SC 13G/A 1 ten-13g02.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Delete if this is an original filing Under the Securities Exchange Act of 1934 Tenneco Automotive Inc (Name of Issuer) Common (Title of Class of Securities) 880349105 (CUSIP Number) 12/31/02 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-a(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out or a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 880349105 SCHEDULE 13G Page 2 of 7 1 Name of Reporting Person Kestrel Investment Management Corporation IRS Identification No. of Above Person 94-3173193 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 1,411,800 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,500,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,500,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 3.6% 12 Type of Reporting Person* CO, IA CUSIP No. 880349105 SCHEDULE 13G Page 3 of 7 1 Name of Reporting Person David J. Steirman IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 1,411,800 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,500,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,500,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 3.6% 12 Type of Reporting Person* IN CUSIP No. 880349105 SCHEDULE 13G Page 4 of 7 1 Name of Reporting Person Abbott J. Keller IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 1,411,800 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,500,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,500,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 3.6% 12 Type of Reporting Person* IN CUSIP No. 880349105 SCHEDULE 13G Page 5 of 7 Item 1(a). Name of Issuer. Tenneco Automotive Inc Item 1(b). Address of Issuer's Principal Executive Offices. 500 North Field Drive Lake Forest, IL 60045 Item 2(a). Names of Persons Filing. Kestrel Investment Management Corporation, David J. Steirman and Abbott J. Keller. Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of Kestrel Investment Management Corporation, David J. Steirman and Abbott J. Keller is 411 Borel Avenue, Suite 403, San Mateo, CA 94402. Item 2(c). Citizenship. Kestrel Investment Management Corporation is a California corporation, David J. Steirman and Abbott J. Keller are citizens of the United States of America. Item 2(d). Title of Class of Securities. Common Item 2(e). CUSIP Number. 880349105 Item 3. Type of Reporting Person. Kestrel Investment Management Corporation is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. David J. Steirman and Abbott J. Keller are the sole shareholders of Kestrel Investment Management Corporation. Item 4. Ownership. Reference is made hereby made to Items 5-9 and 11 of pages two (2), three (3) and four (4) of this Schedule G, which Items are incorporated by reference herein. CUSIP No. 880349105 SCHEDULE 13G Page 6 of 7 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, each of the undersigned certifies that, to the best of their respective knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. CUSIP No. 880349105 SCHEDULE 13G Page 7 of 7 Signature After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: DAVID J. STEIRMAN /s/ David J. Steirman ________________________ David J. Steirman DATED: ABBOTT J. KELLER /s/ ABBOTT J. KELLER ________________________ Abbott J. Keller DATED: KESTREL INVESTMENT MANAGEMENT CORPORATION /s/ David J. Steirman ________________________ By: David J. Steirman Its: President