SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Motorola, Inc.
(Name of Issuer)
Common Stock, Par Value $3.00
(Title of Class of Securities)
620076109
(CUSIP Number)
Keith L. Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4380
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 28, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
22,857,820
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
22,857,820
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,857,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,857,820
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,857,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,857,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,857,820
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,857,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,857,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
39,729,937
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
39,729,937
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,729,937
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
12,591,631
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
12,591,631
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,591,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,772,918
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,772,918
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,772,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
57,094,486
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
57,094,486
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,094,486
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
34,336,794
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
34,336,794
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,336,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
34,336,794
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
34,336,794
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,336,794
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
91,431,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
91,431,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,431,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
91,431,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
91,431,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,431,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
91,431,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
91,431,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,431,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
91,431,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
91,431,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,431,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
91,431,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
91,431,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,431,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 620076109
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
114,289,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
114,289,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,289,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $3.00 (the "Shares"),
issued by Motorola, Inc. (the "Issuer"). The address of the principal executive
offices of the Issuer is 1303 E. Algonquin Road, Schaumburg, Illinois 60196.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership ("High
River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP
("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"),
Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"),
Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and Carl C. Icahn (collectively, the "Reporting Persons").
The principal business address of each of (i) High River, Hopper, Barberry,
Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza,
445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn Master,
Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT,
87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 91% of the outstanding depositary units
representing limited partnership interests in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which is the sole limited partner of Icahn Enterprises Holdings.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of serving
as the general partner of High River. Each of Icahn Master, Icahn Master II,
Icahn Master III and Icahn Partners is primarily engaged in the business of
investing in securities. Icahn Offshore is primarily engaged in the business of
serving as the general partner of each of Icahn Master, Icahn Master II and
Icahn Master III. Icahn Onshore is primarily engaged in the business of serving
as the general partner of Icahn Partners. Icahn Capital is primarily engaged in
the business of serving as the general partner of each of Icahn Offshore and
Icahn Onshore. IPH is primarily engaged in the business of serving as the
general partner of Icahn Capital. Icahn Enterprises Holdings is primarily
engaged in the business of holding direct or indirect interests in various
operating businesses. Icahn Enterprises GP is primarily engaged in the business
of serving as the general partner of each of Icahn Enterprises and Icahn
Enterprises Holdings. Beckton is primarily engaged in the business of holding
the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as
(i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of
Icahn Enterprises, through which Mr. Icahn manages various private investment
funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn Enterprises, a New York Stock Exchange listed diversified holding company
engaged in a variety of businesses, including investment management, metals,
real estate and home fashion, and (iii) Chairman of the Board and a director of
Starfire Holding Corporation ("Starfire"), a holding company engaged in the
business of investing in and/or holding securities of various entities, and as
Chairman of the Board and a director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 114,289,100 Shares purchased by the
Reporting Persons collectively was $1,780,356,949.93 (including commissions).
The source of funding for the purchase of these Shares was the general working
capital of the respective purchasers. The Shares are held by the Reporting
Persons in margin accounts together with other securities. Such margin accounts
may from time to time have debit balances. Part of the purchase price of Shares
purchased by High River was obtained through margin borrowing. Shares purchased
by High River are maintained in a margin account that includes positions in
securities in addition to Shares. The indebtedness of High River's margin
account as of February 5, 2008 was approximately $1,286,493,780.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief
that they were undervalued. The Reporting Persons have had, and intend to seek
to have further, conversations with members of the Issuer's management and the
board of directors to discuss ideas that management, the board of directors and
the Reporting Persons may have to enhance shareholder value.
On January 31, 2008 and February 1, 2008, Carl C. Icahn issued press
releases concerning Motorola, Inc., copies of which are attached hereto as
Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by reference.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares in the open market or otherwise and reserve the right to
dispose of any or all of their Shares in the open market or otherwise, at any
time and from time to time, and to engage in any hedging or similar transactions
with respect to the Shares.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, FRANK BIONDI,
JR., WILLIAM R. HAMBRECHT, LIONEL C. KIMERLING, KEITH MEISTER, 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.,
ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN
CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT
ITS ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND
A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF MOTOROLA, INC. FROM THE
PARTICIPANTS AT NO CHARGE AND WILL ALSO 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 SCHEDULE 14A WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 1, 2008 AND IS AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 114,289,100 Shares, representing approximately 5.0% of the Issuer's
outstanding Shares (based upon the 2,284,320,984 Shares stated to be outstanding
as of September 29, 2007 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 6, 2007 for the quarter ended
September 29, 2007).
(b) High River has sole voting power and sole dispositive power with regard
to 22,857,820 Shares. Each of Hopper, Barberry and Carl C. Icahn has shared
voting power and shared dispositive power with regard to such Shares. Icahn
Master has sole voting power and sole dispositive power with regard to
39,729,937 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Master II has
sole voting power and sole dispositive power with regard to 12,591,631 Shares.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master III has sole voting
power and sole dispositive power with regard to 4,772,918 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Partners has sole voting power and sole dispositive
power with regard to 34,336,794 Shares. Each of Icahn Onshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons. All
such transactions were purchases of Shares effected in the open market, and the
table includes commissions paid in per share prices.
Name of Date of No. of Shares Purchase Price
Reporting Person Transaction Purchased Per Share (U.S. $)
------------------ -------------- --------------------- -----------------------
High River 01/07/08 727,780 14.9234
------------------ -------------- --------------------- -----------------------
High River 01/08/08 272,220 15.0835
------------------ -------------- --------------------- -----------------------
High River 01/10/08 200,000 14.9815
------------------ -------------- --------------------- -----------------------
High River 01/22/08 1,266,400 12.1205
------------------ -------------- --------------------- -----------------------
High River 01/23/08 3,400,000 10.1502
------------------ -------------- --------------------- -----------------------
High River 01/23/08 600,000 10.0045
------------------ -------------- --------------------- -----------------------
High River 01/24/08 1,060,000 10.1029
------------------ -------------- --------------------- -----------------------
High River 01/28/08 214,820 10.9597
------------------ -------------- --------------------- -----------------------
Icahn Master 01/22/08 2,347,939 12.1205
------------------ -------------- --------------------- -----------------------
Icahn Master 01/23/08 5,909,653 10.1502
------------------ -------------- --------------------- -----------------------
Icahn Master 01/23/08 1,042,879 10.0045
------------------ -------------- --------------------- -----------------------
Icahn Master 01/24/08 1,842,422 10.1029
------------------ -------------- --------------------- -----------------------
Icahn Master 01/28/08 373,386 10.9597
------------------ -------------- --------------------- -----------------------
Icahn Master II 01/22/08 387,801 12.1205
------------------ -------------- --------------------- -----------------------
Icahn Master II 01/23/08 1,872,948 10.1502
------------------ -------------- --------------------- -----------------------
Icahn Master II 01/23/08 330,521 10.0045
------------------ -------------- --------------------- -----------------------
Icahn Master II 01/24/08 583,920 10.1029
------------------ -------------- --------------------- -----------------------
Icahn Master II 01/28/08 118,338 10.9597
------------------ -------------- --------------------- -----------------------
Icahn Master III 01/22/08 153,019 12.1205
------------------ -------------- --------------------- -----------------------
Icahn Master III 01/23/08 709,951 10.1502
------------------ -------------- --------------------- -----------------------
Icahn Master III 01/23/08 125,287 10.0045
------------------ -------------- --------------------- -----------------------
Icahn Master III 01/24/08 221,336 10.1029
------------------ -------------- --------------------- -----------------------
Icahn Master III 01/28/08 44,855 10.9597
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/07/08 2,911,120 14.9234
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/08/08 1,088,880 15.0835
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/10/08 800,000 14.9815
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/22/08 2,176,841 12.1205
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/23/08 5,107,448 10.1502
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/23/08 901,313 10.0045
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/24/08 1,592,322 10.1029
------------------ -------------- --------------------- -----------------------
Icahn Partners 01/28/08 322,701 10.9597
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
2 Press Release by Carl C. Icahn dated January 31, 2008
3 Press Release by Carl C. Icahn dated February 1, 2008
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 6, 2008
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Motorola, Inc.]
EXHIBIT 1
---------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Motorola, Inc. and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, have executed this Joint Filing
Agreement this 6th day of February, 2008.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D - Motorola, Inc.]
EXHIBIT 2
---------
Carl C. Icahn
Icahn Reacts to Motorola's Announcement
---------------------------------------
NEW YORK, NY, JANUARY 31, 2008. In response to today's announcement from
Motorola, Inc. (NYSE: MOT) Carl C. Icahn today stated: "For many months I have
been publicly advocating the separation of Mobile Devices from Motorola's other
business and I am pleased to see that Motorola is finally exploring that
proposal. However, we have previously informed Motorola that we expect to run a
slate of directors for the upcoming annual meeting and this announcement by
Motorola will not deter us from that effort -- we believe Motorola is finally
moving in the right direction but certainly still has a long way to go."
