UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 14
NEXT LEVEL COMMUNICATIONS, INC.
(Name of Subject Company (issuer))
MOTOROLA, INC.
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
65333U 10 4
(CUISIP Number of Class of Securities)
Michelle M. Warner
Motorola, Inc.
1303 East Algonquin Road, Schaumburg, IL 60196
(847) 576-5000
(Name, address, and telephone numbers of persons authorized
to receive notices and communications on behalf of filing persons))
Calculation of Filing Fee
Transaction valuation(1) |
Amount of filing fee(2) |
|
---|---|---|
$33,234,912 |
$3,027 |
Amount Previously Paid: | $2,800 | |
Form or Registration No.: | Not applicable | |
Filing Party: | Motorola, Inc. | |
Date Filed: | January 27, 2003 | |
Amount Previously Paid: |
$227 |
|
Form or Registration No.: | Not applicable | |
Filing Party: | Motorola, Inc. | |
Date Filed: | March 26, 2003 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
ý | third party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
ý | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
Amendment No. 14 amends and supplements the Tender Offer Statement, Rule 13e-3 Transaction Statement and Schedule 13D/A filed under cover of Schedule TO initially filed with the Securities and Exchange Commission ("SEC") on January 27, 2003, and as amended and supplemented by Amendment No. 1 filed with the SEC on February 4, 2003, Amendment No. 2 filed with the SEC on February 21, 2003, Amendment No. 3 filed with the SEC on February 26, 2003, Amendment No. 4 filed with the SEC on February 28, 2003, Amendment No. 5 filed with the SEC on March 3, 2003, Amendment No. 6 filed with the SEC on March 4, 2003, Amendment No. 7 filed with the SEC on March 5, 2003, Amendment No. 8 filed with the SEC on March 10, 2003, Amendment No. 9 filed with the SEC on March 17, 2003, Amendment No. 10 filed with the SEC on March 17, 2003, Amendment No. 11 filed with the SEC on March 20, 2003, Amendment No. 12 filed with the SEC on March 24, 2003 and Amendment No. 13 filed with the SEC on March 26, 2003 (as so amended, the "Schedule TO") by Motorola, Inc., a Delaware corporation ("Motorola"), to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Next Level Communications, Inc., a Delaware corporation ("Next Level"), not owned by Motorola or its subsidiaries, at an increased purchase price of $1.18 per Share net to the seller in cash ("Offer Price"). The original offer is set forth in the in the Offer to Purchase dated January 27, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Amended Offer"), copies of which were attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively to the Schedule TO. Capitalized terms used herein and not otherwise defined have the respecting meanings ascribed to them in the Offer to Purchase.
N/A
(a)(1)(xxxii) Text of Press Release issued by Motorola, Inc. and Spencer Trask & Co., dated April 1, 2003.
N/A
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After due 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.
MOTOROLA, INC. | |||
By: |
/s/ DONALD F. MCLELLAN |
||
Name: | Donald F. McLellan | ||
Title: | Corporate Vice President & Director, Corporate Development | ||
Date: April 1, 2003 |
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