UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended September 30, 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)
(248) 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 or15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to suchfiling
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 latestpracticable date:
Common Stock - 40,194,443 shares as of November 7, 1997
2
FORWARD-LOOKING STATEMENTS
INFORMATION CONTAINED OR INCORPORATED IN THIS QUARTERLY REPORT ON
FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WHICH ARE NOT HISTORICAL
FACTS AND WHICH INVOLVE CERTAIN RISKSAND UNCERTAINTIES AND, ACCORDINGLY,
ACTUAL RESULTS EVENTS AND PERFORMANCE COULD DIFFER MATERIALLY FROM
THOSE CONTEMPLATED BY THESE FORWARD-LOOKING STATEMENTS.
3
PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
-------------------- ----------------------
(As Restated) (As Restated)
1997 1996 1997 1996
-------- -------- ---------- ----------
(Millions of Dollars, Except Per Share Amounts)
Net sales $ 424.2 $ 492.4 $1,391.6 $1,551.9
Cost of products sold 321.4 409.2 1,061.4 1,238.0
------- ------- ------- -------
Gross margin 102.8 83.2 330.2 313.9
Selling, general and
administrative expenses 74.0 79.7 225.9 243.7
Adjustment of assets held
for sale to fair value - 6.4 - 6.4
Reengineering, severance
and other related charges - 5.6 - 5.6
Interest expense 6.5 11.0 25.3 32.8
Interest income (2.4) (.6) (4.2) (2.1)
International currency
exchange losses - .7 - 3.0
Other, net (2.9) .3 (1.3) 1.4
------- ------- ------- -------
Earnings (Loss) Before
Income Taxes and
Extraordinary Item 27.6 (19.9) 84.5 23.1
Income taxes 10.2 (7.3) 24.7 8.6
------- ------- ------- -------
Net Earnings (Loss) Before
Extraordinary Item 17.4 (12.6) 59.8 14.5
Extraordinary item - loss on
early retirement of debt,
net of applicable income
tax benefit - - 2.6 -
------- ------- ------- -------
Net Earnings (Loss) 17.4 (12.6) 57.2 14.5
Preferred stock dividends,
net of tax benefits .6 2.2 4.9 6.6
------- ------- ------- -------
Net Earnings (Loss)
Available for Common
Shares $ 16.8 $ (14.8) $ 52.3 $ 7.9
======= ======= ======= =======
Earnings (Loss) Per Common
Share
Primary
Income (loss) before
extraordinary item $ .45 $(.41) $1.52 $ .23
Extraordinary item -
loss on early
retirement of debt,
net of applicable
income tax benefit - - (.07) -
---- ---- ---- ----
Net Earnings (Loss) $ .45 $(.41) $1.45 $ .23
==== ==== ==== ====
Fully Diluted
Income (loss) before
extraordinary item $ .40 $(.41) $1.39 $ .23
Extraordinary item -
loss on early
retirement of debt,
net of applicable
income tax benefit - - (.06) -
---- ---- ---- ----
Net Earnings (Loss) $ .40 $(.41) $1.33 $ .23
==== ==== ==== ====
See accompanying notes.
4
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Millions of Dollars)
September 30 December 31,
1997 1996
------------ ------------
(Unaudited)
Assets
Current Assets:
Cash and equivalents $ 20.5 $ 33.1
Accounts receivable (net of allowance for
doubtful accounts of $17.1 million and
$16.3 million) 239.4 231.3
Inventories 291.9 417.0
Prepaid expenses and income tax benefits 92.5 81.5
------- -------
Total Current Assets 644.3 762.9
Property, Plant and Equipment 312.8 350.3
Goodwill 146.3 154.0
Other Intangible Assets 60.7 63.1
Business Investments and Other Assets 133.0 124.9
------- -------
Total Assets $1,297.1 $1,455.2
======= =======
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt $ 42.1 $ 280.1
Accounts payable 123.0 142.7
Accrued compensation 45.9 37.6
Other accrued liabilities 192.4 203.4
------- -------
Total Current Liabilities 403.4 663.8
Long-Term Debt 278.5 209.6
Postemployment Benefits 199.3 207.1
Other Accrued Liabilities 67.9 56.2
------- -------
Total Liabilities 949.1 1,136.7
Shareholders' Equity:
Series D preferred stock - 76.6
Series C ESOP preferred stock 49.7 53.1
Unearned ESOP compensation (25.1) (28.4)
Common stock 200.3 175.7
Additional paid-in capital 350.7 283.5
Accumulated deficit (154.6) (193.0)
Currency translation and other (73.0) (49.0)
------- -------
Total Shareholders' Equity 348.0 318.5
------- -------
Total Liabilities and Shareholders' Equity $1,297.1 $1,455.2
======= =======
See accompanying notes.
