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As filed with the Securities and Exchange Commission on April 14, 2000
Registration No. 333-76041
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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MOTOROLA, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 36-1115800
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
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1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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With a copy to:
Carl F. Koenemann Jeffrey A. Brown
Executive Vice President Senior Counsel
and Chief Financial Officer 1303 East Algonquin Road
1303 East Algonquin Road Schaumburg, Illinois 60196
Schaumburg, Illinois 60196 (847) 576-5014
(847) 576-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [_]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We cannot sell these securities until the registration statement +
+covering them has been declared effective by the SEC. This preliminary +
+prospectus is not an offer to sell these securities and we are not soliciting +
+offers to buy these securities in any state where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 14, 2000
PROSPECTUS
$1,000,000,000
Debt Securities and Debt Securities Warrants
Common Stock and Common Stock Warrants
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We may use this prospectus to offer and sell securities from time to time.
The types of securities we may sell include:
. unsecured senior debt
securities . common stock
. unsecured subordinated . warrants to purchase common stock
debt securities
. units consisting of any combination of these
. warrants to purchase debt securities
securities
We will provide the specific terms of these securities in supplements to this
prospectus prepared in connection with each offering. These terms may include:
In the case of
any securities:
In the case of
. offering price debt securities: In the case of warrants:
. size of . interest rate . the types of securities that may be
offering acquired upon exercise
. maturity
. underwriting . expiration date
discounts . ranking
. exercise price
. denomination or . whether they
currency (other may be redeemed
than with prior to
respect to maturity
common stock)
. conditions to exercisability
. whether they
are convertible
into common
stock
The securities offered will contain other significant terms and conditions.
Please read this prospectus and the applicable prospectus supplement carefully
before you invest.
-----------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have they determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , 2000.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") using a "shelf" registration
process. You should read this prospectus and the applicable prospectus
supplement together with the additional information described below under the
heading "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits) contains additional important information about Motorola, Inc. and
the securities offered under this prospectus. Specifically, we have filed
certain legal documents that control the terms of the securities offered by
this prospectus as exhibits to the registration statement. We will file certain
other legal documents that control the terms of the securities offered by this
prospectus as exhibits to reports we file with the SEC. That registration
statement and the other reports can be read at the SEC web site or at the SEC
offices mentioned under the heading "Where You Can Find More Information."
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section
of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference facilities. Our SEC filings are also available at the office of the
New York Stock Exchange. For further information on obtaining copies of our
public filings at the New York Stock Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file subsequently
with the SEC will automatically update this prospectus. We incorporate by
reference the documents listed below and any filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the initial filing of the registration statement that contains this
prospectus and prior to the time that we sell all the securities offered by
this prospectus:
. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
. The Company's Current Reports on Form 8-K dated January 6, 2000 (as
amended by Amendment No. 1 thereto filed on Form 8-K/A on March 17,
2000) and March 23, 2000 (as amended by Amendment No. 1 thereto filed on
Form 8-K/A on March 24, 2000).
. The description of the Common Stock included in the Registration
Statement on Form 8-B dated
July 2, 1973, including any amendments or reports filed for the purpose
of updating such description.
. The description of the Company's Preferred Stock Purchase Rights
included in the Registration Statement on Form 8-A dated November 5,
1998, as amended.
You may request a copy of these filings (other than exhibits, unless that
exhibit is specifically incorporated by reference into that filing) at no
cost, by writing to or telephoning us at the following address:
A. Peter Lawson
Secretary, Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Telephone: (847) 576-5000.
You should rely only on the information contained or incorporated by
reference in this prospectus or the applicable prospectus supplement. We have
not authorized anyone else to provide you with different information. We may
only use this prospectus to sell securities if it is accompanied by a
prospectus supplement. We are only offering these securities in states where
the offer is permitted. You should not assume that the information in this
prospectus or the applicable prospectus supplement is accurate as of any date
other than the dates on the front of those documents.
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THE COMPANY
Motorola is a global leader in providing integrated communications solutions
and embedded electronic solutions. These include:
. Software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and
commercial, government and industrial customers.
. Embedded semiconductor solutions for customers in networking,
transportation, wireless communications and imaging and entertainment
markets.
. Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and industrial markets.
. Digital and analog systems and set-top terminals for broadband cable
television operators.
Motorola is a corporation organized under the laws of the State of Delaware
as the successor to an Illinois corporation organized in 1928. Motorola's
principal executive offices are located at 1303 East Algonquin Road,
Schaumburg, Illinois 60196 (telephone number: 847-576-5000).
USE OF PROCEEDS
Unless the applicable prospectus supplement provides otherwise, the Company
will use the net proceeds from the sale of the offered securities for general
corporate purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the unaudited consolidated ratios of earnings to fixed
charges for each of the years in the five-year period ended December 31, 1999:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.................. 3.5 -- (a) 6.3 5.2 12.0
</TABLE>
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(a) Earnings were inadequate to cover fixed charges by $1.2 billion.
For purposes of computing the ratios of earnings to fixed charges, we have
divided income before income tax expense plus fixed charges by fixed charges.
Fixed charges consist of interest costs and estimated interest included in
rentals (one-third of net rental expense).
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DESCRIPTION OF DEBT SECURITIES
The following is a general description of the debt securities that we may
offer from time to time. The particular terms of the debt securities offered by
any prospectus supplement and the extent, if any, to which the general
provisions described below may apply will be described in the applicable
prospectus supplement.
The debt securities will be either senior debt securities or subordinated
debt securities. The "Senior Securities" will be issued under the "Senior
Indenture" dated May 1, 1995 between the Company and Harris Trust and Savings
Bank ("Harris"), as trustee (or any successor trustee). The "Subordinated
Securities" will be issued under a "Subordinated Indenture" between the Company
and the trustee named therein (or any successor trustee). The Senior Indenture
and the Subordinated Indenture are collectively referred to in this prospectus
as the "Indentures," and each of the trustee under the Senior Indenture and the
trustee under the Subordinated Indenture are referred to in this prospectus as
a "Trustee." The Indentures are included as exhibits to the registration
statement and the following description is qualified in its entirety by
reference to the provisions of the Indentures and the applicable prospectus
supplement. You should read these documents carefully to fully understand the
terms of the debt securities.
The numerical references in parentheses below are to sections of the
Indentures. Unless otherwise indicated, capitalized terms used in the following
summary that are defined in the Indentures have the meanings used in the
Indentures. As used in this "Description of Debt Securities," the "Company"
refers to Motorola, Inc. and does not, unless the context otherwise indicates,
include its subsidiaries.
General
The Senior Securities are unsubordinated obligations of the Company. They
will be unsecured and will rank equally with each other and all of our other
senior and unsubordinated debt, unless otherwise indicated in the applicable
prospectus supplement. (Section 301 of the Senior Indenture.) Each applicable
prospectus supplement will set forth, as of the most recent practicable date,
the aggregate amount of outstanding debt that would rank junior to the Senior
Securities. The Subordinated Securities are subordinated in right of payment to
the prior payment in full of the Senior Indebtedness of the Company. See "--
Subordinated Indenture Provisions" below. The Subordinated Securities will be
unsecured and will rank equally with each other, unless otherwise indicated in
the applicable prospectus supplement. (Section 301 of the Subordinated
Indenture.) Each applicable prospectus supplement will set forth, as of the
most recent practicable date, the aggregate amount of outstanding debt that
would rank senior to the Subordinated Securities. The Indentures do not limit
the aggregate principal amount of debt securities that may be issued thereunder
and provide that debt securities may be issued thereunder from time to time in
one or more series.
