-----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, IyEcnL7HPRJ9DfpEqRSN/xHtcicOO+d9MhU/1TEv3QPyAPOgIKuYlFzTOiOioNC0 nQbyKKigMiQE2W19dPQUfg== 0000950137-00-001155.txt : 20000323 0000950137-00-001155.hdr.sgml : 20000323 ACCESSION NUMBER: 0000950137-00-001155 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000322 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-A12B/A SEC ACT: SEC FILE NUMBER: 001-12387 FILM NUMBER: 575574 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-A12B/A 1 FORM 8-A/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A/A Post-Effective Amendment No.2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 76-0515284 (State of Incorporation (IRS Employer or Organization) Identification Number) 500 North Field Drive Lake Forest, Illinois 60045 (Address of Principal (Zip Code) Executive Offices) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box [X] If this form relates tot he registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box [ ] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE REGISTERED EACH CLASS IS TO BE REGISTERED ---------------- ------------------------------ RIGHTS TO PURCHASE SERIES B JUNIOR THE NEW YORK STOCK EXCHANGE, INC. PARTICIPATING PREFERRED STOCK THE CHICAGO STOCK EXCHANGE THE LONDON STOCK EXCHANGE THE PACIFIC EXCHANGE, INC. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE. ================================================================================ 2 Tenneco Automotive Inc., a Delaware corporation formerly known as Tenneco Inc. (the "Registrant" or "Tenneco"), hereby amends Items 1 and 2 of its Registration Statement on Form 8-A filed on September 17, 1998, as amended. The complete text of each item, as amended, is set forth below. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED On September 9, 1998, the Board of Directors of the Registrant declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Registrant (the "Common Stock"). The dividend was payable on September 21, 1998 (the "Record Date") to the stockholders of record on that date. The description and terms of the Rights are set forth in a Rights Agreement dated as of September 9, 1998, as amended March 14, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Registrant and First Chicago Trust Company of New York, as Rights Agent. The Rights will expire on September 9, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Registrant, in either case as described below. Effective as of 7:58 a.m., eastern standard time, on November 5, 1999, the Registrant effected a 1-for-5 reverse stock split, whereby each five issued shares of Common Stock as of 7:58 a.m., eastern standard time, on November 5, 1999 were reclassified into one share of Common Stock, with fractional shares settled in cash. Section 11(n) of the Rights Agreement provides that in the event of any subdivision of shares of Common Stock into a greater or lesser number of shares, then, in each such case, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. Accordingly, the Registrant adjusted the number of Rights associated with each share of Common Stock from one Right to five Rights in connection with the reverse stock split. As amended, each Right entitles the registered holder to purchase from the Registrant one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $.01 per share, of the Registrant (the "Preferred Stock") at a price of $8.80 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. This reflects an aggregate Purchase Price of $44.00 for the five Rights associated with each share of Common Stock. In connection with the adoption of the Rights Agreement, the Board of Directors also adopted a "TIDE" (Three-year Independent Director Evaluation) mechanism. Under the TIDE mechanism, an independent Board committee will review, on an ongoing basis, the Rights Agreement and developments in rights plans generally, and, if it deems appropriate, recommend modification or termination of the Rights Agreement. This independent committee will report to Tenneco's Board at least every three years as to whether the Rights Agreement continues to be in the best interests of Tenneco's stockholders. The Rights are not exercisable until the "Distribution Date." Under the Rights Agreement, a "Distribution Date" occurs upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of Common Stock. Except in certain situations, a person or group of affiliated or associated persons becomes an "Acquiring Person" upon acquiring beneficial ownership of 15% or more of the outstanding shares of Common Stock. Until the Distribution Date, the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred 3 Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $25.00 per share but will be entitled to an aggregate dividend of 200 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Registrant, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $500.00 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 200 times the payment made per share of Common Stock. Each share of Preferred Stock will have 200 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 200 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Registrant is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Registrant has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Registrant may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Registrant's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one-fifth of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Registrant, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Registrant may redeem the Rights in whole, but not in part, at a price of $.002 per Right (the "Redemption Price") payable, at the option of the Registrant, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Registrant shall determine. The redemption of the Rights may be made 4 effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Registrant may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Registrant may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a shareowner of the Registrant, including, without limitation, the right to vote or to receive dividends. As of January 31, 2000, three were 33,674,559 shares of Common Stock outstanding, with each share carrying five Rights. Until the Distribution Date, the Registrant will issue five Rights with each share of Common Stock that shall become outstanding so that all such shares will have attached rights. Two million shares of Preferred Stock have been reserved for issuance upon exercise of the Rights. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire the Registrant, other than pursuant to a Qualified Offer, without the approval of the Registrant's Board of Directors. The Rights should not interfere with any merger or other business combination approved by the Board of Directors of the Registrant since the Board of Directors may, at its option, at any time until an Acquiring Person becomes such, redeem all, but not less than all, of the then outstanding Rights at the applicable redemption price. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement (which includes as Exhibit B the Form of Rights Certificate), as the same may be amended from time to time, a copy of which is incorporated herein by reference to Exhibit 4.1 and 4.3 to this registration statement. Copies of the Rights Agreement will be available free of charge from the Registrant. ITEM 2. EXHIBITS The following documents are filed as exhibits to this registration statement. *4.1 Rights Agreement, dated as of September 9, 1998, between the Registrant and First Chicago Trust Company of New York, as Rights Agent, which includes as Exhibit B thereto the Form of Right Certificate. *4.2 Certificate of Adjustment dated December, 1999. 4.3 Amendment No. 1 to Rights Agreement, dated as of March 14, 2000, between the Registrant and First Chicago Trust Company of New York, as Rights Agent. * Previously filed. 