<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
General Instrument Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
370121105
(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).
(Continued on following page(s))
Page 1 of 10 Pages
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______________________________________________________________
13G
CUSIP NO.370121105 PAGE 2 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER GROUP, INC.
I.R.S. NO. 13-3331657
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 13,645,482
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 13,645,482
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,645,482
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.97%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
PAGE
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______________________________________________________________
13G
CUSIP NO.370121105 PAGE 3 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER CAPITAL
I.R.S. NO. 13-3413767
_____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 13,597,050
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 13,597,050
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,597,050
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.93%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
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Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this Statement X
Item 1(b) Name of Issuer: General Instrument Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
8770 West Bryn Mawr Avenue, Chicago, IL 60631
Item 2(a) Name of Person Filing:
Oppenheimer Group, Inc.
Item 2(b) Address of Principal Business Office:
Oppenheimer Tower, World Financial Center
New York, New York 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: 370121105
Item 3(g) ____X____ Parent Holding Company, in accordance with
Section 240.13d - 1(b)(1)(ii)(G)
See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
Oppenheimer Group, Inc. -13,645,482*
Item 4(b) Percent of Class:
Oppenheimer Group, Inc. - 9.97% *
* Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.
PAGE
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Page 5 of 10 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
Oppenheimer Group, Inc. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
Oppenheimer Group, Inc. -13,645,482 *
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 13,645,482*
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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: January 21, 1997
Signature: By: /s/ Robert I. Kleinberg
Name/Title: Robert I. Kleinberg, Vice President/Secretary
* Includes amount beneficially owned by Oppenheimer Capital as
disclosed on Page 3 hereof.
PAGE
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Page 6 of 10 Pages
EXHIBIT A
The Managing General Partner of Oppenheimer Capital, a registered
investment adviser, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Capital to direct the
use of dividends or proceeds of sale of more than five (5%) percent of
such securities as disclosed on Page 3 hereof. The Board of Directors,
certain officers and other employees of Oppenheimer & Co., Inc., a
registered broker-dealer, have the power to direct the use of dividends or
proceeds of sale of less than five (5%) percent of these securities.
MIK8-exhibit.A/2
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Page 7 of 10 Pages
EXHIBIT I
Oppenheimer Group, Inc. ("Group") is a holding and service company owning,
directly or indirectly, a variety of companies engaged in the securities
business, including the companies identified on the exhibit to this
Schedule 13G. 70.78% of the issued and outstanding common stock of Group
is owned by Oppenheimer & Co., L.P. ("Oppenheimer LP") a Delaware limited
partnership formed by the management of Oppenheimer. The general and
limited partnership interests in Oppenheimer LP are owned by officers and
employees of Oppenheimer & Co., Inc., an indirect wholly-owned subsidiary
of Oppenheimer LP. 29.22% of Group's capital stock has been issued to
certain Oppenheimer LP warrantholders upon presentation for exercise of
warrants issued to various investors in Oppenheimer LP's 1986 Private
Placement.
This Schedule 13G is being filed by Group as a parent holding company
pursuant to the provisions of Rule 13d-1(b)(2) on behalf of Oppenheimer LP
and Group's subsidiary companies and/or certain investment advisory
clients or discretionary accounts of such subsidiaries named herein to
report their collective beneficial ownership of 13,645,482 Common Stock of
the Issuer aggregating more than five (5%) percent of such 136,913,000
shares outstanding. Management of the affairs of Group's subsidiaries and
of certain investment advisory clients, including decisions respecting
disposition and/or voting of the shares of Common Stock of the Issuer,
resides in the respective officers and directors of such companies and is
not directed by Group or Oppenheimer LP.
PAGE
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Page 8 of 10 Pages
Accordingly, the filing of this Schedule 13G by Group is not intended as,
and should not be deemed, an acknowledgement of beneficial ownership or
shared voting or dispositive power by Group, Oppenheimer LP or any such
intermediary company of the shares of Common Stock of the Issuer owned by
such subsidiaries or investment advisory clients, or by any such
subsidiary of shares of Common Stock of the Issuer owned by any other such
subsidiary, such beneficial ownership or attribution or shared voting or
dispositive power being disclaimed.
MIK8-EXHIBITO.I95
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Page 9 of 10 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of Oppenheimer Financial Corp.,
Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which would be
classified as Item 3(g), Oppenheimer & Co., Inc. which would be classified as
Item 3(a), and Oppenheimer Capital and OpCap Advisors which would be classified
as Item 3(e).
MIK8-EX-IIB
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Page 10 of 10 Pages
EXHIBIT III
The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
relating to the common stock of General Instrument Corp. is filed on
behalf of the undersigned.
DATED: January 21, 1997
OPPENHEIMER CAPITAL
By: /s/ Robert I. Kleinberg
Robert I. Kleinberg
Vice President & Secretary of
Oppenheimer Financial Corp.,
The Managing General Partner.
GEN-INST.197
