TELE COMMUNICATIONS INC /CO/
SC 13D/A, 1999-05-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*
                                      FINAL

                         General Instrument Corporation
                         ------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                          ----------------------------
                        (Title of Classes of Securities)

                                   370120 10 7
                                   -----------
                                 (CUSIP Numbers)

      Stephen M. Brett, Esq., Executive Vice President and General Counsel,
                            Tele-Communications, Inc.
                            9197 South Peoria Street
                              Englewood, CO 80112
                                 (720-875-5500)
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  MARCH 9, 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), Rule 13d-1(f) or Rule 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.

*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).


                          Exhibit Index is on Page n/a



<PAGE>   2



Cusip No. - 370120 10 7



- --------------------------------------------------------------------------------
         (1)      Names of Reporting Persons S.S. or I.R.S. Identification Nos.
                  of Above Persons

                  TELE-COMMUNICATIONS, INC.

- --------------------------------------------------------------------------------
         (2)      Check the Appropriate Box if a Member of a Group
                                                            (a) [ ]
                                                            (b) [ ]

- --------------------------------------------------------------------------------
         (3)      SEC Use Only

- --------------------------------------------------------------------------------
         (4)      Source of Funds
                  OO

- --------------------------------------------------------------------------------
         (5)      Check if Disclosure of Legal Proceedings is Required Pursuant
                  to Items 2(d) or 2(e) [ ]

- --------------------------------------------------------------------------------
         (6)      Citizenship or Place of Organization
                  Delaware

- --------------------------------------------------------------------------------
 Number of        (7)      Sole Voting Power             0 Shares  Common Stock
Shares Bene-               
  ficially                 -----------------------------------------------------
 Owned by         (8)      Shared Voting Power           0 Shares Common Stock
Each Report-               
 ing Person                -----------------------------------------------------
   With           (9)      Sole Dispositive Power        0 Shares Common Stock
                           
                           -----------------------------------------------------
                  (10)     Shared Dispositive Power      0 Shares Common Stock

- --------------------------------------------------------------------------------
         (11)     Aggregate Amount Beneficially Owned by Each Reporting Person

                           0 Shares Common Stock

- --------------------------------------------------------------------------------
         (12)     Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares            [ ]

- --------------------------------------------------------------------------------
         (13)     Percent of Class Represented by Amount in Row (11)

                           0%  Common Stock

- --------------------------------------------------------------------------------
         (14)     Type of Reporting Person

                           HC, CO


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<PAGE>   3



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                               (Amendment No. 3)
                                      FINAL

                                  Statement of

                            TELE-COMMUNICATIONS, INC.

                        Pursuant to Section 13(d) of the
                         Securities Exchange Act of 1934

                                  in respect of

                         General Instrument Corporation 
                         ------------------------------ 
                         (Commission File No. 001-12925)


ITEM 1.  Security and Issuer

         Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement") with
respect to the Common Stock, $.01 par value, of General Instrument Corporation,
a Delaware Corporation (the "Issuer"), which Common Stock was previously
reported as beneficially owned by TCI (the "Common Stock"). The Issuer's
principal executive offices are located at 101 Tournament Drive, Horsham, PA,
19044. Unless otherwise indicated, capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Statement.

ITEM 3.  Source and Amount of Funds or Other Consideration

         Item 3 of the Statement is hereby amended and supplemented by adding
         the following:

         Amendment No. 2 to TCI's Statement contained the following statement:

                  "On November 15, 1998, NDTC placed an order with the Issuer
         for the purchase of a requisite number of digital terminals, whereby
         NDTC met the threshold purchase requirements established as a condition
         to the vesting of the 1998 Warrants."

         For purposes of clarification, such statement is hereby amended to 
         state as follows:

                  "On November 15, 1998, NDTC placed an order with the Issuer
         for the purchase of a requisite number of digital terminals whereby,
         upon delivery and payment therefor, NDTC met the threshold purchase
         requirements established as a condition to the vesting of the 1998
         Warrants."

         On March 9, 1999, TCI became a wholly-owned subsidiary of AT&T Corp., a
New York corporation ("AT&T") pursuant to a merger of an AT&T subsidiary with
and into TCI (the "AT&T Merger"). Pursuant to an internal restructuring
conducted by TCI in conjunction with the AT&T Merger (the "Restructuring"),
Liberty Media Corporation, a wholly-owned subsidiary of TCI ("LMC"), assumed


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<PAGE>   4


beneficial ownership of the Common Stock, and has filed an initial Statement on
Schedule 13D to reflect such assumption. Consequently, subsequent Statements on
Schedule 13D pertaining to the Common Stock will be filed by LMC.

ITEM 5.  Interest in Securities of the Issuer

         Item 5 of the Statement is hereby amended and supplemented by adding
the following:

         (c) In connection with the Restructuring, LMC assumed beneficial
ownership of the Common Stock.

         (e) As a result of the Restructuring and LMC's assumption of beneficial
ownership of the Common Stock pursuant thereto, LMC has assumed the reporting
obligations with respect to such Common Stock.


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<PAGE>   5




                                    SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 3 to the
Statement is true, complete and correct.


April 28, 1999                             TELE-COMMUNICATIONS,  INC.



                                           /s/ Stephen M. Brett
                                           ---------------------------------
                                           Stephen M. Brett
                                           Executive Vice President and
                                           General Counsel



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