<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
GENERAL INSTRUMENT CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
Common Stock 370120 10 7
(CUSIP Number)
Charles Y. Tanabe, Senior Vice President and General Counsel,
Liberty Media Corporation
8101 East Prentice Avenue, Englewood, CO 80111 (303) 721-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 5, 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).
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Common Stock CUSIP No. 370120 10 7
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Liberty Media Corporation
(2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
(3) SEC Use Only
(4) Source of Funds
WC
(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 36,284,000 Shares of Common Stock*
Shares Bene-
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- (9) Sole Dispositive Power 36,284,000 Shares of Common Stock*
ing Person
With (10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
36,284,000 Shares of Common Stock*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)*
Approximately 20.5%
(14) Type of Reporting Person
CO
* Includes 4,928,000 shares of Common Stock issuable upon exercise of currently
vested Warrants beneficially owned by the Reporting Person. Excludes 16,428,000
shares of Common Stock issuable upon exercise of currently unvested Warrants
beneficially owned by the Reporting Person. Subject to the satisfaction of
certain conditions, Warrants may vest and become exercisable annually as of
December 31; therefore, the next opportunity for Warrants to vest will be
December 31, 1999. (See Item 6 hereof.)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
GENERAL INSTRUMENT CORPORATION
This Report on Schedule 13D/A (Amendment No. 1) relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of General Instrument
Corporation, a Delaware corporation (the "Company"). This Report is being filed
by Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"). This Report supplements and amends the Schedule 13D filed
by the Reporting Person on March 30, 1999 relating to the Common Stock of the
Company (the "Prior Schedule 13D"). Capitalized terms used in this Report but
not otherwise defined in this Amendment No. 1 have the meanings given to such
terms in the Prior Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented and amended to include the following
information:
The Reporting Person currently beneficially owns a total of 36,284,000
shares of Common Stock.
Pursuant to the terms of the Stock Purchase Agreement, dated as of April 2,
1999 (the "Stock Purchase Agreement"), among Forstmann Little & Co. Subordinated
Debt and Equity Management Buyout Partnership-IV, a New York limited partnership
("MBO-IV"), Instrument Partners, a New York limited partnership ("Instrument
Partners"), and Liberty, on April 5, 1999, the Reporting Person purchased an
aggregate of ten million (10,000,000) shares (the "Purchased Shares") of Common
Stock from MBO-IV and Instrument Partners (comprised of four million six hundred
eighty thousand nine hundred twenty two (4,680,922) shares of Common Stock from
MBO-IV and five million three hundred nineteen thousand seventy eight
(5,319,078) shares of Common Stock from Instrument Partners), for an aggregate
cash purchase price of $280,000,000.
The foregoing summary of the terms of the Stock Purchase Agreement is
qualified in its entirety by reference to the text of the Stock Purchase
Agreement, a copy of which is attached as Exhibit 7(g) hereto.
Page 3 of 8
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ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended to include the following
information:
Pursuant to the Stock Purchase Agreement, each of MBO-IV and Instrument
Partners granted to Liberty a proxy to vote its respective portion of the
Purchased Shares at the Company's 1999 Annual Meeting of Shareholders, the
record date for which was March 31, 1999.
The information set forth in Item 6 of this Amendment No. 1 is hereby
incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby supplemented and amended to include the following
information:
The Reporting Person currently beneficially owns 36,284,000 shares of
Common Stock. The 36,284,000 shares of Common Stock beneficially owned
by the Reporting Person represent approximately 20.5% of the
outstanding shares of Common Stock. The foregoing percentage is based
upon 177,169,921 shares of Common Stock outstanding as of March 31,
1999 (which information was supplied to the Reporting Person by the
Company), as adjusted to reflect (x) a reduction in the number of
outstanding shares resulting from the Company's purchase of 5,300,000
shares of Common Stock from MBO-IV and Instrument Partners on April 5,
1999, and (y) the assumed issuance of 4,928,000 shares of Common Stock
to the Reporting Person upon the exercise of currently vested and
exercisable Warrants.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby supplemented and amended to include the following
information:
Liberty's acquisition of the Purchased Shares was consummated on April 5,
1999 contemporaneously with the sale of 5,300,000 shares of Common Stock to the
Company. Liberty waived its right of first refusal under the
letter agreement, dated August 1, 1998, among Liberty, as assignee of TCI
Ventures Group, LLC, MBO-IV, Instrument Partners and the other parties thereto
("Letter Agreement"), with respect to the sale of shares to the Company and the
sale on the market of at least 4,000,000 shares of Common Stock pursuant to Rule
144, promulgated under the Securities Act of 1933, as amended.
