UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 7, 2005
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission (I.R.S. Employer of
incorporation or organization) File Number) Incorporation 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On March 7, 2005, Tenneco Automotive Inc. amended certain of its
existing benefit plans, and adopted certain new benefit plans, in which its
executive officers and, in certain cases, directors participate or will
participate. Prior to these actions, the company had maintained the Tenneco
Automotive Inc. Supplemental Executive Compensation Plan ("SERP"), Key Executive
Pension Plan ("KEPP") and Deferred Compensation Plan ("DC Plan"), each of which
has been filed as an exhibit to the company's periodic reports under the
Securities Exchange Act of 1934. The company amended the SERP, KEPP and DC Plan
to "freeze" these plans with respect to participation, contributions and
deferrals as of December 31, 2004. At the same time, the company adopted the
Tenneco Automotive Inc. Supplemental Retirement Plan, Supplemental Pension Plan
for Management and Incentive Deferral Plan. The company took these actions so
that the participants under these plans could avoid negative tax implications
that would have resulted from the passage of the American Jobs Creation Act of
2004 and its creation of Internal Revenue Code Section 409A. The new plans do
not change the benefit levels that participants are entitled to receive. The
Supplemental Retirement Plan provides retirement benefits with respect to
certain employees that are equal to the retirement benefits lost under the
company's pension plan for salaried employees as a result of the imposition of
limitations included in the Internal Revenue Code of 1986. The Supplemental
Pension Plan for Management provides further retirement benefits for a select
group of key employees. The Incentive Deferral Plan provides directors and
certain employees with the opportunity to defer compensation received by them
from the company.
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 11, 2005 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Senior Vice President and
Chief Financial Officer