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): July 28, 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 July 28, 2004, Tenneco Automotive announced that it will not proceed
with its proposed private placement offering of $500 million in senior
subordinated notes as announced on July 26, 2004. The Company also announced its
withdrawal of its tender offer and consent solicitation for its outstanding 11
5/8% Senior Subordinated Notes. These events are described in the Company's
press release dated July 28, 2004, which is filed as an exhibit to this Current
Report on Form 8-K and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.1 Press release issued July 28, 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: July 28, 2004 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer