<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1998
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FEDERAL-MOGUL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MICHIGAN 38-0533580
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
26555 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN 48034
(248) 354-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
EDWARD W. GRAY, JR., ESQ.
FEDERAL-MOGUL CORPORATION
26555 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN 48034
(248) 354-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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The Commission is requested to mail signed copies of all orders, notices and
communications to:
LAURENT ALPERT, ESQ. THOMAS A. COLE, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON SIDLEY & AUSTIN
ONE LIBERTY PLAZA ONE FIRST NATIONAL PLAZA
NEW YORK, NEW YORK 10006 CHICAGO, ILLINOIS 60603
(212) 225-2000 (312) 853-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-56725
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock, without $168,728,750 $46,906.60
par value
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</TABLE>
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(1) Such indeterminate number or amount of Common Stock as may be issued at
indeterminate prices. The amount registered is in United States dollars.
(2) The proposed maximum offering price per unit will be determined from time
to time by the Registrant or the Selling Shareholders in connection with the
issuance by the Registrant or the sale by the Selling Shareholders of the
securities registered hereunder.
(3) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933. The aggregate public offering price of the Common Stock
offered by Federal-Mogul Corporation will not exceed $168,728,750. Does not
include $843,643,750 of securities registered pursuant to Registration Statement
Number 333-56725 as to which a fee of $248,874.91 was paid.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the registration
statement on form S-3 (Reg. No. 333-56725) filed by Federal-Mogul Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
on June 12, 1998, as amended, including the exhibits thereto, and declared
effective by the Commission on June 16, 1998, is incorporated herein by
reference. This Registration Statement also contains exhibits 5.2, 23.4, 23.5,
23.6 and 24.1.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.2 Opinion of David M. Sherbin, Esq.
23.4 Consent of Ernst & Young LLP
23.5 Consent of KPMG Audit Plc
23.6 Consent of David M. Sherbin, Esq. (included in the opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (included in Part II of this
Registration Statement)
</TABLE>
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SOUTHFIELD, MICHIGAN ON THE 24th DAY OF NOVEMBER,
1998.
Federal-Mogul Corporation
By: /s/ David M. Sherbin
---------------------------------
David M. Sherbin
Associate General Counsel
II-1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David A. Bozynski, David M. Sherbin and Edward W.
Gray, Jr., and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 24th day of November, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Richard A. Snell Chairman of the Board, President, Chief
___________________________________________ Executive Officer and Director (Principal
Richard A. Snell Executive Officer)
/s/ Thomas W. Ryan Executive Vice President and Chief
___________________________________________ Financial Officer (Principal Financial
Thomas W. Ryan Officer)
/s/ Kenneth P. Slaby Vice President and Controller (Principal
___________________________________________ Accounting Officer)
Kenneth P. Slaby
/s/ John J. Fannon Director
___________________________________________
John J. Fannon
/s/ Roderick M. Hills Director
___________________________________________
Roderick M. Hills
/s/ Paul S. Lewis Director
___________________________________________
Paul S. Lewis
Director
___________________________________________
Antonio Madero
/s/ Robert S. Miller, Jr. Director
___________________________________________
Robert S. Miller, Jr.
/s/ John C. Pope Director
___________________________________________
John C. Pope
Director
___________________________________________
Sir Geoffrey Whalen
</TABLE>
II-2
<PAGE>
EXHIBIT 5.2
[FEDERAL-MOGUL CORPORATION LETTERHEAD]
November 24, 1998
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Ladies and Gentlemen:
I am Associate General Counsel of Federal-Mogul Corporation, a Michigan
corporation (the "Company"), and in that capacity I am familiar with the
Articles of Incorporation and the By-Laws of the Company, as amended, and with
its corporate proceedings and records, including the minutes of meetings of its
Board of Directors and of Committees of its Board of Directors.
I refer to the filing by the Company with the Securities and Exchange
Commission (the "Commission") of the Registration Statement on Form S-3 (the
"Registration Statement") to which this letter is attached as Exhibit 5.2,
relating to common stock of the Company (the "Common Stock").
The Registration Statement to be used for the offer and sale of the Common
Stock is filed with the Commission pursuant to Rule 462(b) under the Securities
Act, as amended in connection with the Registration Statement on Form S-3
(Registration Number 333-56725) filed with the Commission on June 12, 1998 and
declared effective by the Commission on June 16, 1998.
<PAGE>
I have reviewed the originals or copies certified or otherwise identified
to my satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such
investigations of law, as I have deemed appropriate as a basis for the opinions
expressed below.
