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)
(Amendment No. 2)
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 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 31, 1989 (S-3); August 10, 1994 (Schedule 13E-4)
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 terminated on September 7, 1994.
As of that date, holders of $140,000 in principal amount of Notes had
exercised their rights to require the purchase of the Notes by the
Company.
(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 full 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.
As of September 7, 1994, holders of $140,000 in principal amount of the
Notes had elected to exercise their option to require the Company to purchase
such Notes and the Company has done so. See Item 1.
ITEM 5. CONTRACT, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Except for the Sections of the Indenture (including those Exhibit A to
the Indenture) previously filed as exhibits, 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 no 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) Sections of an Indenture dated as of September 1, 1989 between the
Company and First National Bank of Chicago, as Trustee, relating to
$1,322,500,000 in principal amount of Liquid Yield Option Notes due
2009.
(3) Sections of a 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. 33-30662).
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: September 14, 1994
EXHIBIT INDEX
(AMENDMENT NO. 2 TO SCHEDULE 13E-4)
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
(1) Notice to Securityholders *
(2) Sections of an Indenture dated as of *
September 1, 1989 between the Company and
First National Bank of Chicago, as Trustee,
relating to $1,322,500,000 in principal amount
of Liquid Yield Option Notes due 2009
(3) Sections of a 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. 33-30662)
* Previously filed with Schedule 13E-4, or
Amendment No. 1 to Schedule 13E-4.
