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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
Date of report (Date of earliest event reported): DECEMBER 11, 1996
TENNECO INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-12387 76-0515284
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1275 KING STREET, GREENWICH, CONNECTICUT 06831
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(Address of Principal Executive Offices) (Zip Code)
(203) 863-1000
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(Registrant's telephone number, including area code)
NEW TENNECO INC.
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(Former Name or Former Address, if Changed Since Last Report)
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Tenneco Inc., formerly known as New Tenneco Inc. (the "Registrant"), submits the
following information:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 1996, pursuant to a Distribution Agreement (the
"Distribution Agreement"), dated as of November 1, 1996, among the Registrant,
El Paso Tennessee Pipeline Co., formerly known as Tenneco Inc. ("Old Tenneco"),
and Newport News Shipbuilding Inc., formerly known as Tenneco InterAmerica Inc.
("Newport News"): (i) Old Tenneco and its subsidiaries completed various
intercompany transfers and distributions designed to restructure, divide and
separate their then existing businesses and assets so the assets, liabilities
and operations of (A) the automotive parts, packaging and administrative
services businesses (the "Industrial Business") are owned, directly and
indirectly, by the Registrant, and (B) the shipbuilding businesses are owned,
directly and indirectly, by Newport News; and (ii) Old Tenneco distributed (the
"Distributions") pro rata to holders of Old Tenneco's common stock, par value
$5.00 per share, all of the outstanding common stock, $.01 par value per share,
of the Registrant and all of the outstanding common stock, $.01 par value per
share, of Newport News.
The Distributions and the other transactions contemplated by the
Distribution Agreement are more fully described in the Registrant's Registration
Statement on Form 10, as amended, as filed with Securities and Exchange
Commission (the "Form 10 Registration Statement").
ITEM 5. OTHER EVENTS.
The Registrant was incorporated in the State of Delaware in August 1996 for
the purpose of owning and operating the Industrial Business after the
consummation of the Distributions and the other transactions contemplated by the
Distribution Agreement. The Registrant was originally incorporated under the
name "New Tenneco Inc.," but changed its name to "Tenneco Inc." immediately
after the consummation of the Distributions. Pursuant to the restructuring of
Old Tenneco's indebtedness for money borrowed in connection with the
transactions contemplated by the Distribution Agreement, on December 11, 1996,
the Registrant issued debt securities in the aggregate principal amount of
approximately $1.86 billion in exchange for certain debt securities (the "Old
Tenneco Debt Securities") of Old Tenneco (the "Debt Exchange"). Upon
consummation of the Debt Exchange, Old Tenneco purchased for cash and
subsequently extinguished the Old Tenneco Debt Securities then held by the
Registrant (which cash was then distributed by the Registrant to Old Tenneco).
For additional information concerning the Distributions and the transactions
contemplated thereby, see Item 2, above. The Debt Exchange is more fully
described in the Registrant's Registration Statement on Form S-4, as amended, as
filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements
relating to the businesses acquired required by Item 7 of Form 8-K were
previously reported in the Form 10 Registration Statement and the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996
as filed with the Securities and Exchange Commission.
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(b) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information with
respect to the businesses acquired was previously reported in the Form 10
Registration Statement as filed with the Securities and Exchange Commission. Pro
forma financial statements as of September 30, 1996 and for the nine months then
ended for the businesses acquired will be filed on or before February 24, 1997,
as an amendment to this report.
(c) EXHIBITS. The following is filed herewith. The exhibit number
corresponds with Item 601 of Regulation S-K.
Exhibit No. Description
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2 Distribution Agreement (the "Distribution
Agreement"), dated as of November 1, 1996, by
and among the Registrant, Old Tenneco and
Newport News (incorporated herein by reference
to Exhibit 2 to the Registrant's Registration
Statement on Form 10, dated November 6, 1996,
File No. 1-12387).
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SIGNATURE
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 thereunto duly authorized.
TENNECO, INC.
Dated: December 26, 1996 By: /s/ MARK A. McCOLLUM
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Mark A. McCollum
Vice President and Controller
