8-K 1 c85969e8vk.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): June 2, 2004 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation File Number) 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 June 2, 2004, Tenneco Automotive Inc. issued a press release announcing that it had commenced an offer to exchange up to $125 million principal amount of 10.25% Senior Secured Notes due 2013, which have been registered under the Securities Act of 1933, for a like amount of the Company's existing 10.25% Senior Secured Notes due 2013, which were issued on December 12, 2003 in a private placement. This press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description ----------- ----------- 99.1 Press release issued June 2, 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. Date: June 2, 2004 By: /s/ Kenneth R. Trammell ---------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated June 2, 2004