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 14, 2007
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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
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 15, 2007, Tenneco Inc. ("Tenneco") announced that it had received
the requisite consents in connection with its previously announced tender offer
and related consent solicitation for up to $230 million of its outstanding $475
million 10 1/4 percent senior secured notes due 2013 (the "Notes"). Tenneco
entered into a Third Supplemental Indenture (the "Supplemental Indenture"),
dated as of November 14, 2007, with U.S. Bank National Association, as trustee
(the "Trustee"), which supplements the Indenture, dated as of June 19, 2003 (as
supplemented, the "Indenture"), among Tenneco, the subsidiary guarantors party
thereto and the Trustee, governing the Notes. The Indenture was originally filed
with the Securities and Exchange Commission (the "SEC") as Exhibit 4.1 to
Tenneco's Registration Statement on Form S-4 on August 13, 2003, the First
Supplemental Indenture was filed with the SEC as Exhibit 4.6(d) to Tenneco's
Annual Report on Form 10-K on March 11, 2004 and the Second Supplemental
Indenture was filed with the SEC as Exhibit 4.6(f) to Tenneco's Quarterly Report
on Form 10-Q on November 4, 2005.
The Supplemental Indenture effects the proposed amendments to the Indenture as
described in the Offer to Purchase and Consent Solicitation Statement, dated as
of November 1, 2007. The proposed amendments will become operative only when the
Notes of the holders who have given the requisite consents are accepted for
payment by Tenneco pursuant to the terms of the tender offer, subject to pro
rata reduction.
This description of the Supplemental Indenture and related matters is not
complete and is qualified in its entirety by the actual terms of the
Supplemental Indenture, a copy of which is incorporated herein by reference and
attached hereto as Exhibit 4.1.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth in Item 1.01 is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS.
On November 15, 2007, Tenneco issued a press release announcing (i) the receipt
of the requisite consents in connection with the tender offer and consent
solicitation and (ii) the pricing terms of the tender offer and consent
solicitation. A copy of this press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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4.1 Supplemental Indenture, dated as of November 14, 2007, by and
among Tenneco Inc., the subsidiary guarantors party thereto
and U.S. Bank National Association, as trustee.
99.1 Press release issued November 15, 2007.
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 16, 2007 By: /s/ David A. Wardell
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David A. Wardell
Senior Vice President,
General Counsel and Secretary