UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 10, 2011 (February 10, 2011)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)		1-12387 (Commission File Number)		76-0515284 (IRS Employer Identification No.)

500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS (Address of Principal Executive Offices)		60045 (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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 8.01		OTHER EVENTS.

On February 10, 2011, Tenneco Inc. (“Tenneco”) commenced an offer to exchange up to $500 million principal amount of 6⅞% Senior Notes due 2020, which have been registered under the Securities Act of 1933, for and in replacement of all outstanding 6⅞% Senior Notes due 2020, which were issued on December 23, 2010 in a private placement.

The offer is being made pursuant to the terms and conditions included in the company’s Prospectus dated February 10, 2011. The terms of the new notes are substantially identical to the terms of the notes for which they are being exchanged, except that the transfer restrictions and registration rights applicable to the original notes generally do not apply to the new notes.

The exchange offer will expire at 5:00 p.m., New York City time, on March 11, 2011, unless extended by Tenneco.

Copies of the prospectus and other information relating to this exchange offer, including transmittal materials, may be obtained from the exchange agent, The Bank of New York Mellon Corporate Trust Operations, 480 Washington Boulevard—27^th Floor, Reorganization Unit, Jersey City, New Jersey 07310, Attn: Carolle Montreuil.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Tenneco Inc. nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

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.