<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): DECEMBER 11, 1996
TENNECO INC.
________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-12387 76-0515284
________________________________________________________________________________
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1275 KING STREET, GREENWICH, CONNECTICUT 06831
________________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(203) 863-1000
________________________________________________________________________________
(Registrant's telephone number, including area code)
NEW TENNECO INC.
________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________________________________
<PAGE>
Tenneco Inc., formerly known as New Tenneco Inc. (the "Registrant"), submits the
following information:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 11, 1996, pursuant to a Distribution Agreement (the
"Distribution Agreement"), dated as of November 1, 1996, among the Registrant,
El Paso Tennessee Pipeline Co., formerly known as Tenneco Inc. ("Old Tenneco"),
and Newport News Shipbuilding Inc., formerly known as Tenneco InterAmerica Inc.
("Newport News"): (i) Old Tenneco and its subsidiaries completed various
intercompany transfers and distributions (the "Corporate Restructuring
Transactions") designed to restructure, divide and separate their then existing
businesses and assets so the assets, liabilities and operations of (A) the
automotive parts, packaging and administrative services businesses (the
"Industrial Business") are owned, directly and indirectly, by the Registrant,
and (B) the shipbuilding businesses are owned, directly and indirectly, by
Newport News; and (ii) Old Tenneco distributed (the "Distributions") pro rata to
holders of Old Tenneco's common stock, par value $5.00 per share, all of the
outstanding common stock, par value $.01 per share, of the Registrant and all of
the outstanding common stock, par value $.01 per share, of Newport News. On
December 12, 1996, pursuant to a Merger Agreement (the "Merger Agreement") dated
as of June 19, 1996, as amended, Old Tenneco, which consisted of the remaining
energy business and certain discontinued operations after the Distributions, was
merged (the "Merger") with and into an indirect subsidiary of El Paso Natural
Gas Company ("El Paso").
The Distributions and the other transactions contemplated by the
Distribution Agreement, including the realignment of consolidated cash (the
"Cash Realignment") and a realignment of consolidated debt (the "Debt
Realignment"), are more fully described in the Registrant's Registration
Statement on Form 10, as amended, as filed with Securities and Exchange
Commission (the "Form 10 Registration Statement").
ITEM 5. OTHER EVENTS.
The Registrant was incorporated in the State of Delaware in August 1996 for
the purpose of owning and operating the Industrial Business after the
consummation of the Distributions and the other transactions contemplated by the
Distribution Agreement. The Registrant was originally incorporated under the
name "New Tenneco Inc.," but changed its name to "Tenneco Inc." immediately
after the consummation of the Distributions. Pursuant to the restructuring of
Old Tenneco's indebtedness for money borrowed in connection with the
transactions contemplated by the Distribution Agreement, on December 11, 1996,
the Registrant issued debt securities in the aggregate principal amount of
approximately $1.86 billion in exchange for certain debt securities (the "Old
Tenneco Debt Securities") of Old Tenneco (the "Debt Exchange"). Upon
consummation of the Debt Exchange, Old Tenneco purchased for cash and
subsequently extinguished the Old Tenneco Debt Securities then held by the
Registrant (which cash was then distributed by the Registrant to Old Tenneco).
For additional information concerning the Distributions and the transactions
contemplated thereby, see Item 2, above. The Debt Exchange is more fully
described in the Registrant's Registration Statement on Form S-4, as amended, as
filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements
relating to the businesses acquired required by Item 7 of Form 8-K were
previously reported in the Form 10 Registration Statement and the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996
(the "Form 10-Q") as filed with the Securities and Exchange Commission.
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<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF NEW TENNECO INC.
The following Unaudited Pro Forma Combined Balance Sheet of New Tenneco Inc.,
referred to in this Item 7.(b). as "New Tenneco", as of
September 30, 1996 and the Unaudited Pro Forma Combined Statements of Income for
the nine months ended September 30, 1996 and the year ended December 31, 1995
have been prepared to reflect: (i) the pro forma income statement effects for
the acquisition of The Pullman Company and its Clevite Products division
("Clevite") in July 1996 and the acquisition of Amoco Foam Products Company, a
division of Amoco Chemical Company ("Amoco Foam Products"), in August 1996; (ii)
the effect on New Tenneco of the Cash Realignment and Debt Realignment; (iii)
the effect on New Tenneco of the Corporate Restructuring Transactions, and other
transactions pursuant to the provisions of the Distribution Agreement and Merger
Agreement; and (iv) the issuance of New Tenneco common stock as part of the
Distributions. The "Combined Acquisitions" caption in the Unaudited Pro Forma
Combined Statement of Income for the year ended December 31, 1995 also reflects
the pro forma results of operations of the plastics division of Mobil
Corporation ("Mobil Plastics") prior to its acquisition in November 1995.
The pro forma income statement effects for the acquisitions of Clevite and
Amoco Foam Products have been included in the accompanying Unaudited Pro Forma
Combined Statements of Income for the respective periods under the caption
"Combined Acquisitions." The Combined Acquisitions have been accounted for
under the purchase method of accounting. As such, pro forma adjustments in the
accompanying Unaudited Pro Forma Combined Statements of Income reflect
additional depreciation and amortization resulting from New Tenneco's purchase
cost.
The historical Combined Financial Statements reflect the financial position
and results of operations for the Industrial Business whose net assets were
transferred to New Tenneco pursuant to the Corporate Restructuring
Transactions, and other transactions pursuant to the provisions of the
Distribution Agreement and Merger Agreement. The accounting for the transfer
of assets and liabilities pursuant to the Corporate Restructuring Transactions
represents a reorganization of companies under common control and,
accordingly, all assets and liabilities are reflected at their historical cost
in the Combined Financial Statements of New Tenneco.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if such
transactions occurred on September 30, 1996; the Unaudited Pro Forma Combined
Statements of Income have been prepared as if such transactions occurred as of
January 1, 1995. The Unaudited Pro Forma Combined Financial Statements set
forth on the following pages are unaudited and not necessarily indicative of
the results that would have actually occurred if the transactions had been
consummated as of September 30, 1996, or January 1, 1995, or results which may
be attained in the future.
The pro forma adjustments, as described in the Notes to the Unaudited Pro
Forma Combined Financial Statements, are based upon available information and
upon certain assumptions that management believes are reasonable. The
Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the Combined Financial Statements of New Tenneco, and notes
thereto, and the pre-acquisition Combined Financial Statements of Mobil
Plastics, and notes thereto in the Form 10 Registration Statement and the Form
10-Q. The Clevite and Amoco Foam Products acquisitions do not meet the
Commission's criteria for inclusion of separate historical financial statements.
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<PAGE>
NEW TENNECO INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
TRANSACTION
NEW TENNECO PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
----------- ----------- ---------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and temporary cash investments....... $ 130 $ 2 (e) $ 78
(54)(f)
Receivables............................... 797 (129)(a) 878
164 (b)
(63)(c)
109 (d)
Inventories............................... 882 882
Deferred income taxes..................... 23 (9)(c) 14
Other current assets...................... 181 21 (c) 202
------ ------ ------
Total current assets..................... 2,013 41 2,054
------ ------ ------
Goodwill and intangibles.................... 1,334 1,334
Other assets and deferred charges........... 893 6 (c) 899
Net property, plant and equipment........... 3,099 39 (c) 3,138
------ ------ ------
Total assets............................. $7,339 $ 86 $7,425
====== ====== ======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt........................... $ 916 $ (658)(g) $ 258
Payables.................................. 661 (50)(a) 616
2 (b)
3 (c)
Other current liabilities................. 613 6 (c) 619
------ ------ ------
Total current liabilities................ 2,190 (697) 1,493
------ ------ ------
Long-term debt.............................. 1,531 527 (g) 2,058
Deferred income taxes....................... 450 14 (b) 464
Other liabilities and deferred credits...... 402 2 (e) 404
------ ------ ------
4,573 (154) 4,419
------ ------ ------
Minority interest........................... 300 300
------ ------ ------
Equity:
Combined equity........................... 2,466 (79)(a) --
148 (b)
(15)(c)
109 (d)
(54)(f)
131 (g)
(2,706)(h)
Common stock.............................. -- 2 (h) 2
Paid-in capital........................... -- 2,704 (h) 2,704
Retained earnings......................... -- -- (h) --
------ ------ ------
Total liabilities and shareowners'
equity................................. $7,339 $ 86 $7,425
====== ====== ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
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<PAGE>
NEW TENNECO INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
NEW ACQUISITIONS TRANSACTION
TENNECO PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS PRO FORMA
---------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating
Revenues............... $ 4,886 $272 $ $5,158 $ $ 5,158
Other Income, Net....... 111 -- 111 111
Costs and Expenses...... 4,412 232 10 (i) 4,654 4,654
------- ---- ------- ------ ------- -----------
Income Before Interest
Expense,
Income Taxes and
Minority Interest...... 585 40 (10) 615 615
Interest Expense........ 145 12 8 (i) 165 (33)(j) 132
Income Tax Expense...... 171 8 (2)(i) 177 13 (j) 190
Minority Interest....... 15 -- 15 15
------- ---- ------- ------ ------- -----------
Income From Continuing
Operations............. $ 254 $ 20 $ (16) $ 258 $ 20 $ 278
======= ==== ======= ====== ======= ===========
Average number of common
shares outstanding..... 170,418,046
===========
Income from continuing
operations per share... $ 1.63
===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to New Tenneco's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
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<PAGE>
NEW TENNECO INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
NEW ACQUISITIONS TRANSACTION
TENNECO PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS PRO FORMA
---------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating
Revenues............... $5,221 $2,035 $ $7,256 $ $ 7,256
Other Income, Net....... 39 6 45 45
Costs and Expenses...... 4,588 1,888 17 (i) 6,493 6,493
------ ------ ---- ------ -------- -----------
Income Before Interest
Expense,
Income Taxes and
Minority Interest...... 672 153 (17) 808 808
Interest Expense........ 160 126 5 (i) 291 (115)(j) 176
Income Tax Expense...... 231 19 (9)(i) 241 46 (j) 287
Minority Interest....... 23 -- 23 23
------ ------ ---- ------ -------- -----------
Income From Continuing
Operations............. $ 258 $ 8 $(13) $ 253 $ 69 $ 322
====== ====== ==== ====== ======== ===========
Average number of common
shares outstanding..... 173,995,941
===========
Income from continuing
operations per share... $ 1.85
===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to New Tenneco's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
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<PAGE>
NEW TENNECO INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) To reflect the settlement or capitalization of intercompany accounts
receivable and payable with Old Tenneco affiliates pursuant to the Corporate
Restructuring Transactions.
(b) To reflect the acquisition by New Tenneco of certain receivables from
Tenneco Credit Corporation, an Old Tenneco affiliate, in connection with the
Merger.
(c) To reflect the allocation between New Tenneco, Newport News and Old Tenneco
of certain corporate assets and liabilities in connection with the Corporate
Restructuring Transactions, the Distributions and the Merger.
(d) To reflect a $109 million receivable from Old Tenneco pursuant to the
Distribution Agreement and Merger Agreement for certain tax benefits to be
realized as a result of the Debt Realignment.
(e) To reflect the transfer to New Tenneco of insurance liabilities and the
related portfolio of short-term cash investments and other assets
previously held by Eastern Insurance Company Limited, an Old Tenneco
affiliate, in connection with the Corporate Restructuring Transactions and
the Merger.
(f) To reflect the cash contribution from New Tenneco to Old Tenneco pursuant to
the Cash Realignment provisions of the Distribution Agreement and Merger
Agreement.
(g) To reflect adjustments to New Tenneco's indebtedness for the pre-
Distributions restructuring and refinancing of debt pursuant to the Debt
Realignment. If the Debt Realignment had been consummated on September 30,
1996, on a pro forma basis, New Tenneco would have had total long-term
debt of $2,058 million, and short-term debt of $258 million, principally
from commercial paper borrowings. The total pro forma long-term debt
includes $1,998 million of New Tenneco public debt securities ($1,860
million aggregate principal amount) exchanged in the New Tenneco debt
exchange offers, which was recorded based on fair value, and $60 million of
other long-term debt borrowings. Tenneco incurred an extraordinary charge
as a result of the Debt Realignment of approximately $235 million after-
tax. Certain other costs were also incurred in connection with the
Corporate Restructuring Transactions and the Distributions totalling
approximately $105 million after tax. The effect on New Tenneco's debt of
these costs has been reflected in this pro forma adjustment. However, such
charges have not been reflected in the pro forma income statement.
(h) To reflect the distribution of New Tenneco common stock to the holders of
Old Tenneco common stock at an exchange ratio of one share of New Tenneco
common stock for each share of Old Tenneco common stock.
(i) To reflect additional depreciation and amortization related to the
Combined Acquisitions resulting from New Tenneco's purchase accounting
adjustments, interest expense at an assumed rate of 5.90% on the debt
issued to complete the acquisitions, and the related tax effects at an
assumed effective tax rate of 40%. The excess of New Tenneco's purchase
cost over the fair value of assets acquired and liabilities assumed is
amortized over 40 years for Clevite and 30 years for Amoco Foam Products.
