SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 5, 2000
MOTOROLA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7221 36-1115800
(Commission File No.) (IRS Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois 60196
(Address of principal executive offices)
(847) 576-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS
On January 5, 2000, Motorola Inc. completed the acquisition of
General Instrument Corporation ("General Instrument") through a merger of
General Instrument with a wholly owned subsidiary of Motorola. In the merger,
each outstanding share of General Instrument common stock was converted into the
right to receive 0.575 shares of Motorola common stock. In total, Motorola will
issue approximately 122 million shares of Motorola common stock in connection
with the merger. Reference is made to Motorola's Registration Statement on Form
S-4 (File No. 333-88735) for further information regarding the merger. A copy of
the press release announcing the consummation of the merger is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
It is impracticable for Motorola to file the financial statements and
information required by Items 7(a) and (b) of the General Instructions to Form
8-K at this time. Motorola will file such financial statements and information
as soon as practicable and in any event no later than the date on which Motorola
is required to file such statements and information pursuant to Items 7(a)(4)
and 7(b)(2) of the General Instructions to Form 8-K.
(c) EXHIBITS
99.1 Press Release of Motorola dated January 5, 2000 announcing completion
of the acquisition.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 6, 2000
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
-----------------------------
Carl F. Koenemann
Executive Vice President and
Chief Financial Officer
EXHIBIT 99.1
For Information, Contact:
Motorola General Instrument
Media: Media:
Tim Kellogg Sharon Corbitt
847-538-1484 215-323-1873
Investor Relations: Investor Relations:
Ed Gams Dario Santana
847-576-6873 215-323-1213
MOTOROLA AND GENERAL INSTRUMENT COMPLETE MERGER
New Motorola Broadband Communications Sector Ready to Lead the Convergence
of Voice, Video and Data Technologies
SCHAUMBURG, Ill., January 5, 2000 - Motorola, Inc. (NYSE: MOT) announced
that the company and General Instrument Corporation (NYSE: GIC) completed their
previously announced merger following GIC shareholder approval at a special
meeting held today. In the merger, valued at approximately $17 billion, each
share of General Instrument was converted into 0.575 shares of Motorola common
stock.
This merger positions Motorola as a leader in the convergence of voice, video
and data technologies. The combined company will focus on broadband solutions,
which deliver interactive television, the Internet and telephone services over
wired and wireless networks.
"The completion of the merger between Motorola and General Instrument has
created the Motorola Broadband Communications Sector, a leading end-to-end
solutions provider for the exploding broadband access marketplace," said
Christopher B. Galvin, chairman and chief executive officer of Motorola, Inc.
"Motorola has been a global leader in providing integrated communications
solutions for the person, the work team, and the automobile. With this merger,
Motorola is also poised to lead the transition to converged services in the
home."
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Headed by Edward D. Breen, former chairman and chief executive officer of
General Instrument, the Broadband Communications Sector is the newest sector
within Motorola's Communications Enterprise. The focus of the sector is to
deliver a full range of integrated and interactive broadband access solutions to
the home along with "home hubs" to handle high-speed Internet access and video
entertainment, and carrier-quality voice services.
The Motorola Broadband Communications Sector is among the world's leading
suppliers of digital and analog set-top terminals and systems for wired and
wireless cable television networks, cable modems and modem network routers,
circuit-switched and packet-based hybrid fiber/coaxial (HFC) voice solutions,
and HFC network transmission systems used by cable operators. In addition, it is
a leading provider of digital satellite systems for programmers, direct-to-home
satellite networks and private networks for business communications.
As a result of the merger, Motorola now also holds approximately an 80 percent
stake, based on the number of shares currently outstanding, of Next Level
Communications, Inc. Next Level is a provider of broadband communications
systems that enable telephone companies to cost-effectively deliver a full suite
of voice, video and data services over the existing copper wire telephone
infrastructure.
The transaction will be accounted for as a pooling of interests. Motorola said
it intends that the merger will not be dilutive in 2000 as various potential
synergies related to cost reduction and sales growth opportunities are brought
forward into this year. The merger is expected to strengthen earnings per share
in 2001 and beyond.
"The newly merged company offers broadband operators the technologies and
capabilities they need to achieve their network strategies by combining GI's
leadership in converged voice, video and data networks with Motorola's global
reach and brand identity," said Breen. "As a leader in broadband access, we're
expanding our worldwide presence and leveraging cost-saving opportunities while
we focus on products and technologies to deliver converged services over cable
lines and wireless networks."
The Broadband Communications Sector is positioned to offer not only access
technologies, but also gateways for managing the flow of traffic from
circuit-switched and packet-based backbone networks; gatekeepers to facilitate
call-processing; and IP-based applications and services for the integrated
network of the future. The sector expects to drive the transformation of the
current hierarchically structured telecommunications network into a peer-to-peer
distributed model that facilitates broader communication and expanded service
offerings for the broadband marketplace.
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"Motorola believes that cable industry consolidation will continue and that
customers will want to build strategic partnerships with suppliers capable of
providing end-to-end systems, which deliver today's solutions and the new
revenue-generating services of tomorrow," said Merle L. Gilmore, executive vice
president, Motorola and president of the Communications Enterprise. "This merger
is about growth and catapults Motorola into a solid position in the high-growth
broadband business."
About Motorola
Motorola is a global leader in providing integrated communications solutions
and embedded electronic solutions. These include:
o 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.
o Embedded semiconductor solutions for customers in networking, transporta-
tion, wireless communications and imaging and entertainment markets.
o Embedded electronic systems for automotive, communications, imaging,
manufacturing systems, computer and consumer markets.
o Digital and analog systems and set-top terminals for broadband cable
television operators.
Motorola's and General Instrument's combined sales on a pro forma basis in 1998
were $31.3 billion.
For more information, visit us on the Web at www.motorola.com.
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Business Risks:
Statements about Motorola's future financial performance, the accounting
treatment of the transaction, continuing consolidation in the cable industry,
and the business of Motorola's new Broadband Communications Sector are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. It is uncertain whether any of the events
anticipated by the forward-looking statements will transpire or occur, or, if
any of them do so, what impact they will have on the results of operations and
financial condition of the Broadband Communications Sector, Motorola or the
price of its stock. Motorola wishes to caution the reader that the following
factors and those in its 1999 Proxy Statement on pages F-15 through F-18, in its
Form 10-Q for the period ending October 2, 1999, and in its other SEC filings
could cause the actual results of Motorola or the Broadband Communications
Sector to differ materially from those in the forward-looking statements: the
ability of the companies to successfully integrate General Instrument's
business, capitalize on the combined technologies and realize synergies in terms
of growth and cost savings; the ability of the combined companies to meet the
demand for new products at lower costs; the continued growth of the interactive
TV market and the impact of regulation on such growth; the availability of the
favorable tax treatment and accounting treatment for the merger; and factors
affecting the continued consolidation in the cable industry.
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