-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E0AGz7+GdWbpvZYCkSFBREpFsGQ8EP7BXN/EUykNMUFjt25v11K2Fg4kMWSy2K32 I8V9+ClYPc6AhAK4XFpIDA== 0000893750-99-000508.txt : 19990924 0000893750-99-000508.hdr.sgml : 19990924 ACCESSION NUMBER: 0000893750-99-000508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990915 ITEM INFORMATION: FILED AS OF DATE: 19990923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL INSTRUMENT CORP CENTRAL INDEX KEY: 0001035881 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364134221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12925 FILM NUMBER: 99716014 BUSINESS ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2153231000 MAIL ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLEVEL SYSTEMS INC DATE OF NAME CHANGE: 19970314 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 1999 GENERAL INSTRUMENT CORPORATION (Exact Name of registrant specified in its charter) Delaware 001-12925 36-4134221 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 101 Tournament Drive Horsham, PA 19044 (Address of principal executive offices) Registrant's telephone number: (215) 323-1000 Item 5. Other Events Filed as exhibits to this Form 8-K are certain Slide Presentation Materials used by General Instrument Corporation's management in several investor conferences that were held on September 15, 1999 and September 16, 1999 following the announcement of the signing of an Agreement and Plan of Merger with Motorola, Inc. and its wholly- owned subsidiary, Lucerne Acquisition Corp. Item 7. Financial Statements and Exhibits Exhibit 99.1 Certain Slide Presentation Materials used by General Instrument Corporation's management in several investor conferences that were held on September 15, 1999 and September 16, 1999. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL INSTRUMENT CORPORATION (Registrant) By: /s/ Robert A. Scott --------------------------------- Name: Robert A. Scott Title: Senior Vice President, General Counsel and Secretary Date: September 23, 1999 -3- EX-99.1 2 Exhibit 99.1 General Instrument and Motorola to Merge (cover page) The information set forth in this presentation contains "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and, accordingly, the cautionary statements contained in Exhibit 99, under the caption "Forward-Looking Information" in General Instrument Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 1999, are incorporated herein by reference. Actual results might differ materially from the "forward-looking information" in this presentation. In addition, the forward-looking statements about the proposed merger involve risks and uncertainties. The factors below are among some of the factors that could cause actual results of Motorola, General Instrument or the combined entities to differ materially from those in the forward-looking statements: the failure of the merger to be consummated; the ability of the companies to successfully integrate General Instrument's business and capitalize on the combined technologies; the availability of the favorable tax treatment and accounting treatment for the merger; and those factors in the companies' reports filed with the Securities and Exchange Commission. GI and Motorola to Merge Highlights - Each GI share converted into 0.575 shares of Motorola common stock - Merger intended to qualify as tax-free reorganization and pooling of interests transaction - Motorola committed to completing NLC IPO - Required vote - GI shareholders - Motorola shareholders (if required by NYSE) GI and Motorola to Merge Outline - Vision - General Instrument Overview - Strong Execution - Market Dynamics - The Motorola / GI 'EDGE' The Motorola / GI 'EDGE' GI and Motorola to Merge - Integrated video, voice & data communications solutions -World leader in interactive digital cable -World leader in high-speed data networking -Broadband telephony networks: packet and circuit - Global reach - Powerful brand - Edge innovations in the converged broadband network -At the Headend and in the Home! - Hybrid Fiber Coax, Wireless, Satellite and Internet media - Systems, software and silicon to consumer platforms -High volumes, low costs - Deep engineering, integration and customer service force The Motorola / GI 'EDGE' Leadership in High Speed Data Solutions - Motorola offers Cable Labs certified Cable Modem Termination System - GI's second generation DOCSIS-compliant modem (SB3100) now in production - Motorola has shipped more than 800,000 cable modems worldwide - GI Shipped 30,000 DOCSIS-compliant modems in Q2'99 - GI's Second generation dual RF/phone DOCSIS modem (SB3100D) production expected to begin in October - @Home extended level 2 approval to GI's SB3100 in August [LOGO] The Motorola / GI 'EDGE' Carrier-Quality Voice Services - Significant new growth opportunity - IP Telephony expected to provide carrier-quality, cost effective solutions beginning mid 2000 - GI has provided development expertise and product for AT&T testing of broadband VoIP - Motorola has shipped 250,000 circuit switched subscriber lines to date - Tracking to schedule -Demonstration at 1999 National Cable Television Association show -Initial field trials planned for 4Q99 -Lab trials for AT&T in 4Q99 -Volume production expected 2Q00 The Motorola / GI 'EDGE' Opportunities for Additional Synergies Operational Efficiencies Brand/Market Positions - ------------------------ ---------------------- Purchasing consolidation Circuit switched telephony Manufacturing rationalization Voice over IP Logistics Home networking Product development Cellular equipment NLC VDSL technology Combined Management Team to Focus on Delivering Additional Synergy Opportunities The Motorola / GI 'EDGE' The World of Wireless Internet and Personal Networks - 90 million wireless devices spanning -cellular, paging, and two-way radio - Strong wireless data experience - Excellent opportunity to leverage HFC backbone for wireless The Motorola / GI 'EDGE' Remarks from AT&T's Leo Hindery - 9/15/99 "Cable industry is committed to wide-scale deployment of broadband . . . this merger delivers on that promise" "Wireless access into the HFC infrastructure is a tremendous opportunity for the consumer" "As the industry consolidates, suppliers must also mature and consolidate with us" "Merger delivers the power of the Motorola brand and increased respect within the household" The Motorola / GI 'EDGE' Motorola - World class consumer brand - Global reach - Scale and breadth - Access to significant R&D resources - Integrated Communications Solutions -Embedded semiconductor solutions -Networking and Internet access products -Software enhanced telephony -Communications products General Instrument - Leadership in end to end broadband networks - Talent and experience of GI's management team - Revenue growth and cost synergies - Strong operating disciplines - Solid balance sheet, no debt The Motorola / GI 'EDGE' - This merger leverages strengths of both companies - Integrates key technologies needed to bring converged video, data and voice into the home - Broadly expands Motorola's portfolio of network access solutions and GI's global reach Creating the world class leader in video, data and voice for the 21st Century GI and Motorola to Merge Process to Complete Merger by Q1 2000 - Hart Scott Rodino filing with US Dept. of Justice - File Proxy Statement - Prospectus with SEC - Mail Proxy materials to Stockholders (following SEC approval) - Hold Stockholders meetings to approve merger (approx. 30 to 45 days after mailing materials) - Merger closing (after stockholder approval) -----END PRIVACY-ENHANCED MESSAGE-----