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

369385 20 8
-----------
(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 20 8

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)

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

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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN


Page 3 of 36


CUSIP No. 369385 20 8

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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN

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


Page 4 of 36


CUSIP No. 369385 20 8

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

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


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

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

Number of Shares (7) Sole Voting Power NONE
Beneficially Owned (8) Shared Voting Power 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) CO


Page 5 of 36


CUSIP No. 369385 20 8

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

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


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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) CO

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


Page 6 of 36


CUSIP No. 369385 20 8

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

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


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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN

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


Page 7 of 36


CUSIP No. 369385 20 8

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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) CO

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


Page 8 of 36


CUSIP No. 369385 20 8

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

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


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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN

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


Page 9 of 36


CUSIP No. 369385 20 8

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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN

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


Page 10 of 36


CUSIP No. 369385 20 8

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

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


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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

14) Type of Reporting Person (See Instructions) PN

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


Page 11 of 36


CUSIP No. 369385 20 8

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 2,400,591
by Each Reporting (9) Sole Dispositive Power NONE
Person With (10) Shared Dispositive Power NONE

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

11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,400,591

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

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

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

13) Percent of Class Requested by Amount in Row (11) Approximately 58.81%

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

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 B Common Stock, no
par value (the "Class B 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 B 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


Page 14 of 36

M. Walp ("Walp") and TCI GCI, Inc. ("TCI GCI") (collectively, together with the
Prime Voting Group, the "Voting Group") that governs the voting of the Class A
Common Stock, no par value (the "Class A Common Stock") and 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. Due to the shared voting power accorded the parties to the New
Voting Agreement with respect to all shares covered thereby, each member of the
Voting Group may be deemed to be the beneficial owner in the aggregate of more
than five percent (5%) of the outstanding Class B 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. 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-Sitka, Inc.;



Page 15 of 36

(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


Page 19 of 36

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 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.