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| CIK | 1419581 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Federal-Mogul Holdings Corp
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| February 24, 2017 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34029 Federal-Mogul Holdings LLC (Exact name of registrant as spe |
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| February 23, 2017 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2017 Federal-Mogul Holdings LLC (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 23, 2017 |
Federal-Mogul Reports Fourth Quarter and Full-Year 2016 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Fourth Quarter and Full-Year 2016 Results ? Fourth quarter net sales of $1.8 billion, full-year net sales of $7.4 billion ? Full-year net income from continuing operations attributable to Federal-Mogul of $82 million compared to net loss of $117 million in 2015 ? Full-year Operational EBITDA of $744 million compared to $644 million in 2015 Southfield, Mic |
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| February 22, 2017 |
Federal-Mogul Holdings 10-K (Annual Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission File Number: 001-34029 FEDERAL-MOGUL HOLDINGS LLC (Exact name of Registrant as specified in its charter) Delaware 46-5182047 (State or other jurisdiction of incorporatio |
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| February 22, 2017 |
Exhibit 21 FEDERAL-MOGUL HOLDINGS LLC SUBSIDIARIES The direct and indirect operating subsidiaries of the Company and their respective States or other jurisdictions of incorporation as of December 31, 2016 are as follows: Name of Subsidiaries Country Percentage of Voting Stock Owned Directly and Indirectly by Federal-Mogul Federal Mogul Argentina SA. |
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| January 24, 2017 |
Federal-Mogul Holdings S-8 POS S-8 POS As filed with the Securities and Exchange Commission on January 23, 2017 Registration No. |
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| January 24, 2017 |
As filed with the Securities and Exchange Commission on January 23, 2017 Registration No. |
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| January 24, 2017 |
AMENDED AND RESTATED BYLAWS FEDERAL-MOGUL HOLDINGS CORPORATION ARTICLE I Meetings of Stockholders EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FEDERAL-MOGUL HOLDINGS CORPORATION ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Dire |
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| January 24, 2017 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2017 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 24, 2017 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FEDERAL-MOGUL HOLDINGS CORPORATION EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL HOLDINGS CORPORATION FIRST. The name of the corporation (hereinafter called the ?Corporation?) is Federal-Mogul Holdings Corporation. SECOND. The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, 19808. The |
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| January 24, 2017 |
Icahn Enterprises Completes Acquisition of Federal-Mogul EX-99.2 4 d331517dex992.htm EX-99.2 Exhibit 99.2 Icahn Enterprises Completes Acquisition of Federal-Mogul NEW YORK, NY– January 23, 2017 – Federal-Mogul Holdings Corporation (“Federal-Mogul”; NASDAQ: FDML) and Icahn Enterprises L.P. (“Icahn Enterprises”; NASDAQ: IEP) today announced that Icahn Enterprises has closed its acquisition of Federal-Mogul in an all-cash transaction for $10.00 per share. |
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| January 24, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13D AMENDMENT NO. 21 Activist Investment SC 13D Amendment No. 21 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Federal-Mogul Holdings Corporation (Name of Issuer) common stock, par value $0.01 per share (Title of Class of Securities) 713278 10 9 (CUSIP Number) Jesse Lynn, Esq. Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 |
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| January 24, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13E3/A - AMENDMENT NO. 3 SC 13E3/A - Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (§240.13(e)-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) FEDERAL-MOGUL HOLDINGS CORPORATION (Name of the Issuer) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDI |
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| January 23, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13D AMENDMENT NO. 20 Activist Investment SC 13D/A 1 d270490dsc13da.htm SC 13D AMENDMENT NO. 20 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Federal-Mogul Holdings Corporation (Name of Issuer) common stock, par value $0.01 per share (Title of Class of Securities) 713278 10 9 (CUSIP Number) Jesse Lynn, Esq. Icahn Enterprises L.P. 767 Fifth Avenue, 47th |
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| January 19, 2017 |
FDML / Federal-Mogul Holdings Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Federal-Mogul Holdings Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 313549404 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telep |
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| January 19, 2017 |
EX-99.(a)(5)(XVI) Exhibit (a)(5)(xvi) ICAHN ENTERPRISES L.P. ANNOUNCES RESULTS OF FEDERAL-MOGUL TENDER OFFER New York, New York, January 19, 2017 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) announced today the results of the tender offer (the “Offer”), through its indirect wholly owned subsidiary, IEH FM Holdings LLC (“IEH”), to purchase all of the outstanding shares of common sto |
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| January 19, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 12 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. |
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| January 19, 2017 |
FDML / Federal-Mogul Holdings Corp / GAMCO INVESTORS, INC. ET AL - EXHIBIT A Activist Investment begin 644 fdml02.pdf M)5!$1BTQ+C0-)>+CS],-"CD@,"!O8FH-/#PO3&EN96%R:7IE9" Q+TP@,S(S M,#(O3R Q,2]%(#(U-#0X+TX@,2]4(#,R,# U+T@@6R T-3,@,3,X73X^#65N M9&]B:@T@(" @(" @(" @(" @(" @(" @#0HQ-R P(&]B:@T\/"]$96-O9&50 M87)M7!E+UA2968O5ULQ(#(@,%T^/G-T7!E+T-A=&%L;V<^/@UE;F1O8FH-,3$@ M,"!O8FH-/#PO0V]N=&5N=',@,3@@,"!2+T-R;W!";WA;," P(#8Q,BXP(#%LP(# @-C$R+C @-SDR+C!=+U!A7!E+U!A9V4^/@UE;F1O8FH-,3(@,"!O8FH-/#PO3&5N |
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| January 18, 2017 |
Federal-Mogul Holdings SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Sec |
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| January 18, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 11 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. |
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| January 18, 2017 |
EX-99.(a)(5)(xv) Exhibit (a)(5)(xv) ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION New York, New York, January 18, 2017 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) announced today it has extended the expiration of its cash tender offer (the “Offer”), through its indirect wholly owned subsi |
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| January 6, 2017 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2017 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 3, 2017 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cl |
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| January 3, 2017 |
EX-99.(a)(5)(xiv) Exhibit (a)(5)(xiv) ICAHN ENTERPRISES L.P. ANNOUNCES INCREASE IN TENDER OFFER PRICE TO $10.00 PER SHARE IN CASH AND EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION; REPRESENTS BEST AND FINAL PRICE New York, New York, January 3, 2017 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) announced today an increase i |
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| January 3, 2017 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 10 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. |
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| December 16, 2016 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cla |
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| December 16, 2016 |
EX-(a)(5)(xiii) Exhibit (a)(5)(xiii) ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION AT $9.25 PER SHARE IN CASH New York, New York, December 16, 2016 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) announced today that the expiration of its cash tender offer for $9.25 per Share (the “Offer”), t |
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| December 16, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 9 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| December 5, 2016 |
Federal-Mogul Holdings SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Secu |
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| December 5, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 8 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| November 15, 2016 |
Federal-Mogul Holdings SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Secu |
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| November 15, 2016 |
EX-99.(a)(5)(xii) Exhibit (a)(5)(xii) ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION AT $9.25 PER SHARE IN CASH New York, New York, November 15, 2016 ? Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) announced today that the expiration of its cash tender offer for $9.25 per Share (the ?Offer?), |
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| November 15, 2016 |
Federal-Mogul Holdings SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 7 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| October 31, 2016 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cla |
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| October 31, 2016 |
Federal-Mogul Holdings SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 6 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| October 31, 2016 |
