<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
TENNECO AUTOMOTIVE INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0515284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
----------------------------
TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR HOURLY EMPLOYEES
TENNECO AUTOMOTIVE STOCK OWNERSHIP PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plans)
TIMOTHY R. DONOVAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TENNECO AUTOMOTIVE INC.
500 NORTH FIELD DRIVE
LAKE FOREST, ILLINOIS 60045
(Name and address of agent for service)
TELEPHONE: (847) 482-5000
(Telephone number, including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share (including
associated preferred share
purchase rights)............ 1,880,000 shares(2) $8.13 $15,281,400 $4,036
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low
prices of the Company's Common Stock as reported on the New York Stock
Exchange on March 24, 2000.
(2) Of the shares registered hereunder, 921,200 shares may be offered or sold
from time to time pursuant to the Tenneco Automotive Stock Ownership Plan
for Hourly Employees (the "Hourly Plan") and 958,800 shares may be offered
or sold from time to time pursuant to the Tenneco Automotive Stock Ownership
Plan for Salaried Employees (the "Salaried Plan").
----------------------------
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to the respective participants in the plans listed on the cover page of this
Registration Statement pursuant to Rule 428(b)(1) under the Securities Act. As
used herein, the terms "Registrant" or "Company" refer to Tenneco Automotive
Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference
into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999 (File No. 1-12387); and
(b) The description of the Company's common stock (the "Common Stock")
included in the Company's Registration Statement on Form 10 (File No.
1-12387), originally filed with the Commission on October 30, 1996, and
the description of the preferred share purchase rights included in the
Company's Registration Statement on Form 8-A, originally filed 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.
In addition to the foregoing, all documents subsequently filed by the
Company, the Hourly Plan or the Salaried Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
issued or which deregisters all securities offered then remaining unsold, 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 a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding the Common Stock offered hereby will be
passed upon for the Company by Jenner & Block. Mr. Theodore R. Tetzlaff is a
partner of Jenner & Block and served as General Counsel of the Company until
November 4, 1999. At December 31, 1999, Mr. Tetzlaff beneficially owned 13,847
shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Elimination of Liability of Directors
The Restated Certificate of Incorporation of the Company, as amended (the
"Certificate"), provides that a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for
1
<PAGE> 3
breach of fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware ("DGCL") as the same exists or may hereafter be
amended. Further, the Certificate provides that any amendment, modification or
repeal of the provision referred to in the preceding sentence shall not
adversely affect any right or protection of a director of the Company thereunder
in respect of any act or omission occurring prior to the time of such amendment,
modification or repeal.
This provision does not eliminate a director's fiduciary duty of care, and
in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, the provision shall not limit or eliminate the liability of a director
for: (i) breach of the director's duty of loyalty to the Company or its
stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law; (iii) any transaction from
which the director derived an improper personal benefit; and (iv) payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws.
Reference is made to Section 102(b)(7) of the DGCL.
The Company has in force an insurance policy which purports to insure the
officers and directors of the Company against certain liabilities incurred by
them in the discharge of their functions as officers and directors, within the
limits and subject to the limitations of the policy.
Indemnification of Directors and Officers
The by-laws of the Company provide that the Company will indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may thereafter be amended, any person (an "Indemnittee") who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including appeals, (a "proceeding"), by reason of the fact that he, or a person
for whom he is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses, including attorneys' fees, reasonably
incurred by such Indemnittee. The by-laws also provide that, notwithstanding the
foregoing, but except as described in the second following paragraph, the
Company will be required to indemnify an Indemnittee in connection with a
proceeding or part thereof commenced by such Indemnittee only if the
commencement of the proceeding or part thereof by the Indemnittee was authorized
by the Board.
The by-laws further provide that the Company will pay the expenses,
including attorneys' fees, incurred by an Indemnittee in defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by law, the payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by such Indemnittee to repay all amounts advanced if it should be ultimately
determined that the Indemnittee is not entitled to be indemnified under the
relevant section of the by-laws or otherwise.