Terms
We will prepare a prospectus supplement for each series of debt securities
that we issue. Each prospectus supplement will set forth the applicable terms
of the debt securities to which it relates, which may include the following:
. the title of the securities;
. any limit on the aggregate principal amount of the securities;
. the maturity;
. the interest rate and the date from which interest will accrue;
. the interest payment dates and the record dates for payment of interest,
or the discount to face value and accretion rate in the case of debt
securities issued at a substantial discount to the principal amount;
. the price and date of any optional redemption by the Company;
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. the obligation, if any, of the Company to redeem the offered securities
and any requirement to maintain a "sinking fund" to support such
obligation;
. the currency or currencies in which the Company will pay principal or
interest;
. any conversion features; and
. whether the defeasance or covenant defeasance provisions of the
applicable Indenture apply.
The Company can also establish any other terms and conditions of the debt
securities to the extent they do not conflict with the terms of the Indentures.
(Section 301 of each Indenture.) Therefore, you must read the applicable
Indenture and prospectus supplement carefully to understand the terms of any
series of debt securities.
Effective Subordination
The debt securities will be obligations exclusively of the Company. Since
the Company's operations are partially conducted through subsidiaries,
primarily overseas, the Company's cash flow and therefore its ability to
service debt, including the debt securities offered by the applicable
prospectus supplement, are partially dependent upon the earnings of its
subsidiaries and the distribution of those earnings to, or upon loans or other
payments of funds by those subsidiaries to, the Company. The subsidiaries are
separate and distinct legal entities and have no obligation to pay any amounts
due pursuant to the debt securities or to make any funds available to the
Company to repay its obligations, whether by dividends, loans or other
payments. In addition, the payment of dividends and the making of loans and
advances to the Company by its subsidiaries may be subject to statutory or
contractual restrictions, are contingent upon the earnings of those
subsidiaries and are subject to various business considerations.
Any right of the Company to receive assets of any of its subsidiaries upon
their liquidation or reorganization and therefore the right of the holders of
the debt securities to participate in those assets will be effectively
subordinated to the claims of that subsidiary's creditors, including trade
creditors.
No Limitations on Other Debt
The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Company to incur indebtedness or that would
afford holders of debt securities protection in the event of a highly leveraged
or similar transaction involving the Company. However, the Indentures do
restrict the Company and its domestic subsidiaries from granting certain
security interests on certain of their property or assets unless the debt
securities are equally secured. See "--Restrictive Covenants" below.
Open-Ended Indenture
The Indentures are "open-ended," meaning the Company may issue a number of
different series of debt securities, with different terms and conditions, under
each of the Indentures. (Section 301 of each Indenture.) There is no limit on
the amount of debt securities the Company can issue under either Indenture, and
the Company has already issued a significant amount of debt securities under
the Senior Indenture.
Defeasance and Covenant Defeasance
Under the Indentures, the Company has the ability to take certain steps to
effect a "defeasance" or a "covenant defeasance." A "defeasance" allows the
Company to be discharged from any and all obligations in respect of a series of
debt securities (except for certain obligations to register the transfer or
exchange of such debt securities, to replace temporary, destroyed, stolen, lost
or mutilated debt securities, to maintain paying
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agencies and to hold monies for payment in trust). A "covenant defeasance"
allows the Company to stop complying with certain restrictive covenants
relating to:
. consolidation, merger, conveyance, transfer or lease;
. maintenance of the Company's existence and properties;
. payment of taxes and other claims; and
. restrictions on secured debt and sale and leaseback transactions.
A "covenant defeasance" also causes certain events specified in the
Indentures to no longer be deemed an Event of Default under the Indentures.
To effect a "defeasance" or a "covenant defeasance," the Company must
deposit with the applicable Trustee an amount of money or U.S. government
securities that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of (and premium, if any) and each installment
of interest, if any, on the debt securities of such series at the time such
payments are due. The Company will remain liable for any shortfall between the
amount deposited with the Trustee and the amount due holders of debt securities
upon any acceleration of payment.
The Company may only effect a "defeasance" or a "covenant defeasance" if it
has provided a legal opinion that such action will not cause holders of such
debt securities to recognize income, gain or loss for federal income tax
purposes as a result and that holders will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred. Such opinion, in the
case of a "defeasance," must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable Federal income tax law
occurring after the date of the applicable Indenture.
The applicable prospectus supplement may further describe the provisions, if
any, regarding defeasance or covenant defeasance with respect to the debt
securities of a particular series. (Article Fifteen of each Indenture.)
Restrictive Covenants
Restrictions on Secured Debt
If the Company or any Domestic Subsidiary incurs or guarantees any Debt
secured by a Mortgage on any Principal Property or on any shares of stock or
Debt of any Domestic Subsidiary, the Company must secure the debt securities of
each series equally and ratably with (or prior to) such secured Debt, unless,
after giving effect to such transaction, the aggregate amount of all such Debt
so secured, together with all Attributable Debt in respect of sale and
leaseback transactions involving Principal Properties (see "--Restrictions on
Sales and Leasebacks" below), would not exceed 5% of the Consolidated Net
Tangible Assets of the Company and its consolidated subsidiaries.
This restriction does not apply to, and there will be excluded from secured
Debt in any computation under such restriction, Debt secured by:
(a) Mortgages on property of, or on any shares of stock of or Debt of,
any corporation existing at the time such corporation becomes a Domestic
Subsidiary or at the time it is merged into or consolidated with the
Company or a Domestic Subsidiary;
(b) Mortgages in favor of the Company or a Domestic Subsidiary;
(c) Mortgages in favor of governmental bodies to secure progress or
advance payments;
(d) Mortgages on property, shares of stock or Debt existing at the time
of acquisition thereof (including acquisition through merger or
consolidation);
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(e) purchase money Mortgages and Mortgages to secure the construction
cost of property; and
(f) any extension, renewal or refunding of any Mortgage referred to in
clauses (a) through (e), above.
Restrictions on Sales and Leasebacks
Neither the Company nor any Domestic Subsidiary may enter into any sale and
leaseback transaction involving any Principal Property, completion of
construction and commencement of full operation of which has occurred more
than 180 days prior thereto, unless (a) the Company or such Domestic
Subsidiary could mortgage such property as provided for above under "--
Restrictive Covenants--Restrictions on Secured Debt" in an amount equal to the
Attributable Debt with respect to the sale and leaseback transaction without
equally and ratably securing the debt securities of each series or (b) the
Company, within 120 days, applies to the retirement of its Funded Debt an
amount not less than the greater of (i) the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or (ii) the fair market
value of the Principal Property so leased (subject to credits for certain
voluntary retirements of Funded Debt). This restriction will not apply to any
sale and leaseback transaction (a) between the Company and a Domestic
Subsidiary or between Domestic Subsidiaries or (b) involving the taking back
of a lease for a period, including renewals, of three years or less. (Section
1011 of each Indenture.)
Certain Definitions
The following are certain key definitions used in the descriptions above of
restrictions on secured debt and sales and leasebacks contained in the
Indentures. These and other definitions are contained in the Indentures. You
should read the applicable Indenture to understand these restrictions fully.
"Attributable Debt" means the total net amount of rent required to be paid
during the remaining term of any lease, discounted at the rate per annum borne
by the Senior Securities of each series, compounded annually.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any constituting Funded Debt
by reason of their being renewable or extendable) and (b) goodwill and other
intangibles. (Section 1010 of each Indenture.)
"Domestic Subsidiary" means a Subsidiary of the Company except a Subsidiary
of the Company which neither transacts any substantial portion of its business
nor regularly maintains any substantial portion of its fixed assets within the
United States, or which is engaged primarily in financing the operations of
the Company or its Subsidiaries, or both, outside the United States.
"Principal Property" includes any single parcel of real estate, any
manufacturing plant or warehouse owned or leased by the Company or any
Domestic Subsidiary which is located within the United States and the gross
book value (without deduction of any depreciation reserves) of which on the
date as of which the determination is being made exceeds 1% of Consolidated
Net Tangible Assets, other than any manufacturing plant or warehouse or a
portion thereof (a) which is a pollution control or other facility financed by
obligations issued by a state or local government unit or (b) which, in the
opinion of the Board of Directors of the Company, is not of material
importance to the total business conducted by the Company and its subsidiaries
as an entirety.