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 3
---------
Carl C. Icahn
ICAHN ANNOUNCES NOMINEES FOR 2008 MOTOROLA STOCKHOLDERS MEETING
Contact: Susan Gordon: (212) 702-4309
NEW YORK, NY, FEBRUARY 1, 2008. Carl Icahn announced today that his affiliated
companies have delivered written notice to Motorola, Inc. (NYSE MOT) for the
nomination of Frank Biondi, Jr., William R. Hambrecht, Lionel C. Kimerling and
Keith Meister for election as directors at the 2008 annual meeting of
stockholders of Motorola. Mr. Icahn stated "I believe that Frank Biondi and Bill
Hambrecht offer unique business insight and experience in the communications and
technology arena. Lionel Kimerling is a renowned expert in the processing of
semiconductor materials whom I believe can clearly lend needed insight on
Motorola's silicon and technology strategy. Keith Meister is a managing director
of the Icahn investment entities and offers business and investing insight that
I believe will be advantageous at Motorola." A brief statement of backgrounds of
the nominees is provided below.
Frank Biondi, Jr.
-----------------
Mr. Frank Biondi, Jr. is well recognized as a senior executive with
substantial executive experience, including nearly a decade as President
and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a director of
Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New York
Company, Inc. and Seagate Technology.
William R. Hambrecht
--------------------
Mr. William R. Hambrecht is the Founder, Chairman and Chief Executive
Officer of WR Hambrecht & Co., which was instrumental in persuading Google
to use an Internet-based auction for their initial public offering. He also
co-founded Hambrecht & Quist, an internationally recognized leader as an
investment banker to high technology entities, with early involvement in
companies such as Apple Computer, Genentech and Adobe Systems. Hambrecht &
Quist was sold to the Chase Manhattan Bank in 1999. Mr. Hambrecht currently
serves on the Board of Trustees for The American University of Beirut and
is on the Advisory Investment Committee to the Board of Regents of the
University of California.
Lionel C. Kimerling
-------------------
Lionel C. Kimerling is the Thomas Lord Professor of Materials Science and
Engineering at Massachusetts Institute of Technology. Since 1993, Mr.
Kimerling has been Director of the MIT Materials Processing Center where he
conducts an active research program in the structure, properties and
processing of semiconductor materials, and since 1997 he has been Director
of the MIT Microphotonics Center. Prior to joining the MIT faculty, he was
Head of the Materials Physics Research Department at AT&T Bell Laboratories
from 1981 to 1990.
Keith Meister
-------------
Keith Meister serves as a managing director of the Icahn investment funds
and since August 2003 has been the Chief Executive Officer/Principal
Executive Officer of Icahn Enterprises, the stock of which has increased
from $8 to $115 per share during his tenure. Mr. Meister also serves on the
boards of directors of the following companies: XO Holdings, Inc., WCI
Communities, Inc., and Federal-Mogul Corporation.
"I am confident that the individuals on our slate have the necessary skills to
assist Motorola in executing on its recently announced, and long over due,
decision regarding the separation of its Mobile Devices business in a manner
which will maximize value for all shareholders. Furthermore, I believe that our
slate of new candidates is necessary in order to help insure that the Board
moves aggressively to confront the many challenges Motorola faces in a highly
competitive marketplace" stated Mr. Icahn. "Last year Motorola refused to accept
my suggestions for additions to the Board and instead engaged in an unnecessary
proxy fight, insisting that they had the team and the plan to address Motorola's
problems. We are all painfully aware where that leadership has taken Motorola. I
hope that this year, rather than launching another battle, Motorola will instead
elect to add my nominees to the Board and avoid another wasteful struggle, the
only effect of which is for Motorola's Board to seek (at shareholder expense) to
deny Motorola the services of qualified individuals who I believe will help
Motorola to succeed."
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, FRANK BIONDI,
JR., WILLIAM R. HAMBRECHT, LIONEL C. KIMERLING, KEITH MEISTER, 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.,
ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN
CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT
ITS ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND
A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF MOTOROLA, INC. FROM THE
PARTICIPANTS AT NO CHARGE AND WILL ALSO 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 SCHEDULE 14A WHICH IS BEING FILED TODAY WITH THE SECURITIES AND
EXCHANGE COMMISSION AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the Reporting Persons. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Edward E. Mattner Authorized Signatory
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Irene March Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name Position
---- --------
Icahn Offshore LP General Partner
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name Position
---- --------
Icahn Capital LP General Partner
ICAHN CAPITAL LP
Name Position
---- --------
IPH GP LLC General Partner
IPH GP LLC
Name Position
---- --------
Icahn Enterprises Holdings L.P. Sole Member
ICAHN ENTERPRISES HOLDINGS L.P.
Name Position
---- --------
Icahn Enterprises G.P. Inc. General Partner
ICAHN ENTERPRISES G.P. INC.
Name Position
---- --------
Carl C. Icahn Chairman
Keith A. Meister Vice Chairman; Principal Executive Officer
William A. Leidesdorf Director
Jack G. Wasserman Director
James L. Nelson Director
Vincent J. Intrieri Director
Peter K. Shea President
Andrew Skobe Interim Chief Financial Officer; Treasurer
John P. Saldarelli Vice President; Secretary
Felicia P. Buebel Assistant Secretary
BECKTON CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer