AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON . , 1998
SUBJECT TO AMENDMENT
REGISTRATION NO. 333- .
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FEDERAL-MOGUL CORPORATION MICHIGAN 38-0533580
FEDERAL-MOGUL DUTCH HOLDINGS INC. DELAWARE 38-3399272
FEDERAL-MOGUL GLOBAL INC. DELAWARE 38-3399269
FEDERAL-MOGUL U.K. HOLDINGS INC. DELAWARE 38-3399273
CARTER AUTOMOTIVE COMPANY, INC. DELAWARE 43-1374271
FEDERAL MOGUL VENTURE CORPORATION NEVADA 38-2938561
FEDERAL-MOGUL WORLD WIDE, INC. MICHIGAN 38-3010848
FEDERAL-MOGUL GLOBAL PROPERTIES, INC. MICHIGAN 38-3394578
FELT PRODUCTS MFG. CO. DELAWARE 36-1065910
FEL-PRO MANAGEMENT CO. DELAWARE 36-3852940
FEL-PRO CHEMICAL PRODUCTS L.P. DELAWARE 36-3853228
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
26555 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN 48034
(248) 354-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EDWARD W. GRAY, JR., ESQ.
FEDERAL-MOGUL CORPORATION
26555 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN 48034
(248) 354-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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The Commission is requested to mail signed copies of all orders, notices and
communications to:
LAURENT ALPERT, ESQ. THOMAS A. COLE, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON SIDLEY & AUSTIN
ONE LIBERTY PLAZA ONE FIRST NATIONAL PLAZA
NEW YORK, NEW YORK 10006 CHICAGO, ILLINOIS 60603
(212) 225-2000 (312) 853-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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(continued on following page)
(continued from previous page)
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2)(3) PRICE(2)(3) FEE
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Common Stock, without
par value offered by
Federal-Mogul
Corporation(4).........
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Debt Securities offered
by Federal-Mogul
Corporation............
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Preferred Stock offered
by Federal-Mogul
Corporation(4).........
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Total Securities offered
by Federal-Mogul
Corporation............
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Common Stock, without
par value offered by
Selling Shareholders...
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Guarantee of Federal-
Mogul Dutch Holdings
Inc.(5)................
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Guarantee of Federal-
Mogul Global Inc.(5)...
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Guarantee of Federal-
Mogul U.K. Holdings
Inc.(5)................
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Guarantee of Carter
Automotive Company,
Inc.(5)................
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Guarantee of Federal
Mogul Venture
Corporation(5).........
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Guarantee of Federal-
Mogul World Wide,
Inc.(5)................
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Guarantee of Federal-
Mogul Global
Properties, Inc.(5)....
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Guarantee of Felt
Products Mfg. Co.(5)...
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Guarantee of Fel-Pro
Management Co.(5)......
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Guarantee of Fel-Pro
Chemical Products
L.P.(5)................
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Total................... $1,843,643,750 100% $1,843,643,750 $543,875(6)
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(1) Such indeterminate number or amount of Common Stock, Debt Securities and
Preferred Stock as may from time to time be issued at indeterminate
prices.The amount registered is in United States dollars or the equivalent
thereof in any other currency, currency unit or units, or composite
currency or currencies. Guarantees of certain Debt Securities may be
issued by the above-named subsidiaries of Federal-Mogul. No separate
consideration will be received for the issuance of these Guarantees.
(2) The proposed maximum offering price per unit will be determined from time
to time by Federal-Mogul or the Selling Shareholders in connection with
the issuance by the Registrant or the sale by the Selling Shareholders of
the securities registered hereunder.
(3) The proposed maximum aggregate offering price has been estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457
under the Securities Act of 1933. The aggregate public offering price of
the Common Stock, Debt Securities and Preferred Stock offered by Federal-
Mogul Corporation and the Selling Shareholders will not exceed
$1,843,643,750, the amount of Securities being carried forward hereunder
pursuant to Rule 429, as detailed below, or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite
currencies.
(4) Also includes such indeterminate number of shares of Preferred Stock and
Common Stock as may be issued upon conversion of or exchange for any Debt
Securities or Preferred Stock that provide for conversion or exchange into
other securities. No separate consideration will be received for the
Preferred Stock or Common Stock issuable upon conversion of or in exchange
for Debt Securities or Preferred Stock.
(5) Guarantees of certain Debt Securities may be issued by the above-named
subsidiaries of Federal-Mogul. No separate consideration will be received
for the issuance of these Guarantees.
(6) The fee for the registration of securities being carried forward hereunder
pursuant to Rule 429 has been previously paid.
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PURSUANT TO THE PROVISIONS OF RULE 429 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THE PROSPECTUS CONSTITUTING A PART OF THIS REGISTRATION STATEMENT
ALSO RELATES TO AN ADDITIONAL $1,843,643,750 PRINCIPAL AMOUNT OF COMMON STOCK,
DEBT SECURITIES AND PREFERRED STOCK REGISTERED BY THE REGISTRANT UNDER THE
SECURITIES ACT OF 1933 IN REGISTRATION STATEMENT NO. 333-50413 AND THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 WITH
RESPECT TO SUCH REGISTRATION STATEMENT.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
$2,500,000,000
FEDERAL MOGUL CORPORATION
DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK
Federal-Mogul Corporation, a Michigan corporation ("Federal-Mogul" or the
"Company"), may offer and sell from time to time, in one or more series, (i)
its debt securities, consisting of debentures, notes and/or other evidences of
indebtedness representing unsecured obligations of Federal-Mogul (the "Debt
Securities"), (ii) shares of its preferred stock, no par value per share
("Preferred Stock"), and (iii) shares of its common stock, without par value
("Common Stock"). The Selling Shareholders (as defined herein) may offer and
sell Common Stock as provided for in an accompanying supplement to this
Prospectus. See "Plan of Distribution." Debt Securities, Preferred Stock and
Common Stock are herein collectively referred to as the "Securities."
Certain specific terms of the particular Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying supplement
to this Prospectus (the "Prospectus Supplement"), which will describe, without
limitation and where applicable, the following: (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, ranking as
senior or subordinated Debt Securities, denomination, maturity, premium, if
any, interest rate (which may be fixed or variable), method of calculating
interest, if any, place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable, the currencies or
currency units in which principal of, premium, if any, and interest, if any,
on such Debt Securities will be payable, any terms of redemption or
conversion, any sinking fund provisions, the purchase price, any listing on a
securities exchange, any right of Federal-Mogul to defer payment of interest
on the Debt Securities and the maximum length of such deferral period and
other special terms; (ii) in the case of Preferred Stock, the specific
designation and liquidation preference per share and number of shares offered,
the purchase price, dividend rate (which may be fixed or variable), method of
calculating payment of dividends, if any, place or places where dividends on
such Preferred Stock will be payable, any terms of redemption, dates on which
dividends shall be payable and dates from which dividends shall accrue, any
listing on a securities exchange, voting and other rights, including
conversion or exchange rights, if any, and other special terms; and (iii) in
the case of Common Stock, the number of shares offered, the initial offering
price, market price and dividend information.
The offering price to the public of the Securities will be limited to U.S.
$2,500,000,000 in the aggregate (or its equivalent (based on the applicable
exchange rate at the time of issue), if Securities are offered for
consideration denominated in one or more foreign currencies or currency units
as shall be designated by Federal-Mogul). The Debt Securities may be
denominated in United States dollars or, at the option of Federal-Mogul if so
specified in the applicable Prospectus Supplement, in one or more foreign
currencies or currency units. The Debt Securities may be issued in registered
form or bearer form, or both. If so specified in the applicable Prospectus
Supplement, Securities of one or more classes or series may be issued in whole
or in part in the form of one or more temporary or permanent global
securities.
The Common Stock is listed on the New York Stock Exchange under the trading
symbol "FMO."
The Securities may be sold to or through underwriters, through dealers or
agents or directly to purchasers. See "Plan of Distribution." The names of any
underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them will be set forth in a
Prospectus Supplement. See "Plan of Distribution" for possible indemnification
arrangements for dealers, underwriters and agents.
The Selling Shareholders will receive the net proceeds from the sale of
shares of Common Stock by the Selling Shareholders and will pay all
underwriting discounts, selling commissions and transfer taxes, if any,
applicable to any such sale. Federal-Mogul is responsible for payment of all
other expenses incident to the registration of the shares of Common Stock. The
Selling Shareholders and any broker-dealers, agents or underwriters that
participate in the distribution of the Common Stock sold by the Selling
Shareholders may be deemed "underwriters" within the meaning of the Securities
Act, and any commission received by them and any profit on the resale of the
shares of Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for a description of certain indemnification arrangements.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is . , 1998.
AVAILABLE INFORMATION
Federal-Mogul is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of which this Prospectus
forms a part, as well as such reports, proxy statements and other information
filed by Federal-Mogul with the Commission, can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices in Chicago, Citicorp Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661-2511, and in New York, 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates and such material is contained on the worldwide web site
maintained by the Commission at http://www.sec.gov. Reports, proxy statements
and other information concerning Federal-Mogul can be inspected at the offices
of the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York,
New York 10005.
Federal-Mogul has filed the Registration Statement with the Commission in
Washington, D.C. with respect to the Securities offered hereby. This
Prospectus constitutes a part of the Registration Statement and does not
contain all the information set forth therein, certain portions of which have
been omitted as permitted by the rules and regulations of the Commission. Any
statements contained herein concerning the provisions of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. For further
information regarding Federal-Mogul and the securities offered hereby,
reference is made to the Registration Statement and to the exhibits thereto.
2
THE COMPANY
Federal-Mogul is a leading global manufacturer and distributor of a broad
range of vehicular components for automobiles and light trucks, heavy duty
trucks, farm and construction vehicles and industrial products. Such
components include powertrain systems components (primarily bearings, rings
and pistons), sealing system components (dynamic seals and gaskets) and
general products (primarily friction products, sintered products, camshafts
and systems protection products). Federal-Mogul markets its products to many
of the world's major original equipment ("OE") manufacturers. Federal-Mogul
also manufactures and supplies its products and related parts to the
aftermarket relating to each of these categories of equipment.
Founded in 1899, Federal-Mogul traditionally focused on the manufacture and
distribution of engine bearings and sealing systems. From 1990 through 1996,
Federal-Mogul pursued a strategy of opening retail auto stores in various
domestic and international locations. These geographically-dispersed stores
proved burdensome to manage and resulted in substantial operating losses. In
the fourth quarter of 1996, Federal-Mogul initiated a change of management,
following which the Company initiated a significant restructuring program
designed to refocus the Company on its core competency of manufacturing. As
part of its restructuring, Federal-Mogul closed or sold substantially all of
its retail operations. Federal-Mogul also began to pursue a growth strategy of
acquiring complementary manufacturing companies that enhance the Company's
product base, expand its global manufacturing operations and provide
opportunities to capitalize on the Company's aftermarket distribution network
and technological resources.
In connection with its growth strategy, on March 6, 1998 Federal-Mogul
acquired T&N plc ("T&N"), a U.K. based supplier of engine and transmission
products, for total consideration of approximately (Pounds)1.46 billion ($2.42
billion, converted at a blended exchange rate of 1.6510 U.S. dollars to 1
pound sterling). T&N manufactures and supplies high technology engineered
automotive components and industrial materials including pistons, friction
products, bearings, systems protection, camshafts and sealing products. On
February 24, 1998, Federal-Mogul acquired Fel-Pro, Incorporated and certain
affiliated entities ("Fel-Pro"), a privately-owned automotive parts
manufacturer, for total consideration of approximately $717 million. Fel-Pro
is a premier gasket manufacturer for the North American aftermarket and OE
heavy duty market.
