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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Mr. Icahn has issued a press release today, a copy of which is filed
herewith as Exhibit 1.
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.
EXHIBIT 1
ISS RECOMMENDS STOCKHOLDERS OF MOTOROLA (NYSE:MOT) VOTE FOR
CARL ICAHN ON THE GOLD PROXY CARD
New York, NY, April 25, 2007 - Carl C. Icahn today announced that Institutional
Shareholder Services (ISS) has recommended that stockholders of Motorola, Inc.
vote their shares FOR the election of Mr. Icahn to the Motorola board of
directors on the GOLD proxy card at Motorola's May 7, 2007 Annual Meeting of
Stockholders. ISS, one of the nation's leading independent proxy voting
advisors, provides voting recommendations to more than 1,500 major institutional
funds, mutual funds and fiduciaries.
Noting that "MOT has significantly underperformed its peers over recent quarters
and by most accounts is expected to struggle the remainder of the year," ISS
concluded that "Icahn has a positive track record for creating shareholder value
across a diverse universe of industries" and that "the financial and operational
performance of the company and the dissident's skill set and track record
establish both the need for change and the dissident's ability to effect
change."(1)
"I am gratified that ISS has seen the need for significant stockholder
representation on the Motorola board." stated Mr. Icahn. "Motorola has great
potential but has recently made some unfortunate decisions. I expect that the
broad experience and proven abilities I can bring to the board will benefit
Motorola stockholders as the Company works through its problems. The questions I
would ask, the conclusions I would reach and the positions I would adopt in the
Motorola boardroom would all be grounded in the fact that I am an owner of
Motorola and am solely interested in what is best for the Company and it
stockholders."
Stockholders who have previously voted Motorola's white proxy card have every
right to change their vote and can do so by voting the GOLD proxy by telephone,
by Internet or by signing, dating and returning the GOLD card today. Anyone
needing assistance in voting their shares may contact Mr. Icahn's proxy
solicitor, Innisfree M&A Incorporated, toll-free at 877-825-8772.
CONTACT: Susan Gordon (212) 702-4309
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.
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(1) Permission from the author has been neither sought nor obtained for the use
of these quotations.