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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-A/A
Post-Effective Amendment No.2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0515284
(State of Incorporation (IRS Employer
or Organization) Identification Number)
500 North Field Drive
Lake Forest, Illinois 60045
(Address of Principal (Zip Code)
Executive Offices)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box [X]
If this form relates tot he registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
---------------- ------------------------------
RIGHTS TO PURCHASE SERIES B JUNIOR THE NEW YORK STOCK EXCHANGE, INC.
PARTICIPATING PREFERRED STOCK THE CHICAGO STOCK EXCHANGE
THE LONDON STOCK EXCHANGE
THE PACIFIC EXCHANGE, INC.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE.
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Tenneco Automotive Inc., a Delaware corporation formerly known as Tenneco
Inc. (the "Registrant" or "Tenneco"), hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A filed on September 17, 1998, as amended. The
complete text of each item, as amended, is set forth below.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On September 9, 1998, the Board of Directors of the Registrant declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $.01 per share, of the Registrant (the "Common
Stock"). The dividend was payable on September 21, 1998 (the "Record Date") to
the stockholders of record on that date. The description and terms of the Rights
are set forth in a Rights Agreement dated as of September 9, 1998, as amended
March 14, 2000, as the same may be amended from time to time (the "Rights
Agreement"), between the Registrant and First Chicago Trust Company of New York,
as Rights Agent. The Rights will expire on September 9, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is advanced or extended or
unless the Rights are earlier redeemed or exchanged by the Registrant, in either
case as described below.
Effective as of 7:58 a.m., eastern standard time, on November 5, 1999, the
Registrant effected a 1-for-5 reverse stock split, whereby each five issued
shares of Common Stock as of 7:58 a.m., eastern standard time, on November 5,
1999 were reclassified into one share of Common Stock, with fractional shares
settled in cash. Section 11(n) of the Rights Agreement provides that in the
event of any subdivision of shares of Common Stock into a greater or lesser
number of shares, then, in each such case, the number of Rights associated with
each share of Common Stock then outstanding, or issued or delivered thereafter,
shall be proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following any such event shall equal
the result obtained by multiplying the number of Rights associated with each
share of Common Stock immediately prior to such event by a fraction the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event. Accordingly, the Registrant
adjusted the number of Rights associated with each share of Common Stock from
one Right to five Rights in connection with the reverse stock split.
As amended, each Right entitles the registered holder to purchase from the
Registrant one one-thousandth of a share of Series B Junior Participating
Preferred Stock, par value $.01 per share, of the Registrant (the "Preferred
Stock") at a price of $8.80 per one one-thousandth of a share of Preferred Stock
(the "Purchase Price"), subject to adjustment. This reflects an aggregate
Purchase Price of $44.00 for the five Rights associated with each share of
Common Stock.
In connection with the adoption of the Rights Agreement, the Board of
Directors also adopted a "TIDE" (Three-year Independent Director Evaluation)
mechanism. Under the TIDE mechanism, an independent Board committee will
review, on an ongoing basis, the Rights Agreement and developments in rights
plans generally, and, if it deems appropriate, recommend modification or
termination of the Rights Agreement. This independent committee will report to
Tenneco's Board at least every three years as to whether the Rights Agreement
continues to be in the best interests of Tenneco's stockholders.
The Rights are not exercisable until the "Distribution Date." Under the
Rights Agreement, a "Distribution Date" occurs upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons has become an "Acquiring Person" or (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated or associated persons
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding shares of Common Stock. Except in certain situations,
a person or group of affiliated or associated persons becomes an "Acquiring
Person" upon acquiring beneficial ownership of 15% or more of the outstanding
shares of Common Stock. Until the Distribution Date, the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights is
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred
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Stock at a price, or securities convertible into Preferred Stock with a
conversion price, less than the then-current market price of the Preferred Stock
or (iii) upon the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights is subject to adjustment in the event of
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $25.00 per
share but will be entitled to an aggregate dividend of 200 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of the Registrant, the holders of the Preferred Stock will be
entitled to a minimum preferential payment of $500.00 per share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment of
200 times the payment made per share of Common Stock. Each share of Preferred
Stock will have 200 votes, voting together with the Common Stock. Finally, in
the event of any merger, consolidation or other transaction in which
outstanding shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 200 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Registrant is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provisions will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive upon the exercise of a Right that
number of shares of common stock of the person with whom the Registrant has
engaged in the foregoing transaction (or its parent) that at the time of such
transaction have a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Registrant may exchange the Rights
(other than Rights owned by such Acquiring Person which will have become void),
in whole or in part, for shares of Common Stock or Preferred Stock (or a series
of the Registrant's preferred stock having equivalent rights, preferences and
privileges), at an exchange ratio of one-fifth of one share of Common Stock, or
a fractional share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at
the election of the Registrant, be evidenced by depositary receipts), and in
lieu thereof an adjustment in cash will be made based on the current market
price of the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Registrant may redeem the Rights in whole, but not in part,
at a price of $.002 per Right (the "Redemption Price") payable, at the option of
the Registrant, in cash, shares of Common Stock or such other form of
consideration as the Board of Directors of the Registrant shall determine. The
redemption of the Rights may be made
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effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Registrant may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Registrant may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner that
does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a shareowner of the Registrant, including, without limitation,
the right to vote or to receive dividends.
As of January 31, 2000, three were 33,674,559 shares of Common Stock
outstanding, with each share carrying five Rights. Until the Distribution Date,
the Registrant will issue five Rights with each share of Common Stock that shall
become outstanding so that all such shares will have attached rights. Two
million shares of Preferred Stock have been reserved for issuance upon exercise
of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to any person or group that attempts to acquire the
Registrant, other than pursuant to a Qualified Offer, without the approval of
the Registrant's Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors of the
Registrant since the Board of Directors may, at its option, at any time until an
Acquiring Person becomes such, redeem all, but not less than all, of the then
outstanding Rights at the applicable redemption price.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement (which
includes as Exhibit B the Form of Rights Certificate), as the same may be
amended from time to time, a copy of which is incorporated herein by reference
to Exhibit 4.1 and 4.3 to this registration statement. Copies of the Rights
Agreement will be available free of charge from the Registrant.
ITEM 2. EXHIBITS
The following documents are filed as exhibits to this registration
statement.
*4.1 Rights Agreement, dated as of September 9, 1998, between the
Registrant and First Chicago Trust Company of New York, as Rights
Agent, which includes as Exhibit B thereto the Form of Right
Certificate.
*4.2 Certificate of Adjustment dated December, 1999.
4.3 Amendment No. 1 to Rights Agreement, dated as of March 14, 2000,
between the Registrant and First Chicago Trust Company of New York,
as Rights Agent.
* Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
March 22, 2000 TENNECO AUTOMOTIVE INC.
By: /s/ Timothy R. Donovan
---------------------------------
Timothy R. Donovan
Senior Vice President and
General Counsel
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EXHIBIT 4.3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
March 14, 2000, is between Tenneco Automotive Inc. (formerly known as Tenneco
Inc.), a Delaware corporation (the "Company"), and First Chicago Trust Company
of New York (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of September 9, 1998 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of the Title of the Rights Agreement.
(a) The title set forth on the cover page of the Rights Agreement
is amended in its entirety as follows:
-------------------------------------
TENNECO AUTOMOTIVE INC.
(formerly known as TENNECO INC.)
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent
-------------------------------------
RIGHTS AGREEMENT
Dated as of September 9, 1998, as amended
on March 14, 2000
(b) The first paragraph on page 1 of the Rights Agreement is amended
to read in its entirety as follows:
RIGHTS AGREEMENT
Rights Agreement, dated as of September 9, 1998, as
amended on March 14, 2000 ("Agreement"), between Tenneco
Automotive Inc., a Delaware corporation, formerly known as
Tenneco Inc. (the "Company"), and First Chicago Trust Company
of New York, as Rights Agent (the "Rights Agent").
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2. Amendment of Section 1(a).
