<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
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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<C> <C>
DELAWARE 76-0515284
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<C> <C>
TIMOTHY R. DONOVAN, ESQ. GERARD M. MEISTRELL, ESQ.
JENNER & BLOCK CAHILL GORDON & REINDEL
ONE IBM PLAZA 80 PINE STREET
CHICAGO, ILLINOIS 60611 NEW YORK, NEW YORK 10005
(312) 222-9350 (212) 701-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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======================================================================================================================
AMOUNT PROPOSED PROPOSED
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT* OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.................. $700,000,000 100%* $700,000,000 $212,122
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED , 1997
$700,000,000
DEBT SECURITIES
TENNECO INC.
Tenneco Inc. (the "Company") directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, may sell from
time to time up to $700,000,000 aggregate principal amount (or its equivalent)
of its debt securities (the "Securities") on terms to be determined at the time
of sale. The specific designation, aggregate principal amount, maturities, rate
(or method of calculation) and time of payment of interest, purchase price, any
terms for redemption, the agent, dealer or underwriter, if any, in connection
with the sale of the Securities in respect of which this Prospectus is being
delivered and the other terms of the Securities are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"). The Company
reserves the sole right to accept and, together with its agents from time to
time, to reject in whole or in part any proposed purchase of Securities to be
made directly or through agents.
If an agent of the Company or a dealer or underwriter is involved in the
sale of the Securities in respect of which this Prospectus is being delivered,
the agent's commission, dealer's purchase price, or underwriter's discount is
set forth in, or may be calculated from, the Prospectus Supplement, and the net
proceeds to the Company from such sale will be the purchase price of such
Securities less such commission in the case of an agent, the purchase price of
such Securities in the case of a dealer or the public offering price less such
discount in the case of an underwriter, and less, in each case, the other
attributable issuance expenses. The aggregate proceeds to the Company from all
the Securities will be the purchase price of Securities sold less the aggregate
of agents' commissions and underwriters' discounts and other expenses of
issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
, 1997
<PAGE> 3
TABLE OF CONTENTS
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PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 3
Tenneco Inc. ............................................... 3
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Description of Securities................................... 4
Plan of Distribution........................................ 9
Legal Opinions.............................................. 10
Experts..................................................... 10
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy and information statements and other information with the
Securities and Exchange Commission ("Commission"). Reports, proxy and
information statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at regional offices of the Commission at the following
addresses: Seven World Trade Center, 13th Floor, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, or may be accessed electronically on the Commission's website
(at http://www.sec.gov). Such reports, proxy and information statements and
other information can also be inspected at the offices of: the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock
Exchange, Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605; and
The Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco,
California 94104.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the information that has been incorporated by reference in the Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates). Requests for such copies should
be directed to Mr. Karl A. Stewart, Vice President and Secretary, Tenneco Inc.,
1275 King Street, Greenwich, Connecticut 06831, telephone number (203) 863-1000.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement and the exhibits thereto, which may be obtained
from the Commission in the manner set forth above. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated as of their respective dates in this Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(b) Amended Current Report on Form 8-K/A dated February 24, 1997; and
(d) Current Report on Form 8-K dated March 27, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(e), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering hereunder shall be deemed incorporated in this
Prospectus by reference and to be a part of this Prospectus from the date of the
filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that 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 Prospectus.
TENNECO INC.
Tenneco Inc. ("Tenneco") is a holding company conducting all of its
operations through subsidiaries. As used herein, unless the context otherwise
requires the term the "Company" refers to Tenneco and its consolidated
subsidiaries.
The major businesses of the Company are the manufacture and sale of
automotive exhaust system parts and ride control products, and the manufacture
and sale of packaging materials, cartons, containers and specialty packaging
products.
Because Tenneco is a holding company rather than an operating company, its
ability to pay principal and interest on its outstanding indebtedness depends
primarily upon the availability of funds from its operating subsidiaries.
The address of the Company, a Delaware corporation, is 1275 King Street,
Greenwich, Connecticut 06831, and its telephone number is (203) 863-1000.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, the net proceeds
from the sale of the Securities will be added to the general funds of the
Company and will be used for working capital and capital expenditures or to
reduce indebtedness incurred for such purposes and to refinance long term debt
maturing over the next several years and to refinance short term debt incurred
to acquire businesses and assets. Any additional funds required for any of the
foregoing purposes may be derived from internal sources, additional borrowings
or other financial arrangements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of earnings to fixed
charges for Tenneco and its consolidated subsidiaries, calculated based on
results from continuing operations, for each of the periods indicated:
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<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.......................... 2.31 2.77 3.22 2.87 3.43
==== ==== ==== ==== ====
</TABLE>
3
<PAGE> 5
DESCRIPTION OF SECURITIES
The Securities are to be issued pursuant to the provisions of an indenture
(hereinafter called the "Indenture") dated as of November 1, 1996 between the
Company, then known as New Tenneco Inc., and The Chase Manhattan Bank, as
Trustee (hereinafter called the "Trustee"). The following statements are
summaries of certain provisions contained in the Indenture, a copy of which is
filed as an exhibit to the registration statement of which this Prospectus is a
part. They do not purport to be complete statements of all the terms and
provisions of the Indenture, and reference is made to the Indenture for full and
complete statements of such terms and provisions. As used under this caption,
the term "Debt Securities" means all evidences of indebtedness for money
borrowed which have been or may be issued under the Indenture and will include
the Securities if and when issued.
GENERAL
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series as from time to time authorized by
Tenneco. The Debt Securities are and will be unsubordinated and unsecured
obligations of Tenneco and will rank pari passu with other unsubordinated and
unsecured obligations of Tenneco (including trade payables). Claims of holders
of Debt Securities, including the Securities, will be effectively subordinated
to the claims of holders of the debt (including trade payables) of Tenneco's
subsidiaries with respect to the assets of such subsidiaries. At December 31,
1996, Tenneco had approximately $2,215 million ($2,079 million face amount), and
Tenneco's subsidiaries had approximately $88 million ($110 million face amount),
of total short-term and long-term debt (excluding trade payables and
intercompany debt), respectively.
