SCHEDULE 13e-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
MOTOROLA, INC.
(Name of Issuer)
MOTOROLA, INC.
(Name of Person(s) Filing Statement)
620076 AE 9
(CUSIP Number of Class of Securities)
James K. Markey
Senior Corporate Counsel
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, IL 60196
(708) 576-9564
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 10, 1994
(Date Tender Offer First Published, Sent or Given to Securities Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$138,574,072.47 $27,714.81
* The transaction valuation upon which the filing fee was based was
calculated as follows: The purchase price of the Liquid Yield Option (Trade
Mark Symbol Inserted Here) Notes due 2009, as described herein, is $411.99 per
$1,000 principal amount outstanding. As of August 5, 1994, there was
$336,353,000 in aggregate principal amount outstanding, resulting in an
aggregate purchase price of $138,574,072.47.
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $81,086
Form or Registration No.: S-3 Registration Statement (No. 33-30662)
Filing Party: Motorola, Inc.
Date Filed: August 28, 1989 (S-3)
ITEM 1. SECURITY AND ISSUER.
(a) The issuer is Motorola, Inc., a Delaware corporation (the "Company").
The address of the principal offices of the Company is 1303 East
Algonquin Road, Schaumburg, Illinois 60196.
(b) This statement relates to the Company's Liquid Yield Option Notes Due
2009 (the "Notes"). As of August 5, 1994, there were $336,353,000 in
aggregate principal amount of the Notes outstanding. The Notes are
convertible at any time, at the option of the holder of a Note, into
18.268 shares of the Company's common stock, $3 par value per share,
subject to adjustment for dilutive events such as stock dividends or
stock splits (the shares being herein referred to as the "Shares").
Pursuant to an Indenture, dated as of September 1, 1989 between the
Company and First National Bank of Chicago, pursuant to which the
Notes were issued (the "Indenture"), the holders of the Notes have the
rights to require the Company to purchase the Notes on September 7,
1994 (the "Purchase Date") for $411.99 per $1,000 principal amount of
Notes (the "Purchase Price"). The Company has the option to pay the
Purchase Price in cash, Extension Notes (as such term is defined in
the Indenture) or in Shares with a value equal to the Purchase Price.
The Company will notify holders of the Notes twenty (20) days prior to
the Purchase Date that, if any holders require the Company to purchase
any Notes, the Company will elect to pay the Purchase Price in cash.
As to any officer, director or affiliate of the Company who is the
holder of any Notes and who elects to require the Company to purchase
any or all of them on the Purchase Date, the Company will do so as
described above, pursuant to the terms of the Indenture.
The requirement to purchase the Notes terminates on September 7, 1994.
(c) Both the Notes and the Shares are traded on the New York Stock
Exchange (the "NYSE"). The high and low sales prices of the Notes, as
reported by the NYSE, for each quarterly period during the previous
two years is as follows:
NOTES
QUARTER ENDED HIGH LOW
09/30/92 $42.50 $36.875
12/31/92 $48.50 $39.75
03/31/93 $61.00 $46.00
06/30/93 $80.00 $67.50
09/30/93 $94.625 $76.50
12/31/93 $97.75 $78.50
03/31/94 $99.00 $79.50
06/30/94 $98.00 $75.50
(d) This Schedule 13E-4 is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) General corporate funds; no special fund-raising efforts will be
undertaken to finance the repurchase.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
The purpose of the tender offer is described in Item 1 above. Any Notes
that are purchased by the Company will be retired. There presently are no
plans which would relate to or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries with the exception of a previously-announced transaction
with Nextel Communications, Inc. related to the Company's specialized
mobile radio (SMR) business;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company including, but not limited to, any plans or proposals to
change the number or the term of directors, to fill any existing
vacancy on the board or to change any material term of the employment
contract of any executive officer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company;
(f) Any other material change in the Company's corporate structure or
business, including, if the Company is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote would be required by Section 13 of
the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of equity security of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the
Securities Exchange Act of 1934 (the "Act"); or
(j) The suspension of the issuer's obligation to file reports pursuant to
Section 15 (d) of the Act.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
During the past 40 business days, there have been no transactions in the
Notes effected by the Company or any of its directors or executive officers.
ITEM 5. CONTRACT, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
Except for the Indenture, there are no contracts, arrangements,
understandings, or relationships relating directly or indirectly, to the
tender offer (whether or not legally enforceable) between the Company (or any
director or executive officer of the Company) and any person with respect to
any securities of the Company, including, without limitation, any contract,
arrangement, understanding, or relationship concerning the transfer or the
voting of any of such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties or loans, guaranties against loss, or the giving or
withholding of proxies, consents or authorizations.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
There are not persons employed, retained or to be compensated by the
Company to make solicitations or recommendations in connection with the tender
offer. First National Bank of Chicago, however, is the trustee under the
Indenture and will be communicating with and providing notices to holders of
the Notes as required by the Indenture.