"Subsidiary of the Company" means a corporation, a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or one or more Subsidiaries of the Company.
Events of Default
The following are Events of Default under the Indentures with respect to
any debt securities:
. failure to pay principal of (or premium, if any) on any debt security of
that series when due;
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. failure to pay any installment of interest on any debt security of that
series when due, continued for 30 days;
. failure to deposit any sinking fund payment, when due, in respect of any
debt security of that series;
. failure to perform any other covenant of the Company in the applicable
Indenture (other than a covenant included in the applicable Indenture
solely for the benefit of any series of debt securities other than that
series), continued for 60 days after written notice as provided in the
applicable Indenture;
. certain events in bankruptcy, insolvency or reorganization; and
. any other Event of Default provided with respect to debt securities of
that series. (Section 501 of each Indenture.)
If an Event of Default with respect to the outstanding debt securities of
any series occurs and continues either the Trustee or the holders of at least
25% in principal amount of the outstanding debt securities of that series may
declare the principal amount of all debt securities of that series to be due
and payable immediately; provided that in the case of certain events of
bankruptcy, insolvency or reorganization, such principal amount (or portion
thereof) will automatically become due and payable. However, at any time after
an acceleration with respect to debt securities of any series has occurred, but
before a judgment or decree based on such acceleration has been obtained, the
holders of a majority in principal amount of the outstanding debt securities of
that series may, under certain circumstances, rescind and annul such
acceleration. (Section 502 of each Indenture.) For information as to waiver of
defaults, see "--Modification and Waiver." You must read the applicable
prospectus supplement for a description of the acceleration provisions of any
debt securities issued as original issue discount or indexed securities.
Subject to the duty of the Trustee during default to act with the required
standard of care, the Trustee will be under no obligation to exercise any of
its rights or powers under the applicable Indenture at the request or direction
of any of the holders, unless such holders have offered the Trustee reasonable
security or indemnity. (Section 603 of each Indenture.) Subject to such
indemnification and certain other limitations, the holders of a majority in
principal amount of the outstanding debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the debt securities of that series. (Section 512
of the Senior Indenture and Section 505 of the Subordinated Indenture.)
The Company will be required to furnish to the Trustee an annual statement
as to the performance by the Company of certain of its obligations under the
applicable Indenture and as to any default in such performance. (Section 1006
of each Indenture.)
Modification and Waiver
Modifications and amendments of each Indenture may be made by the Company
and the Trustee with the consent of the holders of 66 2/3% in principal amount
of the outstanding debt securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
holder of each outstanding debt security affected thereby:
. change the stated maturity date of the principal of, or any installment
of principal of or interest on, any debt security;
. reduce the principal amount of (or premium, if any) or interest, if any,
on, any debt security;
. reduce the amount of principal of any original issue discount debt
security payable upon acceleration of the maturity thereof;
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. change the place or currency of payment of principal of (or premium, if
any) or interest, if any, on, any debt security;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any debt security; or
. reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the Indenture or for waiver of compliance
with certain provisions of the applicable Indenture or for waiver of
certain defaults. (Section 902 of each Indenture.)
The holders of a majority of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive provisions of the applicable Indenture. (Section 1012 of each
Indenture.) The holders of a majority of the outstanding debt securities of any
series may on behalf of the holders of all debt securities of that series waive
any past default under the applicable Indenture with respect to debt securities
of that series, except a default in the payment of the principal of (or
premium, if any) or interest, if any, on any debt security of that series or in
respect of any provision which under the applicable Indenture cannot be
modified or amended without the consent of the holder of each outstanding debt
security of that series affected. (Section 513 of the Senior Indenture and
Section 504 of the Subordinated Indenture.)
In addition, under the Subordinated Indenture, no modification or amendment
thereof may, without the consent of the holders of each outstanding
subordinated debt security affected thereby, modify any of the provisions of
such Indenture relating to the subordination of the subordinated debt
securities in a manner adverse to the holders thereof without the consent of
all the holders thereof and no such modification or amendment may adversely
affect the rights of the holders of Senior Indebtedness then outstanding under
Article Sixteen of such Indenture (described under the caption "-- Subordinated
Indenture Provisions") without the consent of the requisite holders of Senior
Indebtedness (as required pursuant to the terms of such Senior Indebtedness).
(Section 902 of the Subordinated Indenture.)
Each Indenture contains provisions for convening meetings of the holders of
debt securities of a series issued thereunder if debt securities of that series
are issuable in whole or in part as bearer securities. (Section 1401 of each
Indenture.) A meeting may be called at any time by the Trustee for such debt
securities, or upon the request of the Company or the holders of at least 10%
in principal amount of the outstanding debt securities of such series, in any
such case upon notice given in accordance with the applicable Indenture.
(Section 1402 of each Indenture.) Except for any consent that must be given by
each holder of a debt security affected, any resolution presented at a meeting
or adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the holders of a majority in principal amount of the
outstanding debt securities of that series; provided, however, that, except for
any consent that must be given by each holder of a debt security affected, any
resolution with respect to any consent which may be given by the holders of not
less than 66 2/3% in principal amount of the outstanding debt securities of a
series issued under an Indenture may be adopted at a meeting or an adjourned
meeting at which a quorum is present only by the affirmative vote of the
holders of 66 2/3% in principal amount of such outstanding debt securities of
that series; and provided, further, that, except for any consent that must be
given by each holder of a debt security affected, any resolution with respect
to any demand, consent, waiver or other action which may be made, given or
taken by the holders of a specified percentage, which is less than a majority,
in principal amount of the outstanding debt securities of a series issued under
one of the Indentures may be adopted at a meeting or adjourned meeting at which
a quorum is present by the affirmative vote of the holders of such specified
percentage in principal amount of the outstanding debt securities of that
series. (Section 1404 of each Indenture.)
Any resolution passed or decision taken at any meeting of holders of debt
securities of any series duly held in accordance with the applicable Indenture
with respect thereto will be binding on all holders of debt securities of that
series and the related coupons issued under that Indenture. The quorum at any
meeting of
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holders of a series of debt securities called to adopt a resolution, and at any
reconvened meeting, will be persons holding or representing a majority in
principal amount of the outstanding debt securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent which may be given by the holders of not less than 66 2/3% in principal
amount of the outstanding debt securities of a series, the persons holding or
representing 66 2/3% in principal amount of the outstanding debt securities of
such series issued under that Indenture will constitute a quorum. (Section 1404
of each Indenture.)
Consolidation, Merger, Conveyance, Transfer or Lease
The Company, without the consent of any holders of outstanding debt
securities, may consolidate or merge with or into, or transfer or lease its
assets substantially as an entirety to, any entity, and any other entity may
consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, the Company, provided that, (i) the entity (if
other than the Company) formed by such consolidation or into which the Company
is merged or which acquires or leases such assets of the Company is organized
and existing under the laws of any United States jurisdiction and assumes the
Company's obligations on the debt securities and under the applicable
Indenture, (ii) after giving effect to such transaction no Event of Default,
and no event which, after notice or lapse of time or both, would become an
Event of Default, has happened and is continuing (provided that a transaction
will only be deemed to be in violation of this condition (ii) as to any series
of debt securities as to which such Event of Default or such event has happened
and is continuing) and (iii) certain other conditions are met. (Article Eight
of each Indenture.)
Form, Denominations, Exchange, Registration and Transfer
Debt securities may be issued as registered securities or bearer securities,
and may be issued in global form. Global securities are described below under
"--Global Securities." Unless otherwise provided in the applicable prospectus
supplement, registered securities will be issued in denominations of $1,000 and
integral multiples thereof and bearer securities will be issued in
denominations of $5,000 and integral multiples thereof. Unless otherwise
indicated in the applicable prospectus supplement, bearer securities will have
interest coupons attached. (Section 201 of each Indenture.)