In addition to the foregoing, the Stock Purchase Agreement provides that
neither MBO-IV nor Instrument Partners will sell any of the shares of Common
Stock it owns during the 90 day period following the closing under the Stock
Purchase Agreement, other than in a Block Sale Transaction (as defined in the
Stock Purchase Agreement) at a price per share not less than $28 per share. The
Stock Purchase Agreement further provides that any proposed sales of shares of
Common Stock by either MBO-IV or Instrument Partners, other than in Block Sale
Transactions taking place prior to the expiration of such 90 day period and
certain open market sales at
Page 4 of 8
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a price per share of $28 or more taking place after such 90 day period, will be
subject to Liberty's right of first refusal pursuant to the Letter Agreement.
Pursuant to the terms of the Stock Purchase Agreement, MBO-IV and
Instrument Partners assigned to the Reporting Person certain of their rights
under their existing Registration Rights Agreement with the Company, dated as of
April 6, 1992 (the "Registration Rights Agreement"), and the related letter
agreement, dated July 25, 1997, among NextLevel Systems, Inc., MBO-IV and
Instrument Partners (the "NextLevel Letter"), with respect to the Purchased
Shares. As a result, Liberty will be entitled to two (2) demand registration
rights under the Registration Rights Agreement. Upon the withdrawal of a
registration statement previously filed by the Company in connection with an
exercise by MBO-IV and Instrument Partners of their demand registration rights
under the Registration Rights Agreement, MBO-IV and Instrument Partners will be
entitled to one (1) such demand registration right until such time as they cease
to own any Registrable Securities (as defined in the Registration Rights
Agreement), at which time Liberty will become entitled to such demand
registration right.
The foregoing summary of the terms of each of the Stock Purchase Agreement,
the Letter Agreement, the Registration Rights Agreement and the NextLevel Letter
is qualified in its entirety by reference to the text of each such document,
each of which is filed or incorporated by reference as an exhibit to this
Amendment No. 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented and amended to include the following
information:
(c) Letter Agreement, dated August 1, 1998, among Instrument Partners, MBO-
IV, the Company, TCIV and TCI (incorporated by reference to Exhibit
7(c) to Amendment No. 1, filed September 9, 1998, to the Report on
Schedule 13D of TCI (originally filed on July 27, 1998)).
(g) Stock Purchase Agreement, dated April 2, 1999, among MBO-IV, Instrument
Partners and Liberty.
(h) Proxy from MBO-IV to vote its portion of the Purchased Shares at the
Company's 1999 Annual Meeting of Shareholders, the record date for
which was March 31, 1999.
(i) Proxy from Instrument Partners to vote its portion of the Purchased
Shares at the Company's 1999 Annual Meeting of Shareholders, the record
date for which was March 31, 1999.
(j) Registration Rights Agreement, dated as of April 6, 1992, among the
Company, GI Corporation, MBO-IV and Instrument Partners (incorporated
by reference to Exhibit 2 to the Report on Schedule 13D of MBO-IV and
Instrument Partners, filed July 31, 1997).
Page 5 of 8
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(k) Letter Agreement, dated July 25, 1997, among NextLevel Systems, Inc.,
MBO-IV and Instrument Partners (incorporated by reference to Exhibit 1
to the Report on Schedule 13D of MBO-IV and Instrument Partners, filed
July 31, 1997).
[SIGNATURE ON NEXT PAGE]
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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: April 5, 1999 LIBERTY MEDIA CORPORATION
By:/s/ Charles Y. Tanabe
---------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President and General
Counsel
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EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
7(c) Letter Agreement, dated August 1, 1998, among Instrument
Partners, MBO-IV, the Company, TCIV and TCI (incorporated by
reference to Exhibit 7(c) to Amendment No. 1, filed
September 9, 1998, to the Report on Schedule 13D of TCI
(originally filed on July 27, 1998)).
7(g) Stock Purchase Agreement, dated April 2, 1999, among MBO-IV,
Instrument Partners and Liberty.
7(h) Proxy from MBO-IV to vote its portion of the Purchased
Shares at the Company's 1999 Annual Meeting of Shareholders,
the record date for which was March 31, 1999.
7(i) Proxy from Instrument Partners to vote its portion of the
Purchased Shares at the Company's 1999 Annual Meeting of
Shareholders, the record date for which was March 31, 1999.
7(j) Registration Rights Agreement, dated as of April 6, 1992,
among the Company, GI Corporation, MBO-IV and Instrument
Partners (incorporated by reference to Exhibit 2 to the
Report on Schedule 13D of MBO-IV and Instrument Partners,
filed July 31, 1997).
