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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended March 31, 1997
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Commission File Number 1-1511
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FEDERAL-MOGUL CORPORATION
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(Exact name of Registrant as specified in its charter)
Michigan 38-0533580
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
26555 Northwestern Highway, Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
(810) 354-7700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock - 35,181,205 shares as of May 8, 1997
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THIS AMENDMENT IS BEING FILED FOR PURPOSES OF AN EXHIBIT ONLY.
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PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
10.1* Federal-Mogul Corporation 1997 Long-Term Incentive Plan,
as adopted by the shareholders of the company on April 23,
1997. (Filed herewith.)***
10.2* Executive Severance Agreement, dated as of February 21,
1997, between the company and Thomas W. VanHimbergen.
(Filed herewith.)***
10.3 Third Amendment, dated as of January 13, 1997, to
Revolving Credit and Competitive Advance Facility
Agreement, dated as of June 30, 1994, among the
company, various banks, and The Chase Manhattan Bank
(formerly Chemical Bank), as Administrative Agent.
(Filed herewith.)***
10.4 Form of Amended and Restated Pooling and Servicing
Agreement ("Pooling and Servicing Agreement") among
Federal-Mogul Funding Corporation ("FMFC"), as Seller,
the company, as Servicer, and The Chase Manhattan Bank,
as trustee. (Filed herewith.)***
10.5** Form of Series 1997-1 Supplement to the Pooling and
Servicing Agreement. (Filed herewith.)
10.6 Form of Amended and Restated Receivables Purchase
Agreement between the company and FMFC. (Filed
herewith.)***
10.7 Form of Certificate Purchase Agreement among FMFC as
Seller, Falcon Asset Securitization Corporation, as
Purchaser, The Liquidity Providers Named Therein, as
Liquidity Providers, and The First National Bank of
Chicago, as Program Agent. (Filed herewith.)***
11.1 Statement Re: Computation of Per Share Earnings.
(Filed herewith.)***
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*Denotes management contract of compensatory plan or
arrangement.
**Confidential treatment has been requested for portions
of this exhibit.
***No revisions were made to these exhibits. They
are included in the company's previous submission
on Form 10-Q for the quarter ended March 31, 1997.
The company will furnish upon request any exhibit described
above upon payment of the company's reasonable expenses for
furnishing such exhibit.
(b) Reports on Form 8-K:
During the first quarter of 1997, the company filed one Current
Report on Form 8-K, as follows:
Current Report on Form 8-K, dated as of February 6, 1997,
reporting under Item 5 thereof, a Press Release of the company
on February 6, 1997 relating to the company's restructuring
plan, special charge and 1996 financial results.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FEDERAL-MOGUL CORPORATION
By: (Thomas W. Ryan)
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THOMAS W. RYAN
Senior Vice President and
Chief Financial Officer
FEDERAL-MOGUL CORPORATION
By: (Kenneth P. Slaby)
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KENNETH P. SLABY
Vice President and Controller and
Chief Accounting Officer
Dated: August 19, 1997