-----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, EOBb1dpb37XYZzxlbW7jctAFcSzc9I6QfdiKhW0fias3fMrWPg3UsLqc6r4PL0wE E1V/GdxgoQ/vIniZwd+WNw== 0000895345-98-000466.txt : 19980814 0000895345-98-000466.hdr.sgml : 19980814 ACCESSION NUMBER: 0000895345-98-000466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980813 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51341 FILM NUMBER: 98685712 BUSINESS ADDRESS: STREET 1: 101 TOURNAMENT DRIVE CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: (215)323-1 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN LITTLE & CO SUB DEBT & EQU MGMT BYOUT PART IV/INST CENTRAL INDEX KEY: 0000903004 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FORSTMANN LITTLE & CO STREET 2: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: FRIED FRANK HARRIS SHRIVER & JACOBSON STREET 2: ONE NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* General Instrument Corporation (formerly NextLevel Systems, Inc.) - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 370120107 --------------------------------------------- (CUSIP Number) Fried, Frank, Harris, Shriver Forstmann Little & Co. & Jacobson Subordinated Debt One New York Plaza & Equity Management Buyout New York, NY 10004 Partnership-IV Attn: Lois Herzeca, Esq. (212) 859-8000 Instrument Partners c/o Forstmann Little & Co. 767 Fifth Avenue New York, NY 10153 Attn: Winston W. Hutchins (212) 355-5656 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 12, 1998 --------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box []. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). SCHEDULE 13D - ------------------- ----------------- CUSIP No. 370120107 Page 2 of 6 Pages - ------------------- ----------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 10,161,657 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10,161,657 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,161,657 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - ------------------- ----------------- CUSIP No. 370120107 Page 3 of 6 Pages - ------------------- ----------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) INSTRUMENT PARTNERS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 11,547,008 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 11,547,008 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,547,008 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Common Stock"), of General Instrument Corporation, a Delaware corporation (the "Company"), previously filed by Instrument Partners, a New York limited partnership, and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV ("MBO-IV"), a New York limited partnership. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 1. Security and Issuer Item 1 is hereby amended and supplemented as follows: Effective February 2, 1998, the Company changed its name from NextLevel Systems, Inc. to General Instrument Corporation. The principal executive offices of the Company are located at 101 Tournament Drive, Horsham, Pennsylvania 19044. ITEM 5. Interest in Securities of the Issuer Item 5 is hereby amended and supplemented as follows: (i) Instrument Partners: (a) Amount Beneficially Owned: The shares of Common Stock owned by Instrument Partners represent approximately 6.7% of the Common Stock, as of August 1, 1998. (ii) MBO-IV: (a) Amount Beneficially Owned: The shares of Common Stock owned by MBO-IV represent approximately 5.9% of the Common Stock, as of August 1, 1998. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended and supplemented as follows: MBO-IV and Instrument Partners entered into a letter agreement, dated August 1, 1998, with the Company, TCI Ventures Group, LLC, a Delaware limited liability company ("TCIV"), and Tele-Communications, Inc., a Delaware corporation ("TCI") and sole member of TCIV, pursuant to which MBO-IV and Instrument Partners have agreed that, from the date of the letter agreement and prior to December 31, 2005, MBO-IV and Instrument Partners will not sell or dispose of any Common Stock of the Company held by them to a third party without first offering such Common Stock for sale to TCIV on the same terms. This obligation does not apply to (i) a registered public offering for cash, (ii) a distribution to their respective partners or (iii) a sale to unaffiliated parties of 5% or less in the aggregate of the Common Stock owned by them as of the date of the letter agreement. The foregoing description of the letter agreement is not intended to be complete and is qualified in its entirety by the complete text of the letter agreement, which is incorporated herein by reference. A copy of the letter agreement is filed as Exhibit 3 hereto. ITEM 7. Material to be Filed as Exhibits. Item 7 is hereby amended and supplemented as follows: 3. Letter Agreement, dated August 1, 1998, among Instrument Partners, MBO-IV, the Company, TCIV and TCI. