SC TO-C

QuickLinks -- Click here to rapidly navigate through this document

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.            )

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*	Amount of filing fee
N/A	N/A

*

Set forth the amount on which the filing fee is calculated and state how it was determined.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

                Amount Previously Paid:

                Form or Registration No.:

                Filing Party:

                Date Filed:

ý

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

Item 1 - 11

N/A

Item 12. Exhibits.

Exhibit 99.1	Text of Press Release, issued by Motorola, Inc. on January 13, 2003.
Exhibit 99.2	Questions and Answers for Motorola, Inc. Tender Offer for Next Level Communications Common Stock, January 13, 2003

Item 13. Information Required by Schedule 13E-3.

N/A

2

SIGNATURE

        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.

/s/  DONALD F. MCLELLAN (Signature)

Donald F. McLellan, Corporate Vice President (Name and Title)

January 13, 2003 (Date)

3

QuickLinks

Item 1 - 11
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE

EX-99.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

Motorola Announces Plans to Acquire Balance of Next Level
Communications Stock

        SCHAUMBURG, IL (January 13, 2003)—Motorola, Inc. (NYSE:MOT) today announced that it intends to make a tender offer for all of the outstanding publicly held shares of its subsidiary, Next Level Communications, Inc. (NASDAQ:NXTV). Motorola currently owns 74% of the outstanding common stock of Next Level and intends to offer to acquire the balance of Next Level's common stock at $1.04 per share in cash, representing a 14.4% premium over the closing price on January 10, 2003 and a 28.6% premium over the average closing price for the last 90 trading days. The aggregate consideration for the outstanding Next Level shares (including shares outstanding following exercise of in-the-money options) would be approximately $30 million.

        Motorola acquired shares of Next Level through its acquisition of General Instrument Corporation, which became the basis for the formation of its Broadband Communications Sector in January 2000. In December 2000, Motorola began providing capital to Next Level to support its operations and since that time has provided over $175 million in funding and $30 million in financial guarantees to its Next Level subsidiary.

        "We continue to re-evaluate our business portfolio and seek ways to improve the financial strength and performance of our businesses," said Don McLellan, corporate vice president of mergers and acquisitions, Motorola. "Reintegrating our Next Level subsidiary provides the talented Next Level team a financially sound base and broader resources to continue deploying industry-leading broadband access platforms. At the same time Next Level will avoid the escalating costs and management time spent reassuring customers and suppliers of Next Level's financial viability, seeking additional financing sources and remaining publicly traded."

ABOUT THE TENDER OFFER

        The offer will be conditioned upon, among other things (1) the tender of a majority of Next Level shares not held by Motorola and its affiliates, and (2) unless waived, Motorola owning at least 90% of the outstanding Next Level common stock as a result of the tender offer or otherwise. The tender will not be conditioned on Motorola obtaining any financing. Any shares not acquired in the tender offer are expected to be acquired in a subsequent "short form" merger transaction at the same $1.04 per share cash price.

        Motorola expects to commence the tender offer as soon as practicable. Once the tender offer is commenced, offering materials will be mailed to Next Level securityholders and Motorola will file all necessary information with the United States Securities and Exchange Commission. The commencement and completion of the tender offer and, if the tender offer is completed, the consummation of the merger, does not require any approval by the Next Level board and Motorola has not asked the Next Level board of directors to approve the tender offer or the merger. Under applicable law, Next Level is required to file with the SEC a statement as to its position on the offer as well as other required information within 10 business days of the date on which the offer is commenced.

NOTICE FOR NEXT LEVEL SECURITYHOLDERS

        Next Level securityholders and other interested parties are urged to read Motorola's tender offer statement and other relevant documents filed with the SEC when they become available because they will contain important information. Next Level securityholders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, or from Motorola, Inc. at 1303 E. Algonquin Road, Schaumburg, Illinois 60196, ATTN: Investor Relations.

