As filed with securities and exchange commission on may 29, 1997


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AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997.

REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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GENERAL COMMUNICATION, INC.
(Exact name of registrant as specified in its charter)

ALASKA 92-0072737

(State or other jurisdiction (I.R.S. Employer

of Identification No.)

incorporation or

organization)
2550 DENALI ST., SUITE 1000, ANCHORAGE, ALASKA 99503

(907) 265-5600
(Address, including zip code, and telephone number, including

area code, of registrant's principal executive offices)
JOHN M. LOWBER

GENERAL COMMUNICATION, INC.

2550 DENALI STREET, SUITE 1000

ANCHORAGE, ALASKA 99503-2781

(907) 265-5600
(Name, address, including zip code, and telephone number,

including area code, of agent for service)

------------------------------
COPIES TO:

CHARLES Y. TANABE, ESQ. JOEL M. SIMON, ESQ.

Sherman & Howard L.L.C. Paul, Hastings, Janofsky & Walker LLP

First Interstate Tower North 399 Park Avenue

633 Seventeenth Street, Suite 3000 31st Floor

Denver, Colorado 80202 New York, New York 10022

(303) 299-8108 (212) 318-6200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

------------------------------
If the only securities being registered on this Form are being offered

pursuant to dividend or interest reinvestment plans, please check the following

box. / /
If any of the securities being registered on this Form are to be offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, other than securities offered only in connection with dividend or interest

reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, please check the following box

and list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,

PLEASE CHECK THE FOLLOWING BOX. /X/

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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM

TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF

SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
Class A Common Stock, no par value.... 15,870,000 $6.78125 $107,618,437.50 $32,611.65
(1) Includes an aggregate of 2,070,000 shares that the Underwriters have the

option to purchase from certain selling shareholders to cover

over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration

fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.

------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR

DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL

FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION

STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF

THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),

MAY DETERMINE.
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SUBJECT TO COMPLETION

MAY 29, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A

REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY

OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES

EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE

SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES

IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR

TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
13,800,000 SHARES
[LOGO]

GENERAL COMMUNICATION, INC.
CLASS A COMMON STOCK

(NO PAR VALUE)
Of the 13,800,000 shares of Class A common stock, no par value per share (the

"Class A Common Stock"), offered hereby (the "Stock Offering"), 7,000,000 shares

are being sold by General Communication, Inc. (the "Company") and 6,800,000

shares are being sold by certain shareholders of the Company (the "Selling

Shareholders"). See "Principal and Selling Shareholders." The Company will not

receive any of the proceeds from the sale of shares of Class A Common Stock by

the Selling Shareholders.
Concurrently with the Stock Offering, $150,000,000 of % Senior Notes Due 2007

will be offered to the public by GCI, Inc., a wholly owned subsidiary of the

Company (the "Debt Offering" and, together with the Stock Offering, the

"Offerings"). Consummation of one Offering is not contingent upon consummation

of the other Offering, and there can be no assurance that the Debt Offering will

be consummated.
The Company has two classes of common stock, the Class A Common Stock and the

Class B common stock, no par value per share (the "Class B Common Stock" and,

together with the Class A Common Stock, the "Common Stock"). The rights of the

Class A Common Stock and the Class B Common Stock are substantially identical,

except that holders of the Class A Common Stock are entitled to one vote per

share and holders of the Class B Common Stock are entitled to 10 votes per

share. The Class B Common Stock is fully convertible at any time into Class A

Common Stock, at the option of the holder, on a one-for-one basis. Both classes

of Common Stock vote together as one class on all matters generally submitted to

a vote of shareholders, including the election of directors. See "Description of

Capital Stock."
The Class A Common Stock is quoted on the Nasdaq National Market ("Nasdaq")

under the symbol "GNCMA." On May 20, 1997, the last reported sale price of the

Class A Common Stock on Nasdaq was $6.875 per share. See "Price Range of Common

Stock and Dividend Policy."
SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR A DISCUSSION OF CERTAIN FACTORS THAT

SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE

ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A

CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------------------------------------
PROCEEDS TO

PRICE TO UNDERWRITING PROCEEDS TO SELLING

PUBLIC DISCOUNT (1) COMPANY (2) SHAREHOLDERS (2)
Per Share............................. $ $ $ $

Total(3).............................. $ $ $ $

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(1) The Company and the Selling Shareholders have agreed to indemnify the

Underwriters against certain liabilities under the Securities Act of 1933,

as amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated at

$ .
(3) Certain Selling Shareholders have granted to the Underwriters a 30-day

option to purchase up to an aggregate of 2,070,000 additional shares of

Class A Common Stock at the Price to Public, less Underwriting Discount,

solely to cover over-allotments, if any. If the Underwriters exercise such

option in full, the total Price to Public, Underwriting Discount and

Proceeds to Selling Shareholders will be $ , $ and $ ,

respectively. See "Underwriting."
The shares of Class A Common Stock are offered subject to receipt and acceptance

by the Underwriters, to prior sale and to the Underwriters' right to reject any

order in whole or in part and to withdraw, cancel or modify the offer without

notice. It is expected that delivery of the shares of Class A Common Stock

offered hereby will be made at the office of Salomon Brothers Inc, Seven World

Trade Center, New York, New York or through the facilities of The Depository

Trust Company, on or about , 1997.
SALOMON BROTHERS INC
DONALDSON, LUFKIN & JENRETTE

