture I Holdings, L.P. is a Delaware limited partnership
("Prime Holdings"), of which Prime II Management Group, Inc. and Prime Venture
I, Inc. are the general partners. The principal office and principal business
address of Prime Holdings is 3000 One American Center, 600 Congress Avenue,
Austin, Texas 78701. The principal business of Prime Holdings is to invest
directly and indirectly in cable television systems.

Prime II Management Group, Inc. is a Texas corporation ("PIIMG"). The
principal office and principal business address of PIIMG is 3000 One American
Center, 600 Congress Avenue, Austin, Texas 78701. The principal business of
PIIMG is to act as general partner of Prime Holdings. PIIMG is controlled by
its board of directors.

Prime Venture I, Inc. is a Delaware corporation ("PVI"). The
principal office and principal business address of PVI is 3000 One American
Center, 600 Congress Avenue, Austin, Texas 78701. The principal business of
PVI is to invest directly and indirectly in cable television systems. PVI is
controlled by its board of directors.

Prime Cable Limited Partnership is a Delaware limited partnership
("PCLP"), of which Prime Cable GP, Inc. is the general partner. The principal
office and principal business address of PCLP is 3000 One American Center, 600
Congress Avenue, Austin, Texas 78701. Currently, the principal business of
PCLP is to own shares of the Company.


Page 13 of 36


Prime Cable GP, Inc. is a Delaware corporation ("PCGP"). The
principal office and principal business address of PCGP is 3000 One American
Center, 600 Congress Avenue, Austin, Texas 78701. The principal business of
PCGP is to act as general partner of PCLP. PCGP is controlled by its board of
directors.

Prime Venture II, L.P. is a Delaware limited partnership ("PVII"), of
which Prime Investors, L.P. is the general partner. The principal office and
principal business address of PVII is 3000 One American Center, 600 Congress
Avenue, Austin, Texas 78701. The principal business of PVII is to invest
directly and indirectly in cable television systems.

Prime Investors, L.P. is a Delaware limited partnership ("Prime
Investors"), of which Prime II Management, L.P. is the general partner. The
principal office and principal business address of Prime Investors is 3000 One
American Center, 600 Congress Avenue, Austin, Texas 78701. The principal
business of Prime Investors is to act as general partner of PVII.

Prime II Management, L.P. is a Delaware limited partnership ("PIIM"),
of which Prime II Management, Inc. is the general partner. The principal
office and principal business address of PIIM is 3000 One American Center, 600
Congress Avenue, Austin, Texas 78701. The principal business of PIIM is to
manage and make direct and indirect investments in cable television systems.

Prime II Management, Inc. is a Delaware corporation ("PIIMI"). The
principal office and principal business address of PIIMI is 3000 One American
Center, 600 Congress Avenue, Austin, Texas 78701. The principal business of
PIIMI is to act as general partner in PIIM. PIIMI is controlled by its board
of directors.

During the last five years, none of the Prime Holders has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and during the last five years, none of the Prime Holders has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as the result of which it 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.

Prime Holdings, Prime Growth, PCLP, PVII and PIIM (collectively, the
"Prime Voting Group") are parties to a voting agreement, dated October 31, 1996
(the "New Voting Agreement"). In addition to the Prime Voting Group, the
parties to the New Voting Agreement are: Austin Ventures, L.P. ("AVLP"),
William Blair Venture Partners III Limited Partnership ("Blair"), Centennial
Fund III, L.P. ("CFIII"), BancBoston Capital, Inc. ("BBCI"), First Chicago
Investment Corporation ("First Chicago"), Madison Dearborn Partners V("MDP"),MCI
Telecommunications Corporation ("MCI"), Ronald A. Duncan ("Duncan"), Robert M.
Walp ("Walp") and TCI GCI, Inc. ("TCI GCI") (collectively, together with the


Page 14 of 36

Prime Voting Group, the "Voting Group") that governs the voting of the Class A
Common Stock and the Class B Common Stock, no par value (the "Class B Common
Stock") owned by members of the Voting Group. The Class B Common Stock owned by
certain members of the Voting Group is convertible on a share-per-share basis
into Class A Common Stock at any time at the option of the owner of the Class B
Common Stock. As a result of the Class B Common Stock's conversion feature into
Class A Common Stock, and as a result of the New Voting Agreement, the Voting
Group may be deemed to be the beneficial owner in the aggregate of more than
five percent (5%) of the outstanding Class A Common Stock. Notwithstanding the
foregoing, each Prime Holder states that the filing of this Statement shall not
be construed as an admission that such Prime Holder is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this Statement other than those shares of Class A Common Stock in
which such Prime Holder has a pecuniary interest. No Prime Holder has a
pecuniary interest in shares of Class B Common Stock. (See Item 5 for the
discussion of the Class A Common Stock owned by the Prime Holders.)


