-----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, C7zwbUhRww2NiqsRlBXQHQZFQZ6u5cavBMfL1xd2h6C1KJj0BCZicE94e76qYjC+ 7KmUD9qo/vVYv1KU97B0dQ== 0000950137-00-001339.txt : 20000329 0000950137-00-001339.hdr.sgml : 20000329 ACCESSION NUMBER: 0000950137-00-001339 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000328 EFFECTIVENESS DATE: 20000328 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: S-8 SEC ACT: SEC FILE NUMBER: 333-33442 FILM NUMBER: 581547 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 S-8 1 REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- TENNECO AUTOMOTIVE INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0515284 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 NORTH FIELD DRIVE LAKE FOREST, ILLINOIS 60045 (Address of Principal Executive Offices) (Zip Code)
---------------------------- TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR SALARIED EMPLOYEES (Full Title of the Plans) TIMOTHY R. DONOVAN SENIOR VICE PRESIDENT AND GENERAL COUNSEL TENNECO AUTOMOTIVE INC. 500 NORTH FIELD DRIVE LAKE FOREST, ILLINOIS 60045 (Name and address of agent for service) TELEPHONE: (847) 482-5000 (Telephone number, including area code, of agent for service) ---------------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1) - ------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share (including associated preferred share purchase rights)............ 1,880,000 shares(2) $8.13 $15,281,400 $4,036 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), based on the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on March 24, 2000. (2) Of the shares registered hereunder, 921,200 shares may be offered or sold from time to time pursuant to the Tenneco Automotive Stock Ownership Plan for Hourly Employees (the "Hourly Plan") and 958,800 shares may be offered or sold from time to time pursuant to the Tenneco Automotive Stock Ownership Plan for Salaried Employees (the "Salaried Plan"). ---------------------------- In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to the respective participants in the plans listed on the cover page of this Registration Statement pursuant to Rule 428(b)(1) under the Securities Act. As used herein, the terms "Registrant" or "Company" refer to Tenneco Automotive Inc. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-12387); and (b) The description of the Company's common stock (the "Common Stock") included in the Company's Registration Statement on Form 10 (File No. 1-12387), originally filed with the Commission on October 30, 1996, and the description of the preferred share purchase rights included in the Company's Registration Statement on Form 8-A, originally filed on September 17, 1998 (File No. 1-12387), in each case including all amendments thereto and all reports filed for the purpose of updating the description included therein. In addition to the foregoing, all documents subsequently filed by the Company, the Hourly Plan or the Salaried Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been issued or which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a subsequent statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters regarding the Common Stock offered hereby will be passed upon for the Company by Jenner & Block. Mr. Theodore R. Tetzlaff is a partner of Jenner & Block and served as General Counsel of the Company until November 4, 1999. At December 31, 1999, Mr. Tetzlaff beneficially owned 13,847 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Elimination of Liability of Directors The Restated Certificate of Incorporation of the Company, as amended (the "Certificate"), provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for 1 3 breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware ("DGCL") as the same exists or may hereafter be amended. Further, the Certificate provides that any amendment, modification or repeal of the provision referred to in the preceding sentence shall not adversely affect any right or protection of a director of the Company thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. This provision does not eliminate a director's fiduciary duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, the provision shall not limit or eliminate the liability of a director for: (i) breach of the director's duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) any transaction from which the director derived an improper personal benefit; and (iv) payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws. Reference is made to Section 102(b)(7) of the DGCL. The Company has in force an insurance policy which purports to insure the officers and directors of the Company against certain liabilities incurred by them in the discharge of their functions as officers and directors, within the limits and subject to the limitations of the policy. Indemnification of Directors and Officers The by-laws of the Company provide that the Company will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may thereafter be amended, any person (an "Indemnittee") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, (a "proceeding"), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses, including attorneys' fees, reasonably incurred by such Indemnittee. The by-laws also provide that, notwithstanding the foregoing, but except as described in the second following paragraph, the Company will be required to indemnify an Indemnittee in connection with a proceeding or part thereof commenced by such Indemnittee only if the commencement of the proceeding or part thereof by the Indemnittee was authorized by the Board. The by-laws further provide that the Company will pay the expenses, including attorneys' fees, incurred by an Indemnittee in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, the payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking by such Indemnittee to repay all amounts advanced if it should be ultimately determined that the Indemnittee is not entitled to be indemnified under the relevant section