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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
REGISTRATION NO. 333-17483
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE ISSUER: 76-0515284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(Address of Principal Executive Offices) (Zip Code)
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TENNECO INC. BOARD OF DIRECTORS RESTRICTED STOCK PROGRAM
TENNECO INC. BOARD OF DIRECTORS RESTRICTED STOCK
AND RESTRICTED UNIT PROGRAM
(Full Title of the Plan)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(Name and address of agent for service)
TELEPHONE: (203) 863-1000
(Telephone number, including area code, of agent for service)
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REMOVAL OF SHARES FROM REGISTRATION
This Post-Effective Amendment No. 1 to Registration Statement No. 333-17483
("Amendment") is being filed by Tenneco Inc. (formerly known as New Tenneco
Inc.) (the "Registrant") for the purpose of removing from registration under the
Securities Act of 1933, as amended, 12,000 shares of the Registrant's Common
Stock, par value $.01 per share, and the associated preferred share purchase
rights attached thereto ("Common Stock") previously registered for issuance
under the Tenneco Inc. Board of Directors Restricted Stock Program (the "Board
Restricted Stock Program") and 21,796 shares of Common Stock previously
registered for issuance under the Tenneco Inc. Board of Directors Restricted
Stock and Restricted Unit Program (the "Board Restricted Stock and Unit
Program") (collectively the "Unissued Shares"). Effective as of December 31,
1997, the Board Restricted Stock Program and the Board Restricted Stock and Unit
Program merged ("Merger") with and into the 1996 Tenneco Inc. Stock Ownership
Plan ("Ownership Plan") and thus, after such date, no shares of Common Stock
will be issued pursuant to the Board Restricted Stock Program and the Board
Restricted Stock and Unit Program.
Accordingly, Registration Statement No. 333-17483 is hereby amended to
remove from registration 33,796 shares of Common Stock of the Registrant
originally covered by such Registration Statement for issuance under the Board
Restricted Stock Program and the Board Restricted Stock and Unit Program. This
Amendment does not affect the registration of: (i) the 17,000,000 shares of
Common Stock registered under Registration Statement No. 333-17485 for issuance
under the Ownership Plan; or (ii) the 33,796 shares registered for issuance
under the Ownership Plan in connection with the Merger of the Board Restricted
Stock Program and the Board Restricted Stock and Unit Program with and into the
Ownership Plan under Registration Statement No. 333-41535.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut, on this 31st day of March, 1998.
TENNECO INC.
By /s/ DANA G. MEAD
------------------------------------
Dana G. Mead
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 31st day of March, 1998.
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<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S> <C>
/s/ DANA G. MEAD Principal Executive Officer
- ----------------------------------------------------- and Director
Dana G. Mead
/s/ ROBERT T. BLAKELY Principal Financial and
- ----------------------------------------------------- Accounting Officer
Robert T. Blakely
Mark Andrews, W. Michael Blumenthal, Directors
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K. Johnson,
Sir David Plastow, William L. Weiss,
Clifton R. Wharton, Jr.
By: /s/ THEODORE R. TETZLAFF
- ----------------------------------------------------
Theodore R. Tetzlaff
Attorney-in-fact
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SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under the Tenneco Inc. Board of Directors Restricted Stock
Program and the Tenneco Inc. Board of Directors Restricted Stock and Restricted
Unit Program has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwich, State of Connecticut, on this 31st day of
March, 1998.
TENNECO INC. BOARD OF DIRECTORS
RESTRICTED STOCK PROGRAM
TENNECO INC. BOARD OF DIRECTORS
RESTRICTED
STOCK AND RESTRICTED UNIT PROGRAM
By /s/ DANA G. MEAD
------------------------------------
Dana G. Mead
Chairman of Tenneco Inc.
Benefits Committee