5
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30
--------------------
1997 1996
-------- --------
(Millions of Dollars)
Cash Provided From (Used By) Operating Activities
Net earnings $ 57.2 $ 14.5
Adjustments to reconcile net earnings to net cash
provided from operating activities
Depreciation and amortization 40.7 46.4
Deferred income taxes 5.3 (.7)
Postemployment benefits 1.1 1.8
(Increase) decrease in accounts receivable (51.2) 8.3
Decrease in inventories 48.2 33.3
Increase (decrease) in accounts payable 1.1 (12.4)
Increase in current liabilities and other 34.9 30.2
Adjustment of assets held for sale to fair value - 6.4
Reengineering, severance and other related charges - 5.6
Loss on early retirement of debt 4.1 -
Payments against restructuring
and reengineering reserves (15.9) (13.2)
----- -----
Net Cash Provided From Operating Activities 125.5 120.2
Cash Provided From (Used By) Investing Activities
Expenditures for property, plant and equipment (29.9) (34.7)
Proceeds from sale of business investments 78.7 11.0
Purchases of business investments - (.3)
----- -----
Net Cash Provided From (Used By) Investing Activities 48.8 (24.0)
Cash Provided From (Used By) Financing Activities
Issuance of common stock 12.0 .4
Fees for early retirement of debt (4.1) -
Fees related to issuance of debt (9.4) -
Net decrease in debt (163.6) (57.6)
Dividends (18.2) (19.4)
Other (3.6) (3.4)
----- -----
Net Cash Used By Financing Activities (186.9) (80.0)
----- -----
Increase (Decrease) in Cash and Equivalents (12.6) 16.2
Cash and Equivalents at Beginning of Period 33.1 19.4
----- -----
Cash and Equivalents at End of Period $ 20.5 $ 35.6
===== =====
See accompanying notes.
6
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three-
and nine-month periods ended September 30, 1997 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K/A for
the year ended December 31, 1996.
2. EARNINGS PER COMMON SHARE
The computation of primary earnings per share is based on the weighted average
number of outstanding common shares during the period plus, when their effect
is dilutive, common stock equivalents consisting of certain shares subject to
stock options. Fully diluted earnings per share additionally assumes the
conversion of outstanding Series C ESOP and Series D preferred stock and the
contingent issuance of common stock to satisfy the Series C ESOP preferred
stock redemption price guarantee when their effect is dilutive. The number
of contingent shares used in the fully diluted calculation is based on the
market price of the common stock on September 30, 1997 and the number of
preferred shares held by the Employee Stock Ownership Plan (ESOP) that were
allocated to participants'accounts as of September 30 of each of the
respective years.
The primary weighted average number of common and equivalent shares outstanding
(in thousands) was 37,490 and 36,050 for the three- and nine-month periods
ended September 30, 1997, and 35,097 and 35,088 for the three- and nine-month
periods ended September 30, 1996. The fully diluted weighted average number
of common and equivalent shares outstanding (in thousands) was 42,016 and
41,839 for the three- and nine-month periods ended September 30, 1997, and
35,097 and 35,122 for the three- and nine-month periods ended September 30,
1996, respectively.