Federal-Mogul operates facilities at over 240 manufacturing locations in 24
countries. On a pro forma basis (giving effect to the acquisitions of T&N and
Fel-Pro and the disposition of T&N thinwall and drywall and dry bearings
(polymer bearings) operations ("T&N Bearings Business") as if they had
occurred on January 1, 1997), Federal-Mogul's total sales for 1997 were $4.8
billion.
Federal-Mogul is a Michigan corporation with its principal executive offices
located at 26555 Northwestern Highway, Southfield, Michigan 48034. The
telephone number of those offices is (248) 354-7700.
3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth Federal-Mogul's ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends
for each year in the five-year period ended December 31, 1997 and the three-
month period ended March 31, 1998.
YEAR ENDED DECEMBER 31,
THREE MONTHS --------------------------------
ENDED MARCH 31, 1998 1997 1996 1995 1994 1993
-------------------- ---- ---- ---- ---- ----
Ratio of Earnings to
Fixed Charges(1): 1.1x 3.3x N/A(2) N/A(3) 4.3x 2.7x
YEAR ENDED DECEMBER 31,
THREE MONTHS --------------------------------
ENDED MARCH 31, 1998 1997 1996 1995 1994 1993
-------------------- ---- ---- ---- ---- ----
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends(1): 1.1x 2.9x N/A(2) N/A(3) 3.1x 2.2x
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(1) Federal-Mogul guarantees the debt of the Federal-Mogul Employee Stock
Ownership Plan ("ESOP"); the fixed charges of the ESOP are not included in
the above calculations.
(2) Not applicable as 1996 earnings were inadequate to cover fixed charges by
$173.0 million.
(3) Not applicable as 1995 earnings were inadequate to cover fixed charges by
$53.4 million.
The ratio of earnings to fixed charges has been computed by dividing
earnings by fixed charges. The ratio of earnings to combined fixed charges and
preferred stock dividends has been computed by dividing earnings by the sum of
fixed charges and preferred stock dividend requirements. Earnings consist of
income before income taxes plus fixed charges excluding capitalized interest.
Fixed charges consist of interest on all indebtedness, amortization of debt
issuance costs and the portion of rental expense representative of interest.
USE OF PROCEEDS
Unless otherwise indicated in the accompanying Prospectus Supplement, the
net proceeds received by Federal-Mogul from the sale of the Securities offered
hereby are expected to be used for general corporate purposes. Any specific
allocation of the proceeds to a particular purpose that has been made at the
date of any Prospectus Supplement will be described therein. Federal-Mogul
will not receive any proceeds from the sale of shares of Common Stock by any
Selling Shareholder.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby, consisting of notes, debentures and
other evidences of indebtedness, are to be issued in one or more series
constituting either senior Debt Securities ("Senior Debt Securities") or
subordinated Debt Securities ("Subordinated Debt Securities"). Unless
otherwise specified in the applicable Prospectus Supplement, the Debt
Securities will be issued pursuant to indentures described below (as
applicable, the "Senior Indenture" or the "Subordinated Indenture," each, an
"Indenture" and, together, the "Indentures"), in each case between Federal-
Mogul and the trustee identified therein (the "Trustee"), the forms of which
have been filed as exhibits to the Registration Statement of which this
Prospectus forms a part. Except for the subordination provisions of the
Subordinated Indenture, for which there are no counterparts in the Senior
Indenture, the provisions of the Subordinated Indenture are substantially
identical in substance to the provisions of the Senior Indenture that bear the
same section numbers.
4
The statements herein relating to the Debt Securities and the following
summaries of certain general provisions of the Indentures do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indentures (as they may be amended or
supplemented from time to time), including the definitions therein of certain
terms capitalized in this Prospectus. All article and section references
appearing herein are to articles and sections of the applicable Indenture and
whenever particular Sections or defined terms of the Indentures (as they may
be amended or supplemented from time to time) are referred to herein or in a
Prospectus Supplement, such Sections or defined terms are incorporated herein
or therein by reference.
GENERAL
The Debt Securities will be unsecured obligations of Federal-Mogul. The
Indentures do not limit the aggregate amount of Debt Securities which may be
issued thereunder, nor do they limit the incurrence or issuance of other
secured or unsecured debt of Federal-Mogul. The Debt Securities issued under
the Senior Indenture will be unsecured and will rank pari passu with all other
unsecured and unsubordinated obligations of Federal-Mogul. The Debt Securities
issued under the Subordinated Indenture will be subordinate and junior in
right of payment, to the extent and in the manner set forth in the
Subordinated Indenture, to all Senior Indebtedness of Federal-Mogul. See "--
Subordination under the Subordinated Indenture."
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including, but not limited to, the
following: (1) the title of such Debt Securities, including whether the Debt
Securities are Senior Debt Securities or Subordinated Debt Securities and
whether such Debt Securities will be issued under the Senior Indenture, the
Subordinated Indenture or other indenture set forth in the Prospectus
Supplement; (2) any limit upon the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of and premium, if
any, on such Debt Securities is payable or the method of determining such date
or dates; (4) the rate or rates (which may be fixed or variable) at which such
Debt Securities will bear interest, if any, or the method of calculating such
rate or rates of interest, the date or dates from such interest will accrue or
the method by which such date or dates will be determined, the date or dates
on which interest, if any, will be payable and the record date or dates
therefor; (5) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable; (6) the right, if
any, of Federal-Mogul to defer payment of interest on Debt Securities and the
maximum length of any such deferral period; (7) the period or periods within
which, the price or prices at which, the currency or currencies (including
currency unit or units) in which, and the other terms and conditions upon
which, such Debt Securities may be redeemed or otherwise purchased, in whole
or in part, at the option of Federal-Mogul; (8) the obligation, if any, and
the limitations, if any, on Federal-Mogul to redeem or purchase such Debt
Securities pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a Holder thereof or at
Federal-Mogul's option or otherwise, or to apply any purchases of such Debt
Securities to any such redemption, and, if any, the period or periods within
which, the price or prices at which, the application of purchases to
redemptions, and the other terms and conditions upon which such Debt
Securities shall be redeemed or purchased, in whole or in part; (9) the
denominations in which such Debt Securities are authorized to be issued; (10)
the currency or currencies (including currency unit or units) in which
principal of, premium, if any, and interest, if any, on such Debt Securities
will be payable, or in which such Debt Securities will be denominated and
whether Federal-Mogul or the holders of any such Debt Securities may elect to
receive payments in respect of such Debt Securities in a currency or currency
unit other than that in which such Debt Securities are stated to be payable;
(11) if other than the principal amount thereof, the portion of the principal
amount of such Debt Securities which will be payable upon declaration of the
acceleration of the maturity thereof or the method by which such portion shall
be determined; (12) the person to whom any interest on any such Debt Security
shall be payable if other than the person in whose name such Debt Security is
registered on the applicable record date; (13) any addition to, or
modification or deletion of, any Event of Default or any covenant of Federal-
Mogul specified in the Indenture with respect to such Debt Securities; (14)
the
5
application, if any, of such means of defeasance or covenant defeasance as may
be specified for such Debt Securities; (15) whether such Debt Securities are
to be issued in whole or in part in the form of one or more temporary or
permanent global securities and, if so, the identity of the depositary for
such global security or securities; (16) whether the Debt Securities of the
series are convertible into Common Stock or Preferred Stock, and, if so, the
class or series of capital stock of Federal-Mogul into which such Debt
Securities are convertible and the terms and conditions upon which such
conversion will be effected; and (17) any other special terms pertaining to
such Debt Securities. Unless otherwise specified in the applicable Prospectus
Supplement, the Debt Securities will not be listed on any securities exchange.
(Section 3.1.)
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully-registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the special restrictions
and considerations, including special offering restrictions and special United
States Federal income tax considerations, applicable to any such Debt
Securities and to payment on and transfer and exchange of such Debt Securities
will be described in the applicable Prospectus Supplement. Bearer Debt
Securities will be transferable by delivery. (Section 3.5.)
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time
of issuance is below market rates. Certain United States Federal income tax
consequences and special considerations applicable to any such Debt
Securities, or to Debt Securities issued at par that are treated as having
been issued at a discount, will be described in the applicable Prospectus
Supplement.
If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units or if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, or by reference
to commodity prices, equity indices or other factors, the restrictions,
elections, certain United States Federal income tax considerations, specific
terms and other information with respect to such issue of Debt Securities and
such foreign currency or currency units or commodity prices, equity indices or
other factors will be set forth in the applicable Prospectus Supplement. In
general, holders of such series of Debt Securities may receive a principal
amount on any principal payment date, or a payment of premium, if any, on any
premium payment date or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal, premium, if any, or
interest, if any, otherwise payable on such dates, depending on the value on
such dates of the applicable currency, commodity, equity index or other
factor.
GUARANTEES
Each Prospectus Supplement will describe, as to the Debt Securities to which
it relates, any guarantees for the benefit of such Debt Securities, which may
be granted by one or more of the following direct and indirect subsidiaries of
the Company: Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc.,
Federal-Mogul U.K. Holdings Inc., Carter Automotive Company, Federal Mogul
Venture Corporation, Federal-Mogul World Wide, Inc., Federal-Mogul Global
Properties, Inc., Felt Products Mfg. Co., Fel-Pro Management Co. and Fel-Pro
Chemical Products, L.P. The first three named Guarantors are holding companies
whose sole assets are stock of subsidiaries or intercompany debt. The net book
value of each of the other Guarantors is less than $10 million per Guarantor,
except for Fel-Pro Chemical Products, L.P., which had a net book value of
approximately $40 million at March 31, 1998 and is in the process of being
sold. The Guarantees are thus not expected to be of significant value to the
holders of the Debt Securities, and Federal-Mogul does not believe that
separate financial information or other information in respect of the
Guarantors would be material to purchasers of Debt Securities. Each Prospectus
Supplement will specify which of these entities will provide guarantees in
connection with any series of notes. Each such Prospectus Supplement will also
describe any provisions regarding release or addition of guarantors of
obligations under such Debt Securities.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at
the office or agency of Federal-Mogul maintained for that purpose as Federal-
Mogul may designate from time to time, except that, at the option of Federal-
Mogul, interest
6
payments, if any, on Debt Securities in registered form may be made (i) by
check mailed to the address of the person entitled thereto as specified in the
Register or (ii) at Federal-Mogul's expense, by wire transfer to an account
maintained by the person entitled thereto as specified in the Register.
(Sections 3.7(a) and 9.2.) Unless otherwise indicated in the applicable
Prospectus Supplement, payment of any installment of interest on Debt
Securities in registered form will be made to the person in whose name such
Debt Security is registered at the close of business on the regular record
date for such interest. (Section 3.7(a).)
Payment in respect of Debt Securities in bearer form will be made in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the
United States as Federal-Mogul may appoint from time to time. The paying
agents outside the United States initially appointed by Federal-Mogul for a
series of Debt Securities will be named in the Prospectus Supplement. Federal-
Mogul may at any time designate additional paying agents or rescind the
designation of any paying agents, except that, if Debt Securities of a series
are issuable as Registered Securities, Federal-Mogul will be required to
maintain at least one paying agent in each Place of Payment for such series
and, if Debt Securities of a series are issuable as Bearer Securities,
Federal-Mogul will be required to maintain a paying agent in a Place of
Payment outside the United States where Debt Securities of such series and any
coupons appertaining thereto may be presented and surrendered for payment.