Registered securities will be exchangeable for other registered securities
of the same series. In addition, if a series of debt securities has been issued
as both registered securities and bearer securities, subject to certain
conditions, holders may exchange bearer securities for registered securities.
Registered securities generally may not be exchanged for bearer securities
unless the applicable prospectus supplement provides for such an exchange
(Section 305 of each Indenture.)
We will not mail bearer securities in connection with their original
issuance to any location in the United States. In addition, the United States
Internal Revenue Code of 1986, as amended (the "Code"), requires us to obtain
written certification from the initial purchaser of a bearer security to the
effect that: (i) such bearer security is not being acquired by or on behalf of
a United States person (as defined under the Code) or (ii) if a beneficial
interest in such bearer security is being acquired by or on behalf of a United
States person, that such United States person is a foreign branch of a United
States financial institution (as defined under the Code) that is purchasing for
its own account or for resale or such person is acquiring the bearer security
through the foreign branch of a United States financial institution and the
financial institution agrees, in either case, to comply with certain
requirements of the Code or (iii) such bearer security is being acquired by a
United States or foreign financial institution for resale during the restricted
period (as defined in the Code) and has not been acquired for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions. (Section 303 of each Indenture.)
You may present registered securities for registration of transfer at the
office of the Trustee, or at the office of any transfer agent designated by the
Company without service charge and upon payment of any taxes and other
governmental charges. (Section 305 of each Indenture.) The Company may change
transfer agents or
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designate additional transfer agents at any time, except that, if the Company
has issued a series of debt securities solely as registered securities, it must
maintain a transfer agent in each place of payment for such series and, if the
Company has issued a series of debt securities as bearer securities, it must
maintain a transfer agent in a place of payment for such series located outside
the United States. (Section 1002 of each Indenture.)
If the Company elects or is required to redeem or exchange particular debt
securities, it will not be required to (i) issue, register the transfer of or
exchange such debt securities for a period of 15 days before the first
publication or mailing of the notice of redemption or exchange, (ii) register
the transfer of or exchange any registered security selected for redemption or
(iii) exchange any bearer security selected for redemption except that a bearer
security selected for redemption may be exchanged for a registered security
that will be surrendered for redemption. (Section 305 of each Indenture.)
Global Securities
The following will apply to debt securities of any series, unless the
prospectus supplement relating to that series provides otherwise.
Upon issuance, the debt securities of each series will be represented by one
or more "global securities" which will be deposited with, or on behalf of, the
depositary and will be registered in the name of the depositary or a nominee of
the depositary. Unless otherwise indicated in the prospectus supplement
relating to a series of debt securities, The Depositary Trust Company ("DTC")
will act as the depositary and the global securities will be deposited with, or
on behalf of, DTC or its nominee, and registered securities will be registered
in the name of a nominee of DTC. Except under limited circumstances described
below, global securities will not be exchangeable for definitive certificated
debt securities.
Upon the issuance of a global security, DTC will credit on its book-entry
registration and transfer system the principal amounts of the individual debt
securities represented by such global security to the accounts of persons that
have accounts with DTC ("Participants"). Ownership of beneficial interests in a
global security will be limited to Participants or persons that may hold
interests through Participants. Ownership of beneficial interests in such
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC (with respect to interests of
Participants) and records of Participants (with respect to interests of persons
who hold through Participants). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
pledge or transfer beneficial interest in a global security.
So long as the depository is the registered owner of a global security, the
depository will be considered the sole owner or holder of the debt securities
represented by such global security for all purposes under the applicable
Indenture. Except as provided below, owners of beneficial interests in a global
security will not be entitled to have any of the individual debt securities
registered in their names, will not receive or be entitled to receive physical
delivery of any such debt securities in definitive form and will not be
considered the owners or holders thereof under the applicable Indenture.
Payments of principal of and any interest (and premium, if any) on
individual debt securities represented by a global security will be made to DTC
or its nominee, as the case may be, as the sole registered owner of such global
security and the sole holder of the debt securities represented by the global
security for all purposes under the applicable Indenture. Neither the Company
nor the Trustee, nor any agent of the Company or the Trustee, will have any
responsibility or liability for any aspect of DTC's records relating to or
payments made on account of beneficial ownership interests in the global
securities representing any debt securities or for maintaining, supervising or
reviewing any of DTC's records relating to those beneficial ownership
interests.
The Company has been advised by DTC that, upon receipt of any payment in
respect of a global security, DTC will immediately credit Participants'
accounts for their pro rata share of such payments. The Company also expects
that payments by Participants to owners of beneficial interests in global
securities held through
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such Participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." These payments will be
the sole responsibility of the Participants.
Global securities may not be transferred except as a whole by DTC to a
nominee of DTC. Global securities representing debt securities are exchangeable
for certificated debt securities only if:
. DTC or its nominee notifies the Company that it is unwilling or unable
to continue as depositary for these global securities;
. DTC ceases to be qualified as required by the applicable Indenture;
. the Company instructs the Trustee in accordance with the applicable
Indenture that those global securities will be so exchangeable; or
. there shall have occurred and be continuing an Event of Default or an
event which after notice or lapse of time would be an Event of Default
with respect to the debt securities represented by such global security.
Any global securities that are exchangeable as described above shall be
exchangeable for certificated debt securities issuable in denominations of
$1,000 (or $5,000 in the case of bearer debt securities) and integral multiples
of $1,000 (or $5,000 in the case of bearer debt securities) in excess thereof
and registered in such names as DTC shall direct. Subject to the foregoing,
global securities are not exchangeable, except for global securities of like
denomination to be registered in the name of DTC or its nominee. If debt
securities are subsequently issued in registered form, they would thereafter be
transferred or exchanged without any service charge at the corporate trust
office of the Trustee or at any other office or agency maintained by the
Company for such purpose.
So long as DTC or its nominee is the registered holder and owner of global
securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by the global securities for
the purposes of receiving payment on the debt securities, receiving notices and
for all other purposes under the applicable Indenture and the debt securities.
Except as provided above, owners of beneficial interests in global securities
will not be entitled to receive physical delivery of debt securities in
definitive form and will not be considered the holders thereof for any purpose
under the applicable Indenture. Accordingly, each person owning a beneficial
interest in the global securities must rely on the procedures of DTC and, if
such person is not a Participant, on the procedures of the Participant through
which such person owns its interest, to exercise any rights of a holder under
the applicable Indenture. The Indentures provide that DTC may grant proxies and
otherwise authorize Participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
holder is entitled to give or take under the applicable Indenture. The Company
understands that under existing industry practices in the event that the
Company requests any action of holders or that an owner of a beneficial
interest in global securities desires to give or take any action which a holder
is entitled to give or take under the applicable Indenture. DTC would authorize
the Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners through them.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds
securities that its Participants deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
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brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to DTC's system is also available to others, such as securities brokers
and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or
indirectly. The rules applicable to DTC and its Participants are on file with
the SEC.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty or contract modification of any kind.
Payment and Paying Agents
Unless the applicable prospectus supplement provides otherwise, the place of
payment for all registered securities will be Chicago, Illinois, U.S.A., and
the Company will initially designate the corporate trust office of the
applicable Trustee for this purpose. At the option of the Company, interest, if
any, also may be paid on registered securities (i) by check mailed to the
address of the person entitled thereto as such person's address appears in the
security register or (ii) by wire transfer to an account located in the United
States maintained by the person entitled thereto as specified in the security
register. (Sections 307, 1001 and 1002 of each Indenture.) Unless the
applicable prospectus supplement provides otherwise, payment of any installment
of interest on registered securities will be made to the person in whose name
such registered security is registered at the close of business on the record
date for such interest. (Section 307 of each Indenture.)
