As filed with the Securities and Exchange Commission on April 22, 1999.
Registration No. 333-74661
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FEDERAL-MOGUL CORPORATION
(exact name of registrant as specified in its charter)
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 38-2010848
FEDERAL-MOGUL GLOBAL PROPERTIES, INC. Michigan 38-2294578
FELT PRODUCTS MFG. CO. Delaware 36-1065910
F-M UK HOLDING LIMITED United Kingdom Not Applicable
FEDERAL-MOGUL IGNITION COMPANY Delaware 34-4203131
FEDERAL-MOGUL PRODUCTS, INC. Missouri 43-1130207
FEDERAL-MOGUL AVIATION, INC. Delaware 76-0554121
(Exact name of registrant as (State or other jurisdiction (I.R.S. employer
specified in its charter) of incorporation or organization) identification numbers)
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)
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DAVID M. SHERBIN, ESQ. Associate General Counsel 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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Copies to:
PHYLLIS G. KORFF, ESQ. PAUL T. SCHNELL, ESQ. SKADDEN, ARPS, SLATE, MEAGHER &
FLOM, LLP 919 Third Avenue, New York, New York 10022 (212) 735-3000
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Approximate date of commencement of proposed sale of the securities to the
public: At various times 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(c)
under the Securities Act, 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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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Unit(2) Offering Price(3)(4) Registration Fee(7)
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Debt securities of
Federal-Mogul
Corporation............
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Preferred stock of
Federal-Mogul
Corporation, no par
value(5)...............
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Common stock of Federal-
Mogul Corporation, no
par value(5)...........
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Guarantee of Federal-
Mogul Dutch Holdings
Inc.(6)................
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Guarantee of Federal-
Mogul Global Inc.(6)...
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Guarantee of Federal-
Mogul U.K. Holdings
Inc.(6)................
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Guarantee of Carter
Automotive Company,
Inc.(6)................
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Guarantee of Federal-
Mogul Venture
Corporation(6).........
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Guarantee of Federal-
Mogul World Wide,
Inc.(6)................
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Guarantee of Federal-
Mogul Global
Properties, Inc.(6)....
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Guarantee of Felt
Products Mfg. Co.(6)...
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Guarantee of F-M UK
Holding Limited(6).....
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Guarantee of Federal-
Mogul Ignition
Company(6).............
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Guarantee of Federal-
Mogul Products,
Inc.(6)................
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Guarantee of Federal-
Mogul Aviation,
Inc.(6)................
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Total(8)................ $ $2,500,000,000 $695,000
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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.
(2) The proposed maximum offering price per unit will be determined at various
times by the registrant in connection with the issuance by the registrant
of the securities registered hereunder.
(3) The proposed maximum aggregate offering price has been estimated only for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933, as amended. The aggregate public offering
price of the debt securities, preferred stock and common stock registered
hereby will not exceed $2,500,000,000 or the equivalent thereof in one or
more foreign currencies, foreign currency units or composite currencies.
(4) Exclusive of accrued interest, distributions and dividends, if any.
(5) 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.
(6) 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.
(7) The fee for the registration of securities hereunder has been previously
paid.
(8) In no event will the aggregate offering price of all securities issued at
various times pursuant to this registration statement exceed
$2,500,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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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SUBJECT TO COMPLETION, DATED APRIL 22, 1999
PROSPECTUS
FEDERAL-MOGUL CORPORATION
Debt Securities
Common Stock
Preferred Stock
Federal-Mogul Corporation will provide the specific terms of these
securities in supplements to this prospectus. You should read this prospectus
and any supplement carefully before you invest.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus or any supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
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This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this prospectus is April , 1999
We may not sell these securities or accept any offer to buy these
securities until we deliver this prospectus and an accompanying prospectus
supplement in final form. We are not using this prospectus and any
accompanying prospectus supplement to offer to sell these securities or to
solicit offers to buy these securities in any place where the offer or sale is
not permitted. Unless the context otherwise demands, the term "prospectus
supplement" as used in this prospectus refers to the prospectus supplement
applicable to the offering of the class or series of securities under
discussion in the section where the term appears.
Where You Can Find More Information
As required by the Securities Act of 1933, Federal-Mogul filed a
registration statement (No. 333-74661) relating to the securities offered by
this prospectus with the Securities and Exchange Commission. This prospectus
is a part of that registration statement, which includes additional
information.
Federal-Mogul files annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You may
read and copy any document Federal-Mogul files at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. You can
also request copies of the documents, upon payment of a duplicating fee, by
writing the Public Reference Section of the SEC. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. These SEC
filings are also available to the public from the SEC's web site at
http://www.sec.gov. Reports, proxy statements, and other information
concerning Federal-Mogul can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The SEC allows Federal-Mogul to "incorporate by reference" the information
it files with the SEC. This permits Federal-Mogul to disclose important
information to you by referencing these filed documents. Any information
referenced this way is considered part of this prospectus, and any information
filed with the SEC subsequent to this prospectus will automatically update and
supersede this information. Federal-Mogul incorporates by reference the
following documents which have been filed with the SEC:
(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Current Reports on Form 8-K filed on April 7, 1998, November 24, 1998,
February 25, 1999; and
(3) Federal-Mogul's proxy statement for the 1999 Annual Shareholders'
Meeting, filed on March 24, 1999.
All documents Federal-Mogul files pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
completion of the offering of the securities described in this prospectus
shall be incorporated by reference in this prospectus from their date of
filing.
You may request a copy of these filings, at no cost, by writing or
telephoning Federal-Mogul at the following address and telephone number:
David M. Sherbin, Esq.
Associate General
Counsel and Secretary
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, MI 48034
(248) 354-7700
You should rely only on the information provided in this prospectus and the
prospectus supplement, as well as the information incorporated by reference.
Federal-Mogul has not authorized anyone to provide you with
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different information. Federal-Mogul is not making an offer of these
securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus, the prospectus supplement or
any documents incorporated by reference is accurate as of any date other than
the date on the front of the applicable document.
Federal-Mogul Corporation
Federal-Mogul Corporation is a leading global manufacturer and distributor
of a broad range of components for automobiles and light trucks, heavy duty
trucks, farm and construction vehicles and industrial products. These
components include:
. powertrain systems components which are primarily bearings, rings and
pistons,
. sealing system components which include dynamic seals and gaskets, and
. general products which consist primarily of friction products, sintered
products, camshafts and systems protection products.
Federal-Mogul markets its products to many of the world's major original
equipment 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
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,
followed by the initiation of a significant restructuring program designed to
refocus Federal-Mogul on its core competencies of manufacturing, engineering
and distribution. As part of its restructuring, Federal-Mogul closed or sold
substantially all of its retail operations. Federal-Mogul also pursues a
growth strategy of acquiring complementary manufacturing companies that
enhances its product base, allows for expansion of its global manufacturing
operations and provides opportunities to capitalize on Federal-Mogul's
aftermarket distribution network and technological resources.
Recent Developments
Acquisitions
In February 1998, Federal-Mogul acquired Fel-Pro Incorporated and certain
affiliated entities, which constitute the operating businesses of the Fel-Pro
group of companies, a privately-owned automotive parts manufacturer, for total
consideration of approximately $722 million. Fel-Pro is a premier gasket
manufacturer for the North American aftermarket and heavy duty original
equipment market.
