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): May 24, 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 May 24, 2004, Tenneco Automotive Inc. announced that the company is
not proceeding with its proposed public offering of approximately $150 million,
or 11.9 million shares, of its common stock as previously announced on April 16,
2004. The company also announced that it is withdrawing its tender offer seeking
approximately $130,000,000 aggregate principal amount of its 11 5/8 percent
Senior Subordinated Notes due in 2009 (CUSIP Number 880349AA3).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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99.1 Press release issued May 24, 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.
May 24, 2004 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer