-----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, AVdlRsz9jb4hNM0KgcSZ8ur6F1Jcp0CTThP8IBrK6sn8M5kV5uzBmmzm7BG6rDMc omPw0tgbHeaQDMHoHMGPMA== 0001035704-99-000033.txt : 19990122 0001035704-99-000033.hdr.sgml : 19990122 ACCESSION NUMBER: 0001035704-99-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 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: 99509122 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: 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 SCHEDULE 13D AMENDMENT NO. 2 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GENERAL INSTRUMENT CORPORATION (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) Common Stock 370120 10 7 ------------------------ (CUSIP Number) Stephen M. Brett, Esq., Executive Vice President, Secretary, and General Counsel, Tele-Communications, Inc. Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111 (303-267-5500) ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 15, 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), 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 Page 1 of 9 2 Common Stock CUSIP No. 370120 10 7
- ---------------------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) 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 (See Item 3.) - ---------------------------------------------------------------------------------------------- (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 26,284,000 Shares of Common Stock* Shares Bene- ---------------------------------------------------------------------- ficially (8) Shared Voting Power 0 Shares Owned by ---------------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 26,284,000 Shares of Common Stock* ing Person ---------------------------------------------------------------------- With (10) Shared Dispositive Power 0 Shares - ---------------------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,284,000 Shares of Common Stock* - ---------------------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [X] - ---------------------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11)* Common Stock 15.3% - ---------------------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -----------------
* Includes 4,928,000 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Person, which warrants vested on December 31, 1998. Does not include 16,428,000 shares of Common Stock issuable upon exercise of additional warrants beneficially owned by the Reporting Person. Subject to certain conditions, warrants for 5,750,000 shares of Common Stock will vest on December 31, 1999, and warrants for 10,678,000 shares of Common Stock will vest on December 31, 2000. (See Items 4 and 6 hereof.) Does not include 17,000 shares of Common Stock beneficially owned by a director of the Reporting Person, which beneficial ownership could be attributable to the Reporting Person. The Reporting Person expressly disclaims ownership of the Common Stock held by its director. Page 2 of 9 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) 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"), is filing this Amendment No. 2 to its Statement on Schedule 13D (this "Statement") with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of General Instrument Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 101 Tournament Drive, Horsham, Pennsylvania 19044. ITEM 2. Identity and Background The reporting person is TCI, whose principal business address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI, through its subsidiaries and affiliates, is principally engaged in the construction, acquisition, ownership, and operation of cable television systems and the provision of satellite-delivered video entertainment, information and home shopping programming services to various video distribution media, principally cable television systems. TCI also has investments in cable and telecommunications operations and television programming in certain international markets as well as investments in companies and joint ventures involved in developing and providing programming for new television and telecommunications technologies. TCI is a Delaware corporation and was incorporated in 1994. TCI Communications, Inc. ("TCIC"), a majority owned subsidiary of TCI, and its predecessors have been engaged in the cable television business since the early 1950's. Prior to August 1994, TCI was named TCI/Liberty Holding Company and TCIC was named Tele-Communications, Inc. Schedule 1 attached to this Statement contains the following information concerning each director, executive officer or controlling person of TCI: (i) name and residence or business address, (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference. Page 3 of 9 4 To the knowledge of TCI, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen. During the last five years, neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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. ITEM 3. Source and Amount of Funds or Other Consideration TCI currently beneficially owns, through its subsidiary TCIVG-GIC, Inc. ("TCIVG-GIC"), a total of 21,356,000 shares of Common Stock. TCI also beneficially owns, through its subsidiary National Digital Television Center, Inc. ("NDTC"), 4,928,000 shares of Common Stock underlying warrants for the purchase of such shares (the "1998 Warrants"), the terms of which are described in TCI's original Statement on Schedule 13D, which 1998 Warrants vested on December 31, 1998. 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. In addition, J.C. Sparkman, a director of TCI (the "Director"), beneficially owns 17,000 shares of Common Stock, which beneficial ownership could be attributable to TCI. TCI expressly disclaims beneficial ownership of the Common Stock held by the Director. ITEM 4. Purpose of Transaction TCI currently holds its interest in the Issuer for investment purposes. Except as set forth in Item 6 hereof, neither TCI nor, to the best of its knowledge, any of its executive officers, directors or controlling persons, have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any changes in the Issuer's charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended, of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, TCI may determine to change its investment intent with respect to the Issuer at any time in the future. In reaching any conclusion as to its future course of action, TCI will take into consideration various factors, such as the Issuer's business and prospects, other developments concerning the Issuer, other business opportunities available to TCI, Page 4 of 9 5 developments with respect to the business of