-----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, BaxDRFvWmj9xn9llIPnHNGkkZTJddBd7in5URrxwovC7GAuw54lG/OjOxw2xOxpE DSvl33iGJrQEBSAda56GiQ== 0000950137-04-004438.txt : 20040525 0000950137-04-004438.hdr.sgml : 20040525 20040525172447 ACCESSION NUMBER: 0000950137-04-004438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040524 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040525 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: 04830579 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 c85831e8vk.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 24, 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. On May 24, 2004, Tenneco Automotive Inc. announced that the company is not proceeding with its proposed public offering of approximately $150 million, or 11.9 million shares, of its common stock as previously announced on April 16, 2004. The company also announced that it is withdrawing its tender offer seeking approximately $130,000,000 aggregate principal amount of its 11 5/8 percent Senior Subordinated Notes due in 2009 (CUSIP Number 880349AA3). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Press release issued May 24, 2004. 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. May 24, 2004 By: /s/ Kenneth R. Trammell --------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EX-99.1 2 c85831exv99w1.txt PRESS RELEASE EXHIBIT 99.1 news release [TENNECO AUTOMOTIVE LOGO] 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 TO WITHDRAW EQUITY OFFERING DUE TO WEAK MARKET Lake Forest, Illinois, May 24, 2004 -- Tenneco Automotive (NYSE: TEN) announced today that the company is not proceeding with its proposed public offering of approximately $150 million, or 11.9 million shares, of its common stock as previously announced on April 16, 2004. The company has decided against the equity offering due to volatility in the market and the immediate impact on the company's stock price. The company determined that concluding the offering at this time was not in the best interest of its current stockholders. As a result of withdrawing from its public offering of common stock, Tenneco Automotive is also withdrawing its tender offer seeking approximately $130,000,000 aggregate principal amount of its 11 5/8 percent Senior Subordinated Notes due in 2009 (CUSIP Number 880349AA3). Based on these volatile market conditions, the company has no intention to access the markets in the near term. The company will continue to evaluate opportunities to reduce the interest expense on its 11 5/8 percent Senior Subordinated Notes, which are first callable beginning in October 2004. 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. This release contains forward-looking statements concerning Tenneco Automotive's plans. The forward-looking statements are subject to risks and uncertainties regarding market conditions and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----