If the Company issues bearer securities, it must maintain an office or
agency outside the United States at which the principal of (and premium, if
any) and interest, if any, on the bearer securities will be paid. (Section 1002
of each Indenture.) The initial locations of such offices and agencies will be
specified in the applicable prospectus supplement. Unless the applicable
prospectus supplement provides otherwise, payments made with respect to bearer
securities will be made, at the holder's option, by (i) check in the currency
designated in the bearer security presented or mailed to an address outside the
United States or (ii) paid by wire transfer to an account in such currency
maintained at a bank located outside the United States. Payments will not be
made in the United States. (Sections 307 and 1002 of each Indenture.)
Nevertheless, payments made with respect to bearer securities payable in U.S.
dollars will be made at the office of the Company's paying agent in Chicago,
Illinois if (but only if) payment outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions and
the Trustee has received an opinion of counsel that such payment within the
United States is legal. (Sections 307 and 1002 of each Indenture.) Unless the
applicable prospectus supplement provides otherwise, payment of installments of
interest on any bearer securities on or before maturity will be made only
against surrender of coupons for such interest installments as they mature.
(Section 1001 of each Indenture.)
Unless the applicable prospectus supplement provides otherwise, the Company
will make all payments of principal of (and premium, if any) and interest, if
any, on any debt security that is payable in a currency other than U.S. dollars
in U.S. dollars if such currency (i) ceases to be used both by the government
of the country that issued the currency and by a central bank or other public
institution of or within the international banking community for the settlement
of transactions, (ii) is the Euro and ceases to be used both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) is any currency
unit (or composite currency) other than the Euro and ceases to be used for the
purposes for which it was established. (Section 312 of each Indenture.)
The Company may designate additional offices or agencies for payment with
respect to any debt securities, approve a change in the location of any such
office or agency and, except as provided above, rescind the designation of any
such office or agency.
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All moneys deposited with a paying agent or held for the payment of
principal of (or premium, if any) or interest, if any, on any debt security
that remains unclaimed at the end of two years after such payment has become
due will, at request of the Company, be repaid to the Company, or discharged
from trust, and the holder of such debt security may thereafter look only to
the Company for payment thereof. (Section 1003 of each Indenture.)
Subordinated Indenture Provisions
Subordinated Securities are subordinate and junior in right of payment, to
the extent set forth in the Subordinated Indenture, to the prior payment in
full of all existing and future Senior Debt of the Company. (Section 1601 of
the Subordinated Indenture.)
Senior Debt is defined in the Subordinated Indenture as the principal of
(and premium, if any) and interest on (including interest accruing after the
filing of a petition initiating any proceeding pursuant to any bankruptcy law)
and other amounts due on or in connection with any Debt incurred, assumed or
guaranteed by the Company, whether outstanding on the date of the Subordinated
Indenture or thereafter incurred, assumed or guaranteed, and all renewals,
extensions and refundings of any such Debt. Excluded from the definition of
Senior Debt are the following:
. any debt which expressly provides (i) that such debt is not senior in
right of payment to the Subordinated Securities, or (ii) that such debt
is subordinated to any other debt of the Company, unless such debt
expressly provides that such Debt is senior in right of payment to the
Subordinated Securities;
. debt of the Company in respect of the Subordinated Securities;
. debt of the Company in respect of its outstanding Liquid Yield
Option(TM) Notes due 2009 (the "2009 LYONs"(TM)) and its outstanding
Liquid Yield Option(TM) Notes due 2013 (the "2013 LYONs"(TM)), which
2009 LYONs and 2013 LYONs rank on a parity with the Subordinated
Securities;
. debt of the Company in respect of the extension notes which may be
issued in the future, at specified dates, in respect of the 2009 LYONs
and in payment of the purchase price thereof (which extension notes
would rank on a parity with the Subordinated Securities and any 2009
LYONs and 2013 LYONs remaining outstanding). (Section 101 of the
Subordinated Indenture.); and
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(TM)Trademark of Merrill Lynch & Co.
. debt of the Company in respect of the 6.68% Deferrable Interest Junior
Subordinated Debentures due March 31, 2039 representing a long-term loan
made to the Company by Motorola Capital Trust I, a Delaware statutory
business trust and wholly-owned subsidiary of the Company (the "Trust"),
and obligations of the Company related to its guarantee of certain
obligations of the Trust under its 6.68% Trust Originated Preferred
SecuritiesSM.
There are no restrictions in the Subordinated Indenture on the creation of
additional Senior Debt (or any other indebtedness). (Section 101 of the
Subordinated Indenture.) The prospectus supplement with respect to any
Subordinated Securities will set forth (a) as of the most recent practicable
date (i) the aggregate amount of consolidated indebtedness outstanding that
would constitute either Senior Debt or indebtedness of subsidiaries of the
Company and (ii) the aggregate amount of outstanding indebtedness that would
rank on a parity with the Subordinated Securities and (b) any then-existing
limitation on the issuance of additional Senior Debt.
By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceedings, upon any distribution of assets, (i)
the holders of all Senior Debt will first be entitled to receive payment in
full of all amounts due or to become due thereon, or payment of such amounts
shall have been provided for, before the holders of Subordinated Securities
would be entitled to receive any payment or distribution with respect to such
securities, (ii) the holders of Subordinated Securities will be required to pay
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over their share of such distribution to the holders of Senior Debt until such
Senior Debt is paid in full and (iii) creditors of the Company who are not
holders of Subordinated Securities or holders of Senior Debt may recover less,
ratably, than holders of Senior Debt and may recover more, ratably, than the
holders of Subordinated Securities. (Section 16.02 of the Subordinated
Indenture.)
Unless the applicable prospectus supplement provides otherwise, in the event
that the Subordinated Securities are declared due and payable prior to their
Stated Maturity by reason of the occurrence of an Event of Default, then the
Company would be obligated to promptly notify holders of Senior Debt of such
acceleration. Unless the applicable prospectus supplement provides otherwise,
the Company may not pay the Subordinated Securities until 120 days have passed
after such acceleration occurs and may thereafter pay the Subordinated
Securities if the terms of the Subordinated Indenture otherwise permit payment
at that time. (Section 16.03 of the Subordinated Indenture.)
Unless the applicable prospectus supplement provides otherwise, no payment
of the principal (and premium, if any) or interest, if any, with respect to any
of the Subordinated Securities may be made, except the Subordinated Securities
may be acquired for Common Stock or other Capital Stock or as otherwise set
forth in the Subordinated Indenture, if any default with respect to Senior Debt
occurs and is continuing that permits the acceleration of the maturity thereof
and such default is either the subject of judicial proceedings or the Company
receives notice of the default, unless (a) 120 days pass after notice of the
default is given and such default is not then the subject of judicial
proceedings or the default with respect to the Senior Debt is cured or waived
and (b) the terms of the Subordinated Indenture otherwise permit the payment or
acquisition of the Subordinated Securities at that time. (Section 16.04 of the
Subordinated Indenture.)
Harris Trust and Savings Bank, as Trustee
Harris is trustee under (i) an indenture with the Company dated as of March
15, 1985 relating to the Company's 8.40% Debentures due August 15, 2031, (ii)
an indenture with the Company dated as of October 1, 1991 relating to the
Company's 7.60% Notes due January 1, 2007 and the Company's 6 1/2% Notes due
March 1, 2008, (iii) the Senior Indenture relating to the Company's 5.80% Notes
due October 15, 2008, the Company's 7 1/2% Debentures due May 15, 2025, the
Company's 6 1/2% Debentures due September 1, 2025, the Company's 6 1/2%
Debentures due November 15, 2028 and the Company's 5.22% Debentures due October
1, 2097 and (iv) a subordinated indenture, preferred securities guarantee and
declaration of trust with the Company and/or the Trust, all of which are dated
as of February 3, 1999, relating to the Company's 6.68% Deferrable Interest
Junior Subordinated Debentures due March 31, 2039 and the Trust's 6.68% Trust
Originated Preferred SecuritiesSM. Harris has also extended credit facilities
to the Company and a subsidiary of the Company and conducts business with the
Company and certain of its affiliates, including cash management and stock
transfer services. Harris also serves as the Rights Agent under the Rights
Agreement. See "Description of Capital Stock--Preferred Stock Purchase Rights."