EX-99.(a)(5)(xi) Exhibit (a)(5)(xi) ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION AT $9.25 PER SHARE IN CASH New York, New York, October 31, 2016 Icahn Enterprises L.P. (NASDAQ: IEP) (Icahn Enterprises) announced today that it has extended the expiration of its cash tender offer for $9.25 per Share (t |
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| October 26, 2016 |
Federal-Mogul Holdings 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34029 FEDERAL |
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| October 26, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 26, 2016 |
Federal-Mogul Reports Third Quarter 2016 Results EX-99.1 2 d249799dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Reports Third Quarter 2016 Results • Third quarter net sales of $1.8 billion, nine months net sales of $5.6 billion • Gross profit of $275 million, a nearly 1 percentage point margin improvement over Q3 2015 • Net income from continuing operations attributable to Federal-Mogul of $15 million compared to net loss of $(63) million in Q3 |
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| October 20, 2016 |
Federal-Mogul Holdings SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Secu |
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| October 20, 2016 |
Federal-Mogul Holdings SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 5 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| October 20, 2016 |
EX-99.(a)(5)(x) Exhibit (a)(5)(x) EFiled: Oct 19 2016 02:51PM EDT Transaction ID 59712274 Case No. 12837- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VICTOR MERCADO, On Behalf of Himself ) and All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) DANIEL A. NINIVAGGI, RAINER ) JUECKSTOCK, SUNGHWAN CHO, ) THOMAS W. ELWARD, GEORGE ) FELDENKREIS, JAMES MICHAEL ) LAISURE, COUR |
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| October 13, 2016 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cla |
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| October 13, 2016 |
Federal-Mogul Holdings SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 4 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. BECKTON COR |
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| October 13, 2016 |
EX-99.(a)(5)(ix) Exhibit (a)(5)(ix) EFiled: Oct 12 2016 03:32PM EDT Transaction ID 59689217 Case No. 12821- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MALKA RAUL, Individually and on ) Behalf of All Others Similarly Situated, ) C.A. No: ) Plaintiff, ) ) vs. ) ) DANIEL A. NINIVAGGI, RAINER ) JUECKSTOCK, SUNG HWAN CHO, ) THOMAS W. ELWARD, GEORGE ) FELDENKREIS, JAMES MICHAEL ) LAISURE, COURTNE |
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| October 12, 2016 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cla |
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| October 12, 2016 |
EX-99.(a)(5)(viii) Exhibit (a)(5)(viii) ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION AT $9.25 PER SHARE IN CASH New York, New York, October 12, 2016 ? Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) today announced an extension of its cash tender offer (the ?Offer?) through its wholly owned su |
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| October 12, 2016 |
Federal-Mogul Holdings SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 3 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| October 12, 2016 |
CORRESP Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 October 12, 2016 Julie M. |
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| October 12, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13E3/A SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (§240.13(e)-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) FEDERAL-MOGUL HOLDINGS CORPORATION (Name of the Issuer) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENT |
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| October 12, 2016 |
CORRESP October 12, 2016 VIA EDGAR Perry J. Hindin Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Federal-Mogul Holdings Corp. Schedule 14D-9, Filed September 26, 2016 File No. 005-83475 Dear Mr. Hindin: On behalf of Federal-Mogul Holdings Corporation (the ?Company?), se |
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| October 6, 2016 |
Federal-Mogul Holdings SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Secu |
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| October 6, 2016 |
Federal-Mogul Holdings SC TO-T/A SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 2 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| October 6, 2016 |
EX-99.(a)(5)(vii) Exhibit (a)(5)(vii) This case has been designated as an eFiling case. To review a copy of the Notice of Mandatory eFiling visit www.oakgov.com/clerkrod/Pages/efiling. STATE OF MICHIGAN IN THE CIRCUIT COURT FOR OAKLAND COUNTY JACK SANDERS, Individually and on behalf CASE NO: 16-155387- CB of all others similarly situated, HON: JDG ALEXANDER Plaintiff, v. FEDERAL-MOGUL HOLDINGS COR |
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| October 3, 2016 |
Federal-Mogul Holdings SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Cla |
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| October 3, 2016 |
EX-99.(A)(5)(V) 2 d224740dex99a5v.htm .EX-99.(A)(5)(V) Exhibit (a)(5)(v) EFiled: Sep 29 2016 11:41PM EDT Transaction ID 59631659 Case No. 12790- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GARY SKYBO, individually and on ) behalf of all others similarly situated, ) ) Plaintiff, ) ) v. ) ) DANIEL A. NINIVAGGI,RAINER ) C.A. No.: JUECKSTOCK, SUNGHWAN CHO, ) THOMAS W. ELWARD, GEORGE ) CLASS ACTI |
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| October 3, 2016 |
Federal-Mogul Holdings SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 1 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. BECKTON COR |
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| October 3, 2016 |
EX-99.(a)(5)(vi) Exhibit (a)(5)(vi) EFiled: Sep 30 2016 11:42AM EDT Transaction ID 59632821 Case No. 12791- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MICHAEL LEMANCHEK, ) individually and on behalf of all others ) similarly situated, ) ) Plaintiff, ) ) v. ) ) C.A. No.: DANIEL A. NINIVAGGI, RAINER ) JUECKSTOCK, SUNGHWAN CHO, ) CLASS ACTION THOMAS W. ELWARD, GEORGE ) FELDENKREIS, COURTNEY ) |
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| September 26, 2016 |
Federal-Mogul Holdings SC 14D9 SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 26, 2016 |
EX-(c)(2) Exhibit C2 Project Piston MATERIALS PREPARED FOR DISCUSSION WITH IC AHN ENTERPRISES, L . |
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| September 26, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13E3 SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (§240.13(e)-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of the Issuer) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G.P. INC. B |
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| September 26, 2016 |
EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of FEDERAL-MOGUL HOLDINGS CORPORATION at $9.25 NET PER SHARE Pursuant to the Offer to Purchase, dated September 26, 2016 by IEH FM HOLDINGS LLC a wholly owned subsidiary of AMERICAN ENTERTAINMENT PROPERTIES CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, |
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| September 26, 2016 |
EX-99.(a)(5)(iv) Exhibit (a)(5)(iv) ICAHN ENTERPRISES L.P. ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION AT $9.25 PER SHARE IN CASH New York, New York, September 26, 2016 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) today announced the commencement of a tender offer through its wholly owned subsidiary, IEH FM |
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| September 26, 2016 |
EX-(c)(5) Exhibit C5 Project Piston D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E S E P T E M B E R 5 , 2 0 1 6 | P R E L I M I N A R Y D R A F T – S U B J E C T T O R E V I E W – C O N F I D E N T I A L Table of Contents Page 1. |
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| September 26, 2016 |
EX-(c)(3) Exhibit C3 Project Piston DISCUSSION MATERIALS FOR THESPECIAL COMMITTEE JUNE 14, 2016 | PRELIMINARY DRAFT – SUBJECT TO REVIEW – CONFIDENTIAL Table of Contents Page 1. |
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| September 26, 2016 |
EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of FEDERAL-MOGUL HOLDINGS CORPORATION at $9.25 NET PER SHARE Pursuant to the Offer to Purchase, dated September 26, 2016 by IEH FM HOLDINGS LLC a wholly owned subsidiary of AMERICAN ENTERTAINMENT PROPERTIES CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON |
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| September 26, 2016 |
EX-(c)(4) Exhibit C4 Exhibit c4 Project Piston DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE AUGUST 15, 2016 | PRELIMINARY DRAFT – SUBJECT TO REVIEW – CONFIDENTIAL Table of Contents Page 1. |
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| September 26, 2016 |
EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Federal-Mogul Holdings Corporation at $9.25 Net Per Share by IEH FM Holdings LLC a wholly owned subsidiary of American Entertainment Properties Corp. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 24, 2016 (ONE MINUTE AFTER 11:59 P.M., N |
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| September 26, 2016 |
EX-99.(a)(1)(vi) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated September 26, 2016, and the related Letter of Transmittal and any amendments or supplements thereto. The Offeror (as defined below) is not aware of any state where the maki |
