-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ca8/vVveMvZ7WvrqjzJmCANineHcxW49HVP5RBX8Z27/aE5dD0Z6B2HS7hWL76mO nxveupjC2nKjJlnlNJ3ZGQ== 0000034879-94-000055.txt : 19940906 0000034879-94-000055.hdr.sgml : 19940906 ACCESSION NUMBER: 0000034879-94-000055 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL CORP CENTRAL INDEX KEY: 0000034879 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 380533580 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55135 FILM NUMBER: 94547814 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HGWY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 3133547700 424B3 1 Filed pursuant to Rule 424(b)(3) PROSPECTUS Registration Statement 33-55135 FEDERAL-MOGUL CORPORATION 26555 Northwestern Highway Southfield, Michigan 48034 (810) 354-7700 ------------------------ 50,000 Shares of Common Stock without par value ------------------------- The 50,000 shares of Common Stock of Federal-Mogul Corporation (the "Company") offered by this Prospectus are outstanding shares of Common Stock that may be sold from time to time in the market or in other transactions by certain shareholders of the Company. See "Selling Shareholders" and "Plan of Distribution". None of the proceeds of these sales will be received by the Company. The Common Stock is listed on the New York Stock Exchange under the trading symbol "FMO". Any Common Stock sold pursuant to this Prospectus will be listed on such exchange, subject to official notice of issuance. On August 16, 1994, the last sale price for the Common Stock was $27.75, as reported in The Wall Street Journal. ------------------------- This offering is not underwritten. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representation must not be relied upon. The delivery of this Prospectus at any time does not imply that the information herein is correct as of any time subsequent to the date hereof. ----------------------- The date of this Prospectus is September 2, 1994. 2 NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, THE ACCOMPANYING PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY REFERENCE HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS OR PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Federal-Mogul Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (i) An Annual Report on Form 10-K for the year ended December 31, 1993; (ii) A Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1994, dated May 13, 1994; (iii) A Current Report on Form 8-K dated February 8, 1994; (iv) A current Report on Form 8-K/A dated February 11, 1994 amending a Current Report on Form 8-K dated November 10, 1993; (v) A Current Report on Form 8-K dated July 25, 1994; and (vi) A Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994, dated August 11, 1994. 3 All documents filed hereafter by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of each such document. Any statement contained in a document incorporated by reference or deemed to be incorporated herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. This prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents (not including exhibits to such documents, unless such exhibits are incorporated by reference in such documents) are available without charge upon written or oral request directed to: George N. Bashara, Jr., Secretary, Federal-Mogul Corporation, 26555 Northwestern Highway, Southfield, Michigan 48034 (Telephone: (810) 354-7700). AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected and copies may be obtained at the principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional offices of the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, Inc. ("NYSE"), 20 Broad Street, New York, New York 10005; and the Pacific Stock Exchange, Inc. ("PSE"), 618 South Spring Street, Los Angeles, California 90014, and 301 Pine Street, San Francisco, California 94104. 4 Federal-Mogul has filed with the Commission a Registration Statement (herein, together with all amendments thereto, called the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered hereby. This Prospectus does not contain all of the information included in the Registration Statement and the exhibits and schedules thereto. Statements contained in this Prospectus as to the contents of any contract or other document referred to herein and filed as an exhibit to the Registration Statement are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. For further information with respect to Federal-Mogul and the securities, reference is hereby made to the Registration Statement and the exhibits and schedules thereto. THE COMPANY Federal-Mogul Corporation is a global distributor and manufacturer of a broad range of precision parts, primarily vehicular components for automobiles, light trucks, heavy duty trucks and farm and construction vehicles and industrial products. Through the Company's worldwide distribution network, Federal-Mogul sells replacement parts in the vehicular aftermarket (the "Aftermarket") to independent warehouse distributors, local parts suppliers and retail parts stores. The Company also sells parts to original equipment ("OE") manufacturers, principally the major automotive manufacturers in the United States and Europe. In 1993, the Company's net sales were $1,575.5 million. For the six-month period ended June 30, 1994, the Company's net sales were $935.1 million. The Company was incorporated in 1924 under Michigan law to carry on a business begun in 1900. The Company's executive offices are located at 26555 Northwestern Highway, Southfield, Michigan 48034, telephone number (810) 354-7700. 