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SM"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.
DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital stock is subject to the
detailed provisions of the Company's restated certificate of incorporation, as
amended (the "Certificate of Incorporation"), and bylaws, as amended (the
"Bylaws"), and to the Rights Agreement (as defined below). This description
does not purport to be complete and is qualified in its entirety by reference
to the terms of the Certificate of Incorporation, the Bylaws and the Rights
Agreement, which are filed as exhibits to the registration statement. See
"Where You Can Find More Information."
Common and Preferred Stock
The authorized capital stock of the Company consists of 1,400,000,000 shares
of Common Stock, par value $3 per share, and 500,000 shares of Preferred Stock,
par value $100 per share, issuable in series
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("Preferred Stock"). There are no shares of Preferred Stock presently
outstanding. The Board of Directors of the Company is authorized to create and
issue one or more series of Preferred Stock and to determine the rights and
preferences of each series, to the extent permitted by the Certificate of
Incorporation. The holders of shares of the Company's Common Stock are entitled
to one vote for each share held and each share of the Company's Common Stock is
entitled to participate equally in dividends out of funds legally available
therefor, as and when declared by the Board of Directors, and in the
distribution of assets in the event of liquidation. The shares of the Company's
Common Stock have no preemptive or conversion rights, redemption provisions or
sinking fund provisions. The outstanding shares of the Company's Common Stock
are duly and validly issued, fully paid and nonassessable, and any shares of
Common Stock issued in an offering pursuant to this prospectus and any shares
of Common Stock issuable upon the (i) exercise of Common Stock Warrants or (ii)
conversion or exchange of debt securities which are convertible into or
exchangeable for Common Stock, will be duly and validly issued, fully paid and
nonassessable.
Preferred Stock Purchase Rights
On November 5, 1998, Motorola authorized a new rights agreement between the
Company and Harris, as Rights Agent (the "Rights Agreement") to replace the
existing rights agreement dated as of November 9, 1988, as amended, and the
associated rights, which expired as of the close of business on November 20,
1998. The following summary of certain provisions of the Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to all
of the provisions of the Rights Agreement, including particular provisions or
defined terms of the Rights Agreement. See "Where You Can Find More
Information."
Under the Rights Agreement, each outstanding share of Common Stock of the
Company is accompanied by a preferred stock purchase right (a "Right"). Each
Right entitles the registered holder to purchase from the Company one ten-
thousandth of a share of Junior Participating Preferred Stock, Series B, $100
par value per share, of the Company (the "Preferred Shares") at a price of $200
per one ten-thousandth of a Preferred Share (the "Preferred Share Purchase
Price"), subject to adjustment. The Rights attach to shares of Common Stock
outstanding as of the close of business on November 20, 1998 and to shares of
Common Stock which become outstanding thereafter prior to the earliest of the
Distribution Date (as defined below), the redemption of the Rights, the
exchange of the Rights and the expiration of the Rights (and, in certain cases,
following the Distribution Date).
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because of the ability of the Board of Directors to redeem
the Rights.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of
10% or more of the outstanding shares of Common Stock (a "Triggering Event")
and (ii) 10 days following the commencement or announcement of a tender offer
or exchange offer for 10% or more of such outstanding shares of Common Stock
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock certificates
outstanding as of November 20, 1998, by such Common Stock certificate. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the shares of Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after November 20, 1998, upon the transfer or
new issuance of shares of Common Stock (including, unless the applicable
prospectus supplement provides otherwise, the shares of Common Stock issued (i)
in an offering pursuant to this prospectus, (ii) upon exercise of any Common
Stock Warrants or (iii) upon conversion or exchange of debt securities which
are convertible into or exchangeable for Common Stock) will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the
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Rights) the surrender for transfer of any certificate for shares of Common
Stock, outstanding as of November 20, 1998, with or without such notation or a
copy of a summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the shares of Common Stock represented
by such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 20, 2008, unless earlier redeemed by the Company as
described below.
The Preferred Share Purchase Price payable, and the number of Preferred
Shares or other securities, cash or other property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for Common Stock or
convertible securities at less than the current market price of the Common
Stock, (iii) upon the distribution to holders of the Common Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends) and (iv)
in connection with any recapitalization of the Company.
In the event that a person becomes an Acquiring Person, each Right (other
than Rights that are or were beneficially owned by the Acquiring Person and
certain related persons and transferees, which will thereafter be void) shall
thereafter be exercisable not for Preferred Shares, but for a number of shares
of Common Stock (or, in certain cases, fractional Preferred Shares, other
Common Stock equivalents or cash) having a market value of two times the
exercise price of the Right. In the event that, at the time or after a person
becomes an Acquiring Person, the Company is involved in a merger or other
business combination in which (i) the Company is not the surviving corporation,
(ii) Common Stock is changed or exchanged or (iii) 50% or more of the Company's
consolidated assets or earning power are sold, then each Right (other than
Rights that are or were owned by the Acquiring Person and certain related
persons and transferees, which will thereafter be void) shall thereafter be
exercisable for a number of shares of common stock of the acquiring company
having a market value of two times the exercise price of the Right.
In addition, at any time after a Triggering Event and before a person has
acquired beneficial ownership of 50% or more of the outstanding Common Stock,
the Company may elect to exchange all or part of the Rights (excluding void
Rights held by an Acquiring Person and certain related persons and transferees)
at an exchange ratio of one share of Common Stock, or one ten-thousandth of a
Preferred Share (or other Common Stock equivalent), per Right (subject to
adjustment).
At any time prior to a Triggering Event, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Rights Redemption Price"). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Rights Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
At any time prior to a Triggering Event, the Company may amend or supplement
the Rights Agreement without the approval of the Rights Agent or any holder of
the Rights. Thereafter, no amendment may adversely affect the interests of the
Rights holders (other than an Acquiring Person).
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $250 per share and 10,000
times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment equal to the greater of $1,000 per share and
10,000 times the payment made per share of Common Stock. Each Preferred
17
<PAGE>
Share will have 10,000 votes per share, voting together with the Common Stock.
In the event of any merger, consolidation or other transaction in which Common
Stock is exchanged, each Preferred Share will be entitled to receive 10,000
times the amount received per share of Common Stock.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one ten-thousandth interest in a Preferred
Share that may be purchased upon exercise of each Right should approximate the
value of one share of Common Stock.
No fractional shares of Common Stock or Preferred Shares will be required to
be issued upon the exercise of a Right (other than fractions of Preferred
Shares that are integral multiples of one ten-thousandth of a Preferred Share,
which may, at the election of the Company, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made based on the market
price of the Common Stock or Preferred Shares on the last trading day prior to
the date of exercise.
18
<PAGE>
DESCRIPTION OF SECURITIES WARRANTS
We may issue warrants for the purchase of debt securities or common stock,
either independently or together with debt securities. Each series of warrants
will be issued under a separate warrant agreement between the Company and a
bank or trust company, as agent. The warrant agent will act solely as an agent
of the Company and will not assume any obligation for any warrant holders.
Copies of the forms of warrant agreements and the forms of warrant certificates
are filed as exhibits to the registration statement. The following description
of certain provisions of the forms of warrant agreements and warrant
certificates does not purport to be complete and is qualified in its entirety
by reference to all the provisions of the warrant agreements and the warrant
certificates.
