-----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, V6sMIlnK77a0ER1KBmINO97B22zgGzdzN9GPOMLHXOppkt/AyjZLwijidrQJdDfL rzQjDP9+2rbMGj4/BwibZw== 0000928475-08-000245.txt : 20080703 0000928475-08-000245.hdr.sgml : 20080703 20080703145934 ACCESSION NUMBER: 0000928475-08-000245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080703 DATE AS OF CHANGE: 20080703 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: 08938418 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 sch13damd2070308.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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. General Counsel 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) July 3, 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 CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Thornwood Associates Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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 24,491,924 * 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 24,491,924 * 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,491,924 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37% * 14 TYPE OF REPORTING PERSON PN * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Barberry Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 0 8 SHARED VOTING POWER 24,491,924 * 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 24,491,924 * 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,491,924 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.37% * 14 TYPE OF REPORTING PERSON CO * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON IEH FM Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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 50,750,000 * 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 50,750,000 * 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,750,000 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.50% * 14 TYPE OF REPORTING PERSON OO * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 0 8 SHARED VOTING POWER 50,750,000 * 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 50,750,000 * 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,750,000 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.50% * 14 TYPE OF REPORTING PERSON PN * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 0 8 SHARED VOTING POWER 50,750,000 * 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 50,750,000 * 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,750,000 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.50% * 14 TYPE OF REPORTING PERSON CO * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Beckton Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 0 8 SHARED VOTING POWER 50,750,000 * 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 50,750,000 * 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,750,000 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.50% * 14 TYPE OF REPORTING PERSON CO * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Gail Golden 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 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 34,798 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 34,798 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,798 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 313549 404 1 NAME OF REPORTING PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 75,241,924 * 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 75,241,924 * 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,241,924 * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ * 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.87% * 14 TYPE OF REPORTING PERSON IN * SEE ITEMS 3, 4 AND 5 SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on January 7, 2008, as previously amended (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 further 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 2. Identity and Background Item 2 of the Initial 13D is hereby amended by adding the following: In addition to the Reporting Persons identified in Item 2 of the Initial 13D, the following additional parties shall be deemed to be Reporting Persons as a result of the transactions described in Items 3 and 4 below: IEH FM Holdings, LLC, a Delaware limited liability company ("FM Holdings"); Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Enterprises Holdings"); Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"); and Beckton Corp., a Delaware corporation ("Beckton"). The principal business address of each of the additional Reporting Persons is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601. Icahn Enterprises Holdings is the sole member of FM Holdings. Icahn Enterprises GP is the general partner of Icahn Enterprises Holdings. Beckton is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the additional Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"), a New York Stock Exchange listed diversified holding company engaged in a variety of businesses, including investment management, metals, real estate and home fashion. Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. Each of FM Holdings, Icahn Enterprises GP and Beckton is primarily engaged in the business of investing in and/or holding securities. Icahn Enterprises Holdings is primarily engaged in the business of holding controlling interests in various operating subsidiaries of Icahn Enterprises. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the additional Reporting Persons are set forth in Schedule A attached hereto. None of the additional Reporting Persons, nor any manager or executive officer of the additional Reporting Persons, 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 Item 3 of the Initial 13D is hereby amended by adding the following: On July 3, 2008, Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry entered into a Stock Purchase Agreement (the "Purchase Agreement"), pursuant to which Thornwood sold 50,750,000 Shares to FM Holdings in exchange for aggregate consideration of $862,750,000 in cash, as further described in Item 4 below. The source of funding for FM Holdings' acquisition of these Shares was the general working capital of Icahn Enterprises Holdings. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended by adding the following: On July 3, 2008, Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry entered into the Purchase Agreement, pursuant to which Thornwood sold 50,750,000 Shares to FM Holdings in exchange for aggregate consideration of $862,750,000 in cash. The Purchase Agreement provides that if the Issuer issues any additional Shares prior to October 31, 2008, Thornwood will automatically sell to FM Holdings and FM Holdings will purchase a number of Shares equal to 50% of any such additional Shares, in exchange for cash consideration per Share equal to the lower of $17.00 and the closing price of the Shares on the business day immediately preceding the sale. In addition, pursuant to the Purchase Agreement: (i) all rights and obligations of Thornwood under the Registration Rights Agreement, solely with respect to 50,750,000 Shares, will be assigned by Thornwood to, and assumed by, FM Holdings; and (ii) all rights and obligations, if any, of Thornwood and Chelonian Subsidiary, LLC ("Chelonian"), an affiliate of Thornwood, under certain agreements with R2 Investments, LDC and affiliated entities will be assigned by Thornwood and Chelonian to, and assumed by, FM Holdings. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed herewith as Exhibit 1 and is incorporated herein by reference. 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 74.87% 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 100,500,000 Shares stated to be outstanding as of May 30, 2008 by the Issuer in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on June 30, 2008). (b) Thornwood has sole voting power and sole dispositive power with regard to 24,491,924 Shares. Each of Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. FM Holdings has sole voting power and sole dispositive power with regard to 50,750,000 Shares. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton 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. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to FM Holdings (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 FM Holdings directly beneficially owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton 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 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. 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 above in Items 3 and 4 is hereby incorporated by reference into this Item 6. Item 7. Material to be Filed as Exhibits 1 Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Icahn Enterprises on July 3, 2008) 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: July 3, 2008 THORNWOOD ASSOCIATES LIMITED PARTNERSHIP By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory IEH FM HOLDINGS, LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn - ----------------- CARL C. ICAHN /s/ Gail Golden - --------------- GAIL GOLDEN [Signature Page of Amendment No. 2 to Schedule 13D - Federal-Mogul Corporation regarding sale of Shares from Thornwood to Icahn Enterprises] SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE ADDITIONAL REPORTING PERSONS The following sets forth the name, position, and principal occupation of each director and executive officer of each of the additional Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the additional Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the additional Reporting Persons own any Shares. IEH FM HOLDINGS, LLC Name Position - ---- -------- Icahn Enterprises Holdings L.P. Sole Member ICAHN ENTERPRISES HOLDINGS L.P. Name Position - ---- -------- Icahn Enterprises G.P. Inc. General Partner ICAHN ENTERPRISES G.P. INC. Name Position - ---- -------- Carl C. Icahn Chairman Keith A. Meister Vice Chairman; Principal Executive Officer William A. Leidesdorf Director Jack G. Wasserman Director James L. Nelson Director Vincent J. Intrieri Director Peter K. Shea President Andrew Skobe Interim Chief Financial Officer; Treasurer John P. Saldarelli Vice President; Secretary Felicia P. Buebel Assistant Secretary BECKTON CORP. Name Position - ---- -------- Carl C. Icahn Chairman of the Board; President Jordan Bleznick Vice President/Taxes Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer -----END PRIVACY-ENHANCED MESSAGE-----