<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period Ended JUNE 30, 1998
-----------------------------------------------------------
Commission File Number 1-1511
---------------------------------------------------------
FEDERAL-MOGUL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-0533580
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26555 NORTHWESTERN HIGHWAY, SOUTHFIELD, MICHIGAN 48034
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(248)354-7700
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock - 53,305,789 of August 10, 1998
-1-
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
Millions of Dollars, Except Per Share Amounts
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
--------------------- ---------------------
1998 1997 1998 1997
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $1,214.0 $ 481.8 $ 1,872.0 $ 967.4
Cost of products sold 896.6 366.5 1,393.3 740.0
-------- -------- --------- ---------
Gross margin 317.4 115.3 478.7 227.4
Selling, general and administrative expenses (180.8) (70.8) (278.9) (146.7)
Amortization (25.0) (2.7) (35.1) (5.2)
Purchased in-process research and development charge - - (18.6) -
Restructuring charges - - (10.5) -
Adjustment of assets held for sale to fair value 1.0 - (19.0) -
Integration costs (4.7) - (4.7) -
Interest expense (52.7) (9.0) (66.1) (18.8)
Interest income 2.1 1.1 6.7 1.8
International currency exchange gains (losses) (1.2) .1 (2.3) -
Net gain on British pound currency option and
forward contract - - 13.3 -
Other income (expense), net (2.8) .4 (8.6) (1.6)
-------- -------- --------- ---------
Earnings Before Income Taxes
and Extraordinary Item 53.3 34.4 54.9 56.9
Income tax expense 24.9 5.9 33.7 14.5
-------- -------- --------- ---------
Net Earnings Before Extraordinary Item 28.4 28.5 21.2 42.4
Extraordinary item - loss on early retirement of debt,
net of applicable income tax benefits 31.3 2.6 31.3 2.6
-------- -------- --------- ---------
Net Earnings (Loss) (2.9) 25.9 (10.1) 39.8
Preferred stock dividends, net of related tax benefits 0.9 2.1 1.7 4.3
-------- -------- --------- ---------
Net Earnings (Loss) Available for
Common Shareholders $ (3.8) $ 23.8 $ (11.8) $ 35.5
======== ======== ========= =========
Earnings Per Common Share
Basic
Net earnings before extraordinary item $ .63 $ .76 $ .47 $1.09
Extraordinary item - loss on early retirement of
debt, net of applicable income tax benefit (.72) (.08) (.75) (.07)
----- ----- ----- -----
Net earnings (loss) $(.09) $ .68 $(.28) $1.02
===== ===== ===== =====
Diluted
Net earnings before extraordinary item $ .55 $ .67 $ .42 $ .99
Extraordinary item - loss on early retirement of
debt, net of applicable income tax benefit (.62) (.06) (.65) (.06)
----- ----- ----- -----
Net earnings (loss) $(.07) $ .61 $(.23) $ .93
===== ===== ===== =====
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
Millions of Dollars
<TABLE>
<CAPTION>
Unaudited
June 30 December 31
1998 1997
--------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 142.1 $ 541.4
Accounts receivable 624.9 158.9
Investment in accounts receivable securitization 131.7 48.7
Inventories 650.2 277.0
Prepaid expenses and income tax benefits 230.2 113.2
Acquired businesses to be divested 456.7 -
--------- ---------
Total current assets 2,235.8 1,139.2
Property, plant and equipment 1,554.7 313.9
Goodwill 2,619.8 143.8
Other intangible assets 457.7 48.4
Business investments and other assets 585.1 156.8
--------- ---------
Total Assets $ 7,453.1 $ 1,802.1
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt, including current portion of long-term debt $ 197.7 $ 28.6
Accounts payable 337.9 102.3
Accrued compensation 182.9 36.8
Restructuring and rationalization reserves 172.3 31.5
Current portion of asbestos liability 100.0 -
Other accrued liabilities 437.1 130.4
--------- ---------
Total current liabilities 1,427.9 329.6
Long-term debt 2,498.0 273.1
Long-term portion of asbestos liability 1,208.7 -
Postemployment benefits 441.0 190.9
Other accrued liabilities 88.9 50.6
Minority interest in consolidated subsidiaries 61.3 13.6
Minority interest - preferred securities of affiliate 575.0 575.0
Shareholders' equity:
Series C ESOP preferred stock 46.5 49.0
Series E preferred stock 132.7 -
Common stock 266.0 201.0
Additional paid-in capital 954.5 332.6
Accumulated deficit (133.7) (123.6)
Unearned ESOP compensation (21.5) (21.8)
Accumulated other comprehensive income (88.1) (65.7)
Other (4.1) (2.2)
--------- ---------
Total shareholders' equity 1,152.3 369.3
--------- ---------
Total Liabilities and Shareholders' Equity $ 7,453.1 $ 1,802.1
========= =========
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
Millions of Dollars
<TABLE>
<CAPTION>
Six Months Ended
June 30
---------------------------
1998 1997
--------- --------
<S> <C> <C>
Cash Provided From (Used By) Operating Activities
Net earnings (loss) $ (10.1) $ 39.8
Adjustments to reconcile net earnings (loss) to net
cash provided from operating activities
Depreciation and amortization 89.8 27.3
Purchased in-process research and development charge 18.6 -
Restructuring charges 10.5 -
Adjustment of assets held for sale to fair value 19.0 -
Deferred income taxes 0.2 5.2
Postemployment benefits 1.3 2.0
Increase in accounts receivable (30.0) (19.9)
Decrease in inventories 43.8 40.5
Decrease in accounts payable (1.3) (1.0)
Increase in current liabilities and other 50.1 15.3
Payments against restructuring and reengineering reserves (20.7) (12.5)
Loss on early retirement of debt 47.1 4.1
Payments against asbestos liability (32.7) -
--------- --------
Net Cash Provided From Operating Activities 185.6 100.8
Cash Provided From (Used By) Investing Activities
Expenditures for property, plant and equipment (81.1) (20.8)
Proceeds from sale of business investments 53.9 66.6
Proceeds from sale of options 39.1 -
Business acquisitions, net of cash acquired (2,786.5) -
--------- --------
Net Cash Provided From (Used By) Investing Activities (2,774.6) 45.8
Cash Provided From (Used By) Financing Activities
Issuance of common stock 601.4 9.7
Net increase (decrease) in debt 1,667.5 (138.8)
Fees paid for debt issuance (49.4) -
Fees for early retirement of debt (27.4) (4.1)
Investment in accounts receivable securitization 10.3 (11.0)
Dividends (5.9) (13.5)
Other (6.8) (2.4)
--------- --------
Net Cash Provided From (Used By) Financing Activities 2,189.7 (160.1)
Decrease in Cash and Equivalents (399.3) (13.5)
Cash and Equivalents at Beginning of Period 541.4 33.1
--------- --------
Cash and Equivalents at End of Period $ 142.1 $ 19.6
========= ========
</TABLE>
See accompanying notes.
-4-
<PAGE> 5
FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 1998
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP) for interim financial information and with instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three- and the
six-month periods ended June 30, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 1997. Certain items in the prior year condensed consolidated
financial statements have been reclassified to conform with the presentation
used in 1998.
2. ACQUISITIONS
The Company acquired Fel-Pro, Incorporated and certain affiliated entities,
which constitute the operating businesses of the Fel-Pro group of companies
(Fel-Pro), and acquired T&N plc (T&N) and Bimet S.A. (Bimet) during the first
quarter of 1998. In addition, the Company increased its ownership in the
Summerton, South Carolina gasket business (Summerton) and KFM Bearing Co., Ltd.
(KFM) during the first quarter. Due to the complexity of valuing certain assets
and liabilities acquired and related valuation estimates that are in process,
the purchase allocations may subsequently be adjusted as further information
becomes available. Goodwill recognized in connection with these transactions is
being amortized on a straight-line basis over forty years.
Fel-Pro Transaction
On February 24, 1998, the Company acquired all the equity interests of Fel-Pro,
a privately owned gasket manufacturer headquartered in Skokie, Illinois, for a
total consideration of approximately $717 million, which included 1,030,325.6
shares of Federal-Mogul Series E Mandatory Exchangeable preferred stock (Series
E Stock) with an imputed value of $225 million (refer to Note 8) and
approximately $492 million in cash. The acquisition has been accounted for as a
purchase and, accordingly, the total consideration was allocated to the acquired
assets and assumed liabilities based on estimated fair values as of the
acquisition date. The preliminary purchase price allocation of the total
consideration exceeds the estimated fair value of net assets acquired by $509.3
million which has been recognized as goodwill.
The consolidated statement of operations includes the operating results of the
acquired business, exclusive of the Fel-Pro Chemical Business (refer to the
caption "Acquired Businesses to be Divested," described later in this section),
from the acquisition date.
-5-
<PAGE> 6
T&N plc Transaction
On March 6, 1998, the Company satisfied all regulatory conditions relating to
the acquisition of T&N, a manufacturer based in Manchester, England, and made
its offer wholly unconditional. The Company paid for the outstanding T&N shares
on March 12, 1998.
The Company has paid total consideration (including direct costs of the
acquisition) of $2.413 billion. The Company also acquired cash of approximately
$163 million and debt of approximately $723 million. In addition, the Company is
required to pay 260 pence per share for certain T&N options converted to T&N
shares. The Company has paid $52.8 million, net of cash to be received, for
these T&N options as of June 30, 1998 and reflects an estimated additional
amount to be paid of $7.5 million in the balance sheet current liability section
under the caption "Other Accrued Liabilities". The acquisition has been
accounted for as a purchase and, accordingly, the total consideration was
allocated to the acquired assets and assumed liabilities based on estimated fair
values as of the acquisition date. The preliminary purchase price allocation of
the total consideration exceeds the estimated fair value of net assets acquired
by $2.032 billion which has been recognized as goodwill.
The consolidated statement of operations for the three- and the six-month
periods ended June 30, 1998 include the operating results of T&N, exclusive of
the T&N Bearings Business (refer to the caption "Acquired Businesses to be
Divested," described later in this section), from the acquisition date. The
Company recognized an $18.6 million charge in the first quarter of 1998
associated with the estimated fair value of purchased in process research and
development costs allocated in purchase accounting to a portion of the total
consideration paid.
Acquired Businesses to be Divested
In connection with securing regulatory approvals for the acquisition of T&N, the
Company executed an Agreement Containing Consent Order with the Federal Trade
Commission (FTC) on February 27, 1998. Pursuant to this agreement the Company
must divest the T&N Bearings Business, consisting of T&N's thinwall and dry
bearings (polymer bearings) operations within six months after the FTC declares
the consent order final and must provide for independent management of those
assets pending such divestiture. The agreement stipulates that the T&N Bearings
Business is to be maintained as a viable, independent competitor of the Company
and that the Company shall not attempt to direct the activities of, or exercise
control over, the T&N Bearings Business or have contact with the T&N Bearings
Business outside of normal business activities.
In July 1998, the Company sold the Fel-Pro Chemical Business to Loctite
Corporation, a part of Henkel KGaA, a global specialist in applied chemistry
headquartered in Dusseldorf, Germany for approximately $60 million.
The net assets of the T&N Bearings Business have been recorded at their fair
value based on estimates of selling values less costs to sell, calculated using
multiples of earnings similar to recent comparable industry transactions. The
Company's investment in the T&N Bearings Business is included in the balance
sheet caption "Acquired businesses to be divested." In addition, the Company's
preliminary purchase price allocation for T&N includes an increase of $124
million to adjust the acquired income tax liability related to the anticipated
divestiture of the T&N Bearings Business.
-6-
<PAGE> 7
Operating results for the T&N Bearings and Fel-Pro Chemical Business (which
includes amortization expense for goodwill allocated to the businesses and
interest expense relating to the holding costs of the businesses) have been
excluded from the condensed consolidated statement of operations for the three-
and the six-month periods ended June 30, 1998.
Pro Forma Results
The following unaudited pro forma financial information for the three- and the
six month periods ended June 30, 1998 and 1997 assume the T&N and Fel-Pro
acquisitions occurred as of the beginning of the respective periods, after
giving effect to certain adjustments, including the amortization of intangible
assets, interest expense on acquisition debt, divestitures of the T&N Bearings
Business and Fel-Pro Chemical Business, and income tax effects. The pro forma
results (in millions of dollars, except per share data) have been prepared for
comparative purposes only and are not necessarily indicative of the results of
operations which may occur in the future or that would have occurred had the
acquisitions of T&N and Fel-Pro been consummated on the dates indicated, nor are
they necessarily indicative of the Company's future results of operations (refer
also to Management's Discussion and Analysis of Financial Condition and Results
of Operations - Pro Forma Results).
<TABLE>
<CAPTION>
Unaudited Pro Forma Financial Information
---------------------------------------------------------------
Three Months Ended June 30 Six Months Ended June 30
----------------------------- -------------------------
1998 1997 1998 1997
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $1,214.0 $1,270.7 $2,407.7 $2,518.6
Net earnings $28.4 $47.1 $11.9 $45.7
Earnings per share $.63 $1.27 $.24 $1.17
Earnings per share assuming dilution $.55 $1.12 $.23 $1.08
</TABLE>
Summerton, KFM and Bimet Transactions
In February 1998, the Company increased its ownership in Summerton in connection
with the Bruss Divestiture Agreement, described in Note 7. In March 1998, the
Company increased its ownership from 30% to 87% in KFM, a Korean joint venture
formed in 1988 with Kukje Special Metal Co., Ltd. Also in March 1998, the
Company acquired Bimet, a manufacturer of engine bearings, bushings and related
products located in Gdansk, Poland. The total cash consideration paid for the
Summerton, KFM and Bimet acquisitions approximated $32 million.
The Summerton, KFM and Bimet transactions have been accounted for as purchases
and, accordingly, the total consideration was allocated to the acquired assets
and assumed liabilities based on their estimated fair values as of the
acquisition dates. The preliminary purchase price allocation of total
consideration over the estimated fair value of net assets acquired of $16.4
million has been recognized as goodwill. The consolidated statement of
operations for the three- and six-month periods ended June 30, 1998 includes the
operating results of the acquired businesses from the applicable date of
acquisition.
-7-
<PAGE> 8
3. RESTRUCTURING AND RATIONALIZATION OF ACQUIRED BUSINESSES
Restructuring Charge
During the first quarter of 1998, the Company recognized a $10.5 million
restructuring charge related to operations in place prior to the acquisitions of
T&N and Fel-Pro. The restructuring charge included $10.2 million and $0.3
million for severance and exit costs, respectively. Employee severance costs
result from planned terminations in various business operations of the Company.
The severance costs were based on the estimated levels that will be paid to the
affected employees pursuant to the Company's workforce reduction policies and
certain foreign governmental regulations. The Company anticipates that the
actions related to the first quarter 1998 restructuring plan will be completed
primarily within one year.
Rationalization of Acquired Businesses
In connection with the previously discussed acquisitions, the Company recognized
approximately $151 million in reserves related to the rationalization and
integration of acquired businesses. The rationalization reserves provide for
approximately $125 million and $26 million in severance and exit costs,
respectively.