The Indenture does not limit the amount of other indebtedness or securities
which may be issued by the Company, although the issuance, assumption or
guarantee of indebtedness secured by certain property is subject to the
restrictions described under "-- Certain Covenants of Tenneco." There are no
provisions of the Indenture which will afford holders of the Securities
protection in the event of a highly leveraged transaction involving the Company.
The Prospectus Supplement sets forth the following terms of the Securities
in respect of which this Prospectus is delivered: (i) the designation of such
Securities; (ii) the aggregate principal amount of such Securities; (iii) the
percentage of principal amount at which such Securities will be issued; (iv) the
date or dates on which such Securities will mature; (v) the rate or rates, if
any, per annum (which may be fixed or variable) at which such Securities will
bear interest or the method of determining such rate or rates; (vi) the times at
which such interest, if any, will be payable; (vii) the date, if any, after
which such Securities may be redeemed, or any applicable sinking fund
requirements, and the redemption price or prices; (viii) the currency in which
the Securities will be denominated (if other than U.S. dollars); and (ix) any
other special terms.
CERTAIN COVENANTS OF TENNECO
Negative Pledge. If Tenneco or any Restricted Subsidiary (as defined below)
shall issue, assume, incur or guarantee any Debt (as defined below) secured by a
Mortgage (as defined below) on any Principal Manufacturing Property (as defined
below) of Tenneco or any Restricted Subsidiary or on any shares of capital stock
or Debt of any Restricted Subsidiary, Tenneco will secure, or cause such
Restricted Subsidiary to secure, the outstanding Debt Securities equally and
ratably with such secured Debt, unless after giving effect thereto the aggregate
amount of all such secured Debt together with all Attributable Debt (as defined
below) of Tenneco and its Subsidiaries (as defined below) in respect of sale and
leaseback transactions involving Principal Manufacturing Properties would not
exceed 15% of the Consolidated Net Tangible Assets (as defined below) of Tenneco
and its consolidated Subsidiaries. This restriction generally does not apply in
the case of:
(a) the creation of Mortgages on any Principal Manufacturing Property
acquired by Tenneco or a Restricted Subsidiary after the date of the
Indenture to secure or provide for the payment or financing of all or any
part of the purchase price thereof or construction of fixed improvements
thereon (prior to, at the time of or within 180 days after the latest of
the acquisition, completion of construction or
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<PAGE> 6
commencement of commercial operation thereof), or existing Mortgages on any
Principal Manufacturing Property acquired by Tenneco or a Restricted
Subsidiary (whether or not such Mortgages are assumed), provided the
Mortgage shall not apply to any property theretofore owned by Tenneco or a
Restricted Subsidiary, other than any theretofore unimproved real property;
(b) any Mortgages on any Principal Manufacturing Property of a
corporation which is merged into or consolidated with Tenneco or a
Restricted Subsidiary or substantially all of the assets of which are
acquired by Tenneco or a Restricted Subsidiary (whether or not the
obligations secured thereby are assumed by Tenneco or a Restricted
Subsidiary);
(c) Mortgages in favor of governmental bodies of the United States or
any State thereof or any other country or any political subdivision thereof
to secure partial, progress, advance or other payments pursuant to any
contract or statute, or to secure any Debt incurred or guaranteed for the
purpose of financing all or any part of the cost of acquiring, constructing
or improving the property subject to such Mortgages;
(d) Mortgages on particular property (or any proceeds of the sale
thereof) to secure all or any part of the cost of exploration, drilling,
mining, development, maintenance or operation thereof intended to obtain or
increase the production and sale or other disposition of oil, gas, coal,
natural gas, carbon dioxide, sulphur, helium, metals, minerals, steam,
timber, or other natural resources therefrom, or any Debt created, issued,
assumed or guaranteed to provide funds for any or all such purposes;
(e) Mortgages securing Debt of a Restricted Subsidiary owing to
Tenneco or another Restricted Subsidiary;
(f) Mortgages on any Principal Manufacturing Property of Tenneco or a
Restricted Subsidiary which Mortgages were in existence on the date of the
Indenture; provided, however, that each such Mortgage shall be limited to
all or a part of the property which secured such Mortgage at such date
(plus improvements and construction on such property);
(g) certain extensions, renewals or replacements of Mortgages referred
to in the foregoing clauses; and
(h) Permitted Mortgages (as defined below).
(Section 3.6 of the Indenture.) The Indenture does not restrict the
incurrence of unsecured debt by Tenneco or any Subsidiary.
Restrictions on Sale and Leaseback Transactions. Neither Tenneco nor any
Restricted Subsidiary may, after the effective date of the Indenture, enter into
any sale and leaseback transaction involving any Principal Manufacturing
Property, unless the net proceeds of the sale or transfer of such property shall
be at least equal to the fair value of the property (as determined by resolution
adopted by the Board of Directors of Tenneco) and:
(a) Tenneco or such Restricted Subsidiary would be entitled to create
or assume Debt secured by a Mortgage on such property as described in
clauses (a)-(h) under "Negative Pledge" in an amount equal to the
Attributable Debt with respect to the sale and leaseback transaction
without equally and ratably securing the outstanding Debt Securities;
(b) during the period commencing 12 months prior to and ending 12
months after a sale and leaseback transaction, Tenneco or such Restricted
Subsidiary expends for facilities comprising a Principal Manufacturing
Property (or part thereof) all or a part of the net proceeds of such sale
and leaseback transaction and elects to designate such amount as a credit
against such sale and leaseback transaction; or
(c) to the extent not credited as described above, Tenneco applies to
the retirement of long-term Debt of Tenneco or any Restricted Subsidiary
(other than certain intercompany debt) an amount equal to the Attributable
Debt with respect to such sale and leaseback transaction.