Net earnings used in the computations of primary earnings per share are reduced
by preferred stock dividend requirements. Net earnings used in the computation
of fully diluted earnings per share are reduced by amounts representing the
preferred stock dividends when their effect is anti-dilutive and amounts
representing the additional after-tax contribution that would be necessary to
meet ESOP debt service requirements under an assumed conversion of the Series C
ESOP preferred stock when their effect is dilutive.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997. The adoption of SFAS No. 128 would not materially impact
the results of the earnings per share calculation for the three months and the
nine months ended September 30, 1997 and 1996 and is not expected to materially
impact the results of the earnings per share calculation for the year ended
December 31, 1997.
Quarterly dividends of $.12 per common share were declared for both the first,
second and third quarters of 1997 and 1996.
3. INVENTORIES
At September 30, 1997 and December 31, 1996, inventories consisted of the
following:
1997 1996
------ ------
Finished products $274.9 $417.0
Work-in-process 21.1 28.0
Raw materials 15.3 20.0
----- -----
311.3 465.0
Reserve for inventory valuation (19.4) (48.0)
----- -----
$291.9 $417.0
===== =====
The $28.6 million decrease in the reserve for inventory valuation resulted
primarily from the Company's initiative to dispose of slow moving and obsolete
inventory that was fully reserved and the sales of certain international retail
and wholesale businesses. As such, the reduction in the inventory reserves
related to this initiative did not affect the Company's 1997 earnings.
7
4. DEBT
In June 1997, the Company entered into a new $350 million multicurrency
revolving credit facility agreement with a consortium of international banks
which matures in June 2002. This new agreement replaces the exiting U.S. and
European revolving credit facilities and has similar pricing terms. The
revolving credit facility contains restrictive covenants that, among other
matters, require the Company to maintain certain financial ratios. As of
September 30, 1997, there were no borrowings outstanding against the revolving
credit facility.
In April 1997, the Company issued $125 million of 10-year 8.8% senior notes.
5. ADJUSTMENT OF ASSETS HELD FOR SALE
The Company received $78.7 million in cash for businesses sold in the first
nine months of 1997, while the purchasers assumed certain liabilities. The
results of operations have been included in the Company's consolidated
statements of earnings through the date of sale for the following transactions.
In January 1997, the Company completed the previously announced sale of its
heavy wall bearing division in Germany and Brazil to Zollern BHW Gleitlager
GmbH, a member of Fuerstlich Hohenzollernsche Werke Laucherthal GmbH Co.
On May 13, 1997, the Company completed the previously announced sale of its
Australian replacement operations to Automotive Components Limited.
On June 3, 1997, the Company completed the previously announced sale of its
South African replacement operations. The Company sold the distribution
operations to Chariots Holding Limited and the retail operations to Lexshell 16
Investment Holdings (Proprietary) Limited.
The Company continually reviews and updates its impairment reserves related
to the divestiture of its remaining retail/wholesale replacement operations
and adjusts the reserve components to approximate the net fair value of its
remaining businesses held for sale. There has been no net effect on the 1997
statement of earnings related to the above events.
6. INCOME TAXES
During the second quarter of 1997, the Company recognized an income tax benefit
of $6.8 million related to the sales of the South African and Australian
businesses.
7. EXTRAORDINARY ITEM
During the second quarter of 1997, the Company retired $64.7 million in private
placement debt. The early retirement of the debt required a make-whole payment
of $4.1 million, which was recorded as an extraordinary item of $2.6 million,
net of the related tax benefit.
8. REDEMPTION OF SERIES D CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
On August 8, 1997, the Company announced its call for the redemption of all
its outstanding $3.875 Series D Convertible Exchangeable Preferred Stock.
Upon calling for redemption, these preferred stockholders elected to convert
each preferred share into 2.778 shares of common stock. On August 28, 1997,
the Company issued 4.4 million shares of common stock in exchange for all of
the outstanding Series D convertible exchangeable preferred stock.
