-----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, NDFCpZuALImltFtxWdlYcPygXOI7Z5dJXquT+W3VwOIVSn1U07bC/nsls7aa/bta fLvakMzMIxupf7n84DIyKw== 0000950134-05-002059.txt : 20050204 0000950134-05-002059.hdr.sgml : 20050204 20050204070123 ACCESSION NUMBER: 0000950134-05-002059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050131 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 05575174 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 1 c91783e8vk.txt CURRENT REPORT 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): January 31, 2005 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other jurisdiction (Commission (I.R.S. Employer of of incorporation File Number) Incorporation or organization) 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS. On January 31, 2005, Tenneco Automotive Inc. announced that it will be making a voluntary pre-payment of $40 million under the Tranche B Term Loan Facility of its senior credit facility. A copy of the company's press release announcing this voluntary pre-payment is included as Exhibit 99.1 and incorporated by reference herein. On February 2, 2005, Tenneco Automotive Inc. announced that it acquired substantially all the assets of Gabilan Manufacturing, Inc. A copy of the company's press release announcing this acquisition is included as Exhibit 99.2 and incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description - ----------- --------------------------------------------------------------- 99.1 Tenneco Automotive Inc.'s press release dated January 31, 2005. 99.2 Tenneco Automotive Inc.'s press release dated February 2, 2005. 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: February 4, 2005 By: /s/ Kenneth R. Trammell ---------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EX-99.1 2 c91783exv99w1.txt PRESS RELEASE Exhibit 99.1 news release [TENNECO AUTOMOTIVE LOGO] Contacts: Jane Ostrander Media Relations 847 482-5607 jane.ostrander@tenneco-automotive.com Leslie Hunziker Investor Relations 847 482-5042 leslie.hunziker@tenneco-automotive.com TENNECO AUTOMOTIVE MAKES VOLUNTARY DEBT PRE-PAYMENT Lake Forest, Illinois, January 31, 2005 - Tenneco Automotive (NYSE: TEN) announced today that the company will make a voluntary $40 million cash pre-payment on its $396 million Term Loan B credit facility, which matures in December 2010. "We remain committed to our number one priority of generating cash to pay down debt," said Mark P. Frissora, chairman and CEO, Tenneco Automotive. "Our sharp focus on business growth, cost reduction and operational improvement over the last five years has increased earnings and improved working capital, both strategies for generating cash for debt reduction." The company will make the cash pre-payment as a result of strong cash performance in 2004, having ended the year with cash balances of $214 million and no borrowings outstanding on its $220 million revolver or $180 million letter of credit facility. The pre-payment will reduce interest expense by about $2 million annually. Tenneco Automotive is a $4.2 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 18,800 employees worldwide. Tenneco Automotive is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco Automotive markets its products principally under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control components. ### EX-99.2 3 c91783exv99w2.txt PRESS RELEASE Exhibit 99.2 news release [TENNECO AUTOMOTIVE LOGO] Contacts: Jim Spangler Marc Harlow Media Relations Media Relations 847 482-5810 313 567-5014 jspangler@tenneco.com mharlow@franco.com Leslie Hunziker Investor Relations 847 482-5042 lhunziker@tenneco.com TENNECO AUTOMOTIVE ACQUIRES BUSINESS OF EXHAUST SYSTEMS SUPPLIER TO HARLEY-DAVIDSON Company Expands Presence in the Specialty Vehicle Market Lake Forest, Illinois, February 2, 2005 - Tenneco Automotive (NYSE: TEN) announced today that it has acquired substantially all the assets of Gabilan Manufacturing, Inc., a privately held company that has developed and manufactured motorcycle exhaust systems exclusively for Harley-Davidson motorcycles since 1978. Gabilan, which generated $38 million in revenues in 2004, is the exclusive muffler manufacturer for all of Harley-Davidson's motorcycle families. Based in Salinas, California, the company also produces aftermarket muffler kits solely for Harley-Davidson. Tenneco Automotive has reached a long-term supply agreement with Harley-Davidson to continue these relationships. "We are very excited to add the Gabilan Manufacturing operations to the Tenneco Automotive team," said Mark P. Frissora, chairman and chief executive officer, Tenneco Automotive. "This acquisition is the first in our company's five-year history and represents another execution of our consistent strategy to grow through niche opportunities. We are looking forward to further aligning with Harley-Davidson, a -More- company that possesses one of the world's most recognized brands and an incredible success story punctuated by 19 consecutive years of compounded annual growth." Tenneco Automotive purchased Gabilan's assets for $10 million in cash and expects the acquisition to be accretive within the first year. The acquisition is effective immediately. As part of the acquisition agreement, Tenneco Automotive is acquiring nearly all the assets of Gabilan Manufacturing. The company is not acquiring the Gabilan name, Gabilan real estate at Salinas, California, its discontinued farm equipment or other businesses or certain liabilities associated with the exhaust business. Tenneco Automotive will lease the facility in Salinas and will assume the current leasing agreements at the other Gabilan facilities. The reputation of Gabilan's motorcycle exhaust business has been built on quality and customer service. The business has about 240 employees, the majority of which are located at Gabilan's headquarters and main manufacturing facility in Salinas. The company also operates three other facilities in Lincoln, NE, Milwaukee,WI and Emigsville, PA. "We are very pleased with this announcement," said Matt Levatich, vice president materials management, for Harley-Davidson. "The relationship we've had with Gabilan will be further enhanced by Tenneco Automotive with the addition of its broad engineering and manufacturing resources and advanced technology capabilities." -3- "We are confident there will be a seamless transition in terms of product quality, delivery and service, as our focus will be on achieving 100 percent total customer satisfaction for Harley-Davidson," Frissora said. ABOUT TENNECO AUTOMOTIVE Tenneco Automotive is a $4.2 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 18,800 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe(R) and Walker(R) global brand names. Among its products are Sensa-Trac(R) and Monroe(R) Reflex(TM) shocks and struts, Rancho(R) shock absorbers, Gillet (TM), Walker(R), Quiet-Flow(TM) mufflers and DynoMax(R) performance exhaust products, and Monroe(R) Clevite(TM) vibration control components. Any other product names, trademarks and registered trademarks are the properties of their respective owners. ABOUT GABILAN MANUFACTURING Gabilan Manufacturing, Inc. develops and manufactures original equipment motorcycle exhaust systems, primarily mufflers, exclusively for Harley-Davidson, Inc., the world's leading heavy weight motorcycle company. The Salinas, California company also produces motorcycle aftermarket muffler kits exclusively for Harley-Davidson. This press release contains forward-looking statements. Words such as "will", "expects" and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the company (including its subsidiaries). Because these forward-looking statements involve risks and uncertainties, the company's plans, actions and actual results could differ materially. Among the factors that could cause these plans, actions and results to differ materially from current expectations are: (i) the general political, economic and competitive conditions in markets and countries where the company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) changes in automotive manufacturers' production rates and their actual and forecasted requirements for the company's products, including the company's resultant inability to realize the sales represented by its awarded book of business; (iii) changes in consumer demand and prices, including decreases in demand for automobiles which include the company's products, and the potential negative impact on the company's revenues and margins from such products; (iv) the cost of compliance with changes in regulations, including environmental regulations; (v) workforce factors such as strikes or labor interruptions; (vi) material substitutions and increases in the costs of raw materials; (vii) the company's ability to develop and profitably commercialize new products and technologies, and the acceptance of such new products and technologies by the company's customers; and (xviii) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the company and its subsidiaries. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. ### -----END PRIVACY-ENHANCED MESSAGE-----