TENNECO INC /DE, S-8, 1997-05-16

TENNECO INC /DE
S-8, 1997-05-16
FARM MACHINERY & EQUIPMENT

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(Exact name of registrant as specified in its charter)

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<S> <C>
DELAWARE ISSUER:
76-0515284
(State or other jurisdiction (I.R.S.
of Employer
incorporation or organization) Identification
No.)
</TABLE>

1275 KING STREET
GREENWICH, CONNECTICUT 06831
(Address of Principal Executive Offices) (Zip Code)
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TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
TENNECO THRIFT PLAN
(Full Title of the Plans)

KARL A. STEWART
VICE PRESIDENT AND SECRETARY
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)
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE*
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share (including associated
rights)............................ 395,000 shares $41.94 $16,566,300 $5,021
</TABLE>

* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low
prices of the Company's Common Stock as reported on the New York Stock
Exchange on May 9, 1997.
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In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

Pursuant to Rule 429, the Prospectus which relates to shares of Common Stock
registered pursuant to this Registration Statement also relates to the 528,100
shares of Common Stock registered pursuant to Registration Statement No.
333-17487.

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This Registration Statement covers (i) 95,000 additional shares of Common
Stock, par value $.01 per share, and the associated preferred share purchase
rights attached thereto (the "Common Stock") of Tenneco Inc. (the "Company"),
which may be offered or sold from time to time pursuant to the Tenneco Thrift
Plan for Hourly Employees ("Hourly Thrift Plan") and (ii) 300,000 additional
shares of Common Stock, which may be offered or sold from time to time pursuant
to the Tenneco Thrift Plan ("Salaried Thrift Plan"). The Company previously
registered the issuance of (i) 62,000 shares of Common Stock in connection with
the Hourly Thrift Plan, (ii) 400,000 shares of Common Stock in connection with
the Salaried Thrift Plan, (iii) 64,000 shares of Common Stock in connection with
the Tenneco Packaging 401(k) Savings Plan and (iv) 2,100 shares of Common Stock
in connection with the Tenneco 401(k) Savings Plan for Chippewa Falls on its
Registration Statement on Form S-8 (Registration No. 333-17487) as filed with
the Securities and Exchange Commission on December 11, 1996. This Registration
Statement also covers an indeterminate amount of interests to be offered or sold
under the Hourly Thrift Plan and the Salaried Thrift Plan. The contents of
Registration Statement No. 333-17487 are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:

(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1996;

(b) The Company's Current Reports on Form 8-K dated March 27, 1997, April
25, 1997 and April 29, 1997 and its Current Report on Form 8-K/A dated
February 24, 1997;

(d) The description of the Common Stock included in the Company's
Registration Statement on Form 10, Registration No. 1-12387, originally
filed with the Commission on October 30, 1996, as amended; and

(e) The Annual Report for the fiscal year ended December 31, 1995 for the
Salaried Thrift Plan on Form 11-K filed with the Commission by the
Company (File No. 1-9864).

In addition to the foregoing, all documents subsequently filed by the
Company, the Hourly Thrift Plan or the Salaried Thrift Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of 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 shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters regarding the Common Stock offered hereby will be
passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. As of April 30, 1997, Mr. Tetzlaff beneficially owned 87,623 shares of
Common Stock (including options to purchase 44,118 shares of

1
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Common Stock, which options were either exercisable as of such date or
exercisable within 60 days of such date).

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this Registration Statement:

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<C> <C> <S>
*4.1 -- Restated Certificate of Incorporation of the Company.

*4.2 -- Amended and Restated By-laws of the Company.

*4.3 -- Rights Agreement, dated as of December 11, 1996, by and between Tenneco
Inc. (formerly New Tenneco Inc.) and First Chicago Trust Company of New
York, as Rights Agent.

**4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common Stock.

5.1 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of the Common
Stock being registered.

15 -- None.

23.1 -- Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5).

23.2 -- Consents of Arthur Andersen LLP.

