<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
REGISTRATION NO.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
NEW TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(TO BE RENAMED TENNECO INC.)
DELAWARE ISSUER: 76-0515284
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
TENNECO INC. BOARD OF DIRECTORS
RESTRICTED STOCK PROGRAM
AND
TENNECO INC. BOARD OF DIRECTORS
RESTRICTED STOCK AND
RESTRICTED UNIT PROGRAM
(FULL TITLE OF THE PLANS)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
NEW TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (203) 863-1000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share
(including associated
Rights)............... 62,000 shares $14.44* $895,280* $272*
- ---------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act") based on the book value of the Registrant's
Common Stock computed as of September 30, 1996, the latest practicable date
prior to the filing date of this Registration Statement.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form 10 (the "Form 10 Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") by New
Tenneco Inc. (the "Company") (File No. 1-12387), as amended, is incorporated
by reference into this Registration Statement on Form S-8.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by Theodore R. Tetzlaff, General Counsel of
Tenneco Inc. ("Tenneco"). Mr. Tetzlaff beneficially owns 75,970 shares of
Common Stock of Tenneco (including options to purchase 38,000 shares of
Tenneco Common Stock, which options are either presently exercisable or
exercisable within 60 days). Upon consummation of the distribution of shares
of Common Stock of the Company as described in the Form 10 Registration
Statement (the "Distribution"), Mr. Tetzlaff will beneficially own 37,970
shares of Company Common Stock and will hold options to purchase shares of
Company Common Stock in a number calculated pursuant to a formula described in
the Form 10 Registration Statement, a portion of which options would then be
exercisable or exercisable within 60 days of such date.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors,
officers, employees, and agents. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaws,
agreement, vote of stockholders or otherwise.
II-1
<PAGE>
The Restated Certificate of Incorporation to be adopted by the Company prior
to the consummation of the Distribution (the "Certificate") provides that a
director of the Company will not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as the same exists or may thereafter be amended. Based on the
DGCL as presently in effect, a director of the Company will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for
any transactions from which the director derived an improper personal benefit.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of the Company only if he or
she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.
The Amended and Restated By-laws to be adopted by the Company prior to the
consummation of the Distribution (the "By-laws") provide that the Company will
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may thereafter be amended, any person (an
"Indemnitee") who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that
he, or a person for whom he is the legal representative, is or was a director
or officer of the Company or, while a director or officer of the Company, is
or was serving at the request of the Company as a director, officer, employee
or agent of another Company or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Indemnitee. The By-laws also
provide that, notwithstanding the foregoing, but except as described in the
second following paragraph, the Company will be required to indemnify an
Indemnitee in connection with a proceeding (or part thereof) commenced by such
Indemnitee only if the commencement of such proceeding (or part thereof) by
the Indemnitee was authorized by the Company's Board of Directors.
The By-laws further provide that the Company will pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition; provided, however, that, to
the extent required by law, such payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under the
relevant section of the By-laws or otherwise.
Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have
or thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another Company, partnership, joint venture,
trust, enterprise or nonprofit entity will be reduced by any amount such
Indemnitee may collect as indemnification or advancement of expenses from such
other Company, partnership, joint venture, trust, enterprise or nonprofit
enterprise and (iii)
II-2
<PAGE>
hat any repeal or modification of the relevant provisions of the By-laws will
not adversely affect any right or protection thereunder of any Indemnitee in
respect of any act or omission occurring prior to the time of such repeal or
modification.
The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and
as authorized by appropriate corporate action.
The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provisions, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
*4.1 --Form of Restated Certificate of Incorporation (Exhibit 3.2 to Registration No.
1-12387).
*4.2 --Form of Amended and Restated By-laws (Exhibit 3.4 to Registration No. 1-
12387).
*4.3 --Form of Rights Agreement between New Tenneco Inc. and First Chicago Trust
Company of New York, as Rights Agent (Exhibit 4.2 to Registration No. 1-12387).
5 --Opinion of Theodore R. Tetzlaff, Esq. regarding Company Common Stock.
23.1 --Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5).
23.2 --Consent of Arthur Andersen LLP.
23.3 --Consent of Ernst & Young LLP.
24 --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M. Kathryn
Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B.
McCoy, Sir David Plastow, William L. Weiss and Clifton R. Wharton, Jr.
</TABLE>
Exhibits incorporated by reference to a prior filing are designated by an
asterisk(*).
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
II-3
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company, pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. INCORPORATION BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. COMMISSION POSITION ON INDEMNIFICATION.
The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF GREENWICH, STATE OF CONNECTICUT, ON THIS 6TH DAY OF
DECEMBER, 1996.
NEW TENNECO INC.
/s/ Dana G. Mead
By___________________________________
Dana G. Mead
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dana G. Mead Principal Executive Officer December 6, 1996
- ------------------------------------ and Director
Dana G. Mead
/s/ Robert T. Blakely Principal Financial and December 6, 1996
- ------------------------------------ Accounting Officer
Robert T. Blakely
</TABLE>
[CAPTION]
<TABLE>
<S> <C> <C>
Mark Andrews, W. Michael Blumenthal, Directors
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K.