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 12, 1998 INSTRUMENT PARTNERS By: FLC XXII Partnership, its general partner By: /s/ Winston W. Hutchins ----------------------- Winston W. Hutchins, a general partner FORTSMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT BUYOUT PARTNERSHIP-IV By: FLC Partnership, its general partner By: /s/ Winston W. Hutchins ----------------------- Winston W. Hutchins, a general partner EX-99 2 EXHIBIT 3 TCI Ventures Group, LLC Terrace Tower II 5619 DTC Parkway Englewood, Colorado 80111-3000 August 1, 1998 Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV Instrument Partners c/o Forstmann Little & Co. 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: TCI Ventures Group, LLC, a Delaware limited liability company ("TCIV") and General Instrument Corporation, a Delaware corporation ("GI"). Ladies and Gentlemen: Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV, a New York limited partnership ("MBO-IV"), and Instrument Partners, a New York limited partnership (collectively with MBO-IV, "FLC"), collectively beneficially own 21,708,665 shares (such shares, together with all other shares of capital stock of GI now or hereafter owned by FLC being referred to herein as the "FLC Shares") of common stock, par value $.01 per share, of GI ("GI Common Stock"). This letter confirms our agreement, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, that, from and after the date hereof and prior to December 31, 2005, FLC shall not sell, assign, transfer or otherwise dispose of any of the FLC Shares except in compliance with the terms of this letter agreement: 1. (a) If FLC shall receive a bona fide offer in writing, which FLC proposes to accept (an "Offer"), from a third party (the "Offeror") to acquire all or part of the FLC Shares (the "First Refusal Shares"), FLC shall deliver to GI and TCIV a notice (a "Notice of Sale") containing a copy of the Offer, the identity of the Offeror and an offer to sell the First Refusal Shares to TCIV on the following terms: (i) if the Offer contemplates a purchase of the First Refusal Shares by the Offeror for consideration consisting solely of cash, then FLC's offer shall be to sell the First Refusal Shares for cash in an amount equal to the purchase price specified in, and otherwise on the terms and conditions contained in, the Offer, and (ii) if the Offer contemplates an acquisition of the First Refusal Shares by the Offeror for consideration any portion of which is not cash, then FLC's offer shall be to sell the First Refusal Shares for cash in an amount equal to the sum of the cash consideration and the fair market value of the noncash consideration (as determined pursuant to paragraph (c) below) specified in, and otherwise on the terms and conditions contained in, the Offer; provided, however that if the Offer is a public tender or exchange offer, made by a person that is not an affiliate of FLC, to acquire shares of GI Common Stock, the per share price to be paid for the First Refusal Shares shall be equal to the highest per share price actually paid for shares of GI Common Stock in such public tender or exchange offer. The Notice of Sale shall specify the price at which the First Refusal Shares are offered, as provided in the preceding sentence. If TCIV desires to accept the offer set forth in a Notice of Sale, TCIV shall, within 30 days of receipt of such Notice of Sale, notify FLC in writing of its intention to acquire the First Refusal Shares. (b) If (i) TCIV does not timely accept the offer set forth in a Notice of Sale, or (ii) the purchase of the First Refusal Shares is not consummated within the period set forth in Section 2(a)(iii) for any reason other than a breach by FLC of any of its covenants, representations or warranties that are a condition to consummation of such purchase, then TCIV shall be deemed to have rejected such offer as of the last date for accepting such offer or closing such purchase, as applicable, and FLC shall have the right, at any time during the thirty day period beginning on the date that the offer set forth in a Notice of Sale is deemed rejected or the day following the last day of the period set forth in Section 2(a)(iii), as applicable, to enter into a binding agreement to sell all of the First Refusal Shares to the Offeror on terms and conditions no less favorable in the aggregate to FLC than those set forth in the Offer, and thereafter (within the period specified below in this paragraph (b)) to sell all of the First Refusal Shares to the Offeror pursuant to such agreement. If FLC does not enter into such an agreement during such thirty-day period, or does not close the sale thereunder within sixty days after execution of such an agreement (subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all required governmental and third party approvals), the procedure set forth above with respect to the Notice of Sale shall be repeated with respect to any subsequent proposed sale, assignment or other disposition of FLC Shares. (c) Before submitting a Notice of Sale pursuant to paragraph (a) in response to an Offer that contemplates (i) a sale of the First Refusal Shares in conjunction