Pursuant to the by-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnittee has been received by the Company, the Indemnittee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The by-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnittee is not entitled to the requested
indemnification or payment of expenses under applicable law.
The by-laws also provide:
- that the rights conferred on any Indemnittee shall not be exclusive of
any other rights which such Indemnittee may have or thereafter acquire
under any statute, provision of the Certificate, the by-laws, agreement,
vote of shareowners or disinterested directors or otherwise;
2
<PAGE> 4
- that the Company's obligation, if any, to indemnify or to advance
expenses to any Indemnittee who was or is serving at its request as a
director, officer, employee or agent of another company, partnership,
joint venture, trust, enterprise or nonprofit entity will be reduced by
any amount such Indemnittee may collect as indemnification or advancement
of expenses from such other company, partnership, joint venture, trust,
enterprise or nonprofit enterprise; and
- that any repeal or modification of the relevant provisions of the by-laws
will not adversely affect any right or protection thereunder of any
Indemnittee in respect of any act or omission occurring prior to the time
of such repeal or modification.
The by-laws also expressly state that the provisions thereof will not limit
the Company's right, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnittees when and as
authorized by appropriate corporate action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement or
incorporated herein by reference (exhibits designated by an asterisk are filed
with this Registration Statement; all other exhibits are incorporated by
reference):
<TABLE>
<C> <C> <S>
4.1(a) -- Restated Certificate of Incorporation of the Company, dated
December 11, 1996 (incorporated herein by reference from
Exhibit 3.1(a) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, File No. 1-12387).
4.1(b) -- Certificate of Amendment, dated December 11, 1996
(incorporated herein by reference from Exhibit 3.1(c) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997
(incorporated herein by reference from Exhibit 3.1(d) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
4.1(d) -- Certificate of Designation of Series B Junior Participating
Preferred Stock, dated September 9, 1998 (incorporated
herein by reference from Exhibit 3.1(d) of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, File No. 1-12387).
4.1(e) -- Certificate of Elimination of the Series A Participating
Junior Preferred Stock of the Company, dated September 11,
1998 (incorporated herein by reference from Exhibit 3.1(e)
of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No. 1-12387).
4.1(f) -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(f) of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
4.1(g) -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(g) of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
4.1(h) -- Certificate of Ownership and Merger merging Tenneco
Automotive Merger Sub Inc. with and into the Company, dated
November 5, 1999 (incorporated herein by reference from
Exhibit 3.1(h) of the Company's Quarterly Report for the
quarter ended September 30, 1999, File No. 1-12387).
</TABLE>
3
<PAGE> 5
<TABLE>
<C> <C> <S>
4.2 -- By-Laws of the Company, as amended March 14, 2000
(incorporated herein by reference from Exhibit 3.2(a) of the
Company's Annual Report on Form 10-K, File No. 1-12387).
4.3 -- Specimen stock certificate for Tenneco Automotive Inc.
Common Stock (incorporated herein by reference from Exhibit
4.3 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
4.4 -- Eleventh Supplemental Indenture, dated October 21, 1999, to
Indenture dated November 1, 1996 between The Chase Manhattan
Bank, as Trustee, and the Company (incorporated herein by
reference from Exhibit 4.2(l) of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-12387).
4.5(a) -- Indenture dated October 14, 1999 by and between the Company
and The Bank of New York, as trustee (incorporated herein by
reference from Exhibit 4.4(a) of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File
No. 1-12387).
4.5(b) -- Supplemental Indenture dated November 4, 1999 among Tenneco
Automotive Operating Subsidiary Inc. (formerly Tenneco
Automotive Inc.), Tenneco International Holding Corp.,
Tenneco Global Holdings Inc., the Pullman Company and
Clevite Industries Inc. in favor of The Bank of New York, as
trustee (incorporated herein by reference from Exhibit
4.4(b) of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-12387).