9. RESTATEMENT
In August 1997, the Company filed a Form 10-K/A which restated the previously
issued 1996 financial statements for certain charges recorded in 1996. The
restatement did not affect the Company's balance sheet at December 31, 1996.
The corrections primarily pertained to timing in the recognition of the
provision for doubtful accounts and customer incentive programs, the
recognition of vendor rebates and the recognition of certain federal income
tax credits. The following summarizes the net effect of these adjustments on
the three and nine-month periods ended September 30, 1996, in millions:
Three Months Nine Months
Ended Ended
September 30 September 30
1996 1996
------------ ------------
Earnings (loss) before income taxes:
As previously reported $ (27.4) $ 14.4
As restated (19.9) 23.1
Net earnings (loss):
As previously reported (17.3) 9.1
As restated (12.6) 14.5
Earnings (loss) per common share:
As previously reported (.56) .07
As restated (.41) .23
Accumulated deficit at December 31, 1996:
As previously reported (193.0) (193.0)
As restated (193.0) (193.0)
8
10. SUBSEQUENT EVENT
T&N Offer:
On October 16, 1997, the Company announced it had made a cash offer to acquire
all the outstanding common stock of T&N plc for 260 pence per share. The offer
values T&N's share capital at $2.4 billion. In addition, the Company will
assume the debt of T&N at closing. The Company will finance the acquisition
through a committed bank facility from Chase Manhattan Bank. The Company's
intention is to put in place a permanent capital structure of a combination
of equity and debt financing.
The offer is subject to various conditions customary in the United Kingdom,
including acceptances of the offer by T&N shareholders and the receipt of all
applicable regulatory approvals in the United States and Europe. As part of
the acquisition process, certain financing, professional and other related
fees have been and will continue to be incurred in 1997. These fees have
been capitalized as incurred and will be accounted for as direct acquisition
or financing costs once the transaction closes. Management fully expects the
acquisition to close, however, in the event the acquisition is not completed,
these fees would be charged to expense and would materially impact net earnings
at that time. The Company may elect to accelerate payment of certain portions
of the bank facility which would result in an extraordinary charge due to the
write-off of the financing cost associated with the early retirement of debt.
In addition, as part of financing the acquisition, the Company purchased for
$28.1 million a foreign currency option with a notional amount of $2.5 billion
to cap the effect of potential unfavorable fluctuations in the British pound/
U.S. dollar exchange rate. The cost of the option and its change in fair
value will be reflected in the results of operations in the fourth quarter of
1997. The option's fair value will exceed its cost if the British pound to
U.S. dollar exchange rate exceeds $1.667 at its expiration date in the first
quarter of 1998. At closing on November 10, 1997, the British pound to U.S.
dollar exchange rate was $1.697.
Restricted Stock:
In October 1997, the Company met certain share price performance criteria under
the 1989 Long-Term Incentive Plan which resulted in the recognition of $5.4
million in compensation expense related to vesting of restricted stock.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1996
NET SALES
Sales for the third quarter of 1997 were $424.2 million compared to $492.4
million in the same 1996 quarter. North American original equipment sales
were $108.4 million in the third quarter of 1997 compared to $110.9 million
in 1996. Excluding the electrical products and ball bearing operation
divestitures, North American original equipment sales were up 13.8% largely
due to continued strong sealing systems and engine bearing product demand.
International original equipment sales decreased 28.0% to $37.2 million from
$51.7 million in the same 1996 quarter. Excluding the sale of the heavy wall
bearing operations in Germany and Brazil and foreign currency effects,
International original equipment sales increased 13.2% primarily due to
continued strong sputter bearing demand. North American replacement sales
decreased 2.3% to $177.2 million from $181.3 million in the third quarter
of 1996. The decrease was attributable to continued weak demand in engine
products. International replacement third quarter 1997 sales were $101.4
million compared to $148.5 million for the third quarter of 1996. Excluding
the effects of exchange and the divestitures in Turkey, Australia and South
Africa, International replacement sales were up 6.0%. The increase is
primarily due to increased demand of suspension and anti-friction bearings in
Mexico.