7(k) Letter Agreement, dated July 25, 1997, among NextLevel
Systems, Inc., MBO-IV and Instrument Partners (incorporated
by reference to Exhibit 1 to the Report on Schedule 13D of
MBO-IV and Instrument Partners, filed July 31, 1997).
page 8 of 8
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EXHIBIT 7(g)
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT, dated as of April 2, 1999, among Forstmann
Little & Co. Subordinated Debt and Equity Management Buyout Partnership-IV, a
New York limited partnership ("MBO-IV"), Instrument Partners, a New York limited
partnership ("IP" and collectively with MBO-IV, "FLC"), and Liberty Media
Corporation, a Delaware corporation ("Liberty").
RECITALS
WHEREAS, MBO-IV is the owner of 10,161,657 shares of the common stock,
par value $0.01 per share (the "Company Common Stock"), of General Instrument
Corporation, a Delaware corporation (the "Company"), and IP is the owner of
11,547,008 shares of Company Common Stock;
WHEREAS, MBO-IV and IP desire to sell, and Liberty desires to
purchase, an aggregate of ten million (10,000,000) shares of Company Common
Stock (comprised of 5,319,078 shares from IP and 4,680,922 shares from MBO-IV)
at a price per share of $28.00, all subject to the terms and conditions set
forth herein; and
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, MBO-IV and IP are entering into an agreement with the Company (the
"Company Purchase Agreement") to sell to the Company an aggregate of five
million three hundred thousand (5,300,000) shares of Company Common Stock.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein, and upon the terms and subject to the conditions hereof, the
parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE
(a) Purchase Price, Payment.
(i) Subject to the terms and conditions contained herein, FLC hereby
agrees to sell, transfer and assign to Liberty and Liberty hereby agrees to
purchase, acquire and accept from FLC, ten million (10,000,000) shares of
Company Common Stock (the "Purchased Shares"). The aggregate purchase price for
the Purchased Shares will be $280,000,000 (the "Purchase Price"). The number of
Purchased Shares shall be appropriately adjusted to reflect the effects of any
stock split, reverse split, stock dividend or other reclassification or
reorganization affecting the capital stock of the Company, the record date for
which occurs on or after the date hereof and prior to the Closing (as defined
below).
(ii) The closing of the purchase and sale of the Purchased Shares (the
"Closing") shall be held at the offices of Fried, Frank, Harris Shriver &
Jacobson, One New York Plaza, New York, New York, or at such
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other place as FLC and Liberty may mutually agree, at 9:00 a.m. (New York City
time), on April 5, 1999 or as soon thereafter as practicable after all
conditions to Closing have been satisfied or waived. (The date on which the
Closing occurs is referred to as the "Closing Date".)
(iii) On the Closing Date, each of MBO-IV and IP shall deliver to
Liberty such instruments of transfer, in form and substance reasonably
satisfactory to Liberty, as shall be sufficient to transfer the Purchased Shares
to Liberty, and in exchange therefor (and upon receipt of confirmation from the
Transfer Agent (as defined below) of its receipt of the instruments of transfer
to be delivered to it) Liberty shall pay to MBO-IV and IP by wire transfer of
immediately available funds to the respective accounts previously designated by
MBO-IV and IP the aggregate Purchase Price.
(b) Representations of FLC. Each of MBO-IV and IP represents and warrants
to Liberty that:
(i) It is a duly organized limited partnership, validly existing and
in good standing under the laws of the State of New York.
(ii) It has all necessary power and authority to execute and deliver
this Agreement, to perform its obligations hereunder, and to consummate the
transactions contemplated hereby; the execution and delivery of this Agreement
by it and the consummation by it of the transactions contemplated hereby have
been duly and validly authorized by all necessary partnership action, and no
other proceedings on its part are necessary to authorize the execution and
delivery of this Agreement by it or to consummate the transactions contemplated
hereby.
(iii) It is the owner of 10,161,657 shares of Company Common Stock (in
the case of MBO-IV) and 11,547,008 shares of Company Common Stock (in the case
of IP).
(iv) Except for Liberty's rights under the Letter Agreement (as
defined below), MBO-IV and IP own the Purchased Shares free and clear of all
security interests, claims, liens and encumbrances of any nature, including, but
not limited to, any rights of third parties in or to the Purchased Shares.
(v) This Agreement has been duly and validly executed and delivered by
it and, assuming the due execution and delivery hereof by Liberty, this
Agreement is its valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and by general principles of equity.
(vi) Immediately after the sale, transfer and assignment thereof at
the Closing, Liberty will have good title to the Purchased Shares free and clear
of all security interests, claims, liens and encumbrances of any nature (other
than any arising pursuant to this Agreement or under state or federal securities
laws or created by Liberty).
<PAGE>
(vii) Each of the Registration Rights Agreement, dated as of April 6,
1992, among MBO-IV, IP, General Instrument Corporation, a Delaware corporation
(the former parent company of the Company), and GI Corporation, a Delaware
corporation, and the letter agreement dated July 25, 1997 between the Company,
MBO-IV and IP (the "Registration Rights Agreement"), has been duly executed and
delivered by MBO-IV and IP, and is a valid and binding obligation of each such
party, enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors generally
and by general principles of equity.