(Section 9.2.)
Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the
agency of Federal-Mogul maintained for such purpose as designated by Federal-
Mogul from time to time. (Sections 3.5 and 9.2.) Debt Securities may be
transferred or exchanged without service charge, other than any tax or other
governmental charge imposed in connection therewith. (Section 3.5.)
GLOBAL DEBT SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement, the Debt
Securities of a series may be issued in whole or in part in the form of one or
more fully registered global securities (a "Registered Global Security") that
will be deposited with a depositary (the "Depositary") or with a nominee for
the Depositary identified in the applicable Prospectus Supplement. In such a
case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be
represented by such Registered Global Security or Securities. (Section 3.3.)
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive certificated form, a Registered Global Security may not be
transferred except as a whole by the Depositary for such Registered Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary and except in the circumstances described in the
applicable Prospectus Supplement. (Section 3.5.)
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement. Unless
otherwise specified in the applicable Prospectus Supplement, Federal-Mogul
expects that the following provisions will apply to such depositary
arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to participants or persons that may hold interests through
participants (as such term is defined below). Upon the issuance of any
Registered Global Security, and the deposit of such Registered Global Security
with or on behalf of the Depositary for such Registered Global Security, the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Registered Global Security to the accounts of institutions ("participants")
that have accounts with the Depositary or its nominee. The accounts to be
credited will be designated by the underwriters or agents engaging in the
distribution of such Debt Securities or by Federal-Mogul, if such Debt
Securities are offered and sold directly by Federal-Mogul. Ownership of
beneficial interests by participants in such Registered Global Security will
be shown on, and the transfer of such
7
beneficial interests will be effected only through, records maintained by the
Depositary for such Registered Global Security or by its nominee. Ownership of
beneficial interests in such Registered Global Security by persons that hold
through participants will be shown on, and the transfer of such beneficial
interests within such participants will be effected only through, records
maintained by such participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Registered Global Security.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Unless otherwise specified in the
applicable Prospectus Supplement and except as specified below, owners of
beneficial interests in such Registered Global Security will not be entitled
to have Debt Securities of the series represented by such Registered Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certificated form and
will not be considered the holders thereof for any purposes under the relevant
Indenture. (Section 3.8.) Accordingly, each person owning a beneficial
interest in such Registered Global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any
rights of a holder under the relevant Indenture. The Depositary may grant
proxies and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
which a holder is entitled to give or take under the relevant Indenture.
Federal-Mogul understands that, under existing industry practices, if Federal-
Mogul requests any action of holders or if any owner of a beneficial interest
in such Registered Global Security desires to give any notice or take any
action which a holder is entitled to give or take under the relevant
Indenture, the Depositary would authorize the participants to give such notice
or take such action, and such participants would authorize beneficial owners
owning through such participants to give such notice or take such action or
would otherwise act upon the instructions of beneficial owners owning through
them.
Unless otherwise specified in the applicable Prospectus Supplement, payments
with respect to principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name
of a Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Registered Global
Security. (Section 3.8.)
Federal-Mogul expects that the Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Registered Global Security as shown
on the records of such Depositary. Federal-Mogul also expects that payments by
participants to owners of beneficial interests in such Registered Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with the securities
held for the accounts of customers registered in "street names," and will be
the responsibility of such participants. None of Federal-Mogul, the respective
Trustees or any agent of Federal-Mogul or the respective Trustees shall have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Registered
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. (Section 3.8.)
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depositary for any Debt Securities represented by a Registered Global Security
is at any time unwilling or unable to continue as Depositary or ceases to be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation and a duly registered successor Depositary is not
appointed by Federal-Mogul within 90 days, Federal-Mogul will issue such Debt
Securities in definitive certificated form in exchange for such Registered
Global Security. In addition, Federal-Mogul may at any time in its sole
discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event,
will
8
issue Debt Securities of such series in definitive certificated form in
exchange for all of the Registered Global Security or Securities representing
such Debt Securities. (Section 3.5.)
The Debt Securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities (a "Bearer Global Security")
that will be deposited with a depositary, or with a nominee for such
depositary, identified in the applicable Prospectus Supplement. Any such
Bearer Global Security may be issued in temporary or permanent form. (Section
3.4.) The specific terms and procedures, including the specific terms of the
depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by one or more Bearer Global Securities will be
described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE BY FEDERAL-MOGUL
Unless otherwise specified in the applicable Prospectus Supplement, Federal-
Mogul shall not consolidate with or merge into any other corporation or
transfer or lease all or substantially all of its assets, unless: (i) the
corporation formed by such consolidation or into which Federal-Mogul is merged
or the corporation which acquires its assets is organized in the United
States; (ii) the corporation formed by such consolidation or into which
Federal-Mogul is merged or which acquires Federal-Mogul's assets expressly
assumes all of the obligations of Federal-Mogul under each Indenture; (iii)
immediately after giving effect to such transaction, no Default (as
hereinafter defined) or Event of Default exists; and (iv) if, as a result of
such transaction, properties or assets of Federal-Mogul would become subject
to an encumbrance which would not be permitted by the terms of any series of
Debt Securities, Federal-Mogul or the successor corporation, as the case may
be, shall take such steps as are necessary to secure such Debt Securities
equally and ratably with all indebtedness secured thereunder. Upon any such
consolidation, merger or sale, the successor corporation formed by such
consolidation, or into which Federal-Mogul is merged or to which such sale is
made, shall succeed to, and be substituted for Federal-Mogul under each
Indenture. (Section 7.1.)
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
Each Indenture provides that, if an Event of Default specified therein
occurs with respect to the Debt Securities of any series and is continuing,
the Trustee for such series or the holders of at least 25% in aggregate
principal amount of all of the outstanding Debt Securities of that series, by
written notice to Federal-Mogul (and to the Trustee for such series, if notice
is given by such holders of Debt Securities), may declare the principal of
(or, if the Debt Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the original principal
amount specified in the Prospectus Supplement) and accrued interest, if any,
on all the Debt Securities of that series to be due and payable (provided,
with respect to any Debt Securities issued under the Subordinated Indenture,
that the payment of principal, premium, if any, and interest, if any, on such
Debt Securities shall remain subordinated to the extent provided in Article 12
of the Subordinated Indenture). (Section 5.2.)
Unless otherwise specified in the applicable Prospectus Supplement, Events
of Default with respect to Debt Securities of any series are defined in each
Indenture as being: (a) default for 30 days in payment of any interest on any
Debt Security of that series or any coupon appertaining thereto or any
additional amount payable with respect to Debt Securities of such series as
specified in the applicable Prospectus Supplement when due and payable; (b)
default in payment of principal, or premium, if any, at maturity or on
redemption or otherwise, or in the making of a mandatory sinking fund payment
of any Debt Securities of that series when due; (c) default for 60 days after
notice to Federal-Mogul by the Trustee for such series, or to Federal-Mogul
and the Trustee for such series by the holders of at least 25% in aggregate
principal amount of the Debt Securities of such series then outstanding, in
the performance of any covenant with respect to the Debt Securities of that
series; (d) with respect to the Senior Indenture, default with respect to
other indebtedness of Federal-Mogul for borrowed money in an aggregate
principal amount of at least $25 million, which default shall constitute a
failure to pay any portion of the principal when due and payable after the
expiration of an applicable grace period with respect thereto or shall result
in an acceleration thereof and such acceleration is not rescinded or annulled
or such debt shall not be paid in full within 30 days after the written notice
thereof to Federal-Mogul by the Trustee or to Federal-Mogul
9
and the Trustee by the holders of 25% in aggregate principal amount of the
Debt Securities of such series then outstanding, provided that such Event of
Default will be remedied, cured or waived if such default under such other
agreement is remedied, cured or waived; and (e) certain events of bankruptcy,
insolvency or reorganization of Federal-Mogul. (Section 5.1.) The definition
of "Event of Default" in each Indenture specifically excludes a default under
a secured debt under which the obligee has recourse (exclusive of recourse for
ancillary matters such as environmental indemnities, misapplication of funds,
costs of enforcement, etc.) only to the collateral pledged for repayment, and
where the fair market value of such collateral does not exceed two percent of
Total Assets (as defined in the Indenture) at the time of the default. Events
of Default with respect to a specified series of Debt Securities may be added
to the Indenture and, if so added, will be described in the applicable
Prospectus Supplement. (Sections 3.1 and 5.1(7).)
Each Indenture provides that the Trustee will, if it is known to a
Responsible Officer of the Trustee, within 90 days after the occurrence of a
Default with respect to the Debt Securities of any series, give to the holders
of the Debt Securities of that series notice of all Defaults known to it
unless such Default shall have been cured or waived; provided, that except in
the case of a Default in payment on the Debt Securities of that series, the
Trustee may withhold the notice if and so long as the board of directors, the
executive committee or a committee of its Responsible Officers in good faith
determines that withholding such notice is in the interests of the holders of
the Debt Securities of that series. (Section 6.6.) "Default" means any event
which is, or after notice or passage of time or both, would be, an Event of
Default. (Section 1.1.)
Each Indenture provides that the holders of a majority in aggregate
principal amount of the Debt Securities of each series affected (with each
such series voting as a class) may, subject to certain limited conditions,
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee for such series, or exercising any trust or power
conferred on such Trustee. (Section 5.8.)
Each Indenture includes a covenant that Federal-Mogul will file annually
with the Trustee a certificate as to Federal-Mogul's compliance with all
conditions and covenants of such Indenture. (Section 9.6.)
The holders of a majority in aggregate principal amount of any series of
Debt Securities then outstanding by notice to the Trustee for such series may
waive, on behalf of the holders of all Debt Securities of such series, any
past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal of, premium, if any, or interest, if any, on any Debt Security of
such series, or except in respect of an Event of Default resulting from the
breach of a covenant or provision of either Indenture which, pursuant to the
applicable Indenture, cannot be amended or modified without the consent of the
holders of each outstanding Debt Security of such series affected. (Section
5.7.)
