UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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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 1 of 6 pages<PAGE>
SCHEDULE 13G
|CUSIP No. 313549107 | |Page 2 of 6 Pages |
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|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 | | 1,135,926 See Item 4(c) |
| Each | 7 | Sole Dispositive Power |
| Reporting | | |
| Person | | -0- See Item 4(c) |
| With | 8 | Shared Dispositive Power |
| | | |
| | | 1,886,320 See Item 4(c) |
|9 |Aggregate Amount Beneficially Owned By Each Reporting Person |
| | |
| | 1,886,320 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) |
| | |
| | 5.0% |
|12|Type Of Reporting Person* |
| | |
| |EP |
SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 6 Pages
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
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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 (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: 1,886,320 (See Item 4(c))
(b) Percent of Class: 5.0%
(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
-1,135,926. 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 the issuer("F-M Stock") and the
Page 4 of 6 Pages
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
(iii) sole power to dispose or to direct the
disposition of - 0
(iv) shared power to dispose or to direct the
disposition of - 1,886,320.
(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 other 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
Page 5 of 6 Pages
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.
<PAGE>
Page 6 of 6 pages
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: January 24, 1995
COMERICA BANK
JOHN L. RONALD
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Signature
John L. Ronald
Vice President
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Name/Title