(j) To reflect the adjustment to interest expense, and related tax effects at
an assumed effective tax rate of 40%, from the changes in the debt of New
Tenneco pursuant to the Debt Realignment as discussed in (g) above. For
purposes of this pro forma adjustment, the New Tenneco public debt
securities are assumed to bear interest at a weighted average annual
effective interest rate of 7.5%. In addition, the pro forma adjustment to
interest expense includes commitment fees on the unused borrowing capacity
of the New Tenneco credit facility and amortization of deferred debt
financing costs incurred in connection with the debt exchange offers and
the New Tenneco credit facility. A 1/8% change in the assumed interest
rates would change annual pro forma interest expense by approximately $2.9
million, before the effect of income taxes.
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<PAGE>
(c) EXHIBITS. The following is filed herewith. The exhibit number
corresponds with Item 601 of Regulation S-K.
Exhibit No. Description
----------- -----------
2 Distribution Agreement (the "Distribution
Agreement"), dated as of November 1, 1996, by
and among the Registrant, Old Tenneco and
Newport News (incorporated herein by reference
to Exhibit 2 to the Registrant's Registration
Statement on Form 10, dated November 6, 1996,
File No. 1-12387).
2.1 Amendment No. 1 to Distribution Agreement
dated as of December 11, 1996 by and among the
Registrant, Old Tenneco and Newport News.*
-------
* Filed herewith
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TENNECO INC.
Dated: February 24, 1997 By: /s/ MARK A. McCOLLUM
____________________
Mark A. McCollum
Vice President and Controller
<PAGE>
EXHIBIT 2.1
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment") is made
and entered into as of this 11th day of December, 1996 by and among TENNECO
INC., a Delaware corporation ("Tenneco"), NEW TENNECO INC., a Delaware
corporation ("Industrial Company"), and NEWPORT NEWS SHIPBUILDING INC. (formerly
known as Tenneco InterAmerica Inc.), a Delaware corporation ("Shipbuilding
Company").
R E C I T A L S
A. Tenneco, Industrial Company and Shipbuilding Company previously
entered into a Distribution Agreement, dated as of November 1, 1996 (the
"Distribution Agreement"), pursuant to which, among other things, Tenneco will
separate and divide its existing business so that (i) its automotive, packaging
and business services businesses (the "Industrial Business") shall be owned
directly and indirectly by Industrial Company and (ii) the shipbuilding business
(the "Shipbuilding Business") shall be owned directly and indirectly
Shipbuilding Company.
B. Tenneco, Industrial Company and Shipbuilding Company desire to amend
the Distribution Agreement as specifically permitted thereunder.
NOW, THEREFORE, in consideration of the mutual promises and agreements of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
A G R E E M E N T S
1. Terms. Unless otherwise defined herein, terms used herein shall have
the meaning ascribed thereto as set forth in the Distribution Agreement.
2. Amendments. Tenneco, Industrial Company and Shipbuilding Company have
determined pursuant to Section 2.01 of the Distribution Agreement that: (a) it
is necessary to amend, supplement, modify and, in certain respects, eliminate
certain of the Corporate Restructuring Transactions to properly divide the
existing businesses of Tenneco so that (i) the Industrial Business shall be
owned directly and indirectly by Industrial Company and (ii) the Shipbuilding
Business shall be owned directly and indirectly by the Shipbuilding Company, and
(b) that such amendments, modifications, supplements and eliminations neither
individually or in the aggregate, adversely affect the Energy Business nor
materially delay or prevent the consummation of the Merger. Accordingly,
<PAGE>
pursuant to Section 2.01 and Section 8.08 of the Distribution Agreement, the
Distribution Agreement is hereby amended as follows:
a. Section 5.04(c) of the Distribution Agreement is hereby amended by
deleting the term "Shipbuilding Subsidiary" in the first line and inserting the
term "Shipbuilding Company" in lieu thereof.
b. Exhibit B to the Distribution Agreement is hereby deleted in its
entirety and the Exhibit B attached hereto is substituted in lieu thereof.
c. Exhibit E to the Distribution Agreement is hereby deleted in its
entirety and the Exhibit E attached hereto is substituted in lieu thereof.
d. Exhibit G to the Distribution Agreement is hereby deleted in its
entirety and the Exhibit G attached hereto is substituted in lieu thereof.
e. Exhibit J to the Distribution Agreement is hereby deleted in its
entirety and the Exhibit J attached hereto is substituted in lieu thereof.
3. Distribution Agreement in Full Force. Except as herein amended or
modified, the Distribution Agreement shall remain unchanged and in full force
and effect and is hereby ratified, approved and confirmed in all respects.
4. References. After the date hereof, all references in the Distribution
Agreement to "Agreement," "hereof" or similar terms shall refer to the
Distribution Agreement as hereby amended.
5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of Tenneco, Industrial Company and Shipbuilding Company and their
respective successors and assigns.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws, and not the laws of conflict, of the State of
Delaware.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
TENNECO INC.
By: /s/ Karl A. Stewart
-------------------------
Name: Karl A. Stewart
------------------
Title: Vice President
------------------
NEW TENNECO INC.
By: /s/ Robert G. Simpson
-------------------------
Name: Robert G. Simpson
------------------
Title: Vice President
------------------
NEWPORT NEWS SHIPBUILDING INC.
By: /s/ Stephen B. Clarkson
--------------------------
Name: Stephen B. Clarkson
-------------------
Title: Vice President
-------------------
<PAGE>
Exhibit B
to the
Distribution Agreement
<PAGE>
PROJECT LIZA
TRANSACTION STEPS
Set forth below are the transactions that, as applicable, the members of
each of the Energy Group, Industrial Group, and Shipbuilding Group will
consummate in connection with the Distributions and Merger. Capitalized terms
used but not otherwise defined herein have the meaning ascribed to them under
the Distribution Agreement.
A. REALIGNMENT OF INTERCOMPANY ACCOUNTS
Except as otherwise provided in Section B below, the following transactions
will be effected as of October 31, 1996 to realign the intercompany accounts of
the Groups. As a result of these transactions, Tenneco will have one net
intercompany account receivable or payable with New Tenneco Inc. ("Industrial
Company") and one net intercompany account receivable or payable with Newport
News Shipbuilding Inc. ("Shipbuilding Company"), and all other intercompany
accounts payable or receivable of members of each Group (other than trade
accounts) will be exclusively between members of that Group. Following
completion of these transactions, there will be no further transfers of funds
between members of the different Groups other than pursuant to transactions
occurring in the ordinary course of business (trade accounts), transfers from or
to Tenneco and either Industrial Company or Shipbuilding Company, and transfers
required or otherwise permitted pursuant to these Corporate Restructuring
Transactions.
1. Realignment of Industrial Group Intercompany Accounts. Each member of
the Industrial Group having a net intercompany receivable from a member of the
Energy Group or the Shipbuilding Group (excluding trade accounts receivable)
will transfer such net intercompany receivable to Industrial Company in exchange
for an intercompany advance receivable from Industrial Company in an amount
equal to the amount of the net intercompany receivable transferred. Industrial
Company will assume the net intercompany payable of each member of the
Industrial Group having a net intercompany payable to a member of the Energy
Group or the Shipbuilding Group (excluding trade accounts payable) in exchange
for the issuance by each such Industrial Group member of an intercompany advance
payable to Industrial Company in an amount equal to the amount of the net
intercompany payable assumed. Industrial Company will consent to the assumption
of other net intercompany payables by Shipbuilding Company or Tenneco as
provided in this Section A.
2. Realignment of Shipbuilding Group Intercompany Accounts. Shipbuilding
Company will cause each member of the Shipbuilding Group having a net
intercompany receivable from a member of the Industrial Group or the Energy
Group to transfer such net intercompany receivable to Shipbuilding Company in
exchange for an intercompany advance receivable from Shipbuilding Company in an
amount equal to the amount of the net intercompany receivable transferred.
Shipbuilding Company will assume the net intercompany payable of each member of
the Shipbuilding Group having a net intercompany payable to a member of the
Industrial Group or the Energy Group (excluding trade accounts payable) in
exchange for the issuance by each such Shipbuilding Group member of an
intercompany advance payable to Shipbuilding Company in an amount equal to the
amount of the net intercompany payable assumed. Shipbuilding Company will
<PAGE>
Project Liza Transaction Steps
Page 2
consent to the assumption of other net intercompany payables by Industrial
Company or Tenneco as provided in this section A.
3. Realignment of Energy Group Intercompany Accounts. Tenneco will cause
each member of the Energy Group having a net intercompany receivable from a
member of the Industrial Group or the Shipbuilding Group to transfer such net
intercompany receivable to Tenneco in exchange for an intercompany advance
receivable from Tenneco in an amount equal to the amount of the net intercompany
receivable transferred. Tenneco will assume the net intercompany payable of each
member of the Energy Group having a net intercompany payable to a member of the
Industrial Group or the Shipbuilding Group (excluding trade accounts payable) in
exchange for the issuance by each such Energy Group member of an intercompany
advance payable to Tenneco in an amount equal to the amount of the net
intercompany payable assumed. Tenneco will consent to the assumption of other
net intercompany payables by Industrial Company or Shipbuilding Company as
provided in this section A.
4. Realignment of Intercompany Accounts Between Industrial Company and
Shipbuilding Company. If after the completion of steps A(1) through A(3),
Industrial Company has a net intercompany receivable from Shipbuilding Company
(excluding trade accounts), Tenneco will assume Shipbuilding Company's net
payable to Industrial Company in exchange for the issuance by Shipbuilding
Company of an intercompany advance payable to Tenneco in an amount equal to the
amount of the net intercompany payable assumed. If after the completion of steps
A(1) through A(3), Shipbuilding Company has a net intercompany receivable from
Industrial Company, Tenneco will assume Industrial Company's net payable to
Shipbuilding Company in exchange for the issuance by Industrial Company of an
intercompany advance payable to Tenneco having a face amount equal to the face
amount of the net intercompany payable assumed.
B. Preliminary Debt Realignment Transactions
1. Capitalization or Liquidation of Subsidiaries. The following
transactions will be effected to increase the capitalization of various
subsidiaries and to liquidate other subsidiaries. Except as otherwise noted, the
transfers are effective as of 10/31/96. Transfers of funds will be accomplished
by daylight overdrafts.
a. Newport News Shipbuilding and Dry Dock Company ("Newport News")
will transfer to Newport News Industrial Corporation ("NNIC") as a contribution
to capital $1,700,000. NNIC will transfer the funds to Newport News as an
intercompany advance.
b. NNIC will transfer to Newport News Industrial Corporation of Ohio
("NNICO") as a contribution to capital $200,000. NNICO will transfer the funds
to NNIC as an intercompany advance.
c. TGP will transfer to TII as a contribution to capital the
intercompany account payable owed by Tenneco Automotive Trading Company ("TATC")
to TGP as of August 31, 1996 ($___________).
<PAGE>
Project Liza Transaction Steps
Page 3
d. TII will transfer to TATC as a contribution to capital the
intercompany account payable received by TII in step B(1)(c).
e. TGP will transfer to Tenneco Brake Inc. as a contribution to
capital $15,000,000. Tenneco Brake Inc. will transfer the funds to TGP as an
intercompany advance. The intercompany advance will be settled as provided in
Section A above.
f. TGP will transfer to Walker Electronic Silencing Inc. as a
contribution to capital $10,000,000. Walker Electronic Silencing Inc. will
transfer the funds to TGP as a intercompany advance. The intercompany advance
will be settled as provided in Section A above.
g. TGP will transfer to TII as a contribution to capital the
intercompany account payable owed by Walker Europe Inc. to TGP as of October 31,
1996 ($_____________). TII will transfer to Walker Europe Inc. as a
contribution to capital (1) the intercompany account payable received pursuant
to the previous sentence, and (2) $10,000,000. Walker Europe Inc. will transfer
$10,000,000 to TII as an intercompany advance. The intercompany advance will be
settled as provided in Section A above.
h. Effective as of October 30, 1996, Tenneco will transfer to Tenneco
Liquidation Company (f/k/a Tenneco Business Services Inc.) ("TBS") as a
contribution to capital $60,000,000. TBS will transfer the funds to Tenneco as
an intercompany advance. The intercompany advance will be settled as provided
in Section A above. Effective as of October 31, 1996, Tenneco will transfer to
TBS as a contribution to capital the intercompany account payable owed by TBS to
Tenneco as of August 31, 1996 ($___________).
i. Tenneco Corporation will transfer to Tenneco Independent Power I
Company as a contribution to capital $5,000,000. Tenneco Independent Power I
Company will transfer the funds to Tenneco Corporation as an intercompany
advance.
j. Tenneco Corporation will transfer to Tenneco Independent Power II
Company as a contribution to capital $1,000,000. Tenneco Independent Power II
Company will transfer the funds to Tenneco Corporation as an intercompany
advance.
k. Tenneco Corporation will transfer to Tenneco Minerals Company -
Nevada as a contribution to capital $5,000,000. Tenneco Minerals Company -
Nevada will transfer the funds to Tenneco Corporation as an intercompany
advance.
l. Tenneco Corporation will transfer to Tenneco Oil Company as a
contribution to capital $700,000,000. Tenneco Oil Company will transfer the
funds to Tenneco Corporation as a intercompany advance.
m. Tenneco Corporation will transfer to Tenneco Power Generation
Company as a contribution to capital $5,000,000. Tenneco Power Generation
Company will transfer the funds to Tenneco Corporation as an intercompany
advance.
