FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 15, 1995
Motorola, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7221 36-1115800
(Commission File Number) (I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 576-5000
Not Applicable
(Former name or former address, if changed
since last report.)
Item 5. Other Events.
On October 28, 1994, Motorola, Inc. (the "Company") filed a Registration
Statement on Form S-3 (no. 33-56055) (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") which was declared
effective by the Commission on October 31, 1995. On May 8, 1995, the Company
filed a prospectus supplement with the Commission pursuant to Rule 424 (b)(5)
relating to the 7 1/2% Debentures due May 15, 2025. The information contained
in exhibits 4(B) and 12 are hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report.
Exhibit
Number Description
4 (B) Description of the Debentures
12 Calculation of Ratio of Earnings to
fixed Charges of the Company
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTOROLA, INC.
Dated: May 17, 1995 By:/s/ Garth L. Milne
Garth L. Milne
Senior Vice President and Treasurer
Exhibit 4(B)
Form of Debenture Front Side
MOTOROLA, INC.
71/2% DEBENTURE DUE MAY 15, 2025
Motorola, Inc. a corporation duly organized and existing under the laws
of the state of Delaware (hereinafter called the "Company"), for value
received, hereby promises to pay to or registered
assigns, the principal sum of dollars on May 15, 2025, and to pay
interest thereon from May 15, 1995 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
November 15 and May 15 in each year, commencing November 15, 1995, at the rate
of 71/2% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture hereinafter
referred to, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 and November 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Day for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said indenture.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in Chicago,
Illinois, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of the interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.
Unless the certification of authentication heron has been executed by the
Trustee referred to on the reverse to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
In Witness Whereof, Motorola, Inc. has caused this Instrument to be
signed by its Chairman of the Board or its President, or one of its Vice
Presidents, manually or in facsimile, and a facsimile of its corporate seal to
be imprinted hereon, and attested by a manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.
Dated:
Motorola, Inc. /s/
Vice Chairman of the Board
and Chief Executive Officer
Attest: /s/
Secretary
This is one of the Securities of the
series designated therein to the
within mentioned Indenture.
Harris Trust and Savings Bank
as Trustee
By
Authorized Officer
Form of Debenture Backside
Motorola, Inc.
71/2% Debenture Due May 15, 2025
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an indenture, dated as of May 1, 1995 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank, as
Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $400,000,000.
The Securities may not be redeemed prior to maturity by the Company or at
the option of any Holder and do not provide for any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 662/3 % in the aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein and
herein set forth. Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of this Company or the Trustee may treat
the person in whose name this security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Exhibit 12
Motorola, Inc.
Ratio of Earnings to Fixed Charges
Three Months Ended Years Ended December 31,
(In Millions) April 1, April 2,
1995 1994 1994 1993 1992 1991 1990
Pretax income(1) $586 $445 $2447 $1481 $809 $614 $665
Capitalized interest 0 0 0 0 (1) (4) (7)
Fixed charges
(as calculated below) 58 66 277 254 269 241 237
Earnings(2) $644 $511 $2724 $1735 $1077 $851 $895
Fixed charges:
Interest expense $42 $51 $215 $203 $219 $194 $193
Rent expense interest
factor 16 15 62 51 50 47 44
Total fixed charges $58 $66 $277 $254 $269 $241 $237
(3)
Ratio of earnings to
fixed charges 11.1 7.7 9.8 6.8 4.0 3.5 3.8
(1) After adjustments required by Item 503 (d) (3) (ii), (iii) and (iv) of
SEC Regulation S-K.
(2) As defined in Item 503 (d) (3) of SEC Regulation S-K.
(3) As defined in Item 503 (d) (4) (i) of SEC Regulation S-K.