In connection with its growth strategy, in March 1998 Federal-Mogul
acquired T&N plc, a U.K.-based supplier of engine and transmission products,
for a total purchase price of approximately $2.4 billion. T&N plc manufactures
and supplies high technology engineered automotive components and industrial
materials including pistons, friction products, bearings, systems protection,
camshafts and sealing products.
In October 1998, Federal-Mogul acquired Cooper Automotive for an initial
purchase price $1.9 billion excluding fees and expenses and excluding a post-
closing net asset adjustment to be finalized in the second quarter of 1999.
Cooper Automotive, comprised of the Cooper Automotive and the Moog divisions
of Cooper Industries, Inc., is a premier provider of leading brand name
automotive products to the aftermarket and original equipment market. Cooper
Automotive manufactures and distributes brake and friction products, chassis,
ignition products and lighting and wiper products under well-known brand names
including Champion, Moog, Abex, Wagner and Zanxx. Among Cooper Automotive's
largest customers, in alphabetical order, are AutoValue, Carquest,
DaimlerChrysler, Ford, Fiat, General Motors and NAPA. Cooper Automotive had
revenues in 1997 of $1.9 billion.
3
In December 1998, Federal-Mogul acquired Glockler Dichtsysteme Gunter
Hemmrich GmbH, a German manufacturer of rubber sealing components and acoustic
decoupling for valve covers, intake manifolds and oil pans with annual sales
of approximately $40 million.
In January 1999, Federal-Mogul completed the acquisition of Tri-Way Machine
Limited, a privately-owned manufacturer of machines and machining systems for
the world's metal cutting industry headquartered in Windsor, Ontario, Canada
for approximately $20 million, plus approximately $14 million of assumed debt.
In January 1999, Federal-Mogul announced an agreement to acquire the piston
division of Alcan Deutschland GmbH, a unit of Alcan Aluminum Ltd., with annual
sales of approximately $150 million. The transaction is subject to regulatory
approval and is expected to close in the second quarter of 1999.
In January 1999, Federal-Mogul completed its acquisition of two camshaft
machining plants from Crane Technologies Group, Inc. to expand the capacity of
its automotive product lines. The two plants located in Orland, Indiana and
Jackson, Michigan employ approximately 230 people and have annual sales of
approximately $36 million.
Other Activities
In December 1998, Federal-Mogul sold T&N's thin wall and dry bearings
(polymer bearings) operations and certain other engine hard part assets to
Dana Corporation for a sales price of $430 million. Net proceeds to Federal-
Mogul from the disposition of the T&N bearings business of approximately
$372.0 million were used to repay bank indebtedness incurred in connection
with the acquisition of Cooper Automotive.
In December 1998, Federal-Mogul completed the sale of 14.1 million shares
of its common stock. Net proceeds to Federal-Mogul from the December equity
offering of approximately $781.2 million were used to repay bank indebtedness
incurred in connection with the acquisition of Cooper Automotive.
In January 1999, Federal-Mogul issued $1.0 billion of bonds with maturities
ranging from seven to ten years, a weighted average yield of 7.53% and a
weighted average coupon of 7.45%. Proceeds were used to refinance bank
indebtedness. As a result of this transaction, Federal-Mogul recognized an
extraordinary charge in the first quarter of 1999 of approximately $8 million,
net of tax, related to early extinguishment of debt.
In February 1999, Federal-Mogul entered into a new $1.75 billion senior
credit agreement at variable interest rates which contains a $1.0 billion
multicurrency revolving credit facility and two term loan components. The
revolving credit facility has a five-year maturity. The term loan components
of $400 million and $350 million mature in five and six years, respectively.
The proceeds of this senior credit agreement were used to refinance the prior
senior credit agreements entered into in connection with the T&N and Cooper
Automotive acquisitions as well as the $400 million multicurrency revolving
credit facility related to the T&N acquisition.
In February 1999, all outstanding shares of Federal-Mogul's Series E Stock
were exchanged for shares of Federal-Mogul's common stock. Each of the 607,745
remaining shares of the Series E Stock were exchanged for five shares of
Federal-Mogul's common stock.
Federal-Mogul has over 300 locations, across 6 continents, in 24 countries,
with approximately 55,000 employees worldwide.
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.
4
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends
The following table shows Federal-Mogul's (1) ratio of earnings to fixed
charges and (2) ratio of earnings to combined fixed charges and preferred
stock dividends for each of the five most recent fiscal years.
Year Ended December 31,
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1998 1997 1996 1995 1994
---- ---- ----- ----- ----
Ratio of Earnings to Fixed Charges(1).............. 1.8x 3.3x N/A(2) N/A(3) 4.3x
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends(1).................. 1.8x 2.9x N/A(2) N/A(3) 3.1x
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(1) Federal-Mogul guarantees the debt of the Federal-Mogul Employee Stock
Ownership Plan; 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
Federal-Mogul will use the net proceeds it receives from any offering of
these securities:
. for general corporate purposes, primarily to fund its operating units
and subsidiaries,
. to refinance debt associated with acquisitions, or
. to refinance or extend the maturity of existing debt obligations.
Any specific use of the proceeds will be described in a prospectus supplement.
Description of Debt Securities
The debt securities offered by this prospectus will be unsecured
obligations of Federal-Mogul and will be either senior or subordinated debt.
Senior debt will be issued under a senior debt indenture. Subordinated debt
will be issued under a subordinated debt indenture. The senior debt indenture
and the subordinated debt indenture are sometimes referred to in this
prospectus individually as an "indenture" and collectively as the
"indentures." Forms of the indentures have been filed as exhibits to the
registration statement on Form S-3 (No. 333-74661) of which this prospectus is
part.
The following briefly summarizes the material provisions of the indentures
and the debt securities. You should read the more detailed provisions of the
applicable indenture, including the defined terms, for provisions that may be
important to you. You should also read the particular terms of a series of
debt securities, which will be described in more detail in a prospectus
supplement. Copies of the indentures may be obtained from Federal-Mogul or the
applicable trustee. So that you may easily locate the more detailed
provisions, the numbers in parentheses below refer to sections in the
applicable indenture or, if no indenture is specified, to sections in each of
the indentures. Wherever particular sections or defined terms of the
applicable indenture are referred to, the sections or defined terms are
incorporated into this prospectus by reference, and the statement in this
prospectus is qualified by that reference.
5
General
The debt securities will be unsecured obligations of Federal-Mogul. The
indentures do not limit the amount of debt securities which may be issued
under the indentures, 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 on an equal basis 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, as
more fully described in the subordinated indenture, to all senior indebtedness
of Federal-Mogul. See "--Subordination under the Subordinated Indenture."
