-----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, AVohR8ZQGsSf4iFLxY6z0QoHShvixbO9kr71hI3x7cO97DRdAyAVw3fXkk17k2uC 8s/cgwNgJKEeC9Nt0pjH/w== 0000950137-03-006270.txt : 20031210 0000950137-03-006270.hdr.sgml : 20031210 20031210092639 ACCESSION NUMBER: 0000950137-03-006270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031210 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: 031045920 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 c81483e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------- Date of Report (Date of earliest event reported): December 8, 2003 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other jurisdiction of (Commission (I.R.S. Employer of incorporation or organization) File Number) Incorporation 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 December 8, 2003, Tenneco Automotive Inc. announced that it has priced a private offering of $125 million of 10.25 percent Senior Secured Notes due July 15, 2013, which was contained in a press release, a copy of which is filed under Item 7 as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Press release issued December 8, 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: December 9, 2003 By: /s/ Kenneth R. Trammell ----------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EX-99.1 3 c81483exv99w1.txt PRESS RELEASE news release [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 $125 MILLION OF SENIOR SECURED NOTES Lake Forest, Illinois, December 8, 2003 - Tenneco Automotive (NYSE: TEN) announced today that it has priced a private offering of $125 million of 10.25% Senior Secured Notes due July 15, 2013. The notes will be sold to investors at a premium of 13 percent above the face value, resulting in expected net proceeds to the company from the transaction of approximately $136 million, plus accrued interest from June 19, 2003. The offering is one component of the company's proposed refinancing of its existing $964 million senior credit facility, which will be replaced by a new $800 million senior credit facility and the issuance of the notes. Tenneco Automotive is undertaking this refinancing transaction to ensure the company's access to a long-term source of liquidity, thereby improving its financial flexibility, and to extend nearly all of its debt maturities to 2009 and beyond. The notes will be senior secured obligations of Tenneco Automotive and will mature on July 15, 2013 with interest from June 19, 2003 payable semi-annually beginning on January 15, 2004. The notes will be guaranteed by each of -More- -2- Tenneco Automotive's material domestic wholly-owned subsidiaries who guarantee the senior credit facility. The notes and guarantees will be secured by a second priority lien, subject to certain exceptions, on substantially all the U.S. assets of Tenneco Automotive and of the subsidiary guarantors, respectively, that secure obligations under the senior credit facility. The closing of the senior credit facility and the proposed notes issuance are each conditioned on the closing of the other. Although there can be no assurance, the company currently expects to complete these transactions by mid-December. 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. 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-----