Current Report Filing (8-k)
August 06 2019 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 6, 2019
TENNECO INC.
(Exact Name of Registrant as Specified
in Charter)
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Delaware
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1-12387
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76-0515284
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS
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60045
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Voting Common Stock, par value $0.01 per share
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TEN
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02
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Results of Operations and Financial Condition
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On August 6, 2019, Tenneco Inc. announced
its second quarter 2019 results of operations. Exhibit 99.1 to this Current Report on Form 8-K presents the company’s press
release, including the company’s consolidated statements of income, balance sheets and statements of cash flows for the periods
ended June 30, 2018 and 2019, as released by the company on August 6, 2019, and such Exhibit is incorporated herein by reference.
Exhibit 99.1 also includes information regarding the company’s scheduled conference call to discuss the company’s results
of operations for the second quarter of 2019, as well as other matters that may impact the company’s outlook, including the
plan to separate its businesses to form two new, independent companies, an Aftermarket and Ride Performance company as well as
a new Powertrain Technology company.
The information furnished under Item 2.02,
including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. The information in this Form 8-K shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly
set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits
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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.
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TENNECO INC.
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Date: August 6, 2019
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By:
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/s/ Brandon B. Smith
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Brandon B. Smith
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Senior Vice President, General Counsel
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and Corporate Secretary
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