The prospectus supplement will describe the following terms, where
applicable:
. the title of the debt securities, including whether the debt securities
are senior debt securities or subordinated debt securities and whether
the debt securities will be issued under the senior indenture, the
subordinated indenture or another indenture;
. any limit upon the aggregate principal amount of the debt securities;
. the dates on which the principal of and premium, if any, on the debt
securities is payable or the method of determining those dates;
. the rate, which may be fixed or variable, at which the debt securities
will bear interest, if any, or the method of calculating the rate of
interest, the date from which interest will accrue or the method by
which that date will be determined, the dates on which interest, if any,
will be payable and the corresponding record dates;
. the place where principal of, premium, if any, and interest, if any, on
the debt securities will be payable;
. the right, if any, of Federal-Mogul to defer payment of interest on debt
securities and the maximum length of any deferral period;
. the periods within which, the price or prices at which, the currency or
currencies in which, and the other terms and conditions upon which, the
debt securities may be redeemed or otherwise purchased, in whole or in
part, at the option of Federal-Mogul;
. the obligation, if any, and the limitations, if any, on Federal-Mogul to
redeem or purchase the debt securities and the other terms and
conditions upon which the debt securities shall be redeemed or
purchased, in whole or in part;
. the denominations in which the debt securities are authorized to be
issued;
. the currency or currencies, including any currency unit or units, in
which principal of, premium, if any, and interest, if any, on the debt
securities will be payable, or in which the debt securities will be
denominated and whether Federal-Mogul or the holders of any debt
securities may elect to receive payments in respect of the debt
securities in a currency or currency unit other than that in which the
debt securities are stated to be payable;
. if other than the principal amount, the portion of the principal amount
which will be payable upon declaration of the acceleration of the
maturity of the debt securities or the method by which that portion will
be determined;
. the person to whom any interest on any debt security will be payable if
other than the person in whose name the debt security is registered on
the applicable record date;
. any addition to, or modification or deletion of, any Event of Default or
any covenant of Federal-Mogul specified in the applicable indenture with
respect to debt securities;
. the application, if any, of means of defeasance as may be specified for
the debt securities;
6
. whether the 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 those global securities;
. whether the debt securities of the series are convertible or
exchangeable into common stock or preferred stock, and, if so, the class
or series of capital stock of Federal-Mogul into which the debt
securities are convertible and the terms and conditions upon which the
conversion may be effected; and
. any other special terms pertaining to the debt securities.
Unless otherwise specified in the prospectus supplement, the debt
securities will not be listed on any securities exchange (Section 3.1).
Unless otherwise specified in the prospectus supplement, debt securities
will be issued in fully-registered form without coupons. Where any series of
debt securities are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and any applicable
United States Federal income tax considerations will be described in the
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. Any United States Federal income tax
consequences and special considerations applicable to debt securities issued
at a discount, or to debt securities issued at par that are treated as having
been issued at a discount, will be described in the prospectus supplement.
If the purchase price or any payment of principal, premium or interest of
any series of debt securities is payable or denominated in one or more foreign
currencies or by reference to commodity prices, equity indices or other
factors, specific terms concerning the tax effects, transfer restrictions and
other information relating to the series of debt securities and the foreign
currency will be set forth in the prospectus supplement.
In general, holders of these 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 those dates, depending on the value on
those dates of the applicable currency, commodity, equity index or other
factor.
Guarantees
Each prospectus supplement will describe any guarantees for the benefit of
the series of debt securities to which it relates, which may be granted by one
or more of the following direct and indirect subsidiaries of Federal-Mogul
(collectively, the "Subsidiary Guarantors"):
. Carter Automotive Company
. Federal-Mogul Global Properties, Inc.
. Federal Mogul Venture Corporation
. Federal-Mogul World Wide, Inc.
. Federal-Mogul Dutch Holdings Inc.
. Federal-Mogul Global Inc.
. Federal-Mogul U.K. Holding Inc.
. F-M UK Holding Limited
. Felt Products Mfg. Co.
7
. Federal-Mogul Ignition Company
. Federal Mogul Products, Inc.
. Federal Mogul Aviation, Inc.
Federal-Mogul believes that filing of separate periodic reports with
respect to the Subsidiary Guarantors would not provide material information
necessary to an investment decision by holders of debt securities.
Federal-Mogul will provide condensed consolidating financial information in
respect to the Subsidiary Guarantors in sufficient detail to allow investors
to determine the nature of the assets held by, and the operations and cash
flows of, the Subsidiary Guarantors and to continue to follow the guidance in
Rule 10-01 of Regulation S-X related to the form and content for the condensed
financial statements. Federal-Mogul will also provide consolidated annual
audited financial statements for Federal-Mogul Ignition Company and
subsidiaries, Federal-Mogul Products, Inc. and subsidiaries and Federal-Mogul
Aviation, Inc. so long as the stock thereof continues to secure certain of
Federal-Mogul's debt agreements. These financial statements will provide the
significant financial information as to the creditworthiness of Federal-Mogul
and the Subsidiary Guarantors.
Payment, Registration, Transfer and Exchange
Unless otherwise provided in the 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 payments, if any, on debt securities in registered form may be made:
. by check mailed to the registered holder at the close of business on the
record date for the payment or
. by wire transfer to an account maintained by the registered holder
(Sections 3.7(a) and 9.2).
Payment on the 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 the 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 a series of debt securities is issuable as
registered securities, Federal-Mogul will be required to maintain at least one
paying agent in each Place of Payment for that series and, if a series of debt
securities 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 the series of debt securities may be presented and surrendered for
payment (Section 9.2).
Unless otherwise provided in the prospectus supplement, debt securities in
registered form will be transferable or exchangeable at the agency of Federal-
Mogul maintained for that 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 with the registration of transfer (Section 3.5).
8
Global Debt Securities
Unless otherwise specified in the 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 that will be deposited with a
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 the 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 to a
nominee of the depositary or by a nominee of the depositary to the depositary
or another nominee of the depositary or by any of these parties to a successor
entity and except in the circumstances described in the 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 prospectus supplement. Unless
otherwise specified in the prospectus supplement, Federal-Mogul expects that
the following provisions will apply to its depositary arrangements.
Ownership of beneficial interests in a registered global security will be
limited to "participants" or persons that may hold interests through
participants. The term "participants" means institutions that have established
accounts with the depositary or its nominee. Upon the issuance of any
registered global security, and the deposit of the registered global security
with or on behalf of the depositary, the depositary will credit, on its book-
entry registration and transfer system, the respective principal amounts of
the debt securities represented by the registered global security to the
accounts of participants. The accounts to be credited will be designated by
the underwriters or agents engaging in the distribution of the debt securities
or by Federal-Mogul, if the debt securities are offered and sold directly by
Federal-Mogul. Ownership of beneficial interests by participants in the
registered global security will be shown on, and the transfer of such
beneficial interests will be effected only through, records maintained by the
depositary or by its nominee. Ownership of beneficial interests in a
registered global security by persons that hold debt securities through
participants will be shown on, and the transfer of their beneficial interests
within their respective participants will be effected only through, records
maintained by the participants. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
certificated form. These laws may impair the ability to transfer beneficial
interests in a registered global security.
So long as the depositary for a registered global security, or its nominee,
is the registered owner of the registered global security, that depositary or
nominee, as the case may be, will be considered the sole owner or holder of
the debt securities represented by that registered global security for all
purposes under the applicable indenture. Unless otherwise specified in the
prospectus supplement and except as specified below, owners of beneficial
interests in a registered global security will not be entitled to have debt
securities of the series represented by the registered global security
registered in their own names, will not receive or be entitled to receive
physical delivery of the debt securities of such series in certificated form
and will not be considered the holders of the debt securities for any purposes
under the relevant indenture (Section 3.8). Accordingly, participants owning a
beneficial interest in a registered global security must rely on the
procedures of the depositary and, persons who are not participants must rely
on the procedures of the participant through which the 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 a 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
the notice or take the action, and the participants would authorize beneficial
owners owning through participants to give the notice or take the action or
would otherwise act upon the instructions of beneficial owners owning through
them.