of the by-laws or otherwise. Pursuant to the by-laws, if a claim for indemnification or payment of expenses thereunder is not paid in full within 30 days after a written claim therefor by the Indemnittee has been received by the Company, the Indemnittee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting such claim. The by-laws provide that, in any such action, the Company will have the burden of proving that the Indemnittee is not entitled to the requested indemnification or payment of expenses under applicable law. The by-laws also provide: - that the rights conferred on any Indemnittee shall not be exclusive of any other rights which such Indemnittee may have or thereafter acquire under any statute, provision of the Certificate, the by-laws, agreement, vote of shareowners or disinterested directors or otherwise; 2 4 - that the Company's obligation, if any, to indemnify or to advance expenses to any Indemnittee who was or is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such Indemnittee may collect as indemnification or advancement of expenses from such other company, partnership, joint venture, trust, enterprise or nonprofit enterprise; and - that any repeal or modification of the relevant provisions of the by-laws will not adversely affect any right or protection thereunder of any Indemnittee in respect of any act or omission occurring prior to the time of such repeal or modification. The by-laws also expressly state that the provisions thereof will not limit the Company's right, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnittees when and as authorized by appropriate corporate action. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement or incorporated herein by reference (exhibits designated by an asterisk are filed with this Registration Statement; all other exhibits are incorporated by reference): 4.1(a) -- Restated Certificate of Incorporation of the Company, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(b) -- Certificate of Amendment, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997 (incorporated herein by reference from Exhibit 3.1(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(d) -- Certificate of Designation of Series B Junior Participating Preferred Stock, dated September 9, 1998 (incorporated herein by reference from Exhibit 3.1(d) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(e) -- Certificate of Elimination of the Series A Participating Junior Preferred Stock of the Company, dated September 11, 1998 (incorporated herein by reference from Exhibit 3.1(e) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(f) -- Certificate of Amendment to Restated Certificate of Incorporation of the Company dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(f) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.1(g) -- Certificate of Amendment to Restated Certificate of Incorporation of the Company dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(g) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.1(h) -- Certificate of Ownership and Merger merging Tenneco Automotive Merger Sub Inc. with and into the Company, dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(h) of the Company's Quarterly Report for the quarter ended September 30, 1999, File No. 1-12387).
3 5 4.2 -- By-Laws of the Company, as amended March 14, 2000 (incorporated herein by reference from Exhibit 3.2(a) of the Company's Annual Report on Form 10-K, File No. 1-12387). 4.3 -- Specimen stock certificate for Tenneco Automotive Inc. Common Stock (incorporated herein by reference from Exhibit 4.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.4 -- Eleventh Supplemental Indenture, dated October 21, 1999, to Indenture dated November 1, 1996 between The Chase Manhattan Bank, as Trustee, and the Company (incorporated herein by reference from Exhibit 4.2(l) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.5(a) -- Indenture dated October 14, 1999 by and between the Company and The Bank of New York, as trustee (incorporated herein by reference from Exhibit 4.4(a) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.5(b) -- Supplemental Indenture dated November 4, 1999 among Tenneco Automotive Operating Subsidiary Inc. (formerly Tenneco Automotive Inc.), Tenneco International Holding Corp., Tenneco Global Holdings Inc., the Pullman Company and Clevite Industries Inc. in favor of The Bank of New York, as trustee (incorporated herein by reference from Exhibit 4.4(b) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.5(c) -- Subsidiary Guarantee dated as of October 14, 1999 from Tenneco Automotive Operating Subsidiary Inc. (formerly Tenneco Automotive Inc.), Tenneco International Holding Corp., Tenneco Global Holdings Inc., the Pullman Company, Clevite Industries Inc. and TMC Texas Inc. in favor of The Bank of New York as trustee (incorporated herein by reference to Exhibit 4.4(c) of the Company's Registration Statement on Form S-4, File No. 333-93757). 4.6 -- Credit Agreement, dated as of September 30, 1999, among the Company, the Lenders named therein, Commerzbank and Bank of America, N.A., Citicorp USA, Inc. and The Chase Manhattan Bank (incorporated herein by reference from Exhibit 4.5(a) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.7(a) -- Rights Agreement dated as of September 8, 1998, by and between the registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K dated September 24, 1998, File No. 1-12387). 4.7(b) -- Amendment No. 1 to Rights Agreement, dated March 14, 2000, by and between the registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference from Exhibit 4.1(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-12387). *5 -- Opinion of Jenner & Block as to the legality of the Common Stock being registered. 15 -- None. *23.1 -- Consent of Jenner & Block (included in Exhibit 5). *23.2 -- Consent of Arthur Andersen LLP. *24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead, Sir David Plastow, Roger B. Porter, David B. Price, Jr. and Paul T. Stecko. 99 -- None.
