SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MAY 30, 2003
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12387 76-0515284
(State or Other (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) 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.
Tenneco Automotive Inc. is presently contemplating a financing
transaction. Based upon presently available information and assumptions believed
to be reasonable based on the company's financial position at March 31, 2003,
including an assumed transaction size of $300 million, the company currently
estimates that its annual interest expense will increase by approximately $17
million after giving effect to the transaction and the use of its proceeds. The
lenders under the company's existing senior credit facility have agreed to allow
the company to use the proceeds of the transaction (i) first, to repay
approximately $199 million outstanding under the term loan A portion of the
facility, in direct order of maturity of the upcoming amortization payments,
(ii) second, to repay approximately $52 million outstanding under the term loan
B and term loan C portion of the facility, pro rata in direct order of maturity
of the upcoming amortization payments, and (iii) third, to repay outstanding
borrowings under the revolving credit portion of the facility without reducing
the commitments therefor. The transaction is subject to market and other
conditions, which could change significantly the information reflected herein.
This press release contains forward-looking statements. Words such as
"estimates", "contemplating" and "will" and similar expressions identify
forward-looking statements. These forward-looking statements are based on the
current expectations of the company (including its subsidiaries). Because these
forward-looking statements involve risks and uncertainties, the company's plans,
actions and actual results could differ materially. Among the factors that could
cause these plans, actions and results to differ materially from current
expectations are: (i) governmental actions, including the ability to receive
regulatory approvals and the timing of such approvals; (ii) changes in capital
availability or costs, including increases in the company's costs of borrowing
(i.e., interest rate increases); (iii) changes by the Financing Accounting
Standards Board or other accounting regulatory bodies of authoritative generally
accepted accounting principals or policies; and (iv) the timing and occurrence
(or non-occurrence) of transactions and events which may be subject to
circumstances beyond the control of the company and its subsidiaries. The
company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this report.
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: May 30, 2003 By: /s/ Mark A. McCollum
___________________________
Mark A. McCollum
Senior Vice President and
Chief Financial Officer