OPTION TO DEFER INTEREST PAYMENTS
If provided in the applicable Prospectus Supplement, Federal-Mogul shall
have the right at any time and from time to time during the term of the series
of Debt Securities to defer the payment of interest for such number of
consecutive interest payment periods as may be specified in the applicable
Prospectus Supplement (each, an "Extension Period"), subject to the terms,
conditions and covenants, if any, specified in such Prospectus Supplement,
provided that such Extension Period may not extend beyond the stated maturity
of the Debt Securities. Certain material United States Federal income tax
consequences and special considerations applicable to any such Debt Securities
will be described in the applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, at the
end of such Extension Period, Federal-Mogul shall pay all interest then
accrued and unpaid together with interest thereon compounded semiannually at
the rate specified for the Debt Securities to the extent permitted by
applicable law ("Compound Interest"); provided, that during any such Extension
Period, (a) Federal-Mogul shall not declare or pay dividends on, make
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of capital stock of Federal-Mogul in connection with
the satisfaction by Federal-Mogul of its obligations under any employee or
agent benefit plans
10
or the satisfaction by Federal-Mogul of its obligations pursuant to any
contract or security outstanding on the date of such event requiring Federal-
Mogul to purchase capital stock of Federal-Mogul, (ii) as a result of a
reclassification of Federal-Mogul's capital stock or the exchange or
conversion of one class or series of Federal-Mogul's capital stock for another
class or series of Federal-Mogul's capital stock, (iii) the purchase of
fractional interests in shares of Federal-Mogul's capital stock pursuant to
the conversion of exchange provisions of such capital stock or the security
being conversed or exchanged, (iv) dividends or distributions in capital stock
of Federal-Mogul (or rights to acquire capital stock) or repurchases or
redemptions of capital stock solely from the issuance or exchange of capital
stock or (v) redemptions or repurchases of any rights outstanding under a
shareholder rights plan), (b) Federal-Mogul shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by Federal-Mogul that rank junior to the Debt
Securities, and (c) Federal-Mogul shall not make any guarantee payments with
respect to the foregoing. Prior to the termination of any such Extension
Period, Federal-Mogul may further defer payments of interest by extending the
interest payment period; provided, however, that, such Extension Period,
including all such previous and further extensions, may not extend beyond the
maturity of the Debt Securities. Upon the termination of any Extension Period
and the payment of all amounts then due, Federal-Mogul may commence a new
Extension Period, subject to the terms set forth in this section. No interest
during an Extension Period, except at the end thereof, shall be due and
payable, but Federal-Mogul may prepay at any time all or any portion of the
interest accrued during an Extension Period. Federal-Mogul has no present
intention of exercising its right to defer payments of interest by extending
the interest payment period on the Debt Securities. Federal-Mogul shall give
the holders of the Debt Securities notice of its selection of such Extension
Period ten Business Days prior to the earlier of (i) the Interest Payment Date
or (ii) the date upon which Federal-Mogul is required to give notice to the
New York Stock Exchange (or other applicable self-regulatory organization) or
to holders of the Debt Securities of the record or payment date of such
related interest payment.
MODIFICATION OF THE INDENTURES
Unless otherwise specified in the applicable Prospectus Supplement, each
Indenture contains provisions permitting Federal-Mogul and the Trustee to
enter into one or more supplemental indentures without the consent of the
holders of any of the Debt Securities in order (i) to evidence the succession
of another corporation to Federal-Mogul and the assumption of the covenants
and obligations of Federal-Mogul by a successor to Federal-Mogul; (ii) to add
to the covenants of Federal-Mogul or to surrender any right or power of
Federal-Mogul; (iii) to add additional Events of Default with respect to any
series of Debt Securities; (iv) to add or change any provisions to such extent
as necessary to facilitate the issuance of Debt Securities in bearer form or
to facilitate the issuance of Debt Securities in global form; (v) to add,
change or eliminate any provision affecting only Debt Securities not yet
issued; (vi) to secure the Debt Securities; (vii) to establish the form or
terms of Debt Securities; (viii) to evidence and provide for successor
Trustees; (ix) if allowed without penalty under applicable laws and
regulations, to permit payment in respect of Debt Securities in bearer form in
the United States; (x) to correct any defect or supplement any inconsistent
provisions or to make any other provisions with respect to matters or
questions arising under such Indenture, provided that such action does not
adversely affect the interests of the holders of Debt Securities of any
series; or (xi) to cure any ambiguity or correct any mistake. The Subordinated
Indenture also permits Federal-Mogul and the Trustee thereunder to enter into
such supplemental indentures to modify the subordination provisions contained
in the Subordinated Debenture except in a manner adverse to any outstanding
Debt Securities. (Section 8.1.)
Unless otherwise specified in the applicable Prospectus Supplement, each
Indenture also contains provisions permitting Federal-Mogul and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the outstanding Debt Securities affected by such supplemental indenture (with
the Debt Securities of each series voting as a class), to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of such Indenture or any supplemental indenture or modifying the
rights of the holders of Debt Securities of such series, except that, without
the consent of the holder of each Debt Security so affected, no such
supplemental indenture may: (i) change the time for payment of principal or
premium, if any, or interest, if any, on any Debt Security; (ii) reduce the
principal of, or the rate of interest, or premium, if any,
11
on any Debt Security, or change the manner in which the amount of any of the
foregoing is determined; (iii) reduce the amount of premium, if any, payable
upon the redemption of any Debt Security; (iv) reduce the amount of principal
payable upon acceleration of the maturity of any Original Issue Discount
Security or Indexed Security; (v) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security; (vi)
reduce the percentage in principal amount of the outstanding Debt Securities
affected thereby, the consent of whose holders is required for modification or
amendment of such Indenture or for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults; (viii) change
the obligation of Federal-Mogul to maintain an office or agency in the places
and for the purposes specified in such Indenture; (ix) modify the provisions
relating to the subordination of outstanding Debt Securities of any series in
a manner adverse to the holders thereof; or (x) modify the provisions relating
to waiver of certain defaults or any of the foregoing provisions. (Section
8.2.)
SUBORDINATION UNDER THE SUBORDINATED INDENTURE
The Subordinated Indenture provides that any Subordinated Debt Securities
issued thereunder are subordinate and junior in right of payment to all Senior
Indebtedness to the extent provided in the Subordinated Indenture. (Section
12.1 of the Subordinated Indenture.) The Subordinated Indenture defines the
term "Senior Indebtedness" as: (i) all indebtedness of Federal-Mogul, whether
outstanding on the date of the Subordinated Indenture or thereafter created,
incurred or assumed, that is for money borrowed, or evidenced by a note or
similar instrument given in connection with the acquisition of any business,
properties or assets, including securities; (ii) any indebtedness of others of
the kinds described in the preceding clause (i) for the payment of which
Federal-Mogul is responsible or liable as guarantor or otherwise; and (iii)
amendments, renewals, extensions and refundings of any such indebtedness. The
Senior Indebtedness shall continue to be Senior Indebtedness and entitled to
the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness. Senior Indebtedness does not include (A)
any indebtedness of Federal-Mogul to any of its subsidiaries, (B) indebtedness
incurred for the purchase of goods or materials or for services obtained in
the ordinary course of business, and (C) any indebtedness which by its terms
is expressly made pari passu with or subordinated to the Subordinated Debt
Securities. (Section 12.2 of the Subordinated Indenture.)
If (i) Federal-Mogul defaults in the payment of any principal, or premium,
if any, or interest, if any, on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or
declaration or otherwise or (ii) an event of default occurs with respect to
any Senior Indebtedness permitting the holders thereof to accelerate the
maturity thereof and written notice of such event of default (requesting that
payments on Subordinated Debt Securities cease) is given to Federal-Mogul by
the holders of Senior Indebtedness, then unless and until such default in
payment or event of default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property or
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the Subordinated Debt Securities or interest thereon or in respect
of any repayment, redemption, retirement, purchase or other acquisition of
Subordinated Debt Securities. (Section 12.4 of the Subordinated Indenture.)
In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to Federal-Mogul, its creditors or its property, (ii) any proceeding for the
liquidation, dissolution or other winding-up of Federal-Mogul, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by Federal-Mogul for the benefit of creditors, or (iv)
any other marshalling of the assets of Federal-Mogul, all Senior Indebtedness
(including, without limitation, interest accruing after the commencement of
any such proceeding, assignment or marshalling of assets) shall first be paid
in full before any payment or distribution, whether in cash, securities or
other property, shall be made by Federal-Mogul on account of Subordinated Debt
Securities. In any such event, any payment or distribution, whether in cash,
securities or other property (other than securities of Federal-Mogul or any
other corporation provided for by a plan of reorganization or readjustment,
the payment of which is subordinate, at least to the extent provided in the
subordination provisions of the Subordinated Indenture with
12
respect to the indebtedness evidenced by Subordinated Debt Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for the subordination provisions) be
payable or deliverable in respect of Subordinated Debt Securities (including
any such payment or distribution which may be payable or deliverable by reason
of the payment of any other indebtedness of Federal-Mogul being subordinated
to the payment of Subordinated Debt Securities) shall be paid or delivered
directly to the holders of Senior Indebtedness, or to their representative or
trustee, in accordance with the priorities then existing among such holders
until all Senior Indebtedness shall have been paid in full. (Section 12.3 of
the Subordinated Indenture.) No present or future holder of any Senior
Indebtedness shall be prejudiced in the right to enforce subordination of the
indebtedness evidenced by Subordinated Debt Securities by any act or failure
to act on the part of Federal-Mogul. (Section 12.9 of the Subordinated
Indenture.)
Senior Indebtedness shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding. After all Senior
Indebtedness has been paid in full and until the Subordinated Debt Securities
are paid in full, the holders of Subordinated Debt Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
distributions applicable to the Senior Indebtedness to the extent that
distributions otherwise payable to the holders of Subordinated Debt Securities
have been applied to the payment of Senior Indebtedness, and such payments or
distributions received by any holder of Subordinated Debt Securities, by
reason of such subrogation, of cash, securities or other property which
otherwise would be paid or distributed to the holders of Senior Indebtedness,
shall, as between Federal-Mogul and its creditors other than the holders of
Senior Indebtedness, on the one hand, and the holders of Subordinated Debt
Securities, on the other, be deemed to be a payment by Federal-Mogul on
account of Senior Indebtedness, and not on account of Subordinated Debt
Securities. (Section 12.7 of the Subordinated Indenture.)
The Subordinated Indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of Subordinated
Debt Securities, may be changed prior to such issuance. Any such change would
be described in the applicable Prospectus Supplement relating to such
Subordinated Debt Securities.
DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable Prospectus Supplement, Federal-Mogul may
elect either (i) to defease and be discharged from any and all obligations
with respect to the Debt Securities of or within any series (except as
otherwise provided in the relevant Indenture) ("defeasance") or (ii) to be
released from its obligations with respect to certain covenants applicable to
the Debt Securities of or within any series ("covenant defeasance"), upon the
deposit with the relevant Trustee (or other qualifying trustee), in trust for
such purpose, of money and/or Government Obligations which through the payment
of principal and interest in accordance with their terms will provide money in
an amount sufficient, without reinvestment, to pay the principal of and any
premium or interest on such Debt Securities to Maturity or redemption, as the
case may be, and any mandatory sinking fund or analogous payments thereon. As
a condition to defeasance or covenant defeasance, Federal-Mogul must deliver
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Debt Securities will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to United States Federal income tax on the same
amounts and in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred. Such Opinion
of Counsel, in the case of defeasance under clause (i) above, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable Federal income tax law occurring after the date of the relevant
Indenture. (Article 4.) If indicated in the applicable Prospectus Supplement,
in addition to obligations of the United States or an agency or
instrumentality thereof, Government Obligations may include obligations of the
government or an agency or instrumentality of the government issuing the
currency or currency unit in which Debt Securities of such series are payable.
(Section 3.1.)
In addition, with respect to the Subordinated Indenture, in order to be
discharged, no event or condition shall exist that, pursuant to certain
provisions described under "--Subordination under the Subordinated
13
Indenture" above, would prevent Federal-Mogul from making payments of
principal of (and premium, if any) and interest, if any, on Subordinated Debt
Securities at the date of the irrevocable deposit referred to above. (Section
4.6(i) of the Subordinated Indenture.)