The Company will submit or has submitted the Hourly Plan and the Salaried Plan, and hereby undertakes to submit any amendments thereto, to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify said Hourly Plan and Salaried Plan. 4 6 ITEM 9. UNDERTAKINGS. A. SUBSEQUENT DISCLOSURE. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales of the securities registered hereby are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company, pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. INCORPORATION BY REFERENCE. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. COMMISSION POSITION ON INDEMNIFICATION. The Company hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 7 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of Illinois, on the 28th day of March, 2000. TENNECO AUTOMOTIVE INC. By /s/ MARK P. FRISSORA ------------------------------------ Mark P. Frissora President, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ MARK P. FRISSORA Principal Executive Officer March 28, 2000 - ----------------------------------------------------- and Director Mark P. Frissora /s/ MARK A. MCCOLLUM Principal Financial Officer March 28, 2000 - ----------------------------------------------------- Mark A. McCollum /s/ KENNETH R. TRAMMELL Principal Accounting Officer March 28, 2000 - ----------------------------------------------------- Kenneth R. Trammell Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead, Sir Directors March 28, 2000 David Plastow, Roger B. Porter, David B. Price, Jr. and Paul T. Stecko* *By /s/ TIMOTHY R. DONOVAN March 28, 2000 -------------------------------------------------- Timothy R. Donovan Attorney-in-fact
6 8 SIGNATURES The Plans. Pursuant to the requirements of the Securities Act of 1933, the Committee appointed under each of the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of Illinois, on this 28th day of March, 2000. TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR SALARIED EMPLOYEES By /s/ RICHARD P. SCHNEIDER ------------------------------------ Richard P. Schneider Chairman of Tenneco Automotive Inc. Benefits Committee 7 9 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1(a) -- Restated Certificate of Incorporation of the Company, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(b) -- Certificate of Amendment, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997 (incorporated herein by reference from Exhibit 3.1(d) of the Company's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(d) -- Certificate of Designation of Series B Junior Participating Preferred Stock, dated September 9, 1998 (incorporated herein by reference from Exhibit 3.1(d) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(e) -- Certificate of Elimination of the Series A Participating Junior Preferred Stock of the Company, dated September 11, 1998 (incorporated herein by reference from Exhibit 3.1(e) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(f) -- Certificate of Amendment to Restated Certificate of Incorporation of the Company dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(f) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.1(g) -- Certificate of Amendment to Restated Certificate of Incorporation of the Company dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(g) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.1(h) -- Certificate of Ownership and Merger merging Tenneco Automotive Merger Sub Inc. with and into the Company, dated November 5, 1999 (incorporated herein by reference from Exhibit 3.1(h) of the Company's Quarterly Report for the quarter ended September 30, 1999, File No. 1-12387). 4.2 -- By-Laws of the Company, as amended March 14, 2000 (incorporated herein by reference from Exhibit 3.2(a) of the Company's Annual Report on Form 10-K, File No. 1-12387). 4.3 -- Specimen stock certificate for Tenneco Automotive Inc. Common Stock (incorporated herein by reference from Exhibit 4.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.4 -- Eleventh Supplemental Indenture, dated October 21, 1999, to Indenture dated November 1, 1996 between The Chase Manhattan Bank, as Trustee, and the Company (incorporated herein by reference from Exhibit 4.2(l) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.5(a) -- Indenture dated October 14, 1999 by and between the Company and The Bank of New York, as trustee (incorporated herein by reference from Exhibit 4.4(a) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387).
