UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 26, 2006
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction (Commission File (I.R.S. Employer of
of incorporation Number) Incorporation
or organization) 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
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 26, 2006, Tenneco Inc. announced its fourth quarter 2005 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
December 31, 2004 and 2005, as released by the company on January 26, 2006, 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 fourth quarter of 2005, as well as other
matters that may impact the company's outlook.
ITEM 8.01 OTHER EVENTS
The company also announced that its Board of Directors has scheduled the
company's annual meeting of stockholders for Tuesday, May 9, 2006 at 10:00 a.m.
CDT. The meeting will be held at the company's headquarters, 500 North Field
Drive, Lake Forest, Illinois. The record date for stockholders to vote is March
14, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press release issued January 26, 2006
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 INC.
Date: January 25, 2006 By: /s/ Kenneth R. Trammell
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Kenneth R. Trammell
Executive Vice President and
Chief Financial Officer