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): October 28, 2005
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission (I.R.S. Employer of
incorporation or organization) File Number) Incorporation
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
TENNECO AUTOMOTIVE INC.
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(Former name or former address, if changed since last report)
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL
YEAR
On October 28, 2005, Tenneco Automotive Inc. (the "Company") changed
its name to "Tenneco Inc." The change in name was effected pursuant to a merger
of Tenneco Inc., a Delaware corporation and wholly-owned subsidiary of the
Company, with and into the Company, with the Company surviving but pursuant to
which the name of the Company was changed to "Tenneco Inc." The Certificate of
Ownership and Merger, as filed with the Secretary of State of the State of
Delaware, amended the Restated Certificate of Incorporation of the Company, as
amended, by deleting Article First and inserting in lieu thereof a new Article
First to read "FIRST: The name of the corporation is Tenneco Inc." A copy of the
Certificate of Ownership and Merger is filed under Item 9.01 as Exhibit 99.1 and
incorporated herein by reference.
The Bylaws of the Company, as amended, have also been amended to
reflect the change in name by deleting "Tenneco Automotive Inc." in the title
and inserting in lieu thereof "Tenneco Inc." A copy of the Bylaws of the
Company, as amended, is filed under Item 9.01 as Exhibit 99.2 and incorporated
herein by reference.
ITEM 8.01 OTHER EVENTS
On October 28, 2005, the Company announced that it has changed its name
to "Tenneco Inc." and that the Company will begin trading on the NYSE under its
new name on Monday, October 31, 2005. The announcement was contained in a press
release, a copy of which is filed under Item 9.01 as Exhibit 99.3 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Certificate of Ownership and Merger effective as of October 28,
2005
99.2 Bylaws, as amended, dated October 28, 2005
99.3 Press release dated October 28, 2005
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: October 28, 2005 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer