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): January 29, 1996
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General Instrument Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-5442 13-3575653
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
8770 West Bryn Mawr Avenue, Chicago, Illinois 60631
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(Address of principal executive office) (Zip Code)
(312)-695-1000
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(Registrant's telephone number, including area code)
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Item 5 Other Events
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The Registrant hereby incorporates by reference the description of the matters
set forth in its press release dated January 29, 1996 (such press release being
Exhibit 99 attached hereto).
Item 7 Financial Statements and Exhibits
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(c) Exhibits
99 Registrant's press release dated January 29, 1996
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
By: /s/ Paul J. Berzenski
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Paul J. Berzenski
Vice President and Controller
DATE: January 29, 1996
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EXHIBIT INDEX
Sequential
Page
No. Exhibits No.
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99 The Registrant's press release dated 4
January 29, 1996
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EXHIBIT 99
CONTACT:
Susan Radd
Edelman Worldwide
312-240-2686
PRIMESTAR TO EXPAND USE OF GENERAL INSTRUMENT'S
DIGICIPHER(R) I TECHNOLOGY; TRANSITION TO
DIGICIPHER II DEFERRED
CHICAGO, ILLINOIS -- (January 29, 1996) -- General Instrument Corporation (NYSE:
GIC) announced today that PRIMESTAR Partners, a leading provider of
direct-to-home satellite television programming, will defer its transition to
General Instrument's DigiCipher(R) II/MPEG-2 digital transmission system.
PRIMESTAR instead will expand its use of GI's DigiCipher I technology and
expects to purchase more than 1 million additional DigiCipher I digital consumer
satellite receivers from General Instrument in 1996.
GI has already delivered approximately 1.5 million DigiCipher I receivers to
PRIMESTAR, and PRIMESTAR recently celebrated its one-millionth customer.
DigiCipher II/MPEG-2 is General Instrument's second generation end-to-end
digital television system, which incorporates the Moving Picture Experts Group 2
(MPEG-2) international standard for digital compression and transport. General
Instrument expects to begin delivery in 1996 of DigiCipher II/MPEG-2 digital
cable television terminals to its customers, including Tele-Communications,
Inc., a leading telecommunications provider in the United States.
PRIMESTAR has informed General Instrument that, although it has deferred
purchasing DigiCipher II/MPEG-2 receivers and adding DigiCipher II/MPEG-2
upgrade modules to its installed base of DigiCipher I receivers, it remains
fully committed to General Instrument's digital technology. General Instrument
had anticipated delivering DigiCipher II/MPEG-2 upgrade modules for existing
receivers in use by PRIMESTAR customers in 1996. All of the DigiCipher I
consumer receivers that GI supplies to PRIMESTAR are designed to accept an
upgrade module, allowing the receivers to be easily upgraded to GI's DigiCipher
II/MPEG-2 system.
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General Instrument said that PRIMESTAR's equipment plans will have no material
effect on GI's fourth quarter and full year 1995 earnings, which will be
announced February 6. However, General Instrument's 1996 revenues are expected
to be reduced by approximately $500 million, with a resulting decrease in 1996
net income of approximately $20 million to $25 million. To support its ongoing
rollout plans, General Instrument is continuing its DigiCipher II/MPEG-2 product
development efforts at current levels.
"PRIMESTAR has a long-term commitment to digital television, but we are focusing
our capital spending in 1996 on rapidly expanding our customer base rather than
on further enhancing an already superior service offering," said James L. Gray,
Chairman and CEO of PRIMESTAR. "At the same time, we are continuing our
development effort with General Instrument on DigiCipher II/MPEG-2. We could not
have reached the milestone of one million customers without the support of
General Instrument, our technology and equipment partner, which launched with us
the country's first consumer digital TV system in the summer of 1994."
"The consumer response to our product has been tremendous," continued Gray.
"Consumer surveys show that we have achieved 95% customer satisfaction, with 80%
of our business coming from word of mouth referrals. As a result, over the
course of the last year, PRIMESTAR has placed huge demands upon General
Instrument, and GI has consistently responded to our needs and tremendous
consumer demand for our product."
"General Instrument is proud of our role in PRIMESTAR's success in the
direct-to-home satellite programming market," said Richard S. Friedland,
Chairman and CEO of General Instrument. "We will support PRIMESTAR's future
growth with the products and technology that will best serve PRIMESTAR in
meeting its business objectives. We are also pleased that many cable and
satellite television providers both in North America and overseas are deploying
our state-of-the-art DigiCipher II/MPEG-2 system in 1996."
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"TCI is firmly committed to DigiCipher II/MPEG-2 technology," said Tom Elliot,
Senior Vice President of Technical Services for TCI Cable Management
Corporation. "We are excited to be leading the cable television industry into
the digital era, enabling our customers to receive the greatly expanded program
choices, superior quality video and audio, and enhanced services delivered by
General Instrument's end-to-end digital television system."
DigiCipher I satellite systems have been in use since 1993, and GI's customers
have now established the capacity for more than 480 digital video channels on
more than 150 DigiCipher I systems around the globe.
General Instrument Corporation, headquartered in Chicago, is a world leader in
developing technology, systems and product solutions for the interactive
delivery of video, voice and data.
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