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. March 22, 2000 TENNECO AUTOMOTIVE INC. By: /s/ Timothy R. Donovan --------------------------------- Timothy R. Donovan Senior Vice President and General Counsel EX-4.3 2 AMENDMENT #1 TO RIGHTS AGREEMENT 1 EXHIBIT 4.3 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of March 14, 2000, is between Tenneco Automotive Inc. (formerly known as Tenneco Inc.), a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of September 9, 1998 (the "Rights Agreement"); and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Amendment of the Title of the Rights Agreement. (a) The title set forth on the cover page of the Rights Agreement is amended in its entirety as follows: ------------------------------------- TENNECO AUTOMOTIVE INC. (formerly known as TENNECO INC.) and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent ------------------------------------- RIGHTS AGREEMENT Dated as of September 9, 1998, as amended on March 14, 2000 (b) The first paragraph on page 1 of the Rights Agreement is amended to read in its entirety as follows: RIGHTS AGREEMENT Rights Agreement, dated as of September 9, 1998, as amended on March 14, 2000 ("Agreement"), between Tenneco Automotive Inc., a Delaware corporation, formerly known as Tenneco Inc. (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). 2 2. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is amended to read in its entirety as follows: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include an Exempt Person (as such term is hereinafter defined); provided, however, that (i) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" became the Beneficial Owner of a number of shares of Common Stock such that the Person would otherwise qualify as an "Acquiring Person" inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an "Acquiring Person" or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement unless and until such Person shall have failed to divest itself, as soon as practicable (as determined, in good faith, by the Board of Directors of the Company), of Beneficial Ownership of a sufficient number of shares of Common Stock so that such Person would no longer otherwise qualify as an "Acquiring Person"; (ii) if, as of the date hereof or prior to the first public announcement of the adoption of this Agreement, any Person is or becomes the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, such Person shall not be deemed to be or to become an "Acquiring Person" unless and until such time as such Person shall, after the first public announcement of the adoption of this Agreement, become the Beneficial Owner of additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding; (iii) no Person shall become an "Acquiring Person" as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares of Common Stock 2 3 beneficially owned by such Person to 15% or more of the shares of Common Stock then outstanding, provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of such share acquisitions by the Company and shall thereafter become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial Owner of such additional shares of Common Stock such Person does not beneficially own 15% or more of the shares of Common Stock then outstanding; and (iv) if, as of the date of the adoption of Amendment No. 1 to this Agreement or prior to the first public announcement thereof, any Person is or becomes the Beneficial Owner of 15% or more, but in all events less than 20%, of the shares of Common Stock outstanding, such Person shall not be deemed to be or to become an "Acquiring Person" unless and until such time as such Person shall, after the first public announcement of the adoption of Amendment No. 1 to this Agreement, become the Beneficial Owner of additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof. 3. Amendment of Section 1(t). Section 1(t) of the Rights Agreement is amended to read in its entirety as follows: (t) Intentionally omitted. 3 4 4. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is amended to read in its entirety as follows: (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 5. Amendment of Section 3(c). The legend set forth in Section 3(c) of the Rights Agreement is amended to read in its entirety as follows: 4 5 This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Tenneco Automotive Inc., formerly known as Tenneco Inc. (the "Company"), and First Chicago Trust Company of New York, as Rights Agent, dated as of September 9, 1998 and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. 6. Amendment of Section 7(b). Section 7(b) of the Rights Agreement is amended to read in its entirety as follows: (b) The Purchase Price shall be initially $8.80 for each one one-thousandth of a share of Preferred Stock purchasable upon the exercise of a Right. The Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other securities or property to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) of this Section 7. 7. Amendment of Section 13(f). Section 13(f) of the Rights Agreement is amended to read in its entirety as follows: (f) Intentionally omitted. 8. Amendment of Section 26. The notice provision in respect of the Company set forth in Section 26 of the Rights Agreement is amended to read in its entirety as follows: Tenneco Automotive Inc. 500 North Field Drive Lake Forest, IL 60045 Attention: General Counsel 5 6 9. Amendment of Section 30(a). Section 30(a) of the Rights Agreement is amended to read in its entirety as follows: (a) The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination whether: to exchange the outstanding Rights for Common Stock pursuant to Section 24; to redeem or not redeem the Rights; or to amend or not to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. 10. Amendment of Section 30(b). Section 30(b) of the Rights Agreement is amended to read in its entirety as follows: 6 7 (b) Nothing contained in this Agreement shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any tender offer or other acquisition proposal, or to recommend that holders of Common Stock reject any tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any tender offer or other acquisition proposal that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty. 7 8 11. Amendment of Form of Rights Certificate. (a) The first paragraph of the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: RIGHTS CERTIFICATE TENNECO AUTOMOTIVE INC. This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 9, 1998, as the same may be amended from time to time (the "Rights Agreement"), between Tenneco Automotive Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on September 9, 2008 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series B Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company at a purchase price of $8.80 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of March 14, 2000, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. 8 9 (b) The signature block of the Company set forth on the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: TENNECO AUTOMOTIVE INC. By:_______________________________________ Chairman, President and Chief Executive Officer (c) The addressee on the Form of Election to Purchase set forth as an attachment to the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: To TENNECO AUTOMOTIVE INC.: 12. Effectiveness. This Amendment shall be deemed effective as of March 14, 2000. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 13. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 9 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above. TENNECO AUTOMOTIVE INC. By: /s/ Timothy R. Donovan --------------------------------- Name: Timothy R. Donovan Title: Senior Vice President and General Counsel FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Charles Keryc --------------------------------- Name: Charles Keryc Title: Managing Director 10 -----END PRIVACY-ENHANCED MESSAGE-----