SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 1, 1997
(Date of earliest event reported)
FEDERAL-MOGUL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
1-1511 38-0533580
(Commission File Number) (IRS Employer Identification Number)
26555 Northwestern Highway, Southfield, Michigan 48034
(Address of principal executive offices) (Zip Code)
(248) 354-7700
(Registrant's telephone number including area code)
The total number of pages is 3<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
ITEM 9. Sales of Equity Securities Pursuant to Regulation S
On December 1, 1997 Federal-Mogul Corporation (the
"Corporation") closed on a $500 million private issue of 10,000,000
shares of 7% Trust Convertible Preferred Securities (the "Preferred
Securities") with a liquidation value of $50.00 per convertible
security. Morgan Stanley Dean Witter acted as the Underwriter and
Initial Purchaser of the Preferred Securities (the "Initial
Purchaser").
The aggregate offering price was equal to $500 million and the
Corporation granted to the Initial Purchaser an option to purchase
an additional 1,500,000 Preferred Securities to cover over-
allotments, if any. The Initial Purchaser was paid a commission
equal to three percent (3%) of the total offering price. The
Preferred Securities have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). Sales
have only been made to qualified institutional buyers in reliance
on Rule 144A under the Securities Act and outside of the United
States in compliance with Regulation S under the Securities Act.
The Preferred Securities will be convertible, at the option of
the holders thereof, any time beginning 90 days following the
latest date of original issuance of any Preferred Securities
through the close of business on the business day prior to the
maturity date of the related convertible subordinated debentures
(or, in the case of Preferred Securities called for redemption,
prior to the close of business on the business day prior to the
redemption date), at the option of the holders thereof, and in the
manner described below, into shares of the Corporation's Common
Stock at an initial conversion rate of .9709 shares of the
Corporation's Common Stock for each Preferred Security (equivalent
to a Conversion Price of $51.50 per share of the Corporation's
Common Stock), subject to certain adjustments as more fully
described in the Offering Memorandum for the Preferred Securities.
The Conversion Price will be reset if the Corporation's offer to
purchase T&N plc (the "Offer") is withdrawn or if the Offer is not
declared unconditional in all respects on or prior to September 25,
1998. Within one business day after the date (the "Date of Non-
Completion") which is the earlier of (a) the date of such
withdrawal or (b) September 25, 1998, if the Offer is not declared
unconditional in all respects, the Corporation will provide notice
of such occurrence to the holders of the Preferred Securities.
Effective as of the fourteenth Trading Day following the Date of
Non-Completion, the Conversion Price of the Preferred Securities
will be adjusted to the lower of (a) the Conversion Price in effect
immediately prior to the Date of Non-Completion and (b) the product
of (i) the average of the daily closing prices of the Corporation's
Common Stock during the ten consecutive trading days beginning on
the third trading day after the Date of Non-Completion and (ii)
1.239 (which represents the initial Conversion Price divided by the
reported last sale price of a share of the Corporation's Common
Stock on the New York Stock Exchange on November 24, 1997 (the
"Ratio")); provided, that in no event shall the Conversion Price be
reset to less than $41.51 ($33 1/2, the reported last sale price of
a share of the Corporation's Common Stock on September 25, 1997,
the last Trading Day prior to the first announcement relating to
the Offer, multiplied by the Ratio).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
FEDERAL-MOGUL CORPORATION
By: /s/Diane L. Kaye
Diane L. Kaye
Title: Vice President,
General Counsel
and Secretary
Dated: December ___, 1997