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| September 26, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC TO-T SC TO-T 1 d436998dsctot.htm SC TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM HOLDINGS LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P. ICAHN ENTERPRISES G |
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| September 26, 2016 |
EX-(c)(6) Exhibit C6 Project Piston PRESENTATI O N T O T H E S P E C I A L C O M M I T T E E S E P T E M B E R 6 , 2 0 1 6 | C O N F I D E N T I A L Table of Contents Page 1. |
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| September 26, 2016 |
EX-99.(a)(1)(v) EXHIBIT (a)(1)(v) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of FEDERAL-MOGUL HOLDINGS CORPORATION at $9.25 NET PER SHARE Pursuant to the Offer to Purchase dated September 26, 2016 by IEH FM HOLDINGS LLC a wholly owned subsidiary of AMERICAN ENTERTAINMENT PROPERTIES CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OC |
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| September 26, 2016 |
EX-99.(A)(1)(II) 3 d436998dex99a1ii.htm EX-99.(A)(1)(II) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL to Tender All Outstanding Shares of Common Stock of FEDERAL-MOGUL HOLDINGS CORPORATION at $9.25 NET PER SHARE Pursuant to the Offer to Purchase dated September 26, 2016 by IEH FM HOLDINGS LLC a wholly owned subsidiary of AMERICAN ENTERTAINMENT PROPERTIES CORP. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT |
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| September 7, 2016 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among FEDERAL MOGUL HOLDINGS CORPORATION AMERICAN ENTERTAINMENT PROPERTIES CORP. and IEH FM HOLDINGS LLC DATED AS OF SEPTEMBER 6, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 2 1.1. Certain Defined Terms 2 1.2. Index to Defined Terms 5 1.3. Construction; Absence of Presumption 7 ARTICLE II The Transactions; Closing; Effective Time 8 2.1. |
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| September 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 7, 2016 (September 6, 2016) Commission File Number Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Offices and Telephone Number State of |
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| September 7, 2016 |
Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Exhibit 99.1 Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Southfield, Michigan, and New York, New York, September 6, 2016 ? Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) and Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) today announced that Federal-Mogul had entered into an Agreement and Plan of Merger (the ?Merger Agreement?) |
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| September 7, 2016 |
Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Exhibit 99.1 Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Southfield, Michigan, and New York, New York, September 6, 2016 ? Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) and Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) today announced that Federal-Mogul had entered into an Agreement and Plan of Merger (the ?Merger Agreement?) |
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| September 7, 2016 |
Federal-Mogul Holdings SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FEDERAL-MOGUL HOLDINGS CORPORATION (Name of Subject Company) IEH FM Holdings LLC American Entertainment Properties Corp. Icahn Building LLC Icahn Enterprises Holdings L.P. Icahn Enterprises G.P. Inc |
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| September 7, 2016 |
Federal-Mogul Holdings SC14D9C SC14D9C 1 d255708dsc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Name of Person(s) Filing Statement) Common Stock, $0.01 par value |
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| September 7, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among FEDERAL MOGUL HOLDINGS CORPORATION AMERICAN ENTERTAINMENT PROPERTIES CORP. and IEH FM HOLDINGS LLC DATED AS OF SEPTEMBER 6, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 2 1.1. Certain Defined Terms 2 1.2. Index to Defined Terms 5 1.3. Construction; Absence of Presumption 7 ARTICLE II The Transactions; Closing; Effective Time |
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| September 7, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 7, 2016 |
Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. EX-99.1 Exhibit 99.1 Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Southfield, Michigan, and New York, New York, September 6, 2016 ? Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) and Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) today announced that Federal-Mogul had entered into an Agreement and Plan of Merger (the ?Merger Agr |
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| September 7, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Federal-Mogul Holdings Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 313549 404 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 |
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| September 6, 2016 |
Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. EX-99.1 Exhibit 99.1 Federal-Mogul Enters into Definitive Merger Agreement with Icahn Enterprises L.P. Southfield, Michigan, and New York, New York, September 6, 2016 ? Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) and Icahn Enterprises L.P. (NASDAQ: IEP) (?Icahn Enterprises?) today announced that Federal-Mogul had entered into an Agreement and Plan of Merger (the ?Merger Agr |
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| September 6, 2016 |
Federal-Mogul Holdings SC 14D9C SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Federal-Mogul Holdings Corporation (Name of Subject Company) Federal-Mogul Holdings Corporation (Name of Person(s) Filing Statement) Common Stock, $0. |
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| July 27, 2016 |
Federal-Mogul Holdings 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34029 FEDERAL-MOGU |
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| July 27, 2016 |
Federal-Mogul Reports Second Quarter 2016 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Second Quarter 2016 Results ? Second quarter net sales of $1.9 billion, down 2 percent, year-to-date net sales up 1 percent ? Gross profit of $304 million, a 1 percentage point margin improvement over Q2 2015 ? Net income from continuing operations attributable to Federal-Mogul of $31 million compared to $15 million in Q2 2015 ? Operational EBITDA of $196 |
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| July 27, 2016 |
Federal-Mogul Holdings 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 20, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 20, 2016 |
Federal-Mogul Receives Increased Offer from Icahn Enterprises L.P. EX-99.1 Exhibit 99.1 Federal-Mogul Receives Increased Offer from Icahn Enterprises L.P. Southfield, Michigan, June 20, 2016 ? Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) previously announced that on February 28, 2016, its majority shareholder, Icahn Enterprises L.P. (?IEP?), proposed to purchase the shares of Federal-Mogul common stock not owned by IEP in a merger transacti |
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| June 20, 2016 |
ICAHN ENTERPRISES L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 Exhibit 1 ICAHN ENTERPRISES L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 June 17, 2016 Board of Directors Federal-Mogul Holdings Corporation 27300 West 11 Mile Road Southfield, Michigan 48034 Gentlemen: On February 28th, we offered to acquire the remaining shares of Federal-Mogul common stock not owned by Icahn Enterprises in a merger transaction pursuant to which Federal-Mogul share |
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| June 20, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Federal-Mogul Holdings Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 313549 404 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 |
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| May 27, 2016 |
Federal-Mogul Holdings Corporation Conflict Minerals Report EX-1.01 2 d203095dex101.htm EX-1.01 Exhibit 1.01 Federal-Mogul Holdings Corporation Conflict Minerals Report This conflict minerals report (“Conflict Minerals Report” or “CMR”) is presented in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the year ended December 31, 2015. The Rule was adopted by the Securities and Exchange Commission (“SEC”) to |
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| May 27, 2016 |
SD 1 d203095dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 27300 West 11 Mile Road, |
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| April 29, 2016 |
CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 EX-31.8 Exhibit 31.8 CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 I, Rainer Jueckstock, the Co-Chief Executive Officer of Federal-Mogul Holdings Corporation (the ?Company?), certify that: 1. I have reviewed this Annual Report on Form 10-K/A for the period ended December 31, 2015 of Federal-Mogul Holdings Corporation; and 2. Based on my knowledge, this report does |
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| April 29, 2016 |
CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 EX-31.9 Exhibit 31.9 CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 I, J?r?me Rouquet, the Co-Chief Executive Officer of Federal-Mogul Holdings Corporation (the ?Company?), certify that: 1. I have reviewed this Annual Report on Form 10-K/A for the period ended December 31, 2015 of Federal-Mogul Holdings Corporation; and 2. Based on my knowledge, this report does no |
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| April 29, 2016 |
Federal-Mogul Holdings FORM 10-K/A (Annual Report) Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission F |
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| April 29, 2016 |
CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 EX-31.7 Exhibit 31.7 CERTIFICATION Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 I, Daniel A. Ninivaggi, the Co-Chief Executive Officer of Federal-Mogul Holdings Corporation (the ?Company?), certify that: 1. I have reviewed this Annual Report on Form 10-K/A for the period ended December 31, 2015 of Federal-Mogul Holdings Corporation; and 2. Based on my knowledge, this report do |
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| April 27, 2016 |
Federal-Mogul Holdings 10-Q (Quarterly Report) 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34029 FEDERAL-MOGUL H |
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| April 27, 2016 |
Federal-Mogul Reports First Quarter 2016 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports First Quarter 2016 Results ? Net sales of $1.9 billion, up $62 million ? Gross profit of $288 million, a 1.5 percentage point margin improvement over Q1 2015 ? Operational EBITDA of $193 million and net income of $35 million Southfield, Michigan, April 27, 2016. . . Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced financial results for th |
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| April 27, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| April 27, 2016 |
Exhibit 10.5 January 28, 2016 Dear Jerome; I am pleased to offer you the promotional opportunity as Chief Financial Officer Federal Mogul Holdings Corporation in addition to maintaining your current responsibilities as SVP Finance Federal Mogul Motorparts. Your new annual gross salary will be $400,000 USD, ($15,384.62 bi-weekly salary). This new salary will take effect February 1, 2016. This posit |
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| April 27, 2016 |
FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT – MOTORPARTS SEGMENT Exhibit 10.2 FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT – MOTORPARTS SEGMENT THIS PERFORMANCE AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul Corporation (Motorparts segment), a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January |
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| April 27, 2016 |
Exhibit 10.3 Federal-Mogul Powertrain Management Incentive Plan for Fiscal Year 2016 Under the Federal-Mogul Corporation 2010 Stock Incentive Plan (as amended) I.PURPOSE The Federal-Mogul Powertrain Management Incentive Plan (the “Plan”) has been established for Fiscal Year 2016 under the Federal-Mogul Corporation 2010 Stock Incentive Plan, as amended (the “2010 Incentive Plan”) for those Particip |
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| April 27, 2016 |
EX-10.4 4 exhibit104-2016federalxmog.htm EXHIBIT 10.4 Exhibit 10.4 FEDERAL-MOGUL MOTORPARTS Management Incentive Plan for Fiscal Year 2016 Under the Federal-Mogul Corporation 2010 Stock Incentive Plan (as amended) I.PURPOSE The Federal-Mogul Motorparts Management Incentive Plan (the “Plan”) has been established for Fiscal Year 2016 under the Federal-Mogul Corporation 2010 Stock Incentive Plan, as |
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| April 4, 2016 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| April 4, 2016 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT (this ?Amendment?) is entered into effective as of April 1, 2016 by and between Federal-Mogul Corporation (the ?Company?), and Rainer Jueckstock (the ?Executive?). WHEREAS, the Company and Executive are parties to an agreement dated April 1, 2012 (the ?Agreement?); WHEREAS, the Company is a wholly-owned |
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| March 29, 2016 |
Federal-Mogul Holdings 10-K/A (Annual Report) 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 001-34029 FEDERAL-MOGUL HOLDINGS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 46-5182047 (State or other juris |
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| March 29, 2016 |
Exhibit Exhibit 99 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Federal Mogul Powertrain Otomotiv A. |
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| February 29, 2016 |
Federal-Mogul Holdings 10-K (Annual Report) 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission File Number: 001-34029 FEDERAL-MOGUL HOLDINGS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 46-5182047 (State or other jurisdiction of incorpor |
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| February 29, 2016 |
Federal-Mogul Receives Merger Proposal from Icahn Enterprises L.P. EX-99.2 Exhibit 99.2 Federal-Mogul Receives Merger Proposal from Icahn Enterprises L.P. Southfield, Michigan, February 29, 2016. . . Federal-Mogul Holdings Corporation (NASDAQ: FDML) (?Federal-Mogul?) today announced that it has received a proposal from its majority shareholder, Icahn Enterprises L.P. (?IEP?), to purchase the shares of Federal-Mogul common stock not owned by IEP in a merger transa |
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| February 29, 2016 |
Federal-Mogul Holdings 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 29, 2016 |
Federal-Mogul Reports Fourth Quarter and Full-Year 2015 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Fourth Quarter and Full-Year 2015 Results ? Strong sales growth, largely offset by currency exchange rate fluctuations ? Gross profit increase of $45 million, or 20% in Q4 2015 ? 38% improvement in Operational EBITDA in Q4 2015, despite negative currency exchange rate impact; net loss of $58 million, driven by $98 million of non-cash impairment and restru |
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| February 29, 2016 |
Exhibit 21 FEDERAL-MOGUL HOLDINGS CORPORATION SUBSIDIARIES The direct and indirect operating subsidiaries of the Company and their respective States or other jurisdictions of incorporation as of December 31, 2015 are as follows: Name of Subsidiaries Country Percentage of Voting Stock Owned Directly and Indirectly by Federal-Mogul Federal Mogul Argentina SA. |
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| February 29, 2016 |
ICAHN ENTERPRISES L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 ICAHN ENTERPRISES L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 February 28, 2016 Board of Directors Federal-Mogul Holdings Corporation 27300 West 11 Mile Road Southfield, Michigan 48034 Gentlemen: As you know, Icahn Enterprises L.P. owns approximately 82.0% of the outstanding shares of common stock of Federal-Mogul Holdings Corporation. We would like to discuss a potential acquisitio |
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| February 29, 2016 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Federal-Mogul Holdings Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 313549 404 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 |
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| February 22, 2016 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 5, 2016 |
Federal-Mogul Holdings 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 21, 2016 |
Federal-Mogul Appoints Jerome Rouquet Chief Financial Officer EX-99.1 Exhibit 99.1 Federal-Mogul Appoints Jerome Rouquet Chief Financial Officer Southfield, Michigan, January 19, 2016?.Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced that Jerome Rouquet has been appointed Senior Vice President and Chief Financial Officer (CFO) of Federal-Mogul Holdings Corporation, effective immediately. Rouquet will report directly to Dan Ninivaggi, Federal |
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| January 21, 2016 |
Federal-Mogul Terminates Spin-off EX-99.2 3 d128107dex992.htm EX-99.2 Exhibit 99.2 Federal-Mogul Terminates Spin-off Southfield, Michigan, January 15, 2016….Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced it has terminated its previously announced spin-off of its Motorparts division. The Company will continue to operate in two separate, independent segments with separate CEOs who will each report directly to the |
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| January 21, 2016 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2016 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 17, 2015 |
Correspondence November 17, 2015 Ms. Melissa Raminpour Branch Chief Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Federal-Mogul Holdings Corporation Form 10-K for the Year Ended December 31, 2014 Filed February 27, 2015 Form 8-K dated February 12, 2015 Form 8-K dated October 28, 2015 File No. 001-34029 Dear Ms. Raminpour: On be |
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| October 28, 2015 |
Federal-Mogul Reports Third Quarter 2015 Results EX-99.1 2 d22819dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Reports Third Quarter 2015 Results Southfield, Michigan, October 28, 2015…Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced financial results for the third quarter ended September 30, 2015. Net sales for the third quarter were $1,824 million, a decrease of 3 percent versus the third quarter of 2014. On a constant dollar |
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| October 28, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34029 FEDERAL-MOGUL HOLDINGS CORPORATION (Exact name of |
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| October 28, 2015 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| August 17, 2015 |
CORRESP Federal-Mogul Holdings Corporation 27300 West 11 Mile Road Southfield, Michigan 48034 August 17, 2015 VIA EDGAR Julia Griffith Division of Corporation Finance U. |
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| August 10, 2015 |
FDML / Federal-Mogul Holdings Corp / GAMCO INVESTORS, INC. ET AL Activist Investment 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) Common Stock, $0.01 par value per share (Title of Class of Securities) 313549404 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Numb |
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| August 5, 2015 |
EX-4.5 Exhibit 4.5 FEDERAL-MOGUL HOLDINGS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities |
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| August 5, 2015 |
EX-12.1 Exhibit 12.1 Federal-Mogul Holdings Corporation Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Six Months Ended June 30, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Pre-tax income from continuing operations before adjustment for income or loss from equity investees (3) 2 (153 ) 123 (154 ) (77 ) 144 Add: Fixed Charges 81 150 137 166 167 168 Distributed inc |
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| August 5, 2015 |
Federal-Mogul Holdings FORM S-3 Form S-3 Table of Contents As filed with the Securities and Exchange Commission on August 5, 2015 Registration Statement No. |
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| August 5, 2015 |
EX-4.4 2 d24848dex44.htm EX-4.4 Exhibit 4.4 FEDERAL-MOGUL HOLDINGS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 |
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| July 29, 2015 |
Federal-Mogul Reports Second Quarter 2015 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Second Quarter 2015 Results ? Record sales of $2 billion, up 5 percent or 16 percent in constant dollars, versus Q2 2014 ? Adjusted net income from continuing operations of $59 million, or $0.35 per share, compared to $57 million in Q2 2014 ? Net income of $15 million from continuing operations, or $0.09 per share, compared to net loss of $5 million in Q2 |
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| July 29, 2015 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 fdml0630201510q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34029 FEDER |
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| June 12, 2015 |
Federal-Mogul Holdings 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 3, 2015 |
8-K 1 d935318d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisd |
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| June 1, 2015 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 27300 West 11 Mile Road, Southfield, Michigan |
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| June 1, 2015 |
Federal-Mogul Holdings Corporation Conflict Minerals Report EX-1.01 Exhibit 1.01 Federal-Mogul Holdings Corporation Conflict Minerals Report This conflict minerals report (?Conflict Minerals Report? or ?CMR?) is presented in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the ?Rule?), for the year ended December 31, 2014. The Rule was adopted by the Securities and Exchange Commission (?SEC?) to implement reporting and disc |
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| April 29, 2015 |
EX-10.5 6 exhibit105q12015.htm EXHIBIT 10.5 Exhibit 10.5 Herr Martin Hendricks Am Abhang 11 22587 Hamburg 24.Juli 2014 ANSTELLUNGSVERTRAG / EMPLOYMENT CONTRACT Sehr geehrter Herr Hendricks / Dear Mr Hendricks , Dieser Vertrag ersetzt den Vertrag mit Federal-Mogul Corporation vom 1. Oktober 2012. Folgende Vereinbarungen sind hiermit getroffen / This contract replaces the former contract with Federa |
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| April 29, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| April 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34029 FE |
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| April 29, 2015 |
Exhibit 10.3 FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN 2015-2017 EVA AWARD AGREEMENT - Powertrain Segment Name: [] (the ?Participant?) Pursuant to and subject to the terms and conditions of the Federal-Mogul Corporation 2010 Stock Incentive Plan, as amended from time to time (the ?Plan?), this award agreement (?Agreement?) evidences the issuance to the Participant by Federal-Mogul Corpor |
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| April 29, 2015 |
Federal-Mogul Powertrain Management Incentive Plan for Fiscal Year 2015 Exhibit 10.1 Federal-Mogul Powertrain Management Incentive Plan for Fiscal Year 2015 I. PURPOSE The Federal-Mogul Powertrain Management Incentive Plan (the ?Plan?) has been established for Fiscal Year 2015 for those Participants defined under Section III below. The purpose of this Plan is to provide additional compensation to Participants for their contribution to the achievement of the objectives |
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| April 29, 2015 |
FEDERAL-MOGUL MOTORPARTS Management Incentive Plan for Fiscal Year 2015 Exhibit 10.2 FEDERAL-MOGUL MOTORPARTS Management Incentive Plan for Fiscal Year 2015 I. PURPOSE The Federal-Mogul Motorparts Management Incentive Plan (the ?Plan?) has been established for Fiscal Year 2015 for those Participants defined under Section III below. The purpose of this Plan is to provide additional compensation to Participants for their contribution to the achievement of the objectives |
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| April 29, 2015 |
Federal-Mogul Reports First Quarter 2015 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports First Quarter 2015 Results ? First quarter 2015 sales of $1.8 billion, up 3 percent or 13 percent in constant dollars, versus Q1 2014 ? Operational EBITDA of $140 million in Q1 2015 ? Adjusted net income from continuing operations of $38 million in Q1 2015 ? Successfully closed the acquisition of the TRW engine valve business Southfield, Michigan, April 2 |
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| April 29, 2015 |
FEDERAL-MOGUL MOTORPARTS PERFORMANCE AWARD AGREEMENT Exhibit 10.4 FEDERAL-MOGUL MOTORPARTS PERFORMANCE AWARD AGREEMENT THIS PERFORMANCE AWARD AGREEMENT (the ?Agreement?) is made by and between Federal-Mogul Motorparts (the ?Company?), a division of Federal-Mogul Holdings Corporation, a Delaware corporation, and [Name], an officer or employee of the Company or a subsidiary of the Company (the ?Participant?) effective as of January 1, 2015. In conside |
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| April 28, 2015 |
Federal-Mogul Holdings DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| April 28, 2015 |
Federal-Mogul Holdings DEFA14A DEFA14A 1 d915746ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| March 27, 2015 |
FDML / Federal-Mogul Holdings Corp / ICAHN CARL C Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Federal-Mogul Holdings Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 313549 404 (CUSIP Number) Jesse A. Lynn, Esq. General Counsel Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 ( |
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| March 26, 2015 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 6, 2015 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-187424 PROSPECTUS SUPPLEMENT (To Prospectus dated May 1, 2013) SUBSCRIPTION RIGHTS TO PURCHASE UP TO 19,011,407 SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUBSCRIPTION RIGHTS AT $13.15 PER SHARE We are distributing to our stockholders, at no charge, transferable subscription rights to purchase up to an aggregat |
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| March 6, 2015 |
EX-99.1 Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF FEDERAL-MOGUL HOLDINGS CORPORATION RIGHTS CERTIFICATES CONSULT YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering by Federal-Mogul Holdings Corporation, a Delaware corporation (?Federal-Mogul?), to the stockholders of record (the ?Recordholders?) of its common stock, par value $0.01 per share (the ?C |
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| March 6, 2015 |
BENEFICIAL OWNER ELECTION FORM EX-99.5 Exhibit 99.5 BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of transferable rights (the ?Rights?) to purchase shares of common stock, par value $0.01 per share (the ?Common Stock?), of Federal-Mogul Holdings Corporation (?Federal-Mogul?). With respect to any instructions to exercise (or not to exercise) |
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| March 6, 2015 |
FEDERAL-MOGUL HOLDINGS CORPORATION EX-4.1 Exhibit 4.1 FEDERAL-MOGUL HOLDINGS CORPORATION Computershare Computershare Trust Company, N.A. 250 Royall Street Canton Massachusetts 02021 www.computershare.com MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T Subscription 12345678901234 Rights SUBSCRIPTION RIGHTS CERTIFICATE VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. EASTERN TIME |
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| March 6, 2015 |
Federal-Mogul Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 6, 2015 |
FEDERAL-MOGUL HOLDINGS CORPORATION NOMINEE HOLDER CERTIFICATION EX-99.6 Exhibit 99.6 FEDERAL-MOGUL HOLDINGS CORPORATION NOMINEE HOLDER CERTIFICATION The undersigned, a broker, dealer, custodian bank, trustee, depositary or other nominee holder of transferable rights (the ?Rights?) to purchase shares of common stock (?Common Stock?) of Federal-Mogul Holdings Corporation (?Federal-Mogul?) pursuant to the rights offering described and provided for in the Federal- |
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| March 6, 2015 |
EX-99.3 Exhibit 99.3 FORM OF LETTER FEDERAL-MOGUL HOLDINGS CORPORATION Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Federal-Mogul Holdings Corporation March 6, 2015 Dear Stockholder: This letter is being distributed by Federal-Mogul Holdings Corporation (?Federal-Mogul?) to all stockholders of record of shares of its |
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| March 6, 2015 |
EX-99.2 4 d885690dex992.htm EX-99.2 Exhibit 99.2 FORM OF LETTER FEDERAL-MOGUL HOLDINGS CORPORATION Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Shareholders of Federal-Mogul Holdings Corporation March 6, 2015 To Securities Dealers, Brokers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to secu |
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| March 6, 2015 |
EX-99.4 6 d885690dex994.htm EX-99.4 Exhibit 99.4 FORM OF LETTER FEDERAL-MOGUL HOLDINGS CORPORATION Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Federal-Mogul Holdings Corporation March 6, 2015 To Our Clients: Enclosed for your consideration is a prospectus supplement, dated March 6, 2015 (together with the accompanyin |