Federal-Mogul may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance
option. If Federal-Mogul exercises its defeasance option, payment of such Debt
Securities may not be accelerated because of an Event of Default. (Section
4.4.) If Federal-Mogul exercises its covenant defeasance option, payment of
such Debt Securities may not be accelerated by reason of a Default or an Event
of Default with respect to the covenants to which such covenant defeasance is
applicable. However, if such acceleration were to occur by reason of another
Event of Default, the realizable value at the acceleration date of the money
and Government Obligations in the defeasance trust could be less than the
principal and interest then due on such Debt Securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flow rather than
market value, which will vary depending upon interest rates and other factors.
THE TRUSTEES
Unless otherwise specified in the applicable Prospectus Supplement, The Bank
of New York will be the Trustee under the Senior Indenture and under the
Subordinated Indenture. Federal-Mogul may also maintain banking and other
commercial relationships with each of the Trustees and their affiliates in the
ordinary course of business.
DESCRIPTION OF PREFERRED STOCK AND COMMON STOCK
In general, the classes of authorized capital stock are afforded preferences
with respect to dividends and liquidation rights in the order listed above.
The Board of Directors of Federal-Mogul is empowered, without approval of the
shareholders, to cause the Preferred Stock to be issued in one or more series,
with the numbers of shares of each series and the rights, preferences and
limitations of each series to be determined by it including, without
limitation, the dividend rights, conversion rights, redemption rights and
liquidation preferences, if any, of any wholly unissued series of Preferred
Stock (or of the entire class of Preferred Stock if none of such shares have
been issued), the number of shares constituting each such series and the terms
and conditions of the issue thereof. The descriptions set forth below do not
purport to be complete and are qualified in their entirety by reference to the
Restated Articles of Incorporation.
The Prospectus Supplement relating to an offering of Common Stock will
describe terms relevant thereto, including the number of shares offered, the
initial offering price, market price and dividend information.
PREFERRED STOCK
The applicable Prospectus Supplement will describe the following terms of
any Preferred Stock in respect of which this Prospectus is being delivered (to
the extent applicable to such Preferred Stock): (i) the specific designation,
number of shares, seniority and purchase price; (ii) any liquidation
preference per share; (iii) any date of maturity; (iv) any redemption,
repayment or sinking fund provisions; (v) any dividend rate or rates (which
may be fixed or variable) and the dates on which any such dividends will be
payable and the dates from which such dividends shall accrue (or the method by
which such rates or dates will be determined); (vi) any voting rights; (vii)
if other than the currency of the United States of America, the currency or
currencies, including composite currencies, in which such Preferred Stock is
denominated and/or in which payments will or may be payable; (viii) the method
by which amounts in respect of such Preferred Stock may be calculated and any
commodities, currencies or indices, or value, rate or price, relevant to such
calculation; (ix) whether the Preferred Stock is convertible or exchangeable
and, if so, the securities or rights into which such Preferred Stock is
convertible or exchangeable (which may include other Preferred Stock, Debt
Securities, Common Stock or other securities or rights of Federal-Mogul
(including rights to receive payment in cash or securities based on the value,
14
rate or price of one or more specified commodities, currencies or indices) or
a combination of the foregoing), and the terms and conditions upon which such
conversions or exchanges will be effected, including the initial conversion or
exchange prices or rates, the conversion or exchange period and any other
related provisions; (x) the place or places where dividends and other payments
on the Preferred Stock will be payable; and (xi) any additional dividend,
liquidation, redemption and other rights, preferences, privileges, limitations
and restrictions.
All shares of Preferred Stock offered hereby, or issuable upon conversion,
exchange or exercise of Securities, will, when issued, be fully paid and non-
assessable.
COMMON STOCK
The holders of Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. The holders of Common Stock are entitled to one vote per
share on all matters submitted to a vote of shareholders and do not have
cumulative voting rights. Holders of Common Stock are entitled to receive,
upon any liquidation of Federal-Mogul, all remaining assets available for
distribution to shareholders after satisfaction of Federal-Mogul's liabilities
and the preferential rights of any preferred stock that may then be issued and
outstanding. All shares of Common Stock offered hereby, or issuable upon
conversion, exchange or exercise of Securities, will, when issued, be fully
paid and non-assessable. The Common Stock is listed on the NYSE. The holders
of Common Stock have no preemptive, conversion or redemption rights. The
registrar and transfer agent for the Common Stock is The Bank of New York.
CERTAIN PROVISIONS
The Restated Articles of Incorporation and Bylaws of Federal-Mogul and the
Rights Agreement contain provisions, summarized below, that could have the
effect of delaying, deterring or preventing a change of control of Federal-
Mogul. This summary does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Restated Articles of
Incorporation and Bylaws and the Rights Agreement.
Federal-Mogul's Articles of Incorporation
Federal-Mogul's Restated Articles of Incorporation provide that the approval
of a business combination (as hereinafter defined) requires (in addition to
any other vote that may be required) the affirmative vote of at least a
majority of the outstanding shares of preferred stock entitled to vote thereon
and Common Stock, voting as a single class. In addition, (a) where the
Restated Articles of Incorporation require the approval of the holder of the
preferred stock or one or more series thereof considered as a separate class,
such business combination shall also require the affirmative vote of at least
a majority of the outstanding shares of the preferred stock of such series
thereof considered as a separate class that are not owned by an Interested
Shareholder (as hereinafter defined) and (b) where applicable law requires
that a transaction be approved by any class or series of Federal-Mogul's stock
or any combination thereof considered as a single class, such transaction
shall also require the affirmative vote of at least a majority of the shares
of each such class or series or combination considered as a single class that
are not owned by the Interested Shareholder.
The voting requirements set forth in the previous paragraph shall not apply
to any business combination if (a) Federal-Mogul's Board of Directors includes
at least one member who was a duly elected and acting member of the Board of
Directors (each being a "Disinterested Director") prior to the time the
Interested Shareholder involved became an Interested Shareholder and such
business combination has been approved by a majority of the Disinterested
Directors and by a majority of the entire Board of Directors, (b) the
aggregate amount of the cash and the fair market value of consideration other
than cash to be received per share by holders of Common Stock in such business
combination shall be at least equal to the Specified Price (as hereinafter
defined) or (c) such business combination has been unanimously approved by the
Board of Directors and the Board has, in the faithful exercise of its
fiduciary duties to the holders of Common Stock, unanimously and expressly
determined that the aggregate amount of the cash and the fair market value of
the consideration other than cash to be received
15
per share by holders of Common Stock in such business combination, although
less than the Specified Price, is nonetheless fair to all holders of Common
Stock.
As used above:
"business combination" means (a) any merger or consolidation of Federal-
Mogul and any subsidiary with or into any Interested Shareholder or any
corporation which after such merger or consolidation would be an affiliate
of an Interested Shareholder, (b) any sale lease exchange, mortgage,
pledge, transfer or other disposition to any Interested Shareholder or its
affiliate of assets of Federal-Mogul or any subsidiary having a fair market
value of $1 million or more (except in the ordinary course of business and
on an arm's-length basis), (c) the issuance or transfer by Federal-Mogul or
any subsidiary (in one transaction or a series of related transactions) of
any securities of Federal-Mogul or a subsidiary to any Interested
Shareholder or its affiliate for cash, securities or property having a fair
market value of $1 million or more, (d) the adoption of any plan or
proposal for the liquidation or dissolution of Federal-Mogul as a result of
which any Interested Shareholder or its affiliate would receive any assets
of Federal-Mogul other than cash or (e) any reclassification of securities
(including any reverse stock split) or recapitalization of Federal-Mogul or
merger or consolidation of Federal-Mogul with any subsidiary or any similar
transaction (whether or not with an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportion of outstanding
shares of any equity security of Federal-Mogul or a subsidiary directly
owned by an Interested Shareholder or its affiliate.
"Interested Shareholder" means a person who on the record date for
determining the shareholders entitled to vote on a business combination is
(a) the beneficial owner of 10% or more of the outstanding shares of Common
Stock, (b) an affiliate of Federal-Mogul and within two years prior to such
record date beneficially owned 10% or more of the then outstanding shares
of Common Stock or (c) an assignee or other successor to any shares of
capital stock of Federal-Mogul which were within two years prior thereto
beneficially owned by an Interested Shareholder and such assignment or
succession shall have occurred in one or more transactions not involving a
public offering.
"Specified Price" means the highest of (a) the highest per share price
paid or agreed to be paid by such Interested Shareholder to acquire
beneficial ownership of any shares of Common Stock within the two-year
period prior to the consummation of the business combination; (b) the per
share book value of the Common Stock at the end of the fiscal month
immediately preceding the consummation of such business combination; and
(c) if the Common Stock of the Interested Shareholder is publicly traded,
the price per share equal to the earnings per share of Common Stock for the
four full consecutive fiscal quarters immediately preceding the record date
for solicitation of votes on such business combination (or, if votes are
not solicited on such business combination, immediately preceding the
consummation of such business combination) multiplied by the ratio (if any)
of the highest published sale price of the Interested Shareholder's common
stock during its four fiscal quarters immediately preceding such date, to
the earnings per share of common stock of the Interested Shareholder for
such four fiscal quarters.
Federal-Mogul's Bylaws
Federal-Mogul's Bylaws contain provisions that govern nominations of
directors by shareholders and presentation of business by shareholders for
consideration at the annual meeting of shareholders. Generally, a shareholder
must give notice of such nomination or business within 60 to 90 days prior to
such meeting, giving specified information as to the shareholder and as to the
person nominated and the business proposed to be brought before the meeting.
Preferred Share Purchase Rights
In 1988, Federal-Mogul's Board of Directors authorized the distribution of
one Preferred Share Purchase Right (a "Right") for each outstanding share of
Common Stock. Each Right entitles the holder thereof to buy
16
one-half of one one-hundredth of a share of Series B Junior Participating
Preferred Stock at a price of $70.00. The Rights are governed by the Rights
Agreement.
As distributed, the Rights trade together with the Common Stock. They may be
exercised or traded separately only after the earlier to occur of: (i) 10 days
following a public announcement that a person or group of persons has obtained
the right to acquire 10% or more of the outstanding Common Stock (20% in the
case of certain institutional investors), or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors) following
the commencement or announcement of an intent to make a tender offer or
exchange offer which would result in beneficial ownership by a person or group
of persons of 10% or more of the outstanding Common Stock. If the acquiring
person or group of persons acquires 10% or more of the Common Stock, each
Right (other than those held by the acquirer) will entitle its holder to
purchase, at the Right's exercise price, shares of Common Stock having a
market value of twice the Right's exercise price. Additionally, if Federal-
Mogul is acquired in a merger or other business combination, each Right (other
than those held by the surviving or acquiring company) will entitle its holder
to purchase, at the Right's exercise price, shares of the acquiring company's
stock (or Common Stock of Federal-Mogul if it is the surviving corporation)
having a market value of twice the Right's exercise price.
Rights may be redeemed at the option of the Board of Directors for $0.005
per Right at any time before a person or group or persons acquires 10% or more
of Federal-Mogul's Common Stock. The Board may amend the Rights at any time
without shareholder approval. The Rights will expire by their terms on
November 14, 1998.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Federal-
Mogul in a manner that causes the Rights to become exercisable. Federal-Mogul
believes, however, that the Rights would neither affect any prospective
offeror willing to negotiate with the Board of Directors of Federal-Mogul nor
interfere with any merger or other business combination approved by the Board
of Directors.
17
SELLING SHAREHOLDERS
The following table sets forth certain information concerning the beneficial
ownership of Common Stock held by the Selling Shareholders, as of May 12,
1998. As of such date, none of the Selling Shareholders holds greater than 1%
of the shares of the Company's outstanding Common Stock.
