SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 15, 2001 (Date of earliest event reported) FEDERAL-MOGUL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Michigan ---------------------------------------------- (State or other jurisdiction of incorporation) 1-1511 38-0533580 - ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 26555 Northwestern Highway, Southfield, Michigan 48034 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (248) 354-7700 ---------------------------------------------------- (Registrant's telephone number, including area code) 1 INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events Federal-Mogul Corporation (the "Corporation") recently issued to an investor an aggregate of 1,909,197 shares of its common stock, without par value, in exchange for $10 million aggregate principal amount of the Company's 7 1/2 % Notes due July 1, 2004 (and accrued interest thereon) and $10 million aggregate principal amount of the Company's 7 1/2 % Notes due 2009 (and accrued interest thereon) held by such investor. The Corporation may consider entering into additional similar transactions from time to time. This is neither a solicitation to sell or to purchase any debt or equity securities of the Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 15, 2001 FEDERAL-MOGUL CORPORATION By: /s/ David M. Sherbin ------------------------------ Name: David M. Sherbin Title: Vice President, Deputy General Counsel and Secretary 2