4.5(c) -- Subsidiary Guarantee dated as of October 14, 1999 from
Tenneco Automotive Operating Subsidiary Inc. (formerly
Tenneco Automotive Inc.), Tenneco International Holding
Corp., Tenneco Global Holdings Inc., the Pullman Company,
Clevite Industries Inc. and TMC Texas Inc. in favor of The
Bank of New York as trustee (incorporated herein by
reference to Exhibit 4.4(c) of the Company's Registration
Statement on Form S-4, File No. 333-93757).
4.6 -- Credit Agreement, dated as of September 30, 1999, among the
Company, the Lenders named therein, Commerzbank and Bank of
America, N.A., Citicorp USA, Inc. and The Chase Manhattan
Bank (incorporated herein by reference from Exhibit 4.5(a)
of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
4.7(a) -- Rights Agreement dated as of September 8, 1998, by and
between the registrant and First Chicago Trust Company of
New York, as Rights Agent (incorporated herein by reference
from Exhibit 4.1 of the Company's Current Report on Form 8-K
dated September 24, 1998, File No. 1-12387).
4.7(b) -- Amendment No. 1 to Rights Agreement, dated March 14, 2000,
by and between the registrant and First Chicago Trust
Company of New York, as Rights Agent (incorporated herein by
reference from Exhibit 4.1(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, File No.
1-12387).
*5 -- Opinion of Jenner & Block as to the legality of the Common
Stock being registered.
15 -- None.
*23.1 -- Consent of Jenner & Block (included in Exhibit 5).
*23.2 -- Consent of Arthur Andersen LLP.
*24.1 -- Powers of Attorney of the following Directors of the
Company: Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead,
Sir David Plastow, Roger B. Porter, David B. Price, Jr. and
Paul T. Stecko.
99 -- None.
</TABLE>
The Company will submit or has submitted the Hourly Plan and the Salaried
Plan, and hereby undertakes to submit any amendments thereto, to the Internal
Revenue Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify said Hourly Plan
and Salaried Plan.
4
<PAGE> 6
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company,
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. INCORPORATION BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. COMMISSION POSITION ON INDEMNIFICATION.
The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
5
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 the 28th day
of March, 2000.
TENNECO AUTOMOTIVE INC.
By /s/ MARK P. FRISSORA
------------------------------------
Mark P. Frissora
President, Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MARK P. FRISSORA Principal Executive Officer March 28, 2000
- ----------------------------------------------------- and Director
Mark P. Frissora
/s/ MARK A. MCCOLLUM Principal Financial Officer March 28, 2000
- -----------------------------------------------------
Mark A. McCollum
/s/ KENNETH R. TRAMMELL Principal Accounting Officer March 28, 2000
- -----------------------------------------------------
Kenneth R. Trammell
Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead, Sir Directors March 28, 2000
David Plastow, Roger B. Porter, David B. Price, Jr.
and Paul T. Stecko*
*By /s/ TIMOTHY R. DONOVAN March 28, 2000
--------------------------------------------------
Timothy R. Donovan
Attorney-in-fact
</TABLE>
6
<PAGE> 8
SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under each of the Tenneco Automotive Stock Ownership Plan
for Hourly Employees and the Tenneco Automotive Stock Ownership Plan for
Salaried Employees 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 this 28th day of March, 2000.
TENNECO AUTOMOTIVE STOCK OWNERSHIP
PLAN FOR HOURLY EMPLOYEES
TENNECO AUTOMOTIVE STOCK OWNERSHIP
PLAN FOR SALARIED EMPLOYEES
By /s/ RICHARD P. SCHNEIDER
------------------------------------
Richard P. Schneider
Chairman of Tenneco Automotive Inc.
Benefits Committee
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
4.1(a) -- Restated Certificate of Incorporation of the Company, dated
December 11, 1996 (incorporated herein by reference from
Exhibit 3.1(a) of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, File No. 1-12387).
4.1(b) -- Certificate of Amendment, dated December 11, 1996
(incorporated herein by reference from Exhibit 3.1(c) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997
(incorporated herein by reference from Exhibit 3.1(d) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-12387).
4.1(d) -- Certificate of Designation of Series B Junior Participating
Preferred Stock, dated September 9, 1998 (incorporated
herein by reference from Exhibit 3.1(d) of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, File No. 1-12387).
4.1(e) -- Certificate of Elimination of the Series A Participating
Junior Preferred Stock of the Company, dated September 11,
1998 (incorporated herein by reference from Exhibit 3.1(e)
of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No. 1-12387).
4.1(f) -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(f) of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
4.1(g) -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated November 5, 1999
(incorporated herein by reference from Exhibit 3.1(g) of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, File No. 1-12387).
4.1(h) -- Certificate of Ownership and Merger merging Tenneco
Automotive Merger Sub Inc. with and into the Company, dated
November 5, 1999 (incorporated herein by reference from
Exhibit 3.1(h) of the Company's Quarterly Report for the
quarter ended September 30, 1999, File No. 1-12387).
4.2 -- By-Laws of the Company, as amended March 14, 2000
(incorporated herein by reference from Exhibit 3.2(a) of the
Company's Annual Report on Form 10-K, File No. 1-12387).
4.3 -- Specimen stock certificate for Tenneco Automotive Inc.
Common Stock (incorporated herein by reference from Exhibit
4.3 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
4.4 -- Eleventh Supplemental Indenture, dated October 21, 1999, to
Indenture dated November 1, 1996 between The Chase Manhattan
Bank, as Trustee, and the Company (incorporated herein by
reference from Exhibit 4.2(l) of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File No. 1-12387).
4.5(a) -- Indenture dated October 14, 1999 by and between the Company
and The Bank of New York, as trustee (incorporated herein by
reference from Exhibit 4.4(a) of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999, File
No. 1-12387).
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
4.5(b) -- Supplemental Indenture dated November 4, 1999 among Tenneco
Automotive Operating Subsidiary Inc. (formerly Tenneco
Automotive Inc.), Tenneco International Holding Corp.,
Tenneco Global Holdings Inc., the Pullman Company and
Clevite Industries Inc. in favor of The Bank of New York, as
trustee (incorporated herein by reference from Exhibit
4.4(b) of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, File No. 1-12387).
4.5(c) -- Subsidiary Guarantee dated as of October 14, 1999 from
Tenneco Automotive Operating Subsidiary Inc. (formerly
Tenneco Automotive Inc.), Tenneco International Holding
Corp., Tenneco Global Holdings Inc., the Pullman Company,
Clevite Industries Inc. and TMC Texas Inc. in favor of The
Bank of New York as trustee (incorporated herein by
reference to Exhibit 4.4(c) of the Company's Registration
Statement on Form S-4, File No. 333-93757).
4.6 -- Credit Agreement, dated as of September 30, 1999, among the
Company, the Lenders named therein, Commerzbank and Bank of
America, N.A., Citicorp USA, Inc. and The Chase Manhattan
Bank (incorporated herein by reference from Exhibit 4.5(a)
of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999, File No. 1-12387).
4.7(a) -- Rights Agreement dated as of September 8, 1998, by and
between the registrant and First Chicago Trust Company of
New York, as Rights Agent (Incorporated herein by reference
from Exhibit 4.1 of the Company's Current Report on Form 8-K
dated September 24, 1998, File No. 1-12387).
4.7(b) -- Amendment No. 1 to Rights Agreement, dated March 14, 2000,
by and between the registrant and First Chicago Trust
Company of New York, as Rights Agent (incorporated herein by
reference from Exhibit 4.1(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, File No.
1-12387).
*5 -- Opinion of Jenner & Block as to the legality of the Common
Stock being registered.
15 -- None.
*23.1 -- Consent of Jenner & Block (included in Exhibit 5).
*23.2 -- Consent of Arthur Andersen LLP.