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| March 3, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 27, 2015 |
Exhibit 21 FEDERAL-MOGUL HOLDINGS CORPORATION SUBSIDIARIES The direct and indirect operating subsidiaries of the Company and their respective States or other jurisdictions of incorporation as of December 31, 2014 are as follows: Name of Subsidiaries Country Percentage of Voting Stock Owned Directly and Indirectly by Federal-Mogul Federal Mogul Argentina SA. |
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| February 27, 2015 |
Federal-Mogul 2014 Powertrain Management Incentive Plan (MIP) Exhibit 10.6 Federal-Mogul 2014 Powertrain Management Incentive Plan (MIP) Goal: This Powertrain Management Incentive Plan (this ?MIP?) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the ?Company?) Powertrain segment (?Powertrain?) and reward participants for achieving or exceeding those goals. Participants: Individual employees of the Company pro |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commission File Number: 001-34029 FEDERAL-MOGUL HOLDINGS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 46-5182047 (State or other jurisdiction of incorporation |
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| February 27, 2015 |
Federal-Mogul Corporate 2014 Management Incentive Plan (MIP) Exhibit 10.7 Federal-Mogul Corporate 2014 Management Incentive Plan (MIP) Goal: This Federal-Mogul Corporate (F-M Corporate) Management Incentive Plan (this ?MIP?) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the ?Company?) and reward participants for achieving or exceeding those goals. Participants: Individual employees of the Company providing |
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| February 27, 2015 |
Federal-Mogul 2014 VCS Management Incentive Plan (MIP) Exhibit 10.5 Federal-Mogul 2014 VCS Management Incentive Plan (MIP) Goal: This Vehicle Component Solutions (VCS) Management Incentive Plan (this ?MIP?) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation (the ?Company?) VCS segment and reward participants for achieving or exceeding those goals. Participants: Individual employees of the Company providing |
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| February 24, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2015 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 24, 2015 |
Federal-Mogul Reports Fourth Quarter and Full Year 2014 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Fourth Quarter and Full Year 2014 Results • Fourth quarter 2014 sales of $1.8 billion, up $100 million or 6 percent higher than Q4 2013; FY 2014 sales of $7.3 billion, up $531 million or 8 percent higher than FY 2013 • Operational EBITDA of $120 million in Q4 2014; FY 2014 Operational EBITDA of $624 million, up $33 million from FY 2013 • Adjusted net inco |
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| February 12, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2015 (February 6, 2015) Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 12, 2015 |
EX-99.1 2 d873141dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Powertrain Completes Purchase of TRW Engine Valve Business Strategic acquisition strengthens Company’s product offering Southfield, Michigan, February 9, 2015...Federal-Mogul Powertrain, a division of Federal-Mogul Holdings Corporation (NASDAQ: FDML), today announced that it has closed on material portions of the previously announced a |
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| January 29, 2015 |
EX-2.1 Exhibit 2.1 Amended and Restated Share and Asset Purchase Agreement dated January 23, 2015 by and between TRW AUTOMOTIVE INC. – “Seller” – on the one hand and FEDERAL-MOGUL VALVETRAIN GMBH – “Purchaser” – on the other hand on the sale of certain shares and assets pertaining to the Seller’s worldwide engine components business TABLE OF CONTENTS 1. Definitions and Interpretation 5 2. Sale and |
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| January 29, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2015 (January 23, 2015) Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 22, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 22, 2014 |
Federal-Mogul Reports Q3 2014 Results EX-99.1 Exhibit 99.1 Federal-Mogul Reports Q3 2014 Results Q3 2014 Highlights • Sales of $1.9 billion, or 11 percent higher than Q3 2013 • Operational EBITDA of $152 million, or 8.1 percent of sales • Operating income of $70 million • Adjusted net income from continuing operations of $20 million • Adjusted net income per share from continuing operations was $0.13 • Continued investment in high gro |
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| October 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3402 |
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| September 24, 2014 |
EX-99.3 Exhibit 99.3 Federal-Mogul Holdings Corporation and Friction Materials Business Pro Forma Condensed Combined Financial Statements The following unaudited pro forma condensed combined financial statements are based upon the historical consolidated financial statements of Federal-Mogul Holdings Corporation (the “Company”) and the Friction Materials business of Honeywell International Inc. Th |
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| September 24, 2014 |
Financial Statements and Exhibits 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| September 24, 2014 |
EX-99.2 4 d794274dex992.htm EX-99.2 Exhibit 99.2 Friction Materials Business Combined Statements of Operations (Unaudited) (Dollars in thousands) Three Months Ended March 31, 2014 2013 Revenue $ 149,225 $ 138,827 Costs, expenses and other: Costs of goods sold 140,001 141,573 Selling, general and administrative expenses 15,354 11,725 Repositioning charges 595 — Interest and other financial charges |
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| September 24, 2014 |
EX-99.1 3 d794274dex991.htm EX-99.1 Exhibit 99.1 Independent Auditor’s Report To the Management of Honeywell International Inc. We have audited the accompanying combined financial statements of the Friction Materials business of Honeywell International Inc., which comprise the combined balance sheets as of December 31, 2013 and December 31, 2012, and the related combined statements of operations, |
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| September 15, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 15, 2014 |
Share and Asset Purchase Agreement dated September 10, 2014 by and between TRW AUTOMOTIVE INC. EX-2.1 Exhibit 2.1 Share and Asset Purchase Agreement dated September 10, 2014 by and between TRW AUTOMOTIVE INC. – “Seller” – on the one hand and PLATIN 1058. GMBH – “Purchaser” – on the other hand on the sale of certain shares and assets pertaining to the Seller’s worldwide engine components business TABLE OF CONTENTS 1. Definitions and Interpretation 4 2. Sale and Purchase of Shares 25 3. Sale |
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| September 15, 2014 |
EX-99.1 3 d787790dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Signs Definitive Agreement to Purchase the Engine Valve Business of TRW Acquisition is strategic fit; expands Federal-Mogul’s core powertrain business Southfield, Michigan, September 10, 2014.Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced that its Powertrain division has entered into a definitive purchase agreement t |
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| September 3, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 3, 2014 |
Federal-Mogul Announces Plan to Separate into Two Leading and Distinct Global Automotive Suppliers EX-99.1 Exhibit 99.1 Federal-Mogul Announces Plan to Separate into Two Leading and Distinct Global Automotive Suppliers Southfield, Michigan, September 3, 2014...Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced its plan to separate its Powertrain and Motorparts divisions into two independent, publicly-traded companies serving the global original equipment and aftermarket industrie |
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| July 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34029 FED |
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| July 23, 2014 |
EX-99.1 Exhibit 99.1 Federal-Mogul Reports Improved Q2 2014 Results Sales up 7 percent to $1.9 billion, Operational EBITDA of $180 million and Free Cash Flow of $67 million Q2 2014 Highlights • Sales of $1.9 billion, or 7 percent higher than Q2 2013 • Operational EBITDA of $180 million or 9.6 percent of sales, up from $162 million or 9.3 percent of sales in Q2 2013 • Operating income of $100 milli |
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| July 23, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 15, 2014 |
Federal-Mogul Completes Purchase of Honeywell Friction Business EX-99.1 3 d759290dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Completes Purchase of Honeywell Friction Business Southfield, Mich., July 14, 2014...Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced that its Motorparts Division has completed the previously announced acquisition of certain business assets of the Honeywell Friction Material business. The Honeywell Friction Material bu |
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| July 15, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 15, 2014 |
EX-2.1 2 d759290dex21.htm EX-2.1 Exhibit 2.1 CONFIDENTIAL Amended and restated STOCK AND ASSET PURCHASE AGREEMENT dated as of July 10, 2014 by and between Honeywell International Inc., Platin 966. GmbH and Saxid SAS TABLE OF CONTENTS 1. PURCHASE AND SALE; ASSUMPTION OF LIABILITIES. 1 1.1 TRANSACTIONAL OVERVIEW. 1 1.2 PURCHASE AND SALE. 4 1.3 EXCLUDED ASSETS. 5 1.4 ASSETS OF THE TRANSFERRED ENTITIE |
