-----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, O7PF0oct7N+yr3MjcV2SxzdMYRYPDTRdHpeZTBzdDJsnzoi0aHAASV3Kb5NHQun1 DpleF8rOIj3UhSJjZRINPA== 0000950137-02-004504.txt : 20020814 0000950137-02-004504.hdr.sgml : 20020814 20020814175101 ACCESSION NUMBER: 0000950137-02-004504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: FILED AS OF DATE: 20020814 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: 02737429 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 c71297e8vk.txt CURRENT REPORT 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): AUGUST 14, 2002 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12387 76-0515284 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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 ITEM 9. REGULATION FD DISCLOSURE. The information in this Current Report on Form 8-K, including the exhibits listed below, is being furnished, not filed, pursuant to Regulation FD. The information in this report and in such exhibits shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this report and in such exhibits shall not be deemed to be incorporated by reference into the Tenneco Automotive Inc. ("Tenneco Automotive") filings under the Securities Act of 1933, as amended. On August 14, 2002, the Chief Executive Officer and the Chief Financial Officer of Tenneco Automotive each (1) furnished, accompanying Tenneco Automotive's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, a personal certification regarding the Form 10-Q pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and (2) furnished to the Securities and Exchange Commission a sworn personal statement as mandated by order of the Commission dated June 27, 2002 (File No. 4-460). Copies of the certifications and sworn statements are furnished as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K. Exhibit 99.1 Certification of Chief Executive Officer of Tenneco Automotive, dated August 14, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.2 Certification of Chief Financial Officer of Tenneco Automotive, dated August 14, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.3 Sworn Statement of Chief Executive Officer of Tenneco Automotive, dated August 14, 2002, pursuant to Securities and Exchange Commission Order Dated June 27, 2002. Exhibit 99.4 Sworn Statement of Chief Financial Officer of Tenneco Automotive, dated August 14, 2002, pursuant to Securities and Exchange Commission Order Dated June 27, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TENNECO AUTOMOTIVE INC. Date: August 14, 2002 By: /s/ Mark A. McCollum --------------------------- Mark A. McCollum Senior Vice President and Chief Financial Officer -2- EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- Exhibit 99.1 Certification of Chief Executive Officer of Tenneco Automotive, dated August 14, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.2 Certification of Chief Financial Officer of Tenneco Automotive, dated August 14, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.3 Sworn Statement of Chief Executive Officer of Tenneco Automotive, dated August 14, 2002, pursuant to Securities and Exchange Commission Order Dated June 27, 2002. Exhibit 99.4 Sworn Statement of Chief Financial Officer of Tenneco Automotive, dated August 14, 2002, pursuant to Securities and Exchange Commission Order Dated June 27, 2002. -3- EX-99.1 3 c71297exv99w1.txt CERTIFICATION OF CEO EXHIBIT 99.1 TENNECO AUTOMOTIVE INC. STATEMENT OF CHIEF EXECUTIVE OFFICER PURSUANT TO SARBANES-OXLEY ACT OF 2002 I, Mark P. Frissora, being the Chairman and Chief Executive Officer of Tenneco Automotive Inc., a Delaware corp (the "Company"), certify that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mark P. Frissora - ------------------------- Mark P. Frissora Dated: August 14, 2002 EX-99.2 4 c71297exv99w2.txt CERTIFICATION OF CFO EXHIBIT 99.2 TENNECO AUTOMOTIVE INC. STATEMENT OF CHIEF FINANCIAL OFFICER PURSUANT TO SARBANES-OXLEY ACT OF 2002 I, Mark A. McCollum, being the Chief Financial Officer of Tenneco Automotive Inc., a Delaware corporation (the "Company"), certify that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mark A. McCollum - ----------------------- Mark A. McCollum Dated: August 14, 2002 EX-99.3 5 c71297exv99w3.txt SWORN STATEMENT OF CEO EXHIBIT 99.3 TENNECO AUTOMOTIVE INC. STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Mark P. Frissora, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Tenneco Automotive Inc., a Delaware corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission ("Commission"), of Tenneco Automotive Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Tenneco Automotive Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Mark P. Frissora --------------------- Mark P. Frissora Dated: August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. /s/ Victoria L. King -------------------- Notary Public My Commission Expires: 7-26-03 (SEAL) EX-99.4 6 c71297exv99w4.txt SWORN STATEMENT OF CFO EXHIBIT 99.4 TENNECO AUTOMOTIVE INC. STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Mark A. McCollum, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Tenneco Automotive Inc., a Delaware corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission ("Commission"), of Tenneco Automotive Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Tenneco Automotive Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Mark A. McCollum - --------------------------- Mark A. McCollum Dated: August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. /s/ Victoria L. King - -------------------------- Notary Public My Commission Expires: 7-26-03 (SEAL) -----END PRIVACY-ENHANCED MESSAGE-----