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Unless otherwise specified in the 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 that depositary or nominee, as
the case may be, as the registered owner of the 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 the registered global security as shown
on the records of the depositary. Federal-Mogul also expects that payments by
participants to owners of beneficial interests in a registered global security
held through those 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 beneficial ownership interests of a registered global security
(Section 3.8).
Unless otherwise specified in the 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 a 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 debt
securities in definitive certificated form in exchange for the registered
global security held by that depositary. 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 issue debt securities of that particular series in definitive
certificated form in exchange for all of the registered global securities
representing those 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 that will be deposited with a
depositary, or with the depositary's nominee, identified in the prospectus
supplement. Any 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 prospectus supplement.
Consolidation, Merger or Sale by Federal-Mogul
Federal-Mogul shall not consolidate with or merge into any other
corporation or transfer or lease all or substantially all of its assets to
another entity, unless:
. the entity formed by the consolidation or into which Federal-Mogul is
merged or the corporation which acquires its assets is organized in the
United States;
. the entity formed by the consolidation or into which Federal-Mogul is
merged or which acquires Federal-Mogul's assets expressly assumes by a
supplemental indenture all of the obligations of Federal-Mogul under the
indentures;
. immediately after giving effect to the transaction, no "Default" or
"Event of Default" exists as these terms are used in the respective
indentures; and
. if, as a result of any merger, consolidation sale or similar
transaction, the 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, takes all steps necessary to secure the debt securities
equally and ratably with all indebtedness secured by those properties or
assets.
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Upon consolidation, merger or sale, the successor corporation formed by the
consolidation, or into which Federal-Mogul is merged or to which the sale is
made, shall succeed to, and be substituted for Federal-Mogul under each
indenture and the obligations of Federal-Mogul under the indentures shall
terminate (Section 7.1).
Events of Default, Notice and Holder's Rights on Default
Each indenture provides that, if an event of default occurs with respect to
the debt securities of any series and is continuing, the trustee for that
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, may declare the principal of or, in the case of debt
securities that provide that upon acceleration of the maturity date, less than
the stated principal amount will be due and payable, the 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. However, with respect to any debt securities issued under the
subordinated indenture, the payment of principal, premium, if any, and
interest, if any, shall continue to be subject to the subordination provisions
contained in the subordinated indenture (Section 5.2).
Unless otherwise specified in the prospectus supplement, Events of Default
on any series of debt securities are defined in each indenture as being:
. failure to make interest, coupon or other required payments for 30 days
from the due date;
. failure to pay principal, or premium, if any, when due;
. failure to perform other covenants in the relevant indenture for 60 days
after notice;
. regarding the senior indenture, default regarding any other indebtedness
for borrowed money in aggregate principal amount of at least $25
million, which default constitutes a failure to pay principal when due
or results in the acceleration of the maturity of this indebtedness, and
this indebtedness is not repaid, or the acceleration is not rescinded or
annulled, within 30 days after the receipt of notice, and
. specific events of insolvency, bankruptcy, or reorganization whether
voluntary or not (Section 5.1).
The definition of "Event of Default" in each indenture specifically
excludes a default under a secured debt under which the lender 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 that collateral does
not exceed two percent of Total Assets (as defined in the indentures) at the
time of the default. Events of Default with respect to a specified series of
debt securities may be added to the respective indentures and, if so added,
will be described in the prospectus supplement. (Sections 3.1 and 5.1(7)).
If a responsible officer of the trustee has knowledge of a default the
trustee shall, within 90 days after the occurrence of the known default, give
to the holders of the debt securities notice of all defaults known to it
unless a Default has been cured or waived; provided, that except in the case
of a Default in payment on a particular series of debt securities, 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 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
(as described above).
The holders of a majority in aggregate principal amount of each series of
debt securities affected, with each series voting as a class, may, subject to
limited conditions, direct the time, method and place of conducting any
proceeding for any remedy available to the trustee for that series, or
exercising any trust or power conferred on that 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 each indenture (Section 9.6).
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The holders of a majority in aggregate principal amount of any series of
outstanding debt securities, by notice to the trustee 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 the series, or except in respect of
an event of default resulting from the breach of a covenant or provision of
either indenture which, according to the applicable indenture, cannot be
amended or modified without the consent of the holders of each outstanding
debt security of the affected series (Section 5.7).
Option to Defer Interest Payments
If specified in the prospectus supplement, Federal-Mogul shall have the
right at any time and from time to time to defer the payment of interest for a
number of consecutive interest payment periods (each, an "Extension Period"),
subject to the terms, conditions and covenants, if any, specified in that
prospectus supplement, provided that the Extension Period does not extend
beyond the stated maturity of the debt securities. Material United States
Federal income tax consequences and special considerations applicable to the
debt securities will be described in the prospectus supplement.
Unless otherwise specified in the prospectus supplement, at the end of the
Extension Period, Federal-Mogul shall pay all interest then accrued and unpaid
together with interest on the debt securities compounded semiannually at the
rate specified for the debt securities to the extent permitted by applicable
law; provided, that during any Extension Period,
. Federal-Mogul shall not declare or pay dividends on, make distributions
regarding, or redeem, purchase, acquire or make a liquidation payment
regarding, any of its capital stock other than:
- 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 or the satisfaction by
Federal-Mogul of its obligations pursuant to any contract or
security outstanding on the date of any event requiring Federal-
Mogul to purchase capital stock of Federal-Mogul,
- 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,
- the purchase of fractional interests in shares of Federal-Mogul's
capital stock pursuant to the conversion or exchange provisions of
the capital stock or the security being conversed or exchanged,
- dividends or distributions in capital stock of Federal-Mogul, rights
to acquire capital stock or repurchases or redemptions of capital
stock only from the issuance or exchange of capital stock, or
- redemptions or repurchases of any rights outstanding under a
shareholder rights plan,
. 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
. Federal-Mogul shall not make any guarantee payments regarding the
foregoing.
Before the end of any Extension Period, Federal-Mogul may further defer
payments of interest by extending the interest payment period; provided,
however, that, the Extension Period, including all previous and further
extensions, may not extend beyond the maturity of the debt securities. Upon
the end 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.
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Federal-Mogul shall give the holders of the debt securities notice of its
selection of the Extension Period ten business days before the earlier of:
. the next interest payment date or
. 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
the next interest payment.
Modification of the Indentures
Unless otherwise specified in the 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 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;
. add to the covenants of Federal-Mogul or to surrender any right or power
of Federal-Mogul;
. add additional Events of Default regarding any series of debt
securities;
. add or change any provisions to the extent necessary to facilitate the
issuance of debt securities in bearer form or to facilitate the issuance
of debt securities in global form;
. add, change or eliminate any provision affecting only debt securities
not yet issued;
. secure the debt securities;
. establish the form or terms of debt securities;
. evidence and provide for successor trustees;
. if allowed without penalty under applicable laws and regulations, to
permit payment in respect of debt securities in bearer form in the
United States;
. correct any defect or supplement any inconsistent provisions or to make
any other provisions regarding matters or questions arising under the
indenture, provided that the action does not adversely affect the
interests of the holders of any series of debt securities; or
. cure any ambiguity or correct any mistake.
