SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TENNECO INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE SHARES OF COMMON STOCK, $.01 PAR VALUE
(Title of Class Securities)
880349105
(CUSIP Number of Class of Securities Underlying Options to Purchase Common
Stock)
David Wardell
Senior Vice President, General Counsel and Corporate Secretary
Tenneco, Inc.
500 North Field Drive
Lake Forest, IL 60045
(847) 482-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing
Persons)
With a copy to:
Jodi A. Simala
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, IL 60606-4637
(312) 782-0600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$2,416,541 $74.19
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 99,324 shares of common stock of Tenneco
Inc. having an aggregate value of $2,194,403 as of September 14, 2007 will
be accepted for amendment pursuant to offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $67.37 Filing Party: Tenneco Inc.
Form or Registration No.: SC TO-I File No. 005-49743
Date Filed: September 25, 2007
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO (the
"Statement") relating to an offer (the "Offer") by Tenneco Inc., a Delaware
corporation (the "Company"), to amend certain options (the "Eligible Options")
to purchase shares of the Company's common stock which were granted under the
Company's Amended and Restated 2002 Long-Term Incentive Plan that: (i) have
exercise prices per share that were less than the fair market value per share of
the common stock underlying the option on the option's measurement date for
financial accounting purposes, (ii) were unvested, either in whole or in part,
as of December 31, 2004, and (iii) are outstanding (unexercised) as of the last
date on which the Offer remains open for acceptance. Eligible employees are
those employees of the Company or one of its subsidiaries as of the expiration
date of the Offer who are subject to United States federal income taxes. The
Offer is not being made to any of the Company's current or former executive
officers or directors.
Extension of Offer
Throughout the Statement, Exhibit (a)(1)(a) to the Statement (Offer to
Amend Certain Options), Exhibit (a)(1)(c) to the Statement (Election Form),
Exhibit (a)(1)(d) to the Statement (Withdrawal Form), Exhibit (a)(1)(g) to the
Statement (Forms of Reminder E-Mail to Eligible Employees) and Exhibit (a)(1)(h)
to the Statement (Form of Amendment to Stock Option Agreements) all references
to the expiration date of the offer, which was originally October 22, 2007, are
amended to extend the expiration date of the offer until 11:59 p.m., Eastern
Time, November 15, 2007. Until that time, if you have previously elected to
accept this offer with respect to your eligible options, you may withdraw that
election with respect to all of these options.
Except as amended herein, all other terms of the Statement filed on
September 25, 2007 and amended on October 3, 2007 shall remain the same.
Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(m) (Supplement to Offer To Amend Certain Options) and Exhibit
99.(a)(l)(n) (Form of Email Announcing Supplement to Offer to Amend Certain
Options).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.
TENNECO INC.
/s/ David Wardell
Name: David Wardell
Title: Senior Vice President, General Counsel and Corporate Secretary
Date: October 18, 2007
INDEX TO EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding Exhibit
99.(a)(l)(m) (Supplement to Offer To Amend Certain Options) and Exhibit
99.(a)(l)(n) (Form of Email Announcing Supplement to Offer to Amend Certain
Options).