The components of the integration plan include: closure of certain manufacturing
facilities worldwide; relocation of highly manual manufacturing product lines to
lower cost regions or more suitable locations; consolidation of overlapping
manufacturing, technical and sales facilities and joint ventures; closure of two
aftermarket central warehouses and five in-country warehouses; consolidation of
aftermarket marketing and customer support functions; and streamlining of
administrative, sales, marketing and product engineering staffs worldwide. An
anticipated result of the integration plan and the restructuring will be a
reduction of approximately 4,200 full-time employees.
4. ASBESTOS LIABILITY AND LEGAL PROCEEDINGS
T&N Asbestos
As of June 30, 1998, the Company has provided $1.309 billion as its estimate for
future costs related to resolving asbestos claims. In the United States, the
Company's subsidiary, T&N, and two of T&N's U.S. subsidiaries (the T&N
Companies) are among many defendants named in numerous court actions alleging
personal injury resulting from exposure to asbestos or asbestos-containing
products. T&N is also subject to asbestos-disease litigation, to a lesser
extent, in the United Kingdom and to property damage litigation based upon
asbestos in the United States. Because of the slow onset of asbestos-related
diseases, management anticipates that similar claims will be made in the future.
It is not known how many of such claims may be made nor the expenditure which
may arise therefrom. T&N has appointed the Center for Claims Resolution (CCR) as
its exclusive representative in relation to all asbestos-related personal injury
claims made against the T&N Companies in the United States.
Prior to its acquisition, T&N secured a 500 million pounds sterling
(approximately $834 million at the June 30, 1998 exchange rate of $1.6685: 1
pound sterling) layer of insurance which will be triggered should the aggregate
amount of claims filed after June 30, 1996, where the exposure occurred prior
to that date, exceed 690 million pounds sterling (approximately $1,151 million
at the June 30, 1998 exchange rate). At June 30, 1998 the Company has recorded
reserves approximating the insurance level of 690 million pounds sterling for
incurred but not reported claims.
-8-
<PAGE> 9
While management believes that reserves are appropriate for anticipated losses
arising from T&N's asbestos related claims, no assurance can be given that T&N
will not be subject to material additional liabilities and significant
additional litigation relating to asbestos. Any such liabilities or litigation
in amounts in excess of the reserves recorded by the Company and the additional
500 million pounds sterling of insurance coverage could have a material adverse
effect on the Company's results of operations, business, liquidity and financial
condition.
Federal-Mogul and Fel-Pro Asbestos
The Company also is one of a large number of defendants in a number of lawsuits
brought by claimants alleging injury due to exposure to asbestos. In addition,
Fel-Pro has been named as a defendant in a large number of product liability
cases involving asbestos, primarily involving gasket or packing products sold to
ship owners. The majority of these cases are administratively dismissed as
received by the court due to the expiration of the statute of limitations. The
Company is defending all such claims vigorously and believes that it and Fel-Pro
have substantial defenses to liability and adequate insurance coverage for
defense and indemnity. While the outcome of litigation cannot be predicted with
certainty, management believes that asbestos claims pending against
Federal-Mogul Corporation and Fel-Pro as of June 30, 1998 will not have a
material effect on the Company's financial position.
Other
The Company is involved in various other legal actions and claims, directly and
through its subsidiaries (including T&N and Fel-Pro). After taking into
consideration legal counsel's evaluation of such actions, management is of the
opinion that its outcomes are not reasonably likely to have a material adverse
affect on the Company's financial position, operating results, or cash flows.
5. BRITISH POUND CURRENCY OPTION AND FORWARD CONTRACT
In the fourth quarter of 1997, in anticipation of the then pending T&N
acquisition, the Company purchased a British pound currency option for $28.1
million with a notional amount of $2.5 billion. In January 1998, the Company
settled the option and recognized a loss of $17.3 million.
Also in January 1998, in anticipation of the then pending T&N acquisition, the
Company entered into a forward contract to purchase 1.5 billion pounds sterling
for a notional amount of approximately $2.45 billion. As a result of favorable
exchange fluctuations in the British pound/U.S. dollar exchange rate
experienced during the contract period, the Company recognized a $30.6 million
gain.
The Company entered into the above transactions to effectively serve as economic
hedges for the purchase of T&N. Such transactions, however, do not qualify for
"hedge accounting" under GAAP, and therefore the loss on the British pound
currency option and the gain on the British pound forward contract are reflected
in the statement of operations caption "Net gain on British pound currency
option and forward contract."
6. ISSUANCE OF DEBT AND EQUITY
In connection with the acquisition of T&N, the Company entered into a $2.675
billion floating rate Senior Credit Agreement (consisting of a $2.275 billion
term loan facility, and a $400 million revolving loan facility) and a $500
million floating rate Senior Subordinated Credit Agreement, each with The Chase
Manhattan Bank as agent and lender and Chase Securities Inc., as arranger.
-9-
<PAGE> 10
On April 17, 1998, in connection with the Company's efforts to put into place a
permanent capital structure, the Company filed a shelf registration statement on
Form S-3 with the Securities and Exchange Commission for the offering from time
to time of up to an aggregate $2.5 billion of debt or equity securities
(including shares of common stock registered for the account of certain
securityholders).
On June 6, 1998, the Company issued 12,650,000 shares of common stock under the
registration statement previously discussed, including 2.1 million shares which
were converted from Series E Mandatory Exchangeable Preferred Stock (Series E
Stock) (refer to Note 8). The net proceeds from the sale of the common stock
of 592 million were used to prepay the entire outstanding principal amount
under the Senior Subordinated Credit Agreement and partially repay the Senior
Credit Agreement.
In addition, under the above shelf registration statement, the Company issued
$1.0 billion of bonds on June 25, 1998. The bonds have maturities ranging from 6
to 12 years, a weighted average yield of 7.76% and a weighted average coupon of
7.73%. The net proceeds were used to reduce floating rate bank debt.
As of June 30, 1998, the Company had $1.2 billion outstanding related to the
Senior Credit Agreement with quarterly maturities beginning March 1999 and
continuing through the year 2005 and a weighted average interest rate of 7.9%.
Over 60% of the maturities occur after the year 2003.
In addition, the Company funded a portion of the T&N acquisition through the
December 1997 sale of 11.5 million shares of 7% Trust Convertible Preferred
Securities (generating gross proceeds of $575 million) by Federal-Mogul
Financing Trust, a subsidiary of the Company.
The early retirement of the Senior Subordinated Credit Agreement and the partial
repayment of the Senior Credit Agreement, as well as the early retirement in
April 1998 of $251 million in private placement debt assumed in connection with
the acquisition of T&N, resulted in a $47.1 million pretax ($31.3 million after
tax) extraordinary loss in the second quarter of 1998.
7. ASSETS HELD FOR SALE AND DIVESTITURES
In addition to the T&N Bearings Business and Fel-Pro Chemical Business held for
sale, during the first quarter of 1998, the Company decided to sell its
subsidiary, Bertolotti Pietro e Figli, S.r.l. (Bertolotti), conducting
aftermarket operations in Italy. The carrying value of Bertolotti's assets have
been reduced to its fair value based on estimates of selling values less costs
to sell, calculated using multiples of earnings similar to recent automotive
industry transactions in Italy. The Company recognized a $20.0 million first
quarter charge primarily associated with the write-down of Bertolotti's assets
to the estimated fair value. The Company expects to complete the sale of
Bertolotti within one year.
In the second quarter, the Company recognized a $1.0 million benefit associated
with the adjustment of the assets of Chile to its estimated fair value.
As part of its 1996 restructuring plan, the Company continued to close or sell
certain retail aftermarket operations during the second quarter of 1998. Net
cash proceeds received for those retail aftermarket locations sold in the first
half of 1998 approximated $5 million. No gain or loss was recognized on the
dispositions of those retail aftermarket locations, as the related assets had
been previously adjusted to fair value.
-10-
<PAGE> 11
Bruss Divestiture Agreement
In February 1998, the Company divested its minority interest in G. Bruss GmbH &
Co. KG, a German manufacturer of seals and gaskets. As part of the divestiture
agreement the Company also increased its ownership to 100% in Summerton. The
Company received net proceeds of approximately $47 million related to the
divestiture agreement and recognized a gain on the divestiture of $6.0 million.
The gain on the divestiture is included as a component of other expense.
Sale of Acquired Options
In addition, the Company received proceeds from the sale of options which were
acquired with the acquisition of T&N. No gain or loss was recognized in
connection with the sale of the options acquired.
8. EARNINGS PER SHARE, NON-CASH TRANSACTION AND COMPREHENSIVE INCOME
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share for the three- and six-month periods ended June 30, 1998 and 1997 (in
millions, except per share data):
-11-
<PAGE> 12
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------- ------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Numerator:
Net earnings (loss) after extraordinary item $(2.9) $25.9 $(10.1) $39.8
Extraordinary item - loss on early retirement of
debt, net of applicable tax benefit 31.3 2.6 31.3 2.6
------ ------ ------ ------
Net earnings before extrordinary item 28.4 28.5 21.2 42.4
Series C preferred dividend requirement (0.6) (0.6) (1.1) (1.2)
Series D preferred dividend requirement - (1.5) - (3.1)
Series E preferred dividend requirement (0.4) - (.6) -
------ ------ ------ ------
Numerator for basic earnings per share - income
available to common shareholders
before extraordinary item 27.4 26.4 19.5 38.1
Effect of dilutive securities:
Series C preferred dividend requirement 0.6 0.6 1.1 1.2
Series D preferred dividend requirement - 1.5 - 3.1
Series E preferred dividend requirement 0.4 - 0.6 -
Additional required ESOP contribution (0.6) (0.6) (1.0) (1.0)
------ ------ ------ ------
Numerator for diluted earnings per share - income
available to common shareholders after
assumed conversions before extraordinary item $27.8 $27.9 $ 20.2 $41.4
====== ====== ====== ======
Numerator for basic earnings per share - income
(loss) available to common shareholders
after extraordinary item $(3.9) $23.8 $(11.8) $35.5
====== ====== ====== ======
Numerator for diluted earnings per share - income
(loss) available to shareholders after assumed
conversions after extraordinary item $(3.5) $25.3 $(11.1) $38.8
====== ====== ====== ======
Denominator:
Denominator for basic earnings per share - weighted
average shares outstanding 43.3 34.9 41.7 34.8
Effect of dilutive securities:
Dilutive stock options outstanding 0.9 0.3 0.8 0.3
Nonvested stock 0.2 0.3 0.2 0.3
Conversion of Series C preferred stock 1.5 1.6 1.5 1.6
Conversion of Series D preferred stock - 4.4 - 4.4
Conversion of Series E preferred stock 4.6 - 3.4 -
----- ------ ----- ------
Denominator for dilutive earnings per share adjusted
weighted average after assumed conversions 50.5 41.5 47.6 41.4
====== ====== ====== ======
Basic earnings (loss) per share before extraordinary item $ .63 $ .76 $ .47 $1.09
Basic earnings (loss) per share after extraordinary item (.09) .68 (.28) 1.02
Diluted earnings (loss) per share before extraordinary item .55 .67 .42 .99
Diluted earnings (loss) per share after extraordinary item (.07) .61 (.23) .93
</TABLE>
-12-
<PAGE> 13
Convertible preferred securities redeemable for 11.2 million shares of common
stock were outstanding during the three- and six- month periods ended June 30,
1998. The convertible preferred securitities were not included in the
computation of diluted earnings per share for the three- and six-month periods
ended June 30, 1998 because the effect would be antidilutive.
Quarterly dividends of $0.12 and $0.0025 per common share were declared for the
first and second quarters of 1998 respectively and $0.12 per common share were
declared for both the first and second quarters of 1997.
Non-Cash Transaction
In connection with the Fel-Pro acquisition, the Company issued 1,030,325.6
million shares of Series E Stock with an imputed value of $225 million. The
shares of Series E Stock are exchangeable into shares of the Company's common
stock at a rate of five shares of common stock per share of Series E Stock.
Subsequently, in June 1998, in conjunction with the common stock offering, the
Company converted 422,581 shares of Series E Stock into 2,112,907 shares of
common stock. The remaining 607,745 million shares of Series E Stock are
required to be exchanged into shares of the Company's common stock no later than
February 24, 1999, subject to certain conditions and such shares are paid
quarterly dividends at a rate of $0.12 per common stock equivalent.
Comprehensive Income
During 1997, the Financial Accounting Standards Board issued Statement No. 130,
Reporting Comprehensive Income. This Statement establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. The Company adopted Statement 130 as of
January 1, 1998. The adoption of this Statement had no impact on the Company's
net earnings (loss) or shareholders' equity. Statement 130 requires foreign
currency translation adjustments and unrealized gains or losses on investments
and certain derivative instruments, which prior to the adoption of Statement 130
were reported as a component of shareholders' equity, to be included in other
comprehensive income.
Total comprehensive income (loss), net of the related estimated tax, was $(19.7)
million and $22.0 million for the three months ended June 30, 1998 and 1997,
respectively and $(24.2) million and $27.3 million for the six months ended June
30, 1998 and 1997, respectively.
9. INVENTORIES
At June 30, 1998 and December 31, 1997, inventories consisted of the following
(in millions of dollars):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Finished products $460.1 $254.6
Work-in-process 84.0 21.8
Raw materials 152.9 15.7
------ ------
697.0 292.1
Reserve for inventory valuation (46.8) (15.1)
------ ------
$650.2 $277.0
====== ======
</TABLE>
The significant increase in inventory was primarily due to the previously
described acquisitions in Note 2.
-13-
<PAGE> 14
10. INCOME TAXES
During the first half of 1998, the Company recognized charges for adjustment of
assets held for sale to fair value and purchased in-process research and
development and recognized a net gain on the British pound currency option and
forward contract. These transactions resulted in a pre-tax net charge of $25.3
million. The net income tax benefit related to these transactions totaled $2.1
million. In addition, due to the acquisitions of T&N and Fel-Pro, the Company
recognized approximately $14 million in non-deductible goodwill amortization
expense.
10. UNAUDITED CONSOLIDATING CONDENSED FINANCIAL INFORMATION OF
GUARANTOR SUBSIDIARIES
Certain subsidiaries of the Company (as listed below, collectively the
"Guarantor Subsidiaries") have guaranteed fully and unconditionally, on a joint
and several basis, the obligation to pay principal and interest under the
Company's Senior Credit Agreement with The Chase Manhattan Bank, NA, ("Chase").
T&N Holding Companies
- ---------------------
Federal-Mogul Dutch Holdings Inc.
Federal-Mogul UK Holdings Inc.
Federal-Mogul Global Inc.
Federal-Mogul Subsidiaries
- --------------------------
Federal-Mogul Venture Corporation
Federal-Mogul Global Properties Inc.
Carter Automotive Company
Federal-Mogul Worldwide Inc.
