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Motorola/Icahn brawl continues

Motorola sent another letter to shareholders on Thursday urging them not to vote for Icahn, who hopes to win a seat on the company's board of directors at the annual shareholder meeting next week.

Motorola sent another letter to investors Thursday in its attempt to thwart a proxy fight initiated by billionaire investor Carl Icahn, who is seeking a seat on the cell phone makers' board of directors.

Motorola looks to be trying to set the record straight with its letter that refutes claims that Icahn has made publicly in recent days. First the company picked apart statements that Icahn made in a CNBC interview on Wednesday.

The letter, which urges investors not to vote for Icahn at the annual shareholder meeting on Monday, refuted Icahn's claims that he had offered-in a private conversation with the board and management of Motorola-the name of another "large shareholder" who could serve on the board instead of himself.

Motorola said the only other name Icahn had given them was that of a 34-year old hedge fund manager employed by Icahn named Keith Meister. Motorola executives said they were willing to accept another large shareholder for nomination to the board, but supposedly Icahn only wanted someone who worked for his company.

"We, therefore, do not believe that Carl Icahn is sincere when he says that he is committed to serving on Motorola's Board," the letter said. "We question -- as should you -- whether Carl Icahn will act in the best interests of all Motorola stockholders, or just in the best interest of Carl Icahn."

Motorola went on to use Icahn's own words against him. Icahn, who serves on as many as eight boards and is currently chairman of four, in earlier interviews criticized people who were directors on too many boards.

In a November 2006 interview on CNBC Icahn said, "How can a guy be on eight boards and know what the hell he's doing? These companies are complicated and you have tremendous competition from abroad. How can somebody sit on a board -- even if he's the smartest guy in the world -- if he was Einstein -- and understand what that company is doing?"

And on January 24, 2007 he told Bloomberg, "You go to a board and you got eight guys and they're on six different boards. Even Einstein couldn't handle that."

Yikes, talk about words coming back to haunt you. D-day for this proxy fight is Monday May 7th when shareholders will meet to decide who will sit on Motorola's board. It should be an interesting fight to