SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 6, 1998
(Date of earliest event reported)
FEDERAL-MOGUL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
1-1511 38-0533580
(Commission File Number) (IRS Employer Identification Number)
26555 Northwestern Highway, Southfield, Michigan 48034
(Address of principal executive offices) (Zip Code)
(248) 354-7700
(Registrant's telephone number including area code)
The total number of pages is 3
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On March 6, 1998, Federal-Mogul Corporation (the
"Corporation") announced that all conditions relating to its
acquisition of the outstanding stock of T&N plc ("T&N") had either
been waived or satisfied, and the Corporation declared its offer to
purchase T&N to be wholly unconditional.
The purchase price paid for the stock of T&N was 260 pence per
share, or approximately $2.5 billion in cash, which the Corporation
raised through a Senior Credit Facility and a Senior Subordinated
Credit Facility provided by The Chase Manhattan Bank, as
Administrative Agent. The amount paid for the assets was
determined based on arms-length negotiations between the parties.
Prior to the acquisition described above, there was no
material relationship between the directors or officers of T&N and
the Corporation or any of its affiliates, any director or officer
of the Corporation or any associate of any such director or
officer.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial statements of business acquired.
(1) It is impractical to provide the required financial
statements of the business acquired with this filing.
Such information will be filed by an amendment to this
initial report on Form 8-K no later than sixty (60) days
from the date hereof.
(b) Pro forma financial information.
(1) It is impractical to provide the required pro forma
financial information of the business acquired with this
filing. Such information will be filed by an amendment
to this initial report on Form 8-K no later than sixty
(60) days from the date hereof.
(c) Exhibits.
The Recommended Cash Offer for T&N, dated as of November 13,
1997, is incorporated by reference to Exhibit 2.1 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997.
The Corporation will furnish upon request the exhibit
described above upon payment of the Corporation's reasonable
expenses for furnishing such exhibit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
FEDERAL-MOGUL CORPORATION
By: /s/Edward W. Gray, Jr.
Edward W. Gray, Jr.
Title: Sr. Vice President,
General Counsel
and Secretary
Dated: March 23, 1998
