UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Federal-Mogul Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
313549107
(CUSIP Number)
Marc Weitzen, Esq.
Legal Department,
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 15,2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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).
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SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,668,500
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,668,500
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,668,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,668,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,668,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,668,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,668,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,668,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,668,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
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<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, no par value (the
"Shares"), of Federal-Mogul Corporation, a Michigan corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 26555
Northwestern Highway, Southfield, Michigan 48034.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership, a
Delaware limited partnership ("High River"), Riverdale LLC, a New York limited
liability company ("Riverdale"),and Carl C. Icahn, a citizen of the United
States of America (collectively, the "Registrants"). The principal business
address and the address of the principal office of (i)High River and Riverdale
is 100 South Bedford Road, Mount Kisco, New York 10549, and (ii) Carl C. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York
10153.
Riverdale is the general partner of High River and is 100
percent owned by Carl C. Icahn.
High River is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of owning real estate
and acting as general partner of High River. Carl C. Icahn's present principal
occupation or employment is acting as President and a Director of Starfire
Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of
the Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, is primarily engaged in the business of holding, either directly or
through its subsidiaries, a majority of the common stock of ACF. ACF is
primarily engaged in the business of leasing, selling and manufacturing railroad
freight and tank cars.
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The name, citizenship, present principal occupation or employment and
business address of each member of Riverdale is set forth in this section. Each
such person is a citizen of the United States of America. To the best of
Registrants' knowledge, except as set forth in this section, none of the
managers or executive officers of the Registrants own any shares of the Issuer.
Carl C. Icahn is the sole member of Riverdale and owns 100% of the
interests therein. As such, Mr. Icahn is in a position directly and indirectly
to determine the investment and voting decisions made by the Registrants.
None of High River, Riverdale, Mr. Icahn, nor any manager or executive
officer of any of the Registrants, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 3,668,500 Shares purchased by the
Registrants was $63,651,430.21 (including commissions). The source of funding
for the purchase of these Shares was general working capital of the Registrants.
Item 4. Purpose of Transaction
Registrants acquired the Shares for investment purposes. However, they
may at any time and from time to time determine to seek to contact Issuer
regarding means of increasing stockholder value.
Depending on market conditions, Registrants may determine to acquire
additional Shares of Issuer at any time and from time to time in the open market
or otherwise or may determine to sell Shares at any time and from time to time
in the open market or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on March 27, 2000,
Registrants may be deemed to beneficially own, in the aggregate,
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3,668,500 Shares, representing approximately 5.2% of the Issuer's outstanding
Shares (based upon the 70,511,346 Shares stated to be outstanding as of March
13, 2000 by the Issuer in the Issuer's Form 10-K filing, filed with the
Securities and Exchange Commission on March 15, 2000).
(b) High River has sole voting power and sole dispositive power with
regard to 3,668,500 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 3,668,500 Shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 3,668,500 Shares.
Riverdale and Mr. Icahn, by virtue of their relationships to High River
(as disclosed in Item 2), may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which High River directly
beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to
Shares effected during the past sixty (60) days by any of the Registrants. All
such transactions were effected in the open market, the table excludes
commissions paid.
No. of Shares Price
Name Date Purchased Per Share
---- ---- --------- ---------
High River 3/16/00 100,000 $13.6211
High River 3/15/00 96,500 $13.7918
High River 3/9/00 25,000 $13.9625
High River 3/8/00 16,600 $13.9157
High River 3/7/00 25,000 $13.9250
High River 3/2/00 5,000 $13.9375
High River 3/1/00 20,000 $13.9353
High River 2/29/00 28,000 $13.8906
High River 2/28/00 5,000 $13.9375
High River 2/25/00 63,600 $14.3164
High River 2/24/00 104,500 $14.3301
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High River 2/23/00 4,700 $14.5000
High River 2/22/00 17,000 $14.4982
High River 2/18/00 100,000 $14.3099
High River 2/17/00 150,000 $14.2755
High River 2/16/00 80,000 $14.6706
High River 2/15/00 100,000 $14.7498
High River 2/14/00 50,000 $14.7500
High River 2/11/00 770,000 $14.6623
High River 2/10/00 200,000 $15.1623
High River 2/09/00 370,000 $16.2413
High River 2/08/00 330,000 $17.0334
High River 2/07/00 105,900 $16.9390
High River 2/04/00 100,000 $17.0728
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 28, 2000
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:
Name: Carl C. Icahn
Title: Member
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to Federal-Mogul
Corporation]
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, no par value, of Federal-Mogul Corporation, and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 28th day of March, 2000.
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:
Name: Carl C. Icahn
Title: Member
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to
Federal-Mogul Corporation]
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