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n. Tenneco Power Generation Company will transfer to Tenneco Ethanol
Company as a contribution to capital $10,000,000. Tenneco Ethanol Company will
transfer the funds to Tenneco Power Generation Company as an intercompany
advance.
o. The following subsidiaries will merge into their respective parent
corporations as indicated below:
Subsidiary Parent
- ------------------------------------- -----------------------------------
Holmes Machinery Company The Pullman Company
Pullman RSC Company The Pullman Company
Pullman Aircraft Products Inc. Pullman Aerospace, Inc.
Pullman Aerospace Inc. The Pullman Company
Peabody Instruments, Inc. Peabody International Corporation
Peabody Noise Control Inc. Peabody International Corporation
Holmes Blowers Inc. Peabody International Corporation
Peabody Solid Wastes Management Inc.- Peabody International Corporation
DeWald
Peabody ABC Corp. Peabody International Corporation
Peabody Pumps, Inc. Peabody International Corporation
Galco Inc. Peabody International Corporation
2. Refinancing of TIHC Liquidity Facility and TIHC Loans to Tenneco.
Effective as of November 1, 1996, Tenneco International Holding Corp. (Delaware)
("TIHC") will restructure its credit facility with Tenneco Credit corporation
("TCC") and its loans to Tenneco as follows:
a. Tenneco will transfer to Industrial Company as an intercompany
advance an amount of funds equal to $25,000,000.
b. Industrial Company will transfer the funds received in step B(2)(a)
to Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company; see step C(13))
("TAI") as an intercompany advance.
c. TAI will enter into a credit facility with TIHC on terms identical
to the terms of the credit facility currently existing between TIHC and TCC.
TAI will transfer the funds received in step B(2)(b) to TIHC as an advance of
funds under the terms of the TAI/TIHC credit facility.
d. Tenneco will transfer to TIHC an amount of funds equal to the
accrued balance through October 31, 1996 on TIHC's net intercompany loan to
Tenneco, and the loan shall be canceled.
e. From the funds received in steps B(2)(c) and B(2)(d), TIHC will
transfer to TCC an amount of funds equal to the accrued balance through October
31, 1996 under TIHC's credit facility with TCC, and the credit facility will be
terminated.
f. TCC will transfer the funds received in step B(2)(e) to Tenneco as
an intercomapny loan.
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g. TIHC will transfer any funds remaining after the transfer described
in step B(2)(e) to Industrial Company as an intercompany loan (on terms
substantively identical to the terms of the prior loan to Tenneco).
h. Industrial Company will transfer the funds received in step B(2)(g)
to Tenneco as an intercompany advance.
There will be no actual transfers of funds in step B(2); the intercompany
transfers will be accomplished though journal entries.
3. Purchase of Diamond Notes. Sara Lee Corporation currently holds a note
issued by Tenneco Packaging Inc. to Diamond International Inc. (the "TPI Diamond
Note") and two notes issued by Tenneco International Inc. ("TII") to Diamond
International Inc. (the "TII Diamond Note"). Tenneco Corporation's distribution
of the stock of Shipbuilding Company and Industrial Company in step C(16) may
violate certain provisions of a guarantee agreement executed by Tenneco
Corporation in connection with the issuance of the Diamond Note. To eliminate
the possibility of a violation of the agreement, the Diamond Notes will be
purchased from Sara Lee on November 15, 1996 as follows:
a. Tenneco will transfer to Industrial Company as an intercompany
advance an amount of funds equal to the purchase price of the TPI Diamond Note
($1,365,000).
b. Industrial Company will transfer the funds received in Step B(3)(a)
to Tenneco Packaging Inc. as an intercompany advance.
c. Tenneco will transfer to TII as an intercompany advance an amount
of funds equal to the fair market value of the TII Diamond Notes ($3,769,000
plus $673,000).
d. Tenneco Packaging Inc. and TII will transfer the funds received in
steps B(3)(b) and B(3)(c) to Sara Lee Corporation in exchange for the TPI
Diamond Note and the TII Diamond Note, respectively.
Step B(3) will be accomplished by a direct transfer of funds ($5,807,000) from
Tenneco to Sara Lee Corporation. The intercompany transfers will be
accomplished through Journal entries.
4. TCC Sale of Case Receivables. Effective as of December 5, 1996, TCC will
sell all of its interest in the receivables relating to the business of Case
Corporation (the "Case Receivables") to a newly formed wholly owned Industrial
Company subsidiary ("Tenneco Retail Receivables Company") as follows:
a. Tenneco will transfer to Industrial Company as an intercompany
advance an amount of funds equal to the fair market value of the Case
Receivables (approximately $160,000,000).
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b. Industrial Company will transfer the funds received in step B(4)(a)
to Tenneco Retail Receivables Company as an intercompany advance.
c. Tenneco Retail Receivables Company will transfer the funds received
in step B(4)(b) to TCC in exchange for the Case Receivables.
d. TCC will transfer the funds received in step B(4)(c) to Tenneco as
an intercompany loan.
e. Tenneco Retail Receivables Company will sell all or a portion of
the Case Receivables to a third party for cash.
f. Tenneco Retail Receivables Company will transfer the funds received
in step B(4)(e) to Industrial Company as a repayment of the intercompany advance
received from Industrial Company in step B(4)(b).
g. Industrial Company will transfer the funds received in step B(4)(e)
to Tenneco as a repayment of the intercompany advance received from Tenneco in
step B(4)(a). Tenneco will use the funds to repay short-term borrowings under
its credit facility or for other corporate purposes.
The funds to be received in step B(4)(e) will be transferred directly from the
third party's bank to Tenneco's credit facility administrative agent for credit
to Tenneco's account. No other funds transfers will be required in step B(4).
5. TCC Transfer of Interest in Industrial Group Receivables. Effective as of
December 9, 1996, TCC will transfer all of its interest and obligations
associated with the receivables relating to the Industrial Business (the
"Industrial Receivables"), including TCC's rights and obligations under
agreements with ASCC to the extent related to the Industrial Receivables, to a
newly formed wholly owned Industrial Company subsidiary ("TMC Texas Inc.") as
follows:
a. Tenneco will transfer to Industrial Company as an intercompany
advance an amount of funds equal to the fair market value of the Industrial
Receivables ($_________________).
b. Industrial Company will transfer the funds received in step B(5)(a)
to TMC Texas Inc. as an intercompany advance.
c. TMC Texas Inc. will transfer the funds received in step B(5)(b) to
TCC in exchange for the Industrial Receivables.
d. TCC will transfer the funds received in step B(5)(c) to Tenneco as
an intercompany loan.
6. Sale of Hvide Van Ommeren Interest. Intentionally omitted.
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7. Termination of Eastern Insurance Company Non-Energy Business
a. On June 21, 1996, Eastern Insurance Company Limited ("Eastern")
paid a dividend of $20,118,711 out of its earned surplus to TGP. TGP transferred
the funds to Tenneco as an intercompany advance.
b. On September 23, 1996, Eastern transferred funds to Tenneco
Management Company in the amount of $34,200,289 representing the amount
described in Section 4.3(c)(i) of the Insurance Agreement attached as Exhibit H
to the Distribution Agreement (i.e., "all amounts which appear as reserves on
the books and records of the Eastern Insurance Provider as of the Termination
Time in respect of claims relating to any Industrial Covered Person which have
been reported prior to the Termination Time").
c. Effective as of [October 31, 1996], Eastern will transfer funds to
Industrial Company in the amount of $2,181,014 representing the amount described
in Section 4.3(c)(iii) of the Insurance Agreement attached as Exhibit H to the
Distribution Agreement (i.e., "50% of 'incurred but not reported' reserve
appearing on the books and records of the Eastern Insurance Provider as of the
Termination Time under the excess liability programs of the Eastern Policies
with respect to Industrial and Energy").
8. Consents of Lessors and Creditors. As soon as practical, the following
consents will be obtained to permit the transactions contemplated by the
Corporate Restructuring Transactions:
a. Counce. The lenders under loan agreements with Counce Finance
Corporation (the "Counce Noteholders") must consent to the distribution by
Tenneco Corporation of substantially all of its assets as contemplated
by paragraph 16 of the Corporate Restructuring Transactions and to the transfer
of the Counce Limited Partnership partnership interests as contemplated by
steps C(6), C(9), and C(15A).
b. GECC Leases. The lenders, equity holder, and trustee under the
Tenneco Packaging Inc. mill leases must consent to Tenneco Packaging Inc.
ceasing to be an affiliate of Tenneco as contemplated by step D(1).
c. Tenneco International Holding Corp. MW Investors L.L.C., as holder
of the Variable Rate Voting Participating Preferred Stock of Tenneco
International Holding Corp., must consent to Tenneco International Holding Corp.
ceasing to be an affiliate of Tenneco as contemplated by step D(1).
9. Execution of Underwriting Agreement. On November 12, 1996, Tenneco will
enter into a firm commitment underwriting agreement with a group of underwriters
relating to the issuance by Tenneco to the underwriter of shares of voting
junior preferred stock of Industrial Company ("New Preferred Stock") for
$300,000,000 cash less underwriting discount.
10. NPS Issuance. On November 18, 1996, Tenneco will issue the New
Preferred Stock to the underwriters in exchange for cash of $300,000,000 less
underwriting discount. Tenneco will use the funds to pay down existing credit
facilities.
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11. Defeasance of a Portion of Tenneco's Consolidated Debt. On December 6,
1996, Tenneco will defease a portion of the debt of TGP and TCC as follows:
a. Tenneco will borrow $283,369,921.01 under Tenneco's existing credit
facilities to effect a defeasance of the following debt obligations:
----------------------------------------------------------------------
Interest
Issuer Face Amount Coupon Maturity at Maturity
----------------------------------------------------------------------
TGP $250,000,000 9.00% 01/15/97 $11,250,000
TCC $ 7,500,000 8.50% 01/30/97 $ 318,750
TCC $ 500,000 8.50% 03/17/97 $ 21,250
TCC $ 3,000,000 8.50% 03/24/97 $ 127,500
TCC $ 5,000,000 8.52% 03/28/97 $ 213,000
TCC $ 6,600,000 8.57% 03/18/97 $ 282,810
------------ -----------
Total $272,600,000 $12,213,310
============= ===========
b. Tenneco will transfer $23,237,635.59 to TCC from the funds
described in step B(11)(a) to defease the TCC debt identified in step B(11)(a).
The transfer will be treated as a payment by Tenneco against its intercompany
loan payable to TCC.
c. Tenneco will transfer $260,132,285.42 to TGP as an intercompany
advance from the funds described in step B(11)(a) to defease the TGP debt
identified in step B(11)(a).
d. TCC will transfer the funds received in step B(11)(b) to JP Morgan,
which will use such funds to purchase U.S. Treasury securities and will transfer
such securities to the indenture trustee in accordance with the terms of the
indenture relating to TCC's debt obligations identified in step B(11)(a) to
effect a legal defeasance of such obligations under the terms of the indenture.
e. TGP will transfer the funds received in step B(11)(c) to JP Morgan,
which will use such funds to purchase U.S. Treasury securities and will transfer
such securities to the indenture trustee in accordance with the terms of the
indenture relating to TGP's debt obligations identified in step B(11)(a) to
effect a legal defeasance of such obligations under the terms of the indenture.
f. The indenture trustee will transfer to Industrial Company any
proceeds from the defeasance portfolio (including investment of such proceeds)
in excess of the amounts necessary to pay the defeased debt at maturity.
12. Consent of $4.50 Preferred. Approval of the Transaction requires the
affirmative vote of holders of a majority of the outstanding shares of Tenneco's
$4.50 Preferred Stock and $7.40 Preferred Stock voting as a class. To ensure
that the holders of Tenneco's $4.50 Preferred Stock vote in favor of the
transaction, Tenneco will obtain an irrevocable proxy from the holders in
exchange for amending the Merger Agreement to fix the formula for determining
the number of shares of Acquiror Parent voting common stock to be paid to the
holders in the Merger.
13. Declaration of Accrued Dividends. Dividends on $4.50 Preferred Stock
otherwise due on March 12, 1997 will be declared on December 4, 1996, payable
to holders of record on December
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9, 1996, and payable on December 12, 1996. Dividends on $7.40 Preferred Stock
otherwise due on December 31, 1996 will declared on October 8, 1996, payable to
holders of record on November 22, 1996, and payable on December 31, 1996.
C. IMPLEMENTATION OF CORPORATE RESTRUCTURING TRANSACTIONS
The following transactions will be effected following the receipt of the
IRS Ruling Letter and on or before the Distribution Date (December 11, 1996)
pursuant to the requirement in Section 2.01 of the Distribution Agreement that
the parties and their affiliates "take such action or actions as is necessary
to cause, effect and consummate the Corporate Restructuring Transactions."
Transactions occurring on the same day shall be deemed to have occurred in the
order listed herein regardless of the order in which the documentation is
executed, filed, or accepted, and regardless of the order in which the funds or
other assets are transferred.
1. Effective as of October 31, 1996, TGP will transfer all of the assets
and associated liabilities of and relating to the Walker muffler shop
distribution center operation located in Carson, California (the "MSDC
BUSINESS") to Tenneco Corporation as a contribution to capital.
