] As filed with the Securities and Exchange Commission on March 18, 2004
File No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0515284
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification
or Organization) No.)
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (Zip Code)
TENNECO AUTOMOTIVE INC.
2002 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
TIMOTHY R. DONOVAN
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND MANAGING DIRECTOR-INTERNATIONAL
TENNECO AUTOMOTIVE INC.
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Name and Address of Agent For Service)
(847) 482-5000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
TITLE OF CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common stock ($0.01 par value) 2,000,000 $12.95 (2) $25,900,000 (2) $3,281.53
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Preferred share purchase rights 10,000,000 (3) (3) (3)
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(1) The amount to be registered includes 2,000,000 shares of common stock
(and 10,000,000 associated preferred share purchase rights). The number
of shares of common stock to be registered may be adjusted in accordance
with the provisions of the Tenneco Automotive Inc. 2002 Long-Term
Incentive Plan, as amended and restated, in the event of a corporate
transaction involving Tenneco Automotive Inc. including, without
limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares. Accordingly, this
registration statement covers, in addition to the number of shares of
common stock (and preferred share purchase rights) stated above, an
indeterminate number of shares (and rights) which by reason of any such
events may be issued.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, estimated
solely for the purpose of determining the registration fee on the basis
of the average of the high and low sales prices on March 15, 2004, as
reported on the New York Stock Exchange.
(3) The preferred share purchase rights initially are attached to and trade
with the shares of common stock being registered hereby. Value
attributable to such rights, if any, is reflected in the market price of
the common stock.
Pursuant to General Instruction E to Form S-8, the contents of the
Company's registration statement on Form S-8, File No. 333-101973, are
incorporated herein by reference. This registration statement covers 2,000,000
additional shares of common stock (and 10,000,000 associated preferred share
purchase rights) issuable under the Tenneco Automotive Inc. 2002 Long-Term
Incentive Plan, as amended and restated.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Tenneco
Automotive Inc. with the Securities and Exchange Commission, are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The description of the Company's common stock contained in the
Company's registration statement on Form 10 (File No. 1-12387),
originally filed with the SEC on October 30, 1996, and the
description of the preferred share purchase rights contained in the
Company's registration statement on Form 8-A, originally filed with
the SEC on September 17, 1998 (File No. 1-12387), in each case
including all amendments thereto and all reports filed for the
purpose of updating the description included therein;
(b) Annual report on Form 10-K for the year ended December 31, 2003;
(c) Current reports on Form 8-K dated February 17, 2004 and March 10,
2004, in each case as the same may have been amended;
(d) Information filed pursuant to Item 5 in the Company's current report
on Form 8-K dated January 27, 2004, as the same may have been
amended; and
(e) The Company's registration statement on Form S-8 filed with the
Securities and Exchange Commission on December 18, 2002 (File No.
333-101973).
In addition to the foregoing, all documents subsequently filed by
Tenneco Automotive Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed incorporated by reference in this registration statement and to be a part
hereof from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a subsequent
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of the
registration statement.
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ITEM 8. EXHIBITS.
See Index to Exhibits which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lake Forest, State of Illinois, on March 18,
2004.
TENNECO AUTOMOTIVE INC.
By: /s/ Mark P. Frissora
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Mark P. Frissora
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned, a director and/or officer of Tenneco Automotive
Inc., does hereby constitute and appoint Mark Frissora, Timothy R. Donovan, and
Kenneth Trammell, and each of them severally, his or her true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his or
her name, place and stead, in any and all capacities, to do any and all things
and execute any and all instruments that the attorney may deem necessary or
advisable under the Securities Act of 1933, and any rules, regulations and
requirements of the Securities and Exchange Commission in connection with this
registration statement, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign his or her name in
his or her respective capacity as a member of the board of directors or officer
of Tenneco Automotive Inc. the registration statement and/or any other form or
forms as may be appropriate to be filed with the Securities and Exchange
Commission as any of them may deem appropriate in respect of the common stock of
the company, to any and all amendments thereto, including post-effective
amendments, to such registration statement, to any related Rule 462(b)
registration statement and to any other documents filed with the Securities and
Exchange Commission, as fully for all intents and purposes as he or she might or
could do in person, and hereby ratifies and confirms all said attorneys-in-fact
and agents, each acting alone, and his or her substitute or substitutes, may
lawfully do or cause to be done by virtue of this prospectus.
Under the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on March 18, 2004.
SIGNATURE TITLE
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/s/ Mark P. Frissora Chairman and Chief Executive Officer
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Mark P. Frissora
/s/ Timothy R. Donovan Executive Vice President, General Counsel and
-------------------------------------- Managing Director -- International and Director
Timothy R. Donovan
/s/ Kenneth R. Trammell Senior Vice President and Chief Financial Officer
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Kenneth R. Trammell
/s/ Charles W. Cramb Director
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Charles W. Cramb
/s/ M. Kathryn Eickhoff Director
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M. Kathryn Eickhoff
/s/ Frank E. Macher Director
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Frank E. Macher
-3-
/s/ Sir David Plastow Director
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Sir David Plastow
/s/ Roger B. Porter Director
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Roger B. Porter
/s/ David B. Price, Jr. Director
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David B. Price, Jr.
/s/ Dennis G. Severance Director
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Dennis G. Severance
/s/ Paul T. Stecko Director
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Paul T. Stecko
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
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*5.1 Opinion of Timothy R. Donovan, Executive Vice President, General Counsel and
Managing Director - International, Tenneco Automotive Inc.
*23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Timothy R. Donovan (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on the signature page of this registration statement).
99.1 Tenneco Automotive Inc. 2002 Long-Term Incentive Plan (as amended and restated
effective March 11, 2003) (incorporated herein by reference to Tenneco Automotive
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, Commission
File No. 1-12387).
* Filed herewith.