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): January 13, 2005
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other (Commission (I.R.S. Employer of
jurisdiction of File 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 1.01 Entry Into a Material Definitive Agreement
Tenneco Automotive Inc. is filing this Current Report on Form 8-K to
file the following forms of agreements that the company has adopted for use from
time to time in making equity and equity-based awards to its employees pursuant
to the company's long-term compensation program: (i) form of Stock Equivalent
Unit Award Agreement under the 2002 Long-Term Incentive Plan, as amended, (ii)
form of employee Stock Option Award Agreement under the 2002 Long-Term Incentive
Plan, as amended, (iii) form of non-employee director Stock Option Award
Agreement under the 2002 Long-Term Incentive Plan, as amended, (iv) form of
Restricted Stock Award Agreement for employees under the 2002 Long-Term
Incentive Plan, as amended, and (v) form of Restricted Stock Award Agreement for
non-employee directors under the 2002 Long-Term Incentive Plan, as amended.
Copies of these documents are filed as Exhibits 99.1 through 99.5 to this
Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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99.1 Form of Stock Equivalent Unit Award Agreement under the 2002
Long-Term Incentive Plan, as amended.
99.2 Form of employee Stock Option Award Agreement under the 2002
Long-Term Incentive Plan, as amended.
99.3 Form of non-employee director Stock Option Award Agreement
under the 2002 Long-Term Incentive Plan, as amended.
99.4 Form of Restricted Stock Award Agreement for employees under
the 2002 Long-Term Incentive Plan, as amended.
99.5 Form of Restricted Stock Award Agreement for non-employee
directors under the 2002 Long-Term Incentive Plan, as amended.
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: January 13, 2005 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer