SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
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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):
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FOR IMMEDIATE RELEASE
Contact: Susan Gordon (212) 702-4309
CARL ICAHN PUBLISHES AN OPEN LETTER TO MOTOROLA STOCKHOLDERS
New York, NY, May 4, 2007 - Carl C. Icahn today wrote to fellow Motorola (NYSE:
MOT) stockholders:
Carl C. Icahn
767 Fifth Avenue
Suite 4700
New York, NY 10153
May 4, 2007
Dear Fellow Stockholders:
Ask yourself what is the real reason Motorola management is devoting so much
time and effort to deny a large stockholder a single board seat, when their time
could be much better spent fixing their business at this critical juncture for
the company. I am fearful the answer might be very troubling.
As I have previously pledged, if elected to the Motorola board, I will devote
all of the time and energy required to contribute to stockholder value. And, as
I've said before, I will resign from a sufficient number of boards to ensure
compliance with ISS' policy on overboardedness. My $1.2 billion investment is
evidence of my commitment to Motorola and its future success -to suggest
otherwise is ludicrous. MY INTEREST IN HAVING THINGS GO RIGHT AT MOTOROLA IS
FULLY ALIGNED WITH YOURS.
If elected, I intend to remain a long-term stockholder of Motorola, as I have
done at numerous companies on whose boards I have served over the last two and a
half decades. If you believe as I do--that stockholders should have a seat on
the boards of troubled companies such as Motorola, to ensure that managements
are held accountable, please give me your support by voting the GOLD proxy card
today. You can vote by telephone, by Internet or by signing, dating and
returning the GOLD proxy card.
THANK YOU FOR YOUR SUPPORT,
Carl C. 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.
Please remember, only the latest-dated proxy counts. 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.