-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SiWqAStFdXrHiLA7FWU10scf3LTSPGDlIyZTj+/fHpPnxssvbfGGSpxM1i+3zxDO mhXbtUtXxrp8VtS2O/OC9w== 0000928475-08-000090.txt : 20080227 0000928475-08-000090.hdr.sgml : 20080227 20080226174858 ACCESSION NUMBER: 0000928475-08-000090 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL CORP CENTRAL INDEX KEY: 0001419581 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 208350090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83475 FILM NUMBER: 08644042 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HGWY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-354-7700 MAIL ADDRESS: STREET 1: 26555 NORTHWESTERN HGWY CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071228 FORMER COMPANY: FORMER CONFORMED NAME: NEW FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd1022608.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Federal-Mogul Corporation (Name of Issuer) Class A Common Stock, Par Value $0.01 (Title of Class of Securities) 313549 404 (CUSIP Number) Marc Weitzen, Esq. Icahn Associates Corp. 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) February 25, 2008 (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 Section 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). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on January 7, 2008 (the "Initial 13D"), by the Reporting Persons with respect to the shares of Class A Common Stock, par value $0.01 (the "Shares"), issued by Federal-Mogul Corporation (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial 13D is hereby amended by adding the following: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement, acquiring from the Trust 50,100,000 Class B Shares, which automatically converted into Shares upon exercise of the options. Pursuant to the Option Agreement, the aggregate purchase price for these Shares was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note, bearing interest at a fixed rate equal to 4.03969% per annum, issued by Thornwood in favor of the Trust, as contemplated by the Option Agreement; (ii) $125 million was satisfied by the discharge of a 60-day interest-free secured loan made by Thornwood Subsidiary LLC to the Trust, as contemplated by the Supplemental Agreement; and (iii) $375 million was paid in cash by Thornwood to the Trust on February 25, 2008. The source of funding for the $375 million cash payment was the general working capital of Thornwood. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended by adding the following: The information set forth in Item 3 is hereby incorporated by reference into this Item 4. As a result of Thornwood's exercise of the options set forth in the Option Agreement, the Lockup Agreement was terminated in accordance with its terms. In addition, in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Issuer (the "Charter"), (i) all of the Class B Directors (as such term is defined in the Charter) resigned from the Issuer's board of directors and (ii) the remaining directors filled the vacancies created by such resignations with three individuals who were designated by Thornwood. The individuals designated by Thornwood were James Vandenberghe, George Feldenkreis and James M. Laisure. An affiliate of Thornwood has been a party to various agreements with Nineteen Eighty-Nine, LLC ("1989") relating to the purchase and sale of securities of the Issuer. An affiliate of Thornwood has offered to permit 1989 to purchase a portion of the shares acquired by Thornwood as described above at the same price as was paid by Thornwood. If that opportunity is fully exercised by 1989, Thornwood's beneficial ownership of the Issuer's stock would be decreased to 69,377,468 Shares, representing approximately 69.38% of the Issuer's outstanding Shares. Item 5. Interest in Securities of the Issuer Item 5 of the Initial 13D is hereby amended and restated in its entirety to read as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 75,241,924 Shares, representing approximately 75.24% of the Issuer's outstanding Shares, and Ms. Golden owns 34,798 Shares, representing approximately 0.03% of the Issuer's outstanding Shares (in each case, based upon the 100,000,000 Shares stated to be outstanding as of the Effective Date by the Issuer in the Issuer's Form 8-K, filed with the Securities and Exchange Commission on January 3, 2008). (b) Thornwood has sole voting power and sole dispositive power with regard to 75,241,924 Shares. Each of Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Ms. Golden has sole voting power and sole dispositive power with regard to 34,798 Shares. Each of Barberry and Mr. Icahn, by virtue of their relationships to Thornwood (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood directly beneficially owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn, by virtue of his relationship to Ms. Golden (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 34,798 Shares which Ms. Golden owns. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. (c) Except as described in Items 3 and 4, no transactions with respect to the Shares were effected during the past sixty (60) days by any of the Reporting Persons or Ms. Golden. (d) The Reporting Persons expressly disclaim any membership in any group, as a result of entering into the agreements described in Item 4 or otherwise, with either the Trust or the Issuer or any of the their respective affiliates, and disclaim any beneficial ownership in any Shares held by such persons or entities. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Initial 13D is hereby amended by adding the following: The information set forth in Items 3 and 4 is hereby incorporated by reference into this Item 6. SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 26, 2008 THORNWOOD ASSOCIATES LIMITED PARTNERSHIP By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory /s/ Carl C. Icahn - ----------------- CARL C. ICAHN /s/ Gail Golden - --------------- GAIL GOLDEN [Signature Page of Amendment No. 1 to Schedule 13D - Federal-Mogul Corporation] -----END PRIVACY-ENHANCED MESSAGE-----