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): June 19, 2006
TENNECO 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 8.01 OTHER EVENTS
On June 19, 2006, Tenneco Inc. announced that it has won new aftermarket
business from 13 aftermarket customers in North America, expected to generate
approximately $8 million in revenue annually. Initial orders are expected to
generate $4 million in revenue in the second quarter of 2006. The company's
targeted sales efforts have established new long-term relationships with
customers for its ride control, exhaust and brake products. Tenneco expects to
record charges associated with changing over these new customers of
approximately $6 million in the second quarter of 2006.
Tenneco also announced that the company estimates it will record pre-tax
restructuring and restructuring related charges of approximately $15 million for
projects to improve the company's distribution and manufacturing operations
globally. The company estimates it will record approximately $8 million of the
charges during the second quarter of 2006 and an additional $7 million over the
next four quarters. The company estimates these actions will result in annual
savings of approximately $10 million when completed.
The second quarter restructuring costs are for restructuring activities taking
place at approximately 20 locations worldwide, aimed at improving efficiency,
reducing costs and sizing operations to better reflect local market conditions.
The restructuring charges include an estimated $4 million for severance costs
and other benefits related to employee layoffs and $4 million for other
restructuring and related costs including closing plants, plant relocations and
asset impairments. Tenneco estimates that approximately 80% of these charges
will be paid in cash. The company also estimates that roughly $7 million of the
annual savings are the result of efficiency improvements and cost reductions and
$3 million driven by activities to size operations to local market conditions.
The locations with the greatest impact include headcount reductions at the
company's Adelaide, Australia operations to reflect lower OE production in
Australia; consolidation at its Etain, France facility; closing of the Sterling
Heights, Michigan just-in-time facility; discontinuation of the company's
Martorell, Spain just-in-time operations; consolidation and sale of the
company's Harrisonburg, Virginia aftermarket distribution center; and the
continued integration of Tenneco's recent acquisition of the Gabilan exhaust
manufacturing company.
Tenneco will conduct any workforce reductions in compliance with all legal and
contractual requirements including obligations to consult with workers'
councils, union representatives and others.
A copy of the company's press release is attached hereto as exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press release issued June 19, 2006
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 INC.
Date: June 19, 2006 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Executive Vice President and
Chief Financial Officer