In rendering the opinions expressed below, I have assumed the authenticity
of all documents submitted to me as originals and the conformity to the
originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed.
Based upon the foregoing, and assuming that (i) the Registration Statement
and any amendments thereto (including post-effective amendments) will have
become effective and comply with all applicable laws at the time the Common
Stock is offered or issued as contemplated by the Registration Statement; (ii)
the Common Stock will be issued and sold in compliance with applicable federal
and state laws and in the manner stated in the Registration Statement and the
related prospectus supplement; (iii) the Common Stock will be sold and delivered
at the price and as set forth in the Registration Statement and the prospectus
supplement; and (iv) the Company will authorize the offering and issuance of the
Common Stock and the terms and conditions thereof and will take any other
appropriate additional corporate action, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Michigan.
2. The Common Stock will, upon issuance against payment therefor in the
manner described in the Registration Statement and the prospectus
supplement, be validly issued, fully paid and nonassessable.
2
<PAGE>
Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation of the Company, it is subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights generally from time
to time in effect and subject to general principles of equity, regardless of
whether such is considered in a proceeding in equity or at law.
The foregoing opinions are limited to the federal laws of the United States
of America and the law of the State of Michigan.
I hereby consent to the use of my name in the prospectuses and prospectus
supplements relating to the Registration Statement under the heading "Legal
Matters" as counsel for the Company who has passed upon the legality of the
Common Stock, Preferred Stock and the Debt Securities being registered by the
Registration Statement and as having prepared this opinion, and to the use of
this opinion as a part (Exhibit 5.2) of the Registration Statement. In giving
such consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.
Sincerely,
/s/ David M. Sherbin
--------------------------
David M. Sherbin, Esq.
Associate General Counsel
3
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement filed pursuant to Rule 462(b) relating to the Shelf
Registration Statement on Form S-3 and the Related Prospectus and Prospectus
Supplement of Federal-Mogul Corporation for the registration of its common stock
and to the incorporation by reference therein of our report dated January 30,
1998, except for note 20, as to which the date is February 24, 1998, with
respect to the consolidated financial statements and to the incorporation by
reference therein of our report dated January 30, 1998 with respect to the
financial statement schedule of Federal-Mogul Corporation included in its Annual
Report on Form 10-K for the year ended December 31, 1997, and to the inclusion
and incorporation by reference of our report dated October 1, 1998, with respect
to the combined financial statements of the Cooper Automotive and Moog
Automotive Divisions of Cooper Industries, Inc. as of December 31, 1997 and 1996
and for the three years then ended, included in Federal-Mogul Corporation's Form
8-K dated November 24, 1998, and the incorporation by reference of our report
dated February 13, 1998 with respect to the financial statements of The
Operating Businesses of the Fel-Pro Group included in Federal-Mogul
Corporation's Form 8-K/A dated April 7, 1998, and the incorporation by reference
therein of our report dated February 13, 1998, with respect to the financial
statements of the Operating Business of Felt Products Mfg. Co. and subsidiaries
included in Federal-Mogul Corporation's Form 8-K dated April 17, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst and Young LLP
Detroit, Michigan
November 24, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
KPMG Audit Plc
PO Box 695 Tel +44 (0) 171-311 1000
8 Salisbury Square Fax +44 (0) 171-311 3311
London EC4Y 8BB Telex 8811541 KPMGLOG
United Kingdom DX 38050 Blackfriars
The Board of Directors
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield Our ref mvm-29/hh/560
Michigan 48034
United States of America
24 November 1998
Dear Sirs
Prospectus Supplement
We consent (i) to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) relating to the earlier Registration Statement on
Form S-3 (registration number 333-56725) and related Prospectus and Prospectus
Supplement for the registration of common stock of Federal-Mogul Corporation (as
therein set forth), of our report dated 17 February 1998 in respect of the
consolidated balance sheets of T&N plc and its subsidiaries at 31 December 1997
and 31 December 1996, and the related consolidated profit and loss accounts,
reconciliations of movements in shareholders' funds and consolidated cash flow
statements for each of the years in the three year period ended 31 December 1997
which appears in the Form 8-K/A of Federal-Mogul Corporation dated 7 April 1998
and (ii) to the references to our firm under the heading "Experts" in this
Registration Statement filed pursuant to Rule 462(b) relating to the earlier
Registration Statement on form S-3 (registration number 333-56725) and related
Prospectus and Prospectus Supplement.
Yours faithfully
/s/ KPMG Audit Plc
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KPMG Audit Plc