(viii) The assignment by MBO-IV and IP of certain of their rights,
benefits and obligations under the Registration Rights Agreement pursuant to
Section 2 hereof will vest in Liberty such rights, benefits and obligations
under the Registration Rights Agreement as are specified herein.
(ix) Other than pursuant to this Agreement, the Letter Agreement, the
Company Purchase Agreement and the Rule 144 Sale Arrangements (as defined
below), (A) it has no legal obligation, absolute or contingent to sell shares of
Company Common Stock to any person, and (B) no third party holds any option,
warrant or other right to acquire shares of Company Common Stock from it.
(x) There is no action, suit, investigation or proceeding,
governmental or otherwise, pending or, to the best of its knowledge threatened,
against it specifically relating to the transactions contemplated by this
Agreement, nor is there any basis therefor known to it.
(xi) Assuming that the Purchased Shares are sold to Liberty in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), and from qualification or registration under
applicable state securities laws, (i) no consent, approval or authorization of,
nor any registration, qualification or filing with, any governmental agency or
authority or any other person is required on its part in order for it to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby and (ii) the execution and delivery of this Agreement by it and the
consummation of the transactions contemplated hereby will not conflict with or
result in a material breach or violation of, or accelerate the maturity or the
date upon which performance must be commenced or completed under, any material
agreement to which it is a party.
(xii)It (A) has duly executed and delivered the Company Purchase
Agreement pursuant to which the Company has agreed, on the terms and subject to
the conditions therein, to purchase five million three hundred thousand
(5,300,000) shares of Company Common Stock from FLC at a purchase price of
$28.00 per share; and (B) has delivered a true and correct copy of such
agreement to Liberty.
(c) Representations of Liberty. Liberty represents and warrants to each of
MBO-IV and IP that:
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(i) Liberty is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(ii) Liberty has all necessary corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby; and the execution and delivery
of this Agreement by Liberty, and the consummation by Liberty of the
transactions contemplated hereby, have been duly and validly authorized by all
necessary corporate action on the part of Liberty, and no other corporate
proceedings on the party of Liberty are necessary to authorize this Agreement or
to consummate the transactions contemplated hereby.
(iii) This Agreement has been duly and validly executed and delivered
by Liberty, and, assuming the due execution and delivery thereof by each of
MBO-IV and IP, is a valid and binding obligation of Liberty enforceable against
Liberty in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the rights of creditors generally and by general principles of
equity.
(iv) There is no action, suit, investigation or proceeding,
governmental or otherwise, pending or, to the best of Liberty's knowledge
threatened, against Liberty specifically relating to the transactions
contemplated by this Agreement, nor is there any basis therefor known to
Liberty.
(v) Assuming that the Purchased Shares are acquired by Liberty in a
transaction exempt from registration under the Securities Act and from
qualification or registration under applicable state securities laws, (A) no
consent, approval or authorization of, nor any registration, qualification or
filing with, any governmental agency or authority or any other person is
required on the part of Liberty in order for Liberty to execute and deliver this
Agreement and for Liberty to purchase the Purchased Shares at the Closing; and
(B) the execution and delivery of this Agreement by Liberty and the purchase by
it of the Purchased Shares at the Closing will not conflict with or result in a
material breach or violation of, or accelerate the maturity or the date upon
which performance must be commenced or completed under, any material agreement
to which Liberty is a party.
(vi) Except as expressly set forth in this Agreement, Liberty is not
relying on any representations or warranties (whether written or oral) of FLC.
Liberty has consulted with its own advisors to the extent it deemed necessary
and has made its own investment decision based on its own judgment and upon any
advice from any such advisors.
(d) Investment Representations of Liberty. Liberty represents and warrants
to each of MBO-IV and IP that:
(i) Liberty understands that the Purchased Shares it is acquiring
pursuant to this Agreement are being offered and sold pursuant to an exemption
from registration and qualification based in part upon the representations of
Liberty contained herein and that any subsequent
<PAGE>
transfer or assignment of the Purchased Shares must be made pursuant to a
transaction which is exempt from registration under the Securities Act or
pursuant to an effective registration statement. Liberty is an institutional
accredited investor within the meaning of Section (a)(1), (2), (3), (7) or (8)
of Rule 501 of the Securities Act.
(ii) Liberty has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment contemplated by this Agreement; Liberty is able to bear the economic
risk of its investment in the Company.
(iii) Liberty is acquiring the Purchased Shares solely for its own
account for investment and not with a view toward resale, transfer, or
distribution thereof, nor with any present intention of distributing the
Purchased Shares. No other person has any right with respect to or interest in
the Purchased Shares to be acquired by Liberty, nor has Liberty agreed to give
any person any such interest or right in the future.