Fel-Pro Subsidiaries
- --------------------
Fel-Pro Chemical Products LP
Felt Products Mfg. Co.
Fel-Pro Management Co.
The Company issued $1.0 billion of bonds on June 25, 1998, ("New Note") pursuant
to the Company's Shelf Registration Statement which is guaranteed by the
Guarantor Subsidiaries. The Guarantor Subsidiaries also guarantee the Company's
previously existing publicly registered Medium-term notes and Senior notes (the
"Notes").
The T&N Holding Companies (as listed above) are wholly owned subsidiaries of the
Company and were incorporated in January 1998 in order to effectuate the
Company's acquisition of T&N plc. These subsidiaries have no operations and act
solely as holding companies of subsidiaries which will not provide a guarantee
fully and unconditionally on a joint and several basis, the obligation to pay
principal and interest of the New Notes or the Notes (the "Guarantees").
In addition, certain other wholly owned subsidiaries of the Company, the
Federal-Mogul Subsidiaries (as listed above), will provide the Guarantees. The
Federal-Mogul Subsidiaries are included in the Company's consolidated financial
statements for all periods presented in the Company's Annual Report on Form 10-K
dated December 31, 1997.
-14-
<PAGE> 15
The Fel-Pro Subsidiaries (as listed above) were acquired on February 24, 1998,
are wholly owned subsidiaries of the Company and also will provide the
Guarantees.
The financial statements of Felt Products Mfg. Co. were filed with the
Securities and Exchange Commission on Form 8-K on April 17, 1998, since the
stock of Felt Products Mfg. Co. was pledged as collateral for the Notes. On June
10, 1998, Felt Products Mfg. Co. declared a dividend to the Company whereby
substantially all of its assets were transferred to the Company. As a result of
the dividend to its parent, Felt Products Mfg. No longer meets the substantial
collateral threshold of Rule 3-10 of the Securitites and Exchange Commission's
Regulation S-X. Therefore, the Company will no longer file separate financial
statements of Felt Products Mfg. Co.
In lieu of providing separate audited financial statements for the Guarantor
Subsidiaries, the Company has included the accompanying unaudited consolidating
condensed financial statements based on the Company's understanding of the
Securities and Exchange Commission's interpretation and application of Rule 3-10
of the Securities and Exchange Commission's Regulation S-X and Staff Accounting
Bulletin 53. Management does not believe that separate financial statements of
the Guarantor Subsidiaries are material to investors. Therefore, separate
financial statements and other disclosures concerning the Guarantor Subsidiaries
are not presented.
-15-
<PAGE> 16
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Balance Sheet
June 30, 1998
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
-----------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and equivalents $ 35.0 $ - $ 107.1 $ - $ 142.1
Accounts receivable 59.3 - 565.6 - 624.9
Investment in accounts
receivable securitization - - 131.7 - 131.7
Inventories 235.0 - 415.2 - 650.2
Prepaid expenses and
income tax benefits 127.6 - 102.6 - 230.2
Acquired businesses
to be divested - 63.0 393.7 - 456.7
--------- --------- --------- --------- ---------
Total current assets 456.9 63.0 1,715.9 - 2,235.8
Property, plant and equipment 249.8 2.0 1,302.9 - 1,554.7
Goodwill 486.9 - 2,132.9 - 2,619.8
Other intangible assets 151.9 10.1 295.7 - 457.7
Business investments
and other assets 100.1 - 485.0 - 585.1
Investment in subsidiaries 3,225.1 730.5 - (3,955.6) -
Intercompany accounts, net (480.0) 1,729.9 (1,249.9) - -
--------- --------- --------- --------- ---------
Total Assets $ 4,190.7 $ 2,535.5 $ 4,682.5 $(3,955.6) $ 7,453.1
========= ========= ========= ========= =========
Current liabilities:
Short-term debt, including
current portion of
long-term debt $ 100.8 $ - $ 96.9 $ - $ 197.7
Accounts payable 97.0 - 240.9 - 337.9
Accrued compensation 58.1 0.4 124.4 - 182.9
Restructuring and
rationalization reserves 9.2 - 163.1 - 172.3
Current portion of
asbestos liability - - 100.0 - 100.0
Other accrued liabilities 126.8 13.6 296.7 - 437.1
--------- --------- --------- --------- ---------
Total current liabilities 391.9 14.0 1,022.0 - 1,427.9
Long-term debt 2,439.1 - 58.9 - 2,498.0
Long-term portion of
asbestos liability - - 1,208.7 - 1,208.7
Postemployment benefits 191.1 - 249.9 - 441.0
Other accrued liabilities 8.4 - 80.5 - 88.9
Minority interest in
consolidated subsidiaries 8.2 - 53.1 - 61.3
Minority interest - preferred
securities of affiliate - - 575.0 - 575.0
Shareholders' equity 1,152.0 2,521.5 1,434.4 (3,955.6) 1,152.3
--------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 4,190.7 $ 2,535.5 $ 4,682.5 $(3,955.6) $ 7,453.1
========= ========= ========= ========= =========
</TABLE>
-16-
<PAGE> 17
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Balance Sheet
December 31, 1997
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
-----------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and equivalents $ 504.9 $ 0.1 $ 36.4 $ - $ 541.4
Accounts receivable 47.1 - 111.8 - 158.9
Investment in accounts
receivable securitization - - 48.7 - 48.7
Inventories 166.3 - 110.7 - 277.0
Prepaid expenses and
income tax benefits 99.9 - 13.3 - 113.2
--------- --------- --------- --------- --------
Total current assets 818.2 0.1 320.9 - 1,139.2
Property, plant and equipment 162.5 2.0 149.4 - 313.9
Goodwill 107.0 - 36.8 - 143.8
Other intangible assets 28.3 - 20.1 - 48.4
Business investments
and other assets 61.9 - 94.9 - 156.8
Investment in subsidiaries 503.1 5.8 - (508.9) -
Intercompany accounts, net (702.8) 9.7 693.1 - -
--------- --------- --------- --------- --------
Total Assets $ 978.2 $ 17.6 $ 1,315.2 $ (508.9) $1,802.1
========= ========= ========= ========= ========
Current liabilities:
Short-term debt, including
current portion of
long-term debt $ 16.8 $ - $ 11.8 $ - $ 28.6
Accounts payable 60.5 - 41.8 - 102.3
Accrued compensation 27.7 - 9.1 - 36.8
Restructuring and
rationalization reserves 19.9 - 11.6 - 31.5
Other accrued liabilities 39.7 13.3 77.4 - 130.4
--------- --------- --------- --------- --------
Total current liabilities 164.6 13.3 151.7 - 329.6
Long-term debt 266.7 - 6.4 - 273.1
Postemployment benefits 164.0 - 26.9 - 190.9
Other accrued liabilities - - 50.6 - 50.6
Minority interest in
consolidated subsidiaries 13.6 - - - 13.6
Minority interest - preferred
securities of affiliate - - 575.0 - 575.0
Shareholders' equity 369.3 4.3 504.6 (508.9) 369.3
--------- --------- --------- --------- --------
Total Liabilities and
Shareholders' Equity $ 978.2 $ 17.6 $ 1,315.2 $ (508.9) $1,802.1
========= ========= ========= ========= ========
</TABLE>
-17-
<PAGE> 18
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Operations
Three Months Ended June 30, 1998
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
----------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Net sales $ 335.2 $ - $ 904.8 $ (26.0) $1,214.0
Cost of products sold 232.9 - 689.7 (26.0) 896.6
--------- --------- --------- --------- --------
Gross margin 102.3 - 215.1 - 317.4
Selling, general and
administrative expenses (94.7) - (86.1) - (180.8)
Amortization (4.6) - (20.4) - (25.0)
Adjustment of assets held for
sale to fair value - - 1.0 - 1.0
Integration costs (2.6) - (2.1) - (4.7)
Interest expense (66.5) - (38.8) 52.6 (52.7)
Interest income 12.3 34.6 7.8 (52.6) 2.1
International currency
exchange gains (losses) (0.5) 0.4 (1.1) - (1.2)
Other income (expense), net 14.0 3.5 (20.3) - (2.8)
--------- --------- --------- --------- --------
Earnings (loss) before
income taxes (40.3) 38.5 55.1 - 53.3
Income tax expense (benefit) (16.0) (5.3) 46.2 - 24.9
--------- --------- --------- --------- --------
Earnings (loss) before
extraordinary item (24.3) 43.8 8.9 - 28.4
Extraordinary item - loss on
early retirement of debt,
net of applicable income
tax benefit 12.4 - 18.9 - 31.3
--------- --------- --------- --------- --------
Net earnings (loss) $ (36.7) $ 43.8 $ (10.0) $ - $ (2.9)
========= ========= ========= ========= ========
</TABLE>
-18-
<PAGE> 19
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Operations
Three Months Ended June 30, 1997
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
----------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Net sales $ 295.1 $ - $ 214.6 $ (27.9) $ 481.8
Cost of products sold 222.4 - 172.0 (27.9) 366.5
--------- --------- --------- --------- --------
Gross margin 72.7 - 42.6 - 115.3
Selling, general and
administrative expenses (44.5) 0.1 (26.4) - (70.8)
Amortization (2.0) - (0.7) - (2.7)
Interest expense (7.5) - (3.4) 1.9 (9.0)
Interest income 3.0 - - (1.9) 1.1
International currency
exchange gains (losses) 0.2 - (0.1) - 0.1
Other income (expense), net (6.3) 4.0 2.7 - 0.4
--------- --------- --------- --------- --------
Earnings before
income taxes and
extraordinary item 15.6 4.1 14.7 - 34.4
Income tax expense (benefit) 2.1 (0.9) 4.7 - 5.9
--------- --------- --------- --------- --------
Earnings before
extraordinary item 13.5 5.0 10.0 - 28.5
Extraordinary item - loss on
early retirement of debt,
net of applicable income
tax benefit 2.6 - - - 2.6
--------- --------- --------- --------- --------
Net earnings $ 10.9 $ 5.0 $ 10.0 $ - $ 25.9
========= ========= ========= ========= ========
</TABLE>
-19-
<PAGE> 20
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Operations
Six Months Ended June 30, 1998
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
---------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $615.3 $ 36.2 $1,272.2 $(51.7) $1,872.0
Cost of products sold 436.3 23.1 985.6 (51.7) 1,393.3
------ ------ -------- ------ --------
Gross margin 179.0 13.1 286.6 - 478.7
Selling, general and
administrative expenses (148.3) (7.5) (123.1) - (278.9)
Amortization (7.4) (0.6) (27.1) - (35.1)
Purchased research and
development charge - - (18.6) - (18.6)
Restructuring charge - - (10.5) - (10.5)
Adjustment of assets held for
sale to fair value - - (19.0) - (19.0)
Integration costs (2.6) - (2.1) - (4.7)
Interest expense (84.7) (1.5) (44.2) 64.3 (66.1)
Interest income 19.0 42.3 9.7 (64.3) 6.7
International currency
exchange gains (losses) (0.6) 0.4 (2.1) - (2.3)
Net gain on British pound
currency option and
forward contract 13.3 - - - 13.3
Other income (expense), net 13.4 9.6 (31.6) - (8.6)
------ ------ -------- ------ --------
Earnings (loss) before
income taxes (18.9) 55.8 18.0 - 54.9
Income tax expense (benefit) (12.9) 1.6 45.0 - 33.7
------ ------ -------- ------ --------
Earnings (loss) before
extraordinary item (6.0) 54.2 (27.0) - 21.2
Extraordinary item - loss on
early retirement of debt,
net of applicable income
tax benefit 12.4 - 18.9 - 31.3
------ ------ -------- ------ --------
Net earnings (loss) $(18.4) $ 54.2 $ (45.9) $ - $ (10.1)
====== ====== ======== ====== ========
</TABLE>
-20-
<PAGE> 21
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Operations
Six Months Ended June 30, 1997
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
---------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $584.7 $ - $ 440.5 $(57.8) $ 967.4
Cost of products sold 446.7 - 351.1 (57.8) 740.0
------ ----- ------- ------ --------
Gross margin 138.0 - 89.4 - 227.4
Selling, general and
administrative expenses (89.6) 0.1 (57.2) - (146.7)
Amortization (4.0) - (1.2) - (5.2)
Interest expense (15.0) - (7.7) 3.9 (18.8)
Interest income 5.7 - - (3.9) 1.8
Other income (expense), net (10.3) 6.4 2.3 - (1.6)
------ ----- ------- ------ --------
Earnings before
income taxes and
extraordinary item 24.8 6.5 25.6 - 56.9
Income tax expense 5.6 - 8.9 - 14.5
------ ----- ------- ------ --------
Earnings before
extraordinary item 19.2 6.5 16.7 - 42.4
Extraordinary item - loss on
early retirement of debt,
net of applicable income
tax benefit 2.6 - - - 2.6
------ ----- ------- ------ --------
Net earnings $ 16.6 $ 6.5 $ 16.7 $ - $ 39.8
====== ===== ======= ====== ========
</TABLE>
-21-
<PAGE> 22
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Cash Flows
Six Months Ended June 30, 1998
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
---------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Cash Provided From
Operating Activities $ 128.6 $ 53.7 $ 3.3 $ - $ 185.6
Expenditures for property,
plant and equipment (17.2) (3.0) (60.9) - (81.1)
Proceeds from sale of
business investments 3.4 - 50.5 - 53.9
Proceeds from sale of options - - 39.1 - 39.1
Business acquisitions, net of
cash acquired (541.4) - (2,245.1) - (2,786.5)
-------- --------- --------- --------- ---------
Net Cash Used By
Investing Activities (555.2) (3.0) (2,216.4) - (2,774.6)
Issuance of common stock 601.4 - - - 601.4
Net increase in debt 1,619.4 - 48.1 - 1,667.5
Fees paid for debt issuance (49.4) - - - (49.4)
Contributions paid to
affiliates (2,217.4) (565.4) - 2.782.8 -
Contributions received
from affiliates - 2,217.4 565.4 (2,782.8) -
Change in intercompany
accounts 25.9 (1,702.8) 1,676.9 - -
Other (2.4) - (27.4) - (29.8)
-------- --------- --------- --------- ---------
Net Cash Provided From
(Used By) Financing
Activities (22.5) (50.8) 2,263.0 - 2,189.7
-------- --------- --------- --------- ---------
Net Increase (Decrease)
in Cash $ (449.1) $ (.1) $ 49.9 $ - $ (399.3)
======== ========= ========= ========= =========
</TABLE>
-22-
<PAGE> 23
Federal-Mogul Corporation
Notes to Consolidated Financial Statements
Unaudited Consolidating Condensed Statement of Cash Flows
Six Months Ended June 30, 1997
(Millions of Dollars)
<TABLE>
<CAPTION>
(Unconsolidated)
---------------------------------------------
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------ ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Cash Provided From
Operating Activities $ 82.7 $ 1.7 $ 16.4 $ - $ 100.8
Expenditures for property,
plant and equipment (12.9) - (7.9) - (20.8)
Proceeds from sale of
business investments - - 66.6 - 66.6
------- ------ ------- ----- -------
Net Cash Provided From
(Used By) Investing
Activities (12.9) - 58.7 - 45.8
Net decrease in debt (98.4) (1.7) (38.7) - (138.8)
Change in intercompany
accounts 45.1 - (45.1) - -
Other (21.1) - - - (21.1)
------- ------ ------- ----- -------
Net Cash Used By
Financing Activities (74.6) (1.7) (83.8) - (160.1)
------- ------ ------- ----- -------
Net Decrease in Cash $ (4.8) $ - $ (8.7) $ - $ (13.5)
======= ====== ======= ===== =======
</TABLE>
-23-
<PAGE> 24
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
The Company is a leading global manufacturer and distributor of a broad range of
vehicular components for automobiles and light trucks, heavy duty trucks, farm
and construction vehicles and industrial products. Such parts include powertrain
systems components (primarily bearings and piston products), sealing systems
components (dynamic seals and gaskets) and general products (primarily
camshafts, friction products, sintered products and systems protection
products). The Company markets its products to many of the world's major
original equipment manufacturers of automobiles, light trucks, heavy duty
trucks, farm and construction vehicles and industrial products. The Company also
manufactures and supplies its products and related parts to the aftermarket. The
Company operates facilities at over 240 locations in 24 countries.
