EXHIBIT 99.1
news release (TENNECO AUTOMOTIVE LOGO)
For immediate release
Contacts: Jane Ostrander
Media Relations
847 482-5607
jane.ostrander@tenneco-automotive.com
Leslie Hunziker
Investor Relations
847 482-5042
leslie.hunziker@tenneco-automotive.com
TENNECO AUTOMOTIVE ANNOUNCES RECEIPT OF REQUISITE CONSENTS
TO AMEND INDENTURE GOVERNING THE
11-5/8% SENIOR SUBORDINATED NOTES DUE 2009
Lake Forest, Illinois, May 13, 2004 - Tenneco Automotive (NYSE: TEN) announced
today, pursuant to its previously announced tender offer and consent
solicitation (the "Offer") for any and all of its $500,000,000 aggregate
principal amount of 11-5/8% Senior Subordinated Notes due 2009, CUSIP Number
880349AA3 (the "Notes"), that it has received the requisite consents to adopt
the proposed amendments to the indenture governing the Notes. Adoption of the
proposed amendments required the consent of holders of at least a majority of
the aggregate principal amount of the outstanding Notes under the indenture. The
proposed amendments will eliminate substantially all of the restrictive
covenants and certain events of default in the indenture and the Notes.
The Company, the Guarantors and the Bank of New York, in its capacity as Trustee
under the indenture, executed the supplemental indenture adopting the proposed
amendments on May 13, 2004. The provisions of the supplemental indenture will
not become operative until Tenneco Automotive accepts for payment Notes tendered
pursuant to the Offer that represent at least a majority of the aggregate
principal amount of Notes outstanding under the indenture, at which time the
provisions of the supplemental indenture automatically become operative. Once
the provisions become operative they will be binding upon the holders of the
Notes, including holders who do not tender their Notes in the Offer.
Tenneco Automotive has engaged Banc of America Securities LLC and J.P. Morgan
Securities Inc. to act as co-dealer managers in connection with the tender offer
and solicitation agents in connection with the consent solicitation. Questions
regarding the tender offer or consent solicitation may be directed to Banc of
America Securities LLC, High Yield Special Products, at 888-292-0070 (US
toll-free) or 212-847-5834 or J.P. Morgan Securities, Inc., High Yield Capital
Markets, at 212-270-9153. The terms of the Offer are described in Tenneco
Automotive's Offer to Purchase and Consent Solicitation Statement, dated April
30, 2004, which may be obtained from Global Bondholder Services, at (866)
873-7700 (US toll-free) or (212) 430-3774.
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This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any securities. The Offer
and consent solicitation is being made solely by the Offer to Purchase and
Consent Solicitation Statement dated April 30, 2004.
COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS
Tenneco Automotive is a $3.8 billion manufacturing company with headquarters in
Lake Forest, Illinois and approximately 19,200 employees worldwide. Tenneco
Automotive is one of the world's largest designers, manufacturers and marketers
of emission control and ride control products and systems for the automotive
original equipment market and the aftermarket. Tenneco Automotive markets its
products principally under the Monroe(R), Walker(R), Gillet(R) and
Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe
Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R)
mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer
noise, vibration and harshness control components.
The disclosures herein include statements that are "forward looking" within the
meaning of federal securities law concerning Tenneco Automotive's offer and
consent solicitation. These forward-looking statements generally can be
identified by phrases such as "will," "conditioned" or other words or phrases of
similar import. The company's ability to complete the transactions is subject to
market conditions and other risks and uncertainties that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements.
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