-----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, NAjJNWZcoAqTuP60AyxkiAKuEmbTyUOJwaDQWAzrb0kfNt7roF5QjtXMcubh6UDI EiI4+CCPcsc3EvaTqikSOA== 0000950137-04-004207.txt : 20040517 0000950137-04-004207.hdr.sgml : 20040517 20040517172425 ACCESSION NUMBER: 0000950137-04-004207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040513 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040517 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: 04813744 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 c85576e8vk.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): May 13, 2004 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation of incorporation or organization) 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. In connection with its Offer to Purchase and Consent Solicitation Statement dated April 30, 2004, on May 13, 2004, Tenneco Automotive Inc. announced that it had received the requisite consents from the holders of its $500,000,000 aggregate principal amount of 11-5/8% Senior Subordinated Notes due 2009 to adopt proposed amendments to the indenture governing the notes and that a supplemental indenture adopting the proposed amendments had been executed. On May 13, 2004, the Company also announced that on May 17, 2004 it will begin the road show for its public offering of approximately $150 million, or approximately 11.9 million shares, of its common stock. The announcements were contained in two press releases, copies of which are filed under Item 7 as Exhibit 99.1 and Exhibit 99.2 and incorporated herein. On May 12, 2004, the Company amended its senior credit facility with the consent of its senior lenders. A copy of the Amendment is filed under Item 7 as Exhibit 99.3 and incorporated herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description - ----------- ----------- 99.1 Press release issued May 13, 2004. 99.2 Press release issued May 13, 2004. 99.3 First Amendment, dated as of April 30, 2004, to the Amended and Restated Credit Agreement, among the registrant, the lenders party thereto, JPMorgan Chase Bank, as administrative agent, and the other agents named therein.
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: May 14, 2004 By: /s/ Kenneth R. Trammell -------------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EX-99.1 2 c85576exv99w1.txt PRESS RELEASE EXHIBIT 99.1 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 ANNOUNCES RECEIPT OF REQUISITE CONSENTS TO AMEND INDENTURE GOVERNING THE 11-5/8% SENIOR SUBORDINATED NOTES DUE 2009 Lake Forest, Illinois, May 13, 2004 - Tenneco Automotive (NYSE: TEN) announced today, pursuant to its previously announced tender offer and consent solicitation (the "Offer") for any and all of its $500,000,000 aggregate principal amount of 11-5/8% Senior Subordinated Notes due 2009, CUSIP Number 880349AA3 (the "Notes"), that it has received the requisite consents to adopt the proposed amendments to the indenture governing the Notes. Adoption of the proposed amendments required the consent of holders of at least a majority of the aggregate principal amount of the outstanding Notes under the indenture. The proposed amendments will eliminate substantially all of the restrictive covenants and certain events of default in the indenture and the Notes. The Company, the Guarantors and the Bank of New York, in its capacity as Trustee under the indenture, executed the supplemental indenture adopting the proposed amendments on May 13, 2004. The provisions of the supplemental indenture will not become operative until Tenneco Automotive accepts for payment Notes tendered pursuant to the Offer that represent at least a majority of the aggregate principal amount of Notes outstanding under the indenture, at which time the provisions of the supplemental indenture automatically become operative. Once the provisions become operative they will be binding upon the holders of the Notes, including holders who do not tender their Notes in the Offer. Tenneco Automotive has engaged Banc of America Securities LLC and J.P. Morgan Securities Inc. to act as co-dealer managers in connection with the tender offer and solicitation agents in connection with the consent solicitation. Questions regarding the tender offer or consent solicitation may be directed to Banc of America Securities LLC, High Yield Special Products, at 888-292-0070 (US toll-free) or 212-847-5834 or J.P. Morgan Securities, Inc., High Yield Capital Markets, at 212-270-9153. The terms of the Offer are described in Tenneco Automotive's Offer to Purchase and Consent Solicitation Statement, dated April 30, 2004, which may be obtained from Global Bondholder Services, at (866) 873-7700 (US toll-free) or (212) 430-3774. -More- -2- This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated April 30, 2004. COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS Tenneco Automotive is a $3.8 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,200 employees worldwide. Tenneco Automotive is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco Automotive markets its products principally under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control components. The disclosures herein include statements that are "forward looking" within the meaning of federal securities law concerning Tenneco Automotive's offer and consent solicitation. These forward-looking statements generally can be identified by phrases such as "will," "conditioned" or other words or phrases of similar import. The company's ability to complete the transactions is subject to market conditions and other risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. ### EX-99.2 3 c85576exv99w2.txt PRESS RELEASE EXHIBIT 99.2 news release [TENNECO 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 LAUNCHES STOCK OFFERING TO REDUCE LEVERAGE AND ANNUAL INTEREST EXPENSE Lake Forest, Illinois, May 13, 2004 - Tenneco Automotive (NYSE: TEN) announced today that on May 17, the