As filed with the Securities and Exchange Commission on August 18, 1994
Registration No.33___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL-MOGUL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-0533580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26555 Northwestern Highway,
Southfield, Michigan 48034
(810) 354-7700
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
George N. Bashara, Jr.
Vice President, General Counsel and Secretary
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
(810) 354-8662
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to public: As
soon as practicable after the Registration Statement is declared
effective.
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, please
check the following box: [x]
<PAGE>
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Maximum Proposed
Offering Maximum
Title of Price Aggregate Amount of
Securities to Amount to be Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ------------- ------------ --------- --------- ------------
Common Stock 50,000 shares $27.50 $1,375,000 $475
without par
value (2)
(1) Estimated solely for purposes of calculating the registration
fee at $27.50 per share, the average of the high and low
prices for shares of Common Stock on August 16, 1994 on the New
York Stock Exchange, as reported in The Wall Street Journal,
pursuant to Rule 457(c).
(2) Includes Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
/TABLE
<PAGE>
<PAGE> 3
[PRELIMINARY PROSPECTUS LEGEND]
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.
<PAGE>
<PAGE> 4
PRELIMINARY PROSPECTUS
FEDERAL-MOGUL CORPORATION
26555 Northwestern Highway
Southfield, Michigan 48034
(810) 354-7700
------------------------
50,000 Shares of Common Stock
without par value
-------------------------
The 50,000 shares of Common Stock of Federal-Mogul
Corporation (the "Company") offered by this Prospectus are
outstanding shares of Common Stock that may be sold from time to time
in the market or in other transactions by certain shareholders of the
Company. See "Selling Shareholders" and "Plan of Distribution".
None of the proceeds of these sales will be received by the Company.
The Common Stock is listed on the New York Stock Exchange
under the trading symbol "FMO". Any Common Stock sold pursuant to
this Prospectus will be listed on such exchange, subject to official
notice of issuance. On August 16, 1994, the last sale price for
the Common Stock was $27.75, as reported in The Wall Street Journal.
-------------------------
This offering is not underwritten.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No dealer, salesman or other person has been authorized to give
any information or to make any representations not contained in this
Prospectus in connection with the offer made hereby, and, if given
or made, such information or representation must not be relied upon.
The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to the date
hereof.
-----------------------
The date of this Prospectus is August 1994.
------<PAGE>
<PAGE> 5
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE HEREIN, AND ANY INFORMATION OR
REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT,
DEALER OR UNDERWRITER. THIS PROSPECTUS OR PROSPECTUS SUPPLEMENT
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER
OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF SUCH INFORMATION. <PAGE>
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Federal-Mogul Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein
by reference:
(i) An Annual Report on Form 10-K for the year ended
December 31, 1993;
(ii) A Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1994, dated May 13, 1994;
(iii) A Current Report on Form 8-K dated February 8,
1994;
(iv) A current Report on Form 8-K/A dated February 11,
1994 amending a Current Report on Form 8-K dated
November 10, 1993;
(v) A Current Report on Form 8-K dated July 25, 1994;
and
(vi) A Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1994, dated August 11, 1994.
All documents filed hereafter by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities
being offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each
such document. Any statement contained in a document incorporated
by reference or deemed to be incorporated herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
<PAGE>
<PAGE> 7
This prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents (not
including exhibits to such documents, unless such exhibits are
incorporated by reference in such documents) are available without
charge upon written or oral request directed to: George N. Bashara,
Jr., Secretary, Federal-Mogul Corporation, 26555 Northwestern
Highway, Southfield, Michigan 48034 (Telephone: (810) 354-7700).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information may be inspected
and copies may be obtained at the principal office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc.
("NYSE"), 20 Broad Street, New York, New York 10005; and the
Pacific Stock Exchange, Inc. ("PSE"), 618 South Spring Street, Los
Angeles, California 90014, and 301 Pine Street, San Francisco,
California 94104.