ABOUT MOTOROLA

        Motorola, Inc. (NYSE: MOT—News) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2001 were $30 billion. For more information, please visit: www.motorola.com

BUSINESS RISKS

        Statements in this news release that relate to consummation of the tender offer and any subsequent merger and the impact of the reintegration of Next Level into Motorola described herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties which include whether the conditions to the tender offer will be satisfied and, following the consummation of the tender offer and the merger, Motorola's ability to successfully reintegrate Next Level operations, retain key employees, reduce costs, general economic factors and capital market conditions, and general industry trends. Motorola wishes to caution the reader that these factors, as well as other factors described in Motorola's SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward-looking statements.

QuickLinks

Motorola Announces Plans to Acquire Balance of Next Level Communications Stock

EX-99.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.2

QUESTIONS AND ANSWERS FOR MOTOROLA, INC. TENDER OFFER FOR NEXT LEVEL
COMMUNICATIONS COMMON STOCK
JANUARY 13, 2003

PRELIMINARY STATEMENT

        THE OFFER FOR NEXT LEVEL COMMUNICATIONS COMMON STOCK HAS NOT YET COMMENCED. ANY OFFER WILL BE MADE PURSUANT TO A TENDER OFFER STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. NEXT LEVEL SECURITYHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ MOTOROLA'S TENDER OFFER STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. NEXT LEVEL SECURITYHOLDERS WILL BE ABLE TO RECEIVE SUCH DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV, OR FROM MOTOROLA, INC. AT 1303 E. ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196, ATTN: INVESTOR RELATIONS.

KEY STATEMENTS

1. This transaction is a "WIN-WIN-WIN"

•

Next Level shareholders receive a premium for a stock whose value prospects in Motorola's opinion are uncertain given its current cost and capital structure. The offer price represents a premium of 14.4% over the closing price on January 10, 2003; a 17.7% premium over the average closing price for the 5 trading days ending on January 10, 2003; a 22.6% premium over the average closing price for the 20 trading days ending on January 10, 2003; and a 28.6% premium over the average closing price for the 90 trading days ending on January 10, 2003.



•

Together Motorola and Next Level's team can focus efforts on Next Level's customers, technology and product development from a stable financial platform with broad resources to address the future of broadband communications.



•

Reintegrating the Next Level subsidiary into Motorola is expected to improve the financial strength and performance of Next Level's operations, which have formed a part of Motorola's consolidated results.

2. Next Level faces short-term funding needs given its cost structure.

•

Even with the most recent Motorola cash infusion, financial analysts see a significant funding gap for 2003. In addition Motorola believes Next Level may require significant funding through 2004 under its current cost structure.



•

Operating costs have exceeded revenues for 9 of the last 10 quarters, with analysts projecting this trend to likely continue through 2003.

3. Motorola has invested a significant amount in Next Level.

•

Since the time Motorola acquired its interest in Next Level through its acquisition of General Instrument Corporation in January 2000, the value of its common stock interest in Next Level declined 98.7%.



•

Since December 2000 Motorola has provided over $175 million in funding and $30 million in financial guarantees to Next Level.

QUESTIONS AND ANSWERS

PRINCIPAL FACTS

Q1: Why is Motorola seeking to acquire the balance of Next Level?

A1: Motorola continues to re-evaluate its business portfolio seeking to enhance the financial strength and performance of its businesses. Reintegrating the Next Level subsidiary into Motorola is expected to improve the financial strength and performance of Next Level's operations in three principal ways:

1.

provide a sound financial base and additional resources to continue to deploy industry-leading broadband access solutions.



2.

make available best-in-class manufacturing, engineering/product development methods and supply chain efficiencies.



3.

avoid the escalating costs and management time associated with reassuring customers and suppliers of Next Level's financial viability; seeking third party financing; and remaining publicly traded.

Q2: What percentage of Next Level does Motorola currently own?