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| June 2, 2014 |
Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 26555 Northwestern Highway, Southfield, |
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| June 2, 2014 |
Federal-Mogul Holdings Corporation Conflict Minerals Report For The Year Ended December 31, 2013 EX-1.02 Exhibit 1.02 Federal-Mogul Holdings Corporation Conflict Minerals Report For The Year Ended December 31, 2013 This conflict minerals report (“CMR”) is presented in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the year ended December 31, 2013. The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting a |
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| May 2, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 46-5182047 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 2, 2014 |
Affinia Group Inc. 1101 Technology Drive Ann Arbor, MI 48108 EX-2.1 EXECUTION VERSION Exhibit 2.1 Affinia Group Inc. 1101 Technology Drive Ann Arbor, MI 48108 April 29, 2014 Federal-Mogul Chassis LLC c/o Federal-Mogul Corporation 26555 Northwestern Highway Southfield, MI 48033 Attention: Brett Pynnonen Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement dated as of January 21, 2014, as amended by that certain letter agreement da |
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| May 2, 2014 |
EX-99.1 Exhibit 99.1 Federal-Mogul Completes Purchase of Affinia Chassis Components Business Acquisition expands Companys product and customer presence in core chassis business Southfield, Mich., May 1, 2014 Federal-Mogul Holdings Corporation (NASDAQ: FDML) today announced it has completed its previously announced acquisition of Affinias chassis components business. The Affinia business serves l |
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| April 29, 2014 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 29, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 fdml0331201410q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm |
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| April 23, 2014 |
Federal-Mogul Reports Improved Sales, Operational Performance and Net Income in Q1 2014 EX-99.1 Exhibit 99.1 Federal-Mogul Reports Improved Sales, Operational Performance and Net Income in Q1 2014 • First quarter 2014 net sales of $1.8 billion, or 7 percent higher than Q1 2013 • Net income from continuing operations improves $22 million to $41 million in Q1 2014 from $19 million in Q1 2013 • Q1 2014 net income of $40 million, up $74 million from Q1 2013 • Improved operational EBITDA |
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| April 23, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| April 18, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on April 18, 2014 Registration No. |
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| April 18, 2014 |
CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF FEDERAL-MOGUL CORPORATION EX-24.1 Exhibit 24.1 CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF FEDERAL-MOGUL CORPORATION I, Brett Pynnonen, do hereby certify that (i) I am the Senior Vice President and General Counsel of Federal-Mogul Corporation, a Delaware corporation (the “Company”); (ii) set forth below is a true and correct copy of a resolution that was duly adopted by written consent of the Board of Directors of th |
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| April 18, 2014 |
POS AM As filed with the Securities and Exchange Commission on April 18, 2014 Registration Statement No. |
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| April 16, 2014 |
Federal-Mogul Corporation Announces Holding Company Structure EX-99.1 Exhibit 99.1 Federal-Mogul Corporation Announces Holding Company Structure Southfield, Michigan, April 15, 2014 … Federal-Mogul Corporation (NASDAQ:FDML), a leading global supplier of automotive components, technologies and services, today announced it has completed a transaction to implement a holding company structure. Effective immediately, Federal-Mogul Corporation will be a wholly-own |
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| April 16, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2014 Federal-Mogul Holdings Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| April 16, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2014, is by and among Federal-Mogul Corporation, a Delaware corporation (“FMC”), Federal-Mogul Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of FMC (“Holdco”), Federal-Mogul MergerCo Inc., a Delaware corporation and a |
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| April 16, 2014 |
EX-3.2 4 d713290dex32.htm EX-3.2 Exhibit 3.2 BY-LAWS OF FEDERAL-MOGUL HOLDINGS CORPORATION As adopted on April 14, 2014 Incorporated under the General Corporation Law of the State of Delaware ARTICLE I Offices Section 1. Registered Office. The registered office shall be shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent in the State o |
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| April 16, 2014 |
EX-10.1 Exhibit 10.1 Execution Version AMENDMENT AGREEMENT AMENDMENT AGREEMENT dated as of April 15, 2014 (this “Amendment”), to the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of December 27, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among FEDERAL-MOGUL CORPORATION, a Delaware corporation (the “Original Borrower”), CITIC |
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| April 16, 2014 |
CERTIFICATE OF INCORPORATION FEDERAL-MOGUL HOLDINGS CORPORATION EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL HOLDINGS CORPORATION Federal-Mogul Holdings Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation (hereinafter called the “Corporation”) is Federal-Mogul Holdings Corporation. SECOND: The address, including street, number, city, and c |
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| April 16, 2014 |
Federal-Mogul Holdings Corporation Successfully Refinances Existing Credit Facility EX-99.2 Exhibit 99.2 Federal-Mogul Holdings Corporation Successfully Refinances Existing Credit Facility Southfield, Michigan, April 15, 2014 … Federal-Mogul Holdings Corporation (NASDAQ:FDML), a leading global supplier of automotive components, technologies and services, today announced it has successfully secured $2.6 billion to refinance existing debt. Federal-Mogul Holdings Corporation entered |
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| March 3, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Commission File Number: 001-34029 FEDERAL-MOGUL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 20-8350090 (State or other jurisdiction of incorporation or organ |
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| February 24, 2014 |
EX-21 4 exhibit21201310k.htm EXHIBIT 21 Exhibit 21 FEDERAL-MOGUL CORPORATION SUBSIDIARIES The direct and indirect operating subsidiaries of the Company and their respective States or other jurisdictions of incorporation as of December 31, 2013 are as follows: Name of Subsidiaries Country Percentage of Voting Stock Owned Directly and Indirectly by Federal-Mogul Federal Mogul Argentina SA. Argentina |
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| February 24, 2014 |
December 9, 2013 Personal & Confidential Mr. Rajesh K. Shah ******* ******* Dear Rajesh: This letter is intended to update, clarify and supersede your offer letter of November 26, 2013. I am pleased to offer you the opportunity to join us as Senior Vice President, and Chief Financial Officer at a bi-weekly salary of $15,384.62 (annualized at $400,000). This position will report directly to Rainer |
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| February 24, 2014 |
POWER OF ATTORNEY Each of the undersigned directors of Federal-Mogul Corporation (the “Company”), hereby appoints Brett D. |
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| February 24, 2014 |
Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. |
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| February 20, 2014 |
EX-99.1 2 d677819dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Reports Strong Fourth Quarter and Full Year 2013 Results Sales up 10% in Q4, 5% for full year; Pre-Tax Income of $157 million for full year • Fourth quarter 2013 sales of $1.7 billion, up $154 million or 10% higher than Q4 2012; FY 2013 sales of $6.8 billion, up $342 million or 5% higher than FY 2012. • Operational EBITDA of $140 milli |
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| February 20, 2014 |
EX-99.2 Exhibit 99.2 February 19, 2014 Board of Directors Federal-Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48033 Ladies and Gentlemen: Due to other commitments, I hereby resign as a director of Federal-Mogul Corporation, effective as of February 25, 2014. I have enjoyed my tenure on the Board and am confident of the company’s continued success in the future. Very truly you |
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| February 20, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 10, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 10, 2014 |
Federal-Mogul Board of Directors Appoints Daniel Ninivaggi Co-CEO, CEO of Vehicle Components Group EX-99.1 4 d673090dex991.htm EX-99.1 Exhibit 99.1 Federal-Mogul Board of Directors Appoints Daniel Ninivaggi Co-CEO, CEO of Vehicle Components Group SOUTHFIELD, Michigan, February 6, 2014... The Board of Directors of Federal-Mogul Corporation (NASDAQ: FDML), a global supplier of powertrain and safety technologies, and of leading brands in the worldwide automotive aftermarket, today announced the ap |
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| February 10, 2014 |
EX-10.2 Exhibit 10.2 AGREEMENT Agreement made as of the 5th day of February, 2014 (the “Execution Date”) by and between Federal-Mogul Corporation (the “Employer”), and Daniel A. Ninivaggi (the “Employee”). Whereas, Employer wishes to employ Employee as Co-Chief Executive Officer of Employer and the Chief Executive Officer of its Vehicle Components Group (as defined below) and Employee wishes to be |