with other assets, or (ii) an acquisition of the First Refusal Shares by the Offeror for consideration any portion of which is not cash, FLC and TCIV shall cause (A) if the Offer contemplates a sale of the First Refusal Shares in conjunction with other assets, the total consideration specified in the Offer to be allocated between the First Refusal Shares and such other assets, (B) if the Offer contemplates an acquisition of the First Refusal Shares by the Offeror for consideration any portion of which is not cash, the fair market value of the noncash consideration to be determined, in each case pursuant to this paragraph (c): (i) FLC shall deliver to TCIV a notice stating that FLC intends to deliver a Notice of Sale to which this paragraph (c) applies and identifying an appraiser (the "First Appraiser") who has been retained by FLC to allocate the total consideration specified in the Offer or to conduct an appraisal of the noncash consideration pursuant to this paragraph (c). Within ten business days after its receipt of FLC's notice pursuant to the preceding sentence, TCIV shall send a notice to FLC identifying a second appraiser (the "Second Appraiser") who shall be retained by TCIV to make such allocation or conduct such appraisal, as applicable, pursuant to this paragraph (c). (ii) The First Appraiser and the Second Appraiser shall submit their independent determinations of the amount of consideration allocable to the First Refusal Shares or the fair market value of the noncash consideration as applicable, within thirty days after the date on which the Second Appraiser is retained. If the respective determinations of the First Appraiser and the Second Appraiser vary by less than ten percent of the higher determination, the amount of consideration allocable to the First Refusal Shares or the fair market value of the noncash consideration, as applicable, for purposes of paragraph (a), shall be the average of the two determinations. (iii) If the respective determinations of the First Appraiser and the Second Appraiser vary by ten percent or more of the higher determination, the two Appraisers shall promptly designate a third appraiser (the "Third Appraiser"), who shall be retained by FLC and TCIV to make an allocation or conduct an appraisal pursuant to this paragraph (c). The First Appraiser and the Second Appraiser shall be instructed not to, and FLC and TCIV shall not provide any information to the Third Appraiser as to the determinations of the First Appraiser and the Second Appraiser or otherwise influence the Third Appraiser's determination in any way. The Third Appraiser shall submit its determination of the amount of consideration allocable to the First Refusal Shares or the fair market value of the noncash consideration, as applicable, within thirty days after the date on which the Third Appraiser is retained. If a Third Appraiser is retained, the amount of consideration allocable to the First Refusal Shares or the fair market value of the noncash consideration, as applicable, for purposes of paragraph (a), shall equal the average of the two closest of the three determinations, except that, if the difference between the highest and middle determinations is no more than 105% and no less than 95% of the difference between the middle and lowest determinations, then the amount of consideration allocable to the First Refusal Shares or the fair market value of the noncash consideration, as applicable, for purposes of paragraph (a), shall equal the middle determination. (iv) Any appraiser retained pursuant to this paragraph (c) shall be nationally recognized as being qualified and experienced in the appraisal of assets comparable to the First Refusal Shares and, if applicable, any other assets proposed to be sold pursuant to the Offer and shall not be an affiliate of any party to this Agreement. All fees and expenses of the First Appraiser shall be borne by FLC, of the Second Appraiser shall be borne by TCIV and of the Third Appraiser shall be borne equally by FLC and TCIV. (v) In determining the fair market value of the noncash consideration, each appraiser retained pursuant to this paragraph (c) shall: (A) assume that the fair market value of the applicable asset is the price at which the asset would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and each having reasonable knowledge of all relevant facts; (B) assume that the applicable asset would be sold for cash; and (C) use valuation techniques then prevailing in the relevant industry. 