Johnson, John B. McCoy, David Plastow,
William L. Weiss, Clifton R.
Wharton, Jr.
/s/ Karl A. Stewart December 6, 1996
By_____________________________
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT 5
THEODORE R. TETZLAFF Tenneco
General Counsel 1275 King Street
Greenwich, Connecticut 06831
LOGO
December 6, 1996
New Tenneco Inc.
1275 King Street
Greenwich, CT 06831
Re: Tenneco Inc. Board of Directors Restricted Stock Program and Tenneco
Inc. Board of Directors Restricted Stock and Restricted Unit Program
(collectively, the "Plans")
Ladies and Gentlemen:
As General Counsel of Tenneco Inc. ("Tenneco"), I have acted as counsel to
New Tenneco Inc. (the "Company") in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed under the Securities
Act of 1933, as amended (the "Act"), on or about the date of this letter to
register shares of common stock, par value $.01 per share (including
associated rights) (the "Shares"), of the Company which may from time to time
be offered and sold by the Company in connection with the Plans.
I am familiar with the Registration Statements and the Exhibits thereto. I,
or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or advisable for the purpose of
rendering this opinion. As to questions of fact relevant to this opinion, I
have relied upon certificates or written statements from officers and other
appropriate representatives of the Company and its subsidiaries or public
officials. In all such examinations I have assumed the genuineness of all
signatures, the authority to sign and the authenticity of all documents
submitted as originals. I have also assumed the conformity of originals of all
documents submitted as copies, and that all components of the Transaction (as
such term is defined in the Joint Proxy Statement-Prospectus of Tenneco and El
Paso Natural Gas Company, dated November 4, 1996) are consummated as
contemplated in such Joint Proxy Statement-Prospectus.
Based upon and subject to the foregoing, I am of the opinion that the Shares
that will be originally issued under the Plans have been duly authorized and,
when issued pursuant to and in accordance with the Plans, will be legally
issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and to
the filing, as an exhibit to the Registration Statement, of this opinion. In
giving this consent, I do not hereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Theodore R. Tetzlaff
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated August 19, 1996,
included in New Tenneco Inc.'s Registration Statement on Form 10, as amended,
and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Houston, Texas
December 9, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Tenneco Inc. Board of Directors Restricted Stock
Program and Tenneco Inc. Board of Directors Restricted Stock and Restricted
Unit Program of New Tenneco Inc. of our report dated August 9, 1996 with
respect to the combined financial statements of Mobil Plastics Division of
Mobil Oil Corporation for the period December 29, 1994 to November 17, 1995
and the year ended December 28, 1994 included in the New Tenneco Inc.
Registration Statement on Form 10, as amended.
Ernst & Young LLP
Buffalo, New York
December 9, 1996
<PAGE>
EXHIBIT 24
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa
Falls, (v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the
power to act hereunder with or without the other of said attorneys, and shall
have full power and authority to do and perform, in the name and on behalf of
the undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Mark Andrews
-------------------------------------
Mark Andrews
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the power
to act hereunder with or without the other of said attorneys, and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ W. Michael Blumenthal
-------------------------------------
W. Michael Blumenthal
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program, and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the power
to act hereunder with or without the other of said attorneys, and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ M. Kathryn Eickhoff
-------------------------------------
M. Kathryn Eickhoff
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the power
to act hereunder with or without the other of said attorneys, and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Peter T. Flawn
-------------------------------------
Peter T. Flawn
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the power
to act hereunder with or without the other of said attorneys, and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Henry U. Harris, Jr.
-------------------------------------
Henry U. Harris, Jr.
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statements, and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have the power
to act hereunder with or without the other of said attorneys, and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 5th
day of December, A.D. 1996.
/s/ Belton K. Johnson
-------------------------------------
Belton K. Johnson
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statement(s), and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other of said attorneys,
and shall have full power and authority to do and perform, in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 5th
day of December, A.D. 1996.
/s/ John B. McCoy
-------------------------------------
John B. McCoy
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statement(s), and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other of said attorneys,
and shall have full power and authority to do and perform, in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ David Plastow
-------------------------------------
Sir David Plastow
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statement(s), and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other of said attorneys,
and shall have full power and authority to do and perform, in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ William L. Weiss
-------------------------------------
William L. Weiss
<PAGE>
NEW TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of New Tenneco Inc., does
hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them,
severally, his true and lawful attorneys, or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-8 for the registration of (i) the Tenneco
Thrift Plan for Hourly Employees, (ii) Tenneco Packaging 401(k) Savings Plan,
(iii) Tenneco Thrift Plan, (iv) Tenneco 401(k) Savings Plan for Chippewa Falls,
(v) 1996 Tenneco Inc. Stock Ownership Plan, (vi) Tenneco Inc. Board of
Directors Restricted Stock Program, and (vii) Tenneco Inc. Board of Directors
Restricted Stock and Restricted Unit Program and any and all amendments and
post-effective amendments to said Registration Statement(s), and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have the power to act hereunder with or without the other of said attorneys,
and shall have full power and authority to do and perform, in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Clifton R. Wharton, Jr.
-------------------------------------
Clifton R. Wharton, Jr.
