UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 19, 2004
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission (I.R.S. Employer of Incorporation
incorporation or organization) File Number) 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 1.01 Entry into a Material Definitive Agreement
On November 19, 2004, Tenneco Automotive Inc. (the "Company") issued
$500,000,000 of 8-5/8 percent senior subordinated notes (the "Notes") due
November 15, 2014. The Notes are unsecured senior subordinated obligations of
the Company and will mature on November 15, 2014 with interest payable
semi-annually, beginning on May 15, 2005. The net proceeds of this transaction,
together with cash on hand, will be used to redeem $500,000,000 aggregate
principal amount of the Company's outstanding 11-5/8 percent senior subordinated
notes due in 2009. Those notes were called for redemption and will be redeemed
on December 20, 2004.
The Company may redeem all or portions of the Notes beginning on
November 15, 2009. In addition, on or prior to November 15, 2007, the Company
may use all or any portion of the net cash proceeds of one or more equity
offerings to redeem up to 35% of the aggregate principal amount of the Notes
issued at a redemption price equal to 108.625 percent of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of redemption;
provided that at least 65% of the aggregate principal amount of Notes issued
remains outstanding immediately after such redemption.
The Notes were issued and sold under an indenture, dated as of November
19, 2004, among the Company, the guarantors and the Bank of New York Trust
Company. The indenture contains covenants that will restrict the Company's and
its restricted subsidiaries' ability to:
- incur additional indebtedness or contingent obligations;
- pay dividends or make distributions to stockholders;
- repurchase or redeem equity interests;
- make investments;
- grant liens;
- make capital expenditures;
- enter into transactions with shareholders or affiliates;
- sell assets; and
- acquire the assets of, or merge or consolidate with, other
companies.
The indenture also contains customary default provisions.
A copy of the indenture is filed under Item 9.01 as Exhibit 99.1 and
incorporated herein by reference.
The Notes were offered and sold in the United States in a Rule 144A
private unregistered offering and pursuant to Regulation S for transactions
outside the United States.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 1.01, above.
Item 3.03 Material Modification to Rights of Security Holders
On November 19, 2004, the Company, JPMorgan Chase Bank, as
administrative agent, and the various other lenders named therein entered into a
second amendment to the Company's senior secured credit facility.
The second amendment allowed us, at our option, (i) to use up to $50
million of our cash on hand to finance the payment of premiums, fees and costs
associated with the refinancing of our 11-5/8 percent senior subordinated notes
as described above or (ii) to the extent the cash was not so used, to incur
additional subordinated debt to finance such payments, premiums, fees and costs.
The amendment also
(a) permits us to exclude, for purposes of determining our consolidated interest
expense under the senior credit facility, interest payable on our 11-5/8 percent
senior subordinated notes from the date on which they are called for redemption
until the redemption is completed, (b) permits us to exclude, for purposes of
determining our consolidated total debt under the senior credit facility, our
11-5/8 percent senior subordinated notes from the date on which they are called
for redemption until the redemption is completed, (c) increases our permitted
guarantee basket from $50,000,000 to $70,000,000 and (d) makes other minor,
technical changes.
A copy of the second amendment is filed under Item 9.01 as Exhibit 99.2
and incorporated herein by reference.
Item 8.01 Other Events
On November 19, 2004, the Company announced that it has closed on its
private placement offering of $500,000,000 of 8-5/8 percent senior subordinated
notes due November 15, 2014 and has called its $500,000,000 aggregate principal
amount outstanding 11-5/8 percent senior subordinated notes due 2009 for
redemption. The announcement was contained in a press release, a copy of which
is filed under Item 9.01 as Exhibit 99.3 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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99.1 Indenture dated November 19, 2004
99.2 Second Amendment to Credit Agreement dated November 19, 2004
99.3 Press release issued November 19, 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: November 24, 2004 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer