<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 11-K
------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-12387
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TENNECO 401(k) SAVINGS PLAN FOR CHIPPEWA FALLS
1603 ORRINGTON AVENUE
EVANSTON, ILLINOIS 60204
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
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<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Tenneco Benefits Committee:
We have audited the accompanying statement of net assets available for
benefits of the Tenneco 401(k) Savings Plan for Chippewa Falls as of December
31, 1996, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. These financial statements and
the schedules referred to below are the responsibility of the Tenneco Benefits
Committee. Our responsibility is to express an opinion on these financial
statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Tenneco
401(k) Savings Plan for Chippewa Falls as of December 31, 1996, and the changes
in net assets available for benefits for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 25, 1997
2
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Amoco Foam Products Company
In our opinion, the accompanying statement of net assets available for
benefits (with fund information) presents fairly, in all material respects, the
net assets available for benefits of the Amoco Foam Products Company Chippewa
Falls Savings Plan at December 31, 1995, in conformity with generally accepted
accounting principles. This financial statement is the responsibility of Amoco
Foam Products Company's management; our responsibility is to express an opinion
on this financial statement based on our audit. We conducted our audit of this
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statement taken as a whole. The fund information in the statement of
net assets available for benefits (with fund information) is presented for
purposes of additional analysis rather than to present the net assets available
for benefits of each fund. The fund information has been subjected to the
auditing procedures applied in the audit of the basic financial statement, and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statement taken as a whole.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 14, 1996
3
<PAGE> 4
TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
NORWEST
NORWEST ADVANTAGE NORWEST TENNECO AMOCO
SHORT-TERM GROWTH ADVANTAGE INC. CORP.
INVESTMENT BALANCED INDEX STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
---------- --------- --------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash on hand...................... $ -- $ -- $ -- $ 22 $ 126 $ 148
-------- -------- -------- ---- -------- ----------
Investments, at quoted market
value --
Investment funds............... 186,900 830,309 549,651 -- -- 1,566,860
Tenneco Inc. common stock...... -- -- -- 948 -- 948
Amoco Corp. common stock....... -- -- -- -- 252,114 252,114
-------- -------- -------- ---- -------- ----------
Total investments......... 186,900 830,309 549,651 948 252,114 1,819,922
Interest and dividends
receivable..................... 872 -- -- -- -- 872
-------- -------- -------- ---- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS... $187,772 $830,309 $549,651 $970 $252,240 $1,820,942
======== ======== ======== ==== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE> 5
TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
NORWEST
NORWEST ADVANTAGE NORWEST AMOCO
SHORT-TERM GROWTH ADVANTAGE CORP.
INVESTMENT BALANCED INDEX STOCK
FUND FUND FUND FUND TOTAL
---------- --------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at quoted market value --
Cash equivalents....................... $ -- $ -- $ -- $ 21 $ 21
Investment funds....................... 166,798 557,654 323,585 -- 1,048,037
Amoco Corp. common stock............... -- -- -- 185,400 185,400
-------- -------- -------- -------- ----------
Total investments................. 166,798 557,654 323,585 185,421 1,233,458
Interest and dividends receivable......... 766 28 13 13 820
-------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS........... $167,564 $557,682 $323,598 $185,434 $1,234,278
======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE> 6
TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
NORWEST
NORWEST ADVANTAGE NORWEST TENNECO AMOCO
SHORT-TERM GROWTH ADVANTAGE INC. CORP.
INVESTMENT BALANCED INDEX STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
---------- --------- --------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions
Employee.................... $ 35,557 $161,108 $100,336 $759 $ 41,661 $ 339,421
Employer -- Amoco Foam
Products Company (Note
1)........................ 7,829 30,432 16,352 -- 7,528 62,141
Employer -- Tenneco Inc.
