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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 2, 2008
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) 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
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))
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ITEM 8.01 OTHER EVENTS
On July 2, 2008, Tenneco Inc. announced that it successfully completed an
offer to exchange up to $250 million principal amount of 8.125% Senior Notes due
2015, which have been registered under the Securities Act of 1933, as amended,
for and in replacement of all outstanding 8.125% Senior Notes due 2015, which
were issued on November 20, 2007 in a private placement. The company received
tenders from holders of $250 million, or 100%, of the aggregate outstanding
amount of the original notes.
The terms of the new notes are substantially identical to the terms of the
original notes for which they were exchanged, except that the transfer
restrictions and registration rights applicable to the original notes
generally do not apply to the new notes.
The exchange offer expired at 5:00 p.m., ET, on June 30, 2008. The
offer was made pursuant to the terms and conditions included in the company's
Prospectus dated June 2, 2008.
A copy of the company's press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press release issued July 2, 2008
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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: July 2, 2008 By: /s/ David A. Wardell
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David A. Wardell
Senior Vice President, General
Counsel and Corporate Secretary
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