Form 8-K

0001193125-13-466557.txt : 20131209 0001193125-13-466557.hdr.sgml : 20131209 20131209150252 ACCESSION NUMBER: 0001193125-13-466557 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131209 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131209 DATE AS OF CHANGE: 20131209 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: 131265357 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-5000 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 d639907d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 9, 2013 (December 9, 2013)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-12387

76-0515284

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

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

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 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS.

Tenneco Inc. furnished a notice to participants in the Tenneco Inc. 401(k) Retirement Savings Plan (the “Plan”), informing them that there will be a temporary “blackout period” that will apply to the Plan due to the Plan’s conversion to a new administrator. The notice stated that, during the blackout period, Plan participants will be unable to direct or diversify investments in their individual accounts, or obtain a loan, withdrawal or distribution from the Plan. The notice further stated that the blackout period will be in effect beginning at 1:00 p.m. Eastern time on December 24, 2013 and is expected to end during the week of January 12, 2014.

In connection with the foregoing, on December 9, 2013, the company sent a notice to its directors and executive officers informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, during the blackout period each of them is prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity securities of Tenneco Inc. (or derivatives thereof) acquired in connection with his or her service or employment as a director or executive officer. The notice to directors and executive officers is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

During the blackout period and for a period of two years after the ending date thereof, a security holder of Tenneco Inc. or other interested person may obtain, without charge, information regarding the actual beginning and ending dates of the blackout period, by contacting the office of the General Counsel of Tenneco Inc. by telephone at (847) 482-5000 or by mail at Tenneco Inc., 500 N. Field Drive, Lake Forest, Illinois 60045.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.		Description

99.1		Notice to directors and executive officers dated December 9, 2013

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: December 9, 2013	By:	/s/ James D. Harrington

		James D. Harrington
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1 2 d639907dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Notice to Directors and Executive Officers of Tenneco Inc. Regarding “Blackout Period” and Restrictions on Ability to Trade in Equity Securities of Tenneco Inc.


TO:		The members of the Board of Directors and Executive Officers of Tenneco Inc.

FROM:		James D. Harrington

RE:		Important Notice Regarding “Blackout Period” Under the Tenneco Inc. 401(k) Retirement Savings Plan and Restrictions on Ability to Trade in Equity Securities of Tenneco Inc.

DATE:		December 9, 2013

Participants in the Tenneco Inc. 401(k) Retirement Savings Plan (the “Plan”) have been notified that there will be a temporary “blackout period” that will apply to the Plan due to the Plan’s conversion to a new administrator. The blackout period is necessary to allow sufficient time to complete the conversion to the new administrator. During the blackout period, Plan participants will be unable to direct or diversify investments in their individual accounts, or obtain a loan, withdrawal or distribution from the Plan. This notice is to inform you of significant restrictions on your ability to trade in any equity security of Tenneco Inc. during the upcoming blackout period. The blackout period will be in effect beginning at 1:00 p.m. Eastern time on December 24, 2013 and is expected to end during the week of January 12, 2014. Even if you are not a participant in the Plan, this restriction does affect you—please read this entire memorandum.

During the blackout period, and in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, as directors and executive officers of Tenneco Inc., you are prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity securities of Tenneco Inc. (or derivatives thereof) acquired in connection with your service or employment as a director or executive officer (as defined in the rules). Generally, this rule applies to directors and executive officers of public companies and is designed to ensure they do not buy or sell securities of an issuer when participants of an employee benefit plan such as the Plan are temporarily prevented from engaging in equity security transactions through their plan accounts.

Although this trading restriction is subject to certain exceptions, given the complexity of the rule and the short duration of the blackout period, you should avoid transactions involving Tenneco Inc. equity securities during the blackout period. This includes, without limitation, any purchases or dispositions of Tenneco Inc. common stock (or derivatives thereof) held inside or outside of the Plan, selling any Tenneco Inc. common stock you originally received as a restricted stock grant and/or exercising any of your stock options. These restrictions apply in addition to the trading restrictions under our securities trading policy.

We will notify you when the blackout period has ended. If you should have any questions concerning this notice or the blackout period, please feel free to contact me at (847) 482-5000 or by mail at Tenneco Inc., 500 N. Field Drive, Lake Forest, Illinois 60045. During the blackout period you may obtain, without charge, information as to whether the blackout period has begun or ended by contacting me at the above telephone number or address.