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(Section 3.6 of the Indenture.) This restriction does not apply to any sale and
leaseback transaction (a) between Tenneco and a Restricted Subsidiary or between
Restricted Subsidiaries, (b) involving the taking back of a lease for a period
of three years or less, or (c) if after giving effect to a sale and leaseback
transaction, permitted secured debt plus Attributable Debt of Tenneco and its
Subsidiaries in respect of sale and leaseback transactions involving Principal
Manufacturing Properties would not exceed 15% of the Consolidated Net Tangible
Assets of Tenneco and its consolidated Subsidiaries.
Except as may be applicable to a particular series of Securities that may
be issued in the future, there are no covenants or other provisions in the
Indenture providing for a put or increased interest or that would otherwise
afford holders of Securities additional protection in the event of a
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction.
The following terms which are used in the Indenture have the meanings set
forth below:
"Attributable Debt" means the total net amount of the rent required to be
paid during the remaining term of any lease, discounted at the weighted average
rate per annum then borne by the outstanding Debt Securities. (Section 1.1 of
the Indenture.)
"Consolidated Net Tangible Assets" means the total assets shown on the
consolidated balance sheet of Tenneco and its consolidated Subsidiaries for the
most recent fiscal quarter, after deducting the amount of all current
liabilities and intangible assets. (Section 1.1 of the Indenture.)
"Debt" of any person shall mean any debt for money borrowed which is
issued, assumed, incurred or guaranteed in any manner by such person. (Section
1.1 of the Indenture.)
"Mortgage" means any mortgage, pledge, lien or other encumbrance securing
Debt of any person. (Section 1.1 of the Indenture.)
"Permitted Mortgage" means:
(a) any governmental, mechanics', materialmen's, carriers' or similar
lien created in the ordinary course of business which is not yet due or
which is being contested in good faith by appropriate proceedings and any
undetermined lien which is incidental to construction;
(b) any right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate
a purchaser of, any property;
(c) any lien of taxes and assessments which is (A) for the current
year, (B) not at the time delinquent or (C) delinquent but the validity of
which is being contested at the time by Tenneco or any Subsidiary in good
faith;
(d) any lien arising from or in connection with a conveyance by
Tenneco or any Subsidiary of any production payment with respect to oil,
gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals,
steam, timber or other natural resources;
(e) any lien to secure obligations imposed by statute or governmental
regulations; or
(f) any lien of, or to secure performance of, leases (other than
leases relating to a sale and leaseback transaction). (Section 1.1 of the
Indenture.)
"Principal Manufacturing Property" means any manufacturing plant or testing
or research and development facility of Tenneco or a Subsidiary located in the
United States unless the Tenneco Board of Directors determines that such plant
or facility is not of material importance to the total business conducted by
Tenneco and its consolidated Subsidiaries. "Principal Manufacturing Property"
shall include, without limitation, additions, improvements, replacements,
repairs, fixtures, appurtenances or component parts of any such plant or
facility attaching to or required to be attached to property or assets pursuant
to the terms of any Mortgage (including, without limitation, pursuant to any
"after-acquired property" clause or similar term thereof). (Section 1.1 of the
Indenture.)
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"Restricted Subsidiary" means any Subsidiary owning or leasing any
Principal Manufacturing Property. (Section 1.1 of the Indenture.)
"Subsidiary" means any corporation, partnership or other entity of which
more than 50% of the outstanding voting stock or equity interests is directly or
indirectly owned or controlled by Tenneco. (Section 1.1 of the Indenture.)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Tenneco may not merge or consolidate with any other person or sell, lease
or convey substantially all of its assets to any person, unless (i) either
Tenneco is the continuing entity or the successor or transferee or lessee is a
corporation organized under the laws of the United States, any State thereof or
the District of Columbia and expressly assumes Tenneco's obligations under the
Debt Securities and the Indenture, and (ii) immediately after giving effect to
the transaction Tenneco, such person or such successor corporation, as the case
may be, shall not be in default of any such obligations. (Section 9.1 of the
Indenture.) Upon any such consolidation, merger, sale, lease or conveyance the
successor corporation formed by such consolidation, or into which Tenneco is
merged or to which such sale, lease or conveyance is made, shall succeed to, and
be substituted for Tenneco under the Indenture and under the Debt Securities.
(Section 9.2 of the Indenture.)
EVENTS OF DEFAULT
Any one of the following events will constitute an "Event of Default" under
the Indenture with respect to Debt Securities of any series: (i) failure to pay
any interest on any Debt Security of that series when due and continuance of
such default for 30 days; (ii) failure to pay principal of any Debt Security of
that series when due, either at maturity, upon any redemption, by declaration or
otherwise; (iii) failure to observe or perform any other of the covenants or
agreements of Tenneco in the Indenture (other than a covenant the default or
breach of which is otherwise specifically dealt with in the Indenture) for 60
days after written notice as provided in the Indenture; (iv) certain events of
bankruptcy, insolvency or reorganization of Tenneco; or (v) any other Event of
Default provided in a supplemental indenture with respect to, or the form of,
Debt Securities of that series. (Section 5.1 of the Indenture.)
If any Event of Default occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the outstanding Debt
Securities of each affected series (or, in certain instances, all series),
voting as a single class, by written notice to Tenneco (and to the Trustee, if
given by such holders of Debt Securities), may declare the principal amount of
(or, if the Debt Securities of an affected series are original issue discount
debt securities, such portion of the principal amount as may be specified
therefor) and accrued interest on all the Debt Securities of each affected
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
holders of a majority in aggregate principal amount of outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 5.1 of the Indenture.)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to the Debt Securities of any series, give
to the holders of the Debt Securities of that series notice of all defaults
known to it unless such default shall have been cured or waived; provided that
except in the case of a default in payment on the Debt Securities of that
series, the Trustee may withhold the notice if and so long as it in good faith
determines that withholding such notice is in the interests of the holders of
the Debt Securities of that series. (Section 5.11 of the Indenture.)
