AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-56725
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
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 OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) 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)
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. 2 WITH
RESPECT TO SUCH REGISTRATION STATEMENT.
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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
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Total.................................................... $2,000,000
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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
*4.2 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.
***4.6 Form of Senior Indenture (including Guarantee)
*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 in the original filing)
*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.
**Previously filed as an exhibit hereto.
***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 25TH 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 25th 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 25, 1998.
Federal-Mogul Dutch Holdings Inc.
*
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-9
FEDERAL-MOGUL DUTCH HOLDINGS INC.
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
25TH DAY OF JUNE, 1998.
SIGNATURE TITLE
Chief Executive Officer (Principal
* Executive Officer)
- -------------------------------------
ALAN C. JOHNSON
Chief Financial Officer (Principal
* Financial Officer)
- -------------------------------------
THOMAS W. RYAN
Controller (Principal Accounting
* Officer)
- -------------------------------------
DAVID A. BOZYNSKI
Director
*
- -------------------------------------
ALAN C. JOHNSON
Director
*
- -------------------------------------
THOMAS W. RYAN
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Federal-Mogul Global Inc.
By:
__________________________________
*
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-11
FEDERAL-MOGUL GLOBAL INC.
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
25TH DAY OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
ALAN C. JOHNSON
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A BOZYNSKI
* Director
- -------------------------------------
ALAN C. JOHNSON
* Director
- -------------------------------------
THOMAS W. RYAN
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Federal-Mogul U.K. Holdings Inc.
*
By: _________________________________
Name:Alan C. Johnson
Title:President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-13
FEDERAL-MOGUL U.K. HOLDINGS INC.
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
25TH DAY OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
ALAN C. JOHNSON
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
ALAN C. JOHNSON
* Director
- -------------------------------------
THOMAS W. RYAN
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Carter Automotive Company
*
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-15
CARTER AUTOMOTIVE COMPANY
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
25TH DAY OF JUNE, 1998.
SIGNATURE TITLE
Chief Executive Officer (Principal
* Executive Officer)
- -------------------------------------
Chief Financial Officer (Principal
* Financial Officer)
- -------------------------------------
Controller (Principal Accounting
* Officer)
- -------------------------------------
Director
*
- -------------------------------------
Director
*
- -------------------------------------
/s/ David M. Sherbin
* By: __________________________
DAVID M. SHERBIN
ATTORNEY-IN-FACT
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 25, 1998.
Federal-Mogul Venture Corporation
*
By: _________________________________
Name: Alan C. Johnson
Title:President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-17
FEDERAL-MOGUL VENTURE CORPORATION
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
25TH DAY OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
ALAN C. JOHNSON
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
TIMOTHY W. HEFFERON
* Director
- -------------------------------------
ALAN C. JOHNSON
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Federal-Mogul World Wide, Inc.
*
By:__________________________________
Name: Richard A. Snell
Title: President and Chief
Executive Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-19
FEDERAL-MOGUL WORLD WIDE, INC.
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
25TH OF JUNE, 1998.
SIGNATURES TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
RICHARD A. SNELL
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
ALAN C. JOHNSON
* Director
- -------------------------------------
THOMAS W. RYAN
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Federal-Mogul Global Properties,
Inc.
*
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-21
FEDERAL-MOGUL GLOBAL PROPERTIES, INC.
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
25TH OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
JAMES B. CARANO
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
DAVID A. BOZYNSKI
* Director
- -------------------------------------
ALAN C. JOHNSON
* Director
- -------------------------------------
JAMES B. CARANO
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Felt Products Mfg. Co.
*
By: _________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-23
FELT PRODUCTS MFG. CO.
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
25TH OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
RICHARD A. SNELL
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
THOMAS W. RYAN
* Director
- -------------------------------------
WILHELM A. SCHMELZER
* Director
- -------------------------------------
RICHARD A. SNELL
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Fel-Pro Management Co.
*
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
II-25
FEL-PRO MANAGEMENT CO.
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
25TH OF JUNE, 1998.
SIGNATURE TITLE
* Chief Executive Officer (Principal
- ------------------------------------- Executive Officer)
RICHARD A. SNELL
* Chief Financial Officer (Principal
- ------------------------------------- Financial Officer)
THOMAS W. RYAN
* Controller (Principal Accounting
- ------------------------------------- Officer)
DAVID A. BOZYNSKI
* Director
- -------------------------------------
THOMAS W. RYAN
* Director
- -------------------------------------
WILHELM A. SCHMELZER
* Director
- -------------------------------------
RICHARD A. SNELL
/s/ David M. Sherbin
*By: ___________________________
David M. Sherbin,
Attorney-in-fact
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 25, 1998.
Fel-Pro Chemical Products, L.P.
By Fel-Pro Management Co., as General
Partner
*
By: ______________________________________
Name: Richard A. Snell
Title: President and Chief Executive
Officer
/s/ David M. Sherbin
*By: ________________________________
David M. Sherbin,
Attorney-in-fact
II-27
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
4.2 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.
4.6 Form of Senior Indenture (including Guarantee)
5 Opinion of David M. Sherbin, Esq.