2. ASSIGNMENT
Pursuant to and in accordance with the terms and conditions of the
Registration Rights Agreement, and effective upon the consummation of the
transactions contemplated hereby, (a) each of MBO-IV and IP hereby assigns to
Liberty its rights, benefits and obligations with respect to the Purchased
Shares under the Registration Rights Agreement, and (b) Liberty hereby (i)
accepts and assumes such rights, benefits and obligations, and (ii) agrees to be
bound by the terms of the Registration Rights Agreement; provided, however, that
notwithstanding the foregoing, the parties acknowledge and agree that (x) upon
the withdrawal of the registration statement dated August 26, 1998, FLC shall be
entitled to utilize one of the registrations to which Liberty is entitled
pursuant to Section 2.1 of the Registration Rights Agreement until such time as
all Registrable Securities (as defined in the Registration Rights Agreement)
owned by FLC have been sold and (y) so long as it continues to own Registrable
Securities, FLC shall continue to be entitled to exercise its incidental
registration rights pursuant to Section 2.2 of the Registration Rights
Agreement.
3. DELIVERIES OF FLC AT CLOSING
At the Closing, FLC will deliver to Liberty: (i) a letter to ChaseMellon
Shareholder Services, L.L.C., as transfer agent for the Company Common Stock
(the "Transfer Agent"), instructing the Transfer Agent to transfer (by book
entry transfer) the Purchased Shares to an account designated by Liberty with
the Transfer Agent; and (ii) an irrevocable proxy (in the form of Exhibits A-1
and A-2 hereto, as applicable) executed by each of MBO-IV and IP, as the record
owner of the Purchased Shares, granting to Liberty the right to vote all of the
Purchased Shares at the Company's 1999 annual meeting of stockholders (the
record date for which was March 31, 1999).
4. DELIVERIES OF LIBERTY AT CLOSING
At the Closing, Liberty will deliver to FLC the Purchase Price by wire
<PAGE>
transfer of immediately available funds to the respective accounts previously
designated by FLC.
5. CONDITIONS TO CLOSING
(a) Conditions Precedent to the Obligations of FLC and Liberty. The
obligations of each of MBO-IV and IP, on the one hand, and Liberty, on the
other, to consummate the transactions contemplated by this Agreement are subject
to the satisfaction at or prior to the Closing Date of each of the following
conditions:
(i) Absence of Injunctions. No permanent or preliminary injunction or
restraining order or other order by any court or other governmental entity of
competent jurisdiction or other legal restraint or prohibition preventing
consummation of the transactions contemplated hereby as provided herein shall be
in effect.
(ii) No Proceedings or Adverse Enactments. There shall not have been
any action taken, or any statute, rule, regulation, order, judgment or decree
enacted, promulgated, entered, issued or enforced by any foreign or United
States federal, state or local governmental entity, and there shall be no
action, suit or proceeding pending or threatened which (i) makes the
transactions contemplated by this Agreement illegal or imposes, or is reasonably
likely to result in the imposition of, material damages or penalties in
connection therewith, or (ii) would, as of or after the Closing, impose material
limitations on the ability of Liberty effectively to exercise full rights of
ownership of the Purchased Shares (including the right to vote the Purchased
Shares on all matters properly presented to the stockholders of the Company).
(iii) Company Purchase Agreement. (a) All conditions to the
consummation of the transactions contemplated by the Company Purchase Agreement
shall have been satisfied or waived and the parties thereto shall be fully
prepared to consummate the transactions contemplated thereby; and (b) the
transactions contemplated by the Company Purchase Agreement are in the process
of being consummated contemporaneously with the consummation of the transactions
contemplated by this Agreement.
(iv) Rule 144 Sale. MBO-IV and IP shall have entered into an
arrangement (the "Rule 144 Sale Arrangements") with Goldman Sachs & Co. to sell
an aggregate of at least 4,000,000 shares of Company Common Stock (other than
the Purchased Shares and the shares of Company Common Stock subject to the
Company Purchase Agreement) under Rule 144 of the Securities Act, and Liberty
shall have received evidence of such arrangement reasonably satisfactory to it.
(b) Conditions Precedent to the Obligations of Liberty. The obligation of
Liberty to consummate the transactions contemplated by this Agreement is also
subject to the satisfaction, at or prior to the Closing Date, of each of the
following conditions, any or all of which may be waived in whole or in part by
Liberty, to the extent permitted by applicable law:
(i) Accuracy of Representations and Warranties. All representations
and warranties of MBO-IV and IP contained in this Agreement
<PAGE>
shall, if specifically qualified by materiality, be true and correct and, if not
so qualified, be true and correct in all material respects in each case as of
the date of this Agreement and on and as of the Closing Date, with the same
force and effect as though made on and as of the Closing Date, except for
changes expressly permitted or contemplated by this Agreement.
