SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MAY 16, 2002
TENNECO AUTOMOTIVE INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12387 76-0515284
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) 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
Tenneco Automotive Inc. (the "Company") hereby amends Items 4 and 7 of its
Current Report on Form 8-K, as originally filed with the Securities and Exchange
Commission on May 17, 2002, as amended on August 7, 2002, to read in their
entireties as follows:
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Upon the recommendation of its Audit Committee, the Board of Directors
of Tenneco Automotive Inc. (the "Company") approved the engagement of Deloitte &
Touche LLP ("Deloitte & Touche") as the Company's independent auditors for the
fiscal year ending December 31, 2002, effective as of May 16, 2002. Deloitte &
Touche replaces the firm of Arthur Andersen LLP ("Andersen"), which was
dismissed as independent auditors of the Company effective May 16, 2002.
In addition, the Commission received from Andersen a letter dated June
17, 2002 indicating that its client-auditor relationship had ceased with respect
to the Tenneco Automotive Employee Stock Ownership Plan for Salaried Employees
and the Tenneco Automotive Employee Stock Ownership Plan for Hourly Employees
(collectively, the "Plans"). At that time, the Benefits Committee of the Company
has not yet dismissed Andersen as independent auditors of the Plans.
Subsequently, however, both the Benefits Committee and the Audit Committee of
the Company approved the dismissal of Andersen with respect to the Plans and the
engagement of Deloitte & Touche as independent auditors of the Plans for the
year ending December 31, 2002.
Andersen's reports on the Company's and Plans' financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
During each of the Company's and the Plans' last two fiscal years ended
December 31, 2001, and during the interim period since the end of the last
fiscal year, there were no disagreements with Andersen on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Andersen,
would have caused Andersen to make reference to the matter in their report. The
Company has requested Andersen to furnish it a letter addressed to the SEC
stating whether it agrees with the above statements. A copy of that letter with
respect to the Company, dated May 17, 2002 is filed as Exhibit 16.1 to this Form
8-K. The Company has used reasonable efforts to obtain such a letter with
respect to the Plans, but has been advised by Andersen that Andersen no longer
provides such letters.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit
Number Description
*16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountants of the Company.
*Previously filed.
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: September 30, 2002
By: /s/ Mark A. McCollum
---------------------------
Mark A. McCollum
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
*16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountants of the Company.
*Previously filed.
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