The Indenture provides that the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected
(with all such series voting as a single class) may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee for
such series, or exercising any trust or power conferred on the Trustee. (Section
5.9 of the Indenture.)
The holders of a majority in aggregate principal amount outstanding of all
series of Debt Securities with respect to which an Event of Default has occurred
(voting as a single class) by notice to the Trustee and prior
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to acceleration of the maturity thereof may waive, on behalf of the holders of
all Debt Securities of all such series, any past default or Event of Default
with respect to that series and its consequences except in respect of a covenant
or provision of the Indenture which cannot under the terms of the Indenture be
amended or modified without the consent of the holder of each outstanding Debt
Security affected. (Section 5.10 of the Indenture.)
The Indenture includes a covenant that Tenneco will file annually with the
Trustee a certificate as to Tenneco's compliance with all conditions and
covenants of the Indenture. (Section 3.5 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting Tenneco and the Trustee to
enter into one or more supplemental indentures without the consent of the
holders of any of the Debt Securities in order: (i) to transfer or pledge any
property to the Trustee as security for the Debt Securities of any series; (ii)
to evidence the succession of another corporation to Tenneco and the assumption
of the covenants of Tenneco by a successor to Tenneco; (iii) to add to the
covenants of Tenneco such further covenants or provisions so as to further
protect the holders of Debt Securities; (iv) to establish the form or terms of
Debt Securities; (v) to evidence and provide for successor trustees; or (vi) to
cure any ambiguity or correct or supplement any defective provisions or to make
any other provisions as Tenneco deems necessary or desirable, provided such
action does not adversely affect the interests of any holder of Debt Securities
of any series. (Section 8.1 of the Indenture.)
The Indenture also contains provisions permitting Tenneco and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the outstanding Debt Securities affected by such supplemental indenture (voting
as one class), to execute supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or any
supplemental indenture or modifying the rights of the holders of Debt Securities
of such series, except that no such supplemental indenture may, without the
consent of the holder of each Debt Security so affected: (i) extend the time for
payment of principal or interest on any Debt Security; (ii) reduce the principal
of, or the rate of interest on, any Debt Security; (iii) reduce the amount of
premium, if any, payable upon the redemption of any Debt Security; (iv) reduce
the amount of principal payable upon acceleration of the maturity of any
original issue discount security; (v) change the currency or currency unit in
which any Debt Security or any premium or interest thereon is payable; (vi)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security; or (vii) reduce the percentage in principal amount
of the outstanding Debt Securities affected thereby the consent of whose holders
is required for modification or amendment of the Indenture. (Section 8.2 of the
Indenture.)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that Tenneco, at its option, (a) will be discharged
from any and all obligations ("defeasance") in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, replace stolen, lost or mutilated Debt
Securities of such series, maintain paying agencies and hold moneys for payment
in trust) or (b) need not comply with certain covenants of the Indenture,
including those described under "Certain Covenants of Tenneco" and "--
Consolidation, Merger and Sale of Assets," and the occurrence of an event
described in clause (iii) of the first paragraph under "-- Events of Default"
shall no longer be an Event of Default ("covenant defeasance"), in each case, if
Tenneco deposits, in trust, with the Trustee money or, in certain cases, U.S.
Government Obligations (as defined below) which through the payment of interest
and principal in accordance with their terms will provide money, in an amount
sufficient to pay all the principal of (and premium, if any) and interest on the
Debt Securities of such series, and any mandatory sinking fund or analogous
payments, on the dates such payments are due in accordance with the terms of the
Debt Securities of such series. If such defeasance is to occur at least one year
prior to the date such Debt Securities become due and payable or are to be
redeemed such defeasance may only be established if Tenneco shall have delivered
an opinion of counsel to the effect that the holders of Debt Securities will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit or defeasance and will be subject to federal income tax on the same
8
<PAGE> 10
amount, in the same manner and at the same times as if such defeasance had not
occurred. In addition, such opinion of counsel must be based upon a ruling of
the Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the Indenture. "U.S. Government Obligations" means
obligations issued or guaranteed as to principal and interest by the United
States or by an entity controlled or supervised by or acting as an
instrumentality of the United States government. (Article 10 of the Indenture.)
PLAN OF DISTRIBUTION
Tenneco may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters and (iv)
through dealers.
Offers to purchase Securities may be solicited directly by Tenneco or by
agents designated by Tenneco from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by Tenneco to
such agent will be set forth, in the Prospectus Supplement. Agents may be
entitled under agreements which may be entered into with Tenneco to
indemnification by Tenneco against certain liabilities, including liabilities
under the Securities Act, and may be customers of, engage in transactions with,
or perform services for, Tenneco in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of Securities,
Tenneco will execute an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by Tenneco against
certain liabilities, including liabilities under the Securities Act.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, Tenneco will sell such Securities to the dealer,
as principal. The dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale. Dealers
may be entitled to indemnification by Tenneco against certain liabilities,
including liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, Tenneco will authorize agents
and underwriters to solicit offers by certain institutions to purchase
Securities from Tenneco at the public offering price set forth in the Prospectus
Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for
payment and delivery on the date specified in the Prospectus Supplement. Each
Contract will be for an amount not less than, and unless Tenneco otherwise
agrees the aggregate principal amount of Securities sold pursuant to Contracts
shall be not less nor more than, the respective amounts specified in the
Prospectus Supplement. Institutions with whom Contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions but shall in all cases be subject to the approval of Tenneco.