2. (a) Any purchase and sale of the First Refusal Shares pursuant to Section 1 shall be subject to the following terms and conditions: (i) FLC shall represent and warrant that TCIV will receive good and valid title to the First Refusal Shares, free and clear of all Liens of any nature whatsoever except for governmental and third party approvals required for transfers of shares of the GI Common Stock generally. (ii) The closing of the purchase and sale shall be subject to the satisfaction of the following conditions: (A) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated; (B) all governmental and third party approvals expressly required with respect to the transactions to be consummated at such closing shall have been obtained, to the extent the failure to obtain such approvals would prevent FLC from performing any of its material obligations under the transaction documents or would result in any material adverse change in, or material adverse effect on, GI; (C) there shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the transactions to be consummated at such closing; and (D) the representation and warranty of FLC contemplated by clause (i) of this Section 2(a) shall be true and correct at the closing of such sale with the same force and effect as if then made. (iii) Unless otherwise agreed by the applicable parties, the closing of any purchase and sale of First Refusal Shares pursuant to Section 1 shall take place at the principal executive offices of GI at 10:00 a.m. local time on a business day selected by TCIV, provided that such closing shall occur as promptly as practicable, and in any event within sixty days after the acceptance of the applicable offer, subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all required governmental and third party approvals. (iv) Unless otherwise agreed by the applicable parties, the purchase price shall be payable by wire transfer of same day funds or by certified or cashier's check drawn to the order of FLC, as specified by FLC. (b) In furtherance of the rights set forth in this letter agreement, GI agrees that, on reasonable notice following the delivery of a Notice of Sale, at reasonable times and without interfering with the business or operations of GI, it will provide reasonable assistance to FLC and TCIV in obtaining all necessary consents to any disposition of the First Refusal Shares. (c) FLC and TCIV shall each use commercially reasonable efforts to cooperate with the other in connection with FLC's efforts to transfer any interest in the First Refusal Shares in accordance with the provisions of Sections 1 and 2, including making qualified personnel available for attending hearings and meetings respecting any consents, approvals and authorizations required for such transfer and, at the request of FLC, making all filings with, and giving all notices to, third parties and governmental authorities that may be necessary or reasonably required to be made or given by FLC and TCIV in order to effect the contemplated transfers. Subject to the other provisions of this letter agreement, neither FLC or TCIV shall take any action to delay, impair or impede the receipt of any required consents, approvals or authorizations. "Commercially reasonable efforts" as used in this letter agreement shall not require any party to undertake extraordinary or unreasonable measures to obtain any consents, approvals or other authorizations. 3. Notwithstanding anything herein to the contrary, FLC shall be permitted to effect the following transactions, free of the restrictions of this letter agreement: (a) a distribution of some or all of the FLC Shares by FLC to its partners, (b) the sale by FLC to a party or parties not affiliated with FLC of a number of the FLC Shares that when added to the aggregate number of FLC Shares sold pursuant to this exception subsequent to the date hereof and prior to such sale does not exceed in the aggregate 5% of the number of FLC Shares held as of the date hereof by FLC or (c) a registered public offering of some or all of the FLC Shares for cash. The FLC Shares sold or distributed pursuant to this Section 3 shall upon such sale or distribution cease to be subject to the provisions of this letter agreement. 4. Any FLC Shares transferred to a party other than TCIV in compliance with the provisions of this letter agreement shall not thereafter be subject to the provisions of this letter agreement. 5. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereunder. 6. This letter agreement supercedes all prior agreements and understandings, oral or written, between FLC and GI on the one hand, and TCIV and Tele-Communications, Inc., a Delaware corporation and sole member of TCIV on the other hand, with respect to the subject matter hereof. Please confirm your agreement with the foregoing by countersigning this letter and returning an executed copy to us. Sincerely, Tele-Communications, Inc. By: ------------------------------- Name: Title: Agreed To And Accepted As Of The Date Above Written: Forstmann Little & Co. Subordinated TCI Ventures Group, LLC Debt and Equity Management Buyout Partnership-IV By: ------------------------------ By: FLC Partnership, L.P., Name: general partner Title: By: ------------------------------ Name: Title: General Partner Instrument Partners By: FLC XXII Partnership, general partner By: ------------------------------ Name: Title: General Partner General Instrument Corporation By: ------------------------------ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----