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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
FEDERAL-MOGUL CORPORATION
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(Name of Issuer)
Common Stock
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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
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SCHEDULE 13G
CUSIP No. 313549107 Page 2 of 6 Pages
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.)
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2 Check The Appropriate Box If A Member Of A Group* (a)
(b) X
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3 SEC Use Only
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4 Citizenship or Place of Organization
Michigan
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5 Sole Voting Power
Number Of -0- See Item 4(c)
Shares ---------------------------------------------------------------
Beneficially 6 Shared Voting Power
Owned By 794,328 See Item 4(c)
Each ---------------------------------------------------------------
Reporting 7 Sole Dispositive Power
Person -0- See Item 4(c)
With ---------------------------------------------------------------
8 Shared Dispositive Power
1,785,240 See Item 4(c)
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,785,240 See Item 4(c)
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10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares*
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11 Percent Of Class Represented By Amount In Row (9)
4.9 percent
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12 Type Of Reporting Person*
EP
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SEE INSTRUCTIONS BEFORE FILLING OUT
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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: 1,785,240 (See Item 4(c))
(b) Percent of Class: 4.9 percent
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Page 4 of 6 Pages
(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 -
794,328. 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 Company 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 ESOP 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 - 1,785,240.
(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
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Page 5 of 6 Pages
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 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
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following X.
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 ESOP
Preferred Stock upon distribution from the Plan.
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Page 6 of 6 Pages
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 7, 1996
COMERICA BANK
(John L. Ronald)
Signature
John L. Ronald
Vice President
Name/Title
