-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnDuLVmQHptidriCOnNZDR0A0fP0ameBJvljaPXUqP27/QiTc3LP0vMGlCe98YQz 4yJQ9wfKWs+iXDFsqu/FEQ== 0000950134-02-009094.txt : 20020807 0000950134-02-009094.hdr.sgml : 20020807 20020807081647 ACCESSION NUMBER: 0000950134-02-009094 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020516 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO AUTOMOTIVE INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 02721133 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-50 MAIL ADDRESS: STREET 1: 500 N FIELD DR STREET 2: ROOM T 2560B CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K/A 1 c71012a1e8vkza.txt AMENDMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ Date of report (Date of earliest event reported): MAY 16, 2002 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-12387 76-0515284 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 482-5000 Tenneco Automotive Inc. (the "Company") hereby amends Items 4 and 7 of its Current Report on Form 8-K, as originally filed with the Securities and Exchange Commission on May 17, 2002, to read in their entireties as follows: ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Upon the recommendation of its Audit Committee, the Board of Directors of Tenneco Automotive Inc. (the "Company") approved the engagement of Deloitte & Touche LLP ("Deloitte & Touche") as the Company's independent auditors for the fiscal year ending December 31, 2002, effective as of May 16, 2002. Deloitte & Touche replaces the firm of Arthur Andersen LLP ("Andersen"), which was dismissed as independent auditors of the Company effective May 16, 2002. In addition, the Commission received from Andersen a letter dated June 17, 2002 indicating that its client-auditor relationship had ceased with respect to the Tenneco Automotive Employee Stock Ownership Plan for Salaried Employees and the Tenneco Automotive Employee Stock Ownership Plan for Hourly Employees (collectively, the "Plans"). The Benefits Committee of the Company has not yet dismissed Andersen as independent auditors of the Plans, although it intends to do so, and to engage new independent auditors with respect to the Plans, as expeditiously as possible. The Company will file an amendment to this Form 8-K, disclosing the dismissal of Andersen and engagement of new independent auditors with respect to the Plans. Andersen's reports on the Company's and Plans' financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During each of the Company's and the Plans' last two fiscal years ended December 31, 2001, and during the interim period since the end of the last fiscal year, there were no disagreements with Andersen on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Andersen, would have caused Andersen to make reference to the matter in their report. The Company has requested Andersen to furnish it a letter addressed to the SEC stating whether it agrees with the above statements. A copy of that letter with respect to the Company, dated May 17, 2002 is filed as Exhibit 16.1 to this Form 8-K. The Company has used reasonable efforts to obtain such a letter with respect to the Plans, but has been advised by Andersen that Andersen no longer provides such letters. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit Number Description *16.1 Letter of Arthur Andersen LLP regarding change in certifying accountants of the Company. *Previously filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TENNECO AUTOMOTIVE INC. Date: August 7, 2002 By: /s/ Mark A. McCollum ------------------------------ Mark A. McCollum Senior Vice President and Chief Financial Officer -2- EXHIBIT INDEX Exhibit Number Description *16.1 Letter of Arthur Andersen LLP regarding change in certifying accountants of the Company. *Previously filed. -3- -----END PRIVACY-ENHANCED MESSAGE-----