UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
FEDERAL-MOGUL CORPORATION
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(Name of Issuer)
Common Stock $5.00 par value
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(Title of Class of Securities)
313549107
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(CUSIP Number)
Check the following box if a fee is being paid with the statement
| |. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
<TABLE>
SCHEDULE 13G
|CUSIP No. 313549107
<C> <S>
| |
|
|1| Name of Reporting Person
|
| | S.S. or I.R.S. Identification No. of Above Person
|
| |
|
| | Federal-Mogul Corporation Salaried Employees' Stock Ownership
| Trust;
| | Comerica Bank, Trustee (as successor by merger to Manufacturers
| Bank, N.A.
|
|2| Check The Appropriate Box If A Member Of A Group*
(a)| | |
| |
(b)|X| |
| |
|
|3| SEC Use Only
|
| |
|
| |
|
| |
|
|4| Citizenship or Place of Organization
|
| |
|
| | Michigan
|
| 5 | Sole Voting Power
|
| | |
|
| Number Of | | -0- See Item 4(c)
|
| Shares | 6 | Shared Voting Power
|
|Beneficially | |
|
| Owned By | | 1,309,092 See Item 4(c)
|
| Each | 7 | Sole Dispositive Power
|
| Reporting | |
|
| Person | | -0- See Item 4(c)
|
| With | 8 | Shared Dispositive Power
|
| | |
|
| | | 1,888,032 See Item 4(c)
|
|9 | Aggregate Amount Beneficially Owned By Each Reporting Person
|
| |
|
| | 1,888,032 See Item 4(c)
|
|10| Check Box If The Aggregate Amount In Row (9) Excludes
| ||
| | Certain Shares*
|
| |
|
|11| Percent Of Class Represented By Amount In Row (9)
|
| |
|
| | 6.0%
|
|12| Type Of Reporting Person*
|
| |
|
| | EP
|
SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
<PAGE>
Item 1(a) Name of Issuer:
FEDERAL-MOGUL CORPORATION (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 1966
Detroit, Michigan 48235
Item 2(a) Name of Person Filing:
Federal-Mogul Corporation
Salaried Employees' Stock Ownership Trust
(the "Trust");
Comerica Bank, Trustee
Item 2(b) Address of Principal Business Office:
Trust Trustee
P.O. Box 1966 P.O. Box 75000
Detroit, MI 48235 Detroit, MI
48275-3466
Item 2(c) Citizenship:
Michigan
Item 2(d) Title of Class of Securities:
Common Stock of $5.00 par value
(Series C ESOP Convertible Preferred Stock - each
share being convertible into two shares of Common
Stock ("ESOP Preferred Stock"))
Item 2(e) CUSIP No.: 313549107
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or endowment Fund.
Item 4. Ownership
(a) Amount Beneficially Owned: 1,888,032 (See Item
4(c))
(b) Percent of Class: 6.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0
(ii) shared power to vote or to direct the vote
- 1,309,092. Each of the Company's employees
who
is a Salaried Employees' Investment Program
("Plan") participant is entitled to instruct
the trustee of the Plan, Comerica Bank
(successor by merger to Manufacturers Bank,
N.A.) ("Trustee"), on how to vote the shares
of Common Stock of $5.00 par value of the
issuer ("F-M Stock") and the ESOP
Preferred Stock (together, the "Company
Stock") credited to such participant's
accounts under the Plan. The Trustee is
obligated to vote or not vote
all Company Stock (with voting rights) that
is not allocated to a participant's account
and all Company Stock (with voting rights)
allocated to a participant's account which
is not voted by a participant because the
participant has not directed (or not timely
directed) the Trustee as to the manner
in which such Company Stock is to be
voted,in the same proportion as those
allocated shares of Company Stock for which
the Trustee has receive proper direction.
Notwithstanding the above, shares of the
ESOP Preferred Stock shall be voted by the
Trustee separately as a series (in
accordance with the procedures and
rules above, applied separately to the
ESOP Preferred Stock) with respect to any
alteration, amendment or repeal of any
provision of the Restated Articles of
Incorporation of the Company, as amended,
or the Certificate of Designations of ESOP
Preferred Stock if such amendment,
alteration or repeal would alter or change
the powers, preferences or special
rights of the Preferred Stock.
(iii) sole power to dispose or to direct the
disposition of- 0
(iv) shared power to dispose or to direct the
disposition of - 1,888,032.
(A) In the event of any tender offer for,
or request
or invitation for tenders of, shares of
a class of Company stock or other
securities of the Company
(or an Affiliated Company), each Plan
participant may direct the Trustee to
accept or reject the offer or to tender
or not tender the shares of Company
Stock or other securities of
the Company (or an Affiliated Company)
credited to such participant's account
under the Plan. With respect to such
securities which are not allocated to
a participant's account, the Trustee
shall tender such shares of Company
Stock or ther securities of the Company
(or an Affiliated Company) in the same
proportion as the number of
such shares of Company Stock or other
such securities for which
tender instructions are received bears
to the total number of such shares
of Company Stock or other such
securities for which instructions could
have been received. The Trustee may
not tender all other shares of Company
Stock or other securities of the
Company (or an Affiliated Company).
(B) Although the Trustee does not normally
trade shares of Company Stock held by
it, under certain circumstances a
participant may give instructions
regarding his or her accounts which may
result in the transfer of certain
shares by the Trustee. In addition,
the Trustee is empowered to cause
the Preferred Stock to be converted
into Common Stock and may sell such
Common Stock for the
benefit of the participants.
The filing of this statement shall not be construed as an
admission that the Trust or the Trustee, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, is the beneficial owner of any securities covered by this
statement.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The Trust holds shares of Company Stock (See Item 2(d)
above) for the benefit of current and certain former
employees of the Company who are participants in the Plan.
Participants in the Plan have the right, pursuant to the
terms of the Plan, to the value of dividends
paid in cash or Company Stock received by the Trustee with
respect to allocated shares of Company Stock held for the
participants in their accounts. Participants also have
the right to the proceeds from the redemption of the
Preferred Stock upon distribution from the Plan.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By Parent
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 10, 1994
COMERICA BANK
(JOHN L. RONALD)
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Signature
John L. Ronald
Vice President
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Name/Title