Section 1(a) of the Rights Agreement is amended to read in its
entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which shall be the Beneficial Owner
(as such term is hereinafter defined) of 15% or more of the shares of
Common Stock then outstanding, but shall not include an Exempt Person
(as such term is hereinafter defined); provided, however, that (i) if
the Board of Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person" became the
Beneficial Owner of a number of shares of Common Stock such that the
Person would otherwise qualify as an "Acquiring Person" inadvertently
(including, without limitation, because (A) such Person was unaware
that it beneficially owned a percentage of Common Stock that would
otherwise cause such Person to be an "Acquiring Person" or (B) such
Person was aware of the extent of its Beneficial Ownership of Common
Stock but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement) and without any intention of
changing or influencing control of the Company, then such Person shall
not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement unless and until such Person shall have
failed to divest itself, as soon as practicable (as determined, in good
faith, by the Board of Directors of the Company), of Beneficial
Ownership of a sufficient number of shares of Common Stock so that such
Person would no longer otherwise qualify as an "Acquiring Person"; (ii)
if, as of the date hereof or prior to the first public announcement of
the adoption of this Agreement, any Person is or becomes the Beneficial
Owner of 15% or more of the shares of Common Stock outstanding, such
Person shall not be deemed to be or to become an "Acquiring Person"
unless and until such time as such Person shall, after the first public
announcement of the adoption of this Agreement, become the Beneficial
Owner of additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), unless, upon becoming the Beneficial Owner of such
additional shares of Common Stock, such Person is not then the
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding; (iii) no Person shall become an "Acquiring Person" as the
result of an acquisition of shares of Common Stock by the Company
which, by reducing the number of shares outstanding, increases the
proportionate number of shares of Common Stock
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beneficially owned by such Person to 15% or more of the shares of
Common Stock then outstanding, provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding by reason of such share acquisitions by
the Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common
Stock or pursuant to a split or subdivision of the outstanding Common
Stock), then such Person shall be deemed to be an "Acquiring Person"
unless upon becoming the Beneficial Owner of such additional shares of
Common Stock such Person does not beneficially own 15% or more of the
shares of Common Stock then outstanding; and (iv) if, as of the date of
the adoption of Amendment No. 1 to this Agreement or prior to the first
public announcement thereof, any Person is or becomes the Beneficial
Owner of 15% or more, but in all events less than 20%, of the shares of
Common Stock outstanding, such Person shall not be deemed to be or to
become an "Acquiring Person" unless and until such time as such Person
shall, after the first public announcement of the adoption of Amendment
No. 1 to this Agreement, become the Beneficial Owner of additional
shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common
Stock or pursuant to a split or subdivision of the outstanding Common
Stock), unless, upon becoming the Beneficial Owner of such additional
shares of Common Stock, such Person is not then the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding. For all
purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes
of determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be made
in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as in effect on the date hereof.
3. Amendment of Section 1(t).
Section 1(t) of the Rights Agreement is amended to read in its
entirety as follows:
(t) Intentionally omitted.
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4. Amendment of Section 3(a).
Section 3(a) of the Rights Agreement is amended to read in its
entirety as follows:
(a) Until the Close of Business on the earlier of (i)
the tenth day after the Stock Acquisition Date or (ii) the tenth
Business Day (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by any Person
(other than an Exempt Person) of, or of the first public announcement
of the intention of such Person (other than an Exempt Person) to
commence, a tender or exchange offer the consummation of which would
result in any Person (other than an Exempt Person) becoming the
Beneficial Owner of shares of Common Stock aggregating 15% or more of
the Common Stock then outstanding (the earlier of such dates being
herein referred to as the "Distribution Date", provided, however, that
if either of such dates occurs after the date of this Agreement and on
or prior to the Record Date, then the Distribution Date shall be the
Record Date), (x) the Rights will be evidenced (subject to the
provisions of Section 3(b) hereof) by the certificates for Common Stock
registered in the names of the holders thereof and not by separate
Right Certificates, and (y) the Rights will be transferable only in
connection with the transfer of Common Stock. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign and the Company will send or cause to be
sent (and the Rights Agent will, if requested, send) by first-class,
insured, postage-prepaid mail, to each record holder of Common Stock as
of the close of business on the Distribution Date (other than any
Acquiring Person or any Associate or Affiliate of an Acquiring Person),
at the address of such holder shown on the records of the Company, a
Right Certificate, in substantially the form of Exhibit B hereto (a
"Right Certificate"), evidencing one Right (subject to adjustment as
provided herein) for each share of Common Stock so held. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.
5. Amendment of Section 3(c).
The legend set forth in Section 3(c) of the Rights Agreement is amended
to read in its entirety as follows:
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This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Tenneco
Automotive Inc., formerly known as Tenneco Inc. (the "Company"), and
First Chicago Trust Company of New York, as Rights Agent, dated as of
September 9, 1998 and as amended from time to time (the "Rights
Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive
offices of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The
Company will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights
Agreement, Rights owned by or transferred to any Person who is or
becomes an Acquiring Person (as defined in the Rights Agreement) and
certain transferees thereof will become null and void and will no
longer be transferable.