<PAGE>
<PAGE> 8
Federal-Mogul has filed with the Commission a Registration
Statement (herein, together with all amendments thereto, called the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities
offered hereby. This Prospectus does not contain all of the
information included in the Registration Statement and the exhibits
and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document referred to
herein and filed as an exhibit to the Registration Statement are
not necessarily complete, and, in each instance, reference is made
to the copy of such contract or other document filed as an exhibit
to the Registration Statement, each such statement being qualified
in all respects by such reference. For further information with
respect to Federal-Mogul and the securities, reference is hereby
made to the Registration Statement and the exhibits and schedules
thereto.
THE COMPANY
Federal-Mogul Corporation is a global distributor and
manufacturer of a broad range of precision parts, primarily vehicular
components for automobiles, light trucks, heavy duty trucks and farm
and construction vehicles and industrial products. Through the
Company's worldwide distribution network, Federal-Mogul sells
replacement parts in the vehicular aftermarket (the "Aftermarket")
to independent warehouse distributors, local parts suppliers and
retail parts stores. The Company also sells parts to original
equipment ("OE") manufacturers, principally the major automotive
manufacturers in the United States and Europe.
In 1993, the Company's net sales were $1,575.5 million. For the
six-month period ended June 30, 1994, the Company's net sales were
$935.1 million.
The Company was incorporated in 1924 under Michigan law to carry
on a business begun in 1900. The Company's executive offices are
located at 26555 Northwestern Highway, Southfield, Michigan 48034,
telephone number (810) 354-7700.
<PAGE>
<PAGE> 9
PLAN OF DISTRIBUTION
The 50,000 shares of the Common Stock being offered by this
Prospectus are being offered by certain shareholders of the Company
named under "Selling Shareholders" (the "Selling Shareholders"). Such
shares were issued to the Selling Shareholders by the Company in
connection with the acquisition of a portion of the outstanding
shares of common stock of CONABA, S.A. de C.V. (Mexico) ("CONABA")
on August 11, 1994.
As a result of the acquisition, the Company increased its
holdings of the outstanding common stock of CONABA from 51% to 93%
of the outstanding shares. The remaining 7% of the outstanding
shares of CONABA stock are held by past and present employees of
CONABA. The Company intends to acquire such shares directly from
these individuals for cash on or before December 31, 1994 at which
time the Company will own 100% of the outstanding shares of CONABA.
The shares offered by the Selling Shareholders (including his
or her donees, distributees, pledgees, and personal representatives)
may be sold from time to time (a) in transactions in the over-the-
counter market; (b) in option transactions; (c) in negotiated
transactions; or (d) through other means. The Selling Shareholders
may also sell some or all of the shares in transactions involving
broker-dealers who may acquire shares as principal. Sales will be
in the quantities, at the time, and through registered broker-dealers
to be determined from time to time by the Selling Shareholders. No
arrangements for any broker-dealer to act on behalf of the Selling
Shareholders have been made. It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only
their customary brokerage commissions. Participating broker-dealers
may be deemed underwriters of the shares within the meaning of the
Securities Act of 1933, in which event all such compensation to be
received by them may be deemed underwriting compensation.
Sales of the shares offered by the Selling Shareholders will be
made at gross prices per share approximating market prices prevailing
at the time of the sales. The Company will not receive any of the
proceeds of the sales. Any brokerage commissions due to any broker
engaged by the Selling Shareholders, and any expenses incurred by the
Selling Shareholders in connection with the offering made hereby,
will be borne by the Selling Shareholders. The Company is bearing
the legal and accounting expense incurred in the preparation and
filing of the Registration Statement of which this Prospectus is a
part and the filing fee thereunder.
<PAGE>
<PAGE> 10
SELLING SHAREHOLDERS
Certain information is provided below with respect to the
Selling Shareholders. The information includes the name and address
of the Selling Shareholder, present positions, offices and material
relationships with the Company and its subsidiaries and any during
the past three years, the number of shares of Common Stock of the
Company presently owned, and the number offered by this Prospectus.