NUMBER OF
SHARES BENEFICIALLY
OWNED AS OF
NAME MAY 12, 1998(1)
---- -------------------
Robert J. Morris Revocable Trust UAD 2/16/83................ 69,075
Ellen J. Morris............................................. 97,353
Bruce E. Morris............................................. 113,287
Richard A. Morris Business Trust............................ 85,927
Morris 1992 Gift Trust for Ellen UAD 12/10/92............... 16,116
Morris 1992 Gift Trust for Bruce UAD 12/10/92............... 16,116
Morris 1992 Gift Trust for Richard UAD 12/10/92............. 16,116
Robert J. Morris Trust UAD 7/26/65.......................... 90,986
Morris Meridian Trust for Ellen UAD 3/1/96.................. 41,442
Morris Meridian Trust for Richard UAD 3/1/96................ 41,442
Elliot Lehman Trust 5/87.................................... 57,930
Frances M. Lehman Trust 5/87................................ 99,372
E. Lehman 15 Year Income Trust.............................. 3,178
F. Lehman 15 Year Income Trust.............................. 4,104
Kenneth A. Lehman 1996 E. Family Trust 6/96................. 3,213
Kenneth A. Lehman 1996 F. Family Trust 6/96................. 3,213
Paul Lehman 1996 E. Family Trust 6/96....................... 3,213
Paul Lehman 1996 F. Family Trust 6/96....................... 3,213
Kay L. Schlozman 1996 E. Family Trust 6/96.................. 3,213
Kay L. Schlozman 1996 F. Family Trust 6/96.................. 3,213
Kenneth A. Lehman........................................... 106,407
Lucy G. Lehman.............................................. 11,405
Paul A. Lehman.............................................. 98,514
Kenneth A. Lehman 1992 E Family Trust 12/92................. 121,016
Paul A. Lehman 1992 E Family Trust 12/92.................... 121,016
Kay Lehman 1992 E Family Trust 12/92........................ 121,016
Ronna Stamm................................................. 5,973
Kay Schlozman Children's Trust 12/82........................ 7,690
Schlozman Family Gift Trust 9/85............................ 14,456
Kay L. Schlozman 1997 Children's Trust 11/97................ 3,845
Daniel A. Schlozman Trust #1 12/81.......................... 61,265
Daniel A. Schlozman Trust #2 12/81.......................... 61,264
Schlozman 1994 Gift Trust for Julia......................... 5,922
Sylvia M. Radov............................................. 134,413
Lewis C. Weinberg Irrevocable Trust 8/76.................... 54,994
DAW Family Trust 9/85....................................... 45,382
Daniel C. Weinberg Revocable Trust 7/97..................... 72,382
Carol Jung.................................................. 35,685
Kessler 1996 Gift for David................................. 1,323
Kessler 1996 Gift Trust for Daniel.......................... 1,438
DCW Family Trust 9/85....................................... 123,028
Lewis Weinberg Grandchildrens Gift Trust 12/82 Keith........ 11,788
Keith A. Kessler............................................ 23,921
Lewis Weinberg Grandchildrens Gift Trust 12/82 Arthur....... 11,788
18
NUMBER OF
SHARES BENEFICIALLY
OWNED AS OF
NAME MAY 12, 1998(1)
---- -------------------
Arthur J. Kessler........................................... 33,025
Lewis Weinberg Grandchildrens Gift Trust 12/82 Eric......... 11,788
Eric J. Kessler Irrevocable Trust 12/77..................... 33,025
Lewis Weinberg Grandchildrens Gift Trust 12/82 Mindy........ 29,872
SMR-DAW Childrens Gift Trust for Mindy 12/82................ 6,319
Lewis Weinberg Grandchildrens Gift Trust 12/82 Brian........ 29,872
SMR-DAW Childrens Gift Trust for Brian 12/82................ 6,319
Sylvia MGP Trust for Daniel 06/96........................... 97,893
Weinberg 1992 Gift Trust for Daniel......................... 41,954
Sylvia 1992 Gift Trust for Barbara.......................... 102,185
Sylvia 1992 Gift Trust for David............................ 102,185
Sylvia 1992 Gift Trust for Daniel........................... 102,185
LCW-DCW Family Gift Trust 9/85.............................. 25,894
SMR-DCW Family Gift Trust 9/85.............................. 26,463
Lewis Weinberg Grandchildrens Gift Trust--Zachary........... 20,438
Zachary D. Weinberg Irrevocable Trust 12/81................. 3,144
Abigail Weinberg Trust 2/90................................. 21,825
Abigail Weinberg Annual Gift Trust 12/91.................... 1,757
Sylvia MGP Trust for David 6/96............................. 97,893
Sylvia MGP Trust for Barbara 6/96........................... 97,893
H&M Realty Corporation...................................... 216,584
McCormick Investments, Inc.................................. 81
McCormick Investments, LP................................... 7,926
- --------
(1) Assumes conversion of Series E Stock.
The Selling Shareholders may from time to time offer and sell pursuant to
this Prospectus and a Prospectus Supplement providing therefor, shares of
Common Stock held by such Selling Shareholders.
The shares of Common Stock that may be offered and sold by the Selling
Shareholders will be acquired by such Selling Shareholders through conversion
of Series E Stock received as part of the consideration received by them in
the Federal-Mogul acquisition of Fel-Pro. Pursuant to the Registration Rights
Agreement among Federal-Mogul and the Selling Shareholders. Federal-Mogul
shall bear all expenses incident to Federal-Mogul's performance of or
compliance with the Registration Rights Agreement, except that the Selling
Shareholders will pay all underwriting discounts and commissions relating to
their shares of Common Stock, brokerage fees, transfer taxes, and the fees and
expenses of any counsel, accountants or other representatives retained by the
Selling Shareholders, if any. The Selling Shareholders will be indemnified by
Federal-Mogul against certain liabilities, including certain liabilities under
the Securities Act, or will be entitled to contribution in connection
therewith.
19
PLAN OF DISTRIBUTION
Federal-Mogul may sell any of the Securities being offered hereby in any one
or more of the following ways from time to time: (i) through agents; (ii) to
or through underwriters; (iii) through dealers; or (iv) directly to
purchasers.
The Prospectus Supplement with respect to the Securities will set forth the
terms of the offering of the Securities, including the name or names of any
underwriters, dealers or agents; the purchase price of the Securities and the
proceeds to Federal-Mogul from such sale; any underwriting discounts and
commissions or agency fees and other items constituting underwriters' or
agents' compensation; any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers and any securities
exchange on which such Securities may be listed. Any initial public offering
price, discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Offers to purchase Securities may be solicited by agents designated by
Federal-Mogul from time to time. Any such agent involved in the offer or sale
of the Securities in respect of which this Prospectus is delivered will be
named, and any commissions payable by Federal-Mogul to such agent will be set
forth, in the applicable Prospectus Supplement. Unless otherwise indicated in
such Prospectus Supplement, any such agent will be acting on a reasonable best
efforts basis for the period of its appointment. Any such agent may be deemed
to be an underwriter, as that term is defined in the Securities Act of 1933,
of the Securities so offered and sold.
If Securities are sold by means of an underwritten offering, Federal-Mogul
will execute an underwriting agreement with an underwriter or underwriters at
the time an agreement for such sale is reached, and the names of the specific
managing underwriter or underwriters, as well as any other underwriters, and
the terms of the transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, if any, will be set forth in the
Prospectus Supplement which will be used by the underwriters to make resales
of the Securities in respect of which this Prospectus is delivered to the
public. If underwriters are utilized in the sale of the Securities in respect
of which this Prospectus is delivered, the Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at fixed public
offering prices or at varying prices determined by the underwriter at the time
of sale. Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by the managing
underwriters. If any underwriter or underwriters are utilized in the sale of
the Securities, unless otherwise indicated in the Prospectus Supplement, the
underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters with
respect to a sale of Securities will be obligated to purchase all such
Securities of a series if any are purchased.
If a dealer is utilized in the sales of the Securities in respect of which
this Prospectus is delivered, Federal-Mogul will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale. Any
such dealer may be deemed to be an underwriter, as such term is defined in the
Securities Act, of the Securities so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
Offers to purchase Securities may be solicited directly by Federal-Mogul and
the sale thereof may be made by Federal-Mogul directly to institutional
investors or others, who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any resale thereof. The terms of any
such sales will be described in the Prospectus Supplement relating thereto.
Agents, underwriters and dealers may be entitled under relevant agreements
to indemnification or contribution by Federal-Mogul against certain
liabilities, including liabilities under the Securities Act.
20
Agents, underwriters and dealers may be customers of, engage in transactions
with, or perform services for, Federal-Mogul and its subsidiaries in the
ordinary course of business.
Securities may also be offered and sold, if so indicated in the applicable
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, or
otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for Federal-Mogul. Any remarketing firm
will be identified and the terms of its agreement, if any, with its
compensation will be described in the applicable Prospectus Supplement.
Remarketing firms may be deemed to be underwriters, as such term is defined in
the Securities Act, in connection with the Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with Federal-Mogul to indemnification or contribution by Federal-Mogul against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for
Federal-Mogul and its subsidiaries in the ordinary course of business.
If so indicated in the applicable Prospectus Supplement, Federal-Mogul may
authorize agents, underwriters or dealers to solicit offers by certain types
of institutions to purchase Securities from Federal-Mogul at the public
offering prices set forth in the applicable Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
a specified date or dates in the future. A commission indicated in the
applicable Prospectus Supplement will be paid to underwriters, dealers and
agents soliciting purchases of Securities pursuant to Contracts accepted by
Federal-Mogul.
The Selling Shareholders have informed the Company that, unless otherwise
specified in a Prospectus Supplement, they intend to dispose of their shares
of Common Stock offered hereby (the "Shares") through underwriters and that
they will execute an underwriting agreement with an underwriter or
underwriters at the time an agreement for such sale is reached. The names of
the specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and dealers, if any,
will be set forth in the Prospectus Supplement which will be used by the
underwriters to make resales of the Shares in respect of which this Prospectus
is delivered to the public. The Shares will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriter at the time of sale.
Shares may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by the managing underwriters.
Unless otherwise indicated in the Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters with respect to a sale
of Shares will be obligated to purchase all such Shares if any are purchased.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Federal-Mogul has filed with the Commission, pursuant to Section 13 of the
Exchange Act:
1. Federal-Mogul's Annual Report on Form 10-K for the year ended December
31, 1997;
2. Federal-Mogul's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
3. Federal-Mogul's Current Reports on Form 8-K filed on January 13, 1998,
March 11, 1998, March 23, 1998, April 7, 1998, April 17, 1998, May 14, 1998
and June 11, 1998; and
4. Federal-Mogul's Proxy Statement for the 1998 Annual Shareholders'
Meeting, filed on April 21, 1998.
All documents filed by Federal-Mogul with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus and made a part
hereof from the date of filing of such documents, except that the information
required by Item 402 (i), (k) and (l) of Regulation S-K under the Securities
Act and included in any such document is not incorporated herein. Any
statement contained
21
in this Prospectus or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or therein
or in a subsequently filed document, that also is or is deemed to be
incorporated by reference herein or therein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
DIRECTED TO: EDWARD W. GRAY, JR., ESQ., SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY, FEDERAL-MOGUL CORPORATION, 26555 NORTHWESTERN HIGHWAY,
SOUTHFIELD, MICHIGAN 48034 (TELEPHONE: (248) 354-7700).