COST OF PRODUCTS SOLD
Cost of products sold as a percent of net sales decreased to 75.8% for the
third quarter of 1997 from 83.1% for the third quarter of 1996. The decrease
in cost of products sold as a percent of net sales is attributable to changes
in accounting estimates related to sales incentive programs and obsolete
inventory in the third quarter of 1996 as well as productivity improvements,
cost controls and streamlined operations.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
While declining to $74.0 million, selling, general and administrative expenses
as a percent of net sales increased to 17.4% for the third quarter of 1997
compared to 16.2% for the same 1996 period. The increase is attributable to
additional incentive compensation expense of $1.6 million and compensation
expense related to the vesting of restricted stock of $3.1 million, both due
to improved Company performance.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH SIX MONTHS ENDED
SEPTEMBER 30, 1996
NET SALES
Sales for the nine-month period ended September 30, 1997 were $1,391.6 million
compared to $1,551.9 million for the same 1996 period. North American original
equipment sales were $337.7 million for the nine-month period ended September
30, 1997 compared to $341.8 million in 1996. Excluding the electrical products
and ball bearing operation divestitures, North American original equipment
sales were up 15.8% largely due to strong sealing system product demand.
International original equipment sales decreased 24.1% to $126.2 million for
the nine-month period ended September 30, 1997 from $166.2 million in the same
1996 period. Excluding the sale of the heavy wall bearing operations in
Germany and Brazil and foreign currency effects, International original
equipment sales increased 8.9%. North American replacement sales decreased
6.8% to $549.2 million from $589.0 million for the nine-month period ended
September 30, 1996. The decrease was attributable to softness in the North
American replacement market, particularly in engine and chassis products.
International replacement sales for the nine-month period ended September
30, 1997 were $378.5 million compared to $454.9 million for the same 1996
period. Excluding the effects of exchange and the divestitures in Turkey,
Australia and South Africa, International replacement sales were up 5.8%.
COST OF PRODUCTS SOLD
Cost of products sold as a percent of net sales decreased to 76.3% for the
nine-month period ended September 30, 1997 from 79.8% for the same 1996 period.
The decrease in cost of products sold as a percent of net sales is attributable
to changes in estimates of sales in incentive programs and obsolete inventory
in the third quarter as well as productivity improvements, cost controls and
streamlined operations.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
While declining to $225.9 million, selling, general and administrative
expenses as a percent of net sales increased to 16.2% for the nine-month
period ended September 30, 1997 compared to 15.7% for the same 1996 period.
The increase is primarily attributable to additional incentive compensation
expense of $1.6 million and compensation expense related to vesting of
restricted stock of $3.1 million, both due to improved Company performance.
10
ADJUSTMENT OF ASSETS HELD FOR SALE
The Company received $78.7 million in cash for businesses sold in the first
nine months of 1997, while the purchasers assumed certain liabilities. The
results of operations have been included in the Company's consolidated
statements of earnings through the date of sale for the following transactions.
In January 1997, the Company completed the previously announced sale of its
heavy wall bearing division in Germany and Brazil to Zollern BHW Gleitlager
GmbH, a member of Fuerstlich Hohenzollernsche Werke Laucherthal GmbH Co.
On May 13, 1997, the Company completed the previously announced sale of its
Australian replacement operations to Automotive Components Limited.
On June 3, 1997, the Company completed the previously announced sale of its
South African replacement operations. The Company sold the distribution
operations to Chariots Holding Limited and the retail operations to Lexshell 16
Investment Holdings (Proprietary) Limited.
The Company continually reviews and updates its impairment reserves related to
the divestiture of its remaining retail/wholesale replacement operations and
adjusts the reserve components to approximate the net fair value of its
remaining businesses held for sale. There has been no net effect on the 1997
statement of earnings related to the above events.