2. Effective as of October 31, 1996, Tenneco Corporation will transfer
the MSDC Business to Industrial Company as a contribution to capital. Any title
transfer documents required for steps C(1) and C(2) should reflect the transfer
of the assets directly from TGP to Industrial Company.
3. The following transactions will be effected implement the requirement
that Tenneco Corporation satisfy the active business requirements of I.R.C.(S)
355(b):
a. Effective as of October 31, 1996, TGP will transfer all of the
stock of Midwestern Gas Transmission Company (Delaware) ("MIDWESTERN") to
Tenneco Corporation as a contribution to capital.
b. Effective as of October 31, 1996, Tenneco Energy Resources
Corporation (Delaware)("TERC") will merge into Channel Industries Gas Company
(Delaware)("CIGC"), a wholly owned subsidiary of TERC, with CIGC as the
surviving corporation. In the merger, all of the shares of TERC stock held by
Tenneco Corporation will be canceled, and Tenneco Corporation will become the
owner of all of the shares of CIGC stock formerly held by TERC. As a result of
the merger, CIGC will become a wholly owned direct subsidiary of Tenneco
Corporation, and all of TERC's assets other than the stock of CIGC will become
assets of CIGC.
c. Effective as of October 31, 1996, Tenneco Corporation will
transfer to New Midwestern Inc., a newly formed wholly owned subsidiary of
Tenneco Corporation, as a contribution to capital all of Tenneco Corporation's
Energy Business assets other than stock of subsidiaries, and all of its
liabilities other than liabilities for accrued taxes.
d. Effective as of October 31, 1996, Tenneco Corporation will
transfer to Midwestern as a contribution to capital all of the stock of the
following companies:
Entrade Engine Company (Kentucky)
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H.T. Gathering Company (Texas) (50%)/1/
Petro-Tex Chemical Corporation (Delaware) (in dissolution)
SWL Security Corp. (Texas)
TGP Corporation (Delaware)
Tenneco Minerals Company - California (Delaware)
Tenneco Minerals Company - Nevada (Delaware)
Tenneco OCS Company, Inc. (Delaware)
Tenneco Oil Company (Delaware)
Tenneco Polymers, Inc. (Delaware)
Tennessee Overthrust Gas Company (Delaware)
New Midwestern Inc.
e. Effective as of October 31, 1996, Tenneco Corporation will
transfer to CIGC as a contribution to capital all of the stock owned by Tenneco
Corporation in the following companies:
Deepsea Ventures, Inc. (Delaware)
Tenneco Independent Power I Company (Delaware)
Tenneco Independent Power II Company (Delaware)
Tenneco Insurance Ventures (Delaware)
Tenneco Power Generation Company (Delaware)
Following step C(3), Tenneco Corporation will have no assets other than the
stock of the following companies:
Autopartes Walker, S.A. de C.V. (Mexico) (0.02%)
Channel Industries Gas Company (Delaware)
Midwestern Gas Transmission Company (Delaware)
Newport News Shipbuilding Inc. (Delaware)
New Tenneco Inc. (Delaware)
Tenneco Deutschland Holdinggesellschaft mbH (Germany) (99.97%)
Walker Deutschland GmbH (Germany) (1%)
Tenneco International Holding Corp. (7.82% interest in Common
Stock)
4. Effective as of October 31, 1996, Tenneco will transfer to TGP as a
contribution to capital all of its assets other than cash, the interest rate
swap contracts entered into in August 1996 relating to the Consolidated Debt,
the note receivable from I.C.H. Corporation, the stock to be transferred in step
C(12), and the stock of TGP, and all of its liabilities other than the
Consolidated Debt issued by Tenneco, accrued taxes, unpaid dividends, and the
intercompany payables due to Industrial Company and Shipbuilding Company. The
assets to be transferred to TGP include stock of the following companies:
- -----------
/1/ Tenneco Corporation owns 50% of the issued and outstanding Class A Voting
Stock and 20% of the Class B Nonvoting Stock, 29% of the total equity; and
Houston Pipe Line Company, an unaffiliated company, owns 50% of the issued and
outstanding Class A Voting Stock and 80% of the Class B Nonvoting Stock, 71% of
the total equity.
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Greater Houston Small Business Equity Fund, Inc. (Texas)
Kern County Land Company (Delaware)
MESBIC Financial Corporation of Houston (Texas)
Tenneco Credit Corporation (Delaware)
Tenneco MLP Inc. (Delaware)
5. Effective as of October 31, 1996, Newport News Industrial Corporation
(Virginia) will transfer all of its assets and trade accounts payable to
Shipbuilding Company in exchange for a Shipbuilding Company $4,000,000
promissory note.
6. Subject to receipt of the consent of the Counce Noteholders referred to
in step B(8)(a), effective as of November 30, 1996 TCC will transfer all of its
interest as a limited partner in Counce Limited Partnership, a Texas Limited
Partnership ("Counce"), to Tenneco Corporation in exchange for Voting Preferred
Stock of Tenneco Corporation having a fair market value equal to the aggregate
appraised value of the partnership interest transferred by TCC.
7. Effective as of November 30, 1996, Tenneco Equipment Corporation
("TEC") will transfer (a) all of TEC's interest in the shares of the Common
Stock of TIHC, and (b) all of TEC's interest in the shares of $8.00 Junior
Preferred Stock of TIHC to Tenneco Corporation in exchange for Voting Preferred
Stock of Tenneco Corporation having a fair market value equal to the aggregate
appraised value of the stock transferred by TEC.
8. Effective as of November 30, 1996, TII will transfer all of its
ownership interest (100% unless otherwise indicated) in the following companies
to Tenneco Corporation in exchange for (a) a $50,000 promissory note issued by
Tenneco Corporation and (b) Voting Preferred Stock of Tenneco Corporation. The
consideration issued by Tenneco Corporation will have an aggregate fair market
value equal to the aggregate appraised value of the stock transferred by TII.
Autopartes Walker, S.A. de C.V. (Mexico) (0.02%)
Omni-Pac GmbH (Germany) (1%)
Omni-Pac S.A.R.L. (France) (97%)
Tenneco Automotive Trading Company
Tenneco International Holding Corp. (71.84% interest in Common
Stock and 50% interest in $8.00 Junior Preferred Stock)
Tenneco United Kingdom Holdings Limited
Walker Europe, Inc.
Walker Norge A/S (Norway)
9. Subject to receipt of the consent of the Counce Noteholders referred to
in step B(8)(a), effective as of November 30, 1996 Shipbuilding Company will
transfer its interest as general partner in Counce Limited Partnership to PCA
Leasing Company as a contribution to capital.
10A. On or shortly before the Distribution Date, Shipbuilding Company will
issue $400,000,000 principal amount of high-yield notes, the proceeds of which
(after payment of issuance expenses) will be placed in an escrow account until
the Distribution Date, at which time the funds
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will be transferred to Shipbuilding Company account number 910-2-780 609 at The
Chase Manhattan Bank.
10B. On the Distribution Date, Shipbuilding Company will borrow
$215,000,000 under its credit facility. The funds will be deposited in
Shipbuilding Company account number 910-2-780 609 at The Chase Manhattan Bank.
From the proceeds of the credit facility borrowing and the proceeds of the high-
yield notes released from the escrow described in step C(10A), Shipbuilding
Company will transfer $600,000,000 to NNS Delaware Management Company as a
contribution to capital. NNS Delaware Management Company will loan the funds to
Newport News Shipbuilding and Dry Dock Company. Newport News Shipbuilding and
Dry Dock Company will transfer the proceeds of the loan, plus Shipbuilding
Company's net intercompany receivable from Tenneco, to Tenneco Corporation as a
dividend. Tenneco Corporation will loan the funds received from Shipbuilding
Company to Tenneco. Tenneco will use all of the funds to retire existing TGP
debt as contemplated by the tender offers described in step C(16B), and to
retire existing Tenneco and TCC debt as contemplated by step C(20). To document
that the funds received by Tenneco were used to retire debt, the funds will be
transferred directly from Shipbuilding Company account number 910-2-780 609 at
The Chase Manhattan Bank to the account to be used by The Chase Manhattan Bank
as Depositary for the offers to purchase debt of TGP, TCC, and Tenneco as
contemplated by steps C(16B) and C(20) (account number 910-2-758 084).
11. On the Distribution Date following consummation of step C(10B),
Shipbuilding Company will transfer all of its stock in Tenneco Packaging Inc. to
Tenneco Corporation as a distribution with respect to stock (i.e., return on
contributed surplus), and will transfer all of its stock of PCA Leasing Company
as a dividend.
12. Effective as of October 31, 1996, Tenneco will transfer all of its
ownership interest (100% unless otherwise indicated) in the following companies
to TGP as a contribution to capital and in exchange and consideration for
additional shares of stock of TGP.
Autopartes Walker, S.A. de C.V. (Mexico) (0.02%)
Tenneco Windsor Box & Display Inc. (f/k/a/ DeLine Box & Display,
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda. (Brazil)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business
Services Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products Company)
Tenneco Management Company (f/k/a 1275, Inc.)
Tenneco Moorhead Acquisition Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
13. Effective as of October 31, 1996, Monroe Auto Equipment Company will
change its name to Tenneco Automotive Inc., and will create three divisions:
Monroe Auto Equipment Company division
Walker Manufacturing Company division
Tenneco Automotive Headquarters division
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Effective as of October 31, 1996 following the name change referred to in the
previous sentence. TGP will transfer all of the assets and related liabilities
of the Walker Manufacturing Company division of TGP (other than the MSDC
Business transferred in step C(1) and (2)) to the Walker Manufacturing Company
Division of Tenneco Automotive Inc., and will transfer all of the assets and
liabilities of the Tenneco Automotive Headquarters Division to the Tenneco
Automotive Headquarters division of Tenneco Automotive Inc., in each case as a
contribution to capital. For purposes of this transfer, TGP's Asheville, N.C.
plant shall not be treated as part of the Walker Manufacturing Company
division's assets nor as part of the Tenneco Automotive Headquarters Division's
Assets. See Step 21 for the transfer of the Asheville, N.C. property.
14. Effective as of October 31, 1996 following consummation of step C(12)
TGP will transfer all of its ownership interest (100% unless otherwise
indicated) in the following assets to Tenneco Corporation as a contribution to
capital and in exchange and consideration for additional shares of common stock
of Tenneco Corporation.
Autopartes Walker, S.A. de C.V. (Mexico) (99.94)/2/
Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company)
Monroe-Mexico S.A. de C.V. (Mexico) (0.01%)
Proveedora Walker S.A. de C.V. (Mexico) (99.99%)/3/
Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica) (1%)
Tenneco Brake, Inc.
Walker Electronic Silencing, Inc.
Walker Manufacturing Company
Stock Received in Step (12) above
---------------------------------
Tenneco Windsor Box & Display Inc. (f/k/a DeLine Box & Display,
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda (Brazil)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business
Services Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products Company)
Tenneco Management Company (f/k/a/ 1275, Inc.)
Tenneco Moorhead Acquisition Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
- ----------------------
/2/ Includes 0.02% interest acquired from Tenneco in step 12 above.
/3/ TGP owns 49,999 shares, and Tenneco Automotive Inc. (f/k/a Monroe Auto
Equipment Company) owns 1 share.
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15A. Effective as of October 31, 1996 following the consummation of step
C(14), Tenneco Corporation will transfer all of its ownership interest (100%
unless otherwise indicated) in the following entities to Industrial Company as a
contribution to capital and in exchange and consideration for additional shares
of stock of Industrial Company.
Stock Owned at October 30, 1996
-------------------------------
Tenneco Deutschland Holdinggesellschaft mbH (Germany)
Tenneco Inc. (Nevada)
Walker Deutschland GmbH (Germany) (1%)
Stock and Assets Received in Step (14)
--------------------------------------
Autopartes Walker, S.A. de C.V. (Mexico) (99.96%)/4/
Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company)
Monroe-Mexico S.A. de C.V. (Mexico) (0.01%)
Proveedora Walker S.A. de C.V. (Mexico) (99.99%)
Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica) (1%)
Tenneco Brake, Inc.
Walker Electronic Silencing, Inc.
Walker Manufacturing Company
Tenneco Windsor Box & Display Inc. (f/k/a DeLine Box & Display,
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda. (Brazil)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business
Services Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products Company)
Tenneco Management Company (f/k/a 1275, Inc.)
Tenneco Moorhead Acquisition Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
15B. Effective as of December 5, 1996 or December 6, 1996, TGP will
transfer to Tenneco Management Company as a contribution to capital the
following assets:
a. All trademarks, trade names, service marks, company or operating
unit names containing the word "Tenneco" or any variation of the name "Tenneco",
such as those names with a "Tenn" or "Ten" syllable and respective applications
or registrations therefor wherever used or registered, except that Tenneco and
the other members of the Energy Group shall retain the right to use the name
"Tennessee" in their respective corporate names or otherwise in respect of the
Energy Business.
- -------------------------
/4/ Includes: 0.02% interest owned by Tenneco Corporation at 12/31/95; and
99.94% interest acquired from TGP. Tenneco Automotive Inc. (f/k/a Monroe Auto
Equipment Company) continues to own 0.02% of the stock.
