Amended Current Report Filing (8-k/a)
March 02 2020 - 9:30AM
Edgar (US Regulatory)
TENNECO INC IL true 0001024725 0001024725 2020-02-20 2020-02-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2020
TENNECO INC.
(Exact name of registrant as specified in its 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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☐
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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 ☐
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. ☐
Explanatory Note
On February 20, 2020, Tenneco Inc. (the “Company”) filed a Current Report on Form 8-K to report under Item 2.02 the announcement of its fourth quarter and full year 2019 results of operations and furnished a copy of the press release announcing such results as Exhibit 99.1 thereto (the “Original Form 8-K”). The Company is filing this Amendment No. 1 on Form 8-K/A to furnish a press release announcing that the Company is updating certain fourth quarter and full year 2019 results and reconciling the financial results disclosed in the Original Form 8-K to the final results included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
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Item 2.02
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Results of Operations and Financial Condition.
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On March 2, 2020, Tenneco Inc. announced that, in conjunction with the completion of the Company’s financial statements for the year ended December 31, 2019, it is updating certain fourth quarter and full year 2019 results. Exhibit 99.1 to this Current Report on Form 8-K/A presents the Company’s press release, including a reconciliation of the financial results disclosed on February 20, 2020 to the final results included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as released by the Company on March 2, 2020, and such Exhibit is incorporated herein by reference.
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: March 2, 2020
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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 and Corporate Secretary
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