(Note 1).................. 3,565 13,906 7,857 239 2,868 28,435
-------- -------- -------- ---- -------- ----------
Total contributions.... 46,951 205,446 124,545 998 52,057 429,997
-------- -------- -------- ---- -------- ----------
Investment income
Interest income................ 9,183 -- -- -- -- 9,183
Dividend income................ -- 21,184 7,600 -- 7,143 35,927
Net appreciation
(depreciation).............. -- 72,054 81,788 (28) 27,977 181,791
Other income................... 8 -- -- -- 405 413
-------- -------- -------- ---- -------- ----------
Total investment
income............... 9,191 93,238 89,388 (28) 35,525 227,314
-------- -------- -------- ---- -------- ----------
Total additions........ 56,142 298,684 213,933 970 87,582 657,311
INTERFUND TRANSFERS.............. (13,395) 6,312 21,095 -- (14,012) --
DEDUCTIONS:
Distributions to
participants................ 20,233 25,613 4,692 -- 3,154 53,692
Administrative expense......... 2,306 6,756 4,283 -- 3,610 16,955
-------- -------- -------- ---- -------- ----------
NET ADDITIONS.................... 20,208 272,627 226,053 970 66,806 586,664
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year.... 167,564 557,682 323,598 -- 185,434 1,234,278
-------- -------- -------- ---- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year.......... $187,772 $830,309 $549,651 $970 $252,240 $1,820,942
======== ======== ======== ==== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE> 7
TENNECO 401(K) SAVINGS PLAN
FOR CHIPPEWA FALLS
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
1. DESCRIPTION OF THE PLAN
The purpose of the Tenneco 401(k) Savings Plan for Chippewa Falls (the
"Plan") is to provide for tax-deferred and after-tax savings contributions for
Plan participants. The following description of the Plan provides only general
information. Participants should refer to the Plan for a more complete
description of the Plan's provisions.
Amoco Foam Products Company ("Amoco Foam") established the Amoco Foam
Products Company Chippewa Falls Hourly Employee Savings Plan (the "Original
Plan") effective January 1, 1993, pursuant to a collective bargaining agreement.
The Original Plan was adopted using the Norwest Bank Wisconsin, N.A. Defined
Contribution Master Plan and Trust Agreement ("Master Plan"). Effective March
24, 1995, the name of the Original Plan was changed to the Amoco Foam Products
Company Chippewa Falls Savings Plan (the "Amoco Plan").
Effective August 26, 1996, Tenneco Inc. (the "Company") succeeded to
sponsorship of the Amoco Plan as part of a Stock Purchase Agreement between the
Company and Amoco Chemical Holding Company and Amoco Foam Products Company, and
the name of the Amoco Plan was changed to the present Plan name. On December 27,
1996, the Tenneco Inc. Stock Fund investment option was added as an investment
option available to participants of the Plan (Note 4).
All active, full-time hourly rated employees of the Tenneco Packaging,
Chippewa Falls plant who are members of United Steelworkers of America Local 741
are eligible to participate.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are maintained on the accrual basis of
accounting. Investments are reported at market value. Benefits are recorded when
paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of the Company's assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates.
NET APPRECIATION (DEPRECIATION)
Net appreciation (depreciation) is the sum of realized and unrealized gains
(losses).
3. CONTRIBUTIONS
Participants in the Plan can invest a total of 13% of pre-tax and/or
after-tax earnings. The Company contributes, on behalf of the participant, a
matching amount to the Plan equal to 50% of the first 3% of the participant's
contribution. From September through December, 1996, the Company made matching
employer contributions in total of $28,435. Prior to September, Amoco Foam made
matching employer contributions of $62,141 in 1996 and $89,276 in 1995.
Tax-deferred savings contributions per employee are limited to $9,500 and $9,240
in 1996 and 1995, respectively, in accordance with Section 402 of the Internal
Revenue Code.