Contracts will not be subject to any conditions except that the purchase by an
institution of the Securities covered by its Contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject and that the issuance of the Securities
covered by any Contract shall not result in the breach of any of the provisions
of or constitute a default under any other agreement or instrument of Tenneco. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
Tenneco.
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
9
<PAGE> 11
LEGAL OPINIONS
Certain legal matters in connection with the Securities offered hereby are
being passed upon for Tenneco by Mr. Theodore R. Tetzlaff, General Counsel of
Tenneco and a partner of Jenner & Block, and for any agents or underwriters, as
the case may be, by Messrs. Cahill Gordon & Reindel (a partnership including a
professional corporation), 80 Pine Street, New York, New York. Tenneco has been
advised by Mr. Tetzlaff that at January 31, 1997 he beneficially owned 87,623
shares of Common Stock of Tenneco (including options to purchase 44,118 shares
of Common Stock, which options were either exercisable as of such date or
exercisable within 60 days of such date). Cahill Gordon & Reindel from time to
time performs legal services for the Company and its subsidiaries and members of
Cahill Gordon & Reindel are the beneficial owners of securities of the Company.
EXPERTS
The financial statements and schedules of Tenneco and its consolidated
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, incorporated by reference in this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report. Reference is made to said report, which includes an explanatory
paragraph with respect to the change in the method of accounting for
postemployment benefits.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses to be incurred by Tenneco in
connection with the offering described in this Registration Statement.
<TABLE>
<S> <C>
Registration fee............................................ $212,122
Printing and engraving expense.............................. 50,000*
Trustee's fees.............................................. 50,000*
Paying agent's fees......................................... 15,000*
Legal fees and expenses..................................... 125,000*
Accounting fees and expenses................................ 125,000*
Rating agency fees.......................................... 155,000*
Miscellaneous, including Blue Sky qualification expense,
travel, telephone and telegraph and various out-of-pocket
expenses.................................................. 70,000*
--------
Total.................................................. $802,122*
========
</TABLE>
- -------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of Tenneco include the following provisions.
"Section 14. (1) The corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or
may hereafter 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, including appeals (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 corporation or, while a director or officer of
the corporation, is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation 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. Notwithstanding the preceding
sentence, except as otherwise provided in paragraph (3) of this Section 14,
the corporation shall 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 Board.
(2) The corporation shall 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 shall 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 this
Section 14 or otherwise.
(3) If a claim for indemnification or payment of expenses under this
Section 14 is not paid in full within thirty days after a written claim
therefor by the Indemnitee has been received by the corporation, the
Indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the corporation shall have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
(4) The rights conferred on any Indemnitee by this Section 14 shall
not be exclusive of any other rights which such Indemnitee may have or
hereafter acquire under any statute, provision of the Restated
II-1
<PAGE> 13
Certificate of Incorporation, these By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
(5) The corporation'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 corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by an
amount such Indemnitee may collect as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit enterprise.
(6) Any repeal or modification of the foregoing provisions of this
Section 14 shall not adversely affect any right or protection hereunder of
any Indemnitee in respect of any act or omission occurring prior to the
time of such repeal or modification.
(7) This Section 14 shall not limit the right of the corporation, 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."
Tenneco has purchased insurance which purports to insure Tenneco against
certain costs of indemnification which may be incurred by it pursuant to the
foregoing By-Law provision, and to insure the officers and directors of Tenneco,
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.
In addition, the directors and officers of Tenneco have been indemnified by
El Paso Tennessee Pipeline Co. ("Old Tenneco") and Newport News Shipbuilding
Inc. ("Newport News") for certain liabilities for any violations or alleged
violations of securities or other laws arising out of certain documents related
to, or filed or delivered by or on behalf of, Old Tenneco or Newport News in
connection with the merger, distributions and related transactions involving
Tenneco, Old Tenneco and Newport News in 1996.
See "Item 17, Undertakings" for a description of the Securities and
Exchange Commission's position regarding the foregoing indemnification
provisions.
II-2
<PAGE> 14
ITEM 16. EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by
an asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
<TABLE>
<C> <C> <S>
*1 -- Form of Underwriting Agreement Standard Provisions (Debt
Securities) and Delayed Delivery Contract.
2 -- None.
4 -- Indenture dated as of November 1, 1996, from the Company,
formerly known as New Tenneco Inc., to The Chase Manhattan
Bank, as Trustee (Exhibit 4.1 to Registration Statement
333-14003).
*5 -- Opinion of Theodore R. Tetzlaff, Esq.
8 -- None.
12 -- Computation of Ratio of Earnings to Fixed Charges (Exhibit
12 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 1-12387).
15 -- None.
*23(a) -- The consent of Theodore R. Tetzlaff is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
*23(b) -- Consent of Arthur Andersen LLP.
*24 -- Powers of Attorney of the following Directors of Tenneco
Inc.:
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
Clifton R. Wharton, Jr.
25 -- Statement of Eligibility and Qualification on Form T-1 of
The Chase Manhattan Bank (Exhibit 25 to Registration
Statement 333-14003).
26 -- None.
27 -- None.
99 -- None.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant 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 of 1933;
(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;
(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;
II-3
<PAGE> 15
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 by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, 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.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 16
SIGNATURES
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-3 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 31ST DAY OF
MARCH, 1997.
TENNECO INC.
By: /s/ DANA G. MEAD
------------------------------------
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
--------- ----- ----
<C> <S> <C>
/s/ DANA G. MEAD Principal Executive Officer March 31, 1997
- ----------------------------------------------------- and Director
Dana G. Mead
/s/ ROBERT T. BLAKELY Principal Financial and March 31, 1997
- ----------------------------------------------------- Accounting Officer
Robert T. Blakely
Mark Andrews, W. Michael Blumenthal, Directors
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.