<TABLE>
<CAPTION>
Shares of
Present Positions, Offices, Federal-Mogul Corporation
Relationships with Common Stock
Federal-Mogul Corporation ------------------------------
and its subsidiaries Owned as of Offered
and Any During the Past Date of this by this
Name/Address 3 Years Prospectus Prospectus
- ------------ -------------------------- -------------- -------------
<S> <C> <C> <C>
G. Ena Esther Zaldivar Martinez None 22,619 22,619
Magnolias 10
Colonia Flores Magon
53820, Naucalpan Estado de
Mexico
Francisco Javier Vales Zaldivar None 2,381 2,381
Ave. de Las Palmas 765 Desp. 502
Colonia Lomas de Chapultepec
11000 Mexico D.F.
Carlos Antonio Vales Ochoa None 3,465 3,465
Norte 59 no. 880-C
Fracc. Industrial Vallejo
02300 Mexico D.F.
Carlos Fernando Vales Camara None 21,535 21,535
Norte 59 no. 880-C
Fracc. Industrial Vallejo
02300 Mexico D.F.
</TABLE>
<PAGE>
<PAGE> 11
LEGAL OPINIONS
George N. Bashara, Jr., Vice President, General Counsel and Secretary
of the Company, is passing upon the validity of the Common Stock.
INDEPENDENT AUDITORS
The consolidated financial statements and schedules of Federal-Mogul
Corporation appearing in Federal-Mogul Corporation's Annual Report (Form
10-K) for the year ended December 31, 1993, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.
The combined statements of assets and liabilities of Sealed Power
Corporation and Sealed Power Corporation of Canada, Ltd. at December 31,
1992 and 1991 and the related combined statements of revenues and expenses
and changes in equity and cash flows for each of the years then ended,
appearing in Federal-Mogul Corporation's Form 8-K dated November 10, 1993,
as amended on Form 8-K/A, dated February 11, 1994, and incorporated herein
by reference, have been audited by Arthur Andersen & Co., independent public
accountants, as indicated in their report, with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
<PAGE>
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following estimated expenses have been incurred by the issuer.
No portion of such expenses are to be borne by the Selling Shareholders:
Securities and Exchange Commission filing fee... $ 475
Accounting fees and expenses.................... 1,000
Legal fees and expenses......................... 1,500
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 561 through 569 of the Michigan Business Corporation Act
(the "Act"), and Article XI of the Company's Bylaws relate to the
indemnification of the Company's directors and officers, among
others, in a variety of circumstances against liabilities arising
in connection with the performance of their duties.
The Act -- 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 the
Company or its shareholders (and, with respect to a criminal
proceeding, if they have no reasonable cause to believe their
conduct to be unlawful) against (i) expenses (including attorney
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 the Company) arising out of a position
with the Company (or with some other entity at the Company's
request) and (ii) expenses (including attorney 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 the Company, unless the director or officer is found
liable to the Company and an appropriate court does not determine
that he or she is nevertheless fairly and reasonably entitled to
indemnification.
<PAGE>
<PAGE> 13
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) by
independent legal counsel, (c) by all independent directors who are
not parties or threatened to be made parties to the action, suit or
proceeding or (d) by the shareholders (but shares held by directors
or officers who are parties or are threatened to be made parties
may not be voted). In certain circumstances, the Act further
permits advances to cover such expenses before a final
determination that indemnification is permissible, upon receipt of
a written affirmation by the director or officer of their good-faith
belief that they have met the applicable standard of conduct
set forth in the Act, receipt of a written undertaking by or on
behalf of the director or officer to repay such amounts unless it
shall ultimately be determined that they are entitled to
indemnification, and a determination that the facts then known to
those making the advance would not preclude indemnification.
Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the
Company's Articles of Incorporation, Bylaws, or contractual
agreement. The Act permits the Company to purchase insurance on
behalf of its directors and officers against liabilities arising
out of their positions with the Company whether or not such
liabilities would be within the foregoing indemnification
provisions.