The following summarizes net sales by manufacturing division, geographic region
and customer group as a percentage of total net sales for the year ended
December 31, 1997, on a pro forma basis.
<TABLE>
<CAPTION>
Manufacturing Division: Geographic Region: Customer Group:
- ---------------------- ----------------- --------------
<S> <C> <C> <C> <C> <C>
Powertrain Products 40% North America 49% Original Equipment 52%
Sealing Systems 22% Europe 40% Aftermarket 48%
General Products 38% Rest of World 11%
</TABLE>
ACQUISITIONS
The Company acquired Fel-Pro, Incorporated and certain affiliated entities,
which constitute the operating businesses of the Fel-Pro group of companies
(Fel-Pro), and acquired T&N plc (T&N) and Bimet S.A. (Bimet) during the first
quarter of 1998. In addition, the Company increased its ownership in the
Summerton, South Carolina gasket business (Summerton) and KFM Bearing Co., Ltd.
(KFM) during the first quarter. Due to the complexity of valuing certain assets
and liabilities acquired and related valuation estimates that are in process,
the purchase allocation may subsequently be adjusted as further information
becomes available. Goodwill recognized in connection with these transactions is
being amortized on a straight-line basis over forty years.
Fel-Pro Transaction
On February 24, 1998, the Company acquired all the equity interests of Fel-Pro,
a privately owned gasket manufacturer headquartered in Skokie, Illinois, for a
total consideration of approximately $717 million, which included 1,030,325.6
shares of Federal-Mogul Series E Stock with an imputed value of $225 million
(refer also to Note 8) and approximately $492 million in cash. The acquisition
has been accounted for as a purchase and, accordingly, the total consideration
was allocated to the acquired assets and assumed liabilities based on estimated
fair values as of the acquisition date. The preliminary purchase price
allocation of the total consideration exceeds the estimated fair value of net
assets acquired by $507.3 million, which has been recognized as goodwill.
Fel-Pro is a leading gaskets manufacturer for the North American aftermarket and
OE heavy duty market. In 1997, Fel-Pro had sales of approximately $500 million.
At the time of the acquisition, Fel-Pro's primary product lines consisted of
gaskets, heavy duty diesel engine products, diesel products,
-24-
<PAGE> 25
high performance gaskets and other equipment and Chemical products. Fel-Pro
employed approximately 2,700 employees in 16 locations. On July 31, 1998, the
Company completed the sale of Fel-Pro's Chemical manufacturing operations
representing approximately $33 million of Fel-Pro's 1997 net sales (refer to the
caption "Acquired Businesses to be Divested").
The consolidated statement of operations for the three- and six-month periods
ended June 30, 1998 includes the operating results of the acquired business,
exclusive of the Fel-Pro Chemical Business, from the acquisition date.
T&N Transaction
On March 6, 1998, the Company satisfied all regulatory conditions relating to
the acquisition of T&N, a manufacturer based in Manchester, England, and made
its offer wholly unconditional. The Company paid for the outstanding T&N shares
on March 12, 1998.
The Company has paid total consideration (including direct costs of the
acquisition) of $2.413 billion. The Company also acquired cash of approximately
$163 million and debt of approximately $723 million. In addition, the Company is
required to pay 260 pence per share for certain T&N options expected to be
converted to T&N shares. As of June 30, 1998, the Company has paid $52.8
million, net of cash received, for these T&N options and reflects an estimated
additional amount to be paid of $7.5 million in the balance sheet current
liability section under the caption "Other accrued liabilities." The acquisition
has been accounted for as a purchase and, accordingly, the total consideration
was allocated to the acquired assets and assumed liabilities based on estimated
fair values as of the acquisition date. The preliminary purchase price
allocation of the total consideration exceeds the estimated fair value of net
assets acquired by $2.032 billion which has been recognized as goodwill.
In connection with the acquisition of T&N, the Company entered into a $2.675
billion floating rate Senior Credit Agreement (consisting of a $2.275 billion
term loan facility and a $400 million revolving loan facility) and a $500
million floating rate Senior Subordinated Credit Agreement, each with Chase
Manhattan Bank as agent and lender and Chase Securities, Inc. as Arranger.
In addition, the Company funded a portion of the T&N acquisition through the
December 1997 sale of 11.5 million shares of 7% Trust Convertible Preferred
Securities (generating gross proceeds of $575 million) by Federal-Mogul
Financing Trust, a subsidiary of the Company.
T&N manufactures and supplies high technology engineered automotive components
and industrial materials. In 1997, T&N had sales of approximately 1.8 pounds
sterling billion ($2.9 billion at the 1997 average exchange rate) with about
80% of such sales relating to the global automotive industry. At the time of
its acquisition, T&N's major product lines consisted of piston products,
bearings, friction products, composites and camshafts (incorporating sintered
products) and sealing products and it was active in both the original equipment
and the aftermarket markets. T&N operated in approximately 200 locations in 24
countries, employed over 28,000 people worldwide and served customers globally.
T&N's assets included technical centers in the U.K., Germany and North America.
The consolidated statement of operations for the three- and six- month periods
ended June 30, 1998 includes the operating results of T&N, exclusive of the T&N
Bearings Business (refer to the caption "Acquired Businesses to be Divested,"
described later in this section), from the acquisition date.
-25-
<PAGE> 26
Acquired Businesses to be Divested
In connection with securing regulatory approvals for the acquisition of T&N, the
Company executed an Agreement Containing Consent Order with the FTC on February
27, 1998. Pursuant to this agreement the Company must divest the T&N Bearings
Business, consisting of T&N's thinwall and dry bearings (polymer bearings)
operations within six months after the FTC declares the consent order final and
must provide for independent management of those assets pending such
divestiture. The agreement stipulates that the T&N Bearings Business is to be
maintained as a viable, independent competitor of the Company and that the
Company shall not attempt to direct the activities of, or exercise control over,
the T&N Bearings Business or have contact with the T&N Bearings Business outside
of normal business activities.
On July 31, 1998, the Company sold the Fel-Pro Chemical Business to Loctite
Corporation, a part of Henkel KGaA, a global specialist in applied chemistry
headquartered in Dusseldorf, Germany for approximately $60 million.
The net assets of the T&N Bearings Business and the Fel-Pro Chemical Business
have been recorded at their fair value based on estimates of selling values less
costs to sell, calculated using multiples of earnings similar to recent
comparable industry transactions. The Company's investment in the T&N Bearings
Business and Fel-Pro Chemical Business is included in the balance sheet caption
"Acquired businesses to be divested." In addition, the Company's preliminary
purchase price allocation for T&N includes an increase of $124 million to adjust
the acquired income tax liability related to the anticipated divestiture of the
T&N Bearings Business.
Operating results for the T&N Bearings and Fel-Pro Chemical Business (which
includes amortization expense for goodwill allocated to the businesses and
interest expense relating to the holding costs of the businesses) have been
excluded from the condensed consolidated statement of operations for the three-
and six-month periods ended June 30, 1998.
Summerton, KFM and Bimet Transactions
In February 1998, the Company increased its ownership in Summerton in connection
with the Bruss Divestiture Agreement, described in Note 7. In March 1998, the
Company increased its ownership from 30% to 87% in KFM, a Korean joint venture
formed in 1988 with Kukje Special Metal Co., Ltd.
Also in March 1998, the Company acquired Bimet, a manufacturer of engine
bearings, bushings and related products located in Gdansk, Poland. The total
cash consideration paid for the Summerton, KFM and Bimet acquisitions
approximated $32 million.
The Summerton, KFM and Bimet transactions have been accounted for as purchases
and, accordingly, the total consideration was allocated to the acquired assets
and assumed liabilities based on its estimated fair values as of the acquisition
dates. The preliminary purchase price allocation of total consideration over the
estimated fair value of net assets acquired of $16.4 million has been recognized
as goodwill. The consolidated statement of operations for the three- and
six-month periods ended June 30, 1998 includes the operating results of the
acquired businesses from the applicable date of acquisition.
-26-
<PAGE> 27
Acquisition Strategy
One of the Company's principal business strategies is to expand its core
competencies in manufacturing and distribution through acquisitions of companies
that the Company identifies as complementary to its existing businesses and
capable of achieving satisfactory rates of return. The Company is engaged in
various stages of evaluation of potential acquisition candidates. Currently, the
Company is in the process of pursuing one or more potential acquisitions, at
least one of which would be material if consummated. Any such acquisitions would
be paid for through the incurrence of a significant amount of additional debt,
the issuance of a significant amount of capital stock or both. If the Company
determines that any one or more of these potential acquisitions or other
transactions would meet its criteria and may be accomplished on appropriate
terms, it expects to act to attempt to consummate them as quickly as possible.
There can be no assurance that any of the discussions in which the Company is
currently engaged will result in the completion of any acquisitions, that the
Company will in the future succeed in locating or acquiring appropriate
companies on attractive terms or that the Company will be successful in
integrating acquired companies or realizing desired benefits of such
acquisitions.
The Company believes that successful implementation of this strategy will
require significant capital expenditures which it might not be able to fund from
its cash from operations. Therefore, the Company may be required to borrow money
or otherwise obtain financing for future acquisitions.
DIVESTITURES
In February 1998, the Company divested its minority interest in G. Bruss GmbH &
Co. KG, a German manufacturer of seals and gaskets. As part of the divestiture
agreement the Company increased its ownership in Summerton. The Company received
net proceeds of approximately $47 million related to the divestiture agreement
and recognized a gain on the divestiture of $6.0 million. The gain on the
divestiture is included as a component of other expense.
In addition, the Company closed or sold certain retail aftermarket operations
during the first half of 1998.
ASBESTOS LIABILITY AND LEGAL PROCEEDINGS
T&N Asbestos
As of June 30, 1998, the Company has provided $1.309 billion as its estimate for
future costs related to resolving asbestos claims. In the United States, the
Company's subsidiary, T&N, and two of T&N's U.S. subsidiaries (the T&N
Companies) are among many defendants named in numerous court actions alleging
personal injury resulting from exposure to asbestos or asbestos-containing
products. T&N is also subject to asbestos-disease litigation, to a lesser
extent, in the United Kingdom and to property damage litigation based upon
asbestos in the United States. Because of the slow onset of asbestos-related
diseases, management anticipates that similar claims will be made in the future.
It is not known how many such claims may be made nor the expenditure which may
arise therefrom. T&N has appointed the Center for Claims Resolution (CCR) as its
exclusive representative in relation to all asbestos-related personal injury
claims made against the T&N Companies in the United States.
Prior to its acquisition, T&N secured a 500 million pounds sterling
(approximately $834 million at the June 30, 1998 exchange rate of $1.6698:1
pound sterling) layer of insurance which will be triggered should the
-27-
<PAGE> 28
aggregate amount of claims filed after June 30, 1996, where the exposure
occurred prior to that date, exceed 690 million pounds sterling (approximately
$1,151 million at the June 30, 1998 exchange rate). At June 30, 1998 the Company
has recorded reserves for incurred but not reported claims up to the insurance
level, which is 690 million pounds sterling.
While management believes that reserves are appropriate for anticipated
losses arising from T&N's asbestos related claims, no assurance can be given
that T&N will not be subject to material additional liabilities and significant
additional litigation relating to asbestos. Any such liabilities or litigation
in amounts in excess of the reserves recorded by the Company and the additional
500 million pounds sterling of insurnace coverage could have a material adverse
effect on the Company's results of operations, business, liquidity and
financial condition.
Federal-Mogul and Fel-Pro Asbestos
Federal-Mogul Corporation also is one of a large number of defendants in a
number of lawsuits brought by claimants alleging injury due to exposure to
asbestos. In addition, Fel-Pro has been named as a defendant in a large number
of product liability cases involving asbestos, primarily involving gasket or
packing products sold to ship owners. The majority of these cases are
administratively dismissed as received by the court due to the expiration of the
statute of limitations. The Company is defending all such claims vigorously and
believes that it and Fel-Pro have substantial defenses to liability and adequate
insurance coverage for defense and indemnity. While the outcome of litigation
cannot be predicted with certainty, management believes that asbestos claims
pending against Federal-Mogul Corporation and Fel-Pro as of June 30, 1998 will
not have a material effect on the Company's financial position. At June 30,
1998, approximately $2 million in related reserves has been provided related to
asbestos claims pending against Federal-Mogul Corporation and Fel-Pro.
Other
The Company is involved in various other legal actions and claims, directly and
through its subsidiaries (including T&N and Fel-Pro). After taking into
consideration legal counsel's evaluation of such actions, management is of the
opinion that its outcomes are not reasonably likely to have a material adverse
affect on the Company's financial position, operating results, or cash flows.
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED
JUNE 30, 1997
RESULTS OF OPERATIONS
Following the acquisitions of T&N and Fel-Pro, Federal-Mogul's integrated
operations have been reorganized to realize synergies and effectively coordinate
operations. Operations are conducted through three manufacturing operating units
corresponding to major product areas: Powertrain Systems, Sealing Systems and
General Products. The major product categories in Powertrain Systems include
engine bearings and piston products. Sealing Systems includes dynamic seals and
gaskets. General Products include camshafts, friction products, sintered
products, systems protection products and a number of smaller product lines. The
Worldwide Aftermarket organization is responsible for the Company's global
aftermarket sales, marketing and distribution.
-28-
<PAGE> 29
Net Sales
Sales for the second quarter of 1998 were $1,214.0 million compared to $481.8
million in the same quarter of 1997. The 152.0% increase in net sales is
primarily attributable to the acquisitions of T&N and Fel-Pro, the results of
which were included from their respective dates of acquisition. Excluding the
impact of the T&N and Fel-Pro acquisitions and the impact of previously divested
retail aftermarket businesses, net sales decreased 4.3%.
