UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-12387
TENNECO INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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76-0515284
(I.R.S. Employer
Identification No.) |
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500 North Field Drive
Lake Forest, IL
(Address of principal executive offices)
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60045
(Zip Code) |
Registrant’s telephone number, including area code: (847) 482-5000
Securities registered pursuant to Section 12(b) of the Act:
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Name of each Exchange |
| Title of each class |
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on which registered |
| Common Stock, par value $.01 per share
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New York and Chicago Stock Exchanges |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
Note — Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those
Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.
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| Class of Common Equity and Number of Shares |
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| held by Non-affiliates at June 30, 2009 |
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Market Value held by Non-affiliates* |
| Common Stock, 45,373,857 shares
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$480,962,884 |
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Based upon the closing sale price on the New York Stock Exchange Composite Tape for the
Common Stock on June 30, 2009. |
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT’S CLASSES OF COMMON STOCK,
AS OF THE LATEST PRACTICABLE DATE. Common Stock, par value $.01 per share, 59,459,360 shares
outstanding as of February 22, 2010.
Documents Incorporated by Reference:
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Part of the Form 10-K |
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into which incorporated |
Portions of Tenneco Inc.’s Definitive Proxy
Statement for the Annual Meeting of Stockholders
to be held May 12, 2010
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Part III |
EXPLANATORY NOTE
Tenneco Inc. (the “Company”) is filing this Form 10-K/A to refile the signatures to
its Annual Report on Form 10-K for the year ended December 31, 2009 that was originally filed on
February 26, 2010 (the “Original Annual Report”), in response to comments received from the
Securities and Exchange Commission (the “SEC”) regarding the signature page to the Original
Annual Report as part of the SEC’s comment letter dated September 28, 2010. In addition, as
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated
certifications by the Company’s principal executive officer and principal financial officer are
being provided as exhibits to this Form 10-K/A.
The Original Annual Report has been revised solely to reflect the changes above. This Form
10-K/A speaks only as of the date the Original Annual Report was filed, and the Company has not
undertaken herein to amend, supplement or update any information contained in the Original Annual
Report to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in
conjunction with the Original Annual Report and the Company’s other reports filed with the SEC
subsequent to the filing of the Original Annual Report, including any amendments to those filings.