Amended Statement of Beneficial Ownership (sc 13d/a)
January 23 2017 - 4:32PM
Edgar (US Regulatory)
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 Floor
New York, New York 10153
(212) 702-4300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 23, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAME OF
REPORTING PERSON
IEH FM Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
155,219,529
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
155,219,529
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8% (see Item 4 and Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF
REPORTING PERSON
American Entertainment Properties Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF
REPORTING PERSON
Icahn Building LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF
REPORTING PERSON
Icahn Enterprises Holdings L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF
REPORTING PERSON
Icahn Enterprises G.P. Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF
REPORTING PERSON
Beckton Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF
REPORTING PERSON
Carl C. Icahn
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
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|
SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
155,219,529
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
155,219,529
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,219,529
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
91.8%
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14
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Item 1. Security and Issuer
This statement
constitutes Amendment No. 20 to the Schedule 13D relating to the shares of common stock, par value $0.01 per share (Shares), issued by Federal-Mogul Holdings Corporation (the Issuer), and hereby amends the Schedule 13D
filed with the Securities and Exchange Commission on January 7, 2008, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on February 27, 2008, Amendment No. 2 to the Schedule 13D,
filed with the Securities and Exchange Commission on July 3, 2008, Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on December 3, 2008, Amendment No. 4 to the Schedule 13D, filed with the
Securities and Exchange Commission on December 3, 2012, Amendment No. 5 to the Schedule 13D, filed with the Securities and Exchange Commission on December 20, 2012, Amendment No. 6 to the Schedule 13D, filed with the Securities
and Exchange Commission on May 29, 2013, Amendment No. 7 to the Schedule 13D, filed with the Securities and Exchange Commission on July 11, 2013, Amendment No. 8 to the Schedule 13D, filed with the Securities and Exchange
Commission on March 27, 2015, Amendment No. 9 to the Schedule 13D, filed with the Securities and Exchange Commission on February 29, 2015, Amendment No. 10 to the Schedule 13D, filed with the Securities and Exchange Commission on
June 20, 2016, Amendment No. 11 to the Schedule 13D, filed with the Securities and Exchange Commission on September 7, 2016, Amendment No. 12 to the Schedule 13D, filed with the Securities and Exchange Commission on
September 26, 2016, Amendment No. 13 to the Schedule 13D, filed with the Securities and Exchange Commission on October 12, 2016, Amendment No. 14 to the Schedule 13D, filed with the Securities and Exchange Commission on
October 31, 2016, Amendment No. 15 to the Schedule 13D, filed with the Securities and Exchange Commission on November 15, 2016, Amendment No. 16 to the Schedule 13D, filed with the Securities and Exchange Commission on
November 16, 2016, Amendment No. 17 to the Schedule 13D, filed with the Securities and Exchange Commission on January 3, 2017, Amendment No. 18 to the Schedule 13D, filed with the Securities and Exchange Commission on
January 18, 2017, and Amendment No. 19 to the Schedule 13D, filed with the Securities and Exchange Commission on January 19, 2017 (as amended, the Schedule 13D), to furnish the additional information set forth herein. All
capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of
the Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On January 23, 2017, Icahn Enterprises L.P. (Icahn Enterprises) and the Issuer issued a joint press release announcing
the closing of the merger of IEH FM Holdings LLC (IEH) with and into the Issuer, with the Issuer as the surviving corporation and an indirectly wholly owned subsidiary of Icahn Enterprises (the Merger).
As part of the Merger, all of the outstanding Shares, including the 13,821,122 Shares not owned by the Reporting Persons immediately prior to
the Merger, were cancelled and retired and automatically converted into the right to receive the merger consideration.
Item 5. Interest in
Securities of the Issuer
Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected by the Reporting Persons since the Reporting Persons filed
Amendment No. 10 to Schedule 13D on June 20, 2016.
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share
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Icahn Enterprises L.P. (through its wholly owned subsidiary, IEH)
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1/23/2017
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16,629,388 (1)
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10.00
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(1)
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IEP accepted for payment and paid for 16,629,388 Shares validly tendered in a tender offer related to the Merger. On January 23, 2017, all of the outstanding Shares, including the 13,821,122 Shares not owned by the
Reporting Persons immediately prior to the Merger, were cancelled and retired in connection with the Merger.
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Item 7. Material to be
Filed as Exhibits
1. Joint Press Release, dated January 23, 2017 (incorporated herein by reference to Exhibit 99.2 to the current
report on Form 8-K of Icahn Enterprises L.P., filed with the Securities and Exchange Commission on January 23, 2017).
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: January 23, 2017
IEH FM HOLDINGS LLC
By: Icahn Enterprises Holdings L.P., its
sole member
By: Icahn Enterprises G.P. Inc., its general partner
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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AMERICAN ENTERTAINMENT PROPERTIES CORP.
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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ICAHN BUILDING LLC
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By: Icahn Enterprises Holdings L.P., its sole member
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By: Icahn Enterprises G.P. Inc., its general partner
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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ICAHN ENTERPRISES HOLDINGS L.P.
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By: Icahn Enterprises G.P. Inc., its general partner
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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ICAHN ENTERPRISES G.P. INC.
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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BECKTON CORP.
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By:
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/s/ Edward E. Mattner
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Name: Edward E. Mattner
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Title: Authorized Signatory
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/s/ Carl C. Icahn
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CARL C. ICAHN
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[Signature Page of Amendment No. 20 to Schedule 13D Federal-Mogul Holdings Corporation]
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