Powertrain Systems sales were $531.8 million for the second quarter of 1998
compared to $222.4 million for the same 1997 quarter. Approximately $326 million
of the 139.1% increase related to sales of T&N. Excluding the acquisition of T&N
and powertrain products previously sold through the divested retail aftermarket
businesses, sales decreased 4.2% due to effects from the General Motors strike
as well as softness in the North American aftermarket business.
Sealing Systems sales were $256.0 million in the second quarter of 1998 compared
to $73.6 million in the second quarter of 1997. Approximately $72 million of the
247.8% increase related to sales of T&N and approximately $110 million related
to sales of Fel-Pro. Excluding the acquisitions of T&N and Fel-Pro and sealing
products previously sold through the divested retail aftermarket businesses,
sales increased 2.2% due to new cylinder head, exhaust gasket and crankshaft
programs with General Motors.
General Products sales were $426.2 million in the second quarter of 1998
compared to $185.8 million in 1997. Approximately $269 million of the 129.4%
increase related to sales of T&N. Excluding the acquisitions of T&N and general
products previously sold through the divested retail aftermarket businesses,
sales decreased 7.3% primarily due to continuing softness in the North American
aftermarket business.
Cost of Products Sold
Cost of products sold as a percent of net sales decreased to 73.9% for the
second quarter of 1998 from 76.1% for the same 1997 quarter. Management
attributes this decrease to productivity improvements, cost controls,
streamlined operations, the divestiture of underperforming assets and the
acquisitions previously discussed.
Selling , General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses as a percent of net sales
increased to 14.9% for the second quarter of 1998 compared to 14.7% for the
second quarter of 1997. The slight increase is primarily attributable to
approximately $2 million increase related to Year 2000 costs.
Amortization Expense
Amortization expense in the second quarter of 1998 was $25.0 million compared to
$2.7 million for the second quarter of 1997. The increase in amortization
expense was attributable to the expense related to the increase in goodwill and
other intangible assets associated with the T&N and Fel-Pro acquisitions.
-29-
<PAGE> 30
Adjustment of Assets Held for Sale to Fair Value
In the second quarter, the Company recognized a $1.0 million benefit associated
with the adjustment of the assets of Chile to its estimated fair value.
As part of its 1996 restructuring plan, the Company continued to close or sell
certain retail aftermarket operations during the second quarter of 1998. As of
June 30, 1998, retail aftermarket operations that continue to be held for sale
include those in Puerto Rico. Net cash proceeds received for those retail
aftermarket locations sold in the second quarter approximated $3 million. No
gain or loss was recognized on the dispositions of those retail aftermarket
locations, as the related assets had been previously adjusted to fair value.
Integration Costs
In the second quarter of 1998, the Company incurred $4.7 million in expenses
directly related to the integration of the T&N and Fel-Pro acquisitions
previously discussed. In addition, the Company expects to incur additional
expenses of approximately $38 million necessary to complete the integration of
the acquired companies.
Net Interest Expense
Interest expense in the second quarter of 1998 was $50.6 million compared to
$7.9 million for the second quarter of 1997. The increase in interest expense is
attributable to the interest expense related to the financing of the T&N and
Fel-Pro acquisitions slightly offset by reduced preacquisition debt levels as
compared to the second quarter of 1997.
Income Tax Expense
During the second quarter of 1998, due to the acquisitions of T&N and Fel-Pro,
the Company recognized approximately $14 million in non-deductible goodwill
amortization expense.
Pro Forma Results
The following unaudited pro forma financial information for the three month
period ended June 30, 1998 assumes the T&N and Fel-Pro acquisitions occurred as
of the beginning of the period, after giving effect to certain adjustments,
including the amortization of intangible assets, interest expense on acquisition
debt, divestitures of the T&N Bearings Business and Fel-Pro Chemical Business,
and income tax effects. The pro forma results (in millions of dollars, except
per share data) have been prepared for comparative purposes only and are not
necessarily indicative of the results of operations which may occur in the
future or that would have occurred had the acquisitions of T&N and Fel-Pro been
consummated on the dates indicated, nor are they necessarily indicative of the
Company's future results of operations.
<TABLE>
<CAPTION>
Unaudited Pro Forma Financial Information
Three Months Ended June 30
--------------------------
1998 1997
------ ------
<S> <C> <C>
Net sales $1,214.0 $1,270.7
Net earnings before extraordinary item $28.4 $47.1
Earnings per share $.63 $1.27
Earnings per share assuming dilution $.55 $1.12
</TABLE>
-30-
<PAGE> 31
The unaudited pro forma financial information for the three months ended June
30, 1997 includes the recognition of an income tax benefit and the recognition
of a gain, both related to the sale of businesses. The net after-tax effect of
these transactions was a benefit of approximately $23 million ($.56 per diluted
share).
SIX MONTHS ENDED JUNE, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
RESULTS OF OPERATIONS
Net Sales
Sales for the six months ended June 30, 1998 were $1,872.0 million compared to
$967.4 million for the same 1997 period. The 93.5% increase in net sales is
primarily attributable to the acquisitions of T&N and Fel-Pro the results of
which were included from their respective dates of acquisition. Excluding the
impact of the T&N and Fel-Pro acquisitions and the impact of previously divested
retail aftermarket businesses, net sales decreased 4.2%.
Powertrain Systems sales were $810.8 million for the first half of 1998 compared
to $431.6 million for the first half of 1997. Approximately $409 million of the
87.9% increase related to sales of T&N. Excluding the acquisition of T&N and
powertrain products previously sold through the divested retail aftermarket
businesses, sales decreased 2.8%. The decrease in sales is attributable to
effects from the General Motors strike as well as softness in the North American
aftermarket business.
Sealing Systems sales were $424.3 million in the first half of 1998 compared to
$157.4 million in the first half of 1997. Approximately $92 million of the
169.6% increase related to sales of T&N and approximately $168 million related
to sales of Fel-Pro. Excluding the acquisitions of T&N and Fel-Pro and sealing
products previously sold through the divested retail aftermarket businesses,
sales increased 5.4% due to strong heavy duty and industrial sales.
General Products sales were $636.9 million in the first half of 1998 compared to
$378.4 million in 1997. Approximately $338 million of the 68.3% increase related
to sales of T&N. Excluding the acquisitions of T&N and general products
previously sold through the divested retail aftermarket businesses, sales
decreased 10.4% primarily due to continuing softness in the North American
aftermarket business.
Cost of Products Sold
Cost of products sold as a percent of net sales decreased to 74.4% for the first
half of 1998 from 76.5% for the first half of 1997. Excluding the effect of a
$10.9 million charge in the first quarter of 1998 associated with the purchase
accounting write-up of acquired inventory to fair value and the subsequent sale
of this inventory at the higher cost, as well as a $4.5 million write-down of
inventory associated with the Puerto Rico and Chile retail aftermarket to be
divested, cost of products sold as a percent of sales decreased to 73.6%.
Management attributes this decrease to productivity improvements, cost controls,
streamlined operations, the divestiture of underperforming assets and the
acquisitions previously discussed.
-31-
<PAGE> 32
Selling , General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses as percent of net sales
decreased to 14.9% for the first half of 1998 compared to 15.2% for the first
half of 1997. The decrease is primarily attributable to the benefits of prior
restructuring actions and the divestiture of retail aftermarket businesses,
slightly offset by approximately $3 million increase related to Year 2000 costs.
Amortization Expense
Amortization expense in the first half of 1998 was $35.1 million compared to
$5.2 million for the first half of 1997. The increase in amortization expense
was attributable to the expense related to the increase in goodwill and other
intangible assets associated with the T&N and Fel-Pro acquisitions.
Purchased In-Process Research and Development Charge
The Company recognized an $18.6 million charge in the first quarter of 1998
associated with the estimated fair value of in-process research and development
costs allocated in purchase accounting to a portion of the total consideration
paid.
Restructuring Charges
During the first quarter of 1998, the Company recognized a $10.5 million
restructuring charge related to operations in place prior to the acquisitions of
T&N and Fel-Pro. The restructuring charge included $10.2 million and $0.3
million for severance and exit costs, respectively. Employee severance costs
result from planned terminations in various business operations of the Company.
The severance costs were based on the estimated levels that will be paid to the
affected employees pursuant to the Company's workforce reduction policies and
certain foreign governmental regulations. The Company anticipates that the
actions related to the first quarter 1998 restructuring plan will be completed
primarily within one year.
Rationalization of Acquired Businesses
In connection with the previously discussed acquisitions, the Company recognized
approximately $151 million in reserves related to the rationalization and
integration of acquired businesses. The rationalization reserves provide for
approximately $125 million and $26 million in severance and exit costs,
respectively.
The components of the integration plan include: closure of certain manufacturing
facilities worldwide; relocation of highly manual manufacturing product lines to
lower cost regions or more suitable locations; consolidation of overlapping
manufacturing, technical and sales facilities and joint ventures; closure of two
aftermarket central warehouses and five in-country warehouses; consolidation of
aftermarket marketing and customer support functions; and streamlining of
administrative, sales, marketing and product engineering staffs worldwide. An
anticipated result of the integration plan and the restructuring will be a
reduction of approximately 4,200 full-time employees.
-32-
<PAGE> 33
Adjustment of Assets Held for Sale to Fair Value
In addition to the T&N Bearings Business and the Fel-Pro Chemical Business held
for sale, during the first quarter of 1998, the Company decided to sell its
subsidiary, Bertolotti Pietro e Figli, S.r.l. (Bertolotti), conducting
aftermarket operations in Italy. The carrying value of Bertolotti's assets have
been reduced to its fair value based on estimates of selling values less costs
to sell, calculated using multiples of earnings similar to recent automotive
industry transactions in Italy. The Company recognized a $20.0 million first
quarter charge primarily associated with the write-down of Bertolotti's assets
to the estimated fair value. The Company expects to complete the sale of
Bertolotti within one year.
In the second quarter, the Company recognized a $1.0 million benefit associated
with the adjustment of the assets of Chile to its estimated fair value.
As part of its 1996 restructuring plan, the Company continued to close or sell
certain retail aftermarket operations during the first quarter of 1998. As of
June 30, 1998, retail aftermarket operations that continue to be held for sale
include those in Puerto Rico. Net cash proceeds received for those retail
aftermarket locations sold in the first half of 1998 approximated $5 million. No
gain or loss was recognized on the dispositions of those retail aftermarket
locations, as the related assets had been previously adjusted to fair value.
Integration Costs
In the first half of 1998, the Company incurred $4.7 million in expenses
directly related to the integration of the T&N and Fel-Pro acquisitions
previously discussed. In addition, the Company expects to incur additional
expenses of approximately $38 million necessary to complete the integration of
the acquired companies.
The anticipated annual synergy associated with the restructuring,
rationalization and integration is expected to be moderately in excess of these
cumulative costs in the year 2000.
Net Interest Expense
Interest expense in the first half of 1998 was $59.4 million compared to $17.0
million for the first half of 1997. The increase in interest expense is
attributable to the interest expense related to the financing of the T&N and
Fel-Pro acquisitions slightly offset by reduced preacquisition debt levels as
compared to the first half of 1997.
Net Gain on British Pound Currency Option and Forward Contract
In the fourth quarter of 1997, in anticipation of the then pending T&N
acquisition, the Company purchased a British pound currency option for $28.1
million with a notional amount of $2.5 billion. In January 1998, the Company
settled the option and recognized a loss of $17.3 million.
Also in January 1998, in anticipation of the then pending T&N acquisition, the
Company entered into a forward contract to purchase 1.5 billion pounds sterling
for a notional amount of approximately $2.45 billion. As a result of favorable
exchange fluctuations in the British pound/U.S. dollar exchange rate experienced
during the contract period, the Company recognized a $30.6 million gain.
-33-
<PAGE> 34
The Company entered into the above transactions to effectively serve as economic
hedges for the purchase of T&N. Such transactions, however, do not qualify for
"hedge accounting" under U.S. GAAP, and therefore the loss on the British pound
currency option and the gain on the British pound forward contract are reflected
in the statement of operations caption "Net gain on British pound currency
option and forward contract."
Income Tax Expense
During the first half of 1998, the Company recognized charges for adjustment of
assets held for sale to fair value and purchased in-process research and
development and recognized a net gain on the British pound currency option and
forward contract. These transactions resulted in a pre-tax net charge of $25.3
million. The net income tax benefit related to these transactions totaled $2.1
million. In addition, due to the acquisitions of T&N and Fel-Pro, the Company
recognized approximately $14 million in non-deductible goodwill amortization
expense.
Pro Forma Results
The following unaudited pro forma financial information for the six month period
ended June 30, 1998 assumes the T&N and Fel-Pro acquisitions occurred as of the
beginning of the period, after giving effect to certain adjustments, including
the amortization of intangible assets, interest expense on acquisition debt,
divestitures of the T&N Bearings Business and Fel-Pro Chemical Business, and
income tax effects. The pro forma results (in millions of dollars, except per
share data) have been prepared for comparative purposes only and are not
necessarily indicative of the results of operations which may occur in the
future or that would have occurred had the acquisitions of T&N and Fel-Pro been
consummated on the dates indicated, nor are they necessarily indicative of the
Company's future results of operations.
<TABLE>
<CAPTION>
Unaudited Pro Forma Financial Information
Six Months Ended June 30
--------------------------
1998 1997
------ ------
<S> <C> <C>
Net sales $2,407.7 $2,518.6
Net earnings $11.9 $45.7
Earnings per share $.24 $1.17
Earnings per share assuming dilution $.23 $1.08
</TABLE>
The unaudited pro forma financial information for the six months ended June 30,
1998 include charges for adjustment of assets held for sale to fair value,
restructuring, the effects of the previously described purchase accounting
write-up of acquired inventory to fair value and of inventory associated with
the Puerto Rico retail aftermarket business to be divested, and certain other
charges. Also included in the 1998 unaudited pro forma financial information
were the recognized net gain on the British pound currency option and forward
contract and the gain on the Bruss divestiture. The net after tax effect of
these transactions was a charge of approximately $19 million ($.48 per diluted
share).
The unaudited pro forma financial information for the six months ended June 30,
1997 includes the recognition of an income tax benefit and the recognition of a
gain, both related to the sale of businesses. The net after tax effect of these
transactions was a benefit of approximately $23 million ($.56 per diluted
share).
-34-
<PAGE> 35
The $18.6 million charge for purchased in-process research and development has
been excluded from the 1998 unaudited pro forma financial information.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Provided from Operating Activities
Cash flow provided from operating activities was $185.6 million for the six
months ended June 30, 1998. Cash flow was generated primarily from a decrease in
inventories of $43.8 million, an increase in other accrued liabilities of $50.1
million and net earnings adjusted for the loss on early retirement of debt and
the non-cash charges of depreciation and amortization, purchased in-process
research and development, restructuring and adjustment of assets held for sale
to fair value. Partially offsetting these items was an increase in accounts
receivable of $30.0 million, payments against the asbestos liability of $32.7
million and payments against restructuring, reengineering and rationalization
reserves of $20.7 million.