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of Securities being offered hereby will be passed upon for Federal-
Mogul by David M. Sherbin, Esq., Associate General Counsel of Federal-Mogul.
Mr. Sherbin owns and holds options to purchase approximately 1,550 shares of
Common Stock of Federal-Mogul.
EXPERTS
The consolidated financial statements and schedule of Federal-Mogul as of
December 31, 1997 and for each of the three years in the period ended December
31, 1997 incorporated by reference herein have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule audited by Ernst & Young LLP are incorporated herein
by reference in reliance on such reports given upon the authority of such firm
as experts in accounting and auditing.
The consolidated financial statements of T&N as of December 31, 1997 and for
each of the three years in the period ended December 31, 1997 incorporated by
reference herein have been audited by KPMG Audit Plc, independent auditors, as
set forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements audited by KPMG Audit Plc
are incorporated herein by reference in reliance on their report given on
their authority as experts in accounting and auditing.
The financial statements of Fel-Pro as of December 28, 1997 and December 29,
1996 for each of the three years in the period ended December 28, 1997
incorporated by reference herein have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein
and incorporated by reference herein. Such financial statements audited by
Ernst & Young LLP are incorporated herein by reference in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.
22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than underwriting
discounts and commissions, expected to be incurred by the Registrant are as
follows:
Filing fee of Securities and Exchange Commission relating to
registration statement...................................... $ 737,500
Fees and expenses of counsel for the Registrant.............. 450,000
Fee of accountants........................................... 100,000
Printing expenses............................................ 700,000
Miscellaneous................................................ 12,500
----------
Total.................................................... $2,000,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY.
Sections 561 through 571 of the Michigan Business Corporation Act (the
"Act"), and Article XI of Federal-Mogul's Bylaws relate to the indemnification
of Federal-Mogul's directors and officers, among others, in a variety of
circumstances against Liabilities arising in connection with the performance
of their duties.
The Act permits indemnification of directors and officers acting in good
faith and in a manner they reasonably believe to be in or not opposed to the
best interests of Federal-Mogul or its shareholders (and, with respect to a
criminal proceeding, if they have no reasonable cause to believe their conduct
to be unlawful) against (i) expenses (including attorney's fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or completed action,
suit, or proceeding (other than an action by or in the right of Federal-Mogul)
arising by reason of the fact that such person is or was a director or officer
of Federal-Mogul (or with some other entity at Federal-Mogul's request) and
(ii) expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending or
completed action or suit by or in the right of Federal-Mogul, unless the
director or officer is found liable to Federal-Mogul and an appropriate court
does not determine that he or she is nevertheless fairly and reasonably
entitled to indemnification.
The Act requires indemnification for expenses to the extent that a director
or officer is successful on the merits in defending against any such action,
suit or proceeding, and otherwise requires in general that the indemnification
provided for in (i) and (ii) above be made only on a determination by (a) a
majority vote of a quorum of the Board of Directors who were not parties or
threatened to be made parties to the action, suit or proceeding, (b) if a
quorum cannot be obtained, by a majority vote of a committee duly designated
by the Board and consisting solely of two or more directors not at the time
parties or threatened to be made parties to the action, suit or proceeding,
(c) by independent legal counsel, (d) by all independent directors who are not
parties or threatened to be made parties to the action, suit or proceeding, or
(e) by the shareholders (but shares held by directors or officers who are
parties or are threatened to be made parties may not be voted). In certain
circumstances, the Act further permits advances to cover such expenses before
a final determination that indemnification is permissible, upon receipt of a
written affirmation by the director or officer of their good-faith belief that
they have met the applicable standard of conduct set forth in Sections 561 and
562 of the Act, receipt of a written undertaking by or on behalf of the
director or officer to repay such amounts unless it shall ultimately be
determined that they are entitled to indemnification and a determination that
the facts then known to those making the advance would not preclude
indemnification.
Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under Federal-Mogul's
Articles of Incorporation, Bylaws, or a contractual agreement. The Act permits
II-1
Federal-Mogul to purchase insurance on behalf of its directors and officers
against liabilities arising out of their positions with Federal-Mogul whether
or not such liabilities would be within the foregoing indemnification
provisions.
BYLAWS
Under Federal-Mogul's Bylaws, Federal-Mogul is required to indemnify any
person who was or is a party or is threatened to be made a party to or called
as a witness in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (whether
formal or informal) and any appeal thereof (other than an action by or in the
right of Federal-Mogul, a "derivative action") by reason of the fact that such
person is, was or agreed to become a director or officer of Federal-Mogul,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person was successful
in defending such action, suit or proceeding, or otherwise if such person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of Federal-Mogul or its shareholders, and,
with respect to any criminal action or proceeding, if the person had no
reasonable cause to believe his or her conduct was unlawful. A similar
standard of care is applicable in the case of derivative actions, except the
indemnification extends only to expenses (including actual and reasonable
attorneys' fees) and amounts paid in settlement incurred by the person in
connection with such action and, where the person is found to be liable to
Federal-Mogul, only if and to the extent that the court in which such action
was brought determines that such person is fairly and reasonably entitled to
such indemnification for the expenses which the court considers proper.
Federal-Mogul's Bylaws provide that Federal-Mogul shall pay for the expenses
incurred by an indemnified director or officer in defending the proceedings
specified above, in advance of their final disposition, provided that if
required by the Act, the person furnishes Federal-Mogul with an undertaking to
reimburse Federal-Mogul if it is ultimately determined that such person is not
entitled to indemnification. Federal-Mogul shall provide indemnification to
any person who is or was serving at the request of Federal-Mogul as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, whether for profit or
not, to the same degree as the foregoing indemnification of directors and
officers. In addition, Federal-Mogul may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
Federal-Mogul (or is serving or was serving at the request of Federal-Mogul in
a position and at an entity listed in the preceding sentence) against any
liability asserted against and incurred by such person in such capacity, or
arising out of the person's status as such whether or not Federal-Mogul would
have the power to indemnify the person against such liability under the
provisions of Federal-Mogul's Bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE GUARANTORS
Federal-Mogul's Bylaw provisions described above provide for indemnification
for persons serving at the request of Federal-Mogul as director or officer of,
or in certain other capacities in respect of, Guarantors. In addition, the
following indemnification provisions are applicable.
Michigan
Federal-Mogul World Wide, Inc. and Federal-Mogul Global Properties, Inc. are
organized under the laws of the State of Michigan. The indemnification
provisions of the Michigan Business Corporation Act described in
"Indemnification of directors and officers of the Company" above also relate
to the directors and officers of Federal-Mogul World Wide, Inc. and Federal-
Mogul Global Properties, Inc.
Delaware
Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc., Federal-Mogul
U.K. Holdings Inc., Carter Automotive Company, Felt Products Mfg. Co., Fel-Pro
Chemical Products, L.P. and Fel-Pro Management Co. are organized under the
laws of the State of Delaware. Section 145 of Title 8 of the Delaware Code
gives a
II-2
corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The same Section also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other Court
shall deem proper. Also the Section states that, to the extent that a present
or former director or officer of a corporation has been successful on the
merits or otherwise in defense or any such action, suit or proceeding, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith. Article Tenth of Fel-Pro Management Co.'s Certificate
of Incorporation provides for the same indemnification as described above.
Under Section 1 of Article IX of Felt Products Mfg. Co.'s Bylaws, Felt
Products Mfg. Co. is required to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time, to
indemnify all officers and directors of the corporation. The indemnification
authorized by the Bylaws will not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under or through any
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in the official capacity of those seeking indemnification and as
to action in another capacity while holding such office, and will continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such persons.
Nevada
Federal Mogul Venture Corporation is organized under the laws of the State
of Nevada. Pursuant to the Nevada General Corporation Laws a director or
officer of Federal Mogul Venture Corporation shall not be personally liable to
Federal Mogul Venture Corporation or its stockholders for damages for any
breach of fiduciary duty as a director or officer, except for liability for
(i) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distributions in violation of Nevada
Revised Statutes 78.300. In addition and under certain circumstances, Nevada
Revised Statutes 78.751 and Federal Mogul Venture Corporation's Bylaws,
provide for the indemnification of Federal Mogul Venture Corporation's
officers, directors, employees, and agents against liabilities which they may
incur in such capacities.
In addition, under Article XI of Federal Mogul Venture Corporation's Bylaws,
Federal Mogul Venture Corporation is required to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether formal or informal) and any appeal
thereof (other than an action by or in the right of Federal Mogul Venture
Corporation, a "derivative action") by reason of the fact that such person is
or was a
II-3
director or officer of Federal Mogul Venture Corporation, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person was successful in defending
such action, suit or proceeding, or otherwise if such person acted in good
faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of Federal Mogul Venture Corporation or its
shareholders, and, with respect to any criminal action or proceeding, if the
person had no reasonable cause to believe his or her conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions,
except the indemnification extends only to expenses (including actual and
reasonable attorneys' fees) and amounts paid in settlement incurred by the
person in connection with such action and, where the person is found to be
liable to Federal Mogul Venture Corporation, only if and to the extent that
the court in which such action was brought determines that such person is
fairly and reasonably entitled to such indemnification for the expenses which
the court considers proper.
Federal Mogul Venture Corporation's Bylaws provide that Federal Mogul
Venture Corporation shall pay for the expenses incurred by an indemnified
director or officer in defending the proceedings specified above, in advance
of their final disposition, provided that the person furnishes Federal Mogul
Venture Corporation with an undertaking to reimburse Federal Mogul Venture
Corporation if it is ultimately determined that such person is not entitled to
indemnification. Federal Mogul Venture Corporation shall provide
indemnification to any person who is or was serving at the request of Federal
Mogul Venture Corporation as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, to the same degree as the foregoing
indemnification of directors and officers. In addition, Federal Mogul Venture
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of Federal Mogul Venture
Corporation (or is serving or was serving at the request of Federal Mogul
Venture Corporation in a position and at an entity listed in the preceding
sentence) against any liability asserted against and incurred by such person
in such capacity, or arising out of the person's status as such whether or not
Federal Mogul Venture Corporation would have the power to indemnify the person
against such liability under the provisions of Federal Mogul Venture
Corporation's Bylaws or the laws of the State of Nevada.
