UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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General Instrument Corporation
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
370121 10 5
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(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 1 of 7 pages
<PAGE>
CUSIP No. 370121 10 5 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann Little & Co. Subordinated Debt & Equity
Management Buyout Partnership-IV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF 10,161,657
SHARES -----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH -----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 10,161,657
WITH -----------------------------------------
8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,161,657
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
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12 TYPE OF REPORTING PERSON
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 370121 10 5 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Instrument Partners
------------------------------------------------------------
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
------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 11,547,008
SHARES -----------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH -----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 11,547,008
WITH -----------------------------------------
8 SHARED DISPOSITIVE POWER
None
------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,547,008
------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
------------------------------------------------------------
12 TYPE OF REPORTING PERSON
PN
------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 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 and as amended by
Amendment No. 2 thereto filed on February 10, 1995 (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, 1995:
(1) Instrument Partners:
(a) Amount Beneficially Owned
Instrument Partners, a New York
limited partnership, directly owns
11,547,008 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.
Page 4 of 7
<PAGE>
(b) Percent of Class.
The shares of Common Stock owned by
Instrument Partners represent
approximately 9.2% of the Common Stock.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote --
11,547,008.
(ii) shared power to vote or to direct
the vote --
None.
(iii) sole power to dispose or to
direct the
disposition of -- 11,547,008.
(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 10,161,657
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, 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 these shares of
Common Stock, but specifically disclaim
any such beneficial ownership pursuant
to Rule 13d-4.
Page 5 of 7
<PAGE>
(b) Percent of Class.
The shares of Common Stock owned by
MBO-IV represent approximately 8.1% of
the Common Stock.
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct
the vote
-- 10,161,657.
(ii) shared power to vote or to direct
the
vote -- None.
(iii) sole power to dispose or to
direct the
disposition of -- 10,161,657.
(iv) shared power to dispose or to
direct
the disposition of -- None.
Page 6 of 7
<PAGE>
Signature
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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 12, 1996
Instrument Partners
By: FLC XXII Partnership,
General Partner
By: /s/ Winston W. Hutchins
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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
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Winston W. Hutchins,
General Partner
Page 7 of 7