INCOME TAXES
During the second quarter of 1997, the Company recognized an income tax benefit
of $6.8 million related to the sales of the South African and Australian
businesses during the second quarter.
EXTRAORDINARY ITEM
During the second quarter of 1997, the Company retired $64.7 million in private
placement debt. This eliminated 10% coupon debt and potentially restrictive
covenants and will provide the Company greater financial flexibility. The
early retirement of the debt required a make-whole payment of $4.1 million,
which was recorded as an extraordinary item of $2.6 million, net of the related
tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations of $125.5 million for the nine-month period
ended September 30, 1997 increased 4.4% from $120.2 million for the same 1996
period. The increase in cash flow from operations is due to increased
earnings combined with decreased inventory levels. Inventory reduction
increased over the 1996 period due to a decrease in lead times and lot sizes
and an increase in fill rates in the North American replacement business as
well as reductions in inventory in the international replacement business.
The increase in accounts receivable is primarily due to $32 million of
payments on the accounts receivable securitization.
Cash flow from investing activities of $48.8 million for the nine-month
period ended September 30, 1997 includes $78.7 million of proceeds from the
sales of the heavy wall bearing division in Germany and Brazil, and 64 retail
stores and 17 warehouse locations in Turkey, Australia and South Africa. Cash
flow from investing activities also includes capital expenditures of $29.9
million for property, plant and equipment and equipment to implement process
improvements, information technology and new product introductions.
Cash flow used by financing activities of $186.9 million for the
nine-month period ended September 30, 1997 reflects a reduction in borrowings
of $163.6 million. The cash used to reduce borrowings was primarily generated
from operations and proceeds from the sales of businesses noted above. In
April 1997, the Company issued $125 million of 10-year 8.8% senior notes.
Proceeds from the senior notes were used to pay down the revolving credit
facility. Also during the nine-month period ended September 30, 1997, the
Company retired $64.7 million in private placement debt using its revolving
credit facility. This retirement eliminated 10% coupon debt and potentially
restrictive covenants and will provide the Company greater financial
flexibility. The early retirement of debt required a make-whole payment of
$4.1 million which decreased cash from financing activities. Also in the
first quarter of 1997, the Company entered into a new $100 million accounts
receivable securitization program which replaced a similar agreement, and in
the second quarter of 1997, the Company entered into a new 5-year $350 million
revolving credit agreement which expires in June 2002.
On August 8, 1997, the Company announced its call for the redemption of all
its outstanding $3.875 Series D Convertible Exchangeable Preferred Stock.
Upon calling for redemption, these preferred stockholders elected to convert
each preferred share into 2.778 shares of common stock. On August 28, 1997,
the Company issued 4.4 million shares of common stock in exchange for all of
the outstanding Series D convertible exchangeable preferred stock.
The Company believes that cash flow from operations, together with borrowings
available under the Company's revolving credit facility, will continue to be
sufficient to meet its ongoing working capital requirements.
11
RESTATEMENT
In August 1997, the Company filed a Form 10-K/A which restated the previously
issued 1996 financial statements for certain charges recorded in 1996. The
restatement did not affect the Company's balance sheet at December 31, 1996.
The corrections primarily pertained to timing in the recognition of the
provision for doubtful accounts and customer incentive programs, the
recognition of vendor rebates and the recognition of certain federal income
tax credits. The following summarizes the net effect of these adjustments
on the three and nine-month periods ended September 30, 1996, in millions:
Three Months Nine Months
Ended Ended
September 30 September 30
1996 1996
------------ ------------
Net earnings (loss):
As previously reported $ (17.3) $ 9.1
As restated (12.6) 14.5
SUBSEQUENT EVENT
T&N Offer:
On October 16, 1997, the Company announced it had made a cash offer to acquire
all the outstanding common stock of T&N plc for 260 pence per share. The offer
values T&N's share capital at $2.4 billion. In addition, the Company will
assume the debt of T&N at closing. The Company will finance the acquisition
through a committed bank facility from Chase Manhattan Bank. The Company's
intention is to put in place a permanent capital structure of a combination
of equity and debt financing.
