================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 24, 1999
FEDERAL-MOGUL CORPORATION
- - --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Michigan 1-1511 38-0533580
- - --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
26555 Northwestern Highway, Southfield, Michigan 48034
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (248) 354-7700
------------------------
N/A
- - --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
Item 5. Other Events.
- - ------- ------------
On February 24, 1999, the Board of Directors of Federal-Mogul
Corporation (the "Company") adopted a Rights Agreement (the "New Rights
Agreement"). A copy of the New Rights Agreement is filed as an Exhibit hereto
and is incorporated by reference herein.
Pursuant to the New Rights Agreement, the Company will make a dividend
distribution of one preferred stock purchase right for each outstanding share of
Common Stock of the Company as of the close of business on April 30, 1999. The
preferred stock purchase rights previously distributed by the Company pursuant
to the Rights Agreement dated as of November 3, 1988, and amended July 25, 1990,
September 23, 1992, January 1, 1993 and November 13, 1998, between the Company
and The Bank of New York, as successor to National Bank of Detroit, as Rights
Agent, will expire at the close of business on April 30, 1999.
Item 7. Financial Statements and Exhibits.
- - ------- ---------------------------------
(a) Financial statements of businesses acquired:
--------------------------------------------
Not applicable.
(b) Pro forma financial information:
--------------------------------
Not applicable.
(c) Exhibits:
---------
4 Rights Agreement dated as of February 24, 1999 between the Company and The
Bank of New York, as Rights Agent.
-2-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FEDERAL-MOGUL CORPORATION
Date: February 24, 1999 By: /s/ David A. Bozynski
---------------------------------
David A. Bozynski
Vice President and Treasurer
-3-
EXHIBIT INDEX
-------------
The following exhibits are filed herewith:
Exhibit No. Description
- - ----------- -----------
4 Rights Agreement dated as of February 24,
1999 between the Company and The Bank of
New York, as Rights Agent.
-4-