6. Amendment of Section 7(b).
Section 7(b) of the Rights Agreement is amended to read in its
entirety as follows:
(b) The Purchase Price shall be initially $8.80 for each one
one-thousandth of a share of Preferred Stock purchasable upon
the exercise of a Right. The Purchase Price and the number of one
one-thousandths of a share of Preferred Stock or other securities or
property to be acquired upon exercise of a Right shall be subject to
adjustment from time to time as provided in Sections 11 and 13 hereof
and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) of this Section 7.
7. Amendment of Section 13(f).
Section 13(f) of the Rights Agreement is amended to read in its
entirety as follows:
(f) Intentionally omitted.
8. Amendment of Section 26.
The notice provision in respect of the Company set forth in Section 26
of the Rights Agreement is amended to read in its entirety as follows:
Tenneco Automotive Inc.
500 North Field Drive
Lake Forest, IL 60045
Attention: General Counsel
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9. Amendment of Section 30(a).
Section 30(a) of the Rights Agreement is amended to read in its
entirety as follows:
(a) The Board of Directors of the Company shall have
the exclusive power and authority to administer this
Agreement and to exercise the rights and powers specifically
granted to the Board of Directors of the Company or to the
Company, or as may be necessary or advisable in the
administration of this Agreement, including, without
limitation, the right and power to (i) interpret the
provisions of this Agreement and (ii) make all determinations
deemed necessary or advisable for the administration of this
Agreement (including, without limitation, a determination
whether: to exchange the outstanding Rights for Common Stock
pursuant to Section 24; to redeem or not redeem the Rights;
or to amend or not to amend this Agreement). All such
actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions
with respect to the foregoing) that are done or made by the
Board of Directors of the Company in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights, as such, and all other
parties, and (y) not subject the Board of Directors to any
liability to the holders of the Rights.
10. Amendment of Section 30(b).
Section 30(b) of the Rights Agreement is amended to read in its
entirety as follows:
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(b) Nothing contained in this Agreement shall be deemed to
be in derogation of the obligation of the Board of Directors of
the Company to exercise its fiduciary duty. Without limiting the
foregoing, nothing contained herein shall be construed to suggest
or imply that the Board of Directors shall not be entitled to
reject any tender offer or other acquisition proposal, or to
recommend that holders of Common Stock reject any tender offer or
other acquisition proposal, or to take any other action
(including, without limitation, the commencement, prosecution,
defense or settlement of any litigation and the submission of
additional or alternative offers or other proposals) with respect
to any tender offer or other acquisition proposal that the Board
of Directors believes is necessary or appropriate in the exercise
of such fiduciary duty.
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11. Amendment of Form of Rights Certificate.
(a) The first paragraph of the form of rights certificate attached as
Exhibit B to the Rights Agreement is amended to read in its entirety as follows:
RIGHTS CERTIFICATE
TENNECO AUTOMOTIVE INC.
This certifies that ____________________________ or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of
September 9, 1998, as the same may be amended from time to time (the
"Rights Agreement"), between Tenneco Automotive Inc., a Delaware
corporation (the "Company"), and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M., New York City
time, on September 9, 2008 at the office or agency of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one
one-thousandth of a fully paid non-assessable share of Series B Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), of the Company at a purchase price of $8.80 per one
one-thousandth of a share of Preferred Stock (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with the Form
of Election to Purchase duly executed. The number of Rights evidenced
by this Rights Certificate (and the number of one one-thousandths of a
share of Preferred Stock which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of March 14, 2000, based on the Preferred Stock
as constituted at such date. As provided in the Rights Agreement, the
Purchase Price, the number of one one-thousandths of a share of
Preferred Stock (or other securities or property) which may be
purchased upon the exercise of the Rights and the number of Rights
evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.
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(b) The signature block of the Company set forth on the form of rights
certificate attached as Exhibit B to the Rights Agreement is amended to read in
its entirety as follows:
TENNECO AUTOMOTIVE INC.
By:_______________________________________
Chairman, President and Chief Executive
Officer
(c) The addressee on the Form of Election to Purchase set forth as an
attachment to the form of rights certificate attached as Exhibit B to the Rights
Agreement is amended to read in its entirety as follows:
To TENNECO AUTOMOTIVE INC.:
12. Effectiveness.
This Amendment shall be deemed effective as of March 14, 2000. Except as
amended hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
13. Miscellaneous.
This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
TENNECO AUTOMOTIVE INC.
By: /s/ Timothy R. Donovan
---------------------------------
Name: Timothy R. Donovan
Title: Senior Vice President and
General Counsel
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Charles Keryc
---------------------------------
Name: Charles Keryc
Title: Managing Director
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