24.1 -- Powers of Attorney of the following Directors of the Company: 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.

99 -- None.
</TABLE>

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* Incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.

** Incorporated by reference to the Company's Registration Statement on Form 10,
File No. 1-12387, originally filed with the Commission on October 30, 1996,
as amended.

The Company will submit or has submitted the Hourly Thrift Plan and the
Salaried Thrift Plan, and hereby undertakes to submit any amendments thereto, to
the Internal Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to qualify said Hourly
Thrift Plan and Salaried Thrift Plan.

2
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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 16th
day of May, 1997.

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<S> <C> <C>
TENNECO INC.

By /s/ DANA G. MEAD
-----------------------------------------
Dana G. Mead
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>

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 dates indicated.

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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
/s/ DANA G. MEAD
- ------------------------------ Principal Executive May 16, 1997
Dana G. Mead Officer and Director

/s/ ROBERT T. BLAKELY
- ------------------------------ Principal Financial and May 16, 1997
Robert T. Blakely Accounting Officer

Mark Andrews, W. Michael Directors
Blumenthal, M. Kathryn
Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton
K. Johnson, John B. McCoy, Sir
David Plastow, William L.
Weiss, Clifton R. Wharton, Jr.
</TABLE>

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<S> <C> <C> <C>
By: /s/ THEODORE R.
TETZLAFF
------------------------- May 16, 1997
Theodore R. Tetzlaff
ATTORNEY-IN-FACT
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SIGNATURES

THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under each of the Tenneco Thrift Plan for Hourly Employees
and the Tenneco Thrift Plan 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 16th day of May, 1997.

TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
TENNECO THRIFT PLAN

By /s/ DANA G. MEAD
-----------------------------------------
Dana G. Mead
CHAIRMAN OF TENNECO INC.
BENEFITS COMMITTEE
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EXHIBIT INDEX

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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
*4.1 -- Restated Certificate of Incorporation of the Company.

*4.2 -- Amended and Restated By-laws of the Company.

*4.3 -- Rights Agreement, dated as of December 11, 1996, by and between Tenneco Inc. (formerly New Tenneco Inc.)
and First Chicago Trust Company of New York, as Rights Agent.

**4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common Stock.

5.1 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of the Common Stock being registered.

15 -- None.

23.1 -- Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5).

23.2 -- Consents of Arthur Andersen LLP.

24.1 -- Powers of Attorney of the following Directors of the Company: 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.

99 -- None.
</TABLE>

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* Incorporated by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.

** Incorporated by reference to the Company's Registration Statement on Form 10,
File No. 1-12387, originally filed with the Commission on October 30, 1996,
as amended.

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EXHIBIT 5.1

May 16, 1997

Tenneco Inc.
1275 King Street
Greenwich, CT 06831

Re: Tenneco Thrift Plan for Hourly Employees and Tenneco Thrift Plan

Ladies and Gentlemen:

As General Counsel of Tenneco Inc., a Delaware corporation (the "Company"),
I have acted as counsel to 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 395,000 additional shares of common stock, par value $.01 per
share, including the associated preferred share purchase rights ( the "Shares")
of the Company which may from time to time be offered or sold by the Company in
connection with the Tenneco Thrift Plan for Hourly Employees and the Tenneco
Thrift Plan (collectively, 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 to me as originals. I have also assumed the conformity of originals of
all documents submitted to me as copies.

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

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EXHIBIT 23.2

CONSENTS OF
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 17, 1997,
included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996.

ARTHUR ANDERSEN LLP

Houston, Texas
May 16, 1997

INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO THRIFT PLAN

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 29, 1996,
included in the Annual Report of the Tenneco Thrift Plan on Form 11-K for the
year ended December 31, 1995.

ARTHUR ANDERSEN LLP

Houston, Texas
May 16, 1997

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EXHIBIT 24.1

TENNECO INC.
POWER OF ATTORNEY

The undersigned, in his capacity as a Director of 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, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, 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.