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b. All other intellectual property that does not solely and directly
relate to the Energy Business and/or the Shipbuilding Business, including but
not limited to patents, copyrights, trademarks, service marks, tradenames,
know-how, trade secrets, licenses and rights therein.
15C. Effective as of November 30, 1996 following the consummation of steps
C(6) through C(8), Tenneco Corporation will transfer all of its ownership
interest (100% unless otherwise indicated) in the following entities to
Industrial Company as a contribution to capital and in exchange and
consideration for additional shares of stock of Industrial Company. The transfer
of the Counce Limited Partnership interest is subject to receipt of the consent
of the Counce Noteholders referred to in step B(8)(a).
Stock and Partnership Interest Received in Steps (6)-(8)
--------------------------------------------------------
Counce Limited Partnership (95% limited partner interest)
Tenneco International Holding Corp. (100% interest in Common
Stock and 100% interest in $8.00 Junior Preferred Stock
Autopartes Walker, S.A. de C.V. (Mexico) (0.02%)
Omni-Pac Gmbh (Germany (1%)
Omni-Pac S.A.R.L. (France) (97%)
Tenneco Automotive Trading Company
Tenneco United Kingdom Holdings Limited
Walker Europe, Inc.
Walker Norge A/S (Norway)
15D. Effective as of December 1, 1996, TGP will transfer to Tenneco
Corporation as a contribution to capital the assets listed on Schedule 1.
Tenneco Corporation will transfer the assets to Industrial Company as a
contribution to capital. Industrial Company will transfer the assets to Tenneco
Management Company as a contribution to capital./5/
15E. On the Distribution Date following the consummation of step C(11),
Tenneco Corporation will transfer the stock of the following entities to
Industrial Company as a contribution to capital:
Stock Received in Step (11)
--------------------------
Tenneco Packaging Inc.
PCA Leasing Company
15F. On the Distribution Date following the consummation of steps C(1)
through C(15E), Tenneco Corporation will transfer all of its assets (excluding
the stock of Industrial Company, Shipbuilding Company, Midwestern, and CIGC, but
including the intercompany receivable from Tenneco received in step C(10B) and
all of its liabilities (excluding liabilities for accrued taxes) to Midwestern
as a contribution to capital. Midwestern will transfer such assets and
liabilities to New
- -----------------------------
/5/ These transfers are being effected as of December 1, 1996 because the
transfer of the partnership interest in Waukegan Corporate Aviation Facilities
cannot become effective earlier than the first day of the month following the
month in which the transfer is approved by the partnership.
<PAGE>
Project Liza Transaction Steps
Page 16
Midwestern as a contribution to capital. Tenneco Corporation shall not acquire
any assets following the consummation of step C(15F) and Tenneco Corporation and
Midwestern will enter into an agreement pursuant to which any assets
inadvertently acquired by Tenneco Corporation following the consummation in step
C(15F) will be deemed contributed to the capital of Midwestern immediately upon
acquisition without any further action by the parties.
16A. On the Distribution Date following the consummation of steps C(1)
through C(15F), Tenneco Corporation will transfer all of the stock of
Shipbuilding Company and Industrial Company to TGP as a distribution with
respect to stock (i.e., return of contributed surplus).
16B. On the Distribution Date following the consummation of step C(16A) and
prior to the consummation of step C(17), Tenneco will purchase the debt of TGP
as follows:
a. Pursuant to a tender offer made on November 8, 1996, Tenneco will
purchase the debt of TGP validly tendered by the holders (and not withdrawn) at
or prior to 5:00 p.m. New York City Time on December 10, 1996 (the "Expiration
Time")./6/ Using the funds received by Tenneco in step C(10B) (which are being
held by The Chase Manhattan Bank as Depositary for the offers to purchase TGP,
TCC, and Tenneco debt), on the Distribution Date Tenneco will purchase the
tendered TGP debt, excluding interest to be paid by TGP. Also on the
Distribution Date, TGP will transfer to The Chase Manhattan Bank as Depositary
for the tender offers an amount of funds equal to the interest to be paid by TGP
pursuant to the terms of the tender offer. To document TGP's payment of interest
on the tendered debt, on the Distribution Date Tenneco will make an actual
transfer of funds into a TGP account (as an intercompany advance), and TGP will
transfer funds from that account to Chase's Depositary account.
b. Tenneco will transfer the TGP debt acquired in step C(16B)(a) to
TGP in exchange for cash equal to Tenneco's cost of acquiring the debt
(including fees and expenses paid by Tenneco in connection with the purchase of
the TGP debt, but excluding accrued interest paid by TGP), thereby extinguishing
the debt.
c. Tenneco will transfer the cash received in step C(16B)(b) to TGP as
an intercompany advance.
The transfers of cash described in steps C(16B)(b) and C(16B)(c) will be
accomplished using a daylight overdraft.
17. On the Distribution Date following the consummation of steps C(16A) and
C(16B), TGP will transfer all of the stock of Shipbuilding Company and
Industrial Company to Tenneco as a distribution with respect to stock (i.e.,
return of contributed surplus).
18. On the Distribution Date following the consummation of step C(17),
Industrial Company will transfer to Tenneco as a dividend the net intercompany
account payable owed by Tenneco to Industrial Company.
- --------------------------
/6/ These Transaction Steps assume that the tender offer will not be extended or
earlier terminated.
<PAGE>
Project Liza Transaction Steps
Page 17
19. On the Distribution Date following the consummation of step C(17),
Industrial Company will participate in the Debt Realignment as follows:
a. Industrial Company will borrow $347,000,000 under a new credit
facility an amount equal to the amount necessary to fund, after payment of
credit facility expenses, a dividend to Tenneco (see step C(19)(d)) which, when
used by Tenneco to fund the retirement of debt pursuant to the Tenneco debt
tender offer, will cause the Actual Energy Debt Amount to be equal to the Base
Amount, as estimated on the Distribution Date.
b. Industrial Company's offer to exchange up to $1,950,000,000 face
amount of Industrial Company debt for certain Tenneco debt will expire at 5:00
p.m. New York City time on December 10, 1996 (the "expiration time")./7/
Pursuant to the exchange offer, Industrial Company will accept for exchange
Tenneco debt validly tendered and not withdrawn as of the expiration time, and
will acquire such Tenneco debt by issuing new debt in exchange therefor on the
first NYSE trading day following the expiration time (the "issuance date," which
is also the Distribution Date). On the Distribution Date, Industrial Company
will deliver the new debt certificates to The Chase Manhattan Bank as exchange
agent for the holders of Tenneco debt participating in the exchange. The
exchange agent will deliver the new debt certificates to such holders on the
third trading day following the expiration time (the "exchange date"). Also on
the Distribution Date, Industrial Company will transfer cash (from the funds
received in step C(19)(a)) to the exchange agent equal to the amount of interest
accrued on the exchanged Tenneco debt up to but excluding the issuance date;
provided that Tenneco, and not Industrial Company, will pay accrued interest up
to the issuance date on exchanged Tenneco debt for which the record date for any
interest payment is prior to the Distribution Date and for which the payment
date for such interest payment is after the issuance date. Interest on the new
debt will accrue from and including the issuance date ("straddle interest"). To
document Tenneco's payment of straddle interest on the exchange debt as required
by the exchange offer, Tenneco will transfer funds equal to the required payment
of straddle interest from a Tenneco Inc. account to the account to be used by
The Chase Manhattan Bank as exchange agent for the payment of such interest
pursuant to the exchange offer.
c. Tenneco will transfer to Industrial Company in exchange for the
Tenneco debt acquired by Industrial Company in step C(19)(b) an amount of funds
equal to the fair market value of the debt issued by Industrial Company to
acquire the Tenneco debt in step C(19)(b), plus the accrued interest to be paid
by Industrial Company on the Tenneco debt, plus any fees and expenses incurred
by Industrial Company in connection with the exchange.
d. Industrial Company will transfer to Tenneco as a dividend the
funds received in steps C(19)(a) and C(19)(c) remaining after payment of accrued
interest on the tendered Tenneco debt and expenses related to the credit
facility and debt exchange.
To document that the funds received in step C(19)(a) and transferred to Tenneco
in step C(19)(d) were used by Tenneco to retire debt, the funds will be
transferred directly from Morgan Guaranty
- ---------------------
/7/ These Transaction Steps assume that the exchange offer will not be extended
or earlier terminated.
<PAGE>
Project Liza Transaction Steps
Page 18
Trust Company of New York as administrative agent for the lenders under the
Industrial Company credit facility to The Chase Manhattan Bank as Depositary for
the Tenneco debt tender offer (see step C(20)(b)). The funds to be received by
Industrial Company in step C(19)(c) and then transferred to Tenneco in step
C(19)(d) will be arranged under a daylight overdraft facility.
20. On the Distribution Date following the consummation of step C(17),
Tenneco will participate in the Debt Realignment as follows:
a. Tenneco will borrow $2,164,000,000 under a new credit facility (the
"Tenneco Credit Facility") an amount equal to the amount necessary to cause the
Actual Energy Debt Amount to be equal to the Base Amount, as estimated on the
Distribution Date, taking into account funds utilized in the Debt Realignment.
b. Pursuant to a tender offer made on November 8, 1996, Tenneco will
purchase the debt of Tenneco and TCC validly tendered by the holders (and not
withdrawn) at or prior to 5:00 p.m. New York City Time on December 10, 1996 (the
"Expiration Time")./8/ From the funds received in step C(20)(a), on the
Distribution Date Tenneco will transfer to The Chase Manhattan Bank as
Depositary for the tender offers an amount of funds sufficient to fund the
purchases of the tendered Tenneco and TCC debt, taking into account the funds
deposited with Chase as Depositary as described in steps C(10B) and C(19)(d) and
the utilization of a portion of such funds as contemplated by step C(16B)(a).
Chase will use such funds to effect the purchases of the tendered Tenneco and
TCC debt on behalf of Tenneco.
c. Tenneco will transfer to TCC the debt of TCC acquired in step
C(20)(b) in exchange for cash equal to Tenneco's cost of acquiring the TCC debt,
including accrued interest plus any fees and expenses incurred by Tenneco in
connection with the acquisition of the TCC debt. Tenneco will use the cash to
repay its intercompany loan from TCC or to make an intercompany advance to TCC.
Step C(20)(c) will be accomplished using a daylight overdraft.
d. Tenneco will repay all of its outstanding bank debt and commercial
paper, pay transaction expenses, transfer funds to Shipbuilding Company and TGP
as necessary to fund the Guaranteed Shipbuilding Cash Amount and the Guaranteed
Energy Cash Amount, respectively (as defined in the Debt and Cash Allocation
Agreement), and fund cash expenditures of Tenneco and its affiliates for the
Distribution Date. To the extent the Shipbuilding Group cash and cash
equivalents on the Distribution Date (taking into account all of the foregoing
transactions) exceeds the Guaranteed Shipbuilding Cash Amount, the excess shall
be transferred by Shipbuilding Company to Tenneco as a dividend. To the extent
the Energy Group cash and cash equivalents on the Distribution Date (taking into
account all of the foregoing transactions, and including the dividend described
in the previous sentence) exceeds the Guaranteed Energy Cash Amount, Tenneco
shall transfer such excess to Industrial Company as a contribution to capital.
e. Tenneco will transfer to TGP as a contribution to capital all of
its assets other than the stock of TGP and the note receivable from I.C.H.
Corporation, and all of its liabilities other than
- ----------------
/8/ These Transaction Steps assume that the tender offer will not be extended or
earlier terminated.
<PAGE>
Project Liza Transaction Steps
Page 19
the Consolidated Debt issued by Tenneco (as defined in the Debt Realignment Plan
attached as Exhibit C to the Merger Agreement, including the untendered portions
of Tenneco public debt and the Tenneco Revolving Debt incurred under the Tenneco
Credit Facility), accrued taxes, and unpaid dividends.
Following step 20, Tenneco should have no assets other than the stock of TGP and
the note receivable from I.C.H. Corporation, and no liabilities other than the
Tenneco Credit Facility, the untendered portion of the Tenneco Consolidated
Debt, accrued taxes, and unpaid dividends. Tenneco shall not acquire any assets
following the consummation of step 20, and Tenneco and TGP will enter into an
agreement pursuant to which any assets inadvertently acquired by Tenneco
following the consummation of step 20 will be deemed contributed to the capital
of TGP immediately upon acquisition without any further action by the parties.
21. Effective as of November 30, 1996, TGP will transfer to Tenneco
Asheville Inc., a newly formed wholly owned subsidiary of TGP, as a contribution
to capital the assets and liabilities associated with the Walker Manufacturing
property located in Asheville, NC. TGP will then transfer the stock of Tenneco
Asheville Inc. to Tenneco Corporation as a contribution to capital, and Tenneco
Corporation will transfer the stock of Tenneco Asheville Inc. to Industrial
Company as a contribution to capital.
22. Effective as of November 1, 1996, Tenneco Liquidation Company
(formerly Tenneco Business Services Inc.) will transfer all of its assets and
liabilities to Tenneco Business Services Inc. (formerly Tenneco Technology
Services Inc.). Tenneco Liquidation Company will change its name to Tenneco
Business Services Holdings Inc.
23. On the Distribution Date immediately before the Distributions,
Industrial Company and Shipbuilding Company will issue a stock dividend to
Tenneco as provided in Section 2.02 of the Distribution Agreement.