General
If we offer warrants for the purchase of debt securities, the applicable
prospectus supplement will describe their terms, which may include the
following:
. the title and aggregate number of such warrants;
. the title, rank, aggregate principal amount, denomination, and terms of
the underlying debt securities;
. the currency of the underlying debt securities or of payment of the
exercise price;
. whether the warrants are issued as a unit with a debt security, and if
so, the number of warrants attached to each such debt security;
. the date, if any, on and after which such warrants and any related
securities will be transferable separately;
. the principal amount of the debt securities purchasable upon exercise of
each warrant and the price, or the manner of determining the price, at
which such debt securities may be purchased upon exercise;
. when such warrants may be exercised and the expiration date;
. whether the warrant certificates will be issued in registered or bearer
form;
. United States federal income tax consequences;
. the terms of any right of the Company to redeem or accelerate the
exercisability of such warrants;
. whether such warrants are to be issued with any other securities;
. the offering price; and
. any other terms of such warrants.
If we offer warrants for the purchase of Common Stock, the applicable
prospectus supplement will describe their terms, which may include the
following:
. the title and aggregate number of such warrants and whether such
warrants will be sold with other securities;
. the number of shares of Common Stock that may be purchased on exercise
of each warrant;
. the price or manner of determining the price, the manner in which the
exercise price may be paid and any minimum number of warrants
exercisable at one time;
. the terms of any right of the Company to redeem such warrants;
. the date, if any, on and after which such warrants and any related
series of debt securities will be transferable separately;
19
<PAGE>
. when such warrants may be exercisable and the expiration date;
. the terms of any right of the Company to accelerate the exercisability
of the warrants;
. United States federal income tax consequences; and
. any other terms of such warrants.
Warrants for the purchase of Common Stock will be offered and exercisable
for U.S. dollars only.
Warrants may be exchanged for new warrants of different denominations, may
(if in registered form) be presented for registration of transfer and may be
exercised at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement. No service charge
will be made for any permitted transfer or exchange of warrant certificates,
but holders must pay any tax or other applicable governmental charge. Prior to
the exercise of any warrant to purchase underlying debt securities, holders of
such warrants will not have any of the rights of holders of the debt securities
purchasable upon such exercise, including the right to receive payments of
principal of (or premium, if any) or interest, if any, on the debt securities
purchasable upon such exercise or to enforce covenants in the applicable
indenture. Prior to the exercise of any warrants to purchase Common Stock,
holders of such warrants will not have any rights of holders of the Common
Stock purchasable upon such exercise, including the right to receive payments
of dividends, if any, on the Common Stock purchasable upon such exercise or to
exercise any applicable right to vote.
Exercise of Warrants
Each warrant will entitle the holder to purchase underlying debt securities
or Common Stock, as the case may be, at the exercise price described in, or
calculable from, the applicable prospectus supplement. Unexercised warrants
will become void after the close of business on the expiration date.
Holders can exercise warrants by delivering the exercise price and certain
required information to the warrant agent. Warrants will be deemed to have been
exercised upon receipt of payment of the exercise price, subject to the
receipt, within five business days, of the warrant certificate. Upon receipt of
such payment and such warrant certificate properly completed and duly executed
at the corporate trust office of the warrant agent or any other office
indicated in the applicable prospectus supplement, the Company will, as soon as
practicable, issue and deliver the underlying debt securities or Common Stock,
as the case may be, purchasable upon such exercise. If fewer than all of the
warrants represented by a warrant certificate are exercised, the Company will
issue a new warrant certificate for the remaining warrants. The holder of a
warrant must pay any tax or other governmental charge imposed in connection
with the issuance of underlying debt securities or Common Stock purchased upon
exercise of a warrant.
Modifications
The warrant agreements and the terms of the warrants may be modified or
amended by the Company and the warrant agent, without the consent of any
holder, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained therein, or in
any other manner that the Company deems necessary or desirable and that will
not materially adversely affect the interests of the holders of the warrants.
The Company and the warrant agent may also modify or amend the warrant
agreement and the terms of the warrants with the consent of a majority of the
holders of the then outstanding unexercised warrants affected thereby; provided
that no such modification or amendment that accelerates the expiration date,
increases the exercise price, reduces the number of outstanding warrants
required for consent of any such modification or amendment, or otherwise
materially adversely affects the rights of the holders of the warrants, may be
made without the consent of each holder affected thereby.
20
<PAGE>
Common Stock Warrant Adjustments
The terms and conditions on which the exercise price of and/or the number of
shares of Common Stock covered by a warrant are subject to adjustment will be
set forth in the warrant certificate and the applicable prospectus supplement.
Such terms will include provisions for adjusting the exercise price and/or the
number of shares of Common Stock covered by such warrant; the events requiring
such adjustment; the events upon which the Company may, in lieu of making such
adjustment, make proper provisions so that the holder of such warrant, upon
exercise thereof, would be treated as if such holder had exercised such warrant
prior to the occurrence of such events; and provisions affecting exercise in
the event of certain events affecting the Common Stock.
21
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities offered pursuant to this prospectus through
agents, through underwriters or dealers or directly to one or more purchasers.
Underwriters, dealers and agents that participate in the distribution of the
securities offered pursuant to this prospectus may be underwriters as defined
in the Securities Act of 1933 and any discounts or commissions received by them
from us and any profit on the resale of the offered securities by them may be
treated as underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation (including
underwriting discount) will be described in the applicable prospectus
supplement. The prospectus supplement will also describe other terms of the
offering, including any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the offered securities may be
listed.
The distribution of the securities offered under this prospectus may occur
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
If the applicable prospectus supplement indicates, we will authorize dealers
or our agents to solicit offers by certain institutions to purchase offered
securities from us pursuant to contracts that provide for payment and delivery
on a future date. We must approve all institutions, but they may include, among
others:
. commercial and savings banks;
. insurance companies;
. pension funds;
. investment companies; and
. educational and charitable institutions.
The institutional purchaser's obligations under the contract are only
subject to the condition that the purchase of the offered securities at the
time of delivery is allowed by the laws that govern the purchaser. The dealers
and our agents will not be responsible for the validity or performance of the
contracts.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain civil liabilities.
When we issue the securities offered by this prospectus (except for shares
of Common Stock), they may be new securities without an established trading
market. If we sell a security offered by this prospectus to an underwriter for
public offering and sale, the underwriter may make a market for that security,
but the underwriter will not be obligated to do so and could discontinue any
market making without notice at any time. Therefore, we cannot give any
assurances to you concerning the liquidity of any security offered by this
prospectus.
Underwriters and agents and their affiliates may be customers of, engage in
transactions with, or perform services for us or our subsidiaries in the
ordinary course of their and/or our businesses.
22
<PAGE>
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Carol H.
Forsyte of the Company's Law Department and Kirkland & Ellis (a partnership
including professional corporations), Chicago, Illinois. As of March 31, 2000,
Ms. Forsyte owned approximately 399 shares of Common Stock and held options to
purchase 11,833 shares of Common Stock, of which options to purchase 3,800
shares were currently exercisable.
EXPERTS
The consolidated financial statements and schedule, and the supplemental
consolidated financial statements and schedule, of Motorola, Inc. and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, and upon the authority of said
firm as experts in auditing and accounting.
23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate pursuant to instruction to Item 511 of
Regulation S-K, subject to future contingencies, of the expenses to be incurred
by the Registrant in connection with the issuance and distribution of the
securities being registered:
<TABLE>
<S> <C>
Registration Fee................................................ $278,000
Legal Fees and Expenses......................................... 120,000
Trustee Fees and Expenses....................................... 60,000
Accounting Fees and Expenses.................................... 30,000
Blue Sky and Legal Investment Fees and Expenses................. 60,000
Printing and Engraving Fees..................................... 100,000
Rating Agency Fees.............................................. 100,000
Listing Fees.................................................... 60,000
Miscellaneous................................................... 30,000
--------
Total....................................................... $838,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation and its directors'
and officers' liability insurance policy provide for indemnification of its
directors and officers against certain liabilities.