(ii) Performance of Agreements. Each of MBO-IV and IP shall have
performed in all material respects all obligations and agreements, and complied
in all material respects with all covenants and conditions, contained in this
Agreement to be performed or complied with by it prior to or on the Closing
Date.
(iii) No Material Adverse Change. Since the date hereof nothing shall
have occurred which, individually or in the aggregate, has had or, in the
reasonable judgment of Liberty, is reasonably likely to have, a material adverse
effect on the Company and its subsidiaries or their businesses, taken as a
whole.
(iv) Officer's Certificates. Liberty shall have received a
certificate, dated the Closing Date, signed by a general partner of each of
MBO-IV and IP (x) as to the satisfaction of the conditions set forth in clauses
(i) and (ii) of this Section 5(b) and clause (iii) of Section 5(a), and (y)
attaching thereto a true and correct copy of the Registration Rights Agreement.
(v) Company Deliveries. Liberty shall have received (A) a certificate
from an executive officer of the Company, dated the Closing Date as to the
matters referred to in subsection (b)(iii) of this Section 5, and (B) a letter
of the Company, dated the Closing Date and signed by an executive officer of the
Company, acknowledging, among other things, the assignment of rights to Liberty
under the Registration Rights Agreement (such letter to be in form and substance
reasonably acceptable to Liberty).
(vi) Withdrawal of Registration Statement. FLC shall have delivered a
letter to the Company requesting the Company to apply to the Securities and
Exchange Commission for withdrawal of the Registration Statement filed on August
26, 1998.
(vii) Other Deliveries. All other documents and instruments required
under this Agreement (including those required pursuant to Section 3) to have
been delivered by each of MBO-IV and IP to Liberty at or prior to the Closing or
as Liberty shall have reasonably requested shall have been delivered by each of
MBO-IV and IP.
(c) Conditions Precedent to the Obligations of FLC. The obligation of FLC
to consummate the transactions contemplated by this Agreement is also subject to
the satisfaction, at or prior to the Closing Date, of each of the following
conditions, any or all of which may be waived in whole or in part by FLC, to the
extent permitted by applicable law:
(i) Accuracy of Representations and Warranties. All representations
and warranties of Liberty contained in this Agreement shall, if specifically
qualified by materiality, be true and correct and,
<PAGE>
if not so qualified, be true and correct in all material respects in each case
as of the date of this Agreement and on and as of the Closing Date, with the
same force and effect as though made on and as of the Closing Date, except for
changes expressly permitted or contemplated by this Agreement.
(ii) Performance of Agreements. Liberty shall have performed in all
material respects all obligations and agreements, and complied in all material
respects with all covenants and conditions, contained in this Agreement to be
performed or complied with by them prior to or on the Closing Date.
(iii) Officer's Certificates. FLC shall have received a certificate of
Liberty dated the Closing Date, signed by an executive officer of Liberty, as to
the satisfaction of the conditions set forth in clauses (i) and (ii) above.
(iv) Other Deliveries. All other documents and instruments required
under this Agreement (including those required pursuant to Section 4) to have
been delivered by Liberty to FLC at or prior to the Closing, or as FLC shall
have reasonably requested shall have been delivered by Liberty.
6. TERMINATION
(a) Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing, (i) by
mutual written consent of Liberty and each of MBO-IV and IP; or (ii) by either
Liberty or FLC: (A) if the Closing shall not have occurred on or before 2:00
p.m. New York City time (in the case of a termination by FLC) or 5:00 p.m. New
York City time (in the case of a termination by Liberty) on April 5, 1999,
provided that the right to terminate this Agreement pursuant to this clause
(ii)(A) shall not be available to any party whose failure to perform any of its
obligations under this Agreement required to be performed by it at or prior to
the Closing has resulted in the failure of the Closing to occur before such
date, (B) if there has been a material breach by the other party of any of its
representations, warranties, covenants or agreements contained in this Agreement
and such breach shall not have been cured within five business days after
written notice thereof shall have been received by the party alleged to be in
breach or (C) if any court of competent jurisdiction or other competent
governmental entity shall have issued an order, decree or ruling or taken any
other action permanently restraining, enjoining or otherwise prohibiting any of
the transactions contemplated by this Agreement and such order, decree, ruling
or other action shall have become final and nonappealable.
(b) Effect of Termination. In the event of any termination of this
Agreement by Liberty or FLC pursuant to Section 6(a) hereof, this Agreement
forthwith shall become void, and there shall be no liability or obligation on
the part of any party hereto, except that nothing herein will relieve a party
from liability for any breach of this Agreement occurring prior to such
termination.
