8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 12, 2004

Motorola, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-7221	36-1115800
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois		60196
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 847-576-5000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 12, 2004, Motorola, Inc. (the "Company") announced the settlement rate for the purchase of its common stock on November 16, 2004 by holders of its outstanding Equity Security Units. Holders of the Equity Security Units will purchase 69,364,800 shares of common stock on November 16, 2004 in exchange for aggregate proceeds to Motorola of $1.2 billion in cash.

On November 12, 2004, the Company issued a press release announcing the settlement rate. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) The Following is filed as an Exhibit to this Report:

Exhibit Number 99.1 Press release by Motorola Inc. dated November 12, 2004 announcing Settlement Rate for Purchase Contracts Forming Part of Equity Security Units.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Motorola, Inc.
November 12, 2004	By:	A. Peter Lawson
		Name: A. Peter Lawson
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release by Motorola, Inc. dated November 12, 2004 announcing Settlement Rate for Purchase Contracts Forming Part of Equity Security Units.

EX-99.1

Motorola Announces Settlement Rate for Purchase Contracts Forming Part of Equity Security Units

• Motorola to Issue 69,364,800 Shares of Common Stock In Exchange for $1.2 Billion of Cash Proceeds

• Settlement Rate of 2.8902 shares of Common Stock per $50 Stated Amount for Each Purchase Contract

• Purchase Contracts Form Part of Equity Security Units Originally Issued in October 2001

Schaumburg, Ill. — November 12, 2004 — Motorola, Inc. (NYSE: MOT) today announced that holders of its outstanding 7.00% equity security units (NYSE: MEU) will purchase, on November 16, 2004, an aggregate of 69,364,800 newly-issued shares of Motorola common stock in exchange for cash proceeds to Motorola of $1.2 billion. The settlement rate will be 2.8902 shares of Motorola common stock for each purchase contract forming part of its $50 stated amount of equity security units. The cash proceeds will be payable from maturing U.S. treasury securities held in a collateral account funded through the August 2004 remarketing of $1.2 billion of Motorola senior notes that also formed part of the equity security units. Motorola originally issued the equity security units in October 2001.

Following the purchase of the 69,364,800 shares of common stock on November 16, 2004, no equity security units will remain outstanding. The purchase contracts require the holders to purchase shares of Motorola common stock based upon the average closing price per share on the New York Stock Exchange (the “NYSE”) for the 20 consecutive trading day period ending on November 11, 2004. The average closing price per share of Motorola common stock on the NYSE from October 15 through November 11, 2004 was $17.30.

In addition, holders of the 7.00% equity security units will receive a final quarterly payment on November 16, 2004 in an aggregate amount of $21 million. Of such amount, $19.5 million, representing interest on the senior notes, will be funded from the U.S. treasury securities held in the collateral account and $1.5 million, representing contract adjustment payments payable on the purchase contracts, will be funded directly by Motorola.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Motorola

Motorola, Inc. (NYSE: MOT) is a global leader in wireless, broadband and automotive communications technologies that help make life smarter, safer, simpler, synchronized and fun. Sales in 2003 were $27.1 billion. Motorola creates innovative technological solutions that benefit people at home, at work and on the move. The company also is a progressive corporate citizen dedicated to operating ethically, protecting the environment and supporting the communities in which it does business. For more information: www.motorola.com.

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

MOTOROLA and the stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners. © Motorola, Inc. 2004