SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
GENERAL INSTRUMENT CORPORATION (FORMERLY NEXTLEVEL SYSTEMS, INC.)
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
370120107
----------------------------------------------
(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson Forstmann Little & Co. Subordinated
One New York Plaza Debt & Equity Management
New York, NY 10004 Buyout Partnership-IV
Attn: Aviva Diamant, Esq. Instrument Partners
(212) 859-8000 c/o Forstmann Little & Co.
767 Fifth Avenue
New York, NY 10153
Attn: Steven B. Klinsky
(212) 355-5656
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 2, 1999
----------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
- --------------
*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 disclosures provided in a prior cover page.
The information required on 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>
CUSIP No. 370120107 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FORSTMANN LITTLE & CO. SUBORDINATED DEBT AND EQUITY MANAGEMENT
BUYOUT PARTNERSHIP-IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,161,657
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,161,657
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,161,657
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 370120107 13D Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
INSTRUMENT PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,547,008
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 11,547,008
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,547,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the common stock, par value $.01 per
share (the "Common Stock"), of General Instrument Corporation, a Delaware
corporation (the "Company"), previously filed by Instrument Partners, a New
York limited partnership, and Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-IV ("MBO-IV"; together with Instrument
Partners, the "Partnerships"), a New York limited partnership. Capitalized
terms used and not defined in this Amendment have the meanings set forth in
the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
ITEM 4. Purpose of the Transaction
--------------------------
Item 4 is hereby amended and supplemented as follows:
Alternatively, MBO-IV and Instrument Partners are considering the sale
of their shares of Common Stock of the Company by other means, including
through open market transactions, block trades, privately negotiated
transactions, sales back to the Company, or otherwise.
<PAGE>
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.
Dated: April 2, 1999 INSTRUMENT PARTNERS
By: FLC XXII Partnership,
its general partner
By:/s/ Steven B. Klinsky
------------------------
Steven B. Klinsky,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED DEBT
AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-IV
By: FLC XXIX Partnership, L.P.,
its general partner
By: /s/ Steven B. Klinsky
------------------------
Steven B. Klinsky,
a general partner
