UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
General Instrument Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
370121 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*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 ("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).
<PAGE>
CUSIP No. 370121 10 5 13G Page 2 of 8 Pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann Little & Co. Subordinated Debt & Equity 13-3475740
Management Buyout Partnership-IV
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
17,410,550**
6
SHARED VOTING POWER
None
7
SOLE DISPOSITIVE POWER
17,410,550**
8
SHARED DISPOSITIVE POWER
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,410,550**
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2%
12
TYPE OF REPORTING PERSON
PN
** Reflects a two-for-one split of the Common Stock on August 8,
1994 effected in the form of a 100% stock dividend
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 370121 10 5 13G Page 3 of 8 Pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Instrument Partners 13-3461498
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
19,784,150**
6
SHARED VOTING POWER
None
7
SOLE DISPOSITIVE POWER
19,784,150**
8
SHARED DISPOSITIVE POWER
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,784,150**
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.2%
12
TYPE OF REPORTING PERSON
PN
** Reflects a two-for-one split of the Common Stock on August 8,
1994 effected in the form of a 100% stock dividend
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
4 of 8 pages
This Amendment No. 2 amends the Schedule 13G filed on February 12,
1993, by Instrument Partners and Forstmann Little & Co.
Subordinated Debt & Equity Management Buyout Partnership-IV with
respect to the Common Stock of General Instrument Corporation, as
amended and restated by Amendment No. 1 thereto filed on February
14, 1994 (the "Schedule 13G"), as follows. Terms used but not
defined herein shall have the meaning set forth in the Schedule 13G.
(a) Item 4 is hereby amended and restated in its
entirety to read as follows:
Item 4. Ownership
The following information is as of December 31, 1994:
(1) Instrument Partners:
(a) Amount Beneficially Owned
Instrument Partners, a New York limited
partnership, directly owns 19,784,150 shares of Common
Stock. FLC XXII Partnership, a New York general
partnership having its principal business office at
the address set forth in response to Item 2(b) of this
statement, is the general partner of Instrument
Partners. TJ/JA L.P., a New York limited partnership
having its principal business office at the address
set forth in response to Item 2(b) of this statement,
and Nicholas C. Forstmann, Wm. Brian Little, John A.
Sprague, Steven B. Klinsky and Winston W. Hutchins,
each a United States citizen with his principal place
of business being at the address set forth in response
to Item 2(b) of this statement, are the general
partners of FLC XXII Partnership. Theodore J.
Forstmann, a United States citizen whose principal
place of business is at the address set forth in
response to Item 2(b) of this statement, is the
general partner of TJ/JA L.P. Accordingly, each of
such individuals and partnerships may be deemed to
share beneficial ownership of these shares of Common
Stock, but specifically disclaim any such beneficial
ownership pursuant to Rule 13d-4.
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5 of 8 pages
(b) Percent of Class.
The shares of Common Stock owned by Instrument
Partners represent approximately 16.2% of the Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
19,784,150.
(ii) shared power to vote or to direct the vote --
None.
(iii) sole power to dispose or to direct the
disposition of -- 19,784,150.
(iv) shared power to dispose or to direct the
disposition of -- None.
(2) MBO-IV:
(a) Amount Beneficially Owned
MBO-IV, a New York limited partnership, directly
owns 17,410,550 shares of Common Stock. FLC
Partnership, L.P. ("FLC") is the general partner of
MBO-IV and, accordingly, may be deemed to share
beneficial ownership of these shares of Common Stock,
but specifically disclaims any such beneficial
ownership pursuant to Rule 13d-4.
Theodore J. Forstmann, Nicholas C. Forstmann, Steven
B. Klinsky, Winston W. Hutchins, Sandra J. Horbach and
Daniel F. Akerson, each a United States citizen with
his or her principal place of business being at the
address set forth in response to Item 2(b) of this
statement (except for Mr. Akerson, whose principal
place of business is General Instrument Corporation,
181 West Madison Street, Chicago, Illionois 60602),
are the general partners of FLC. Under the terms of
the FLC partnership agreement, however, Mr. Akerson
and Ms. Horbach have no economic, voting, dispositive
or other beneficial ownership of any shares of Common
Stock of the Company owned by MBO-IV. Accordingly,
each of Messrs. Forstmann, Forstmann, Klinsky and
Hutchins may be deemed to share beneficial ownership of
<PAGE>
6 of 8 pages
these shares of Common Stock, but specifically
disclaim any such beneficial ownership pursuant to
Rule 13d-4.
(b) Percent of Class.
The shares of Common Stock owned by MBO-IV
represent approximately 14.2% of the Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
- -- 17,410,550.
(ii) shared power to vote or to direct the
vote -- None.
(iii) sole power to dispose or to direct the
disposition of -- 17,410,550.
(iv) shared power to dispose or to direct
the disposition of -- None.
Ownership of Five Percent or Less of a Class.
Not Applicable.
<PAGE>
7 of 8 pages
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct.
Date: February 10, 1995
Instrument Partners
By: FLC XXII Partnership,
General Partner
By: ___/s/Winston W. Hutchins___
Winston W. Hutchins
General Partner
Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-IV
By: FLC Partnership, L.P.,
General Partner
By: ___/s/Winston W. Hutchins___
Winston W. Hutchins
General Partner