TCI, and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock of the Issuer. TCI reserves the right, depending on other relevant factors, to acquire additional shares of the Common Stock of the Issuer upon exercise of warrants or in open market or in privately negotiated transactions, to dispose of all or a portion of its holdings of shares of the Common Stock of the Issuer, or to change its intention with respect to any or all of the matters referred to in this Item. ITEM 5. Interest in Securities of the Issuer (a) TCI presently beneficially owns, through its subsidiaries TCIVG-GIC and NDTC, 26,284,000 shares of Common Stock. The 26,284,000 shares of Common Stock beneficially owned by TCI represent 15.3% of the shares of Common Stock outstanding on October 31, 1998. To the knowledge of TCI, with the exception of the Director, who beneficially owns 17,000 shares of Common Stock, none of the Schedule 1 Persons has any interest in any securities of the Issuer. (b) TCI, through its subsidiaries TCIVG-GIC and NDTC, has sole power to vote or to direct the voting of the shares of Common Stock that TCI beneficially owns and sole power to dispose of, or to direct the disposition of, such shares of Common Stock. To the knowledge of TCI, the Director has sole power to vote or to direct the voting of the shares of Common Stock that he beneficially owns and sole power to dispose of, or to direct the disposition of, such shares of Common Stock. (c) Except for the securities of the Issuer, the beneficial ownership of which was acquired in connection with the transaction described in Item 3 hereof, and except as set forth below, neither TCI nor, to the knowledge of TCI, any of the persons named on Schedule 1, have executed transactions in the Common Stock of the Issuer during the past sixty (60) days: Transactions in Issuer Common Stock
BENEFICIAL COMMON TRANSACTIONS PURCHASE HOW TRANSACTION OWNER STOCK IN LAST 60 PRICE EFFECTED OWNED DAYS - ------------------------------------------------------------------------------------------ J.C. Sparkman, 17,000 Purchase of $34.00 Broker Consultant and shares 2,000 shares Director - ------------------------------------------------------------------------------------------
(d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by TCI. To the knowledge of TCI, there is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Director. (e) Not applicable. Page 5 of 9 6 ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Reporting Person is a party to an Agreement and Plan of Restructuring and Merger with AT&T Corp. and Italy Merger Corp., dated as of June 23, 1998. In connection with certain restructurings contemplated by such Merger Agreement, the following transactions are expected to occur: (1) NDTC will sell warrants for the purchase of 21,356,000 shares of Issuer Common Stock to Liberty Media Corporation, a wholly-owned subsidiary of TCI; and (2) Liberty Media Corporation will transfer the 21,356,000 warrants to acquire Issuer Common Stock to TCIVG-GIC, Inc., which will then be a wholly-owned subsidiary of Liberty Media Corporation. ITEM 7. Material to be Filed as Exhibits None. [Signature on following page] Page 6 of 9 7 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. January 11, 1999 TELE-COMMUNICATIONS, INC. /s/ Stephen M. Brett --------------------------------------------- Stephen M. Brett Executive Vice President, General Counsel and Secretary Page 7 of 9 8 SCHEDULE 1 Directors, Executive Officers and Controlling Persons of Tele-Communications, Inc. ("TCI") DIRECTORS ---------
Name Principal Occupation & Principal Business or Organization in Which - ---- Business Address such Employment Is Conducted ---------------------- ------------------------------------------- Donne F. Fisher Consultant & Director of TCI; Business Cable television & telecommunications Executive & programming services 5619 DTC Parkway Englewood, CO 80111 John W. Gallivan Director of TCI; Director of Newspaper publishing Kearns-Tribune Corporation 400 Tribune Building Salt Lake City, UT 84111 Paul A. Gould Director of TCI; an Executive Vice President Investment banking services & a Managing Director of Allen & Company Incorporated 711 5th Avenue New York, New York 10022 Leo J. Hindery, President & Director of TCI Cable television & telecommunications Jr. 5619 DTC Parkway & programming services Englewood, CO 80111 Jerome H. Kern Vice Chairman of the Board & a Director of TCI; Business Consulting; Law Consultant; Special Counsel to Baker & Botts, L.L.P. 5619 DTC Parkway Englewood, CO 80111 Kim Magness Director of TCI; Business Executive Management of various business enterprises 4000 E. Belleview Englewood, CO 80111 John C. Malone Chairman of the Board, Chief Executive Officer & Cable television & telecommunications Director of TCI & programming services 5619 DTC Parkway Englewood, CO 80111 Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion picture Officer of Todd-AO Corporation industry 172 Golden Gate Avenue San Francisco, CA 94102
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Name Principal Occupation & Principal Business or Organization in Which - ---- Business Address such Employment Is Conducted ---------------------- ------------------------------------------- J C Sparkman Consultant & Director of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111
EXECUTIVE OFFICERS ------------------ Robert R. Executive Vice President of TCI Cable television & telecommunications Bennett 5619 DTC Parkway & programming services Englewood, CO 80111 Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications of TCI Communications, Inc. & programming services 5619 DTC Parkway Englewood, CO 80111 Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications & General Counsel of TCI & programming services 5619 DTC Parkway Englewood, CO 80111 William R. Executive Vice President & Chief Operating Officer Cable television & telecommunications & Fitzgerald of TCI Communications, Inc. programming services 5619 DTC Parkway Englewood, CO 80111 Gary S. Howard Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 Marvin L. Jones Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 Ann M. Koets Executive Vice President of Cable television & telecommunications TCI Communications, Inc. & programming services 5619 DTC Parkway Englewood, CO 80111 Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications 5619 DTC Parkway & programming services Englewood, CO 80111 Bernard W. Senior Vice President & Treasurer of TCI Cable television & telecommunications Schotters, II 5619 DTC Parkway & programming services Englewood, CO 80111
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