The subordinated indenture also permits Federal-Mogul and the trustee to
enter into 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 prospectus supplement, Federal-Mogul and
the trustee are permitted, with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities affected by a
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 the indenture or any supplemental
indenture or modifying the rights of the holders of those particular series of
debt securities, except that, without the consent of the holder of each debt
security so affected, no supplemental indenture may:
. change the time for payment of principal or premium, if any, or
interest, if any, on any debt security;
. reduce the principal of, or the rate of interest, or premium, if any, on
any debt security, or change the manner in which the amount of any of
the foregoing is determined;
. reduce the amount of premium, if any, payable upon the redemption of any
debt security;
. reduce the amount of principal payable upon acceleration of the maturity
of any Original Issue Discount Security or Indexed Security;
. impair the right to institute suit for the enforcement of any payment on
or regarding any debt security;
13
. 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 the indenture or for waiver of
compliance with provisions of the indenture or for waiver of defaults;
. change the obligation of Federal-Mogul to maintain an office or agency
in the places and for the purposes specified in the indenture;
. modify the provisions relating to the subordination of any series of
debt securities outstanding in a manner adverse to the holders of these
debt securities; or
. modify the provisions relating to waiver of 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:
. 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;
. any indebtedness of others of the kinds described in the preceding
clause for the payment of which Federal-Mogul is responsible or liable
as guarantor or otherwise; and
. amendments, renewals, extensions and refundings of any 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:
. any indebtedness of Federal-Mogul to any of its subsidiaries,
. indebtedness incurred for the purchase of goods or materials or for
services obtained in the ordinary course of business, and
. any indebtedness which by its terms is expressly made on an equal basis
with or subordinated to the subordinated debt securities (Section 12.2
of the subordinated indenture).
If:
. 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
. an event of default occurs regarding any Senior Indebtedness permitting
the holders thereof to accelerate the maturity thereof and written
notice of the 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 the default in payment or event of default is cured or
waived or ceases 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:
. any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to
Federal-Mogul, its creditors or its property,
14
. any proceeding for the liquidation, dissolution or other winding-up of
Federal-Mogul, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,
. any assignment by Federal-Mogul for the benefit of creditors, or
. any other marshalling of the assets of Federal-Mogul,
all Senior Indebtedness including, interest accruing after the commencement of
any 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.
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 regarding 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
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 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 the 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 will not be considered to have been paid in full unless
the Senior Indebtedness holders have received cash, securities or other
property equal to the amount of the outstanding Senior Indebtedness. 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 (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 before issuance. Any change would be described
in the prospectus supplement relating to the subordinated debt securities.
Defeasance and Covenant Defeasance
If indicated in the prospectus supplement, Federal-Mogul may elect either:
(a) to defease and be discharged from any and all obligations regarding the
debt securities of or within any series, except as otherwise provided
in the relevant indenture ("defeasance"), or
(b) to be released from its obligations regarding 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 that purpose, of money and/or Government
Obligations (as defined in the Indenture) 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 the debt securities to
maturity or redemption, as the case may be, and any mandatory sinking
fund payment 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
the debt securities will not recognize income, gain or loss for United States
Federal income tax purposes as a result of 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
the deposit, defeasance and discharge had not occurred. The opinion of
counsel, in the case of
15
defeasance under clause (a) 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 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 the series of debt
securities are payable (Section 3.1).
In addition, regarding the subordinated indenture, to be discharged, no
event or condition shall exist that, pursuant to provisions described under
"--Subordination under the Subordinated 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 regarding the debt
securities regardless of its prior exercise of its covenant defeasance option.
If Federal-Mogul exercises its defeasance option, payment of the 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
the debt securities may not be accelerated by reason of a Default or an Event
of Default regarding the covenants to which covenant defeasance is applicable.
However, if 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 the 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 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 Common Stock and Preferred Stock
In general, the classes of authorized capital stock are afforded
preferences regarding dividends and liquidation rights in the order listed
below. 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 number of shares of each series and the rights, preferences
and limitations of each series to be determined by it, including, 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 the shares have been issued. 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 or preferred
stock will describe terms relevant thereto, including the number of shares
offered, the initial offering price, market price and dividend information.
Preferred Stock
The prospectus supplement will describe the following terms of any
preferred stock, to the extent applicable:
. the specific designation, number of shares, seniority and purchase
price;
. any liquidation preference per share;
. any date of maturity;
. any redemption, repayment or sinking fund provisions;
. any dividend rate or rates, which may be fixed or variable, dates on
which any dividends will be payable and the dates from which dividends
shall accrue or the method by which the rates or dates will be
determined;
16
. any voting rights;
. if other than the currency of the United States of America, the currency
or currencies, including composite currencies, in which the preferred
stock is denominated and/or in which payments may be payable;
. the method by which amounts in respect of the preferred stock may be
calculated and any commodities, currencies or indices, or value, rate or
price, relevant to the calculation;
. whether the preferred stock is convertible or exchangeable and, if so,
the securities or rights into which the 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, 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 the 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;
. the place or places where dividends and other payments on the preferred
stock will be payable; and
. 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
Common shareholders will receive dividends as may be declared at various
times by the board of directors out of funds legally available for that
purpose. Common shareholders are entitled to one vote per share on all matters
submitted to a vote of shareholders and do not have cumulative voting rights.
Common shareholders will 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. Common shareholders have no preemptive,
conversion or redemption rights. The registrar and transfer agent for the
common stock is The Bank of New York.
Key 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. Because this is a summary, it does not contain all the information that
may be important to you. You should read the provisions of the restated
articles of incorporation and bylaws and the rights agreement carefully.
Federal-Mogul's Restated Articles of Incorporation
Federal-Mogul's restated articles of incorporation provide that the
approval of a business combination (as defined later in this document)
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, where the restated articles of incorporation require the approval of
the preferred shareholders or one or more series thereof considered as a
separate class, the business combination also requires the affirmative vote of
at least a majority of the outstanding shares of the preferred stock of the
series thereof considered as a separate class that are not owned by an
Interested Shareholder (as defined later in this document). Where applicable
law requires that a transaction be approved by any class or series of Federal-
Mogul's capital stock or any combination thereof considered as a single class,
the transaction also requires the affirmative vote of at least a majority of
the shares of each class or series or combination considered as a single class
that are not owned by the Interested Shareholder.
17
The voting requirements set forth in the previous paragraph shall not apply
to any business combination if:
. Federal-Mogul's board of directors includes at least one member who was
a duly elected and acting member of the board of directors before the
time the Interested Shareholder involved became an Interested
Shareholder and the business combination has been approved by a majority
of these disinterested directors and by a majority of the entire board
of directors,
. 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 the business combination shall be at least equal to the
Specified Price (as defined later in this document), or
. the 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 per share by
holders of common stock in the business combination, although less than
the Specified Price, is nonetheless fair to all holders of common stock.