Cash Flow Used by Investing Activities
Cash flow used by investing activities was $2,774.6 million and was primarily
related to the acquisitions of T&N, Fel-Pro, Bimet and the increase in ownership
of Summerton and KFM partially reduced by the sale of the Company's interest in
G. Bruss GmbH & Co. KG and the sale of certain retail aftermarket locations.
Partially offsetting the acquisitions, the Company received proceeds from the
sale of options which were acquired with the acquisition of T&N. In addition,
capital expenditures of $81.1 million were made for property, plant and
equipment to implement process improvements, information technology and new
product introductions. Capital expenditures are anticipated to be approximately
$235 million in 1998, primarily for enhanced manufacturing capabilities and
process improvements.
Cash Flow Provided from Financing Activities
Cash flow provided from financing activities was $2,189.7 million for the first
half of 1998 primarily from the increase in debt related to the acquisitions of
T&N and Fel-Pro and the issuance of common stock detailed below, partially
offset by the related debt issuance fees of $49.4 million and fees paid for the
early retirement of debt of $27.4 million.
On April 17, 1998, in connection with the Company's efforts to put into place a
permanent capital structure, the Company filed a shelf Registration Statement on
Form S-3 with the Securities and Exchange Commission for the offering from time
to time of up to an aggregate $2.5 billion of debt or equity securities
(including shares of common stock registered for the account of certain
securityholders).
On June 6, 1998, the Company issued 12,650,000 shares of common stock under the
registration statement previously discussed, including 2.1 million shares which
were converted from Series E Stock. The net proceeds from the sale of the common
stock of $592 million was used to prepay the entire outstanding principal amount
under the Senior Subordinated Credit Agreement and partially repay the Senior
Credit Agreement
-35-
<PAGE> 36
In addition, under the above registration statement, the Company issued $1.0
billion of bonds on June 25, 1998. The bonds have maturities ranging from 6 to
12 years, a weighted average yield of 7.76% and a weighted average coupon of
7.73%. The net proceeds were used to reduce floating rate bank debt.
As of June 30, 1998, the Company had $1.2 billion outstanding related to the
Senior Credit Agreement with maturities ranging from March of 1999 through the
year 2005.
In addition, the Company funded a portion of the T&N acquisition through the
December 1997 sale of 11.5 million shares of 7% Trust Convertible Preferred
Securities (generating gross proceeds of $575 million) by Federal-Mogul
Financing Trust, a subsidiary of the Company.
The early retirement of the Senior Subordinated Credit Agreement and the partial
repayment of the Senior Credit Agreement, as well as the early retirement in
April 1998 of $251 million in private placement debt assumed in connection with
the acquisition of T&N, resulted in a $47.1 million pretax ($31.3 million after
tax) extraordinary loss in the second quarter of 1998.
In connection with the Fel-Pro acquisition, the Company issued 1,030,325.6
million shares Series E Stock with an imputed value of $225 million. The shares
of Series E Stock are exchangeable into shares of the Company's common stock at
a rate of five shares of common stock per share of Series E Stock. Subsequently,
in June 1998, in conjunction with the common stock offering, the Company
converted 422,581 shares of Series E Stock into 2.1 million shares of common
stock. The remaining 607,745 million shares of Series E Stock are required to be
exchanged into shares of the Company's common stock no later than February 24,
1999, subject to certain conditions and such shares are paid quarterly dividends
at a rate of $0.12 per common stock equivalent.
The Company believes that cash flow from operations, together with borrowings
available under the Company's revolving credit facility, will continue to be
sufficient to meet its ongoing working capital requirements.
Foreign Currency and Commodity Contracts
The financial condition and results of operations of certain of the Company's
operating entities are reported in various foreign currencies (principally
pounds sterling, German marks, and to a lesser extent South African rand and
French francs, among others) and then translated into U.S. dollars at the
applicable exchange rate for inclusion in the Company's financial statements. As
a result, the appreciation of the dollar against these foreign currencies will
have a negative impact on the reported sales and operating margin of T&N and
other subsidiaries as consolidated into the Company. Conversely, the
depreciation of the dollar against these foreign currencies will have a positive
impact.
In addition, the Company incurs currency transaction risk whenever it or one of
its foreign subsidiaries enters into either a purchase or sales transaction
using a different currency than the relevant entity's functional currency.
Currency transaction risk is reduced by matching revenues and costs with the
same currency. Given the volatility of currency exchange rates, there can be no
assurance that the Company will be able to effectively manage its currency
transaction risks or that any volatility in currency exchange rates will not
have a material adverse effect on the Company's financial condition or results
of operations.
-36-
<PAGE> 37
OTHER MATTERS
New Dividend Policy
Dividends on the capital stock of the Company are payable at the discretion of
the Company's Board of Directors. Historically, quarterly dividends had been
$.12 per share. In May 1998, the Board of Directors reduced the quarterly
dividend and subsequently declared a cash dividend payable in the second quarter
of 1998 in the amount of $.0025 per share of common stock. The Company,
consistent with its growth strategy, presently intends to retain future earnings
in the business and therefore anticipates paying dividends at a comparable level
in the foreseeable future.
Year 2000 Costs
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Company has
established a team that has completed an awareness program and assessment
project to address the Year 2000 issue including information technology (IT) and
non-IT systems. In addition, the Board of Directors has received status reports
related to the Company's progress in addressing the Year 2000 issue. The Company
has determined that it will be required to modify or replace portions of its
software so that its computer systems will properly utilize dates beyond
December 31, 1999. The Company has initiated remediation and testing, and is
implementing the action plan to address the Year 2000 issue and estimates that
the majority of testing will be completed by the end of the first quarter of
1999. A number of independent third party audits have been performed and
others are planned. The Company presently believes that with modifications to
existing software and conversions to new software, the Year 2000 issue can be
mitigated. However, if such modifications and conversions are not made, or are
not completed timely, the Year 2000 issue could cause production
interruptions that could have a material impact on the operations of the
Company. The Company has initiated development of contingency plans and will
continue to do so throughout the program.
The Company has initiated formal communications with a substantial majority of
its significant suppliers and large customers to determine their plans to
address the Year 2000 issue. While the Company expects a successful resolution
of all issues, there can be no guarantee that the systems of other companies on
which the Company's systems rely will be converted in a timely manner, or that a
failure to convert by a supplier or customer, or a conversion that is
incompatible with the Company's systems, would not have a material adverse
effect on the Company. The Company has determined it has no exposure to
contingencies related to the Year 2000 issue for the products it has sold.
The Company has contracts in place with external resources and has allocated
internal resources to reprogram or replace, and test the software for Year 2000
modifications. The Company plans to complete the Year 2000 project within one
year. The total cost of the Year 2000 project is estimated to be $25 million
and is being funded through operating cash flows. Of the total project cost,
approximately $11 million is attributable to the purchase of new software which
will be capitalized. The remaining $14 million represents maintenance and
repair of existing systems and will be expensed as incurred. The Company
expects a substantial majority of the costs will be incurred in 1998, and early
1999. As of June 30, 1998, the Company had incurred and expensed approximately
$5 million related to the completed awareness program and assessment project
and the implementation of their remediation plan.
-37-
<PAGE> 38
The costs of the project and the date which the Company plans to complete the
Year 2000 modifications are based on management's best estimates, which were
derived utilizing numerous assumptions of future events including the continued
availability of certain resources, third party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and similar uncertainties.
Effect of Accounting Pronouncements
In 1997, the Financial Accounting Standards Board issued Statement No. 130,
("SFAS No. 130") "Reporting Comprehensive Income". SFAS No. 130 establishes
standards for the reporting and display of comprehensive income and its
components in a full set of general purpose financial statements. The company
adopted Statement 130 as of January 1, 1998. The adoption of this statement had
no impact on Federal Mogul's net earnings (loss) or shareholders' equity. SFAS
No. 130 requires foreign currency translation adjustments and unrealized gains
or losses on investments and derivative instruments to be included in other
comprehensive income. Prior to the adoption of SFAS No. 130 these items were
reported as a component of shareholders' equity.
Total comprehensive income (loss), net of the related estimated tax, was $(19.7)
million and $22.0 million for the three months ended June 30, 1998 and 1997,
respectively and $(24.2) million and $27.3 million for the six months ended June
30, 1998 and 1997, respectively. In June 1998, the Financial Accounting
Standards Board issued Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities, which is required to be adopted in years beginning after
June 15, 1999. The Company currently makes minimal use of derivatives.
Management does not anticipate, under current circumstances, that the adoption
of the new Statement will have a significant effect on earnings or the financial
position of the Company.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 20, 1998,
at which time the shareholders considered and voted on (i) the
election of nine directors, (ii) the approval of the appointment of
Ernst & Young LLP as independent accountants for 1998, and (iii) the
approval of the Amended and Restated 1997 Long Term Incentive Plan;
and (iv) the approval of the amendment and restatement of the
Corporation's Articles of Incorporation to increase the number of the
Corporation's authorized common shares
Seven of the nominees for director at the meeting were incumbents and
two (Messers. Lewis and Whalen) are new to the Board, all nominees
were elected. The following table sets forth the number of votes for
and withheld with respect to each nominee:
NOMINEE VOTES FOR VOTES WITHHELD
J. J. Fannon 36,647,001 112,475
R. M. Hills 36,653,092 116,384
P. S. Lewis 36,648,912 120,564
A. Madero 36,653,375 116,101
R. S. Miller, Jr. 36,645,691 123,785
J. C. Pope 36,647,177 122,299
H. M. Sekyra 36,648,333 121,143
R. A. Snell 36,655,200 114,276
G. Whalen 36,655,988 113,488
-38-
<PAGE> 39
The appointment of Ernst & Young LLP as independent accountants for
1998 was approved, with 36,601,254 votes cast "For", 78,167 votes cast
"Against" and 95,055 abstentions. The Amended and Restated 1997 Long
Term Incentive Plan was approved with 27,021,261 votes cast "For",
6,875,016 votes cast "Against" and 228,793 abstentions. The Amendment
and Restatement of the Articles of Incorporation to increase the
Corporation's authorized common stock was approved with 32,436,620
"For", 1,410,240 votes cast "Against" and 260,210 abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
*3.2 The Company's Bylaws, as amended.
27 Financial Data Schedule
(b) Reports on Form 8-K:
(b) Reports on Form 8-K:
On April 7, 1998, the Company filed a Current Report on Form 8-K/A to
amend and restate Item 7 of its Current Reports on Form 8-K dated
March 11, 1998 and March 23, 1998.
On April 17, 1998, the Company filed a Current Report on Form 8-K to
file the audited consolidated financial statements of Felt Products
Mfg. Co. and Subsidiaries.
On June 11, 1998, the Company filed a Current Report on Form 8-K to
file the audited consolidated financial statement of certain Guarantor
subsidiaries to the Company's Shelf Registration Statement.
On June 24, 1998 the Company filed a Current Report on Form 8-K/A
(amendment #2 to amend and restate Item 7 of its Current Reports filed
on March 11, 1998, March 23, 1998 and April 7, 1998.
- -----------------
*Filed herewith.
-39-
<PAGE> 40
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, thereunto duly authorized.
FEDERAL-MOGUL CORPORATION
By: /s/ Thomas W. Ryan
------------------------------
THOMAS W. RYAN
Executive Vice President and
Chief Financial Officer
By: /s/ Kenneth P. Slaby
------------------------------
KENNETH P. SLABY
Vice President and Controller,
Chief Accounting Officer
Dated: August 14, 1998
-40-
<PAGE> 1
EXHIBIT 3.2
BYLAWS
OF
FEDERAL-MOGUL CORPORATION
<PAGE> 2
BYLAWS
OF
FEDERAL-MOGUL CORPORATION
INDEX
PAGE
----
ARTICLE I - SHAREHOLDERS 1
- -------------------------
(1)
Section 1 - Annual Meeting 1
(2)
Section 2 - Special Meeting 1
Section 3 - Place of Meeting 2
Section 4 - Notice of Meeting 2
(3)
Section 5 - Adjourned Meetings 2
Section 6 - Voting Lists 2
Section 7 - Quorum 3
Section 8 - Manner of Acting 3
(4)
Section 9 - Postponement of Annual or Special Meeting 3
(5)
Section 10 - Nomination and Shareholder Business Bylaw 3
ARTICLE II - DIRECTORS 6
- -----------------------
Section 1 - General Powers 6
(6)
Section 2 - Number, Tenure, Qualifications, & Removal 6
Section 3 - Annual Meetings 7
Section 4 - Regular Meetings 7
Section 5 - Special Meetings 7
- -----------------------
(1) Amended 5/21/85, 7/25/90
(2) Amended 11/03/88
(3) Amended 7/25/90
(4) Amended 7/25/90
(5) Amended 7/25/90
(6) Amended 8/01/84, 2/04/88, 2/08/89, 9/28/89, 7/24/91, 4/26/95, 2/04/98
-i-
<PAGE> 3
PAGE
----
(7)
Section 6 - Notice 8
Section 7 - Quorum 8
Section 8 - Manner of Acting 9
Section 9 - Vacancies 9
Section 10 - Compensation 9
Section 11 - Committees 9
ARTICLE III - OFFICERS 9
- -----------------------
Section 1 - Number 9
Section 2 - Election and Term of Office 10
Section 3 - Removal and Resignations 10
Section 4 - Vacancies 10
Section 5 - The Chief Executive Officer 10
Section 6 - Authority of Officers, Agents and Employees,
Generally 11
Section 7 - The Chairman of the Board, The Vice Chairman
of the Board and The President 12
(8)
Section 8 - The Secretary 12
Section 9 - The Treasurer 13
Section 10 - Assistant Secretaries and Assistant Treasurers 13
Section 11 - Remuneration 13
(9)
ARTICLE IV - INDEMNIFICATION OF DIRECTORS, OFFICERS,
- -----------------------------------------------------
EMPLOYEES AND AGENTS 14
--------------------
Section 1 - Non-Derivative Actions 14
Section 2 - Derivative Actions 14
Section 3 - Expenses or Successful Defense 15
Section 4 - Definition 15
Section 5 - Contract Right; Limitation on Indemnity 16
Section 6 - Right of Claimant to Bring Suit 16
Section 7 - Proportionate Indemnity 17
Section 8 - Expense Advance 17
Section 9 - Non-Exclusivity of Rights 17
Section 10 - Indemnification of Employees and Agents of
the Corporation 18
- ---------------------------
(7) Amended 7/25/90
(8) Amended 8/01/84
(9) Amended 11/03/88
-ii-
<PAGE> 4
Page
----
Section 11 - Insurance 18
Section 12 - No Liability if Determination Made in Good Faith 18
Section 13 - Scope of Indemnity; Changes in Michigan Law 18
Section 14 - Severability 19
ARTICLE V - FIXING RECORD DATE 19
- -------------------------------
ARTICLE VI - LOANS, CHECKS, DEPOSITS, ETC. 20
- -------------------------------------------
Section 1 - Loans 20
Section 2 - Checks, Drafts, etc. 20
Section 3 - Deposits 20
ARTICLE VII - CERTIFICATES FOR SHARES 21
- --------------------------------------
(10)
Section 1 - Certificates for Shares 21
Section 2 - Lost Certificates 21
Section 3 - Transfer of Shares 21
Section 4 - Regulations 22
Section 5 - Elimination of Certificates for Stock 22
ARTICLE VIII - FISCAL YEAR 22
- ---------------------------
ARTICLE IX - SEAL 22
- ------------------
(11)
ARTICLE X - EMERGENCY PROVISIONS 22
- ----------------------------------
Section 1 - General 22
Section 2 - Unavailable Directors 23
Section 3 - Authorized Number of Directors 23
Section 4 - Quorum 23
Section 5 - Creation of Emergency Committee 23
Section 6 - Constitution of Emergency Committee 24
Section 7 - Powers of Emergency Committee 24
Section 8 - Directors Becoming Available 25
Section 9 - Election of Board of Directors 25
Section 10 - Termination of Emergency Committee 25
ARTICLE XI - AMENDMENTS 25
- ------------------------
- ------------------------
(10) Amended 7/28/90
(11) Amended 8/01/84
-iii-
<PAGE> 5
BYLAWS
OF
FEDERAL-MOGUL CORPORATION
ARTICLE I
Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the fourth Wednesday in May of each year or at such other date as the
Board of Directors in its discretion shall determine at the time stated in the
notice of meeting, for the purpose of electing directors and for the
transaction of such other business as may be determined by the Board of
Directors or as otherwise properly may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday at the place of meeting,
such meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders may be
called by the Chairman of the Board, or by the President, or pursuant to
resolution of the Board of Directors. Business transacted at a special meeting
of stockholders shall be confined to the purpose or purposes of the meeting as
stated in the notice of the meeting.