7. COVENANTS
<PAGE>
(a) Reasonable Efforts. Upon the terms and subject to the conditions
hereof, each of the parties hereto agrees to use its commercially reasonable
efforts to take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations or otherwise to consummate the transactions contemplated
hereby.
(b) Covenant of FLC. During the period from the date hereof to and
including the 90th day following the Closing (the "Lock-Up Period"), neither
MBO-IV nor IP will, without the prior written consent of Liberty, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of Company Common Stock, or any securities convertible into or exchangeable or
exercisable for Company Common Stock, or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Company Common Stock,
whether any such swap or transaction is to be settled by delivery of Company
Common Stock or other securities, in cash or otherwise; provided, however, that
the provisions of this Section 7(b) shall not be applicable to the sale of
shares of Company Common Stock pursuant to and in accordance with (A) the
Company Purchase Agreement, (B) the Rule 144 Sale Arrangements and (C) a Block
Sale Transaction (as defined below). "Block Sale Transaction" shall mean a sale
of not less than 200,000 shares of Company Common Stock in one transaction or a
series of transactions taking place on a single trading day (i) pursuant to a
sell order placed with a single brokerage firm, (ii) to a single market-maker or
(iii) to an institutional investor, in any case at a price per share (before
selling expenses) of not less than $28.
8. RIGHT OF FIRST REFUSAL
(a) Liberty, as assignee of TCI Ventures Group, LLC ("Ventures Group"),
hereby waives its right of first refusal under that certain letter agreement,
dated August 1, 1998 (the "Letter Agreement"), among MBO-IV, IP, Ventures Group
and the other parties thereto, with respect to the sale of shares of Company
Common Stock pursuant to and in accordance with (i) the Company Purchase
Agreement, (ii) the Rule 144 Sale Arrangements, (iii) any Block Sale Transaction
taking place prior to the conclusion of the Lock-Up Period and (iv) any Market
Sale (as defined below) consummated after the Lock-Up Period at a price per
share (before selling expenses) of $28.00 or more.
(b) Each of MBO-IV and IP hereby acknowledges and agrees that, except as
provided in subsection 8(a) above, Liberty's right of first refusal under the
Letter Agreement shall continue in effect with respect to all shares of Company
Common Stock owned by MBO-IV or IP following the Closing in accordance with the
terms thereof (including Section 3 thereof); provided, however, that the parties
agree that with respect to any open market sale of Company Common Stock proposed
to be made by FLC after the Closing at a price per share (before selling
expenses) of less than $28.00, the right of first refusal pursuant to the Letter
Agreement (if applicable) shall be effected as follows:
<PAGE>
(x) Each of MBO-IV and IP shall notify Liberty of its intention to
sell in a broker transaction on the New York Stock Exchange or to a
market-maker (a "Market Sale"); such notice (a "Sale Notice") shall specify
the number of shares of Company Common Stock proposed to be sold and shall
specify the price at which MBO-IV or IP is willing to sell; such Sale
Notice shall be in writing and shall be delivered to Liberty via telecopier
and shall constitute an offer by FLC to sell the number of shares specified
therein at the price specified therein;
(y) If Liberty delivers written notice (by telecopier) to MBO-IV or IP
(as applicable) within 24 hours of its receipt of the Sale Notice accepting
the offer set forth in the Sale Notice, Liberty shall be obligated to
thereafter purchase the shares of Company Common Stock specified in the
Sale Notice at the price specified therein, all in accordance with the
terms and procedures set forth in the Letter Agreement, except that the
closing thereunder shall take place on a mutually agreed date not later
than the sixth business day following Liberty's receipt of the Sale Notice;
and
(z) If Liberty does not deliver such notice within the time specified,
MBO-IV and IP shall be permitted to sell up to the aggregate number of
shares specified in the Sale Notice in open market transactions at a price
per share of Company Common Stock not less than that specified in the Sale
Notice during the period ending at the close of business on the fifth
trading day following the date of delivery of the Sale Notice.
9. MISCELLANEOUS
(a) Further Assurances. From and after the Closing Date, each of MBO-IV, IP
and Liberty shall, at any time and from time to time, make, execute and deliver,
or cause to be made, executed and delivered, such instruments, agreements,
consents and assurances and take or cause to be taken all such actions as may
reasonably be requested by the other party hereto to effect the purposes and
intent of this Agreement.
(b) Expenses. Except as otherwise provided herein, all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial
advisors and accountants, incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, whether or not the Closing shall occur.
(c) Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given on (i) the day on which
delivered personally or by telecopy (with prompt confirmation by mail) during a
business day to the appropriate location listed as the address below, (ii) three
business days after the posting thereof by United States registered or certified
first class mail, return receipt requested, with postage and fees prepaid or
(iii) one business day after deposit thereof for overnight delivery. Such
notices, requests, demands, waivers or other communications shall be addressed
as follows:
<PAGE>
(i) if to either MBO-IV or IP to:
c/o Forstmann Little & Co.
