SC TO-T/A

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. 16

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)
$33,379,683	$3,039

(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, Inc. ("Next Level"), par value .01 (the "Shares"), not beneficially owned by Motorola, Inc. or its subsidiaries ("Motorola"), at a purchase price of $1.18 Share, net to the seller in cash. As of April 10, 2003, based on information provided by Next Level, there were 28,287,867 Shares on a fully diluted basis (treating as outstanding, options or share purchase rights subject to issuance at approximately $1.18 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, 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) and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003 (such fee is equals .00809 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
Amount Previously Paid:	$227
Form or Registration No.:	Not applicable
Filing Party:	Motorola, Inc.
Date Filed:	March 26, 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.
ý	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: ý

CUSIP No.    65333U 10 4

1.	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Motorola, Inc.
2.	Check the Appropriate Box if a Member of a Group. (See Instructions)			(a)  o
				(b)  o
3.	SEC Use Only.
4.	Source of Funds (See Instructions). WC
5.	Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e).
				o
6.	Citizenship or Place of Organization. Delaware
NUMBER OF SHARES		7.	Sole Voting Power 209,315,226 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock, and 706,145 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)
BENEFICIALLY
OWNED BY EACH REPORTING		8.	Shared Voting Power. 0
PERSON WITH
		9.	Sole Dispositive Power. 209,315,226 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock and 706,145 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)
		10.	Shared Dispositive Power. 0
11.	Aggregate Amount Beneficially Owned By Each Reporting Person. 209,315,226 (Includes 40,186,630 shares of common stock which are subject to warrants currently exercisable within 60 days, 13,824,884 shares of common stock subject to Series A Convertible Preferred Stock, 51,387,000 shares of common stock subject to Series A-1 Convertible Preferred Stock, 26,506,000 shares of common stock subject to Series A-2 Convertible Preferred Stock and 706,145 shares of common stock delivered under Motorola's tender offer subject to guaranteed delivery.)

12.	Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)
		o
13.	Percent Of Class Represented By Amount In Row (11) 95.48%
14.	Type Of Reporting Person (See Instructions) CO

        Amendment No. 16 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, Amendment No. 13 filed with the SEC on March 26, 2003, Amendment No. 14 filed with the SEC on April 1, 2003 and Amendment No. 15 filed with the SEC on April 9, 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.

Item    1-3.

        N/A

Item 4.    Terms of the Transaction.

        Item 4 of the Schedule TO is hereby amended and supplemented by reference to the Press Release attached hereto as Exhibit (a)(1)(xxxiv).

Item    5-11.

        N/A

Item 12.    Exhibits.

(a)(1)(xxxiv)	Text of Press Release issued by Motorola, dated April 14, 2003.
(a)(1)(xxxv)	Questions and Answers for Motorola, Inc. Tender Offer for Next Level Communications Common Stock, issued by Motorola on April 14, 2003.

Item 13.    Information Required by Schedule 13E-3

Item 11.    Interest in Securities of the Subject Company

        Item 11 of the Schedule TO is hereby amended and supplemented by reference to the Press Release attached hereto as Exhibit (a)(1)(xxxiv). Motorola will promptly elect to convert the 26,506 shares of Series A-2 Convertible Preferred Stock in Next Level that it owns into approximately 26,506,000 Shares.

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: April 14, 2003

QuickLinks

SIGNATURE

EX-1.(A)(XXXIV)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(1)(xxxiv)

Motorola Completes Cash Tender Offer for Next Level Communications

        Schaumburg, Ill.,—April 14, 2003—Motorola, Inc. (NYSE: MOT) announced today that it has successfully completed its cash tender offer of $1.18 per share for all outstanding shares of common stock of Next Level Communications, Inc. (NASDAQ: NXTV).

        The offer and withdrawal rights expired at 5 pm EDT on Friday, April 11, 2003. According to the report of the depositary for the tender offer, 13,306,988 million shares of Next Level common stock have been tendered and not withdrawn (including 706,145 shares of common stock subject to guaranteed delivery). As a result of the tender offer, Motorola will own approximately 88.7 percent of Next Level's outstanding common stock. Motorola intends to make prompt payment for the shares properly tendered and accepted, and in the case of shares tendered by guaranteed delivery procedures, after timely delivery of shares and required documentation.

        Motorola will acquire the remaining ownership of Next Level not owned by Motorola as a result of the tender offer through a short-form merger pursuant to which Next Level's remaining shareholders (other than Motorola, its subsidiaries and shareholders properly exercising dissenters' rights) will be entitled to receive $1.18 per share in cash, without interest. Such a short-form merger does not require the approval of or prior notice to Next Level's board or other stockholders. Motorola intends to convert certain shares of Next Level preferred stock to shares of Next Level common stock to achieve the 90% ownership threshold required to effect the short-form merger under Delaware law.

        Once Motorola completes the short-form merger, Next Level's shares will no longer be listed on the Nasdaq National Market and Next Level shareholders (other than Motorola or its subsidiaries) will have no further rights as shareholders other than the right to receive $1.18 per share in cash or to exercise dissenters' rights pursuant to Delaware law. Following the merger, detailed instructions will be mailed to shareholders outlining the steps that Next Level's stockholders who did not tender their shares must take in order to obtain payment or exercise their dissenters' appraisal rights under Delaware law.

        "With the tender offer successfully behind us, we can now begin the important work of reintegrating Next Level's business into our operations, providing a sound financial base to continue its development of compelling broadband solutions to wireline operators," said Christopher B. Galvin, chairman and chief executive officer of Motorola. "Incorporating Next Level's high speed data, video and voice products into our broader suite of telecom solutions continues Motorola's rich heritage of providing innovative ways to enhance and differentiate our customers' business models."

