SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
April 7, 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
Item 1. Security and Issuer
This Statement constitutes Amendment No. 3 to the Schedule 13D previously
filed on February 6, 2008 and amended on March 5, 2008 and March 27, 2008
(collectively, this "Schedule 13D"). All capitalized terms not otherwise defined
shall have the meaning ascribed to such terms in the previously filed statement
on Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On April 7, 2008, Carl C. Icahn, certain of his affiliates and associates
and William R. Hambrecht entered into a settlement agreement and a
confidentiality agreement with the Issuer, which agreements are attached hereto
as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by
reference thereto. The settlement agreement, among other things, obligates the
Issuer to appoint Mr. Meister to the Board of Directors of the Issuer effective
today and nominate Messrs. Meister and Hambrecht to the Board of Directors of
the Issuer at the upcoming 2008 Annual Meeting of Stockholders of the Issuer. In
connection with the nomination of Messrs. Hambrecht and Meister, the Registrants
have agreed not to solicit proxies in connection with the 2008 Annual Meeting
and to vote its Shares in support of all of the Board's director nominees of the
Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 is hereby amended and restated to read as follows:
Except as otherwise described in this Schedule 13D, including Item 4 above,
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 Settlement Agreement with Motorola, Inc.
2 Confidentiality Agreement with Motorola, Inc.
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: April 7, 2008
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. 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/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive 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 Amendment No. 3 to Schedule 13D - Motorola, Inc.]