SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the
Securities Exchange Act of 1934 (Amendment No. __)
Filed
by
the Registrant o
Filed
by
a Party other than the Registrant x
Check
the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to
§ 240.14a-12
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Motorola,
Inc.
(Name
of
Registrant as Specified In Its Charter)
Carl
C.
Icahn
Icahn
Partners LP
Icahn
Partners Master Fund LP
Icahn
Partners Master Fund II LP
Icahn
Partners Master Fund III LP
High
River Limited Partnership
Barberry
Corp.
Hopper
Investments LLC
Icahn
Offshore LP
Icahn
Onshore LP
Icahn
Partners Holding L.P.
IPH
GP
LLC
Icahn
Enterprises Holding L.P.
Icahn
Enterprises G.P. Inc.
Beckton
Corp.
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (check the appropriate box):
|
o
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Fee
computed on table below per Exchange Act Rule 14a-6(i)(4) and
0-11.
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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:
o Fee
paid
previously with preliminary materials.
o 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:
On
November 30, 2007, Carl C. Icahn issued a press release regarding Motorola
Inc.
A copy of the press release is filed herewith as Exhibit 1.
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO
SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS
OF
MOTOROLA, INC. WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT
AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF MOTOROLA, INC. AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS
CONTAINED IN THE SCHEDULE 14A FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE
SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2007 WITH RESPECT TO MOTOROLA,
INC. THAT SCHEDULE 14A RELATES TO THE PREVIOUS PROXY SOLICITATION AND IT IS
CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION’S
WEBSITE.
EXHIBIT
1
Icahn
Reacts to Replacement of Zander
New
York, NY, November 30, 2007. Carl
Icahn commented today on the announcement by Motorola, Inc. (NYSE:MOT) that
it
was replacing Edward J. Zander as Motorola's CEO. Mr. Icahn stated as follows:
"I believe that the replacement of Ed Zander as CEO is a positive step for
Motorola, but that the action of the Board was long past due. As I said at
Motorola's shareholder's meeting last year, although I like Ed Zander
personally, I never thought that he was the right man for the job at Motorola.
Further, I believe that the steps announced today do not even begin to address
the major problems at Motorola. In my opinion, Motorola should be split into
separate companies: a mobile devices company; an enterprise mobility company;
a
connected home company; and a company focused on mobile networks infrastructure.
In particular, I believe that the best opportunity for the mobile devices'
business to attract top flight management and to prosper and grow is to
establish it as a stand alone business." Mr. Icahn further indicated that he
continues to believe that Motorola has strong business components and great
potential, but that it requires a complete restructuring to achieve that
potential.
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO
SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS
OF
MOTOROLA, INC. WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT
AND A
FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF MOTOROLA, INC. AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS
CONTAINED IN THE SCHEDULE 14A FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE
SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2007 WITH RESPECT TO MOTOROLA,
INC. THAT SCHEDULE 14A RELATES TO THE PREVIOUS PROXY SOLICITATION AND IT IS
CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION’S
WEBSITE.
Contact:
Susan Gordon: (212) 702-4309