A2: Motorola currently owns 74% of the outstanding common stock of Next Level. Motorola also owns all of the preferred stock of Next Level, which is convertible into shares of Next Level common stock. In addition, Motorola owns warrants to purchase additional shares of Next Level stock at various exercise prices and exercisable over various periods. On a fully-diluted basis, based on the offer price of $1.04 per share, Motorola would own approximately 82% of the common stock (this percentage may differ from Motorola's ownership percentage as disclosed in its Schedule 13D as filed with the United States Securities and Exchange Commission due to SEC rules required for 13D calculations). For this purpose fully-diluted assumes conversion or exercise of all in-the-money preferred shares, options and currently exercisable warrants.

Q3: What are the terms of the tender offer?

A3: Motorola is offering to purchase all outstanding shares of Next Level common stock which it currently does not own for $1.04 per share.

Q4: What is the value of the transaction?

A4: The aggregate consideration for the outstanding Next Level shares (including shares outstanding following exercise of in-the-money options) would be approximately $30 million.

Q5: When is the transaction expected to close?

A5: Subject to satisfaction of the conditions to the tender offer and assuming the tender offer is not extended, we believe that the transaction will close in the first quarter.

Q6: What are the conditions to the transaction?

A6: The offer will be conditioned upon, among other things (1) the tender of a majority of Next Level shares not held by Motorola and its affiliates, and (2) unless waived, Motorola owning at least 90% of the outstanding Next Level common stock as a result of the tender offer or otherwise.

The tender will not be conditioned on Motorola obtaining any financing.

Q7: What kinds of regulatory approvals are needed to consummate the tender offer?

A7: Other than the filings required by the Securities and Exchange Commission in connection with the tender offer we do not anticipate that any other governmental approvals are required.

Q8: What will happen to any shares that are not acquired following completion of the tender offer?

A8: Any shares not acquired following completion of the tender offer are expected to be acquired in a subsequent "short form" merger transaction at the same $1.04 per share cash price.

Q9: What are your plans for the Next Level operations?

A9: We will be reviewing our facilities, operational and engineering needs with the Next Level team to determine what operational efficiencies can be achieved. We have not finalized our review at this time; however it is our present intention to have the Next Level business report into the Broadband Communications Sector.

NEXT LEVEL'S BUSINESS

Q10: What is Next Level's principal product?

A10: Next Level targets wireline operators with broadband access platforms for delivering any combination of voice, high-speed data and multi-stream digital video services using existing copper telephone lines. Next Level's primary products are based on VDSL technology. (VDSL stands for very high speed digital subscriber line). For more information regarding Next Level please contact them directly or visit their Web site at www.nlc.com

Q11: How has the telecom downturn affected Next Level?

A11: As a result of the telecom recession, wireline operators have been reluctant to commit large dollars to smaller players and have reduced their capital expenditures generally. As a result Next Level revenues have declined significantly over the past few years.

Q 12: How will this transaction improve Next Level's business?

A12: Next Level's business will benefit from efficiencies being part of a larger communications equipment provider including engineering and development efficiencies, standards positioning, customer support infrastructure, financial resources and best practices. In addition, Motorola can increase Next Level's exposure to international markets.

BUSINESS RISKS

        Statements in this Q&A that relate to consummation of the tender offer and any subsequent merger and the impact of the reintegration of Next Level into Motorola described herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties which include whether the conditions to the tender offer will be satisfied and, following the consummation of the tender offer and the merger, Motorola's ability to successfully reintegrate Next Level operations, retain key employees, reduce costs, general economic factors and capital market conditions, and general industry trends. Motorola wishes to caution the reader that these factors, as well as other factors described in Motorola's SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward-looking statements.

QuickLinks

QUESTIONS AND ANSWERS FOR MOTOROLA, INC. TENDER OFFER FOR NEXT LEVEL COMMUNICATIONS COMMON STOCK JANUARY 13, 2003