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EXHIBIT 99.2
TENNECO AUTOMOTIVE INC.
(FORMERLY KNOWN AS TENNECO INC.)
OFFER TO EXCHANGE
11 5/8% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B,
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ALL ISSUED AND OUTSTANDING
11 5/8% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Tenneco Automotive Inc., formerly known as Tenneco 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 11 5/8% Senior
Subordinated Notes due 2009, Series B (the "New 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 11 5/8%
Senior Subordinated Notes due 2009, Series A (the "Outstanding Notes"). The
Outstanding Notes were issued on October 14, 1999 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
Outstanding Notes in order to satisfy certain obligations of the Company
contained in the Registration Rights Agreement, dated as of October 14, 1999,
among the Company, the guarantors named therein, Salomon Smith Barney Inc. and
the other initial purchasers named therein. The New Notes are substantially
identical to the Outstanding Notes, except that the transfer restrictions and
registration rights applicable to the Outstanding Notes generally do not apply
to the New Notes. See "The Exchange Offer" in the Prospectus.
We are requesting that you contact your clients for whom you hold
Outstanding Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Outstanding Notes registered in
your name or in the name of your nominee, or who hold Outstanding 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 Outstanding Notes are not immediately
available, (b) time will not permit the certificates for the Outstanding
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 Outstanding 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, 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"). OUTSTANDING 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 Outstanding 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 Outstanding Notes by sending the certificates for the
Outstanding 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, as Exchange Agent, at one of the
addresses listed in the Prospectus under the caption "The Exchange
Offer -- Exchange Agent"; or
- tender the Outstanding Notes by using the book-entry procedures described
in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering" and transmitting a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, or an Agent's
Message (as defined below) instead of the Letter of Transmittal, to the
Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Outstanding
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of the Outstanding Notes into
the Exchange Agent's account at The Depository Trust Company prior to the
Expiration Time. The term "Agent's Message" means a message, transmitted by The
Depository Trust Company and received by the Exchange Agent and forming a part
of the Book-Entry Confirmation, which states that The Depository Trust Company
has received an express acknowledgment from the tendering holder of Outstanding
Notes that the holder has received and has agreed to be bound by the Letter of
Transmittal.
If a registered holder of Outstanding Notes wishes to tender the
Outstanding Notes in the Exchange Offer, but (a) the certificates for the
Outstanding Notes are not immediately available, (b) time will not permit the
certificates for the Outstanding 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 Outstanding
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 Outstanding 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 Outstanding 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, 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