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As more fully described below, each reporting person exchanged all the
partnership interests directly or indirectly owned by such person, if any, in
Prime Cable of Alaska, L.P., a Delaware limited partnership ("Prime Alaska"),
and all such reporting person's direct or indirect ownership in the shares, if
any, in Prime Cable Fund I, Inc. and in Alaska Cable, Inc. for an aggregate of
7,423,569 shares of Class A Common Stock.

The Company and its wholly-owned subsidiaries GCI Cable, Inc., GCI
Cable/Fairbanks, Inc. and GCI Cable/Juneau, Inc. (collectively, the "Cable
Subsidiaries") closed as of October 31, 1996 ("Event Date") on the following
purchase and acquisition transactions and certain other related agreements
("Transactions"): (1) Prime Securities Purchase and Sale Agreement, as amended
by the parties at closing ("Prime Purchase Agreement"); (2) the Alaskan Cable
Purchase Agreement; (3) Alaska Cablevision Asset Purchase Agreement; (4)
McCaw/Rock Homer Asset Purchase; (5) McCaw/Rock Seward Asset Purchase
Agreement; and (6) MCI Stock Purchase Agreement ("MCI Purchase Agreement"). The
Transactions included the New Voting Agreement entered into by the Voting Group
as described above in Item 2 and Item 6 of this Statement and a registration
rights agreement ("Prime Registration Rights Agreement") described in Item 6 of
this Statement.

As a result of the Transactions the Company, through the Cable
Subsidiaries, has acquired as of the Event Date interests in seven cable
companies providing services in Alaska as follows ("Cable Companies"): (1)
directly and indirectly all of the equity securities of and profit
participation rights in Prime Alaska; (2) substantially all of the assets of
the Alaskan cable companies comprised of three Alaska corporations as follows
(collectively, "Alaskan Cable"): (a) Alaskan Cable Network/Fairbanks, Inc.,
(b) Alaskan Cable Network/Juneau, Inc. and (c) Alaskan Cable Network/Ketchikan-
Page 15 of 36


Sitka, Inc.; (3) substantially all of the assets of Alaska Cablevision, Inc.,
a Delaware corporation ("Alaska Cablevision"); (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.

The closing on the Prime Purchase Agreement and the closing on the MCI
Purchase Agreement were each contingent upon the closing of the other. The
Transactions were approved by the shareholders of the Company at its annual
meeting held on October 17, 1996. The security holders of each Cable Company
approved the Transaction corresponding to their respective Cable Company or
otherwise consented to the Transaction, if required, on or prior to October 30,
1996.

Pursuant to the Prime Purchase Agreement, shares of Class A Common
Stock (the "Prime Alaska Shares") were distributed to the following parties:
(i) Prime Growth, (ii) Prime Holdings, (iii) PCLP, the sole shareholder of
Prime Cable Fund I, Inc., a Delaware corporation and the sole general partner
of Prime Alaska, (iv) the shareholders of Alaska Cable, Inc., a Delaware
corporation and limited partner of Prime Alaska ("ACI"), which are named
below, and (v) the holders of the profit participation interests in Prime
Alaska, which are also named below. Immediately prior to the Transactions, the
shareholders of ACI were Prime Growth, Prime Holdings, PVII, AVLP, Blair,
Centennial Fund II, L.P. ("CFII"), Centennial Business Development Fund, Ltd.
("CBDF"), and CFIII. The holders of the profit participation interests (also
referred to sometimes as profit participation contract rights) in Prime Alaska
were BBCI, First Chicago and MDP. The following parties are referred to herein
as "Prime Alaska Sellers": Prime Growth, Prime Holdings, PVII, PCLP, AVLP,
Blair, CFII, CFIII, CBDF, BBCI, First Chicago and MDP. The following parties are
referred to herein as "Prime Sellers": Prime Growth, Prime Holdings, PVII and
PCLP. The Prime Sellers acquired an aggregate of 7,423,569 Prime Alaska Shares
(the "Prime Shares").

ITEM 4. PURPOSE OF TRANSACTION.

The Prime Sellers acquired the Prime Shares for investment purposes
and intend to review continuously and monitor their investment in the Company.
The Prime Sellers have the right under the Prime Purchase Agreement and the
Prime Registration Rights Agreement, with certain limitations, to cause the
Company to register pursuant to the Securities Act of 1933, as amended
("Securities Act") a portion or all of the Prime Shares for secondary offers
and sales by the Company on behalf of such Prime Sellers. In addition, each of
the Prime Sellers may distribute some or all of the Prime Shares to its
partners.