D. Distributions and Merger
1. On the Distribution Date following the consummation of steps C(1)
through C(23), Tenneco will distribute all of the stock of Industrial Company
and Shipbuilding Company to Tenneco shareholders as a distribution with respect
to stock (i.e., return of contributed surplus) pro rata on the basis of one
share of Industrial Company stock for one share of Tenneco common stock
outstanding and on the basis of one share of Shipbuilding Company stock for five
shares of Tenneco common stock outstanding. Cash will be paid in lieu of issuing
fractional shares of Shipbuilding Company stock. Each share of stock of
Industrial Company and Shipbuilding Company will have attached to it stock
purchase rights (the "Rights") which will entitle the holder to purchase certain
stock of Industrial Company or Shipbuilding Company, as the case may be, upon
the occurrence of certain triggering events.
2. Effective as of the Distribution Date, the account of the employees of
the Shipbuilding Business in the Tenneco Thrift Plan will be transferred to a
Shipbuilding Company qualified plan (the "Shipbuilding Company Thrift Plan") as
of the distribution date. The Shipbuilding Company Thrift Plan will include an
employee stock ownership plan ("ESOP"), and Shipbuilding Company
<PAGE>
Project Liza Transaction Steps
Page 20
stock received with respect to Tenneco stock on their accounts will held subject
to the terms of the ESOP.
3. Effective as of 8:00 a.m. EST on the day following the Distribution
Date, Industrial Company, Acquiror, Acquiror Sub A1, and Acquiror Parent will
consummate the merger of Acquiror Sub A1 into Tenneco (the "Merger").
E. Post-Merger Transactions
1. [Describe transfers of 401(k) accounts and communication of opportunity
to sell shares of non-employer stock.]
2. [Describe settlement of cash under Debt and Cash Allocation Agreement.
If there is a transfer of excess cash from Shipbuilding Company to Industrial
Company, the transfer should be treated as dividend by Shipbuilding Company to
Tenneco and a contribution by Tenneco to the capital of Industrial Company
immediately prior to step D(1). If there is a transfer of cash from Industrial
Company to Shipbuilding Company, the transfer should be treated as dividend by
Industrial Company to Tenneco and a contribution by Tenneco to the capital of
Shipbuilding Company immediately prior to step D(1). Any transfer of cash from
Tenneco to Industrial Company should be treated as a contribution by Tenneco to
the capital Industrial Company immediately prior to step D(1), and any transfer
of cash from Industrial Company to Tenneco should be treated as a dividend by
Industrial Company to Tenneco immediately prior to step D(1).]
3. Effective as of December 12, 1996, Tenneco will make arrangements for
the funding of the Energy Business cash requirements without flowing cash
through Tenneco and without creating any intercompany receivables held by
Tenneco. As soon as practical after the Effective Time, Tenneco will close all
of its bank accounts.
<PAGE>
Project Liza Transaction Steps
Page 21
Schedule 1
Pursuant to the Corporate Restructuring Transactions, the following assets owned
by TGP shall be transferred to Tenneco Management Company.
1. Aviation Assets.
a. All fixed wing corporate aircraft (except the Gulfstream G-II,
serial number 248, and Rolls Royce Spey Model 511-8 engines, manufacturer's
Serial Numbers 9816 and 9844), and spare parts for the aircraft which as of the
Effective Time will not have a net book value in excess of $1 million.
b. Limited partner interest in the Waukegan Corporate Aviation
Facilities, an Illinois limited partnership (which owns the Waukegan, Illinois
airport hangar facility and common facilities), the furniture, fixtures, and
equipment owned by TGP located at the Waukegan aviation facilities, the stock of
Corporate Hangar Services, Inc., an Illinois corporation (which is the corporate
general partner of Waukegan Corporate Aviation Facility), and TGP's sublease of
the aviation facilities from Waukegan Corporate Aviation Facilities.
c. Certain furniture, fixtures, and equipment located in the
Houston, Texas airport hangar facilities associated with the fixed-wing aircraft
described in clause (a), which at the Effective Time will not have a net book
value in excess of $1 million.
2. Furniture, Fixtures, and Equipment. Furniture, fixtures, and equipment
(including furnishings and computer equipment) which as of the Effective Time
will not have a net book value in excess of $2 million located in:
a. Greenwich, CT Management Center.
b. Washington, D.C. office.
c. Houston, Texas office.
3. Albright & Wilson Note. The long-term note receivable from Albright &
Wilson Americas Inc. in the amount of $6,936,384 as of October 31, 1996.
<PAGE>
Exhibit E
to the
Distribution Agreement
<PAGE>
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc. (Delaware)
Tennessee Gas Pipeline Company (Delaware)............................ 100%
Altamont Service Corporation (Delaware)............................ 100
Altamont Gas Transmission Canada Limited (Canada)................ 100
(Altamont Service Corporation is the registered holder of all
of the issued and outstanding shares of Altamont Gas
Transmission Canada Limited, as Trustee for Altamont Gas
Transmission Company, a Joint Venture)
Border Gas Inc. (Delaware) (a close corp.)......................... 37.5
(Tennessee Gas Pipeline Company owns 100% of the Class A Common
Stock, 37.5% of the total equity, and 37.5% of the total voting
stock; unaffiliated companies (Texas Eastern Transmission
Corporation, El Paso Natural Gas Company, Transcontinental Gas
Pipe Line Corporation, Southern Natural Gas Company, and Florida
Gas Transmission Company) own the remaining stock and equity.
Eastern Insurance Company Limited (Bermuda)........................ 100
East Tennessee Natural Gas Company (Tennessee)..................... 100
Tenneco East Natural Gas L.P. (Delaware Limited Partnership)..... 1
(East Tennessee Natural Gas Company, as General Partner, owns
1%; and Tenneco East Corporation, as Limited Partner, owns 99%.)
Energy TRACS, Inc. (Delaware)...................................... 100
Greater Houston Small Business Equity Fund, Inc. (Texas)........... ??
------------------------------------------------------------------------
Kern County Land Company (Delaware)................................ 100
Tenneco Equipment Corporation (Delaware)......................... 100
Marlin Drilling Co., Inc. (Delaware)
Bluefin Supply Company (Delaware)............................ 100
Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil)......... 0.16
(in dissolution)
Bluefin Supply Company owns 0.16%; and Marlin Drilling Co.,
Inc. owns 99.84%)
Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil)........ 99.84
(in dissolution)
Marlin Drilling Co., Inc. owns 99.84%; and Bluefin Supply
Company owns 0.16%)
Tenneco Equipment Holding I Company (Delaware)................. 100
Tenneco Equipment Holding II Company (Delaware)................ 100
Tenneco Equipment Holding III Company (Delaware)............... 100
Tenneco Equipment Holding V Company (North Dakota)............. 100
Tenneco Equipment Holding IV Company (Wisconsin)............... 100
Tenneco Equipment Holding VI Company (Illinois)................ 100
Tenneco West, Inc. (Delaware).................................... 100
Kern County Land Company, Inc. (California).................... 100
Kern River Corporation (Delaware).................................. 0.01
Land Ventures, Inc. (Delaware)..................................... 100
MESBIC Financial Corporation of Houston (Texas).................... ??
------------------------------------------------------------------------
Midwestern Gas Marketing Company (Delaware)........................ 100
Mont Belvieu Land Company (Delaware)............................... 100
1
<PAGE>
<TABLE>
<CAPTION>
ENERGY SUBSIDIARIES
<S> <C>
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
New Tenn Company (Delaware)............................................ 100
(New Tenn Company and New Tennessee Gas Pipeline are in the process
of being merged into Tennessee Gas Pipeline Company.)
New Tennessee Gas Pipeline Company (Delaware).......................... 100
(New Tenn Company and New Tennessee Gas Pipeline are in the process
of being merged into Tennessee Gas Pipeline Company.)
S.K. Petroleum Company (Delaware)...................................... 100
Sandbar Petroleum Company (Delaware)................................... 100
Tennchase Inc. (Texas)................................................. 100
Tenneco Alaska, Inc. (Alaska).......................................... 100
Tenneco-Altamont Corporation (Delaware)................................ 100
Altamont Gas Transmission Company (Delaware Joint Venture)........... 53.34
(Tenneco-Altamont Corporation owns 53 1/3%; Amoco Altamont
Company, an unaffiliated company, owns 33 1/3%; and Entech
Altamont, Inc., an unaffiliated company, owns 13 1/3%.)
Tenneco Argentina Corporation (Delaware)............................... 100
Tenneco Baja California Corporation (Delaware)......................... 100
Tenneco Communications Corporation (Delaware).......................... 100
Tenneco Corporation (Delaware)......................................... 100
(Tennessee Gas Pipeline Company owns 100% of the Common Stock;
Tenneco Credit Corporation owns ___% of the Second Preferred
Stock; Tenneco Equipment Corporation owns ___% of the Second
Preferred Stock; and Tenneco International Inc. owns ___% of the
Second Preferred Stock.)
Channel Industries Gas Company (Delaware)............................ 100
Tenneco Energy Marketing Company (Kentucky)........................ 100
Creole Gas Pipeline Corporation (Louisiana)...................... 100
Entrade Pipeline Company (Kentucky).............................. 100
Channel Gas Marketing Company (Delaware)........................... 100
Oasis Pipe Line Company (Delaware)............................... 30
(Channel Gas Marketing Company owns 100% of the issued and
outstanding Series B Preference Stock and 30% of the Common
Stock, 30% of total equity; Dow Chemical Company, an
unaffiliated company owns 100% of the issued and outstanding
Series A Preference Stock and 70% of the Common Stock, 70%
of total equity.)
Tenneco Gas Processing Company (Delaware).......................... 100
Tenneco Independent Power I Company (Delaware)..................... 100
Tenneco Independent Power II Company (Delaware).................... 100
Tenneco Insurance Ventures (Delaware).............................. 100
Tenneco Offshore Gathering Company (Delaware)...................... 100
Tennessee Gas Marketing Company (Delaware)......................... 100
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
ENERGY SUBSIDIARIES
<S> <C>
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Subsidiaries of Tenneco Corporation
Subsidiaries of Channel Industries Gas Company
Tenneco Power Generation Company (Delaware)........................ 100
Orange Acquisition, Inc. (Delaware).............................. 100
Orange Cogeneration Limited Partnership (Delaware Limited
Partnership)................................................... 49.5
(Orange Acquisition, Inc. owns 49.5% as a Limited Partner;
CSW Orange, Inc., an unaffiliated company, owns ___% as a
Limited Partner; and Orange Cogeneration GP, Inc. owns
---% as General Partner.)
Orange Cogeneration GP II, Inc. (Delaware)..................... 50
(Tenneco Power Generation Company owns 50%; and CSW
Development-I, Inc., an unaffiliated company, owns 50%.)
Orange Cogeneration G.P., Inc. (Delaware)...................... 100
Polk Power GP II, Inc. (Delaware)................................ 50
(Tenneco Power Generation Company owns 50% and CSW
Development-I, Inc., an unaffiliated company, owns 50%.)
Polk Power GP, Inc............................................. 100
Tenneco Ethanol Company (Delaware)............................... 100
Tenneco Ethanol Services Company (Delaware)...................... 100
West Campus Cogeneration Company (Delaware)...................... 100
Midwestern Gas Transmission Company (Delaware)....................... 100
Deepsea Ventures, Inc. (Delaware).................................. ??
Entrade Engine Company (Kentucky).................................. 100
H.T. Gathering Company (Texas)..................................... 50
(Midwestern Gas Transmission Company owns 50% of the issued
and outstanding Class A Voting Stock and 20% of the Class B
Nonvoting Stock, 29% of the total equity; and Houston Pipe
Line Company, an unaffiliated company, owns 50% of the issued
and outstanding Class A Voting Stock and 80% of the Class B
Nonvoting Stock, 71% of the total equity.)
New Midwestern Inc. (Delaware)..................................... 100
Petro-Tex Chemical Corporation (Delaware) (in dissolution)......... 100
(Certificate of Dissolution was filed in Delaware on
January 18, 1995, Final dissolution date will be
January 18, 1998, subject to settlement of any other outstanding
business.)
SWL Security Corp. (Texas)......................................... 100
Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership).... 1
(Midwestern Gas Transmission Company, as General Partner, owns
1%; and Tenneco Midwest Corporation, as Limited Partner owns
99%.)
Tenneco Minerals Company - California (Delaware)................... 100
Tenneco Minerals Company - Nevada (Delaware)....................... 100
Tenneco OCS Company, Inc. (Delaware)............................... 100
Tenneco Oil Company (Delaware)..................................... 100
</TABLE>
3
<PAGE>
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Subsidiaries of Tenneco Corporation
Subsidiaries of Midwestern Gas Transmission Company
Tenneco Polymers, Inc. (Delaware) ................................. 100
Tenneco Eastern Realty, Inc. (New Jersey) ......................... 100
Tennessee Overthrust Gas Company (Delaware) ....................... 100
Overthrust Pipeline Company (Delaware General Partner) .......... 18
(Tennessee Overthrust Gas Company owns an 18% general partnership
interest; unaffiliated parties own 82% partnership interest)
TCP Corporation (Delaware) ........................................ 100
Tenneco Credit Corporation (Delaware) ................................. 100
TenFac Corporation (Delaware) ....................................... 100
Tenneco Deepwater Gathering Company (Delaware) ........................ 100
Tenneco Delta XII Gas Co., Inc. (Delaware) ............................ 100
Tenneco East Corporation (Delaware) ................................... 100
Tenneco East Natural Gas L.P. (Delaware Limited Partnership) ........ 99
(Tenneco East Corporation, as Limited Partner, owns 99%; and East
Tennessee Natural Gas Company, as General Partner, owns 1%.)
