SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Also constitutes Amendment No. 2 - FINAL to Schedule 13G of
General Instrument Corporation dated April 16, 1998 as amended by that certain
Amendment No. 1 dated August 20, 1999)
Broadcom Corporation
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(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
111320107
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(CUSIP Number)
January 5, 2000
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(Date which requires filing of this document)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
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CUSIP No. 111320107 Schedule 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Motorola, Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 4,310,000 shares of Class A Common Stock (See responses to
Item 2(d) and Item 4(a))
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 4,310,000 shares of Class A Common Stock (See responses to
Item 2(d) and Item 4(a))
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,310,000 shares of Class A Common Stock (See responses to Item 2(d) and
Item 4(a))
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6% of the Class A Common Stock (See response to Item 4(b))
________________________________________________________________________________
12. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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CUSIP No. 111320107 Schedule 13G Page 3 of 5 Pages
________________________________________________________________________________
Item 1(a). Name of Issuer:
Broadcom Corporation
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
16215 Alton Parkway
Irvine, California 92618
________________________________________________________________________________
Item 2(a). Name of Person Filing:
Motorola, Inc. ("Motorola") (1)
________________________________________________________________________________
Item 2(b). Address of principal business office, or, if none, residence:
1303 East Algonquin Road
Schaumburg, IL 60196
________________________________________________________________________________
Item 2(c). Citizenship:
Delaware
________________________________________________________________________________
Item 2(d). Title of class of securities:
Class A Common Stock, $0.0001 par value per share (1)
________________________________________________________________________________
Item 2(e). CUSIP Number:
111320107
________________________________________________________________________________
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
________________________________________________________________________________
Item 4. Ownership:
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 2(d).
(a) Amount beneficially owned: 4,310,000 (2)
(b) Percent of class: 7.6% (3)
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(1) General Instrument Corporation ("General Instrument") is the registered
holder of (a) 160,000 shares of Class A Common Stock and (b) 4,150,000
shares of Class B Common Stock, which are convertible into Class A Common
Stock on a share for share basis.
On January 5, 2000, pursuant to an agreement and plan of merger (the
"Agreement and Plan of Merger"), dated September 14, 1999, General
Instrument merged with and into Lucerne Acquisition Corp. ("Lucerne"), a
Delaware corporation and a wholly-owned subsidiary of Motorola (the
"Merger"). As a result of the Merger the separate corporate existence of
Lucerne ceased and General Instrument continued as the surviving
corporation as a wholly-owned subsidiary of Motorola. In connection with
the Merger, each outstanding share of General Instrument common stock was
exchanged for 0.575 shares of Motorola common stock, with cash in lieu of
any fractional Motorola shares that former General Instrument stockholders
would have otherwise received.
As a result of the Merger, General Instrument became a wholly-owned
subsidiary of Motorola and, therefore, Motorola became the sole beneficial
owner of the 4,310,000 shares of Broadcom Corporation held by General
Instrument, with the sole voting and investment power with respect to such
shares. Consequently, Motorola has assumed the reporting obligations with
respect to such shares, and no future statements on Schedule 13G or
amendments will be filed by General Instrument with respect to such
shares.
(2) This number of shares beneficially owned takes into account the sale of
65,000 shares of Class A Common Stock on December 22-23, 1999.
(3) Based on the number of shares of Class A Common Stock outstanding as of
November 10, 1999 (as reported in Broadcom Corporation's Form 10-Q filed
with the SEC on November 15, 1999), Motorola's percentage ownership is
7.6% as of the date of this filing. Pursuant to Rule 13d-3(d)(1)(I),
Motorola's shares of Class B Common Stock are deemed to be outstanding
shares of Class A Common Stock for purposes of computing the percentage of
Class A Common Stock beneficially owned by Motorola.
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CUSIP No. 111320107 Schedule 13G Page 4 of 5 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
4,310,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
4,310,000
(iv) shared power to dispose or to direct the disposition of
0
________________________________________________________________________________
Item 5. Ownership of five percent or less of a class:
Not Applicable
________________________________________________________________________________
Item 6. Ownership of more than five percent on behalf of another person:
Not Applicable
________________________________________________________________________________
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company:
Not Applicable
________________________________________________________________________________
Item 8. Identification and classification of members of the group:
Not Applicable
________________________________________________________________________________
Item 9. Notice of dissolution of group:
Not Applicable
________________________________________________________________________________
Item 10. Certifications:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP No. 111320107 Schedule 13G Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 14, 2000 MOTOROLA, INC.
By: /s/ Carl F. Koenemann
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Name: Carl F. Koenemann
Title: Executive Vice President and
Chief Financial Officer
