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OMB NUMBER 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Broadcom Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
11132010
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(CUSIP Number)
April 16, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 (the "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).
(Continued on following page(s))
Page 1 of 6 pages
<PAGE>
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CUSIP NO. 11132010 13G PAGE 2 OF 6 PAGES
- ----------------------------- --------------------------
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1 NAME OF REPORTING PERSON: General Instrument Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
36-4134221
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
2,250,000 shares of Class A Common Stock (see
response to Item 2(d))
NUMBER OF
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 2,250,000 shares of Class A Common Stock (see
response to Item 2(d))
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 shares of Class A Common Stock (see response to Item 2(d))
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% of the Class A Common Stock (see responses to Item 2(d) and
Item 4(b))
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2 of 6 pages
<PAGE>
ITEM 1.
(a) Name of Issuer: Broadcom Corporation
(b) Address of Issuer's Principal Executive
Offices: 16215 Alton Parkway
Irvine, California
92618
ITEM 2.
(a) Name of person filing: General Instrument Corporation
(b) Address of principal business office, or,
if none, residence: 101 Tournament Drive
Horsham, Pennsylvania
19044
(c) Citizenship: Delaware
(d) Title of class of securities: Class A Common Stock1
(e) CUSIP number: 11132010
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
None of the options apply. This Schedule 13G is being filed
pursuant to Rule 13d-1(c).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 2(d).
(a) Amount beneficially owned: 2,250,000
(b) Percent of class: 5.0%2
- --------------------
1 The securities that give rise to General Instrument Corporation's
reporting obligation are shares of Class B Common Stock, which are
convertible into Class A Common Stock on a share for share basis.
Pursuant to Rule 13(d)-3(d)(1)(i), such shares of Class B Common Stock
shall be deemed to be outstanding shares of Class A Common Stock for
the purpose of computing the percentage of outstanding securities of
Class A Common Stock deemed beneficially owned by the person filing
this report.
2 The actual percentage of Class A Common Stock owned by General
Instrument Corporation is 4.997%; however, the Schedule 13G
Instructions mandate that this percentage be rounded up to 5%.
<PAGE>
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote
2,250,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
2,250,000
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICES OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
<PAGE>
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.
Date: February 4, 1999 GENERAL INSTRUMENT CORPORATION
By: /s/ Robert A. Scott
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Name: Robert A. Scott
Title: Senior Vice President,
General Counsel and Secretary
