SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Federal-Mogul Corporation
(Name of Issuer)
Class A Common Stock, Par Value $0.01
(Title of Class of Securities)
313549 404
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 2011
(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
CUSIP No. 313549 404
1 NAME OF REPORTING PERSON
IEH FM Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
76,254,355
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
76,254,355
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,254,355
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.09%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 313549 404
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
76,254,355
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
76,254,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,254,355
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.09%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 313549 404
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
76,254,355
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
76,254,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,254,355
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.09%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 313549 404
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
76,254,355
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
76,254,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,254,355
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.09%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 313549 404
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
76,254,355
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
76,254,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,254,355
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.09%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
January 7, 2008, as previously amended (the "Initial 13D"), by the Reporting
Persons with respect to the shares of Common Stock, par value $0.01 (the
"Shares"), issued by Federal-Mogul Corporation (the "Issuer"), is hereby further
amended to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Initial 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended by adding the following:
The aggregate purchase price of the 1,012,431 Shares purchased by FM
Holdings since the Reporting Persons' last filing on Schedule 13D was
$15,485,534.70. The source of funding for the purchase of the Shares was the
general working capital of FM Holdings.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety to
read as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 76,254,355 Shares, representing approximately 77.09% of the Issuer's
outstanding Shares (based upon the 98,904,500 Shares stated to be outstanding as
of October 27, 2011 by the Issuer in the Issuer's Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on October 27, 2011).
(b) FM Holdings has sole voting power and sole dispositive power with
regard to 76,254,355 Shares. Each of Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared
dispositive power with regard to such Shares.
Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn, by virtue of their relationships to FM Holdings (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which FM Holdings directly beneficially owns.
Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected by any of the Reporting Persons during the past sixty days. Except as
otherwise noted below, all such transactions were purchases of Shares effected
in the open market, and the table includes commissions paid in per share prices.
Name of Date of Number of Purchase
Reporting Transaction Shares Price per
Person Purchased Share
---------------- ----------- ---------- ----------
FM Holdings September 23, 2011 39,900 14.6943
FM Holdings September 26, 2011 42,300 14.8294
FM Holdings September 27, 2011 20,046 15.4982
FM Holdings September 28, 2011 42,300 15.3914
FM Holdings September 29, 2011 42,300 15.4086
FM Holdings September 30, 2011 42,300 14.8837
FM Holdings October 03, 2011 48,900 14.9254
FM Holdings October 04, 2011 2,200 14.8282
FM Holdings November 18, 2011 50,440 13.8399
FM Holdings November 21, 2011 57,300 13.7019
FM Holdings November 22, 2011 57,300 13.7422
FM Holdings November 23, 2011 57,300 13.5567
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: November 23, 2011
IEH FM HOLDINGS, LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial 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. 4 to Schedule 13D - Federal-Mogul Corporation]