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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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The attached letter to stockholders of Motorola, Inc., a copy of which is
filed herewith as Exhibit 1, was published as an advertisement in Wall Street
Journal.
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
AN OPEN LETTER
FROM CARL C. ICAHN
TO
FELLOW MOTOROLA STOCKHOLDERS
CARL C. ICAHN
767 FIFTH AVENUE, SUITE 4700
NEW YORK, NY 10153
DEAR FELLOW MOTOROLA STOCKHOLDERS:
I am writing to you today to ask for your support for my election to the
Motorola, Inc. Board of Directors at the Annual Meeting of Stockholders on May
7, 2007.
I and my affiliates currently own over 68 million shares of Motorola common
stock, with a market value of over $1.2 billion. I have been a professional
investor for almost forty years. I seek out companies that I believe are
undervalued by the market -- I seek them out and I invest. Just like you.
Whether it's 100 shares or 100 million -- we invest in the hope and belief that
the market will recognize that overlooked value and we'll prosper. Often these
undervalued companies have stumbled -- they look broken and are valued
accordingly. There is no expectation that an owner with a large enough stake to
matter will step up and take the necessary action. I am fortunate enough to have
both the means and the inclination to do just that.
MOTOROLA HAS STUMBLED, AND STUMBLED BADLY. Over the past 6 months, on this
board's watch, almost $20 billion of market value, of stockholder value, of your
money, has disappeared. Motorola has suffered a critical failure in oversight
and leadership that must be addressed. IT IS A GREAT COMPANY WITH GOOD
EMPLOYEES, BUT HAS BEEN SHAKEN BY LEADERSHIP SETBACKS THAT I BELIEVE COULD HAVE,
AND IN FACT SHOULD HAVE, BEEN AVERTED. As things deteriorated, CEO Ed Zander
according to the Wall Street Journal shouted at an office meeting, "I love my
job. I hate my customers" -- which reportedly became one of his favorite
phrases.* IT SOUNDS LIKE SOMETHING STRAIGHT OUT OF ALICE IN WONDERLAND. When
Cingular Wireless, one of Motorola's biggest customers launched its 3G service,
Motorola had no handsets to offer to Cingular. Instead, Cingular got their
phones from Samsung. "We let that customer down", said Ron Garriques (then a top
Motorola Executive).* RECENTLY ED ZANDER HAS SAID "PERFORMANCE AT OUR MOBILE
DEVICE BUSINESS IN THE FIRST QUARTER WAS UNACCEPTABLE."** AND YET THE BOARD
"PLAYED ON" WITH BUSINESS AS USUAL AT MOTOROLA.
I AM CONVINCED THAT SIGNIFICANT STOCKHOLDER REPRESENTATION IN THE MOTOROLA
BOARDROOM, EVEN BY A SINGLE DIRECTOR, IS ABSOLUTELY NECESSARY AT THIS TROUBLED
COMPANY.
I am not alone in my belief. Both Institutional Shareholder Services (ISS) and
PROXY Governance, INC., highly respected organizations providing proxy voting
and corporate governance advice to institutional investors and mutual funds
worldwide, have recommended that their clients vote the GOLD proxy to elect me
to the Motorola board. Consider what they had to say about my candidacy:
o ISS - "... MOT HAS SIGNIFICANTLY UNDERPERFORMED ITS PEERS OVER RECENT
QUARTERS AND BY MOST ACCOUNTS IS EXPECTED TO STRUGGLE THE REMAINDER OF
THE YEAR." "... ICAHN HAS A POSITIVE TRACK RECORD FOR CREATING
SHAREHOLDER VALUE ACROSS A DIVERSE UNIVERSE OF INDUSTRIES ...." "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." "...WE CONCLUDE
THAT THE PRESENCE OF ICAHN ON THE MOT BOARD WOULD LIKELY PROVE
BENEFICIAL TO LONG-TERM SHAREHOLDER VALUE."***
o PROXY Governance, INC. - "WE BELIEVE ICAHN CAN BRING A DIFFERENT
PERSPECTIVE TO THE BOARD AND HAS A KEEN SENSE ON HOW TO ADD VALUE TO
BOTH LONG-TERM AND SHORT-TERM SHAREHOLDERS." "ICAHN'S WILLINGNESS TO
TACKLE IMPORTANT GOVERNANCE MATTERS ONLY STRENGTHENS OUR OPINION FOR AN
ICAHN SEAT." "...WE FEEL HE BRINGS A SET OF SKILLS AND PERSPECTIVES
THAT WILL BE ADDITIVE TO THE BOARD, BASED UPON THE NEARLY FOUR DECADES
THAT HE HAS SPENT ANALYZING, OWNING AND RUNNING COMPANIES."****
I am not seeking control of Motorola. Your vote on the GOLD proxy will be cast
not only for me, but for eleven of the twelve current directors of the CompanY.
I AM SEEKING A SINGLE SEAT, A SINGLE VOICE, ASKING FOR ACCOUNTABILITY INSTEAD OF
"BUSINESS AS USUAL." I am asking you to give me the opportunity to contribute my
skills and abilities to its leadership and my talents and experience towards
shaping its future. My experience and success speak for themselves. My activist
investments over the past 2 years in companies such as Time Warner, Kerr McGee,
MedImmune, Fairmont, ImClone, Temple Inland and others have seen their stock
prices add billions in market value for all shareholders.
My significant stock ownership is many times that of the entire board. It
represents both my commitment to Motorola and your assurance that I am solely
interested in what is best for the Company and its stockholders. I respectfully
ask for your support. PLEASE VOTE YOUR SHARES ON THE GOLD PROXY TODAY. THE
MEETING IS MAY 7TH, TIME IS OF THE ESSENCE.
Sincerely,
CARL C. ICAHN
================================================================================
YOUR VOTE IS IMPORTANT!
TO ENSURE THE TIMELY DELIVERY OF YOUR VOTE, PLEASE USE THE INTERNET OR
PHONE VOTING CAPABILITIES DESCRIBED ON THE GOLD PROXY.
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
================================================================================
* Wall Street Journal, April 27, 2007, "How Motorola Fell A Giant Step Behind",
by Christopher Rhoads and Li Yuan.
** Final Transcript, Thomson StreetEvents, MOT - Q1 2007 Motorola Inc. Earnings
Conference Call, Event Date/Time: Apr. 18. 2007 /8:00AM ET.
*** US Proxy Advisory Services by Institutional Shareholder Services, Motorola,
Inc., April 24, 2007.
**** PROXY Governance, INC., Motorola Inc, April 25, 2007.
Permission from the above has been neither sought nor obtained for the use of
these quotes.