ITEM 16. EXHIBITS
*1.1 Form of Shelf Underwriting Agreement relating to Debt and Equity
Securities
*1.2 Form of U.S. Purchase Agreement
*1.3 Form of International Purchase Agreement
*3.1 Federal-Mogul's Second Restated Articles of Incorporation, as
amended (Incorporated by reference to Exhibit 3.1 to Federal-
Mogul's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1992)
*3.2 Amendment to Federal-Mogul's Second Restated Articles of
Incorporation, as amended
*3.3 Federal-Mogul's Bylaws, as amended (filed as Exhibit 3.2 to
Federal-Mogul's Form 10-K for the year ended December 31, 1997)
**3.4 Federal-Mogul Dutch Holdings Inc.'s Certificate of
Incorporation, as amended
**3.5 Federal-Mogul Dutch Holdings Inc.'s Bylaws
**3.6 Federal-Mogul Global Inc.'s Articles of Incorporation
**3.7 Federal-Mogul Global Inc.'s Bylaws
**3.8 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation,
as amended
**3.9 Federal-Mogul U.K. Holdings Inc.'s Bylaws
II-4
**3.10 Carter Automotive Company, Inc.'s Certificate of Incorporation
**3.11 Carter Automotive Company, Inc.'s Bylaws
**3.12 Federal Mogul Venture Corporation's Articles of Incorporation,
as amended
**3.13 Federal Mogul Venture Corporation's Bylaws
**3.14 Federal-Mogul World Wide, Inc.'s Articles of Incorporation
**3.15 Federal-Mogul World Wide, Inc.'s Bylaws
**3.16 Federal-Mogul Global Properties, Inc.'s Articles of
Incorporation
**3.17 Federal-Mogul Global Properties, Inc.'s Bylaws
**3.18 Felt Products Mfg. Co.'s Restated Certificate of Incorporation,
as amended
**3.19 Felt Products Mfg. Co.'s Bylaws
**3.20 Fel-Pro Management Co.'s Certificate of Incorporation, as
amended
**3.21 Fel-Pro Management Co.'s Bylaws
**3.22 Fel-Pro Chemical Products L.P.'s Certificate of Limited
Partnership
**3.23 Fel-Pro Chemical Products L.P.'s Limited Partnership Agreement
*4.1 Form of Senior Indenture
*4.2 Form of Subordinated Indenture
4.3 Form of Debt Security. The form or forms of such Debt Securities
with respect to each particular offering will be filed as an
exhibit subsequently included or incorporated by reference
herein.
4.4 Form of Preferred Stock. Any amendment to the Company's Articles
of Incorporation authorizing the creation of any series of
Preferred Stock and setting forth the rights, preferences and
designations thereof will be filed as an exhibit subsequently
included or incorporated by reference herein.
4.5 Form of Guarantee. The form or forms of such Guarantees with
respect to each particular offering will be filed as an exhibit
subsequently included or incorporated by reference herein.
*5 Opinion of David M. Sherbin, Esq.
**5.1 Opinion of David E. Sherbin, Esq. regarding the validity of the
Guarantees
*12.1 Computation of Ratio of Earnings to Fixed Charges
*12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
**23.1 Consent of Ernst & Young LLP
**23.2 Consent of KPMG Audit Plc
*23.3 Consent of David M. Sherbin, Esq. (included in his opinion filed
as Exhibit 5)
*23.4 Consent of Paul S. Lewis
*23.5 Consent of Sir Geoffrey Whalen
*24.1 Power of Attorney for Federal-Mogul (included on the signature
page of the original filing)
**24.2 Powers of Attorney of Guarantors (included on their respective
signature pages herein)
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of The Bank of New York, as Trustee
under the Indentures
- --------
*Previously filed as an exhibit to Registration Statement Number 333-50413.
**Filed herewith.
II-5
ITEM 17. UNDERTAKINGS
The Undersigned registrants hereby undertake:
A. to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any fact or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in the paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
B. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
D. that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
E. insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
F. that, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
II-6
G. that, for purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
H. to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of such Act.
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON THE 12TH DAY OF
JUNE, 1998.
Federal-Mogul Corporation
/s/ David M. Sherbin
By: _________________________________
David M. Sherbin
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of June, 1998.
SIGNATURE TITLE
--------- -----
* Chairman of the Board, President, Chief
___________________________________________ Executive Officer and Director (Principal
Richard A. Snell Executive Officer)
* Executive Vice President and Chief
___________________________________________ Financial Officer (Principal Financial
Thomas W. Ryan Officer)
* Vice President and Controller (Principal
___________________________________________ Accounting Officer)
Kenneth P. Slaby
* Director
___________________________________________
John J. Fannon
* Director
___________________________________________
Roderick M. Hills
* Director
___________________________________________
Antonio Madero
* Director
___________________________________________
Robert S. Miller, Jr.
* Director
___________________________________________
John C. Pope
* Director
___________________________________________
Dr. Hugo Michael Sekyra
/s/ David M. Sherbin
*By: ________________________________
David M. Sherbin,
Attorney-in-fact
II-8
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul Dutch Holdings Inc.
/s/ Alan C. Johnson
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
II-9
POWER OF ATTORNEY
FEDERAL-MOGUL DUTCH HOLDINGS INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Alan C. Johnson Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
II-10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul Global Inc.
/s/ Alan C. Johnson
Name: Alan C. Johnson
By:
__________________________________
Title: President and Chief
Executive Officer
II-11
POWER OF ATTORNEY
FEDERAL-MOGUL GLOBAL INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Alan C. Johnson Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
II-12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul U.K. Holdings Inc.
/s/ Alan C. Johnson
By: _________________________________
Name:Alan C. Johnson
Title:President and Chief
Executive Officer
II-13
POWER OF ATTORNEY
FEDERAL-MOGUL U.K. HOLDINGS INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Alan C. Johnson Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
II-14
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Carter Automotive Company
/s/ Alan C. Johnson
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
II-15
POWER OF ATTORNEY
CARTER AUTOMOTIVE COMPANY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Alan C. Johnson Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
II-16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul Venture Corporation
/s/ Alan C. Johnson
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
II-17
POWER OF ATTORNEY
FEDERAL-MOGUL VENTURE CORPORATION
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Alan C. Johnson Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Timothy W. Hefferon Director June 12, 1998
- -------------------------------------
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
II-18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul World Wide, Inc.
/s/ Richard A. Snell
By:__________________________________
Name: Richard A. Snell
Title: President and Chief
Executive Officer
II-19
POWER OF ATTORNEY
FEDERAL-MOGUL WORLD WIDE, INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
/s/ Richard A. Snell Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
II-20
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Federal-Mogul Global Properties,
Inc.
/s/ Thomas W. Ryan
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
II-21
POWER OF ATTORNEY
FEDERAL-MOGUL GLOBAL PROPERTIES, INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ James B. Carano Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ David A. Bozynski Director June 12, 1998
- -------------------------------------
/s/ Alan C. Johnson Director June 12, 1998
- -------------------------------------
/s/ James B. Carano Director June 12, 1998
- -------------------------------------
II-22
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Felt Products Mfg. Co.
/s/ Thomas W. Ryan
By: _________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
II-23
POWER OF ATTORNEY
FELT PRODUCTS MFG. CO.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Richard A. Snell Chief Executive June 12, 1998
- ------------------------------------- Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------- Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------- (Principal
Accounting Officer)
/s/ Thomas W. Ryan Director June 12, 1998
- -------------------------------------
/s/ Wilhelm A. Schmelzer Director June 12, 1998
- -------------------------------------
/s/ Richard A. Snell Director June 12, 1998
- -------------------------------------
II-24
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Fel-Pro Management Co.
/s/ Thomas W. Ryan
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
II-25
POWER OF ATTORNEY
FEL-PRO MANAGEMENT CO.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Richard A. Snell Chief Executive Officer June 12,
- ------------------------------------- (Principal Executive 1998
Officer)
/s/ Thomas W. Ryan Chief Financial Officer June 12,
- ------------------------------------- (Principal Financial 1998
Officer)
/s/ David A. Bozynski Controller (Principal June 12,
- ------------------------------------- Accounting Officer) 1998
/s/ Thomas W. Ryan Director June 12,
- ------------------------------------- 1998
/s/ Wilhelm A. Schmelzer Director June 12,
- ------------------------------------- 1998
/s/ Richard A. Snell Director June 12,
- ------------------------------------- 1998
II-26
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998.
Fel-Pro Chemical Products, L.P.
By Fel-Pro Management Co., as General
Partner
/s/ Richard A. Snell
By: ______________________________________
Name: Richard A. Snell
Title: President and Chief Executive
Officer
II-27
POWER OF ATTORNEY
FEDERAL-MOGUL WORLD WIDE, INC.
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD
W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Richard A. Snell Chief Executive June 12, 1998
- ------------------------------------ Officer (Principal
Executive Officer)
/s/ Thomas W. Ryan Chief Financial June 12, 1998
- ------------------------------------ Officer (Principal
Financial Officer)
/s/ David A. Bozynski Controller June 12, 1998
- ------------------------------------ (Principal
Accounting
Officer)
/s/ Alan C. Johnson Director June 12, 1998
- ------------------------------------
/s/ Thomas W. Ryan Director June 12, 1998
- ------------------------------------
II-28
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Form of Shelf Underwriting Agreement relating to Debt and Equity
Securities
1.2 Form of U.S. Purchase Agreement
1.3 Form of International Purchase Agreement
3.1 Federal-Mogul's Second Restated Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3.1 to Federal-Mogul's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1992)
3.2 Amendment to Federal-Mogul's Second Restated Articles of
Incorporation, as amended
3.3 Federal-Mogul's Bylaws, as amended (filed as Exhibit 3.2 to Federal-
Mogul's Form 10-K for the year ended December 31, 1997)
3.4 Federal-Mogul Dutch Holdings Inc.'s Certificate of Incorporation, as
amended
3.5 Federal-Mogul Dutch Holdings Inc.'s Bylaws
3.6 Federal-Mogul Global Inc.'s Articles of Incorporation
3.7 Federal-Mogul Global Inc.'s Bylaws
3.8 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation, as
amended
3.9 Federal-Mogul U.K. Holdings Inc.'s Bylaws
3.10 Carter Automotive Company, Inc.'s Certificate of Incorporation
3.11 Carter Automotive Company, Inc.'s Bylaws
3.12 Federal Mogul Venture Corporation's Articles of Incorporation, as
amended
3.13 Federal Mogul Venture Corporation's Bylaws
3.14 Federal-Mogul World Wide, Inc.'s Articles of Incorporation
3.15 Federal-Mogul World Wide, Inc.'s Bylaws
3.16 Federal-Mogul Global Properties, Inc.'s Articles of Incorporation
3.17 Federal-Mogul Global Properties, Inc.'s Bylaws
3.18 Felt Products Mfg. Co.'s Restated Certificate of Incorporation, as
amended
3.19 Felt Products Mfg. Co.'s Bylaws
3.20 Fel-Pro Management Co.'s Certificate of Incorporation, as amended
3.21 Fel-Pro Management Co.'s Bylaws
3.22 Fel-Pro Chemical Products L.P.'s Certificate of Limited Partnership
3.23 Fel-Pro Chemical Products L.P.'s Limited Partnership Agreement
4.1 Form of Senior Indenture
4.2 Form of Subordinated Indenture
4.3 Form of Debt Security. The form or forms of such Debt Securities with
respect to each particular offering will be filed as an exhibit
subsequently included or incorporated by reference herein.
4.4 Form of Preferred Stock. Any amendment to the Company's Articles of
Incorporation authorizing the creation of any series of Preferred
Stock and setting forth the rights, preferences and designations
thereof will be filed as an exhibit subsequently included or
incorporated by reference herein.
4.5 Form of Guarantee. The form or forms of such Guarantees with respect
to each particular offering will be filed as an exhibit subsequently
included or incorporated by reference herein.
5 Opinion of David M. Sherbin, Esq.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of David E. Sherbin, Esq. regarding the validity of the
Guarantees
12.1 Computation of Ratio of Earnings to Fixed Charges
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Audit Plc
23.3 Consent of David M. Sherbin, Esq. (included in his opinion filed as
Exhibit 5)
23.4 Consent of Paul S. Lewis
23.5 Consent of Sir Geoffrey Whalen
24.1 Power of Attorney (included on the signature page of the original
filing)
24.2 Powers of Attorney of Guarantors (included on their respective
signature pages herein)
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Indentures