EXHIBIT 99.1
news release [TENNECO AUTOMOTIVE LOGO]
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 AMENDS OFFER TO PURCHASE
11-5/8% SENIOR SUBORDINATED NOTES DUE 2009
Lake Forest, Illinois, May 20, 2004 - Tenneco Automotive (NYSE: TEN)
announced today that the company is amending its previously announced
cash tender offer and consent solicitation to now seek approximately
$130,000,000 aggregate principal amount of its 11 5/8 percent Senior
Subordinated Notes due 2009 (CUSIP Number 880349AA3), rather than the
full outstanding $500,000,000 of these notes previously sought.
Tenneco Automotive intends to reduce the company's leverage and
interest expense by purchasing, pro rata, notes validly tendered under
the amended offer with the net proceeds of its pending equity offering.
As previously announced, the company had been considering a concurrent
private placement of new senior subordinated notes that would have
permitted the company to complete the original tender offer for
$500,000,000 of notes. The company determined that currently, given
recent volatility in the bond markets, the pricing of the new senior
subordinated notes is not sufficiently attractive in light of the
company's intended use of the proceeds. As originally contemplated, the
company may proceed with a private placement if the pricing and other
terms available to it become attractive, or may pursue other
refinancing of all or any portion of the notes that remain outstanding.
The original tender offer included a solicitation of noteholders'
consents to proposed amendments to the indenture under which the notes
were issued. Because the amended tender offer will be for less than a
majority of the outstanding notes, it will not include a consent
solicitation and, as a result, those proposed amendments to the
indenture will not become effective in connection with this
transaction.
The amended tender offer will expire at 12:00 midnight, New York City
time, on Thursday, June 3, 2004, unless extended or earlier terminated,
and is expected to settle on June 4, 2004. Holders who tendered notes
pursuant to the original tender offer and consent solicitation may
withdraw their notes up to the amended expiration time.
-More-
Noteholders who have validly tendered and not withdrawn their notes
before the amended offer expires will receive as payment for the notes
$1,093.40 per $1,000 principal amount of notes, plus accrued and unpaid
interest up to, but not including, the date of payment for the notes.
The amended offer is subject to meeting certain conditions, including
the receipt of financing on terms acceptable to Tenneco Automotive in
an amount sufficient to complete the offer. The terms of the amended
offer are described in Tenneco Automotive's Offer to Purchase
Supplement, dated May 20, 2004, which may be obtained from Global
Bondholder Services, at (866) 873-7700 (US toll-free) or (212)
430-3774.
Tenneco Automotive has engaged Banc of America Securities LLC and J.P.
Morgan Securities Inc. to act as dealer managers in connection with the
offer. Questions regarding the offer 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, High Yield
Capital Markets, at 212-270-9153.
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 is being made solely by the Offer to Purchase
Supplement, dated May 20, 2004, which amends and supplements the
company's 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. 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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