-----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, UlcH002npnFqtKHw4bSyI55TCGEY3/inGV4YGcixa5IcLJtGOjafvRGj2T5kk0p/ jsl/stomlC67+wI3VB69Hw== 0000950134-99-003886.txt : 19990513 0000950134-99-003886.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950134-99-003886 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990512 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: 99617889 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* FINAL General Instrument Corporation ------------------------------ (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Classes of Securities) 370120 10 7 ----------- (CUSIP Numbers) Stephen M. Brett, Esq., Executive Vice President and General Counsel, Tele-Communications, Inc. 9197 South Peoria Street Englewood, CO 80112 (720-875-5500) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 9, 1999 ------------- (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), Rule 13d-1(f) or Rule 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). Exhibit Index is on Page n/a 2 Cusip No. - 370120 10 7 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TELE-COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 Shares Common Stock Shares Bene- ficially ----------------------------------------------------- Owned by (8) Shared Voting Power 0 Shares Common Stock Each Report- ing Person ----------------------------------------------------- With (9) Sole Dispositive Power 0 Shares Common Stock ----------------------------------------------------- (10) Shared Dispositive Power 0 Shares Common Stock - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares Common Stock - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0% Common Stock - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO 2 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 3) FINAL Statement of TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of General Instrument Corporation ------------------------------ (Commission File No. 001-12925) ITEM 1. Security and Issuer Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby amends and supplements its Statement on Schedule 13D (the "Statement") with respect to the Common Stock, $.01 par value, of General Instrument Corporation, a Delaware Corporation (the "Issuer"), which Common Stock was previously reported as beneficially owned by TCI (the "Common Stock"). The Issuer's principal executive offices are located at 101 Tournament Drive, Horsham, PA, 19044. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Statement. ITEM 3. Source and Amount of Funds or Other Consideration Item 3 of the Statement is hereby amended and supplemented by adding the following: Amendment No. 2 to TCI's Statement contained the following statement: "On November 15, 1998, NDTC placed an order with the Issuer for the purchase of a requisite number of digital terminals, whereby NDTC met the threshold purchase requirements established as a condition to the vesting of the 1998 Warrants." For purposes of clarification, such statement is hereby amended to state as follows: "On November 15, 1998, NDTC placed an order with the Issuer for the purchase of a requisite number of digital terminals whereby, upon delivery and payment therefor, NDTC met the threshold purchase requirements established as a condition to the vesting of the 1998 Warrants." On March 9, 1999, TCI became a wholly-owned subsidiary of AT&T Corp., a New York corporation ("AT&T") pursuant to a merger of an AT&T subsidiary with and into TCI (the "AT&T Merger"). Pursuant to an internal restructuring conducted by TCI in conjunction with the AT&T Merger (the "Restructuring"), Liberty Media Corporation, a wholly-owned subsidiary of TCI ("LMC"), assumed 3 4 beneficial ownership of the Common Stock, and has filed an initial Statement on Schedule 13D to reflect such assumption. Consequently, subsequent Statements on Schedule 13D pertaining to the Common Stock will be filed by LMC. ITEM 5. Interest in Securities of the Issuer Item 5 of the Statement is hereby amended and supplemented by adding the following: (c) In connection with the Restructuring, LMC assumed beneficial ownership of the Common Stock. (e) As a result of the Restructuring and LMC's assumption of beneficial ownership of the Common Stock pursuant thereto, LMC has assumed the reporting obligations with respect to such Common Stock. 4 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to the Statement is true, complete and correct. April 28, 1999 TELE-COMMUNICATIONS, INC. /s/ Stephen M. Brett --------------------------------- Stephen M. Brett Executive Vice President and General Counsel 5 -----END PRIVACY-ENHANCED MESSAGE-----