As used above:
"business combination" means
. any merger or consolidation of Federal-Mogul and any subsidiary with or
into any Interested Shareholder or any corporation which after the
merger or consolidation would be an affiliate of an Interested
Shareholder,
. 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,
. 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,
. 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
. 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:
. the beneficial owner of 10% or more of the outstanding shares of common
stock,
. an affiliate of Federal-Mogul and within two years before the record
date beneficially owned 10% or more of the then outstanding shares of
common stock, or
. 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 the assignment or succession
shall have occurred in one or more transactions not involving a public
offering.
"Specified Price" means the highest of:
. the highest per share price paid or agreed to be paid by the Interested
Shareholder to acquire beneficial ownership of any shares of common
stock within the two-year period before the consummation of the business
combination;
. the per share book value of the common stock at the end of the fiscal
month immediately preceding the consummation of the business
combination; and
18
. 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 the business
combination, or
- if votes are not solicited on the business combination, immediately
preceding the consummation of the 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 the date, to the earnings per share
of common stock of the Interested Shareholder for the 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 any nomination or business within 75 to 100 days before
the 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
On February 24, 1999, Federal-Mogul's board of directors authorized the
distribution of one preferred share purchase right for each outstanding share
of common stock. This rights plan becomes effective on April 30,1999, the
expiration date for the current rights plan.
When distributed, the rights will trade together with the common stock. The
rights may be exercised or traded separately only after the earlier to occur
of:
. 10 days following a public announcement that a person or group of
persons has obtained the rights to acquire 10% or more of the
outstanding common stock (20% in the case of some institutional
investors), or
. 10 business days, or a 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 a 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 an exercise price of $250, a unit consisting of one one-
thousandth of a share of series F junior participating preferred stock which
is convertible into 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 shares or
fractions of shares of series F junior participating preferred stock which are
convertible into shares of 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 $0.01
per right at any time until ten days following the date that any person or
group of 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 April 30, 2009.
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.
19
Plan of Distribution
Federal-Mogul may sell any of the securities being offered by this
prospectus in any one or more of the following ways at various times:
. through agents;
. to or through underwriters;
. through dealers; or
. directly to purchasers.
The prospectus supplement regarding the securities will provide details on
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 the 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 the securities may be listed.
Any initial public offering price, discounts or concessions allowed or
reallowed or paid to dealers may be changed at various times.
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 the
prevailing market prices or at negotiated prices.
Offers to purchase securities may be solicited by agents designated by
Federal-Mogul at various times. Any 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 the agent will be set forth, in
the prospectus supplement. Unless otherwise indicated in the prospectus
supplement, the agent will be acting on a reasonable best efforts basis for
the period of its appointment. The agent may be found 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 the sale is reached. The agreement will contain:
. the names of the specific managing underwriter or underwriters and
. any other underwriters.
The terms of the transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, if any, will be detailed in the
prospectus supplement which will be used by the underwriters to make resales
of the securities.
If Federal-Mogul uses underwriters in any sale, the underwriters will buy
the securities for their own account and may resell the securities at various
times in one or more transactions, at a fixed public offering price or at
varying prices determined at the time of sale. In connection with an offering,
underwriters and selling group members and their affiliates may engage in
transactions to stabilize, maintain or otherwise affect the market price of
the securities, in accordance with applicable law.
If a dealer is used, Federal-Mogul will sell the securities to the dealer
as principal. The dealer may then resell the securities to the public at
varying prices to be determined by the dealer at the time of resale. Any
dealer of the offered securities may be found to be an underwriter, as the
term is defined in the Securities Act. The name of the dealer and the terms of
the transaction will be set forth in the prospectus supplement.
20
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 found to be underwriters within the meaning of
the Securities Act regarding any resale thereof. The terms of any 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 some liabilities,
including liabilities under the Securities Act. 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 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 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 prospectus supplement. Remarketing firms may be found to
be underwriters, as the term is defined in the Securities Act, in connection
with the remarketed securities. Remarketing firms may be entitled under
agreements which may be entered into with Federal-Mogul to indemnification or
contribution by Federal-Mogul against some 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 prospectus supplement, Federal-Mogul may authorize
agents, underwriters or dealers to solicit offers by specific types of
institutions to purchase securities from Federal-Mogul at the public offering
prices set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date or dates in
the future. A commission indicated in the prospectus supplement will be paid
to underwriters, dealers and agents soliciting purchases of securities
pursuant to delayed delivery contracts accepted by Federal-Mogul.
Legal Matters
Unless otherwise indicated in the prospectus supplement, the validity of
securities being offered hereby will be passed upon for Federal-Mogul by David
M. Sherbin, Esq., Associate General Counsel and Secretary of Federal-Mogul.
Mr. Sherbin owns and holds options to purchase approximately 3,100 shares of
common stock of Federal-Mogul.
Experts
The consolidated financial statements and schedule of Federal-Mogul for
each of the three years in the period ended December 31, 1998 and the
consolidated financial statements of Federal-Mogul Ignition Company (and the
Cooper Automotive division of Cooper Industries, Inc., its predecessor) and
Federal-Mogul Products, Inc. (and the Moog Automotive division of Cooper
Industries, Inc., its predecessor) and the financial statements of Federal-
Mogul Aviation, Inc. (and Champion Aviation, Inc., a subsidiary of Cooper
Industries, Inc., its predecessor), all of which are incorporated by reference
in this document to Federal-Mogul's Form 10-K for 1998, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports and
incorporated in this document by reference to Federal-Mogul's Annual Report on
Form 10-K for 1998.
The consolidated financial statements of T&N for the three years in the
period ended December 31, 1997 incorporated by reference in this document have
been audited by KPMG Audit Plc, independent auditors, as set forth in their
reports and incorporated in this document by reference. The consolidated
financial statements audited by KPMG Audit Plc are incorporated in this
document by reference in reliance on their report given on their authority as
experts in accounting and auditing.
21
The financial statements of Fel-Pro as of December 28, 1997 and December
29, 1996 for the three years in the period ended December 28, 1997
incorporated by reference in this document have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports and
incorporated by reference in this document. The financial statements audited
by Ernst & Young LLP are incorporated in this document by reference in
reliance on the report given upon the authority of the firm as experts in
accounting and auditing.
The financial statements of the automotive divisions of Cooper Industries,
Inc. for the combined financial position as of December 31, 1996 and 1997 and
combined results of operations and cash flows for each of the three years in
the period ended December 31, 1997 incorporated by reference in this document
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports and incorporated by reference in this document. The financial
statements audited by Ernst & Young LLP are incorporated in this document by
reference in reliance on such report given upon the authority of the 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 Federal-
Mogul are as follows:
Filing fee of Securities and Exchange Commission relating to
registration statement............................................. $ 695,000
Printing and engraving expenses..................................... 125,000
Transfer agent and trustee fees and expenses........................ 20,000
Fees and expenses of counsel for Federal-Mogul...................... 150,000
Miscellaneous....................................................... 10,000
----------
Total............................................................... $1,000,000
==========
Item 15. Indemnification of Directors and Officers of Federal-Mogul
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, regarding 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 only 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 some
specific 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
II-1
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
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,
regarding 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 other specified 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 Federal-Mogul" above also relate
to the directors and officers of Federal-Mogul World Wide, Inc. and Federal-
Mogul Global Properties, Inc.