<PAGE>
<PAGE> 14
The Company's Bylaws -- Under the Company's Bylaws, the Company 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 (other than an
action by or in the right of the Company, a "derivative
action") and any appeal thereof by reason of the fact that such
person is, was or agreed to become a director or officer of the
Company, against expenses (including attorney 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 the Company or its
shareholders, and, with respect to any criminal action or
proceeding had no reasonable cause to believe 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 attorney fees) and amounts paid in
settlement incurred in connection with such an action and, where
the person is found to be liable to the Company, 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
indemnity and then only for expenses which the court considers
proper.
<PAGE>
<PAGE> 15
The Company's Bylaws provide that the Company 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 the Company with an undertaking to reimburse the Company
if it is ultimately determined that such person is not entitled to
indemnification. The Company shall provide indemnification to any
person who is or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise
to the same degree as the foregoing indemnification of directors
and officers. In addition, the Company may purchase and maintain
insurance on behalf of any person who is or was a director or
officer of the Company (or is serving or was serving at the request
of the Company 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 the company would have the
power or the obligation to indemnify such person against such
liability under the provisions of the Company's Bylaws.
<PAGE>
<PAGE> 16
ITEM 16. EXHIBITS
*4.1 The Company's Second Restated Articles of Incorporation, as
amended (filed as Exhibit 3.1 to Company's Form 10-Q for the
quarter ended September 30, 1992).
*4.2 The Company's Bylaws, as amended (filed as Exhibit 3.2 to
the Company's 1991 10-K).
*4.3 Rights Agreement ("Rights Agreement") between the Company
and National Bank of Detroit as Rights Agent (filed as Exhibit 1 to
the Company's Form 8-A Registration Statement dated November 7,
1988).
*4.4 Amendment dated July 25, 1990, to Rights Agreement (filed
as Exhibit 4.5 to the 1990 Second Quarter 10-Q).
*4.5 Amendment Number Two dated as of September 23, 1992 to
Rights Agreement (filed as Exhibit 4.4 to the 1992 10-K).
*4.6 Revolving Credit and Competitive Advance Facility Agreement dated
June 30, 1994 (filed as Exhibit 4.11 to Pre-Effective Amendment
No. 1 to a Registration Statement on Form S-3, No. 33-54717 dated
as of August 3, 1994).
**5.1 Opinion of George N. Bashara, Jr.
**23.1 Consent of Ernst & Young LLP, independent auditors.
**23.2 Consent of Arthur Andersen & Co., independent public accountants.
**23.3 Consent of George N. Bashara, Jr. (included in Exhibit 5.1).
**24.1 Power of Attorney is included on page 20
* Previously filed
** Filed herewith<PAGE>
<PAGE> 17
ITEM 17. UNDERTAKINGS
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 fact or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to
such information in the registration statement; provided, however,
that (A)(i) and (A)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and 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 the registration statement.
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering;
<PAGE>
<PAGE> 18
(d) that, insofar as indemnification for liabilities arising under
the Securities act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions
described under Item 15 above, 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 such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by 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 such Act and will be governed
by the final adjudication of such issue;
(e) that, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
<PAGE>
<PAGE> 19
(f) that, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
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 the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Southfield,
Michigan on August 18, 1994.
FEDERAL-MOGUL CORPORATION
By: /s/ Martin E. Welch III
--------------------------
Martin E. Welch III
Senior Vice President
and Chief Financial Officer
<PAGE>
<PAGE> 20
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints George N. Bashara, Jr. and Stephanie G. Heim, and each of them
acting alone, his true and lawful attorneys-in-fact and agents, with full
power and substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, under
the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons of the Registrant in the capacities and dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Dennis J. Gormley
- ------------------------ Chairman of the Board August 18, 1994
Dennis J. Gormley and Chief Executive
Officer and Director
(Principal Executive
Officer)
/s/ Martin E. Welch III
- ------------------------ Senior Vice President August 18, 1994
Martin E. Welch III and Chief Financial
Officer (Principal
Financial Officer)
/s/ James B. Carano
- ------------------------ Vice President and August 18, 1994
James B. Carano Controller (Principal
Financial Officer)
/s/ John J. Fannon
- ------------------------ Director August 18,1994
John J. Fannon
/s/ Roderick M. Hills
- ------------------------ Director August 18,1994
Roderick M. Hills
<PAGE>
<PAGE> 21
/s/ Antonio Madero
- ------------------------ Director August 18,1994
Antonio Madero
/s/ Walter J. McCarthy, Jr.
