EXHIBIT 99.3
TENNECO AUTOMOTIVE INC.
OFFER TO EXCHANGE
8 5/8% SENIOR SUBORDINATED NOTES DUE 2014, SERIES B,
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ALL ISSUED AND OUTSTANDING
8 5/8% SENIOR SUBORDINATED NOTES DUE 2014,
SERIES A, ISSUED ON NOVEMBER 19, 2004
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Tenneco Automotive Inc. (the "Company"), is offering, subject to the terms
and conditions set forth in the Prospectus, dated (the "Prospectus"),
to exchange (the "Exchange Offer") an aggregate principal amount of up to
$500,000,000 of the Company's 8 5/8% Senior Subordinated Notes due 2014, Series
B (the "Exchange Notes") which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of the
Company's issued and outstanding 8 5/8% Senior Subordinated Notes due 2014,
Series A, issued on November 19, 2004 (the "Old Notes"). The Old Notes were
issued on November 19, 2004 in offerings under Rule 144A and Regulation S of the
Securities Act that were not registered under the Securities Act. The Exchange
Offer is being extended to all holders of the Old Notes in order to satisfy
certain obligations of the Company contained in the Registration Rights
Agreement, dated as of November 19, 2004, among the Company, the guarantors
named therein, and the initial purchasers named therein, represented by Banc of
America Securities LLC. The Exchange Notes are substantially identical to the
Old Notes, except that the transfer restrictions and registration rights
applicable to the Old Notes generally do not apply to the Exchange Notes. See
the section titled "The Exchange Offer" in the Prospectus.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated ;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if (a) certificates for the Old Notes are not immediately available, (b)
time will not permit the certificates for the Old Notes or other required
documents to reach the Exchange Agent before the expiration of the Exchange
Offer or (c) the procedure for book-entry transfer cannot be completed prior
to the expiration of the Exchange Offer;
4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining the clients' instructions with respect to the
Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to The Bank of New York Trust Company, N.A.,
the Exchange Agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , UNLESS THE EXCHANGE OFFER IS EXTENDED
(AS IT MAY BE EXTENDED, THE "EXPIRATION TIME"). OLD NOTES TENDERED PURSUANT TO
THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION TIME.
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Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures," the holder must do one of the following prior to the Expiration
Time to participate in the Exchange Offer:
- tender the Old Notes by sending the certificates for the Old Notes, in
proper form for transfer, a properly completed and duly executed
Letter of Transmittal, with any required signature guarantees, and all
other documents required by the Letter of Transmittal, to The Bank of
New York Trust Company, N.A., as Exchange Agent, at one of the
addresses listed in the Prospectus under the caption "The Exchange
Offer -- Exchange Agent"; or
- tender the Old Notes by using the book-entry transfer procedures
described in the Prospectus under the caption "The Exchange
Offer -- Procedures for Tendering the Old Notes" and transmitting a
properly completed and duly executed Letter of Transmittal, with any
required signature guarantees and other documents, or an Agent's
Message (as defined below) instead of the Letter of Transmittal, to
The Bank of New York Trust Company, N.A., as Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of the Old Notes into the
Exchange Agent's account at The Depository Trust Company ("DTC") prior to the
Expiration Time. The term "Agent's Message" means a message transmitted by The
Depository Trust Company, received by the exchange agent and forming part of the
book-entry confirmation, to the effect that: (1) The Depository Trust Company
has received an express acknowledgement from a participant in its Automated
Tender Offer Program that is tendering old notes that are the subject of such
book-entry confirmation; (2) such participant has received and agrees to be
bound by the terms of the Prospectus and the Letter of Transmittal (or, in the
case of an Agent's Message relating to guaranteed delivery, that such
participant has received and agrees to be bound by the Notice of Guaranteed
Delivery); and (3) the agreement may be enforced against such participant.
If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the Expiration Time, or
(c) the procedure for book-entry transfer cannot be completed before the
Expiration Time, a tender of Old Notes may be effected by following the
guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks, trust companies and other nominees for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related documents
to the beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes in the Exchange Offer, except as set
forth in Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York Trust Company, N.A., the Exchange Agent for the Exchange Offer, at
its address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
TENNECO AUTOMOTIVE INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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