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): MARCH 13, 2002
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12387 76-0515284
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File 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.
On March 12, 2002, Tenneco Automotive Inc. announced that it had reached
agreement with its senior lenders to amend various provisions of its senior
credit facility. The amendments will relax the financial ratios under the
facility for each quarter of 2002 through 2004. The following table shows the
revised financial ratios for 2002 through 2004.
2002 2003 2004
---------------------- ---------------------- ------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Leverage Ratio
- ---------------
Prior Covenant 3.75 3.75 3.75 3.75 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50
Revised Covenant 5.75 5.75 5.75 5.75 5.75 5.50 5.25 5.00 4.75 4.50 4.25 4.00
Interest Coverage Ratio
- ------------------------
Prior Covenant 2.20 2.20 2.20 2.50 2.75 2.75 2.75 2.75 3.00 3.00 3.00 3.00
Revised Covenant 1.60 1.65 1.65 1.65 1.65 1.75 1.80 1.95 2.10 2.20 2.25 2.35
Fixed Charge Coverage Ratio
- ---------------------------
Prior Covenant 1.25 1.25 1.25 1.25 1.50 1.50 1.50 1.50 1.75 1.75 1.75 1.75
Revised Covenant 0.75 0.70 0.70 0.75 0.80 0.90 0.95 1.00 1.15 1.25 1.35 1.45
The amendments also allow the company to exclude up to $60 million of cash
charges and expenses, before taxes, related to potential future cost reduction
initiatives from the calculation of the company's financial covenant ratios.
They also permit the company, if it determines to pursue any of these
transactions in the future, to execute exchanges of its senior subordinated
bonds for shares of its common stock, as well as enter into possible sale/lease
back transactions covering up to $200 million of assets. Proceeds from any
sale/lease back transactions would be used to prepay the tranche A, B and C term
loans under the senior credit facility on a pro rata basis. These prepayments
would offset, dollar for dollar, the next scheduled principal amortization
installments on these term loans.
In exchange for these amendments, the company agreed to limit capital
expenditures to $150 million annually through 2004; reduce the size of its
revolving credit facility by 10% to $450 million; and increase interest rates on
the senior term loans and on borrowings under the revolving credit facility by
0.25 percentage points. The company also agreed to pay each lender that approved
the amendment a fee equal to 0.25 percent of that lender's commitment under the
senior credit facility.
A copy of the press release announcing the amendment of the company's
senior credit facility, as well as the text of the amendment agreement, is filed
as an exhibit to this Form 8-K report, and is incorporated herein by reference.
-1-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit
Number Description
4.1 Third Amendment to Credit Agreement, dated as of March 13,
2002, by and among Tenneco Automotive Inc., JPMorgan Chase
Bank as administrative agent and the lenders named therein.
99.1 Press Release, dated March 12, 2002, announcing the amendment
of the Tenneco Automotive senior credit facility.
-2-
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: March 14, 2002 By: /s/ Mark A. McCollum
------------------------------------
Mark A. McCollum
Senior Vice President and Chief Financial Officer
-3-
EXHIBIT INDEX
Exhibit
Number Description
4.1 Third Amendment to Credit Agreement, dated as of March 13,
2002, by and among Tenneco Automotive Inc., JPMorgan Chase
Bank as administrative agent and the lenders named therein.
99.1 Press Release, dated March 12, 2002, announcing the amendment
of the Tenneco Automotive senior credit facility.
-4-