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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW TENNECO INC.
(to be renamed Tenneco Inc.)
(Exact name of registrant as specified in its charter)
DELAWARE 76-0515284
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1275 KING STREET, GREENWICH, CT 06831
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(Address of principal executive office) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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$300,000,000 Aggregate Principal New York Stock Exchange
Amount of 6.70% Notes due December
15, 2005
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$300,000,000 Aggregate Principal New York Stock Exchange
Amount of 7.45% Debentures due
December 15, 2025
$500,000,000 Aggregate Principal New York Stock Exchange
Amount of 8.075% Notes due October
1, 2002
$250,000,000 Aggregate Principal New York Stock Exchange
Amount of 8.20% Notes due November
15, 1999
$150,000,000 Aggregate Principal New York Stock Exchange
Amount of 9.20% Debentures due
November 15, 2012
$200,000,000 Aggregate Principal New York Stock Exchange
Amount of 10.075% Notes due
February 1, 2001
$250,000,000 Aggregate Principal New York Stock Exchange
Amount of 10.20% Debentures due
March 15, 2008
(Regular Way and When Issued)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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The information called for by this item is incorporated herein by
reference to information set forth under the caption "Description of the New
Securities" in the Registrant's Prospectus and Consent Solicitation (the
"Prospectus") included in the Registrant's Registration Statement on Form S-4
(File No. 333-14003), filed October 11, 1996 with the Securities and Exchange
Commission (the "Commission"), as amended, pursuant to the Securities Act of
1933, as amended (the "Securities Act"), as amended by the form of the
Prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b)
under the Securities Act. Such Prospectus is incorporated herein by reference.
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Item 2. Exhibits
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Exhibit No. Description of Exhibit
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1. Certificate of Incorporation of the Registrant, as currently in
effect (incorporated herein by reference from Exhibit 3.1 of
Registrant's Registration Statement on Form S-4, File No.
333-14003).
2. Form of Restated Certificate of Incorporation of the Registrant
to be adopted by the Registrant (incorporated herein by reference
from Exhibit 3.2 of Registrant's Registration Statement on
Form S-4, File No. 333-14003).
3. By-laws of the Registrant as currently in effect (incorporated
herein by reference from Exhibit 3.3 of Registrant's Registration
Statement on Form S-4, File No. 333-14003).
4. Form of Amended and Restated By-laws to be adopted by the
Registrant (incorporated herein by reference from Exhibit 3.4 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
5. Indenture, dated as of November 1, 1996, between the Registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.1 of Registrant's Registration Statement
on Form S-4, File No. 333-14003).
6. Form of First Supplemental Indenture between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 10.20%
Debentures due March 15, 2008, including the form of Debenture
certificate (incorporated herein by reference from Exhibit 4.2 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
7. Form of Second Supplemental Indenture between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 6.70%
Notes due December 15, 2005, including the form of Note
certificate (incorporated herein by reference from Exhibit 4.3 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
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8. Form of Third Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 7.45%
Debentures due December 15, 2025, including the form of Debenture
certificate (incorporated herein by reference from Exhibit 4.4 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
9. Form of Fourth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 9.20%
Debentures due November 15, 2012, including the form of Debenture
certificate (incorporated herein by reference from Exhibit 4.5 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
10. Form of Fifth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 8.075%
Notes due October 1, 2002, including the form of Note certificate
(incorporated herein by reference from Exhibit 4.6 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
11. Form of Sixth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 8.20%
Notes due November 15, 1999, including the form of Note
certificate (incorporated herein by reference from Exhibit 4.7 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
12. Form of Seventh Supplemental Indenture, between the Registrant
and The Chase Manhattan Bank, as Trustee, relating to the 10.075%
Notes due February 1, 2001, including the form of Note
certificate (incorporated herein by reference from Exhibit 4.8 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
13. Form of Global Certificate representing the 10.20% Debentures
due March 15, 2008 (incorporated herein by reference from
Exhibit 4.9 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
14. Form of Global Certificate representing the 6.70% Notes due
December 15, 2005 (incorporated herein by reference from Exhibit
4.10 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
15. Form of Global Certificate representing the 7.45% Debentures
due December 15, 2025 (incorporated herein by reference from
Exhibit 4.11 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
16. Form of Global Certificate representing the 9.20% Debentures
due November 15, 2012 (incorporated herein by reference from
Exhibit 4.12 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
17. Form of Global Certificate representing the 8.075% Notes due
October 1, 2002 (incorporated herein by reference from Exhibit
4.13 of Registrant's Registration Statement on Form S-4, File
No. 333-14003).