Pursuant to the Prime Purchase Agreement, at closing, certain of the
Prime Alaska Sellers entered into the New Voting Agreement, through their
designated agent PIIM, with the other members of the Voting Group. Pursuant to
the New Voting Agreement, the Prime Alaska Sellers (and their distributees who
agree in writing to be bound thereby), have the right to nominate two


Page 16 of 36

persons to serve on the Company Board. The New Voting Agreement requires the
parties to the agreement to vote for those two nominees and the nominees of the
other parties to the New Voting Agreement, with limiting conditions and as more
fully described in Item 6 of this Statement.

Except as set forth above or as set forth in Item 6 in this Statement,
the reporting persons jointly filing this Statement have no present plans or
proposals which may relate to or would result in any of the following:

(a) The acquisition by any person of any additional securities of the
Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;

(d) Any change in the present Company Board or management of the Company,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the Company Board;

(e) Any material change in the present capitalization or dividend policy
of the Company;

(f) Any other material change in the Company's business or corporate
structure including but not limited to, if the issuer of the securities is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13
of the Investment Company Act of 1940;

(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;

(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4)of the Act; or

(j) Any action similar to any of those enumerated above.


Page 17 of 36


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As a result of 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 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 an aggregate of 23,020,664 shares or approximately
59.06% of the outstanding Class A Common Stock, 2,400,591 shares of which are
issuable upon the conversion of the same number of shares of Class B Common
Stock of the Company held by the parties to the New Voting Agreement. The
"group" for purposes of Rule 13d-5 is deemed to be comprised of the members of
the Voting Group (as defined in Item 2 above). The reporting persons jointly
filing this Statement who are parties to the New Voting Agreement are Prime
Holdings, Prime Growth, PVII, PCLP and PIIM (the "Prime Voting Group Holders").

Pursuant to Rule 13d-3, for purposes of Section 13(d) and 13(g) of the
Act, a beneficial owner of a security includes any person who, directly or
indirectly, through contract, arrangement, understanding, relationship or
otherwise has or shares: (1) voting power which includes the power to vote, or
direct the voting of, such security; and/or (2) investment power which includes
the power to dispose of, or to direct the disposition of, such security. As
described in Item 2, the direct or indirect general partners of the Prime
Voting Group Holders, who directly or indirectly share the voting power and
investment power, and are thereby deemed to be beneficial owners, with their
respective Prime Voting Group Holders with respect to the Class A Common Stock
are: PIIMG, PVI, Prime Investors, PIIMI, and PCGP. Two Prime Voting Group
Holders, Prime Holdings and PIIM, also have indirect voting power and/or
investment power (as described above) due to each such entity's status as the
general partner of another Prime Holder.

Each Prime Holder states that the filing of this Statement shall not
be construed as an admission that each such Prime Holder is, for the purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this Statement other than those shares of Class A Common Stock in
which such Prime Holder has a pecuniary interest as set forth below in Appendix
B. No Prime Holder has a pecuniary interest in shares of Class B Common
Stock.

(b) See Items 7-10 on the cover page with respect to each
reporting person jointly filing this Statement.

(c) See Item 3 above.

(d) No person other than the Prime Holders has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities reported herein.

(e) Not applicable.


Page 18 of 36


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Pursuant to Section 10.6 of the Prime Purchase Agreement, the Company
agreed to have two persons designated by the Prime Alaska Sellers to serve on
the duly elected Company Board.

As described in Item 2, the Voting Group entered into the New Voting
Agreement on October 31, 1996 whereby the parties thereto agreed to vote all
shares of Class A Common Stock and Class B Common Stock, in accordance with
the terms and conditions of the New Voting Agreement, for certain nominees to
the Company Board and on other such matters as further described in this
Item 6.

The New Voting Agreement provides that the parties thereto will, to
the extent possible, cause the full membership of the Company Board to be
maintained at not less than eight directors. The New Voting Agreement also
provides that all of the shares subject to such Agreement will be voted as one
block for so long as the full membership of the Company Board is at least eight
and will be voted to elect to the Company Board individuals recommended by the
parties to such Agreement. Pursuant to the terms of the New Voting Agreement,
the allocation among the parties to the Agreement of recommendations for
positions on the Company Board 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; and (4) for recommendations
from the Prime Alaska Sellers who are parties to such agreement through PIIM,
two nominees for so long as (i) such Prime Alaska Sellers (and their
distributees who agree in writing to be bound by the terms of such 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 such Prime Alaska
Sellers is not satisfied, then such Prime Alaska Sellers (and their
distributees who elect in writing to be bound thereby) will be entitled to
recommend only one nominee. If neither of the foregoing conditions pertaining
to such Prime Alaska Sellers is met, such Prime Alaska Sellers will not be
entitled to recommend any nominee to the Company Board.