company will begin the road show for its public offering of approximately $150 million, or roughly 11.9 million shares, of its common stock. As part of the offering, the company also intends to grant its underwriters an option to purchase additional shares to cover over allotment in an amount up to roughly $22.5 million, or approximately 1.8 million shares. The offering is designed to reduce the company's leverage and interest expense by allowing it to purchase and retire a portion of its outstanding $500 million of 11 5/8 percent senior subordinated notes, due in 2009. As previously announced, the company is also considering a concurrent private placement of approximately $420 million of new senior subordinated notes that would enable the company to further reduce its interest expense by fully refinancing the outstanding senior subordinated notes. Tenneco Automotive will proceed with this private placement if it determines that the pricing and other available terms are attractive in light of its intended use of the proceeds. Given recent bond market conditions, the company cannot be certain at this time whether it will go forward with the private placement. The company would incur pre-tax charges of approximately $14 million and $43 million in the second quarter related to the debt retirement in connection with the common stock offering and private placement, respectively. The charges would be recorded as an interest expense. The company estimates that the common stock offering would reduce its annualized interest expense by approximately $15 million and, if completed, the private placement would reduce its annualized interest expense by about $6 million. -More- ADDITIONAL INFORMATION J.P. Morgan Securities and Citigroup Global Markets Inc. are acting as joint book-running managers for the common stock offering. Copies of the common stock offering prospectus may be obtained from J.P. Morgan Securities, Distribution and Support Services, 1 Chase Manhattan Plaza, Floor 5B, New York, NY 10081 or Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 8th Floor, 140 58th Street, Brooklyn, NY 11220. A registration statement relating to the common stock to be offered by the company has been filed with the Securities and Exchange Commission, but is not yet effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state. If Tenneco Automotive goes forward with the private placement, the company intends to offer the new senior subordinated 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 will not be registered under the Securities Act and may not be offered or sold in the United State 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 such security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful. THE COMPANY Tenneco Automotive is a $3.8 billion manufacturing company with headquarters in Lake Forest, Illinois and approximately 19,200 employees worldwide. Tenneco Automotive is one of the world's largest designers, manufacturers and marketers of emission control and ride control products and systems for the automotive original equipment market and the aftermarket. Tenneco Automotive markets its products principally under the Monroe(R), Walker(R), Gillet(R) and Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer noise, vibration and harshness control components. SAFE HARBOR This release contains forward-looking statements concerning Tenneco Automotive's proposed offering and related transactions. The terms of, and Tenneco Automotive's ability to complete, such transactions 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. ### EX-99.3 4 c85576exv99w3.txt AMENDMENT #1 TO AMENDED & RSTD CREDIT AGREEMENT EXHIBIT 99.3 FIRST AMENDMENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of April 30, 2004 (this "First Amendment"), to the Amended and Restated Credit Agreement, dated as of December 12, 2003 (amending and restating the Credit Agreement dated as of September 30, 1999) (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TENNECO AUTOMOTIVE INC., a Delaware corporation (the "Borrower"), the several lenders from time to time parties thereto (the "Lenders"), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and the other financial institutions named therein as agents for the Lenders (in such capacity, collectively, the "Other Agents"). WITNESSETH: WHEREAS, the Borrower, the Lenders and the Administrative Agent and the Other Agents are parties to the Credit Agreement; WHEREAS, the Borrower has notified the Lenders of its intention to refinance its existing senior subordinated notes from time to time (as hereinafter further defined, the "Senior Subordinated Notes"); WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; WHEREAS, the Lenders, the Administrative Agent and the Other Agents are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Lenders, the Administrative Agent and the Other Agents hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to Credit Agreement. (a) Section 1.1 of the Credit Agreement is amended as follows: (i) by adding the following sentence at the end of the definition of "Second Lien Notes": Upon the issuance of any Permitted Refinancing Indebtedness in respect of any Notes, such Permitted Refinancing Indebtedness shall be deemed to be Second Lien Notes (in addition to any other Second Lien Notes that are then outstanding). and (ii) by adding the following sentence at the end of the definition of "Second Lien Note Indenture": 2 Upon the issuance of any Permitted Refinancing Indebtedness in respect of any Second Lien Notes, the indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued shall be deemed to be a Second Lien Note Indenture (in addition to any other indenture or similar agreement for Second Lien Notes then outstanding); provided, however, that (1) the provisions of Section 4.22 shall apply to such indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued only if such indenture or agreement (or any agreement