-----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, OAtbsqDqIEflr0fuFx15vaaPpb+HRXMDVCpfQXPwQuWohcbanzan3JTo/3wiko3W XGLuz7M+f0tUnX9L8KQFgA== 0000950137-03-003300.txt : 20030611 0000950137-03-003300.hdr.sgml : 20030611 20030611140517 ACCESSION NUMBER: 0000950137-03-003300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030611 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: 03740466 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 c77697e8vk.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): JUNE 11, 2003 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On June 11, 2003, Tenneco Automotive Inc. announced the pricing of a private offering of $350,000,000 of Senior Secured Notes which was contained in a press release, a copy of which is filed under Item 7 as Exhibit 99.1 and incorporated herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description 99.1 Press release dated June 11, 2003. 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: June 11, 2003 By: /s/ MARK A. McCOLLUM ------------------------------- Mark A. McCollum Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description Number 99.1 Press Release dated June 11, 2003. EX-99.1 3 c77697exv99w1.txt PRESS RELEASE [NEWS RELEASE LOGO] [TENNECO AUTOMOTIVE LOGO] For Immediate Release 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 PRICES $350,000,000 OF SENIOR SECURED NOTES Lake Forest, Illinois, June 11, 2003 - Tenneco Automotive Inc. (NYSE: TEN) today said it had priced a private offering of $350,000,000 of 10.25 % Senior Secured Notes due July 15, 2013. The lenders under the Company's existing senior credit facility have agreed to allow the Company to use the net proceeds of the transaction to the Company, expected to be about $338 million, (i) first, to repay approximately $199 million outstanding under the term loan A portion of the facility, in direct order of maturity of the upcoming amortization payments, (ii) second, to repay approximately $52 million outstanding under the term loan B and term loan C portion of the facility, pro rata in direct order of maturity of the upcoming amortization payments, and (iii) third, to repay outstanding borrowings under the revolving credit portion of the facility without reducing the commitments therefor. After giving effect to this use of proceeds, the Company expects the offering will increase its annual interest expense by approximately $19 million. The notes will be senior secured obligations of Tenneco Automotive and will mature July 15, 2013 with interest payable semi-annually beginning on January 15, 2004. The notes will be guaranteed by each of Tenneco Automotive's material domestic wholly-owned subsidiaries. The notes and guarantees will be secured by a second priority lien, subject to certain exceptions, on substantially all the assets of Tenneco Automotive and of the subsidiary guarantors, respectively, that secure obligations under Tenneco Automotive's senior credit facility. Tenneco Automotive is offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful. Closing of the offering is subject to market and other conditions. This news release contains forward-looking statements concerning Tenneco Automotive's offering. Tenneco Automotive's ability to complete the transaction will depend upon prevailing market conditions and other factors. The forward-looking statements are subject to these and other risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----