-1-
<PAGE> 6
Section 3. Place of Meeting. The Board of Directors may designate any place
either within or without the State of Michigan as the place of meeting for any
annual or special meeting of shareholders called by the Board of Directors. If
no designation is made or if a special meeting be called otherwise than by the
Board of Directors, the place of meeting shall be the registered office of the
Corporation in the State of Michigan.
Section 4. Notice of Meetings. Written or printed notice stating the time,
place and purposes of a meeting of shareholders shall be given not less than
ten nor more than sixty days before the date of the meeting, by mail, by or at
the direction of the Chairman of the Board, the President, the Secretary, or
the directors or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail in a sealed envelope addressed
to the shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.
Section 5. Adjourned Meetings. Any annual or special meeting of shareholders
may be adjourned by the chairman of the meeting or pursuant to resolution of
the Board of Directors. Notice need not be given of an adjourned meeting of
shareholders if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting only such business may
be transacted as might have been transacted at the original meeting. If after
the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to vote at the meeting.
Section 6. Voting Lists. It shall be the duty of the officer or agent who
shall have charge of the stock transfer books for shares of the Corporation to
make and certify a complete list of the shareholders entitled to vote at a
shareholder's meeting or any adjournment thereof, arranged in alphabetical
order within each class and series, with the addresses of, and the number of
shares held by, each shareholder. Such list shall be produced at the time and
place of the meeting, shall be subject to the inspection by any shareholder
during the whole time of the meeting, and shall be
-2-
<PAGE> 7
prima facie evidence as to who are the shareholders entitled to examine such
list or to vote in person or by proxy at such meeting.
Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The shareholders present in person or by proxy at such meeting
may continue to do business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. Whether or not a quorum is
present, the meeting may be adjourned by a vote of the shares present.
Section 8. Manner of Acting. The election of directors shall be determined by
a plurality of the votes cast by the holders of shares entitled to vote thereon
or their proxies. Except as otherwise provided by law, or by the Articles of
Incorporation, all other matters shall be determined by a majority of the votes
cast by the holders of shares entitled to vote thereon or their proxies.
Section 9. Postponement of Annual or Special Meeting. The Board of Directors
acting by resolution may postpone and reschedule any previously scheduled
annual or special meeting of shareholders.
Section 10. Nomination and Shareholder Business Bylaw.
(A) Annual Meetings of Shareholders. (1) Nominations of persons for election
to the Board of Directors of the Corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of shareholders
(a) pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the Corporation who was
a shareholder of record at the time of giving of notice provided for in this
Bylaw, who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Bylaw.
-3-
<PAGE> 8
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are
owned beneficially and of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this Bylaw to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for director or specifying
the size of the increased Board of Directors made by the Corporation at least
-4-
<PAGE> 9
70 days prior to the first anniversary of the preceding year's annual meeting,
a shareholder's notice required by this Bylaw shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
(B) Special Meetings of Shareholders. Only such business shall be conducted
at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided hereunder, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Bylaw. Nominations by shareholders of persons for election to
the Board of Directors may be made at such a special meeting of shareholders if
this shareholder's notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.
(C) General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedure set forth
in this Bylaw. The Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in this Bylaw
and, if any proposed nomination or business is not in compliance with this
Bylaw, to declare that such defective proposal shall be disregarded.
-5-
<PAGE> 10
(2) For purposes of this Bylaw, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Bylaw, a shareholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE II
Directors
Section 1. General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors, except as otherwise provided by law or by
the Articles of Incorporation.
Section 2. Number, Tenure and Qualifications, and Removal. The number of
directors of the Corporation shall be as determined from time to time by the
Board of Directors but effective May 20, 1998, shall be nine members. Each
director shall hold office for the term for which he is named or elected and
until his successor shall have been elected and qualified, or until his
resignation or removal. The age limit for directors, including directors who
have served as Chief Executive Officer of the Corporation, shall be age
seventy, and for employee directors who have not served as Chief Executive
Officer of the Corporation shall be age sixty-five. A director shall not be
eligible for re-election at the annual meeting of the shareholders next
following the date on which he attains the applicable age limit.
Notwithstanding the foregoing provisions of this Section 2, the term of office
of an employee director who has not served as Chief Executive Officer of the
Corporation shall expire upon termination of his employment unless the Board of
Directors shall theretofore
-6-
<PAGE> 11
have requested that he continue to hold office following such termination of
employment. Any director may be removed from office as a director but only for
cause and by the affirmative vote of the holders of a majority of the shares
entitled to vote at an election of directors.
Section 3. Annual Meetings. The newly elected Board of Directors shall meet
immediately following the annual meeting of shareholders at the place where
such annual shareholders meeting is held for the purpose of the organization of
the Board, the election of officers, and the transaction of such other business
as may properly come before the meeting, and no notice of such meeting shall be
necessary.
Section 4. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such times and at such places, within or without the
State of Michigan, as shall from time to time be determined by the Board.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or a majority of the
directors, and shall be called at the request of any two directors. Such
meetings, if called by the Chairman of the Board, the President or by a
majority of the directors may be held at such place within or without the State
of Michigan as the Chairman of the Board, the President or as a majority of the
Board of Directors may from time to time determine. If any such special
meetings are called other than by the Chairman of the Board, the President or a
majority of the Board of Directors, they shall be held at the registered office
of the Corporation in the State of Michigan unless otherwise consented to in
writing by all of the directors or unless previous nuclear attack prevents the
holding of a meeting at such place, in which case such meeting shall be held as
close to such registered office as possible.
Section 6. Notice. Notice of any special meeting of directors shall be given
by or at the direction of the Chairman of the Board, the President, the
Secretary or the directors calling the meeting by written notice delivered
personally or mailed to each director at his business address, or by telegram.
If mailed, such notice shall be given at least four days prior to the meeting
and shall be
-7-
<PAGE> 12
deemed to be given when deposited in the United States mail in a sealed
envelope so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be given at least twenty-four hours prior to the
meeting and shall be deemed to be given when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The
attendance of a director at, or participation in, any meeting shall constitute
a waiver of notice of such meeting, unless the director, at the beginning of
the meeting, or upon his or her arrival, objects to the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting. A director may participate in a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can communicate with
each other and such participation shall constitute attendance at any meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 7. Quorum. A majority of the Board of Directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but, if less than a majority of the directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
Section 8. Manner of Acting. The vote of the majority of directors present at
the meeting at which a quorum is present shall be the act of the Board of
Directors, unless a larger number is required by law, the Articles of
Incorporation or these Bylaws.
Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a
majority of the remaining members of the Board though less than a quorum. Such
vacancies may be filled for a term of office continuing only until the next
election of Directors by the Shareholders.
Section 10. Compensation. Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors,
adopted by a majority of directors then in office, a fixed
-8-
<PAGE> 13
sum and expenses of attendance, if any may be allowed for attendance at each
meeting of the Board of Directors; provided that nothing herein contained shall
be construed to preclude any director from serving the Corporation in any
capacity other than as a director or officer and receiving compensation
therefor.
Section 11. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more directors, and may
designate one or more directors as alternate members of a committee to replace
an absent or disqualified member at a committee meeting. In the absence or
disqualification of a member of a committee, the members thereof present at a
meeting and not disqualified from voting, whether or not they constitute a
quorum, may by unanimous vote appoint another director to act at the meeting in
the place of such absent or disqualified member. Committees and each member
thereof shall serve at the pleasure of the Board.
To the extent provided by the resolution of the Board of Directors a committee
shall have and may exercise all powers and authority of the Board in the
management of the business and affairs of the Corporation.
ARTICLE III
Officers
Section 1. Number. The Board of Directors shall elect a Chairman of the
Board, a President, a Secretary and a Treasurer, (and shall designate a Chief
Executive Officer in accordance with Section 5 of this Article III) and may
elect a Vice Chairman of the Board, a Controller, one or more Executive Vice
Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and
such other officers and agents as it may deem necessary for the transaction of
the business of the Corporation. No one of the said officers except the
Chairman of the Board, the Vice Chairman of the Board, and the President need
be a director. Two or more of the above offices except those of President and
Vice President may be held by the same person, but no officer shall execute,
-9-
<PAGE> 14
acknowledge or verify any instrument in more than one capacity if the
instrument is required by law or the Articles of Incorporation or these Bylaws
to be executed, acknowledged or verified by two or more officers.
Section 2. Election and Term of Office. The officers of the Corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of shareholders subject to the
power of the Board of Directors to designate any office at any time and elect
any person thereto. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office for the term for which he is elected and until
his successor is elected and qualified or until his resignation or removal.
Section 3. Removal and Resignations. Any officer or agent may be removed by
the Board of Directors with or without cause. An officer may resign by written
notice to the Corporation. Such resignations shall be effective upon receipt
by the Corporation or at a subsequent time specified in the notice of
resignation.
Section 4. Vacancies. The Board of Directors shall have the power to fill any
vacancies in any office occurring from whatever reason.
Section 5. The Chief Executive Officer. The Board of Directors shall
designate either the Chairman of the Board or the President as the Chief
Executive Officer. Subject to the direction and under the supervision of the
Board of Directors, the Chief Executive Officer shall manage the business and
affairs of the Corporation, and shall be in charge of its property and have
control over its officers, agents and employees. Subject to the direction and
under the supervision of the Board of Directors, the Chief Executive Officer
may execute in the name of the Corporation all deeds, bonds, mortgages,
contracts and other documents except in cases where the execution thereof shall
be expressly and specifically delegated by the Board of Directors or these
Bylaws exclusively to some other person or persons. If the office of Chairman
of the Board and Chief Executive Officer
-10-
<PAGE> 15
are combined, the President may act as the Chief Executive Officer in the case
of the Chairman's sickness, disability or temporary absence from the
Corporation's Registered Office, and whether or not the Chairman is sick,
disabled or absent, the President may execute on behalf of the Corporation any
deed, bond, mortgage, contract or document which a Chief Executive Officer is
authorized hereinabove to execute, subject to the direction and supervision of
the Board of Directors and the Chief Executive Officer. If the offices of
President and Chief Executive Officer are combined, the Executive Vice
President with the greatest length of service in such capacity or, if there be
no Executive Vice President, the Chairman of the Board, may act as the Chief
Executive Officer in the case of the President's sickness, disability or
temporary absence from the Corporation's Registered Office, and whether or not
the President is sick, disabled or absent, such Executive Vice President or
Chairman of the Board, as the case may be, may execute on behalf of the
Corporation any deed, bond, mortgage, contract or document which a Chief
Executive Officer is authorized hereinabove to execute, subject to the
direction and supervision of the Board of Directors and the Chief Executive
Officer.
Section 6. Authority of Officers, Agents and Employees, Generally. Except as
otherwise provided by law, the Articles of Incorporation or these Bylaws, all
officers, agents and employees of the Corporation shall have such powers and
perform such duties as from time to time may be prescribed by the Board of
Directors, or the Chief Executive Officer. However, unless specifically
authorized by resolution of the Board of Directors, a person who is not an
officer of the Corporation shall have no authority to execute on its behalf any
(1) contract for the purchase or sale of lands or buildings, (2) deed, (3)
lease of lands or buildings, (4) mortgage, (5) instrument creating any lien on
the personal or real property of the Corporation or (6) contract or other
instrument not entered into in the ordinary course of business.
Section 7. The Chairman of the Board, The Vice Chairman of the Board and the
President. In addition to the powers and duties elsewhere herein conferred or
provided for, the Chairman of the Board, the Vice Chairman of the Board and the
President shall have the following powers and duties subject to the direction
and under the supervision of the Board of Directors. The Chairman
-11-
<PAGE> 16
of the Board shall preside at meetings of the Board of Directors and of the
shareholders. In the absence of the Chairman of the Board, the Vice Chairman
of the Board, if such office shall be created, shall so preside. The President
shall preside at meetings of the Board of Directors and of the shareholders in
the absence of the Chairman of the Board and any Vice Chairman of the Board.
Section 8. The Secretary. In addition to the powers and duties elsewhere
herein conferred or provided for, the Secretary shall have the following powers
and duties subject to the direction and under the supervision of the Board of
Directors and the Chief Executive Officer. He shall attend all meetings of the
Board and all meetings of the shareholders and act as clerk thereof and record
all votes and the minutes of all proceedings in a book to be kept for that
purpose. He shall perform like duties for all directors' committees when
required. He shall have custody of the seal of the Corporation and shall have
authority to cause such seal to be affixed to or impressed or otherwise
reproduced upon all documents the execution of which on behalf of the
Corporation shall have been duly authorized. He shall cause to be kept records
containing the names and addresses of all shareholders of the Corporation, the
number, class and series of shares held by each and the dates when they
respectively became shareholders of record thereof at the registered office of
the Corporation or at the office of its transfer agent within or without the
State of Michigan. In general, he shall perform the duties usually incident to
the office of Secretary. At any meeting of the shareholders or Board of
Directors at which the Secretary is not present a Secretary Pro Tempore or
Clerk of the meeting may be appointed by the meeting.