Reference is made to Section 6 of the Form of Underwriting Agreements filed
as Exhibit 1(a) and to Section 8 of the Form of Distribution Agreement filed as
Exhibit 1(b) for a description of the contemplated indemnification
arrangements.
Item 16. Exhibits
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.*
1.2 Form of Distribution Agreement (incorporated by reference to
Exhibit 1(b) of the Registrant's Registration Statement on Form S-
3 dated October 17, 1994 (File No.
33-56055)).
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i)(b) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended April 2, 1994 (File No. 1-
7221)).
4.2 Certificate of Designations, Preferences and Rights of Junior
Participating Preferred Stock, Series B (incorporated by reference
to Exhibit 3.3 to Motorola's Registration Statement on Form S-3
dated January 20, 1999 (Registration No. 333-70827)).
4.3 By-Laws, as amended through February 17, 1999 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 1-
7221)).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.4 Rights Agreement, dated as of November 5, 1998 between Motorola,
Inc. and Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 1.1 to Registrant's
Registration Statement on Form 8-A/A dated March 16, 1999 (File
No.
1-7221)).
4.5 Senior Indenture, dated as of May 1, 1995, between Harris Trust
and Savings Bank and Motorola, Inc. (incorporated by reference to
Exhibit 4(d) of the Registrant's Registration Statement on Form
S-3 dated September 25, 1995 (File No. 33-62911)).
4.6 Form of Subordinated Indenture (incorporated by reference to
Exhibit 4(e) of the Registrant's Registration Statement on Form
S-3 dated October 17, 1994 (File No.
33-56055)).
4.7 Form of Senior Security (incorporated by reference to Exhibit
4(g) of the Registrant's Registration Statement on Form S-3 dated
October 17, 1994 (File No. 33-56055)).
4.8 Form of Subordinated Security (incorporated by reference to
Exhibit 4(h) of the Registrant's Registration Statement on Form
S-3 dated October 17, 1994 (File No.
33-56055)).
4.9 Form of Debt Warrant Agreement (incorporated by reference to
Exhibit 4(i) of the Registrant's Registration Statement on Form
S-3 dated October 17, 1994 (File No.
33-56055)).
4.10 Form of Common Stock Warrant Agreement (incorporated by reference
to Exhibit 4(j) of the Registrant's Registration Statement on
Form S-3 dated October 17, 1994 (File No.
33-56055)).
4.11 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4(k) of the Registrant's Registration Statement on Form
S-3 dated October 17, 1994 (File No.
33-56055)).
4.12 Form of Warrant Certificate for Common Stock (incorporated by
reference to Exhibit 4(l) of the Registrant's Registration
Statement on Form S-3 dated October 17, 1994 (File No. 33-
56055)).
4.13 Form of Warrant Certificate for debt securities (incorporated by
reference to Exhibit 4(m) of the Registrant's Registration
Statement on Form S-3 dated October 17, 1994 (File No. 33-
56055)).
5 Opinion and Consent of Carol H. Forsyte, Esq.*
8 Form of Opinion re Certain Tax Matters (incorporated by reference
to Exhibit 8 of the Registrant's Registration Statement on Form
S-3 dated October 17, 1994 (File No.
33-56055)).
12 Statement re: computation of ratio of earnings to fixed charges.
23.1 Consent of Carol H. Forsyte (included as part of Exhibit 5).*
23.2 Consent of KPMG LLP.
24 Powers of Attorney (included on signature page).*
25.1 Statement of Eligibility of Harris Trust and Savings Bank, as
Trustee, on Form T-1 (incorporated by reference to Exhibit 25(a)
of the Registrant's Registration Statement on Form S-3 dated
October 17, 1994 (File No. 33-56055)).
</TABLE>
- --------
* previously filed.
II-2
<PAGE>
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The Registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Act.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg and the State of
Illinois, on the 13th day of April, 2000.
MOTOROLA, INC.
/s/ Carl F. Koenemann
By: _________________________________
Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
* * * *
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and April 13, 2000
____________________________________ Chief Executive Officer
Christopher B. Galvin (Principal Executive
Officer)
* Executive Vice President and April 13, 2000
____________________________________ Chief Financial Officer
Carl F. Koenemann (Principal Financial
Officer)
* Senior Vice President and April 13, 2000
____________________________________ Controller
Anthony Knapp (Principal Accounting
Officer)
* Director April 13, 2000
____________________________________
Ronnie C. Chan
* Director April 13, 2000
____________________________________
H. Laurance Fuller
* Director April 13, 2000
____________________________________
Robert W. Galvin
* Director April 13, 2000
____________________________________
Robert L. Growney
* Director April 13, 2000
____________________________________
Anne P. Jones
* Director April 13, 2000
____________________________________
Donald R. Jones
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 13, 2000
____________________________________
Judy C. Lewent
* Director April 13, 2000
____________________________________
Dr. Walter E. Massey
* Director April 13, 2000
____________________________________
Nicholas Negroponte
* Director April 13, 2000
____________________________________
John E. Pepper, Jr.
* Director April 13, 2000
____________________________________
Samuel C. Scott III
* Director April 13, 2000
____________________________________
Gary L. Tooker
* Director April 13, 2000
____________________________________
B. Kenneth West
* Director April 13, 2000
____________________________________
Dr. John A. White
</TABLE>
*By/s/ Carl F. Koenemann
Carl F. Koenemann
as Attorney-In-Fact
II-5
<PAGE>
Exhibit 12
Motorola, Inc.
Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------
(In Millions) 1999 1998 (4) 1997 1996 1995
-----------------------------------------------
<S> <C> <C> <C> <C> <C>
Pretax income (loss) (1) $1,434 ($1,230) $1,814 $1,626 $3,248
Capitalized interest $0 $0 $0 $0 $0
Fixed charges
(as calculated below) $568 $460 $342 $388 $295
-----------------------------------------------
Earnings (2) $2,002 ($770) $2,156 $2,014 $3,543
===============================================
Fixed charges:
Interest expense (5) $399 $348 $234 $290 $230
Rent expense interest factor $169 $112 $108 $98 $65
-----------------------------------------------
Total fixed charges (3) $568 $460 $342 $388 $295
===============================================
Ratio of earnings to fixed charges 3.5 -- 6.3 5.2 12.0
===============================================
</TABLE>
(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) of SEC Regulation S-K.
(4)-Earnings were inadequate to cover fixed charges by $1.2 billion for the year
ended December 31, 1998.
(5)-The Company was a guarantor of Iridium's $750 million guaranteed credit
agreement. On November 15, 1999, the Company satisfied its guarantee
obligations under this agreement by paying approximately $743 million to the
banks providing loans under the agreement. Included with this payment was
approximately $3 million in interest charges which have been aggregated in
the 1999 total interest expense used for the calculation of total fixed
charges.
<PAGE>
[LOGO] KPMG
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Motorola, Inc.:
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-76041) of Motorola, Inc. of our
reports dated January 17, 2000, except as to Note 15, which is as of March 17,
2000, and our reports dated March 17, 2000, with respect to the consolidated and
supplemental consolidated balance sheets of Motorola, Inc. and subsidiaries as
of December 31, 1999 and 1998, and the related consolidated and supplemental
consolidated statements of operations, stockholders' equity, and cash flows and
the related consolidated and supplemental consolidated financial statement
schedule for each of the years in the three-year period ended December 31, 1999,
which reports appear in or are incorporated by reference in the annual report on
Form 10-K of Motorola, Inc. for the year ended December 31, 1999 or in the Form
8-K/A of Motorola, Inc. dated March 24, 2000 and to the reference to our firm
under the heading "Experts" in the Prospectus.
KPMG LLP
Chicago, Illinois
April 13, 2000
[KPMG LETTERHEAD APPEARS HERE]
