SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
Motorola, Inc.
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Onshore LP
CCI Onshore Corp.
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
Icahn Offshore LP
CCI Offshore Corp.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Carl C. Icahn
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
CARL C. ICAHN
767 FIFTH AVENUE
SUITE 4700
NEW YORK, NEW YORK 10153
May 2, 2007
Dear Fellow Motorola Stockholder:
This year's proxy contest at Motorola represents, in my view, a watershed event
in the history of corporate governance. On May 7th you will make an important
decision. You can cast your vote to elect me--an investor representing a $1.2
billion equity interest in the Company--to the Motorola board, or you can vote
to ratify the status quo--the board that has overseen the evaporation of near
$20 billion of market value over the past 6 months.
Motorola has lost over a third of its market value since last October, largely
resulting from poor management decisions made in the Company's cell phone
division. Among these blunders was the Company's belated entrance into the 3G
market - resulting in the loss of momentum and market share. As the key profit
and growth generator for Motorola, one would assume that the handheld division
would have been a central focus of the board's attention. If elected, I pledge
to bring an owner's viewpoint and intensity to the board--qualities that, I
believe, are sorely lacking at Motorola.
Management's attacks on my purported lack of "experience, engagement or
commitment" strike me as ludicrous-those qualities are precisely the ones that I
commit to bring to Motorola:
o Experience gained over almost forty years of investing in, owning and
operating companies over a wide range of industries.
o Engagement that a director elected by stockholder mandate can help to bring
to the boardroom. Real engagement--debate unfettered by boardroom
politics--might have helped Motorola avoid its current difficulties.
o Commitment based on a substantial economic interest in the Company. A $1.2
billion investment is more than sufficient incentive for me to devote all
of the time and effort required to help ensure that management is "getting
it right."
In the end, this election is not really about Carl Icahn or Motorola. It is
about genuine corporate democracy-the ability and responsibility of stockholders
to stand up and together demand more from our public companies, before they are
swallowed by private equity (who then profit by finally holding management
accountable). It is about electing responsible boards--not letting corporate
politics and executive egos destroy shareholder value, and not letting a lack of
viable alternatives force shareholder to accept the status quo.
There is no dearth of negative commentary about overcompensated corporate
executives and dysfunctional boards. Yet, if significant shareholders fail to
stand up and be counted, we deserve what we get. PROXY CONTESTS REQUIRE
SIGNIFICANT INVESTMENT OF TIME AND MONEY. IF WE FAIL TO ELECT SIMPLY ONE
SHAREHOLDER NOMINATED DIRECTOR TO MOTOROLA'S BOARD, A BOARD THAT ACKNOWLEDGES
THAT RECENT RESULTS ARE UNACCEPTABLE, WE WILL DISCOURAGE OTHERS FROM SPEAKING
OUT IN THE FUTURE. I am asking for your support--in return you have my full
commitment of my time, energy and experience. Please vote the GOLD proxy card
today.
I thank you for your time and attention.
Sincerely,
CARL ICAHN
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YOUR VOTE IS IMPORTANT!
Remember, you can vote your shares by telephone, or via
the Internet. Please follow the easy instructions
on the GOLD proxy card.
If you have previously signed and returned a White proxy card to Motorola,
you have every right to change your vote. You may revoke any proxy card already
sent to Motorola by using the GOLD proxy card to vote by telephone, by
Internet or by signing, dating and returning the GOLD
proxy card today.
IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES,
PLEASE CALL THE FIRM ASSISTING ME IN THE
SOLICITATION OF PROXIES,
INNISFREE M&A INCORPORATED
TOLL-FREE, AT (877) 825-8772.
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SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION. THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.