Filed pursuant to Rule 424(b)(3)
PROSPECTUS Registration Statement 33-55135
FEDERAL-MOGUL CORPORATION
26555 Northwestern Highway
Southfield, Michigan 48034
(810) 354-7700
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50,000 Shares of Common Stock
without par value
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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.
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This offering is not underwritten.
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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.
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The date of this Prospectus is September 2, 1994.
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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.
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.
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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.
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.
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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.
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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.
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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>
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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.
