GENERAL INSTRUMENT CORP
8-K, 1998-02-06
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       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): February 2, 1998
                                                         ----------------   



                         General Instrument Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                      001-12925                 36-4134221
          --------                      ---------                 ----------
(State or other jurisdiction of   (Commission File No.)       (I.R.S. Employer
incorporation or organization)                               Identification No.)




101 Tournament Drive, Horsham,  PA                                         19044
- ----------------------------------                                         -----
(Address of principal executive offices)                              (Zip Code)


                                 (215)323-1000
                                 --------------
              (Registrant's telephone number, including area code)


                             NextLevel Systems, Inc.
                   8770 W. Bryn Mawr Avenue, Chicago, Illinois  60631
                   -------------------------------------------------- 
         (Former name and former address, if changed since last report)


<PAGE>


Item 5   Other Events

The Registrant  hereby  incorporates by reference the description of the matters
set forth in its press release dated  February 2, 1998 (such press release being
Exhibit 99.1 attached hereto).

Item 7   Financial Statements and Exhibits

         (c)      Exhibits

         99.1     The press release issued on February 2, 1998 by General 
                  Instrument Corporation

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


                                   By:        /s/ Keith A. Zar
                                              ----------------

                                              Keith A. Zar
                                              Vice President and General Counsel


February 2, 1998
- ----------------
Date











<PAGE>


                                  EXHIBIT INDEX


                                                                      Sequential
                                                                      Page
No.         Exhibits                                                  No.
- ---         --------                                                  ----------


 99.1       The press release issued on February 2, 1998              4
            by General Instrument Corporation







EXHIBIT 99.1


FOR IMMEDIATE RELEASE


                                       Media Contact:     Dick Badler
                                                          VP, Corporate Comm.
                                                          773-695-1030
                                                          [email protected]

                                       Investor Contact:  Mark Borman
                                                          VP, Investor Relations
                                                          773.695.1150
                                                          [email protected]



                NEXTLEVEL SYSTEMS, INC. CHANGING ITS NAME BACK TO
                      GENERAL INSTRUMENT CORPORATION TODAY

                New York Stock Exchange Ticker Symbol Will Be GIC
- --------------------------------------------------------------------------------

HORSHAM, Pa. - February 2, 1998 - NextLevel Systems,  Inc. (NYSE: NLV) announced
today that its name is  officially  changing to General  Instrument  Corporation
(NYSE:  GIC) as of the  opening of trading on the New York Stock  Exchange  this
morning.

In addition,  the corporate  headquarters for General  Instrument has moved from
Chicago, Ill to Horsham, Pa. The new location has been home to the corporation's
principal operating division, the Broadband Networks Group.

Horsham,   Pa.,  in  addition   to  being  the  General   Instrument   corporate
headquarters, will be headquarters for the following strategic business units of
the company:  Digital Networks,  which manufactures and markets digital cable TV
systems; Advanced Networks, which produces advanced analog cable TV systems; and
Transmission Networks, which designs and installs cable TV transmission systems.

                                     (more)


<PAGE>

NextLevel Systems Changing Its Name
Page 2 of 2


The company's  Satellite Data Networks unit,  which makes and markets  satellite
transmission systems and set-top receivers for the C-band (big dish) and Ku-band
(small dish)  satellite TV industry,  as well as SURFboard  cable  modems,  will
continue to be based in San Diego, Ca.

The  General  Instrument  name was  chosen for its  strong  brand  equity in the
company's  cable and satellite TV businesses.  Last month,  GI announced that it
has separated its advanced  telephony business from its core cable and satellite
TV operations by placing Next Level  Communications in a new limited partnership
to maximize its growth potential.

General  Instrument  is the world  leader in analog  and  digital  systems  that
provide  video,  audio and  high-speed  Internet/data  services  over  cable and
satellite television networks. This past December, GI announced that major cable
operators  expect to  purchase  at least 15  million  of GI's  advanced  digital
set-top terminals over the next 3-5 years at an estimated value of $4.5 billion.
Last month, GI and Sony announced that they plan to form a strategic alliance to
jointly  develop  technologies  for digital cable TV devices and high definition
television products.

GI's cable and satellite TV operations  have  approximately  7,000 employees and
annual  sales of  approximately  $1.8  billion.  With the name change to General
Instrument  Corporation,  the  company's  ticker  symbol  on the New York  Stock
Exchange was changed this morning to GIC from NLV.


               Visit the General Instrument website at www.gi.com



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