-----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, DONT2K7ItGDeTT2JOhuHW/lfe5KwXZiINgzyTbrUWBSodGs2iLwOFJhkOWqyw9Fe bU4pRR/BXntsAZnerWWPDQ== 0000950137-06-012390.txt : 20061114 0000950137-06-012390.hdr.sgml : 20061114 20061114120310 ACCESSION NUMBER: 0000950137-06-012390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO 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: 061212619 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: TENNECO AUTOMOTIVE INC DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K 1 c10078e8vk.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): November 13, 2006 TENNECO INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other (Commission File (I.R.S. Employer of jurisdiction of Number) Incorporation incorporation or Identification No.) organization) 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS Tenneco Inc. has appointed Wells Fargo Bank, N.A. as the transfer agent and registrar for the company's common stock and as rights agent under the company's Rights Agreement, effective as of November 13, 2006. Exhibit 99.1 to this Current Report on Form 8-K is a specimen stock certificate for the company's common stock. Exhibit 99.2 to this Current Report on Form 8-K is Amendment No. 3 to the Company's Rights Agreement. Each exhibit is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Specimen stock certificate for Tenneco Inc. common stock. 99.2 Amendment No. 3 to Rights Agreement, dated November 13, 2006, by and between Tenneco Inc. and Wells Fargo Bank, N.A., as Rights Agent. 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 INC. Date: November 14, 2006 By: /s/ Timothy R. Donovan ---------------------- Timothy R. Donovan Office of the Chief Executive, Executive Vice President and General Counsel EX-99.1 2 c10078exv99w1.txt SPECIMEN STOCK CERTIFICATE . . . EXHIBIT 99.1 CERTIFICATE OF STOCK INCORPORATED UNDER THE LAWS COMMON STOCK OF THE STATE OF DELAWARE PAR VALUE $.01 EACH - -------------------------- NUMBER ------------------------ C [IMAGE] SHARES - -------------------------- ------------------------ CUSIP 880349 10 5 SEE REVERSE FOR CERTAIN RESTRICTIONS ON PREEMPTIVE, TRANSFER AND OTHER RIGHTS TENNECO INC. ---------------------------------------------------------------------------- This is to certify that [TENNECO LOGO] is the owner of ---------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Tenneco Inc. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. [TENNECO SEAL] /s/ MARK P. FRIMORA Dated: COUNTERSIGNED AND REGISTERED: CHAIRMAN OF THE BOARD, WELLS FARGO BANK, N.A. CHIEF EXECUTIVE OFFICER AND PRESIDENT TRANSFER AGENT AND REGISTRAR /s/ K. A. STEWART BY /S/ LENNIE M. KAUFMAN CORPORATE SECRETARY AUTHORIZED SIGNATURE
TENNECO INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - __________ Custodian ______________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ___________________ in common (State) Additional abbreviations may also be used though not in the above list. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. For value received, __________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNED - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Shares - ----------------------------------------------------------------------------------------------------------------------------- of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint ------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated ------------------------------- ------------------------------------------------------- Wells Fargo Bank, N.A. is sucessor Rights Agent effective November 13, 2006. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Tenneco Inc.,formerly known as Tenneco Automotive Inc. (the "Company"), and Wachovia Bank, N.A., as Rights Agent (as successor to First Chicago Trust Company of New York), dated as of September 9, 1998 and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.
EX-99.2 3 c10078exv99w2.txt AMENDMENT NO.3 TO RIGHTS AGREEMENT EXHIBIT 99.2 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment"), dated as of November 13, 2006, is between Tenneco Inc. (formerly known as Tenneco Automotive Inc.), a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. ("Wells Fargo"), as successor to First Union National Bank as successor Rights Agent (the "First Union"). WHEREAS, the Company has selected Wells Fargo to succeed First Union as successor Rights Agent under the Rights Agreement between the Company and First Union, dated as of September 9, 1998, as amended on March 14, 2000 and February 5, 2001 (the "Rights Agreement") and Wells Fargo has agreed to so act as successor Rights Agent; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company desires to amend the Rights Agreement in order to reflect (i) the name change of the Company from Tenneco Automotive Inc. to Tenneco Inc. and (ii) Wells Fargo succeeding First Union as Rights Agent as set forth below; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Amendment of the Title of the Rights Agreement. (a) The title set forth on the cover page of the Rights Agreement is amended in its entirety as follows: --------------------------- TENNECO INC. (formerly known as TENNECO AUTOMOTIVE INC.) and WELLS FARGO BANK, N.A., as Rights Agent --------------------------- RIGHTS AGREEMENT Dated as of September 9, 1998, as amended on March 14, 2000, February 5, 2001 and November 13, 2006 1 (b) The first paragraph on page 1 of the Rights Agreement is amended to read in its entirety as follows: RIGHTS AGREEMENT Rights Agreement, dated as of September 9, 1998, as amended on March 14, 2000, February 5, 2001 and November 13, 2006 ("Agreement"), between Tenneco Inc., a Delaware corporation, formerly known as Tenneco Automotive Inc. (the "Company"), and Wells Fargo Bank, N.A., as Rights Agent (the "Rights Agent"), as successor to First Union National Bank as rights agent. 2. Amendment of Section 3(c). The legend set forth in Section 3(c) of the Rights Agreement is amended to read in its entirety as follows: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Tenneco Inc. (the "Company") and Wells Fargo Bank, N.A., as Rights Agent, dated as of September 9, 1998 and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. 3. Amendment of Section 26. The notice provision in respect of the Company and the Rights Agent set forth in Section 26 of the Rights Agreement is amended to read in its entirety as follows: Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: 2 Tenneco Inc. 500 North Field Drive Lake Forest, IL 60045 Attention: General Counsel Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Wells Fargo Bank, N.A. 161 North Concord Exchange South St. Paul, MN 55075 Attention: Account Manager Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as show on the registry books of the Company. 4. Amendment of Form of Rights Certificate. (a) The first paragraph of the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: RIGHTS CERTIFICATE TENNECO INC. This certifies that __________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 9, 1998, as the same may be amended from time to time (the "Rights Agreement"), between Tenneco Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., as Rights Agent (the "Rights Agent"), as successor to First Union National Bank as rights agent, to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on September 9, 2008 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series B Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company at a purchase price of $8.80 per one one- 3 thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of March 14, 2000, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. (b) The signature block of the Company and the Rights Agent set forth on the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: TENNECO INC. By: ----------------------------------------- Chief Executive Officer WELLS FARGO BANK, N.A., as Rights Agent By: ----------------------------------------- (c) The addressee on the Form of Election to Purchase set forth as an attachment to the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read in its entirety as follows: To TENNECO INC.: (d) The heading "Signature Guaranteed:" on the Form of Election to Purchase set forth as an attachment to the form of rights certificate attached as Exhibit B to the Rights Agreement is amended to read as follows: "Signature Medallion Guaranteed:". 4 5. Certification. The Company certifies that this Amendment complies with Section 27 of the Rights Agreement. 6. Effectiveness. This Amendment shall be deemed effective as of November 13, 2006. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 7. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above. TENNECO INC. By: /s/ Timothy R. Donovan ------------------------------ Name: Timothy R. Donovan Title: Executive Vice President and General Counsel WELLS FARGO BANK, N.A. By: /s/ Steven J. Hoffman ------------------------------ Name: Steven J. Hoffman Title: Assistant Vice President 6 -----END PRIVACY-ENHANCED MESSAGE-----