By: /s/ KARL A. STEWART March 31, 1997
-------------------------------------------------
Attorney-In-Fact
</TABLE>
<PAGE> 1
EXHIBIT 1
TENNECO INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES)
<PAGE> 2
From time to time, Tenneco Inc., a Delaware corporation, may enter into one
or more underwriting agreements that provide for the sale of designated
securities to the several underwriters named therein (the "Underwriters"). The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions hereof incorporated therein by reference, is
herein referred to as this Agreement.
I.
The Company proposes to issue from time to time debt securities (the
"Securities") to be issued pursuant to the provisions of the Indenture dated as
of November 1, 1996 between the Company and The Chase Manhattan Bank, a New York
banking corporation, as Trustee (such Indenture as the same may be amended,
modified or supplemented at the Closing Date (as hereinafter defined) being
hereinafter called the "Indenture"). The Securities will have varying
designations, maturities, rates and times of payment of interest, selling prices
and redemption terms.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus relating to the
Securities, and has or will file with, or mail for filing to, the Commission a
prospectus supplement specifically relating to the Offered Securities (as
defined in the Underwriting Agreement) pursuant to Rule 424 under the Securities
Act of 1933, as amended (the "Securities Act"). The term "Registration
Statement" means the registration statement as amended to the date of the
Underwriting Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus, together with the prospectus supplement specifically relating to the
Offered Securities, as filed with, or mailed for filing to, the Commission
pursuant to Rule 424 under the Securities Act. The term "preliminary prospectus"
means a preliminary prospectus supplement specifically relating to the Offered
Securities, together with the Basic Prospectus. As used herein, the terms
"Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary
prospectus" shall include, in each case, the material, if any, incorporated by
reference therein.
The term "Underwriters' Securities" means the Offered Securities to be
purchased by the Underwriters herein. The term "Contract Securities" means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts"), but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date, the Company will pay the managing Underwriter or Underwriters (the
"Manager") as compensation, for the accounts of the Underwriters, the fee set
forth in the Underwriting Agreement in respect of the principal amount of the
Contract Securities. The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.
1
<PAGE> 3
III.
The Company is advised by the Manager that the Underwriters propose to make
a public offering of their respective portions of the Underwriters' Securities
as soon after this Agreement is entered into as in the Manager's judgment is
advisable. The terms of the public offering of the Underwriters' Securities are
set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made in the manner and at
the time and place set forth in the Underwriting Agreement, upon delivery to the
Manager for the respective accounts of the several Underwriters of the
Underwriters' Securities registered in such names and in such denominations as
the Manager shall request in writing not less than two full business days prior
to the date of delivery. The time and date of such payment and delivery with
respect to the Underwriters' Securities are herein referred to as the "Closing
Date."
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission, and there shall have been
no material adverse change (not in the ordinary course of business) in the
condition of the Company and its "significant subsidiaries" as defined in
Rule S-X under the Securities Act (the "Subsidiaries") taken as a whole,
from that set forth in or contemplated by the Registration Statement and
the Prospectus; and the Manager shall have received on and as of the
Closing Date a certificate, signed by an executive officer of the Company,
to the foregoing effect. Each officer making such certificate may rely upon
the best of his knowledge, based on reasonable investigation.
(b) The Manager shall have received on and as of the Closing Date an
opinion of Jenner & Block, counsel of the Company, to the effect that:
(i) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware;
(ii) the Subsidiaries have been duly incorporated and are validly
existing corporations under the laws of the jurisdictions pursuant to
which they were organized;
(iii) each of the Company and the Subsidiaries is duly qualified as
a foreign corporation to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its ownership
of property requires such qualification and where the failure to be so
qualified or in good standing would have a material adverse effect upon
the operations or financial condition of the Company and the
Subsidiaries, taken as a whole ("Material Adverse Effect");
(iv) except as set forth in the Prospectus, there are no material
pending legal proceedings known to such counsel to which the Company or
any Subsidiary is a party or of which property of the Company or any
Subsidiary is the subject, which could reasonably be expected or have a
Material Adverse Effect;
(v) the Indenture has been duly authorized, executed and delivered
and is a valid instrument legally enforceable against the Company in
accordance with its terms, except as such enforcement may be limited by
bankruptcy or insolvency laws, and has been duly qualified under the
Trust Indenture Act of 1939;
(vi) the Offered Securities have been duly authorized, and when
duly executed, authenticated, delivered to and paid for by the
Underwriters pursuant to this Agreement or by institutional
2
<PAGE> 4
investors, if any, pursuant to Delayed Delivery Contracts, will be valid
and legally binding obligations of the Company entitled to the benefits
of the Indenture;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and (assuming that
they have been duly authorized, executed and delivered by the purchasers
thereunder) are valid and binding agreements of the Company enforceable
in accordance with their respective terms, except as such enforcement
thereof may be limited by bankruptcy or insolvency laws;
(ix) neither the execution and delivery by the Company of this
Agreement or the Indenture nor the issuance and sale of the Offered
Securities by the Company as provided in the Indenture and in this
Agreement and any Delayed Delivery Contracts will result in any
violation of any of the terms or provisions of the Certificate of
Incorporation or By-Laws of the Company or of any indenture, mortgage or
similar agreement or instrument known to such counsel by which the
Company or any Subsidiary is bound;
(x) no consent, approval, authorization or other order of or filing
with any regulatory authority is legally required for the execution by
the Company of the Indenture or the issuance and sale by the Company of
the Offered Securities to the Underwriters pursuant to this Agreement or
to institutional investors pursuant to any Delayed Delivery Contracts
(other than the order of the Commission making the Registration
Statement effective and qualifying the Indenture under the Trust
Indenture Act of 1939), except that the offer and sale of the Offered
Securities in certain jurisdictions may be subject to the provisions of
the securities or Blue Sky laws of such jurisdictions;
(xi) the statements set forth in the Prospectus under the caption
"Description of Securities" fairly present the matters referred to
therein;
(xii) the Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements
and financial exhibits and other financial and statistical information
included therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the Securities Act and
the rules and regulations of the Commission thereunder; and
(xiii) each document incorporated in the Prospectus as originally
filed pursuant to the Securities Exchange Act of 1934 as amended (the
"Exchange Act") (except for the financial statements and financial
exhibits and other financial and statistical information included
therein, as to which such counsel need express no opinion), complied as
to form when so filed in all material respects with the Exchange Act and
the applicable rules and regulations of the Commission thereunder;
and such counsel shall also state that no facts have come to the attention
of such counsel to lead such counsel to believe that the Registration
Statement (except for the financial statements and financial exhibits and
other financial and statistical information included therein, as to which
such counsel need not comment) at the time it became effective contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus, as amended or supplemented (except
as aforesaid), contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
(c) The Manager shall have received on and as of the Closing Date an
opinion of Cahill Gordon & Reindel, counsel for the Underwriters, covering
the matters in (i), (v), (vi), (vii), (xi), (xii) and the last clause of
paragraph (b) above.