II-2
Delaware
Federal-Mogul Dutch Holdings, Inc., Federal-Mogul Global Inc., Federal-
Mogul U.K. Holdings Inc., Carter Automotive Company, Federal-Mogul Ignition
Company, Federal-Mogul Aviation, Inc., and Felt Products Mfg. Co. are
organized under the laws of the State of Delaware. Section 145 of Title 8 of
the Delaware Code 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, 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, regarding 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.
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 at various times, to
indemnify all officers and directors of the corporation. The indemnification
authorized by the bylaws will not be found 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 specific 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.
II-3
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 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, regarding 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.
Missouri
Federal Mogul Products, Inc. is organized under the laws of the State of
Missouri. Sections 351.355(1) and (2) of The General and Business Corporation
Law of the State of Missouri provide that a corporation may 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 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, 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,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably entitled
to indemnity for proper expenses. Section 351.355(3) provides that, to the
extent that a director, officer, employee or agent of the corporation has been
successful in the defense of any such action, suit or proceeding or any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorney's fees, actually
II-4
and reasonably incurred in connection with such action, suit or proceeding.
Sections 351.355(7) provides that a corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or (2),
provided such additional indemnification is authorized by the corporation's
articles of incorporation or an amendment thereto or by a shareholder-approved
bylaw or agreement, and provided further that no person shall thereby be
indemnified against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct or which involve an
accounting for profits pursuant to Section 16(b) of the Securities Exchange
Act of 1934. The Articles of Incorporation permits the registrant to enter
into agreements with its directors, officers, employees and agents providing
such indemnification as deemed appropriate, up to the maximum extent permitted
by law.
United Kingdom
F-M UK Holding Limited is organized under the laws of the United Kingdom.
Article 37 of the Articles of Association of F-M UK Holding Limited provides
that, subject to the provisions of the Companies Act 1985, every director,
officer or auditor of the company or person acting as an alternate director
shall be entitled to be indemnified out of the assets of the company against
all costs, charges, expenses, losses or liabilities which he may sustain or
incur in or about the execution of his duties to the company or otherwise in
relation thereto.
Section 310 of the Companies Act 1985 (as amended by Section 137 of the
Companies Act 1989) provides:
"(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or
not) employed by the Company as auditor from, or indemnifying him against,
any liability which by virtue of any rule of law would otherwise attach to
him in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the Company.
(2) Except as provided by the following subsection, any such provision
is void.
(3) This section does not prevent a company
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him (i) in defending any proceedings (whether
civil or criminal) in which judgment is given in his favour or he is
acquitted, or (ii) in connection with any application under section
133(3) or (4) (acquisition of shares by innocent nominee) or section 727
(general power to grant relief in case of honest and reasonable
conduct), in which relief is granted to him by the court."
Selection 727 of the Companies Act 1985 further provides:
"(1) If in any proceedings for negligence, default, breach of duty or
breach of trust against an officer of a company or a person employed by a
company as auditor (whether he is or is not an officer of the company) it
appears to the court hearing the case that that officer or person is or may
be liable in respect of the negligence, default, breach of duty or breach
of trust, but that he has acted honestly and reasonably, and that having
regard to all the circumstances of the case (including those connected with
his appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either
wholly or partly, from his liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect of
any negligence, default, breach of duty or breach of trust, he may apply to
the court for relief, and the court on the application has the same power
to relieve him under this section as it would have had if it had been a
court before which proceedings against that person for negligence, default,
breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a
judge with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuant of that
subsection to be relieved either in whole or in part from the liability
sought to be enforced against him, withdraw the case in whole or in part
from the jury and forthwith direct judgment to be entered for the defendant
or defender on such terms as to costs or otherwise as the judge may think
proper."
II-5
Item 16. Exhibits.
Exhibit No. Exhibit Description
----------- -------------------
*1.1 Form of purchase agreement--debt securities
*1.2 Form of purchase agreement--equity
3.1 Federal-Mogul's Second Restated Articles of Incorporation, as
amended (incorporated by reference to Exhibit 3.1 to Federal-
Mogul's Registration Statement No. 333-50413)
3.2 Federal-Mogul's Bylaws, as amended (incorporated by reference to
Exhibit 3.2 to Federal-Mogul's annual report on Form 10-K for
1998)
4.1 Form of senior indenture (incorporated by reference to Exhibit 4.1
to Federal-Mogul's Registration Statement No. 333-50413)
4.2 Form of subordinated indenture (incorporated by reference to
Exhibit 4.2 to Federal-Mogul's Registration Statement No. 333-
50413)
4.3 Form of senior debt securities (included in Exhibit 4.2 above)
4.4 Form of subordinated debt securities (included in Exhibit 4.3
above)
4.5 Federal-Mogul Corporation debt securities guarantee between
Federal-Mogul Corporation, as guarantor, and The Bank of New York,
as guarantee trustee
4.6 Form of Preferred Stock. Any amendment to Federal-Mogul's Restated
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.
**5.1 Opinion of David M. Sherbin, Associate General Counsel of Federal-
Mogul Corporation, as to the validity of the common stock being
registered hereby
**12.1 Computation of Ratio of Earnings to Fixed Charges
**23.1 Consent of Ernst & Young LLP
**23.2 Consent of KPMG Audit Plc
**23.3 Consent of David M. Sherbin, Associate General Counsel of Federal-
Mogul Corporation (included in his opinion filed as Exhibit 5.1)
**24.1 Power of Attorney
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
indentures (incorporated by reference to Exhibit 25.1 to Federal-
Mogul's Registration Statement No. 333-50413)
- --------
* To be filed as an exhibit to a current report of Federal-Mogul and
incorporated herein by reference.
** Filed herewith.
Item 17. Undertakings.
(a)The undersigned registrant hereby undertakes:
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 facts 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. Regardless of 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 regarding the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-6
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
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 found to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be found 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 end 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 Section 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 found to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be found to be the initial bona
fide offering thereof.
E. insofar as the 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. If 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. 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
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Southfield, State of Michigan, on the 22nd day of April, 1999.
Federal-Mogul Corporation
/s/ David M. Sherbin
By:__________________________________
David M. Sherbin
Associate General Counsel and
Secretary
II-8
FEDERAL-MOGUL CORPORATION
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities indicated on the 22nd day of April, 1999.
Signature Title
--------- -----
/s/ Richard A. Snell Chairman of the Board, President, Chief
________________________________ Executive Officer and Director (Principal
Richard A. Snell Executive Officer)
/s/ Thomas W. Ryan Executive Vice President and Chief
________________________________ Financial Officer (Principal Financial
Thomas W. Ryan Officer)
/s/ Kenneth P. Slaby Vice President and Controller (Principal
________________________________ Accounting Officer)
Kenneth P. Slaby
/s/ John J. Fannon Director
________________________________
John J. Fannon
/s/ Roderick M. Hills Director
________________________________
Roderick M. Hills
/s/ Antonio Madero Director
________________________________
Antonio Madero
/s/ Robert S. Miller, Jr. Director
________________________________
Robert S. Miller, Jr.
/s/ John C. Pope Director
________________________________
John C. Pope
/s/ Paul Scott Lewis Director
________________________________
Paul Scott Lewis
II-9
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22, 1999.
Federal-Mogul Global Inc.
/s/ Alan C. Johnson
By:__________________________________
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-10
FEDERAL-MOGUL GLOBAL INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd day of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-11
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22, 1999.
Federal-Mogul U.K. Holdings Inc.
