SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Federal-Mogul Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
313549107
(CUSIP Number)
December 8, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
**The total number of shares reported herein is 4,376,285 shares, which
constitutes approximately 5.8% of the 74,885,700 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless
otherwise stated, all ownership percentages set forth herein assume that
there are 70,509,415 shares outstanding.
<PAGE>
CUSIP No. 313549107
1. Name of Reporting Person:
Amalgamated Gadget, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,376,285 (1) (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.8% (3)
12. Type of Reporting Person: PN
--------------
(1) Represents 4,376,285 shares obtainable upon conversion of 7% Trust
Convertible Preferred Securities ("the Preferred Securities") at the
rate of 0.9709 shares of the Issuer's Common Stock per share of
Preferred Securities.
(2) The Preferred Securities were purchased by Amalgamated Gadget, L.P.
for and on behalf of R2 Investments, LDC pursuant to an Investment
Management Agreement. Upon conversion of the Preferred Securities,
Amalgamated Gadget, L.P., pursuant to such Agreement, will have sole
voting and dispositive power over the shares obtainable thereby and
R2 Investments, LDC will have no beneficial ownership of such shares.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 74,885,700.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is Federal-Mogul Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 26555
Northwestern Highway, Southfield, Michigan 48034.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby files this Schedule 13G Statement on behalf of
Amalgamated Gadget, L.P., a Texas limited partnership ("Amalgamated"), the
"Reporting Person." Additionally, information is included herein with
respect to the following persons (collectively, the "Controlling
Persons"): Scepter Holdings, Inc., a Texas corporation ("Scepter"), and
Geoffrey Raynor ("Raynor"). The Reporting Person and the Controlling
Persons are sometimes hereinafter collectively referred to as the "Item 2
Persons." The Item 2 Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Item 2 Persons
that such a group exists.
Item 2(b). Address of Principal Business Office, or if None,
Residence.
The address of the principal business office or residence of each of
the Item 2 Persons is City Center Tower II, 301 Commerce Street, Suite
2975, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to shares of the Issuer's Common
Stock (the "Stock") obtainable upon conversion of 7% Trust Convertible
Preferred Securities guaranteed by the Issuer (the "Preferred
Securities").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 313549107.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-
1(b) or Rule 13d-2(b).
Item 4. Ownership.
(a) - (b)
Reporting Person
Amalgamated
Pursuant to an Investment Management Agreement with R2, Amalgamated
may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner
of 4,376,285 shares obtainable upon conversion of the Preferred Securities
held by R2, which constitutes approximately 5.8% of the 74,885,700 shares
of the Stock deemed to be outstanding thereunder.
Controlling Persons
Scepter
Because of its position as the sole general partner of
Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 4,376,285 shares obtainable upon conversion of
the Preferred Securities held by R2, which constitutes approximately 5.8%
of the 74,885,700 shares of the Stock deemed to be outstanding thereunder.
Raynor
Because of his position as the President and sole shareholder of
Scepter, which is the sole general partner of Amalgamated, Raynor may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
4,376,285 shares obtainable upon conversion of the Preferred Securities
held by R2, which constitutes approximately 5.8% of the 74,885,700 shares
of the Stock deemed to be outstanding thereunder.
To the best of the knowledge of the Reporting Person, other than as
set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(c)
Reporting Person
Amalgamated
Amalgamated has no power to vote or to direct the vote or to
dispose or to direct the disposition of any shares of the Stock.
Controlling Persons
Scepter
As the sole general partner of Amalgamated, Scepter has no power
to vote or to direct the vote or to dispose or to direct the disposition
of any shares of the Stock.
Raynor
As the President and sole shareholder of Scepter, which is the
sole general partner of Amalgamated, Raynor has no power to vote or to
direct the vote or to dispose or to direct the disposition of any shares
of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of
the Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The
identity of each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
DATED: December 18, 2000
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
its general partner
By: /s/ Robert McCormick
Robert McCormick, Vice President