SECURITIES CORPORATION
SCHRODER WERTHEIM & CO.
The date of this Prospectus is , 1997.
[LOGO]
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS

THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON

STOCK, INCLUDING PURCHASES OF THE CLASS A COMMON STOCK TO COVER SOME OR ALL OF A

SHORT POSITION IN THE CLASS A COMMON STOCK MAINTAINED BY THE UNDERWRITERS AND

THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE

"UNDERWRITING."
--------------------------
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP

MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE CLASS A COMMON

STOCK ON NASDAQ IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING."
--------------------------
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in "Summary," "Risk Factors," "Management's

Discussion and Analysis of Financial Condition and Results of Operations" and

"Business," including statements regarding the anticipated development and

expansion of the Company's business, the markets in which the Company's services

are offered, anticipated capital expenditures and regulatory reform, the intent,

belief or current expectations of the Company, its directors or its officers,

primarily with respect to the future operating performance of the Company, and

other statements contained in this Prospectus regarding matters that are not

historical facts, are "forward-looking" statements (as such term is defined in

the Private Securities Litigation Reform Act of 1995). Because such statements

include risks and uncertainties, actual results may differ materially from those

expressed or implied by such forward-looking statements. Factors that could

cause actual results to differ materially from those expressed or implied by

such forward-looking statements include, but are not limited to, the factors set

forth in "Risk Factors" and "Business."
2
MAP OF ALASKA SHOWING (1) THE CITIES AND AREAS SERVICED BY THE COMPANY AND

NATURE OF SERVICE, E.G., LONG DISTANCE, CABLE, PROPOSED LOCAL EXCHANGE AND PCS,

(2) A STYLIZED LINK TO AND OUTLINE OF THE LOWER 48 STATES, (3) FIBER OPTIC OCEAN

CABLE ROUTE, AND (4) USE OF SATELLITES FOR COMMUNICATIONS.
3
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED

INFORMATION AND FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING

ELSEWHERE IN, OR INCORPORATED BY REFERENCE INTO, THIS PROSPECTUS. UNLESS THE

CONTEXT OTHERWISE REQUIRES, THE "COMPANY" REFERS TO GENERAL COMMUNICATION, INC.

AND, WHERE APPLICABLE, ITS DIRECT AND INDIRECT SUBSIDIARIES. SEE "GLOSSARY" FOR

DEFINITIONS OF CERTAIN OTHER TERMS USED IN THIS PROSPECTUS. UNLESS OTHERWISE

INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE

OVER-ALLOTMENT OPTION OFFERED TO THE UNDERWRITERS IN THE STOCK OFFERING.

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER THE

CAPTION "RISK FACTORS."
THE COMPANY
The Company is a diversified telecommunications provider with a leading

position in facilities-based long distance service in the State of Alaska and,

as a result of recent acquisitions, has become Alaska's leading cable television

service provider. The Company seeks to become the first significant provider in

Alaska of an integrated package of telecommunications and cable television

services. Complementing its long distance, cable and cellular resale operations,

the Company has announced plans to provide facilities-based competitive local

exchange and wireless communications services in Alaska's major population

centers. The Company expects to launch local exchange services in the second

half of 1997 initially in Anchorage where it has received a local exchange

certificate of authority and entered into an interconnection agreement with the

incumbent local exchange carrier ("LEC") which has been approved by the Alaska

Public Utilities Commission (the "APUC"). The Company also acquired a state-wide

30 MHz B-block personal communication service ("PCS") license in June 1995 for

approximately $1.65 million (or about $3.00 per population equivalent or "pop")

and is currently evaluating various technologies for a proposed wireless PCS

network.
The Alaskan voice, video and data markets are unique within the United

States. Alaska is physically distant from the rest of the United States and is

characterized by large geographical size and relatively small, dense population

clusters (with the exception of major population centers such as Anchorage,

Fairbanks and Juneau). It lacks a well-developed terrestrial transportation

infrastructure, and the majority of Alaska's communities are accessible only by

air or water. As a result, Alaska's telecommunications networks are different

from those found in the lower 49 states. Alaska today relies extensively on

satellite-based transmission for intrastate calling between remote communities

where investment in a terrestrial network would be uneconomic or impractical.

Also, given the remoteness of Alaska's communities and, in many cases, the lack

of major civic institutions such as hospitals, libraries and universities,

Alaskans are dependent on telecommunications to access the resources and
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