Section 9. The Treasurer. In addition to the powers and duties elsewhere
herein conferred or provided for, the Treasurer shall have the following powers
and duties subject to the direction and under the control of the Board of
Directors and the Chief Executive Officer. He shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuable effects in the name of and to the credit
of the Corporation, in such depositaries as may be designated by the Board of
Directors, and, in general, he shall perform the duties usually incident to the
office of Treasurer. If required by the Board of Directors, the Treasurer
shall furnish the
-12-
<PAGE> 17
corporation with a proper bond, in a sum and with one or more sureties
satisfactory to the Board of Directors, for the faithful performance of the
duties of his office, and for the restoration to the Corporation in case of his
death, resignation, retirement or removal from office of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control and belonging to the Corporation.
Section 10. Assistant Secretaries and Assistant Treasurers. In addition to
the powers and duties elsewhere herein conferred or provided for, Assistant
Secretaries and Assistant Treasurers shall have the following powers and duties
subject to the direction and under the supervision of the Board of Directors
and the Chief Executive Officer. Any Assistant Secretary or Assistant
Treasurer may act as the Secretary or Treasurer, respectively, in the case of
the sickness, disability or temporary absence from the Registered Office of the
Corporation of the Secretary or Treasurer, as the case may be. In addition,
any Assistant Secretary shall have the authority to cause the seal of the
Corporation to be affixed to or impressed or otherwise reproduced upon all
documents the execution of which on behalf of the Corporation shall have been
duly authorized whether or not the Secretary is sick, disabled or absent.
Section 11. Remuneration. The Board of Directors shall set from time to time
the remuneration of the officers of the Corporation after reviewing the
recommendation of the Chief Executive Officer and as appropriate the report or
recommendation of a committee of the Board consisting of one or more directors
who are not also salaried employees of the Corporation.
ARTICLE IV
Indemnification of
Directors, Officers, Employees and Agents
Section 1. Non-Derivative Actions. Subject to all of the other provisions of
this Article IV, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to or called as a witness in any
threatened, pending or completed action, suit or proceeding, whether
-13-
<PAGE> 18
civil, criminal, administrative or investigative (whether formal or informal)
and any appeal thereof (other than an action by or in the right of the
Corporation) by reason of the fact that the person is, was or agreed to become
a director or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture, trust
or other enterprise, whether for profit or not, against expenses (including
attorneys' fees), judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation or its shareholders,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Section 2. Derivative Actions. Subject to all of the provisions of this
Article IV, the Corporation shall indemnify any person who was or is a party to
or is threatened to be made a party to, or called as a witness in any
threatened, pending or completed action or suit and any appeal thereof by or in
the right of the Corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director of officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against expenses (including actual and reasonable attorneys'
fees) and amounts paid in settlement incurred by the person in connection with
such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders. However, indemnification shall not be made
for any claim, issue or matter in which such person has been found liable to
the Corporation unless and only to the
-14-
<PAGE> 19
extent that the court in which such action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.
Section 3. Expenses or Successful Defense. To the extent that a person has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1, 2, 8 or 13 of these Bylaws, or in defense
of any claim, issue or matter in the action, suit or proceeding, the person
shall be indemnified against expenses (including actual and reasonable
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Section 3.
Section 4. Definition. For the purposes of Sections 1, 2 and 13, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the Corporation" shall include any service as a
director, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be considered to have acted in a manner "not opposed to the best
interests of the Corporation or its shareholders" as referred to in Sections 1
and 2.
Section 5. Contract Right; Limitation on Indemnity. This Article IV shall be
applicable to all proceedings commenced or continuing after its adoption,
whether such arise out of events, acts or omissions which occurred prior or
subsequent to such adoption, and shall continue as to a person who has ceased
to be a director, officer or a person serving at the request of the Corporation
as a director, trustee, fiduciary, employee, agent or officer of another
corporation, partnership, joint venture, trust or other person. This article
IV shall be deemed to be a contract between the Corporation and each person
who, at any time that this Article IV is in effect, serves or agrees to serve
in any capacity which entitles him or her to indemnification hereunder and any
repeal or other
-15-
<PAGE> 20
modification of this Article IV or any repeal or modification of the Michigan
Business Corporation Act or any other applicable law shall not limit any rights
of indemnification for proceedings then existing or later arising out of
events, acts or omissions occurring prior to such repeal or modification for
proceedings commenced after such repeal or modification to enforce this Article
IV with regard to proceedings arising out of acts, omissions or events
occurring prior to such repeal or modification. The right to indemnification
conferred in this Article IV shall apply to services of a director or officer
as an employee or agent of the Corporation as well as in such person's capacity
as a director or officer. Except as provided in Sections 3 and 6 of these
Bylaws, the Corporation shall have no obligations under this Article IV to
indemnify any person in connection with any proceeding, or part thereof,
initiated by such person without authorization by the Board of Directors.
Section 6. Right of Claimant to Bring Suit. If a claim under Sections 1, 2, 8
or 13 of this Article is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that indemnification of the claimant is prohibited
by applicable law, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, its General Counsel or its shareholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, its General Counsel or its shareholders) that indemnification of
the claimant is prohibited by applicable law, shall be a defense to the action
or create a presumption that indemnification of the claimant is prohibited by
applicable law.
-16-
<PAGE> 21
Section 7. Proportionate Indemnity. If a person is entitled to
indemnification under Sections 1, 2 or 13 of these Bylaws for a portion of
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlements, but not for the total amount thereof, the Corporation
shall indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person is
entitled to be indemnified.
Section 8. Expense Advance. Expenses incurred in defending a civil or
criminal action, suit or proceeding and any appeal thereof described in
Sections 1, 2 or 13 of these Bylaws shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding; provided, however,
that if required by the Michigan Business Corporation Act, such expenses shall
not be paid by the Corporation unless the Corporation receives an undertaking
by or on behalf of the person involved to repay the expenses if it is
ultimately determined that the person is not entitled to be indemnified by the
Corporation.
Section 9. Non-Exclusivity of Rights. The indemnification or advancement of
expenses provided under this Article IV is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any statute, provision of the Corporation's Articles of
Incorporation, contractual arrangement, vote of the shareholders or
disinterested directors or otherwise. However, the total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount
of actual expenses incurred by the person seeking indemnification or
advancement of expenses.
Section 10. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, or by written opinion of the General Counsel with respect to agents
and employees of the Corporation not serving on its Executive Council or
Advisory Board or their equivalents, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article IV with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
-17-
<PAGE> 22
Section 11. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against the person and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the Corporation would
have power to indemnify the person against such liability under these Bylaws of
the State of Michigan.
Section 12. No Liability if Determination Made in Good Faith. Neither the
Corporation nor its directors or officers nor any person acting on its behalf
shall be liable to anyone for any determination as to the existence or absence
of conduct which would provide a basis for making or refusing to make any
payment under this Article IV or for taking or omitting to take any other
action under this Article, in reliance upon the advice of counsel.
Section 13. Scope of Indemnity; Changes in Michigan Law. Notwithstanding any
of the other provisions in this Article IV, each person who was or is a party
or is threatened to be made a party to or called as a witness in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether formal or informal) and any
appeal thereof (hereinafter a "proceeding"), by reason of the fact that the
person is, was or agreed to become a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee, trustee, or agent or in any other
capacity while serving as a director, officer, employee, trustee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Michigan Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to
-18-
<PAGE> 23
such amendment), against all expenses (including attorneys' fees and other
expenses of litigation), judgments, fines, penalties and amounts paid in
settlement actually and reasonably incurred by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee, trustee, or agent and shall inure to the
benefit of his or her heirs, executors and administrators: provided, however,
that, except as provided in Sections 3 and 6 hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
Section 14. Severability. If any portion of this Article IV shall be
invalidated or held to be unenforceable on any ground by any court of competent
jurisdiction, the decision of which shall not have been reversed on appeal,
such invalidity or unenforceability shall not affect the other provisions
hereof, and this Article shall be construed in all respects as if such invalid
or unenforceable provisions had been omitted therefrom.
ARTICLE V
Fixing Record Date
In order to determine the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held, and the record date for
determining shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at a meeting of
-19-
<PAGE> 24
shareholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
ARTICLE VI
Loans, Checks, Deposits, etc.
Section 1. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officers, employees, or agents of
the Corporation and in such manner as shall from time to time be determined by
or pursuant to and in accordance with general or specific resolutions of the
Board of Directors.
Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select. Such selection shall be by or pursuant to and in accordance with a
general or specific resolution of the Board of Directors.
ARTICLE VII
Certificates for Shares
Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form conforming to applicable laws as may be
determined by the Board of Directors and shall be signed by or in the name of
the Corporation by the Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President and may also be signed by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the
Corporation, certifying the number, and
-20-
<PAGE> 25
class and series of shares represented by such certificate. The signatures of
the officers may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation or its
employee. In case any officer has signed or whose facsimile signature has been
placed upon a certificate ceases to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
Section 2. Lost Certificates. If a certificate of stock be lost or destroyed,
a new certificate of the identical tenor of the one alleged to be lost or
destroyed may be issued upon satisfactory proof of such loss or destruction,
and the giving of a bond sufficient to indemnify the Corporation against any
claim that may be made against the Corporation on account of the alleged lost
or destroyed certificate or the issuance of such a new certificate.
Section 3. Transfer of Shares. Transfers of shares of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary or transfer agent of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
Section 4. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of the certificates for shares. It may appoint one or more
transfer agents or registrars or both, and may require all certificates to bear
the signature of either or both.
Section 5. Elimination of Certificates for Stock. The Corporation may by
resolution of the Board of Directors eliminate certificates representing shares
of the Corporation and provide for such other methods of recording, noticing
ownership and disclosure as may be provided by the rules of any national
securities exchange on which such shares are listed.
-21-
<PAGE> 26
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January in
each year and end on the thirty-first day of December in each year.
ARTICLE IX
Seal
The following shall be the design for the corporate seal of the Corporation:
two concentric rings with the words "Federal-Mogul Corporation, Michigan"
between the circles and the words "Corporate Seal" in the center.
ARTICLE X
Emergency Provisions
Section 1. General. The provisions of this Article shall be operative only
during a national emergency declared by the President of the United States or
the person performing the President's functions, or in the event of a nuclear,
atomic or other attack on the United States or a disaster making it impossible
or impracticable for the Corporation to conduct its business without recourse
to the provisions of this Article. Said provisions in such event shall
override all other Bylaws of the Corporation in conflict with any provisions of
this Article, and shall remain operative so long as it remains impossible or
impracticable to continue the business of the Corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good faith
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken pursuant to the provisions of the
Bylaws other than those contained in this Article.
Section 2. Unavailable Directors. All directors of the Corporation who are
not available to perform their duties as directors by reason of physical or
mental incapacity or for any other reason or who
-22-
<PAGE> 27
are unwilling to perform their duties or whose whereabouts are unknown shall
automatically cease to be directors, with like effect as if such persons had
resigned as directors, so long as such unavailability continues.
Section 3. Authorized Number of Directors. The authorized number of directors
shall be the number of directors remaining after eliminating those who have
ceased to be directors pursuant to Section 2 of this Article, or the minimum
number required by law, whichever number is greater.
Section 4. Quorum. The number of directors necessary to constitute a quorum
shall be one-third of the authorized number of directors as specified in the
foregoing Section, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a corporation to
specify.
Section 5. Creation of Emergency Committee. In the event the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2 of this Article is less than the minimum number of
authorized directors required by law, then until the appointment of additional
directors to make up such required minimum, all the powers and authorities
which the Board could by law delegate, including all powers and authorities
which the Board could delegate to a committee, shall be automatically vested in
an emergency committee, and the emergency committee shall thereafter manage the
affairs of the Corporation pursuant to such powers and authorities and shall
have all other powers and authorities as may by law or lawful decree be
conferred on any person or body of persons during a period of emergency.
Section 6. Constitution of Emergency Committee. The emergency committee shall
consist of all the directors remaining after eliminating those who have ceased
to be directors pursuant to Section 2 of this Article, provided that such
remaining directors are not less than three in number. In the event such
remaining directors are less than three in number, the emergency committee
shall consist of three persons, who shall be the remaining director or
directors and either one or two officers or employees of the Corporation, as
the remaining director or directors may in writing
-23-
<PAGE> 28
designate. If there is no remaining director, the emergency committee shall
consist of the three most senior officers of the Corporation who are available
to serve, and if and to the extent that officers are not available, the most
senior employees of the Corporation. Seniority shall be determined in
accordance with any designation of seniority in the minutes of the proceedings
of the Board, and in the absence of such designation, shall be determined by
rate of remuneration. In the event that there are no remaining directors and
no officers or employees of the Corporation available, the emergency committee
shall consist of three persons designated in writing by the shareholder owning
the largest number of shares of record as of the date of the last record date.
Section 7. Powers of Emergency Committee. The emergency committee, once
appointed, shall govern its own procedures and shall have power to increase the
number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any
reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article.
Section 8. Directors Becoming Available. Any person who has ceased to be a
director pursuant to the provisions of Section 2 of this Article and who
thereafter becomes available to serve as a director shall automatically become
a member of the emergency committee.
Section 9. Election of Board of Directors. The emergency committee shall, as
soon after its appointment as is practicable, take all requisite action to
secure the election of a Board of Directors, and upon such election all the
powers and authorities of the emergency committee shall cease.
Section 10. Termination of Emergency Committee. In the event, after the
appointment of an emergency committee, a sufficient number of persons who
ceased to be directors pursuant to Section 2 of this Article become available
to serve as directors, so that if they had not ceased to be
-24-
<PAGE> 29
directors as aforesaid, there would be enough directors to constitute the
minimum number of directors required by law, then all such persons shall
automatically be deemed to be reappointed as directors and the powers and
authorities of the emergency committee shall be at an end.
ARTICLE XI
Amendments
These Bylaws may be altered or new Bylaws may be made and adopted by the
affirmative vote of a majority of the Board of Directors.
-25-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 142,100
<SECURITIES> 0
<RECEIVABLES> 791,500
<ALLOWANCES> 34,900
<INVENTORY> 650,200
<CURRENT-ASSETS> 2,235,800
<PP&E> 2,709,000
<DEPRECIATION> 1,154,300
<TOTAL-ASSETS> 7,453,100
<CURRENT-LIABILITIES> 1,427,900
<BONDS> 2,498,000
132,700
46,500
<COMMON> 266,000
<OTHER-SE> 707,100
<TOTAL-LIABILITY-AND-EQUITY> 7,453,100
<SALES> 1,872,000
<TOTAL-REVENUES> 1,872,000
<CGS> 1,393,300
<TOTAL-COSTS> 314,000
<OTHER-EXPENSES> 43,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66,100
<INCOME-PRETAX> 54,900
<INCOME-TAX> 33,700
<INCOME-CONTINUING> 21,200
<DISCONTINUED> 0
<EXTRAORDINARY> 31,300
<CHANGES> 0
<NET-INCOME> (10,100)
<EPS-PRIMARY> (.28)
<EPS-DILUTED> (.23)
</TABLE>