10
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.5(b) -- Supplemental Indenture dated November 4, 1999 among Tenneco Automotive Operating Subsidiary Inc. (formerly Tenneco Automotive Inc.), Tenneco International Holding Corp., Tenneco Global Holdings Inc., the Pullman Company and Clevite Industries Inc. in favor of The Bank of New York, as trustee (incorporated herein by reference from Exhibit 4.4(b) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.5(c) -- Subsidiary Guarantee dated as of October 14, 1999 from Tenneco Automotive Operating Subsidiary Inc. (formerly Tenneco Automotive Inc.), Tenneco International Holding Corp., Tenneco Global Holdings Inc., the Pullman Company, Clevite Industries Inc. and TMC Texas Inc. in favor of The Bank of New York as trustee (incorporated herein by reference to Exhibit 4.4(c) of the Company's Registration Statement on Form S-4, File No. 333-93757). 4.6 -- Credit Agreement, dated as of September 30, 1999, among the Company, the Lenders named therein, Commerzbank and Bank of America, N.A., Citicorp USA, Inc. and The Chase Manhattan Bank (incorporated herein by reference from Exhibit 4.5(a) of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, File No. 1-12387). 4.7(a) -- Rights Agreement dated as of September 8, 1998, by and between the registrant and First Chicago Trust Company of New York, as Rights Agent (Incorporated herein by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K dated September 24, 1998, File No. 1-12387). 4.7(b) -- Amendment No. 1 to Rights Agreement, dated March 14, 2000, by and between the registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference from Exhibit 4.1(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-12387). *5 -- Opinion of Jenner & Block as to the legality of the Common Stock being registered. 15 -- None. *23.1 -- Consent of Jenner & Block (included in Exhibit 5). *23.2 -- Consent of Arthur Andersen LLP. *24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead, Sir David Plastow, Roger B. Porter, David B. Price, Jr. and Paul T. Stecko. 99 -- None.
EX-5 2 OPINION OF JENNER & BLOCK 1 EXHIBIT 5 March 28, 2000 Tenneco Automotive Inc. 500 North Field Drive Lake Forest, IL 60045 Re: Tenneco Automotive Stock Ownership Plan for Hourly Employees and Tenneco Automotive Stock Ownership Plan for Salaried Employees Ladies and Gentlemen: We acted as counsel to Tenneco Automotive Inc. (the "Company") in connection with the filing of the Registration Statement on Form S-8 (the "Registration Statement") being filed under the Securities Act of 1933, as amended (the "Act"), on or about the date of this letter to register 1,880,000 shares of common stock, par value $.01 per share, including the associated preferred stock purchase rights (the "Shares") of the Company which may from time to time be offered or sold by the Company in connection with the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees (collectively, the "Plans"). In arriving at this opinion, we have examined the Registration Statement and the exhibits thereto. We have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and certificates and instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. In all such examinations we have assumed the genuineness of all signatures, the authority to sign, and the authenticity of all documents submitted to us as originals. We have also assumed the conformity of originals of all documents submitted to us as copies. Based upon and subject to the foregoing, we are of the opinion that the Shares that will be issued under the Plans have been duly authorized and, when issued pursuant to and in accordance with the Plans, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement and to any and all references to our firm in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ JENNER & BLOCK EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENTS OF INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO AUTOMOTIVE INC. As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 24, 2000, included in Tenneco Automotive Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. ARTHUR ANDERSEN LLP Chicago, Illinois March 28, 2000 EX-24.1 4 POWERS OF ATTORNEY 1 EXHIBIT 24.1 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd day of February, 2000. /s/ MARK ANDREWS -------------------------------------- Mark Andrews 2 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd day of February, 2000. /s/ M. KATHRYN EICKHOFF -------------------------------------- M. Kathryn Eickhoff 3 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 9th day of February, 2000. /s/ DANA G. MEAD -------------------------------------- Dana G. Mead 4 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th day of February, 2000. /s/ DAVID PLASTOW -------------------------------------- Sir David Plastow 5 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 17th day of February, 2000. /s/ ROGER B. PORTER -------------------------------------- Roger B. Porter 6 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd day of February, 2000. /s/ DAVID B. PRICE, JR. -------------------------------------- David B. Price, Jr. 7 TENNECO AUTOMOTIVE INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Automotive Inc., does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R. Trammell, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, Registration Statements on Form S-8 for the registration of shares of Tenneco Automotive Inc. common stock and interests under, if applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2) the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments and post-effective amendments to said Registration Statements, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th day of February, 2000. /s/ PAUL T. STECKO -------------------------------------- Paul T. Stecko -----END PRIVACY-ENHANCED MESSAGE-----