Tenneco Energy Europe Inc. (Delaware) ................................. 100
Tenneco Energy Hungary Inc. (Delaware) .............................. 99
[Tenneco Energy Hungary B.V. (Netherlands) ......................... ??]
Tenneco Energy Ltd. (Canada) .......................................... 100
Tenneco Energy Services Company (Delaware) ............................ 100
GreyStar Corporation (Texas) ........................................ 50
(Tenneco Energy Services Company owns 50%, and unaffiliated parties
own 50%. Tenneco Energy Services Company owns 1,135,294 shares of
Series B Preferred Stock, $0.01 par value per share.)
Tenneco Energy AIRCO Inc. (Delaware) ............................... 100
Tenneco Energy OGS Inc. (Delaware) ................................. 100
Tenneco Energy TEPSCO Inc. (Delaware) .............................. 100
Tenneco Energy Inc. (Delaware) ....................................... 100
Tenneco EIS Company (Delaware) ..................................... 100
Tenneco EIS Canada Ltd. (Alberta) ................................ 100
Tenneco Gas Transporation Company (Delaware) ....................... 100
Tenneco Gas Canada, Ltd. (Ontario) ................................... 100
Tenneco Gas International Inc. (Delaware) ............................ 100
Tenneco Energy China Inc. (Delaware) ............................... 100
Tenneco Gas Brazil Corporation (Delaware) .......................... 100
Tenneco Gas International Servicos do Brasil Ltda (Brazil) ....... 100
Tenneco Gas Chile Corporation (Delaware) ........................... 100
Tenneco Energy International (East Asia/Pacific) Inc. (Delaware) ... 100
Tenneco Gas Services (Chile) Corporation (Delaware) ................ 100
Tenneco Gas Transportes S.A. (Chile) ............................. 100
Tenneco Gas Latin America Inc. (Delaware) .......................... 100
4
<PAGE>
<TABLE>
<CAPTION>
ENERGY SUBSIDIARIES
<S> <C>
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Tenneco Gas Louisiana Inc. (Delaware).................................... 100
Martin Exploration Company (Delaware).................................. 100
Tenneco Gas Production Corporation (Delaware)............................ 100
Tenneco Gas Properties Inc. (Delaware)................................... 100
Tenneco Gas Services, Inc. (Delaware).................................... 100
Tenneco Gas Supply Corporation (Delaware)................................ 100
Tenneco Gas Australia Inc. (Delaware).................................... 100
Tenneco Holdings Pty. Ltd. (Australia)................................. 100
Sulawesi Energy Pty Ltd. (Australia)................................. 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Tenneco
Holdings Pty. Ltd. will own 50%, and an unaffiliated
company will own 50%.)
PT Energi Sengkang (Indonesia)..................................... 95
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Sulawesi
Energy Pty. Ltd. will own 95% and an unaffiliated company
will own 5%.)
Tenneco Energy Australia Pty. Limited (Australia).................... 100
Tenneco Energy Queensland Pty. Limited (Australia)................. 100
Tenneco Energy South Australia Pty. Limited (Australia)............ 100
Tenneco Energy Operations and Maintenance Pty. Ltd. (Australia)...... 100
Energy Management Technical Systems Pty. Ltd. (Australia).......... 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Tenneco
Energy Operations and Maintenance Pty. Ltd. will own 50%,
and an Unaffiliated company will own 50%.)
Tenneco Sulawesi Gas Pty. Ltd. (Australia)........................... 100
Energy Equity (Sengkang) Pty. Ltd. (Australia)..................... 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated For the South Sulawesi Project, Tenneco
Sulawesi Gas Pty. Ltd. will own 50%, and an unaffiliated
company will own 50%.)
Galtee Limited (Cayman Islands)........................................ 100
Tenneco International Inc. (Delaware)..................................... 100
Tenneco Nederland B.V. (Netherlands)................................... 100
Tenneco Offshore Netherlands Company (Delaware)........................ 100
Tenneco Liquids Corporation (Delaware)................................... 100
Tenneco Marketing Services Company (Delaware)............................ 100
Tenneco MLP Inc. (Delaware).............................................. 100
Polk Power Partners, L.P. (Delaware Limited Partnership)............. 100
(Tenneco MLP Inc. owns ____% as a Limited Partner;
CSW Mulberry, Inc., an unaffiliated company, owns ____%
as a Limited Partner; GPSF-A Inc., an Unaffiliated
company owns ____% as Preferred Limited Partner; and
Polk Power GP, Inc. owns _____% as the General Partner.)
Tenneco MTBE, Inc. (Delaware)............................................ 100
</TABLE>
5
<PAGE>
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Tenneco Midwest Corporation (Delaware) ................................ 100
Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership ...... 99
(Tenneco Midwest Corporation, as Limited Partner, owns 99%; and
Midwestern Gas Transmission Company, as General Partner, owns 1%.)
Tenneco Pittsfield Corporation (Delaware) ............................. 100
Tenneco Portland Corporation (Delaware) ............................... 100
Tenneco Realty, Inc. (Delaware) ....................................... 100
Tenneco SNG Inc. (Delaware) ........................................... 100
Tenneco Texas Acquisition Inc. (Delaware) ............................. 100
Tenneco Trinidad LNG, Inc. (Delaware) ................................. 100
Tenneco Ventures Bolivia Corporation (Delaware) ....................... 100
Tenneco Ventures Corporation (Delaware) ............................... 100
Tenneco Ventures Poland Corporation (Delaware) ........................ 100
Tenneco Western Market Center Corporation (Delaware) .................. 100
The Western Market Center Joint Venture (Joint Venture) ............. 50
(Tenneco Western Market Center Corporation owns 50%; Entech Gas
Ventures, Inc., an unaffiliated company, owns 15%; Questar WMC
Corporation, an unaffiliated company, owns 25%; and Fuels WMC
Corporation, an unaffiliated company, owns 10%.)
Tenneco Western Market Center Service Corporation (Delaware) ......... 100
TennEcon Services, Inc. (Delaware) ................................... 100
Tenneco Energy Technology Consulting Services Inc. (Delaware)....... 100
Tennessee Gas Transmission Company (Delaware) ........................ 100
Tennessee Storage Company (Delaware) ................................. 100
Tennessee Trailblazer Gas Company (Delaware) ......................... 100
Ten Ten Parking Garage Inc. (Delaware) ............................... 100
The Fontanelle Corporation (Louisiana)................................ 100
The F and E Oyster Partnership (Louisiana Partnership).............. 64
(The Fontanelle Corporation owns 64% as General Partner; and
Expedite Oyster, Inc., an unaffiliated company, owns 36% as
General Partner.)
The LaChute Corporation (Louisiana) .................................. 100
6
<PAGE>
Exhibit G
to the
Distribution Agreement
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Autopartes Walker, S.A. de C.V. (Mexico)................................ 99.98%
(Industrial Company owns 99.98% and Tenneco Automotive Inc. owns
.02%)
Counce Limited Partnership (Texas Limited Partnership).................. 95
(Industrial Company owns 95%, as Limited Partner; and PCA Leasing
Company owns 5%, as General Partner)
Counce Finance Corporation (Delaware)................................. 100
Monroe-Mexico S.A. de C.V. (Mexico)..................................... 0.01
(Industrial Company owns 0.01%; and Tenneco Automotive Inc. owns
99.99%)
Omni-Pac GmbH (Germany)................................................. 1
(Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and Industrial
Company owns 1%)
Omni-Pac S.A.R.L. (France).............................................. 97
(Omni-Pac GmbH owns 3%; and Industrial Company owns 97%)
PCA Leasing Company (Delaware).......................................... 100
Counce Limited Partnership (Texas Limited Partnership)................ 5
(Industrial Company owns 95%, as Limited Partner; and PCA Leasing
Company owns 5%, as General Partner)
Counce Finance Corporation (Delaware)............................... 100
Proveedora Walker S.A. de C.V. (Mexico)................................. 99.99
(Industrial Company owns 49,999 shares, and Tenneco Automotive Inc.
owns 1 share)
Tenneco Asia Inc. (Delaware)............................................ 100
Tenneco Asheville Inc. (Delaware)....................................... 100
Tenneco Automotive Foreign Sales Corporation Limited (Jamaica).......... 1
(Industrial Company owns 1%; and Tenneco Automotive Inc. owns 99%)
Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) (Delaware) 100
Autopartes Walker, S.A. de C.V. (Mexico).............................. 0.02
(Industrial Company owns 99.98%; Tenneco Automotive Inc. owns
0.02%)
Beijing Monroe Automotive Shock Absorber Company Ltd (China).......... 51
(Tenneco Automotive Inc. owns 51%; and Beijing Automotive Industry
Corporation, ana unaffiliated company, owns 49%)
Consorcio Terranova S.A. de C.V. (Mexico)
Tenneco Automotive Inc. owns 99.99%; and Josan Latinamericana
S.A. de C.V., an unaffiliated company, owns 0.01%
McPherson Strut Company Inc. (Delaware)............................... 100
Monroe Auto Equipement France, S.A. (France).......................... 100
Monroe Europe Coordination Center N.V. (Belgium).................... 0.1
(S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement
France, S.A. owns 0.1%)
Monroe Packaging N.V. (Belgium)..................................... 0.1
(S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement
France, S.A. owns 0.1%)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Subsidiaries of Tenneco Automotive Inc.
