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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 8, 1996
Commission File Number: 1-1511
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FEDERAL-MOGUL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0533580
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
26555 Northwestern Highway, Southfield, Michigan 48034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (810) 354-7700
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS.
The Board of Directors of Federal-Mogul Corporation elected
Richard A. Snell to the posts of chairman, president and chief
executive officer of the Company effective on or before November
30, 1996. Mr. Snell replaces Roderick Hills as chairman and
Robert S. Miller who served as acting chief executive officer
and president of the Company. Messrs. Hills and Miller, members
of the Company's Board of Directors, were elected to their
positions following the resignation on September 17, 1996, of
Dennis J. Gormley, the previous chairman, president and chief
executive officer of the Company.
Mr. Snell was employed by Tenneco, Inc. since 1987 and as
president and chief executive officer of Tenneco Automotive
since 1993. Before becoming president and chief executive
officer of Tenneco Automotive, he served as senior vice president
of Tenneco Automotive, heading its Walker Manufacturing Division
and its international retail business.
Mr. Snell's base salary for 1997 will be $600,000 with a
target bonus of $450,000 based upon the achievement of objective
criteria approved by the Board of Directors. The maximum possible
bonus for 1997 is $675,000.
The Board also noted that a significant percentage of Mr.
Snell's compensation is equity based and is tied to increases
in the price of Federal-Mogul common stock. Specifically, the
Board awarded Mr. Snell a total of up to 415,000 options and
shares of restricted stock in addition to his cash compensation.
Mr. Snell will receive 50% of the total award if the closing
price on the New York Stock Exchange of Federal-Mogul common stock
averages $30 for twenty consecutive days during the third year of
his employment with the Company. If the price fails to reach $30
during such time period, the price must reach $35 for twenty
consecutive days during the fourth year of employment, or $40 for
twenty consecutive days during the fifth year of his employment.
If these stock price targets are not achieved, 50% of the total
award is forfeited. The remainder of the award vests 20% each
year over 5 years.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereto
duly authorized.
FEDERAL-MOGUL CORPORATION
(Diane L. Kaye)
By:-------------------------------
Diane L. Kaye
Vice President, General Counsel
and Secretary
Dated as of November 8, 1996