ITEM 7. FINANCIAL INFORMATION.
The Company does not believe that there is any additional information
that is material to a decision by a holder of a Note with respect to the
tender offer.
ITEM 8. ADDITIONAL INFORMATION.
The Company does not believe that there is any additional information
that is material to a decision by a holder of a Note with respect to the
tender offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(1) Notice to Securityholders.
(2) Indenture dated as of September 1, 1989 between the Company and First
National Bank of Chicago, as Trustee, relating to $1,150,000,000 in
principal amount of Liquid Yield Option Notes due 2009, filed as
Exhibit 4 (a) to Amendment No. 1 to the Company's Registration
Statement on Form S-3 filed with the Commission on August 29, 1989
(No. 33-3062), and incorporated herein by this reference.
(3) Final prospectus filed with the Commission on August 31, 1989 pursuant
to Rule 430A in connection with the Company's Registration Statement
on Form S-3 (No. 33-3062), and incorporated herein by this reference.
SIGNATURE
After due 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.
MOTOROLA, INC.
By:____/s/ Garth L. Milne______________
Its: Senior Vice President & Treasurer
Dated: August 10, 1994
EXHIBIT INDEX
(SCHEDULE 13e-4)
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
(1) Notice to Securityholders
(2) Indenture dated as of September 1, 1989 *
between the Company and First National Bank of
Chicago, as Trustee, relating to
$1,150,000,000 in principal amount of Liquid
Yield Option Notes due 2009
(3) Final prospectus filed with the Commission on *
August 31, 1989 pursuant to Rule 430A in
connection with the Company's Registration
Statement on Form S-3 (No. 33-3062)
* Incorporated by reference
EXHIBIT A
Notice to Holders of Motorola, Inc. Liquid Yield Option Notes
Due 2009 (Zero Coupon-Subordinated) (CUSIP No. 620076 AE 9) (the
"Notes") under that Indenture dated as of September 1, 1989 (the
"Indenture"), by and between Motorola, Inc. (the "Corporation") and
First National Bank of Chicago.
Dear LYONs Holder:
This notice is being sent to you pursuant to Section 3.08(f) of the
Indenture. Capitalized terms used in this Notice, unless otherwise defined
herein, shall have the meanings given such terms in the Indenture.
You may require the Corporation to purchase your Note(s), subject to
the terms and conditions of the Indenture, on September 7, 1994 (the "Purchase
Date"). Pursuant to the Indenture, the Corporation may elect to pay the
Purchase Price of any Notes in respect of which a Purchase Notice is given
through the payment of cash, the issuance of Extension Notes (as defined in
the Indenture) or the issuance of the Corporation's common stock, $3 par value
per share (the "Shares"). The Corporation intends to pay the Purchase Price
in cash.
If you elect to require the Corporation to repurchase your Notes(s),
you must do so by tendering a Purchase Notice and your Note(s) to the Paying
Agent, according to the terms of the Indenture, at the following address:
First National Bank of Chicago
Registered Bond Processing Unit
By hand delivery:
One North State Street, Ninth Floor
Chicago, Illinois 60602
By mail:
One North State Street, Suite 0124
Chicago, Illinois 60670
If you do not elect to require the Corporation to purchase your
Note(s), you will maintain the right to convert your Note(s) into Shares in
accordance with and subject to the terms of the Indenture and the Notes. The
Notes are currently convertible at the option of the Holder into Shares at the
rate of 18.268 Shares per $1,000 Principal Amount. If you desire to convert
your Notes, you may do so by tendering your Notes to the Conversion Agent
(and, if applicable, withdrawing any Purchase Notice with respect to those
Notes previously delivered to the Paying Agent), according to the terms of the
Indenture, at the following address:
First National Bank of Chicago
Registered Bond Processing Unit
By hand delivery:
One North State Street, Ninth Floor
Chicago, Illinois 60602
By mail:
One North State Street, Suite 0124
Chicago, Illinois 60670
Notes as to which a Purchase Notice has been given may be converted
only if the applicable Purchase Notice has been withdrawn in accordance with
the terms of the Indenture. A Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent at
any time prior to the close of business on the Purchase Date, specifying: (i)
the certificate number of the Note(s) in respect of which such notice of
withdrawal is being submitted; (ii) the Principal Amount of the Note(s) with
respect to such notice of withdrawal is being submitted; and (iii) the
Principal Amount, if any, of such Note(s) which remain subject to the original
Purchase Notice, and which have been or will be delivered for purchase by the
Company.
We thank you for your continued confidence in Motorola, Inc.
To avoid a 31% Federal Withholding Tax, holders must have on file a
certified tax I.D. number or submit a properly completed IRS form W-9.
Direct any questions to Investor Relations: 800/524-9472 or
312/407-4660.
