SC TO-T/A

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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. 9

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)
$27,203,467	$2,503

(1)

The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d). The calculation assumes the purchase of all outstanding common shares of Next Level Communications, par value .01 (the "Shares"), not beneficially owned by Motorola, Inc. or its subsidiaries ("Motorola"), at a purchase price of $1.04 Share, net to the seller in cash. As of February 28, 2003, based on information provided by Next Level's financial advisors, there were 26,157,180 Shares on a fully diluted basis (treating as outstanding, options or share purchase rights subject to issuance at approximately $1.04 or less) not beneficially owned by Motorola or its subsidiaries.

(2)

The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8 issued by the Securities and Exchange Commission on January 10, 2003. Such fee is equals .0092 percent of the value of the transaction.

ý

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:	$2,800
Form or Registration No.:	Not applicable
Filing Party:	Motorola, Inc.
Date Filed:	January 27, 2003

o

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

        Amendment No. 9 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 and Amendment No. 8 filed with the SEC on March 10, 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 a purchase price of $1.04 per Share net to the seller in cash, upon the terms and subject to the conditions set forth 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 "Offer"). Capitalized terms used herein and not otherwise defined have the respecting meanings ascribed to them in the Offer to Purchase.

Items 1-11

        N/A

Item 12.    Exhibits.

        (a)(1)(xviii)    Text of Press Release by Motorola, dated March 17, 2003.

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

Items 1-4

        N/A

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        Section (c) of Item 5 of the Schedule TO is amended and supplemented with the following information.

        (c)    Don McLellan, Corporate Vice President of Motorola engaged in several discussions regarding the terms of the Offer with representatives of the independent committee of the Next Level board of directors. Motorola's contacts with the representatives were not conclusive and did not change Motorola's belief that its Offer of $1.04 per share exceeds the company's intrinsic value and is fair to the shareholders in light of Next Level's financial condition and prospects.

        Also, representatives from Morgan Stanley and JPMorgan engaged in several discussions regarding the status of the Offer.

Items 6-16

        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.

	MOTOROLA, INC.
	By:	/s/ Donald F. McLellan
	Name:	Donald F. McLellan
	Title:	Corporate Vice President & Director, Corporate Development
Date: March 17, 2003

3

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

SIGNATURE

EX-99.(A)(1)(X)(XVII

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Exhibit 99(a)(1)(xviii)

Motorola Extends Tender Offer for Shares of Next Level Communications Until March 21, 2003

        Schaumburg, Ill., March 17, 2003—Motorola, Inc., (NYSE: MOT) today announced that it has extended the tender offer deadline for shares of Next Level Communications, Inc. (Nasdaq: NXTV) that it does not own until 5:00 p.m., Friday, March 21, 2003.

        As of Friday, March 14, 2003, approximately 5.5 million shares of Next Level stock had been tendered or committed to be tendered as part of the tender offer first announced on January 13, 2003, and commenced on January 27, 2003, consisting of approximately 5,000,389 shares that have been tendered, and notices of guaranteed delivery that have been received in respect of approximately 565,035 additional shares.

        Don McLellan, Corporate Vice President of Mergers and Acquisitions, said "As we previously stated, Motorola believes it is offering the only viable solution for Next Level's difficulties. Motorola does not have confidence that there are other alternatives for Next Level that sufficiently protect the shareholder's interest and preserves Next Level's technology for its customers. We urge shareholders to seek more information on the terms of the third party financing Next Level had indicated are available and are extending our offer to allow shareholders an opportunity to consider any such alternatives."

        "Motorola's contacts with representatives of Next Level's independent committee have not been conclusive and do not change Motorola's view that its offer of $1.04 per share exceeds the company's intrinsic value and is fair to the shareholders in light of Next Level's financial condition and prospects," added McLellan.

        Next Level shareholders who have any questions or need assistance, including assistance in tendering shares should contact the Information Agent, Georgeson Shareholder Communications, toll free at (866) 203-9357.

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 because they contain important information. Next Level security holders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, from Motorola, Inc. at 1303 E. Algonquin Road, Schaumburg, Illinois 60196, ATTN: Investor Relations, or by calling Georgeson Shareholder toll free at (866) 203-9357. Copies of the full text of the Chancery Court's opinions denying Next Level's motions for preliminary injunction and interlocutory appeal are also available by contacting Motorola at the above address or by calling Georgeson Shareholder at the above telephone number.

About Motorola

        Motorola, Inc. (NYSE: MOT—News) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2002 were $26.7 billion. Motorola is a global corporate citizen dedicated to ethical business practices and pioneering important technologies that make things smarter and life better for people, honored traditions that began when the company was founded 75 years ago this year. For more information, please visit: www.motorola.com.

Business Risks

        Statements in this news release and other announcements 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". 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.

# # #

Media Contact:
Jennifer Weyrauch
1+847-435-5320
Jennifer.Weyrauch@motorola.com

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Exhibit 99(a)(1)(xviii)