767 Fifth Avenue
New York, New York 10153
Attention: Winston W. Hutchins
Telecopy No.: (212) 759-9059
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10005
Attn: Aviva Diamant, Esq.
Telecopy No.: (212) 859-4000
(ii) if to Liberty to:
Liberty Media Corporation
8101 East Prentice Avenue
Englewood, Colorado 80111
Attn: Charles Y. Tanabe, Esq.
Telecopy No.: (303) 721-5443
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
Attn: Frederick H. McGrath, Esq.
Telecopy No.: (212) 705-5125
or to such other person or address as any party shall specify by notice in
writing to the other party.
(d) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings, oral and written, between the parties with
respect to the subject matter hereof.
(e) Amendment. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties.
(f) Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without regard to conflicts of
laws.
(g) Assignment. No party hereto (or any permitted assignee of such party's
rights or obligations hereunder) may assign its right or delegate its
obligations hereunder without the prior written consent of the other
<PAGE>
party hereto, except as otherwise permitted by and in accordance with the terms
hereof and except that Liberty may assign its rights hereunder to an entity
which is a wholly owned subsidiary of Liberty as of the Closing so long as the
representations and warranties made by Liberty herein are equally true as to
such subsidiary. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
(h) Certain Definitions. As used in this Agreement, the term "person" shall
mean and include any individual, partnership, joint venture, corporation, trust,
unincorporated organization or association or any other entity or association of
any kind and any authority, federal, state, local or foreign government, any
political subdivision of any thereof and any court, panel, judge, board, bureau,
commission, agency or other entity or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any
government.
(i) Counterparts. This Agreement may be executed in several counterparts
and as so executed shall constitute one agreement binding on the parties hereto.
(j) Severability. In the event that any part or parts of this Agreement
shall be held to be unenforceable to its or their full extent, then it is the
intention of the parties hereto that such part or parts shall be enforced to the
full extent permitted under the laws, and in any event, that all other parts of
this Agreement shall remain valid and fully enforceable as if the unenforceable
part or parts had never been a part hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first written above.
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-IV
By: FLC XXIX Partnership, L.P.,
General Partner
By: /s/ Steven B. Klinsky
-----------------------------
Name: Steven B. Klinsky
Title: General Partner
<PAGE>
INSTRUMENTS PARTNERS
By: FLC XXII Partnership, General
Partner
By: /s/ Steven B. Klinsky
-----------------------------
Name: Steven B. Klinsky
Title: General Partner
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
-----------------------------
Name: Robert R. Bennett
Title: President
<PAGE>
Exhibit 7(h)
IRREVOCABLE PROXY
FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS
OF GENERAL INSTRUMENT CORPORATION
---------------------------------
April 5, 1999
The undersigned hereby irrevocably grants to Liberty Media Corporation, its
attorneys and agents, with full power of substitution, the right to vote in its
sole discretion as proxy for the undersigned at the 1999 Annual Meeting
Stockholders of General Instrument Corporation (the "Company"), and at any
adjournments thereof, 4,680,922 shares (the "Shares") of common stock, par value
$0.01 per share, of the Company held of record by the undersigned on March 31,
1999, the record date for the 1999 Annual Meeting of Stockholders, and sold to
Liberty Media Corporation on the date hereof.
This proxy is coupled with an interest in the Shares and is irrevocable.
FORSTMANN LITTLE & CO.
SUBORDINATED DEBT AND EQUITY
MANAGEMENT BUYOUT
PARTNERSHIP-IV
By: FLC XXIX Partnership, L.P.,
General Partner
By: /s/ Steven B. Klinsky
--------------------------------
Name: Steven B. Klinsky
Title: General Partner
<PAGE>
Exhibit 7(i)
IRREVOCABLE PROXY
FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS
OF GENERAL INSTRUMENT CORPORATION
---------------------------------
April 5, 1999
The undersigned hereby irrevocably grants to Liberty Media Corporation, its
attorneys and agents with full power of substitution, the right to vote in its
sole discretion as proxy for the undersigned at the 1999 Annual Meeting of
Stockholders of General Instrument Corporation (the "Company"), and at any
adjournments thereof, 5,319,078 shares (the "Shares") of common stock, par value
$0.01 per share, of the Company held of record by the undersigned on March 31,
1999, the record date for the 1999 Annual Meeting of Stockholders, and sold to
Liberty Media Corporation on the date of hereof.
This proxy is coupled with an interest in the Shares and is irrevocable.
INSTRUMENT PARTNERS
By: FLC XXII Partnership,
General Partner
By: /s/ Steven B. Klinsky
--------------------------
Name: Steven B. Klinsky
Title: General Partner