*24.1 -- Powers of Attorney of the following Directors of the
Company: Mark Andrews, M. Kathryn Eickhoff, Dana G. Mead,
Sir David Plastow, Roger B. Porter, David B. Price, Jr. and
Paul T. Stecko.
99 -- None.
</TABLE>
<PAGE> 1
EXHIBIT 5
March 28, 2000
Tenneco Automotive Inc.
500 North Field Drive
Lake Forest, IL 60045
Re: Tenneco Automotive Stock Ownership Plan for Hourly Employees and
Tenneco Automotive Stock Ownership Plan for Salaried Employees
Ladies and Gentlemen:
We acted as counsel to Tenneco Automotive Inc. (the "Company") in
connection with the filing of the Registration Statement on Form S-8 (the
"Registration Statement") being filed under the Securities Act of 1933, as
amended (the "Act"), on or about the date of this letter to register 1,880,000
shares of common stock, par value $.01 per share, including the associated
preferred stock purchase rights (the "Shares") of the Company which may from
time to time be offered or sold by the Company in connection with the Tenneco
Automotive Stock Ownership Plan for Hourly Employees and the Tenneco Automotive
Stock Ownership Plan for Salaried Employees (collectively, the "Plans").
In arriving at this opinion, we have examined the Registration Statement
and the exhibits thereto. We have also examined originals or copies, certified
or otherwise, of such other documents, evidence of corporate action and
certificates and instruments as we have deemed necessary or advisable for the
purpose of rendering this opinion. In all such examinations we have assumed the
genuineness of all signatures, the authority to sign, and the authenticity of
all documents submitted to us as originals. We have also assumed the conformity
of originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that will be issued under the Plans have been duly authorized and, when
issued pursuant to and in accordance with the Plans, will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to any and all references to our firm in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ JENNER & BLOCK
<PAGE> 1
EXHIBIT 23.2
CONSENTS OF
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO AUTOMOTIVE INC.
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 24,
2000, included in Tenneco Automotive Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1999.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 28, 2000
<PAGE> 1
EXHIBIT 24.1
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd
day of February, 2000.
/s/ MARK ANDREWS
--------------------------------------
Mark Andrews
<PAGE> 2
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd
day of February, 2000.
/s/ M. KATHRYN EICKHOFF
--------------------------------------
M. Kathryn Eickhoff
<PAGE> 3
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 9th
day of February, 2000.
/s/ DANA G. MEAD
--------------------------------------
Dana G. Mead
<PAGE> 4
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th
day of February, 2000.
/s/ DAVID PLASTOW
--------------------------------------
Sir David Plastow
<PAGE> 5
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
17th day of February, 2000.
/s/ ROGER B. PORTER
--------------------------------------
Roger B. Porter
<PAGE> 6
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 2nd
day of February, 2000.
/s/ DAVID B. PRICE, JR.
--------------------------------------
David B. Price, Jr.
<PAGE> 7
TENNECO AUTOMOTIVE INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Automotive Inc.,
does hereby appoint Timothy R. Donovan, Mark A. McCollum and Kenneth R.
Trammell, and each of them, severally, his true and lawful attorneys, or
attorney, to execute in his name, place and stead, in his capacity as a Director
of said Company, Registration Statements on Form S-8 for the registration of
shares of Tenneco Automotive Inc. common stock and interests under, if
applicable: (1) the Pactiv Corporation Thrift Plan, formerly known as the
Tenneco Thrift Plan, and the Pactiv Corporation Thrift Plan for Hourly
Employees, formerly known as the Tenneco Thrift Plan for Hourly Employees, (2)
the Tenneco Automotive Stock Ownership Plan for Hourly Employees and the Tenneco
Automotive Stock Ownership Plan for Salaried Employees, and (3) the Tenneco
Automotive Inc. Supplemental Stock Ownership Plan, and any and all amendments
and post-effective amendments to said Registration Statements, and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other said attorneys, and
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of February, 2000.
/s/ PAUL T. STECKO
--------------------------------------
Paul T. Stecko
