<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 21, 1997
----------------
TENNECO INC.
(Exact name of registrant specified in its charter)
DELAWARE 1-12387 76-0515284
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 863-1000
----------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On March 21, 1997, Tenneco Inc. (the "Company") entered into a definitive
agreement to purchase the protective and flexible packaging division of NV
Koninklijke KNP BT, a Dutch distribution, paper and packaging firm, for
approximately $375 million. The acquisition is expected to close by the end of
April, subject to, among other things, European Union regulatory approval. A
copy of the News Release issued by the Company on March 24, 1997 concerning its
signing of the definitive agreement is attached as an Exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99 NEWS RELEASE issued March 24, 1997 by Tenneco Inc.
announcing that Tenneco Inc. signed a definitive
agreement to purchase the protective and flexible
packaging division of NV Koninklijke KNP BT for
approximately $375 million.
-2-
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 News Release issued March 24, 1997 by Tenneco Inc.
announcing that Tenneco Inc. signed a definitive
agreement to purchase the protective and flexible
packaging division of NV Koninklijke KNP BT for
approximately $375 million.
<PAGE> 4
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.
TENNECO INC.
DATE: March 27, 1997 By: /s/ Karl A. Stewart
---------------------
Karl A. Stewart
Vice President and Secretary
-3-
<PAGE> 1
EXHIBIT 99
[TENNECO LOGO]
NEWS RELEASE
Contact: Warren Hazelton, Tenneco Packaging, 847-492-6968
Mike Bazinet, 203-863-1073
TENNECO ACQUIRES PROTECTIVE AND FLEXIBLE PACKAGING
OPERATIONS OF KNP BT FOR $375 MILLION (USD)
GREENWICH, Conn., March 24, 1997 - Tenneco announced today that it has
signed a definitive agreement to purchase the protective and flexible packaging
division of NV Koninklijke KNP BT (KNP BT), a Dutch distribution, paper and
packaging firm, for approximately USD $375 million. The business will be part
of Tenneco Packaging.
The acquisition consists of a protective packaging business with
operations in Europe and North America and a European flexible packaging
business. The combined operations accounted for $542 million (USD) in 1996
sales and employ approximately 3,000 worldwide.
"With this purchase, we more than double Tenneco Packaging's sales in
Europe and we establish a significant presence in two additional growth
segments of the packaging business," said Dana G. Mead, chairman and CEO of
Tenneco. "This acquisition came at the right price, is an excellent strategic
fit, and will immediately contribute to net income. It also helps offset the
cyclicality inherent in the containerboard portion of our packaging business."
The acquisition is expected to close by the end of April, subject to
European Union regulatory approval.
"Acquiring this part of KNP BT makes us a leader in protective
packaging in both the U.S. and Europe and positions us for global growth
serving such major industries as health care, electronics and auto parts," said
Paul T. Stecko, chief operating officer, Tenneco. "Protective packaging will be
a primary growth platform for Tenneco Packaging. This is great news for our
customers, both in the U.S. and in Europe, because it broadens our already
diverse product line and enables us to offer them an even wider range of
packaging solutions."
The protective packaging unit's products include air-cushion plastic
packaging, polyethylene foam sheets and planks, paper-based cushioning
materials and padded mailers. The flexible packaging group produces printed
plastic and paper packaging for detergents, hygienic paper products and food,
as well as medical packaging.
Tenneco's new European protective packaging operations are located in
the Netherlands, Belgium, Germany, France and Poland, with two facilities each
in Italy and the UK. The unit includes the North American subsidiary
Astro-Valcour Inc. (AVI) with nine locations in the U.S. and one in Canada.
There are four flexible packaging operations in Germany and one in Egypt. (See
attached map)
-more-
<PAGE> 2
-2-
In the last two years, Tenneco has made approximately $1.6 billion in
specialty packaging acquisitions, having purchased the Mobil Plastics operation
in 1995, Amoco Foam Products in 1996, and Delyn Plastics and Penlea in the UK,
also in 1995.
Tenneco Packaging is one of the world's leading manufacturers of
packaging and related products. The company's paperboard businesses focus on
value-added corrugated packaging, folding cartons and containerboard, as well as
specialty products such as point-of-purchase displays and kraft honeycomb
products. Its specialty businesses are market leaders in food containers and
packaging made from aluminum foil, clear plastic, polystyrene foam, molded fiber
and pressed paperboard, as well as polyethylene bags and industrial stretch
wrap. Consumer products include Hefty(R) trash bags, Hefty OneZip(R) and
Baggies(R) food storage bags, E-Z Foil(R) single-use cookware and Diamond(R)
tableware.
Tenneco is a $7 billion global manufacturing company headquartered in
Greenwich, Conn., with 45,000 employees worldwide. The company also has
significant automotive parts manufacturing operations and is one of the world's
leading producers and marketers of ride control products and exhaust systems,
which carry the Monroe(R) and Walker(R) brand names.
* * *
Tenneco press releases, stock quotes and additional information about the
company are available 24 hours a day, seven days a week through Company News
on Call, a service of PR Newswire. To access via the Internet, go to:
http://www.prnewswire.com/cnoc. Press releases are also available at no charge
via fax: Dial 1-800-758-5805 and input extension 113062.
<PAGE> 3
[EUROPEAN MAP]
INTERNATIONAL LOCATIONS
---------------------------------
* PROTECTIVE: KNP PLASTIC PACKAGING DIVISION
- 8 manufacturing
locations in 7 Employees: 3,000
countries
- 11 distribution centers Annual Sales: $542 million(US)
in UK
- - FLEXIBLE: PROTECTIVE PACKAGING PRODUCTS:
- 4 manufacturing Air-cushion plastic packaging
locations in Germany polyethylene foam sheets and
- 1 manufacturing planks paper-based cushioning
location in Egypt materials, padded mailers.
FLEXIBLE PACKAGING PRODUCTS
Printed plastic and paper
packaging for detergents,
hygienic paper products, food
and medical packaging.
---------------------------------
DOMESTIC LOCATIONS [ US MAP]
PROTECTIVE PACKAGING:
- 10 manufacturing locations
- 5 warehouse facilities
- Headquarters in Glens Falls, NY
