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): September 15, 1999
GENERAL INSTRUMENT CORPORATION
(Exact Name of registrant specified in its charter)
Delaware 001-12925 36-4134221
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
101 Tournament Drive
Horsham, PA 19044
(Address of principal executive offices)
Registrant's telephone number: (215) 323-1000
<PAGE>
Item 5. Other Events
Filed as exhibits to this Form 8-K are certain Slide
Presentation Materials used by General Instrument Corporation's
management in several investor conferences that were held on September
15, 1999 and September 16, 1999 following the announcement of the signing
of an Agreement and Plan of Merger with Motorola, Inc. and its wholly-
owned subsidiary, Lucerne Acquisition Corp.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Certain Slide Presentation Materials used by
General Instrument Corporation's management in
several investor conferences that were held on
September 15, 1999 and September 16, 1999.
-2-
<PAGE>
SIGNATURES
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
(Registrant)
By: /s/ Robert A. Scott
---------------------------------
Name: Robert A. Scott
Title: Senior Vice President, General
Counsel and Secretary
Date: September 23, 1999
-3-
Exhibit 99.1
General Instrument and
Motorola to Merge
(cover page)
<PAGE>
The information set forth in this presentation contains "forward-looking
information" within the meaning of the Private Securities Litigation
Reform Act of 1995, and, accordingly, the cautionary statements contained
in Exhibit 99, under the caption "Forward-Looking Information" in General
Instrument Corporation's Quarterly Report on Form 10-Q for the period
ended June 30, 1999, are incorporated herein by reference. Actual
results might differ materially from the "forward-looking information" in
this presentation.
In addition, the forward-looking statements about the proposed merger
involve risks and uncertainties. The factors below are among some of the
factors that could cause actual results of Motorola, General Instrument
or the combined entities to differ materially from those in the
forward-looking statements: the failure of the merger to be consummated;
the ability of the companies to successfully integrate General
Instrument's business and capitalize on the combined technologies; the
availability of the favorable tax treatment and accounting treatment for
the merger; and those factors in the companies' reports filed with the
Securities and Exchange Commission.
<PAGE>
GI and Motorola to Merge
Highlights
- Each GI share converted into 0.575 shares of Motorola
common stock
- Merger intended to qualify as tax-free reorganization and
pooling of interests transaction
- Motorola committed to completing NLC IPO
- Required vote
- GI shareholders
- Motorola shareholders (if required by NYSE)
<PAGE>
GI and Motorola to Merge
Outline
- Vision
- General Instrument Overview
- Strong Execution
- Market Dynamics
- The Motorola / GI 'EDGE'
<PAGE>
The Motorola / GI 'EDGE'
GI and Motorola to Merge
- Integrated video, voice & data communications solutions
-World leader in interactive digital cable
-World leader in high-speed data networking
-Broadband telephony networks: packet and circuit
- Global reach
- Powerful brand
- Edge innovations in the converged broadband network
-At the Headend and in the Home!
- Hybrid Fiber Coax, Wireless, Satellite and Internet media
- Systems, software and silicon to consumer platforms
-High volumes, low costs
- Deep engineering, integration and customer service force
<PAGE>
The Motorola / GI 'EDGE'
Leadership in High Speed Data Solutions
- Motorola offers Cable Labs certified Cable Modem
Termination System
- GI's second generation DOCSIS-compliant modem (SB3100) now
in production
- Motorola has shipped more than 800,000 cable modems
worldwide
- GI Shipped 30,000 DOCSIS-compliant modems in Q2'99
- GI's Second generation dual RF/phone DOCSIS modem (SB3100D)
production expected to begin in October
- @Home extended level 2 approval to GI's SB3100 in August
[LOGO]
<PAGE>
The Motorola / GI 'EDGE'
Carrier-Quality Voice Services
- Significant new growth opportunity
- IP Telephony expected to provide carrier-quality, cost
effective solutions beginning mid 2000
- GI has provided development expertise and product for AT&T
testing of broadband VoIP
- Motorola has shipped 250,000 circuit switched subscriber
lines to date
- Tracking to schedule
-Demonstration at 1999 National Cable Television
Association show
-Initial field trials planned for 4Q99
-Lab trials for AT&T in 4Q99
-Volume production expected 2Q00
<PAGE>
The Motorola / GI 'EDGE'
Opportunities for Additional Synergies
Operational Efficiencies Brand/Market Positions
- ------------------------ ----------------------
Purchasing consolidation Circuit switched telephony
Manufacturing rationalization Voice over IP
Logistics Home networking
Product development Cellular equipment
NLC VDSL technology
Combined Management
Team to Focus on
Delivering Additional
Synergy Opportunities
<PAGE>
The Motorola / GI 'EDGE'
The World of Wireless Internet and
Personal Networks
- 90 million wireless devices spanning
-cellular, paging, and two-way radio
- Strong wireless data experience
- Excellent opportunity to leverage HFC backbone for wireless
<PAGE>
The Motorola / GI 'EDGE'
Remarks from AT&T's Leo Hindery - 9/15/99
"Cable industry is committed to wide-scale deployment of broadband . . . this
merger delivers on that promise"
"Wireless access into the HFC infrastructure is a tremendous opportunity
for the consumer"
"As the industry consolidates, suppliers must also mature and consolidate
with us"
"Merger delivers the power of the Motorola brand and increased respect
within the household"
<PAGE>
The Motorola / GI 'EDGE'
Motorola
- World class consumer brand
- Global reach
- Scale and breadth
- Access to significant R&D resources
- Integrated Communications Solutions
-Embedded semiconductor solutions
-Networking and Internet access products
-Software enhanced telephony
-Communications products
General Instrument
- Leadership in end to end broadband networks
- Talent and experience of GI's management team
- Revenue growth and cost synergies
- Strong operating disciplines
- Solid balance sheet, no debt
<PAGE>
The Motorola / GI 'EDGE'
- This merger leverages strengths of both companies
- Integrates key technologies needed to bring converged
video, data and voice into the home
- Broadly expands Motorola's portfolio of network access
solutions and GI's global reach
Creating the world class
leader in video, data and voice
for the 21st Century
<PAGE>
GI and Motorola to Merge
Process to Complete Merger by Q1 2000
- Hart Scott Rodino filing with US Dept. of Justice
- File Proxy Statement - Prospectus with SEC
- Mail Proxy materials to Stockholders (following SEC
approval)
- Hold Stockholders meetings to approve merger (approx. 30 to
45 days after mailing materials)
- Merger closing (after stockholder approval)