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TENNECO 401(K) SAVINGS PLAN
FOR CHIPPEWA FALLS
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES -- (CONTINUED)
DECEMBER 31, 1996 AND 1995
4. INVESTMENT OPTIONS
Participants may invest their tax-deferred and after-tax savings
contributions and the matching Company contributions in multiples of 5% in the
following funds:
Norwest Short-Term Investment Fund -- This fund provides a portfolio
of high-quality, short-term investments with protection of principal, daily
liquidity and competitive yields as primary objectives.
Norwest Advantage Growth Balanced Fund -- This fund emphasizes capital
appreciation from quality stocks while attempting to moderate risk by
holding intermediate maturity bonds. The fund's objective is to outperform
a combination of the Standard & Poor's ("S&P") 500 Index and the Shearson
Lehman Intermediate Government and Corporate Bond Index.
Norwest Advantage Index Fund -- This fund is designed to duplicate the
S&P 500 Index return with minimum deviations.
Tenneco Inc. Stock Fund -- On December 27, 1996, the Tenneco Inc.
Stock Fund investment option was added as an investment option available to
participants of the Plan (Note 1). The investment objective of this fund is
to parallel the total return (stock price appreciation/depreciation plus
dividends) of Tenneco Inc. common stock before the inclusion of fees and
expenses for the fund.
Amoco Corp. Stock Fund -- The investment objective of this fund is to
parallel the stock price of Amoco Corporation ("Amoco") common stock before
the inclusion of fees and expenses for the fund. Effective December 27,
1996, no further contributions can be made to this fund. Amounts previously
invested in the Amoco Corp. Stock Fund can continue to be invested in Amoco
stock or can be moved into any of the other investment funds in the Plan.
Dividends paid on Amoco stock will be allocated, based on a participant's
investment elections, to the other investments.
5. VESTING
Participants are fully vested in the portion of their accounts attributable
to their tax-deferred and after-tax savings contributions, but vest in Company
matching contributions evenly over a five-year period. Forfeitures are used to
reduce future employer matching contributions or Plan expenses. There were $0
and $78 of forfeitures in 1996 and 1995, respectively.
6. PLAN DISTRIBUTIONS AND WITHDRAWALS
Upon retirement or termination of employment for any reason, participants
may elect to receive the distribution of their accounts in cash. If a
participant's vested account exceeds $3,500, the participant may elect to defer
receipt of a lump-sum distribution for the entire account balance until no later
than age 65.
Participants are limited to one in-service withdrawal from their after-tax
savings account per calendar year. Participants may not withdraw an amount less
than $1,000 and may withdraw up to 100% of the value of their after-tax account.
Participants may withdraw all or a portion of their accounts attributable
to tax-deferred savings contributions in the event of serious financial hardship
(subject to approval of the Plan administrator and in accordance with the Plan
agreement and applicable regulations of the Internal Revenue Code).
Although it has not expressed any intent to do so, the Company has the
right to terminate the Plan at any time. However, should the Company terminate
the Plan, all participants will become fully vested in their accounts.
8
<PAGE> 9
TENNECO 401(K) SAVINGS PLAN
FOR CHIPPEWA FALLS
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES -- (CONTINUED)
DECEMBER 31, 1996 AND 1995
7. PLAN EXPENSES
Administrative expenses are paid from the Plan in accordance with the terms
of the Plan.
8. FEDERAL INCOME TAXES
The Master Plan received a favorable determination letter on August 27,
1992. The Plan administrator believes that the Plan is designed and is being
operated in compliance with the applicable requirements of the Internal Revenue
Code and, as such, the Plan is qualified and the related trust income is
tax-exempt.
9. RECONCILIATION TO FORM 5500
As of December 31, 1996 and 1995, the Plan had $572 and $0, respectively,
of pending distributions to participants who elected to withdraw from the
operations and earnings of the Plan. These amounts are recorded as a liability
in the Plan's Form 5500; however, in accordance with generally accepted
accounting principles, these amounts are not recorded as a liability in the
financial statements.