- ------------------------ Director August 18,1994
Walter J. McCarthy, Jr.
/s/ Robert S. Miller, Jr.
- ------------------------ Director August 18, 1994
Robert S. Miller, Jr.
/s/ John C. Pope
- ------------------------ Director August 18, 1994
John C. Pope
/s/ Dr. Hugo Michael Sekyra
- ------------------------ Director August 18, 1994
Dr. Hugo Michael Sekyra
<PAGE>
<PAGE> 22
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
*4.1 The Company's Second Restated Articles of Incorporation, as
amended (filed as Exhibit 3.1 to Company's Form 10-Q for the
quarter ended September 30, 1992)
*4.2 The Company's Bylaws, as amended (filed as Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 1991
*4.3 Rights Agreement ("Rights Agreement") between the Company and
National Bank of Detroit as Rights Agent (filed as Exhibit 1
to the Company's Form 8-A Registration Statement dated
November 7, 1988)
*4.4 Amendments dated July 25, 1990, to Rights Agreement (filed as
Exhibit 4.5 to the 1990 Second Quarter 10-Q)
*4.5 Amendment Number Two dated as of September 23, 1992 to Rights
Agreement (filed as Exhibit 4.4 to the 1992 10-K)
*4.6 Revolving Credit and Competitive Advance Facility Agreement
dated as of June 30, 1994 (filed as Exhibit 4.11 to Pre-
Effective Amendment No. 1 to a Registration Statement on Form
S-3, No. 33-54717 dated as of August 3, 1994).
**5.1 Opinion of George N. Bashara, Jr.
**23.1 Consent of Ernst & Young LLP, independent auditors
**23.2 Consent of Arthur Andersen & Co., independent public accountants
**23.3 Consent of George N. Bashara, Jr. (included in Exhibit 5.1)
**24.1 Power of Attorney is included on page 20
-----------------------------------
* Previously filed
** Filed herewith
EXHIBIT 5 - OPINION OF GEORGE N. BASHARA, JR.
August 18, 1994
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Ladies and Gentlemen:
This opinion is delivered in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, for the registration of 50,000 shares of Common Stock ( the
"Shares") of the Company. All of the Shares included in the Registration
Statement were issued by the Company in connection with the acquisition of
shares of CONABA, S.A. de C.V. (Mexico).
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Michigan, with corporate power under such laws to issue the Shares;
and
(2) The Shares have been duly authorized and issued and when
sold in accordance with the procedures described in the Registration
Statement, including the Prospectus relating to the Shares, the
Shares will be legally issued, fully paid and nonassessable.
I consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
George N. Bashara, Jr.
EXHIBIT 23.1 - CONSENT OF ERNST & YOUNG LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Auditors" in the Registration Statement on Form S-3 and the related
combined Prospectus of Federal-Mogul Corporation for the registration
of 50,000 shares of common stock, and to the incorporation by reference
therein of our report dated February 8, 1994, with respect to the
consolidated financial statements and schedules of Federal-Mogul
Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
August 18, 1994
Chicago, Illinois
August 18, 1994
EXHIBIT 23.2 - CONSENT OF ARTHUR ANDERSEN & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated October 29,
1993, included in Federal-Mogul Corporation's Form 8-K, dated November 10,
1993, as amended by Form 8-K/A, dated February 11, 1994, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
August 18, 1994