(d) The Manager shall have received on the Closing Date a letter dated
the Closing Date in form and substance satisfactory to the Manager, from
Arthur Andersen LLP, independent public accountants,
3
<PAGE> 5
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus.
(e) Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date, there shall not have been any
downgrading in the rating accorded any of the Company's senior debt
securities by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Securities
Act.
VI.
In further consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:
(a) To furnish the Manager, without charge, a signed copy of the
Registration Statement including all documents incorporated by reference
therein and exhibits filed with the Registration Statement and, during the
period mentioned in paragraph (c) below, as many copies of the Prospectus,
any documents incorporated by reference therein at or after the date
thereof (including documents from which information has been incorporated)
and any supplements and amendments thereto as the Manager may reasonably
request. The terms "supplement" and "amendment" or "amend" and "supplement"
as used in this Agreement shall include all documents filed by the Company
with the Commission subsequent to the date of the Basic Prospectus,
pursuant to the Exchange Act, which are deemed to be incorporated by
reference in the Prospectus.
(b) Before amending or supplementing (i) the Registration Statement
during the period referred to in paragraph (c) below, or (ii) the
Prospectus with respect to the description of the Offered Securities, to
furnish the Manager or its counsel a copy of each such proposed amendment
or supplement.
(c) If, during such period after the first date of the public offering
of the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered, any event shall occur as
a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the Underwriters,
either amendments or supplements to the Prospectus so that the statements
in the Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.
(d) To endeavor to qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdiction as the Manager
shall reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualifications and in
connection with the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdiction as the
Manager may designate.
(e) To make generally available to the Company's security holders as
soon as practicable an earnings statement covering the twelve-month period
beginning after the date of this Agreement, which shall satisfy the
provisions of Section 11(a) of the Securities Act.
(f) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, not to offer, sell, contract
to sell or otherwise dispose of any debt securities of the Company
substantially similar to the Offered Securities, without the prior written
consent of the Manager.
VII.
The Company represents and warrants to each Underwriter that (i) each
preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities
Act complied when so filed in all material respects with such
4
<PAGE> 6
Act and the applicable rules and regulations thereunder, (ii) each document, if
any, filed or to be filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus complied or will comply when so filed in all
material respects with the Exchange Act and the applicable rules and regulations
thereunder, (iii) the Registration Statement and Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder,
(iv) each part of the Registration Statement (including the documents
incorporated by reference therein) filed with the Commission pursuant to the
Securities Act relating to the Offered Securities, when such part became
effective, did not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and (v) the Registration Statement and
Prospectus do not contain and, as amended or supplemented, if applicable, will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances in which they are made not misleading; except that
these representations and warranties do not apply to statements or omissions in
the Registration Statement or the Prospectus or any preliminary prospectus based
upon information furnished to the Company in writing by any Underwriter
expressly for use therein.
The Company agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus (if used within the period set forth in
paragraph (c) of Article VI hereof and as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by any Underwriter expressly for use therein; provided, however, that
the foregoing indemnity with respect to any preliminary prospectus shall not
inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) from whom the person asserting any such losses,
claims, damages or liabilities, purchased the Offered Securities if a copy of
the Prospectus (excluding documents incorporated therein by reference) had not
been sent or given to such person at or prior to the written confirmation of the
sale of such Offered Securities to such person and the untrue statement or
omission of a material fact contained in such preliminary prospectus was
corrected in the Prospectus.
Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and any person controlling the Company to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in writing by
such Underwriter expressly for use in the Registration Statement, the Prospectus
or any preliminary prospectus.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such
5
<PAGE> 7
indemnified parties. Such firm shall be designated in writing by the Manager in
the case of parties indemnified pursuant to the second preceding paragraph and
by the Company in the case of parties indemnified pursuant to the first
preceding paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in the second or third paragraphs of
this Article VII is unavailable as a matter of law to an indemnified party in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under either such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other in connection
with the offering of the Offered Securities shall be deemed to be in the same
proportion as the total net proceeds from the offering of such Offered
Securities (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters in respect
thereof. The relative fault of the Company and of the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VII, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Article VII are several in proportion to the
respective principal amounts of Offered Securities purchased by each of such
Underwriters and not joint.
The indemnity and contribution agreements contained in this Article VII and
the representations and warranties of the Company in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or by or on behalf of the Company, its
directors or officers or any person controlling the Company and (iii) acceptance
of and payment for any of the Offered Securities.
VIII.
This Agreement shall be subject to termination in the absolute discretion
of the Manager, by notice given to the Company, if prior to the Closing Date (i)
trading in securities generally on the New York Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on commercial banking
6
<PAGE> 8
activities in New York shall have been declared by either Federal or New York
State authorities or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the Manager's
judgment, impracticable to market the Offered Securities.