Class A Common Stock and Class B Common Stock subject to the New
Voting Agreement will be voted as one block, to the extent possible, to cause
the full membership of the Company Board to be maintained at not less than
eight members. Additionally, under the New Voting Agreement, the Class A Common
Stock and the Class B Common Stock subject to the New Voting Agreement will be
voted as one block on such other matters upon 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 the Company which is scheduled to take
place in June, 2001 or until there are no longer two parties to such Agreement,


Page 19 of 36

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 Alaska 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% of the votes represented by
that party's holdings of Company 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 Company Board recommended by the Prime Alaska Sellers and to maintain at
least eight members on that Board only for so long as either the Prime Alaska
Sellers (and their distributees who agree in writing to be bound by the terms of
the 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.
It is contemplated that the Company Board will, within 30 days of the Event
Date, adopt a resolution increasing the Company Board from seven to nine
members, and the Prime Alaska Sellers will thereafter present their nominees for
two positions on the Company Board.

Under the Prime Registration Rights Agreement, the initial
distribution to and, to the extent required, subsequent resales or
distributions by the Prime Alaska Sellers (and their distributees) of their
portion of the Prime Alaska Shares will be registered under the Securities Act.
To the extent subsequent resale or distributions by the Prime Alaska Sellers
(and their distributees) are required to be registered, the Company 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 Prime Registration Rights Agreement for registration of the Prime
Alaska Shares through other registration formats.

Pursuant to the Prime Management Agreement between PIIM and the
Company, PIIM will manage cable television systems (the "Company Cable
Systems"). PIIM had, prior to the Event Date, managed the cable television
systems owned by Prime Alaska and acquired by the Company on the Event Date.
The Prime Management Agreement will continue for a term of nine years unless
earlier terminated under certain circumstances, including the following:
(1) with respect to any of the Company Cable Systems, upon the termination or
revocation of the Company's cable television certificates of public convenience
and necessity or franchise for that system; (2) upon the sale of all or
substantially all of the assets of the Company Cable Systems or the sale of all
of the equity interests of the owner of the Company Cable Systems; (3) upon
PIIM's material breach of the agreement and failure to cure within 30 days;
(4) upon the Company's material breach of the agreement and failure to cure
within 30 days; or (5) after the second anniversary of the date of the Prime
Management Agreement, at the option of either PIIM or the Company.


Page 20 of 36


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Each of the Prime Purchase Agreement and the Prime Registration Rights
Agreement is incorporated herein by reference from the Registration Statement
on Form S-4 (file number 333-13473) filed by the Company with the Securities
and Exchange Commission which became effective on October 4, 1996. A draft of
the New Voting Agreement, which was an exhibit to the Prime Purchase Agreement,
is incorporated herein by reference from such Registration Statement.

The Joint Filing Agreement is hereby filed as an Exhibit to this
Statement and incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned hereby certify that the
information set forth in this Statement is true, complete and correct.

Dated: November 12, 1996


PRIME II MANAGEMENT, L.P.

By: Its General Partner

Prime II Management, Inc.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


PRIME II MANAGEMENT, INC.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


Page 21 of 36


PRIME VENTURE I HOLDINGS, L.P.

By: Its General Partners

Prime Venture I, Inc.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------

and

Prime II Management Group, Inc.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


PRIME VENTURE I, INC.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


PRIME II MANAGEMENT GROUP, INC.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------

Page 22 of 36


PRIME CABLE GROWTH PARTNERS, L.P.
By: Its General Partners

Prime Venture I, Inc.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------

and

Prime Venture I Holdings, L.P.

By: Its General Partners


Prime Venture I, Inc.


By: /s/ WILLIAM P. GLASGOW
-------------------------------

Name: William P. Glasgow
-----------------------------

Title: President
----------------------------

and

Prime II Management Group, Inc.


By: /s/ WILLIAM P. GLASGOW
------------------------------

Name: William P. Glasgow
----------------------------

Title: President
---------------------------


Page 23 of 36


PRIME CABLE LIMITED PARTNERSHIP

By: Its General Partner

Prime Cable GP, Inc.

By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


PRIME CABLE GP, INC.


By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


Page 24 of 36

PRIME VENTURE II, L.P.

By: Its General Partner

Prime Investors, L.P.



By: Its General Partner

Prime II Management, L. P.


By: Its General Partner

Prime II Management, Inc.

By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


Page 25 of 36


PRIME INVESTORS, L.P.

By: Its General Partner

Prime II Management, L. P.


By: Its General Partner

Prime II Management, Inc.

By: /s/ WILLIAM P. GLASGOW
---------------------------------

Name: William P. Glasgow
-------------------------------

Title: President
------------------------------


The original report shall be signed by each person on whose behalf the
report is filed or his authorized representative. If the report is signed on
behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the report, provided, however that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the report shall be typed or
printed beneath his signature hereby filed as Exhibits to this Statement and
hereby incorporated by reference:

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


Page 26 of 36

APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF
CERTAIN PRIME HOLDERS




Page 27 of 36

DIRECTORS AND EXECUTIVE OFFICERS OF
PRIME II MANAGEMENT, INC.