18. Form of Global Certificate representing the 8.20% Notes due
November 15, 1999 (incorporated herein by reference from Exhibit
4.14 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
19. Form of Global Certificate representing the 10.075% Notes due
February 1, 2001 (incorporated herein by reference from Exhibit
4.15 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
New Tenneco Inc.
By: /s/ Dana G. Mead
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Dana G. Mead
Chairman
Dated: November 7, 1996
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
Exhibit No. Description of Exhibit
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1. Certificate of Incorporation of the Registrant, as currently in
effect (incorporated herein by reference from Exhibit 3.1 of
Registrant's Registration Statement on Form S-4, File No.
333-14003).
2. Form of Restated Certificate of Incorporation of the Registrant
to be adopted by the Registrant (incorporated herein by reference
from Exhibit 3.2 of Registrant's Registration Statement on
Form S-4, File No. 333-14003).
3. By-laws of the Registrant as currently in effect (incorporated
herein by reference from Exhibit 3.3 of Registrant's Registration
Statement on Form S-4, File No. 333-14003).
4. Form of Amended and Restated By-laws to be adopted by the
Registrant (incorporated herein by reference from Exhibit 3.4 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
5. Indenture, dated as of November 1, 1996, between the Registrant
and The Chase Manhattan Bank, as Trustee (incorporated herein by
reference from Exhibit 4.1 of Registrant's Registration Statement
on Form S-4, File No. 333-14003).
6. Form of First Supplemental Indenture between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 10.20%
Debentures due March 15, 2008, including the form of Debenture
certificate (incorporated herein by reference from Exhibit 4.2 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
7. Form of Second Supplemental Indenture between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 6.70%
Notes due December 15, 2005, including the form of Note
certificate (incorporated herein by reference from Exhibit 4.3 of
Registrant's Registration Statement on Form S-4, File No. 333-
14003).
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8. Form of Third Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 7.45%
Debentures due December 15, 2025 (incorporated herein by
reference from Exhibit 4.4 of Registrant's Registration Statement
on Form S-4, File No. 333-14003).
9. Form of Fourth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 9.20%
Debentures due November 15, 2012 (incorporated herein by
reference from Exhibit 4.5 of Registrant's Registration Statement
on Form S-4, File No. 333-14003).
10. Form of Fifth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 8.075%
Notes due October 1, 2002 (incorporated herein by reference from
Exhibit 4.6 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
11. Form of Sixth Supplemental Indenture, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to the 8.20% Notes
due November 15, 1999 (incorporated herein by reference from
Exhibit 4.7 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
12. Form of Seventh Supplemental Indenture, between the Registrant
and The Chase Manhattan Bank, as Trustee, relating to the 10.075%
Notes due February 1, 2001 (incorporated herein by reference from
Exhibit 4.8 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
13. Form of Global Certificate representing the 10.20% Debentures
due March 15, 2008. (incorporated herein by reference from
Exhibit 4.9 of Registrant's Registration Statement on Form S-4,
File No. 333-14003).
14. Form of Global Certificate representing the 6.70% Notes due
December 15, 2005. (incorporated herein by reference from Exhibit
4.10 of Registrant's Registration Statementon Form S-4, File No.
333-14003).
15. Form of Global Certificate representing the 7.45% Debentures due
December 15, 2025. (incorporated herein by reference from Exhibit
4.11 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
16. Form of Global Certificate representing the 9.20% Debentures due
November 15, 2012. (incorporated herein by reference from Exhibit
4.12 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
17. Form of Global Certificate representing the 8.075% Notes due
October 1, 2002. (incorporated herein by reference from Exhibit
4.13 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
18. Form of Global Certificate representing the 8.20% Notes due
November 15, 1999. (incorporated herein by reference from Exhibit
4.14 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
19. Form of Global Certificate representing the 10.075% Notes due
February 1, 2001. (incorporated herein by reference from Exhibit
4.15 of Registrant's Registration Statement on Form S-4, File No.
333-14003).
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