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.

About Motorola

        Motorola, Inc. (NYSE:MOT) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2002 were $27.3 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 the tender offer and any subsequent merger, Next Level's business and operations 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, 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 Contacts:

Jennifer Weyrauch
Motorola, Inc.
847-435-5320
Jennifer.Weyrauch@motorola.com

QuickLinks

Exhibit (a)(1)(xxxiv)

EX-1.(A)(XXXV)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (a)(1)(xxxv)

QUESTIONS AND ANSWERS FOR MOTOROLA, INC. TENDER OFFER FOR
NEXT LEVEL COMMUNICATIONS COMMON STOCK
April 14, 2003

PRELIMINARY STATEMENT

        Motorola has successfully completed its cash tender offer of $1.18 per share for all outstanding shares of common stock of Next Level Communications, Inc.

        The offer and withdrawal rights expired at 5 pm EDT on Friday, April 11, 2003. According to the report of the depositary for the tender offer, 13,306,988 million shares of Next Level common stock have been tendered and not withdrawn (including 706,145 shares of common stock subject to guaranteed delivery). As a result of the tender offer, Motorola will own approximately 88.7 percent of Next Level's outstanding common stock. Motorola intends to make prompt payment for the shares properly tendered and accepted, and in the case of shares tendered by guaranteed delivery procedures, after timely delivery of shares and required documentation.

        Motorola will acquire the remaining ownership of Next Level not owned by Motorola as a result of the tender offer through a short-form merger pursuant to which Next Level's remaining shareholders (other than Motorola, its subsidiaries and shareholders properly exercising dissenters' rights) will be entitled to receive $1.18 per share in cash, without interest.

KEY MESSAGES

        With the tender offer successfully behind us, we can now begin the important work of reintegrating Next Level's business into our operations, providing a sound financial base to continue its development of compelling broadband solutions to wireline operators.

        Motorola is pleased that it was able to complete this tender offer which represents a favorable outcome for Next Level's shareholders, customers, employees, and technology. With the tender offer complete, Motorola will now seek to complete the short form merger of Next Level as soon as practicable.

        Next Level's high speed data, video and voice broadband solutions over existing phone lines brings a new suite of products to our portfolio of leading edge telecom solutions.

        Motorola continually reviews its portfolio and invests where necessary to ensure we continue to offer our customers new unique products and solutions to enable our customers to differentiate and enhance their own business models to meet the needs of their consumers.

QUESTIONS AND ANSWERS

Q1: Why is the acquisition important for Motorola?

        A1: When it comes to serving public telecom carriers, Motorola seeks to provide a variety of innovative solutions to help those carriers distinguish their own business models and serve their target markets profitably. Next Level's innovative technology provides certain public telecom carriers who chose to deploy voice, video and data over copper telephone lines a compelling broadband solution. The acquisition of the remaining interest in Next Level Motorola did not already own was important to Motorola to ensure that this technology would continue to be developed, marketed and deployed from a stronger financial and operational base than Next Level could provide as a financially struggling, stand-alone public company.

Q2: How does the reintegration of Next Level into Motorola improve Next Level's business?

        A2: 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.

Q3: What is the value of the transaction?

        A3: The aggregate consideration Motorola will pay to acquire the remaining shares of Next Level it does not already own is approximately $34 million, excluding transaction fees and expenses.

Q4: What will happen to the shares of Next Level that were not tendered?

        A4: Any shares not acquired following completion of the tender offer will be acquired in a subsequent "short-form" merger transaction.

Q5: When is the short form merger expected to close?

        A5: We expect to close the short form merger promptly.

        Once Motorola completes the short-form merger, Next Level's shares will no longer be listed on the Nasdaq National Market and Next Level shareholders (other than Motorola or its subsidiaries) will have no further rights as shareholders other than the right to receive $1.18 per share in cash or to exercise dissenters' appraisal rights pursuant to Delaware law. Following the merger, detailed instructions will be mailed to shareholders outlining the steps that Next Level's stockholders who did not tender their shares must take in order to obtain payment or exercise their dissenters' appraisal rights under Delaware law.

Q6: What are your plans for the Next Level operations?

        A6: We will be reviewing our facilities, operational and engineering needs with the Next Level team to determine the most appropriate and efficient way to integrate Next Level's businesses into Motorola's operations. A reintegration team has been formed and will develop an integration plan that meets the needs of Next Level customers and key employees and considers the value and importance of employees to our success.

Q7: What business segment will the Next Level team report into?

        A7: Dan Moloney, president and chief executive officer of Motorola's Broadband Communications Sector will oversee the Next Level business, however it will be treated as a separate entity.

Q8: How will Next Level be reintegrated into Motorola?

        A8: A reintegration team has been formed and it is developing an integration plan with Next Level that meets the needs of Next Level customers and key employees.

Q9: What will happen to the employees of Next Level? Will they have jobs and will they become Motorola employees?

        A9: This is being addressed by the reintegration team.

Q10: Will you be consolidating the Rohnert, California operations into another Motorola facility?

        A10: It is too early to discuss in detail the reintegration of the Next Level operations and employees into Motorola.

NEXT LEVEL'S BUSINESS

Q11: What is Next Level's principal product?

        A11 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)

Q12: How has the telecom downturn affected Next Level?

        A12: 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's financial performance has declined significantly over the past few years.

Q13: Will Next Level retain its current name and branding?

        A13: The reintegration team will address this question.

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.

About Motorola

        Motorola, Inc. (NYSE:MOT) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2002 were $27.3 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 the tender offer and any subsequent merger, Next Level's business and operations 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, 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

Exhibit (a)(1)(xxxv)