SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 24, 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<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. Acquisition or Disposition of Assets.
On February 24, 1998, Federal-Mogul Corporation (the
"Corporation") completed the acquisition of Fel-Pro, Incorporated
("Fel-Pro"), a leading manufacturer of gaskets and seals
headquartered in Skokie, Illinois for $720 million. The
transaction involved $225 million of newly issued Series E
Mandatory Exchangeable Preferred Stock exchangeable into common
stock and $495 million in cash. The cash was raised through the
existing revolving credit facility provided by The Chase Manhattan
Bank, as Administrative Agent, and other short-term loans.
Prior to the acquisition described above, there was no
material relationship between the directors or officers of Fel-Pro
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.
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.
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.
2.1 The Equity Purchase Agreement dated as of January 9, 1998
between the Corporation and the Sellers listed therein
with respect to the acquisition of Fel-Pro, is
incorporated by reference to Exhibit 2.2 to the
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997.
The Corporation will furnish upon request any exhibit
described above upon payment of the Corporation's reasonable
expenses for furnishing such exhibit.
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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: (Diane L. Kaye)
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Diane L. Kaye
Vice President, General
Counsel and Secretary
Dated: March 11, 1998