The following table reconciles net assets available for Plan benefits per
the financial statements to the Form 5500 as filed by the Company for the year
ended December 31, 1996:
<TABLE>
<CAPTION>
BENEFITS NET ASSETS
PAYABLE TO BENEFITS AVAILABLE FOR
PARTICIPANTS PAID PLAN BENEFITS
------------ -------- -------------
<S> <C> <C> <C>
Per financial statements................................. $ -- $53,692 $1,820,942
Accrued benefit payments................................. 572 572 (572)
------ ------- ----------
Per Form 5500............................................ $572 $54,264 $1,820,370
====== ======= ==========
</TABLE>
9
<PAGE> 10
SCHEDULE I
TENNECO 401(k) SAVINGS PLAN
FOR CHIPPEWA FALLS
ITEM 27(A)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
(EMPLOYER IDENTIFICATION NUMBER 36-2552989, PLAN NUMBER 026)
<TABLE>
<CAPTION>
SHARES/ MARKET
UNITS COST VALUE
------- ---- ------
<S> <C> <C> <C>
Norwest Short-Term Investment Fund*......................... 186,900 $ 186,900 $ 186,900
Amoco Corp. Stock Fund*..................................... 3,127 198,372 252,114
Tenneco Inc. Stock Fund*.................................... 21 976 948
Norwest Advantage Index Fund*............................... 16,072 454,388 549,651
Norwest Advantage Growth Balanced Fund*..................... 36,369 775,950 830,309
------- ---------- ----------
Total.................................................. 242,489 $1,616,586 $1,819,922
======= ========== ==========
</TABLE>
- -------------------------
* Represents a party-in-interest transaction.
The accompanying notes are an integral part of this schedule.
10
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SCHEDULE II
TENNECO 401(k) SAVINGS PLAN
FOR CHIPPEWA FALLS
ITEM 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(EMPLOYER IDENTIFICATION NUMBER 36-2552989, PLAN NUMBER 026)
<TABLE>
<CAPTION>
COST OF COST OF PROCEEDS
PURCHASED ASSETS FROM NET
INVESTMENT ASSETS SOLD SALES GAIN
---------- --------- ------- -------- ----
<S> <C> <C> <C> <C>
Norwest Short Term Investment Fund*..................... $ 58,783 $ 38,681 $ 38,681 $ 0
Amoco Corp. Stock Fund*................................. 67,840 25,233 29,102 3,869
Norwest Advantage Index Fund*........................... 163,108 9,654 18,829 9,175
Norwest Advantage Growth Balanced Fund*................. 263,038 29,373 62,439 33,066
-------- -------- -------- -------
Total.............................................. $552,769 $102,941 $149,051 $46,110
======== ======== ======== =======
</TABLE>
- -------------------------
* Represents a party-in-interest transaction.
The accompanying notes are an integral part of this schedule.
11
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Tenneco Benefits Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
TENNECO 401(k) SAVINGS PLAN FOR
CHIPPEWA FALLS
<TABLE>
<S> <C>
Date: June 27, 1997 By: /s/ DANA G. MEAD
---------------------------------------------
Dana G. Mead
Chairman of the Tenneco
Benefits Committee
</TABLE>
<PAGE> 13
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<C> <S>
23.1 --Consent of Arthur Andersen LLP, Independent Public
Accountants
23.2 --Consent of Price Waterhouse LLP, Independent Accountants
</TABLE>
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated June 25, 1997, included in this Annual Report
on Form 11-K for the year ended December 31, 1996, into the previously filed
Form S-8 Registration Statement of the Tenneco 401(K) Savings Plan for Chippewa
Falls (File No. 333-17487).
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 27, 1997
<PAGE> 1
EXHIBIT 23.2
AMOCO FOAM PRODUCTS COMPANY
CHIPPEWA FALLS SAVINGS PLAN
- --------------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 No. 333-17487 of the Tenneco 401(k) Savings Plan for
Chippewa Falls of our report dated June 14, 1996, appearing in this Form 11-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 25, 1997
