UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2014
Federal-Mogul Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34029 | | 20-8350090 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
26555 Northwestern Highway, Southfield, Michigan | | 48033 |
| (Address of principal executive offices) | | (Zip Code) |
(248) 354-7700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and Item 7.01 of Form 8-K, “Regulation FD Disclosure.”
On February 20, 2014, Federal-Mogul Corporation issued a press release reporting its financial results for the fourth quarter and full year of 2013. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Form 8-K, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 19, 2014, Mr. James H. Vandenberghe tendered his resignation from the Board of Directors of Federal-Mogul Corporation, effective on February 25, 2014. Mr. Vandenberghe’s letter of resignation is filed as Exhibit 99.2 hereto and incorporated by reference herein.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
See “Item 2.02 Results of Operations and Financial Condition” above.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| | |
| 99.1 | | Press release issued by Federal-Mogul Corporation dated February 20, 2014. |
| |
| 99.2 | | Letter from Mr. James H. Vandenberghe, dated February 19, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | | | | Federal-Mogul Corporation |
| | | | | | (Registrant) |
| | | |
| Date: February 20, 2014 | | | | By: | | /s/ Brett D. Pynnonen |
| | | | | | Brett D. Pynnonen |
| | | | | | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | Press release issued by Federal-Mogul Corporation dated February 20, 2014. |
| |
| 99.2 | | Letter from Mr. James H. Vandenberghe, dated February 19, 2014. |