The offer is subject to various conditions customary in the United Kingdom,
including acceptances of the offer by T&N shareholders and the receipt of all
applicable regulatory approvals in the United States and Europe. As part of
the acquisition process, certain financing, professional and other related
fees have been and will continue to be incurred in 1997. These fees have
been capitalized as incurred and will be accounted for as direct acquisition
or financing costs once the transaction closes. Management fully expects the
acquisition to close, however, in the event the acquisition is not completed,
these fees would be charged to expense and would materially impact net earnings
at that time. The Company may elect to accelerate payment of certain portions
of the bank facility which would result in an extraordinary charge due to the
write-off of the financing cost associated with the early retirement of debt.
In addition, as part of financing the acquisition, the Company purchased for
$28.1 million a foreign currency option with a notional amount of $2.5 billion
to cap the effect of potential unfavorable fluctuations in the British pound/
U.S. dollar exchange rate. The cost of the option and its change in fair
value will be reflected in the results of operations in the fourth quarter of
1997. The option's fair value will exceed its cost if the British pound to
U.S. dollar exchange rate exceeds $1.667 at its expiration date in the first
quarter of 1998. At closing on November 10, 1997, the British pound to U.S.
dollar exchange rate was $1.697.
Restricted Stock:
In October 1997, the Company met certain share price performance criteria under
the 1989 Long-Term Incentive Plan which resulted in the recognition of $5.4
million in compensation expense related to vesting of restricted stock.
12
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
On August 30, 1995, Zeller Corporation, an auto parts supplier, filed
a lawsuit against the Company and Neapco, Inc. in the United States
District Court for the Northern District of Ohio, Western Division,
seeking damages for alleged violations of federal antitrust laws and
certain state laws. On June 25, 1996, the judge dismissed the federal
antitrust law claims. Zeller has appealed the dismissal to the United
States Court of Appeals for the Sixth Circuit. After consulting with
counsel for the Company, management believes that the case will be
dismissed on appeal.
Item 5. Other
On October 16, 1997, Federal-Mogul and T&N plc announced they had
agreed to the terms of a recommended cash offer by Federal-Mogul
of 260 pence per share for the entire issued share capital of T&N.
The offer values T&N's issued share capital at $2.4 billion. In
addition, Federal-Mogul may or may not refinance the existing debt
of T&N at closing. Federal-Mogul indicated that the acquisition of
T&N would:
- create a highly competitive Tier I automotive supplier worldwide;
- expand its manufactured product portfolio to offer systems and
modules;
- enhance Federal-Mogul's position as a supplier of engine and
transmission products worldwide;
- reinforce Federal-Mogul's ability to provide a high quality service
to both its original equipment and aftermarket customers;
- extend Federal-Mogul's international reach and accelerate its
worldwide aftermarket growth;
- create an organization which builds on the strength of the
leadership, expertise and working practices of both companies
to further improve efficiencies.
The Offer is subject to various conditions customary in the
United Kingdom, including acceptances of the Offer by T&N
shareholders and the receipt of all applicable regulatory
approvals in the United States and in Europe.
Federal-Mogul will fund the transaction through a bridge facility
provided by The Chase Manhattan Bank. Federal-Mogul's intention is to
put in place a permanent capital structure that reflects its financial
goals. Permanent financing will be an appropriate combination of
equity and debt.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11.1 Statement Re Computation of Per Share Earnings for the
three months ended September 30, 1997.
11.2 Statement Re Computation of Per Share Earnings for the
nine months ended September 30, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the
three months ended September 30, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned, thereunto duly authorized.
FEDERAL-MOGUL CORPORATION
By: (Thomas W. Ryan)
---------------------------
THOMAS W. RYAN
Senior Vice President and
Chief Financial Officer
By: (Kenneth P. Slaby)
---------------------------
KENNETH P. SLABY
Vice President and Controller and
Chief Accounting Officer
Dated: November 12, 1997