Tenneco Automotive Italia S.r.l. (Italy)............................. 15
(Tenneco Automotive Inc. owns 85%; and Monroe Auto Equipement
France, S.A. owns 15%)
Monroe Auto Pecas S.A. (Brazil)........................................ 2.82
(Tenneco Automotive Inc. owns 2.82%; Monroe do Brasil Industria e
Comercio Ltda. Owns 82.71%; and Monteiro Aranha S/A, an
unaffiliated company, owns 14.47%)
Monroe-Mexico S.A. de C.V. (Mexico).................................... 99.99
(Tenneco Automotive Inc. owns 99.99%; and Industrial Company owns
0.01%)
Precision Modular Assembly Corp. (Delaware)............................ 100
Rancho Industries Europe B.V. (Netherlands)............................ 100
Tenneco Automotive Foreign Sales Corporation Limited (Jamaica)......... 99
(Tenneco Automotive Inc. owns 99%; and Industrial Company owns 1%)
Tenneco Automotive International Sales Corporation (DE-In Dissolution). 100
Tenneco Automotive Italia S.r.l. (Italy)............................... 85
(Tenneco Automotive Inc. owns 85%; and Monroe Auto Equipement
France, S.A. owns 15%)
Tenneco Automotive Japan Ltd. (Japan).................................. 100
The Pullman Company (Delaware)......................................... 100
Axios Produtos de Elastomeros Limitada (Brazil)...................... 99
(99% The Pullman Company; 1% Peabody International Corporation)
Clevite Industries Inc. (Delaware)................................... 100
Peabody International Corporation (Delaware)......................... 100
Axios Produtos de Elastomeros Limitada (Brazil).................... 1
(99% The Pullman Company; 1% Peabody International Corporation)
Barasset Corporation (Ohio)........................................ 100
Peabody Galion Corporation (Delaware).............................. 100
Peabody Gordon-Piatt, Inc. (Delaware).............................. 100
Peabody N.E., Inc. (Delaware)...................................... 100
Peabody World Trade Corporation (Delaware)......................... 100
Pullmex, S.A. de C.V. (Mexico)................................... 0.1
(99% The Pullman Company; 0.1% Peabody World Trade Corporation)
Peabody-Myers Corporation (Illinois)............................... 100
Pullman Canada Ltd. (Canada)....................................... 61
(61% Peabody International Corporation; 39% The Pullman Company)
Pullman Canada Ltd. (Canada)......................................... 39
(61% Peabody International Corporation; 39% The Pullman Company)
Pullman Standard, Inc. (Delaware).................................... 100
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Pullmex, S.A. de C.V. (Mexico)....................................... 99.9
(99.9% The Pullman Company; 0.1% Peabody World Trade
Corporation)
Tenneco Automotive Trading Company (Delaware)............................ 100
Tenneco Brake, Inc. (Delaware)......................................... 100
Tenneco Brazil Ltda. (Brazil)............................................ 100
Monroe do Brazil Industria e Comercio Ltda. (Brazil)................... 100
Monroe Auto Pecas S.A. (Brazil)...................................... 82.71
(Monroe do Brazil Industria e Comercio Ltda. Owns 82.71%;
Tenneco Automotive Inc. owns 2.82%; and Monteiro Aranha S/A,
an unaffiliated company owns 14.47%)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business Services
Inc.).................................................................. 100
Tenneco Business Services Inc. (f/k/a Tenneco Technology Services Inc.) 100
Tenneco Deutschland Holdinggesellschaft mbH (Germany)................... 99.97
(Industrial Company owns 99.97%; and Atlas Bermoegensverwaltung,
an unaffiliated company, owns 0.03%)
GILLET Unternehmesverwaltungs (Germany)................................ 100
Heinrich Gillet GmbH & Co. KG (Germany).............................. 0.1
(GILLET Unternehmesverwaltungs GmbH owns 0.1%; and
Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%)
Heinrich Gillet GmbH & Co. KG (Germany)................................ 99.9
(Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%; and
GILLET Unternehmesverwaltungs, mbH owns 0.1%)
Gillet-Abgassysteme Zwickau Gmbh (Germany)............................ 100
Mastra-Gillet Industria e Comercio Ltda. (Brazil)..................... 50
(Heinrich Gillet GmbH & Co. KG owns 50%; and Mastra Industria
e Comercio Ltda., an unaffiliated company, owns 50%)
Omni-Pac Ekco GmbH Verpackungsmittel (Germany)......................... 100
Omni-Pac Poland Sp. z o.o. (Poland).................................. 100
PCA Embalajes Espana, S.L. (Spain).................................. 1
(Omni-Pac Ekco GmbH Verpackungsmittel owns 1%; and PCA
Verpackungsmittel GmbH owns 99%)
Omni-Pack GmbH (Germany)............................................... 99
(Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and
Industrial Company owns 1%)
Omni-Pac ApS (Denmark).............................................. 100
Omni-Pac A.B. (Sweden)............................................... 100
Omni-Pack S.A.R.L. (France).......................................... 3
(Omni-Pac GmbH owns 3%; and Industrial Company owns 97%)
Walker Deutschland GmbH (Germany)...................................... 99
(Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and
Industrial Company owns 1%
Walker Gillet (Europe) GmbH (Germany).................................. 100
Tenneco Foam Products Company............................................ 100
Tenneco Inc. (Nevada).................................................... 100
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Tenneco International Holding Corp. (Delaware)........................... 100
Monroe Australia Pty. Limited (Australia).............................. 100
Monroe Springs (Australia) Pty. Ltd. Australia)...................... 100
Monroe Superannuation Pty. Ltd. (Australia).......................... 100
Walker Australia Pty. Limited (Australia)................................ 100
S.A. Monroe Europe N.V. (Belgium)...................................... 100
Borusan Amortisor Imalat Ve Ticaret A.S. (Turkey).................... 16.67
(S.A. Monroe Europe N.V. owns 16.67%; Borusan Holding AS, an
unaffiliated company, owns 83.03%; and various unaffiliated
individual stockholders own 0.3%)
Monroe Europe Coordination Center N.V. (Belgium)..................... 99.9
(S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto
Equipement France, S.A. owns 0.1%)
Monroe Europe (UK) Limited (United Kingdom).......................... 18
(S.A. Monroe Europe N.V. owns 18%; and Tenneco United
Kingdom Holdings Limited owns 82%)
Monroe Packaging N.V. (Belgium)...................................... 99.9
(S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto
Equipement France, S.A. owns 0.1%)
Tenneco Canada Inc. (Ontario).......................................... 51.28
(Tenneco International Holding Corp. owns 100% of the issued and
outstanding Common Stock, 51.28% of total equity; and Tenneco
United Kingdom Holdings Limited owns 100% of the Class A Stock,
48.72% of total equity)
98174 Ontario Limited (Ontario)...................................... 100
Tenneco Canada Wholesale Finance Company (Alberta)................... 100
Tenneco Credit Canada Corporation (Alberta).......................... 100
Tenneco Espana Holdings, Inc. (Delaware)............................... 100
Louis Minuzzi E. Hijos S.A.I.C. (Argentina)........................ 100??
Monroe Springs (New Zealand) Pty. Ltd. (New Zealand)................. 100
Monroe Spain, S.A. (f/k/a Tenneco Espana, S.A.) (Spain)............ 100
Gillet Iberica, S.A. (Spain)....................................... 100
Manufacturas Fonos, S.L. (Spain)................................... 100
Omni-Pac Embalajes S.A. (Spain).................................... 100
Reknowned Automotive Products Manufacturers Ltd. (India)............. 51
Thibault Investments Limited (Mauritius)............................. 100
Hydraulics Limited (India)......................................... 51
(Thibault Investments Limited owns 51% and Bangalore Union
Services Limited, an unaffiliated company, owns 49%)
Tenneco Holdings Denmark A/S (Denmark)................................. 100
Gillet Exhaust Technologie (Proprietary) Limited (South Africa)...... 100
Gillet Lazne Belohrad, s.r.o. (Republic of Czechoslovakia)........... 100
Heinrich Gillet Portuguesa - Sistemas de Escape, Lda. (Portugal)..... 100
Walker Denmark A/S (Denmark)......................................... 100
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Subsidiaries of Tenneco International Holding Corp. (Delaware)
Subsidiaries of Tenneco Holdings Danmark A/S (Denmark)
Walker Inapal Escapes, S.A. (Portugal)............................... 90
(Tenneco Holdings Danmark A/S owns 90%; Inapal, Industria Nacional
de Acessorios Para Automoveis, SA, an unaffiliated company, owns
9.99%; and Walker Danmark A/S owns 0.01%)
Walker France S.A. (France)............................................ 100
Constructions Metallurgiques de Wissembourg - Wimetal (France)....... 100
Societe Europeenne des Ensembles-Montes (France)................... 100
Gillet Tubes Technologies G.T.T. (France)............................ 100
Walker Sverige A.B. (Sweden)........................................... 100
Tenneco Management Company (Delaware).................................... 100
Tenneco Moorhead Acquisition Inc. (Delaware)............................. 100
Tenneco Packaging Hungary Holdings Inc. (Delaware)....................... 100
Tenneco Packaging Inc. (Delaware)........................................ 100
A&E Plastics, Inc. (Delaware).......................................... 100
Alupak A.G. (Switzerland).............................................. 100
American Cellulose Corporation (Delaware).............................. 50
(Tenneco Packaging Inc. owns 50%; and Larry E. Homan, an
unaffiliated individual, owns 50%)
The Corinth and Counce Railroad Company (Mississippi).................. 100
Marinette, Tomahawk & Western Railroad Company (Wisconsin)........... 100
Valdosta Southern Railroad Company (Florida)......................... 100
Dahlonega Packaging Corporation (Delaware)............................. 100
Dixie Container Corporation (Virginia)................................. 100
Dixie Convoy Corporation (North Carolina).............................. 100
Dongguan PCA Packaging Co., Ltd. (Peoples Republic of China)........... 50
(Tenneco Packaging Inc. owns 50%; and Dongguan Dong Ya Color
Printing & Packaging Factory, an unaffiliated company, owns
50%)
EKCO Products, Inc. (Illinois)......................................... 100
E-Z Por Corporation (Delaware)......................................... 100
Hexacomb Corporation (Illinois)........................................ 100
Hexacomb International Sales Corporation (U.S. Virgin Islands)....... 100
Packaging Corporation of America (Nevada).............................. 100
PCA Box Company (Delaware)............................................. 100
PCA-Budafok (Kartongyar) Kft. (Hungary)................................ 100
PCA Hydro, Inc. (Delaware)............................................. 100
PCA Romania Srl (Romania).............................................. 50
(Tenneco Packaging Inc. owns 50%; and Kraftcorr Inc., an unaffiliated
company owns 50%)
PCA Tomahawk Corporation (Delaware).................................... 100
PCA Valdosta Corporation (Delaware).................................... 100
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
INDUSTRIAL SUBSIDIARIES
<S> <C>
Subsidiaries of Industrial Company
Subsidiaries of Tenneco Packaging Inc.
PCA Verpackungsmittel GmbH (Germany).................................... 100
PCA Embalajes Espana S.L. (Spain).................................... 99
(PCA Verpackungsmittel GmbH owns 99%; and Omni-Pac Ekco
GmbH Verpackungsmittel owns 1%)
PCA West Inc. (Delaware)............................................... 100
Coast-Packaging Company (California General Partnership)............. 50
(PCA West Inc. owns 50%, as General Partner; and J.G. Haddy
Sales Company, an unaffiliated Company, owns 50%, as General
Partner)
Pressware International, Inc. (Delaware)............................... 100
Revere Foil Containers, Inc. (Delaware)................................ 100
Tenneco Packaging-Romania S.R.L. (Romania)............................. 100
Tenneco Plastics Company (Delaware).................................... 100
798795 Ontario Limited (Ontario)....................................... 100
PCA Canada Inc. (Ontario)............................................ 100
Tenneco Retail Receivables Company (Delaware)............................ 100
Tenneco Romania Holdings Inc. (Delaware)................................. 100
Tenneco United Kingdom Holdings Limited (Delaware)....................... 100
Monroe Europe (UK) Limited (United Kingdom)............................ 82
(Tenneco United Holdings Limited owns 82%; and S.A. Monroe
Europe N.V. owns 18%)
Omni-Pac U.K. Limited (United Kingdom)................................. 100
Packaging Corporation of America (UK) Limited (Scotland)............... 100
Alpha Products (Bristol Limited (United Kingdom)..................... 100
Calendered Plastics Limited (United Kingdom)......................... 100
Delyn Packaging Limited (United Kingdom)............................. 100
Penlea Plastics Limited (United Kingdom)............................. 100
Polbeth Packaging Limited (Scotland)................................. 100
Brucefield Plastics Limited (Scotland)............................. 100
Polbeth Packaging (Corby) Limited (Scotland)....................... 100
Tenneco Canada Inc.(Ontario)........................................... 48.72
(Tenneco United Kingdom Holdings Limited owns 100% of the Class A
Stock, 48.72% of total equity; and Tenneco International Holding
Corporation owns 100% of the issued and outstanding common stock,
51.28% of total equity)
Tenneco Europe Limited (Delaware)....................................... 100
Tenneco Asia Limited (United Kingdom)................................ 100
Tenneco International Finance Limited (United Kingdom)................. 100
Tenneco International Finance B.V. (Netherlands)..................... 100
Tenneco Management (Europe) Limited (United Kingdom)................... 100
Tenneco Packaging (UK) Limited (United Kingdom)........................ 100
Tenneco West Limited (United Kingdom).................................. 100
Thompson and Stammers Dunmow (Number 6) Limited (United Kingdom)....... 100
Thompson and Stammers Dunmow (Number 7) Limited (United Kingdom)....... 100
6
</TABLE>
<PAGE>
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Subsidiaries of Tenneco United Kingdom Holdings Limited (Delaware)
Thompson and Stammers Dunmow (Number 8) Limited (United Kingdom) 100
Walker Limited (United Kingdom)................................. 100
Gillet Exhaust Manufacturing Limited (United Kingdom)......... 100
Gillet Pressings Cardiff Limited (United Kingdom)............. 100
Gillet Torsmaskiner UK Limited (United Kingdom)............... 50
(Walker Limited owns 100 A Ordinary Shares, 50% of total
equity; and AB Torsmaskiner, an unaffiliated company, owns
100 B Ordinary Shares, 50% of total equity)
Exhaust Systems Technology Limited (United Kingdom).......99.99
(Gillet Torsmaskiner UK Limited owns 99.99%; and Heinrich
Gillet Gmbh & Co. KG & AB Torsmaskiner, an unaffiliated
company owns 0.01%)
Walker UK Ltd. (United Kingdom).............................. 100
J.W. Hartley (Motor Trade) Limited (United Kingdom)........ 100
Tenneco - Walker (UK) Limited (United Kingdom)............. 100
Tenneco Windsor Box & Display, Inc. (f/k/a Deline Box & Display)
(Delaware)..................................................... 100
TMC Texas Inc. (Delaware)........................................ 100
Walker Deutschland GmbH (Germany) ............................... 1
(Industrial Company owns 1%; and Tenneco Deutschland
Holdinggesellsschaft mbH owns 99%)
Walker Europe, Inc. (Delaware)................................... 100
Walker Electronic Silencing Inc. (f/k/a Walker Electronic
Mufflers) (Delaware)........................................... 100
Walker Noise Cancellation Technologies (New York Partnership).. 100
(Walker Electronic Silencing Inc. owns 50% as General
Partner; and Expedite Oyster, Inc., an unaffiliated company,
owns 50% as General Partner)
Walker Manufacturing Company (Delaware).......................... 100
Ced's Inc. (Illinois).......................................... 100
Walker Norge A/S (Norway)........................................ 100
7
<PAGE>
Exhibit J
to the
Distribution Agreement
<PAGE>
SHIPBUILDING SUBSIDIARIES
Subsidiaries of Newport News Shipbuilding Inc. (Delaware) formerly known as
Tenneco InterAmerica Inc.)
Newport News Shipbuilding and Dry Dock Company (Virginia ............ 100%
Asheville Industries Inc. (North Carolina) ........................ 100
Greeneville Industries Inc. (Virginia)............................. 100
Newport News Global Corporation (U.S. Virgin Islands).............. 100
Newport News Industrial Corporation (Virginia)..................... 100
Newport News Industrial Corporation of Ohio (Ohio)............... 100
Newport News Reactor Services, Inc. (Virginia)..................... 100
Tenneco Tanker Holding Corporation (Delaware)...................... 100
The James River Oyster Corporation (Virginia)...................... 100
NNS Delaware Management Company (Delaware).......................... 100