ancillary thereto) is secured by any assets of the Borrower or its Subsidiaries, and (2) the provisions of Section 7.9(c) shall not apply to such indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued.; (iii) by adding the following sentence at the end of the definition of "Senior Subordinated Notes": Upon the issuance of any Permitted Refinancing Indebtedness in respect of any Senior Subordinated Notes, such Permitted Refinancing Indebtedness shall be deemed to be Senior Subordinated Notes (in addition to any other Senior Subordinated Notes that are then outstanding). and (iv) by adding the following sentence at the end of the definition of "Senior Subordinated Note Indenture": Upon the issuance of any Permitted Refinancing Indebtedness in respect of any Senior Subordinated Notes, the indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued shall be deemed to be a Senior Subordinated Note Indenture (in addition to any other indenture or similar agreement for Senior Subordinated Notes then outstanding); provided, however (1) the provisions of Section 7.9(c) shall apply to such indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued only if such indenture or agreement includes a provision regarding "Designated Senior Debt" similar to that included in the Indenture, dated as of October 14, 1999 between the Borrower and The Bank of New York, as trustee (the "1999 Indenture"), and (2) the provisions of Section 4.21 shall apply to such indenture or similar agreement pursuant to which such Permitted Refinancing Indebtedness is issued only if such indenture or agreement includes a provision regarding the designation of "Senior Debt" of the Borrower or "Guarantor Senior Debt" of any Subsidiary Guarantor, as applicable, similar to those included in the 1999 Indenture. (b) Section 7.9 of the Credit Agreement is amended by deleting the parenthetical immediately after the words "Senior Subordinated Indenture" and adding the following parenthetical: (other than any such amendment, modification, waiver or other change that (x) (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a consent fee or (y) is not adverse to the Lenders) 3 (c) Section 6.9(f) of the Credit Agreement is amended by inserting the words "Second Lien Note" immediately before the word "Indenture" therein; (d) Section 8.1(m) of the Credit agreement is amended by deleting the phrase "pursuant to a Permitted Second Lien Notes Refinancing" immediately after the word "interest" and adding "or as permitted by the last section of Section 7.15." 3. Refinancing of Senior Subordinated Notes. The Lenders (a) consent to the amendments to the existing Senior Subordinated Note Indenture on the terms set forth in the Offer to Purchase and Consent Solicitation Statement dated April 30, 2004 ("Offer to Purchase") and (b) consent to the purchase, payment, prepayment, defeasance, retirement or other acquisition by the Borrower of the existing Senior Subordinated Notes remaining outstanding after completion of the Offer to Purchase as long as (1) no Default or Event of Default has occurred and is continuing and (2) the transaction takes place on or prior to December 31, 2004. The Lenders further agree that the provisions of Section 2.13 of the Credit Agreement shall not apply to the Net Cash Proceeds of any issuance or incurrence by the Borrower or any of its Subsidiaries of any Capital Stock or Indebtedness to the extent, but only to the extent, such Net Cash Proceeds are used to effect one or more transactions in accordance with the foregoing clause (b). 4. Representations and Warranties. The Borrower hereby confirms that the representations and warranties set forth in Section 4 of the Credit Agreement, as amended by this First Amendment, are true and correct in all material respects as if made as of the Effective Date (except such representations and warranties as are made as of a particular date, which such representations and warranties shall be true and correct in all material respects as if made as of such date). The Borrower represents and warrants that, after giving effect to this First Amendment, no Default or Event of Default has occurred and is continuing. 5. Effectiveness. This First Amendment shall become effective as of the date of receipt by the Administrative Agent of counterparts of this First Amendment executed by the Borrower and the Required Lenders (the "Effective Date"). 6. Continuing Effect of the Credit Agreement. This First Amendment shall not constitute an amendment of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders, the Administrative Agent or the Other Agents. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 7. Counterparts. This First Amendment may be executed by the parties hereto in any number of separate counterparts (including telecopied counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument. 4 8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. TENNECO AUTOMOTIVE INC. By: /s/ JAMES PERKINS ---------------------------------------- Name: James Perkins Title: Vice President and Controller JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ RICHARD W. DUKER ---------------------------------------- Name: Richard W. Duker Title: Managing Director DEUTSCHE BANK SECURITIES INC., as Syndication Agent and as a Lender By: /s/ William Frauen ---------------------------------------- Name: William Frauen Title: Managing Director Each of the undersigned agrees to the foregoing First Amendment and confirms that its obligations under the Loan Documents to which it is a party remain in full force and effect after giving effect to such Fourth Amendment: TENNECO AUTOMOTIVE OPERATING COMPANY INC. TENNECO INTERNATIONAL HOLDING CORP. TENNECO GLOBAL HOLDINGS INC. THE PULLMAN COMPANY TMC TEXAS INC. CLEVITE INDUSTRIES INC. By: /s/ JAMES PERKINS ---------------------------------------- Name: James Perkins Title: Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----