5 PLAN OF DISTRIBUTION The 50,000 shares of the Common Stock being offered by this Prospectus are being offered by certain shareholders of the Company named under "Selling Shareholders" (the "Selling Shareholders"). Such shares were issued to the Selling Shareholders by the Company in connection with the acquisition of a portion of the outstanding shares of common stock of CONABA, S.A. de C.V. (Mexico) ("CONABA") on August 11, 1994. As a result of the acquisition, the Company increased its holdings of the outstanding common stock of CONABA from 51% to 93% of the outstanding shares. The remaining 7% of the outstanding shares of CONABA stock are held by past and present employees of CONABA. The Company intends to acquire such shares directly from these individuals for cash on or before December 31, 1994 at which time the Company will own 100% of the outstanding shares of CONABA. The shares offered by the Selling Shareholders (including his or her donees, distributees, pledgees, and personal representatives) may be sold from time to time (a) in transactions in the over-the-counter market; (b) in option transactions; (c) in negotiated transactions; or (d) through other means. The Selling Shareholders may also sell some or all of the shares in transactions involving broker-dealers who may acquire shares as principal. Sales will be in the quantities, at the time, and through registered broker-dealers to be determined from time to time by the Selling Shareholders. No arrangements for any broker- dealer to act on behalf of the Selling Shareholders have been made. It is anticipated that any selling broker-dealers engaged by the Selling Shareholders will receive only their customary brokerage commissions. Participating broker-dealers may be deemed underwriters of the shares within the meaning of the Securities Act of 1933, in which event all such compensation to be received by them may be deemed underwriting compensation. Sales of the shares offered by the Selling Shareholders will be made at gross prices per share approximating market prices prevailing at the time of the sales. The Company will not receive any of the proceeds of the sales. Any brokerage commissions due to any broker engaged by the Selling Shareholders, and any expenses incurred by the Selling Shareholders in connection with the offering made hereby, will be borne by the Selling Shareholders. The Company is bearing the legal and accounting expense incurred in the preparation and filing of the Registration Statement of which this Prospectus is a part and the filing fee thereunder. 6 SELLING SHAREHOLDERS Certain information is provided below with respect to the Selling Shareholders. The information includes the name and address of the Selling Shareholder, present positions, offices and material relationships with the Company and its subsidiaries and any during the past three years, the number of shares of Common Stock of the Company presently owned, and the number offered by this Prospectus.
Shares of Present Positions, Offices, Federal-Mogul Corporation Relationships with Common Stock Federal-Mogul Corporation ------------------------------ and its subsidiaries Owned as of Offered and Any During the Past Date of this by this Name/Address 3 Years Prospectus Prospectus - ------------ -------------------------- -------------- ------------- G. Ena Esther Zaldivar Martinez None 22,619 22,619 Magnolias 10 Colonia Flores Magon 53820, Naucalpan Estado de Mexico Francisco Javier Vales Zaldivar None 2,381 2,381 Ave. de Las Palmas 765 Desp. 502 Colonia Lomas de Chapultepec 11000 Mexico D.F. Carlos Antonio Vales Ochoa None 3,465 3,465 Norte 59 no. 880-C Fracc. Industrial Vallejo 02300 Mexico D.F. Carlos Fernando Vales Camara None 21,535 21,535 Norte 59 no. 880-C Fracc. Industrial Vallejo 02300 Mexico D.F.
7 LEGAL OPINIONS George N. Bashara, Jr., Vice President, General Counsel and Secretary of the Company, is passing upon the validity of the Common Stock. INDEPENDENT AUDITORS The consolidated financial statements and schedules of Federal-Mogul Corporation appearing in Federal-Mogul Corporation's Annual Report (Form 10-K) for the year ended December 31, 1993, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedules are incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The combined statements of assets and liabilities of Sealed Power Corporation and Sealed Power Corporation of Canada, Ltd. at December 31, 1992 and 1991 and the related combined statements of revenues and expenses and changes in equity and cash flows for each of the years then ended, appearing in Federal-Mogul Corporation's Form 8-K dated November 10, 1993, as amended on Form 8-K/A, dated February 11, 1994, and incorporated herein by reference, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their report, with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. -----END PRIVACY-ENHANCED MESSAGE-----