/s/ Alan C. Johnson
By:__________________________________
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-12
FEDERAL-MOGUL U.K. HOLDINGS INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd day of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-13
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 Amendment No. 1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, State of Michigan, on April 22,
1999.
Federal-Mogul Venture Corporation
/s/ Alan C. Johnson
By:__________________________________
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-14
FEDERAL-MOGUL VENTURE CORPORATION
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd day of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Timothy W. Heffron Director
________________________________
Timothy W. Heffron
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
II-15
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22, 1999.
Federal-Mogul World Wide, Inc.
/s/ Thomas W. Ryan
By:__________________________________
Name: Thomas W. Ryan
Title: President and Chief
Financial Officer
II-16
FEDERAL-MOGUL WORLD WIDE, INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Charles B. Grant Chief Executive Officer (Principal
________________________________ Executive Officer)
Charles B. Grant
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-17
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22, 1999.
Federal-Mogul Global Properties,
Inc.
/s/ Thomas W. Ryan
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
II-18
FEDERAL-MOGUL GLOBAL PROPERTIES, INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Gordon Ulsh President and Chief Operating Officer
________________________________ (Principal Executive Officer)
Gordon Ulsh
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Gordon Ulsh Director
________________________________
Gordon Ulsh
/s/ David A. Bozynski Director
________________________________
David A. Bozynski
II-19
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 Amendment No. 1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, State of Michigan, on April 22,
1999.
Felt Products Mfg. Co.
/s/ Thomas W. Ryan
By:__________________________________
Name: Thomas W. Ryan
Title: Vice President and Chief
Financial Officer
II-20
FELT PRODUCTS MFG. CO.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April 22, 1999.
Signature Title
--------- -----
/s/ Richard A. Snell Chief Executive Officer (Principal
________________________________ Executive Officer)
Richard A. Snell
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
/s/ Wilhelm A. Schmelzer Director
________________________________
Wilhelm A. Schmelzer
/s/ Richard A. Snell Director
________________________________
Richard A. Snell
II-21
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 Amendment No. 1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, State of Michigan, on April 22,
1999.
Federal-Mogul Dutch Holdings Inc.
/s/ Alan C. Johnson
By:__________________________________
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-22
FEDERAL-MOGUL DUTCH HOLDINGS INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd day of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-23
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 Amendment No.1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Southfield, State of Michigan, on April 22,
1999.
Carter Automotive Company, Inc.
/s/ Alan C. Johnson
By:__________________________________
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-24
CARTER AUTOMOTIVE COMPANY, INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
_________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
_________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
_________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
_________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
_________________________________
Thomas W. Ryan
II-25
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22nd, 1999.
F-M UK Holding Limited
By: /s/ Alan C. Johnson
----------------------------------
Name: Alan C. Johnson
Title: President and Chief
Executive Officer
II-26
F-M UK HOLDING LIMITED
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Alan C. Johnson Chief Executive Officer (Principal
________________________________ Executive Officer)
Alan C. Johnson
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Alan C. Johnson Director
________________________________
Alan C. Johnson
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-27
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22nd, 1999.
Fel-Pro Management Co.
By:
/s/ Richard A. Snell
----------------------------------
Name:Richard A. Snell
Title: President and Chief
Executive Officer
II-28
FEL-PRO MANAGEMENT CO.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Richard A. Snell Chief Executive Officer (Principal
________________________________ Executive Officer)
Richard A. Snell
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
/s/ Wilhelm A. Schmelzer Director
________________________________
Wilhelm A. Schmelzer
II-29
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22nd, 1999.
Federal-Mogul Ignition Company
/s/ Gordon A. Ulsh
By:__________________________________
Name: Gordon A. Ulsh
Title: President and Chief
Executive Officer
II-30
FEDERAL-MOGUL IGNITION COMPANY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Gordon A. Ulsh Chief Executive Officer (Principal
________________________________ Executive Officer)
Gordon A. Ulsh
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Gordon A. Ulsh Director
________________________________
Gordon A. Ulsh
II-31
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22, 1999.
Federal-Mogul Products, Inc.
/s/ Gordon A. Ulsh
By:__________________________________
Name: Gordon A. Ulsh
Title: President and Chief
Executive Officer
II-32
FEDERAL-MOGUL PRODUCTS, INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Gordon A. Ulsh Chief Executive Officer (Principal
________________________________ Executive Officer)
Gordon A. Ulsh
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Gordon A. Ulsh Director
________________________________
Gordon A. Ulsh
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-33
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Southfield, State of Michigan, on
April 22nd, 1999.
Federal-Mogul Aviation, Inc.
/s/ Gordon A. Ulsh
By:__________________________________
Name: Gordon A. Ulsh
Title: President and Chief
Executive Officer
II-34
FEDERAL-MOGUL AVIATION, INC.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons
in the capacities and on the 22nd of April, 1999.
Signature Title
--------- -----
/s/ Gordon A. Ulsh Chief Executive Officer (Principal
________________________________ Executive Officer)
Gordon A. Ulsh
/s/ Thomas W. Ryan Chief Financial Officer (Principal
________________________________ Financial Officer)
Thomas W. Ryan
/s/ Kenneth P. Slaby Controller (Principal Accounting Officer)
________________________________
Kenneth P. Slaby
/s/ Gordon A. Ulsh Director
________________________________
Gordon A. Ulsh
/s/ Thomas W. Ryan Director
________________________________
Thomas W. Ryan
II-35
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
*1.1 Form of purchase agreement--debt securities
*1.2 Form of purchase agreement--equity
3.1 Federal-Mogul's Second Restated Articles of Incorporation, as
amended (Incorporated by reference to Exhibit 3.1 to Federal-
Mogul's Registration Statement No. 333-50413)
3.2 Federal-Mogul's Bylaws, as amended (Incorporated by reference to
Exhibit 3.2 to Federal-Mogul's annual report on form 10-k for
1998)
4.1 Form of senior indenture (Incorporated by reference to Exhibit 4.1
to Federal-Mogul's Registration Statement No. 333-50413)
4.2 Form of subordinated indenture (Incorporated by reference to
Exhibit 4.2 to the Federal-Mogul's Registration Statement No. 333-
50413)
4.3 Form of senior debt securities (included in Exhibit 4.2 above)
Form of subordinated debt securities (included in Exhibit 4.3
4.4 above)
*4.5 Federal-Mogul Corporation debt securities guarantee between
Federal-Mogul Corporation, as guarantor, and The Bank of New York,
as guarantee trustee
4.6 Form of Preferred Stock. Any amendment to Federal-Mogul's Restated
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.
**5.1 Opinion of David M. Sherbin, Associate General Counsel of Federal-
Mogul Corporation, as to the validity of the common stock being
registered hereby
**12.1 Computation of ratio of earnings to fixed charges
*23.1 Consent of Ernst & Young LLP
**23.2 Consent of KPMG Audit Plc
**23.3 Consent of David M. Sherbin, Associate General Counsel of Federal-
Mogul Corporation (included in his opinion filed as Exhibit 5.1)
**24.1 Power of Attorney
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
indentures (incorporated by reference to Federal-Mogul's
Registration Statement No. 333-50413)
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* To be filed as an exhibit to a current report of Federal-Mogul and
incorporated herein by reference.
** Filed herewith.