IX.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Offered
Securities.
This Agreement may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
7
<PAGE> 9
SCHEDULE I
DELAYED DELIVERY CONTRACT
, 19
Dear Sirs:
The undersigned hereby agrees to purchase from Tenneco Inc., a Delaware
corporation (the "Company"), and the Company agrees to sell to the undersigned:
$
principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's Prospectus dated , 19 and Prospectus
Supplement dated , 19 , receipt of copies of which are hereby
acknowledged, at a purchase price of % of the principal amount thereof plus
accrued interest and on the further terms and conditions set forth in this
contract. The undersigned does not contemplate selling Securities prior to
making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:
<TABLE>
<CAPTION>
PLUS ACCRUED
DELIVERY DATE PRINCIPAL AMOUNT INTEREST FROM:
------------- ---------------- --------------
<S> <C> <C> <C>
$
$
$
</TABLE>
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
, New York, N.Y., at 10:00 A.M., New York time, on the Delivery
Date, upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject, (2) the Company shall have sold, and delivery shall have
taken place to the underwriters (the "Underwriters") named in the Prospectus
Supplement referred to above of, such part of the Securities as is to be sold to
them and (3) the issuance of the Securities covered by this contract shall not
at the Delivery Date result in the breach of any of the provisions of or
constitute a default under any other agreement or instrument of the Company as
in effect on the date hereof. Promptly after completion of sale and delivery to
the Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth
8
<PAGE> 10
below. This will become a binding contract, as of the date first above written,
between the Company and the undersigned when such counterpart is so mailed or
delivered.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
Yours very truly,
......................................
(Purchaser)
By....................................
......................................
(Title)
......................................
......................................
(Address)
Accepted:
TENNECO INC.
By....................................
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
<TABLE>
<CAPTION>
TELEPHONE NO.
NAME (INCLUDING AREA CODE) DEPARTMENT
---- --------------------- ----------
<S> <C> <C>
</TABLE>
9
<PAGE> 1
EXHIBIT 5
Theodore R. Tetzlaff Tenneco
General Counsel 1275 King Street
Greenwich, Connecticut 06831 2946
Tel 203-863-1144
Fax 203-863-1118
[LOGO OF TENNECO APPEARS HERE]
March 31, 1997
Tenneco Inc.
1275 King Street
Greenwich, Connecticut 06831
As General Counsel of Tenneco Inc., a Delaware corporation (herein called the
"Company"), I am familiar with the authorization of the issuance of debentures,
notes and other debt obligations of the Company in an aggregate principal amount
not to exceed $700,000,000 (herein called the "Securities"). A Registration
Statement on Form S-3 relating to the Securities is being filed by the Company
under the Securities Act of 1933, as amended (the "Act"), and the Securities are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Act. The Securities are to be issued under an Indenture dated as of November 1,
1996 between the Company and The Chase Manhattan Bank as Trustee (herein called
the "Indenture").
I am familiar with the Company's Certificate of Incorporation and all amendments
thereto and have examined all statutes, corporate records and other instruments
and documents which I have deemed it necessary to examine for the purposes of
this opinion.
Based upon the foregoing, I am of the opinion that when (i) any Supplemental
Indentures relating to the Securities have been duly executed and delivered
pursuant to authorization of the Board of Directors of the Company, (ii) the
terms of the Securities shall have been fixed by or pursuant to authorization
of the Board of Directors of the Company, (iii) the Company's officers shall
have duly executed the Securities (manually or in facsimile) pursuant to such
authorization, (iv) the Securities
<PAGE> 2
Tenneco Inc.
March 31, 1997
Page 2
shall have been duly authenticated by the Trustee under the Indenture or any
Supplemental Indentures relating thereto and sold pursuant to such
authorization, and (v) payment of the agreed consideration for such Securities
shall have been received by the Company, such Securities will be legally issued
and binding obligations of the Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the aforesaid Registration Statement and to the use
of my name therein. In giving this consent I do not admit that I am in the
category with 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
-------------------------
Theodore R. Tetzlaff
<PAGE> 1
EXHIBIT 23(B)
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 February 17, 1997
included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
March 31, 1997
<PAGE> 1
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 31st day
of March, 1997.
/s/ Mark Andrews
-----------------------
Mark Andrews
<PAGE> 2
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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 our 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 31st day
of March, 1997.
/s/ W. Michael Blumenthal
-----------------------------
W. Michael Blumenthal
<PAGE> 3
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 31st day
of March, 1997.
/s/ M. Kathryn Eickhoff
---------------------------
M. Kathryn Eickhoff
<PAGE> 4
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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 our 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 31st day
of March, 1997.
/s/ Peter T. Flawn
-----------------------------
Peter T. Flawn
<PAGE> 5
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 31st day
of March, 1997.
/s/ Henry U. Harris, Jr.
---------------------------
Henry U. Harris, Jr.
<PAGE> 6
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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 our 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 31st day
of March, 1997.
/s/ Belton K. Johnson
-----------------------------
Belton K. Johnson
<PAGE> 7
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 31st day
of March, 1997.
/s/ John B. McCoy
-----------------------
John B. McCoy
<PAGE> 8
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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 our 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 31st day
of March, 1997.
/s/ David Plastow
-----------------------------
Sir David Plastow
<PAGE> 9
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 31st day
of March, 1997.
/s/ William L. Weiss
-----------------------
William L. Weiss
<PAGE> 10
EXHIBIT 24
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-3 for an issue of not more than $700,000,000 aggregate principal
amount of debentures, notes and/or other debt obligations of Tenneco Inc. 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 our 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 31st day
of March, 1997.
/s/ Clifton R. Wharton, Jr.
-----------------------------
Clifton R. Wharton, Jr.
