UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2014
Federal-Mogul Holdings Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34029 | | 46-5182047 |
(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)) |
INTRODUCTORY NOTE
On July 15, 2014, Federal-Mogul Holdings Corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of its acquisition of certain business assets of the Honeywell automotive and industrial brake friction business. This Current Report on Form 8-K/A amends the Original Form 8-K to include Item 9.01(a) Financial Statements of Businesses Acquired and Item 9.01(b) Pro Forma Financial Information.
Item 9.01 of the Original Form 8-K is hereby amended and restated in its entirety as set forth below. Except as set forth below, all Items of the Original Form 8-K are unchanged.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| | (a) | Financial Statements of Businesses Acquired |
The audited combined financial statements of the Friction Materials business of Honeywell International Inc. as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, December 31, 2012, and December 31, 2011 and the related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
The unaudited interim combined financial statements of the Friction Materials business of Honeywell International Inc. as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and March 31, 2013 and the related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
| | (b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined statements of operations of Federal-Mogul Holdings Corporation and Friction Materials business of Honeywell International Inc. as of March 31, 2014 and for the year ended December 31, 2013 and the three months ended March 31, 2014 and the related notes are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.
| | |
Exhibit Number | | Exhibit Description |
| |
| 23.1 | | Consent of PricewaterhouseCoopers Audit, dated September 24, 2014 |
| |
| 99.1 | | Audited combined financial statements of the Friction Materials business of Honeywell International Inc. as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, December 31, 2012, and December 31, 2011 |
| |
| 99.2 | | Unaudited interim combined financial statements of the Friction Materials business of Honeywell International Inc. as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and March 31, 2013 |
| |
| 99.3 | | The unaudited pro forma condensed combined statements of operations of Federal-Mogul Holdings Corporation and Friction Materials business of Honeywell International Inc. as of March 31, 2014 and for the year ended December 31, 2013 and the three months ended March 31, 2014 |
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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 Holdings Corporation |
| | | | | | (Registrant) |
| | | |
| Date: September 24, 2014 | | | | | | |
| | | |
| | | | | | /s/ Brett D. Pynnonen |
| | | | By: | | Brett D. Pynnonen |
| | | | | | Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
| | |
Exhibit Number | | Exhibit Description |
| |
| 23.1 | | Consent of PricewaterhouseCoopers Audit, dated September 24, 2014 |
| |
| 99.1 | | Audited combined financial statements of the Friction Materials business of Honeywell International Inc. as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, December 31, 2012, and December 31, 2011 |
| |
| 99.2 | | Unaudited interim combined financial statements of the Friction Materials business of Honeywell International Inc. as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and March 31, 2013 |
| |
| 99.3 | | The unaudited pro forma condensed combined statements of operations of Federal-Mogul Holdings Corporation and Friction Materials business of Honeywell International Inc. as of March 31, 2014 and for the year ended December 31, 2013 and the three months ended March 31, 2014 |
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