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| February 10, 2014 |
SEPARATION AGREEMENT AND RELEASE EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Separation Agreement”) is made and entered into this 4th day of February 2014 by and between Federal-Mogul Corporation (hereinafter “Federal-Mogul”) and Kevin Freeland (hereinafter “Freeland”). Federal-Mogul and Freeland are collectively referred to herein as the “Parties.” RECITALS A. Freeland was an |
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| January 22, 2014 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 22, 2014 |
EX-99.1 Exhibit 99.1 Federal-Mogul to Purchase Affinia Chassis Components Business Acquisition will expand Federal-Mogul’s customer and product presence in core chassis business Southfield, Mich., January 22, 2014…Federal-Mogul today announced that it has entered into a definitive asset purchase agreement to acquire Affinia’s chassis components business. The Affinia business serves leading U.S. af |
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| January 22, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between AFFINIA GROUP INC., as Seller, and VCS QUEST ACQUISITION LLC, as Buyer Dated as of January 21, 2014 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE; PURCHASE PRICE; ADJUSTMENTS 1 1.1 Purchase and Sale of Assets 1 1.2 Excluded Assets 4 1.3 Assumption of Liabilities 5 1.4 Excluded Liabilities 6 1.5 Aggregate Consideratio |
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| January 13, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 13, 2014 |
EX-99.1 2 d659691dex991.htm EX-99.1 Exhibit 99.1 January 10, 2014 Board of Directors Federal-Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48033 Ladies and Gentlemen: Due to other commitments, I hereby resign as a director of Federal-Mogul Corporation, effective as of the date hereof. I will remain as Managing Director of Icahn Capital LP and in all of my other positions with I |
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| January 7, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 d647292d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2014 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of i |
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| January 7, 2014 |
EX-99.1 Exhibit 99.1 Federal-Mogul Signs Definitive Agreement to Purchase Significant Portion of Honeywell Friction Business Acquisition expands global reach in Federal-Mogul’s core business of brake friction materials Bad Camberg, Germany, January 7, 2014...Federal-Mogul Corporation today announced that its European subsidiaries entered into a definitive purchase agreement to acquire certain busi |
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| January 7, 2014 |
EX-2.1 Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT dated as of January 7, 2014 by and between Honeywell International Inc., Platin 966. GmbH and Saxid SAS TABLE OF CONTENTS 1. PURCHASE AND SALE; ASSUMPTION OF LIABILITIES 7 1.1 TRANSACTIONAL OVERVIEW 7 1.2 PURCHASE AND SALE 10 1.3 EXCLUDED ASSETS 11 1.4 ASSETS OF THE TRANSFERRED ENTITIES 13 1.5 NONASSIGNABILITY OF ASSETS 14 1.6 ASSUMPTION OF LIA |
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| December 23, 2013 |
Rajesh Shah Senior Vice President and Chief Financial Officer December 23, 2013 VIA EDGAR Ms. |
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| December 12, 2013 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 12, 2013 |
RAJESH SHAH APPOINTED SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, FEDERAL-MOGUL CORPORATION EX-99.1 Exhibit 99.1 RAJESH SHAH APPOINTED SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, FEDERAL-MOGUL CORPORATION SOUTHFIELD, Michigan, December 12, 2013…..Federal-Mogul Corporation (FDML: NASDAQ) today announced the appointment of Rajesh Shah as senior vice president and chief financial officer, effective immediately. He will report directly to both Rainer Jueckstock and Kevin Freeland, the |
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| December 9, 2013 |
EX-10.2 Exhibit 10.2 December 6, 2013 Federal-Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48033 Dear Sirs: I am writing on behalf of High River Limited Partnership (“High River”), an entity controlled indirectly by Carl C. Icahn. We understand that Federal-Mogul Corporation’s Tranche B term loan in the principal amount of approximately $1.6 billion as of the date hereof (the |
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| December 9, 2013 |
[Remainder of page intentionally left blank.] EX-10.1 Exhibit 10.1 Execution Version INCREASE, JOINDER AND AMENDMENT AGREEMENT dated as of December 6, 2013 (this “Amendment”), to the TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as of December 27, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among FEDERAL-MOGUL CORPORATION, a Delaware corporation (the “Borrower”) the lenders |
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| December 9, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 1, 2013 |
Ex-12.1 Exhibit 12.1 Federal-Mogul Corporation Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Year Ended December 31, 2012 2011 2010 2009 2008 Pre-tax income from continuing operations before adjustment for income or loss from equity investees (154 ) (77 ) 144 (86 ) (484 ) Add: Fixed Charges 166 166 168 174 262 Distributed income of equity investees 31 16 43 7 33 Subtract: |
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| November 1, 2013 |
EX-99.1 Exhibit 99.1 INDEX Page No. Part I Item 1 – Business 2 Item 1A – Risk Factors 17 Item 2 – Properties 23 Part II Item 6 – Selected Financial Data 24 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A – Quantitative and Qualitative Disclosures About Market Risk 48 Item 8 – Financial Statements and Supplementary Data Management’s Report o |
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| November 1, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 d611843d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdictio |
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| October 24, 2013 |
Federal-Mogul 2013 VCS Management Incentive Plan (MIP) Exhibit 10.22 Federal-Mogul 2013 VCS Management Incentive Plan (MIP) Goal: The Vehicle Component Solutions (VCS) Management Incentive Plan (MIP) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation Vehicle Component Solutions segment (VCS) and reward participants for achieving or exceeding those goals. Participants: Individual employees are eligible for |
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| October 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3402 |
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| October 24, 2013 |
Federal-Mogul 2013 Corporate Management Incentive Plan (MIP) Exhibit 10.24 Federal-Mogul 2013 Corporate Management Incentive Plan (MIP) Goal: The Management Incentive Plan (MIP) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation and reward participants for achieving or exceeding those goals. Participants: Individual employees are eligible for participation in the MIP based on appointment by the employee?s Vice P |
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| October 24, 2013 |
Federal-Mogul 2013 Powertrain Management Incentive Plan (MIP) EX-10.23 3 exhibit1023.htm EXHIBIT Exhibit 10.23 Federal-Mogul 2013 Powertrain Management Incentive Plan (MIP) Goal: The Powertrain Management Incentive Plan (MIP) is intended to align the actions of participants with the goals of the Federal-Mogul Corporation Powertrain segment (Powertrain) and reward participants for achieving or exceeding those goals. Participants: Individual employees are elig |
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| October 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 23, 2013 |
EX-99.1 Exhibit 99.1 Federal-Mogul Reports Improved Q3 2013 Results Sales up 9% to $1.7 billion; Net Income of $38 million; Operational EBITDA of $147 million and Free Cash Flow of $58 million Q3 2013 Highlights • Sales of $1.7 billion from continuing operations up $145 million, or 9% higher than Q3 2012. • Net Income of $38 million, a $49 million improvement from Q3 2012. EPS of $0.26 per share, |
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| August 29, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 22, 2013 |
FDML / Federal-Mogul Holdings Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Federal-Mogul Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 313549404 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho |
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| July 22, 2013 |
EX-12.1 Exhibit 12.1 Federal-Mogul Corporation Computation of Ratio of Earnings to Fixed Charges (Dollars in millions) Year Ended December 31, 2012 2011 2010 2009 2008 Pre-tax income from continuing operations before adjustment for income or loss from equity investees (153 ) (100 ) 150 (77 ) (467 ) Add: Fixed Charges 166 166 168 174 262 Distributed income of equity investees 31 16 43 7 33 Subtract |
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| July 22, 2013 |
8-K 1 d571709d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2013 Federal-Mogul Corporation (Exact name of registrant as specified in its charter) Delaware 001-34029 20-8350090 (State or other jurisdiction o |
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| July 22, 2013 |
EX-99.1 Exhibit 99.1 INDEX Page No. Part I Item 1 – Business 2 Item 1A – Risk Factors 17 Item 2 – Properties 23 Part II Item 6 – Selected Financial Data 24 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A – Quantitative and Qualitative Disclosures About Market Risk 49 Item 8 – Financial Statements and Supplementary Data 50 Management’s Repor |
