<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION NO. -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
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)
</TABLE>
----------------------------
TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
TENNECO THRIFT PLAN
(Full Title of the Plans)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(Name and address of agent for service)
TELEPHONE: (203) 863-1000
(Telephone number, including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share (including
associated rights).......... 710,000 shares $43.00 $30,530,000 $9,007
================================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low
prices of the Company's Common Stock as reported on the New York Stock
Exchange on March 23, 1998.
----------------------------
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
Pursuant to Rule 429, the Prospectus which relates to shares of Common
Stock registered pursuant to this Registration Statement also relates to 462,000
shares of Common Stock registered pursuant to Registration Statement No.
333-17487 and 395,000 shares of Common Stock registered pursuant to Registration
Statement No. 333-27281.
================================================================================
<PAGE> 2
This Registration Statement covers: (i) 110,000 additional shares of Common
Stock, par value $.01 per share, and the associated preferred share purchase
rights attached thereto (the "Common Stock") of Tenneco Inc. (the "Company"),
which may be offered or sold from time to time pursuant to the Tenneco Thrift
Plan for Hourly Employees ("Hourly Thrift Plan"); and (ii) 600,000 additional
shares of Common Stock, which may be offered or sold from time to time pursuant
to the Tenneco Thrift Plan ("Salaried Thrift Plan"). This Registration Statement
also covers an indeterminate amount of interests to be offered or sold under the
Hourly Thrift Plan and the Salaried Thrift Plan.
The Company initially registered the issuance of 62,000 shares of Common
Stock under the Hourly Thrift Plan and 400,000 shares of Common Stock under the
Salaried Thrift Plan on its Registration Statement on Form S-8 (Registration No.
333-17487 filed with the Securities and Exchange Commission on December 11,
1996). The contents of Registration Statement No. 333-17487 are incorporated by
reference herein. The Company subsequently registered: (i) an additional 95,000
shares of Common Stock for issuance under the Hourly Thrift Plan and an
additional 300,000 shares of Common Stock for issuance under the Salaried Thrift
Plan (Registration Statement No. 333-27281 filed May 16, 1997). In connection
with the merger of certain plans with and into the Hourly Thrift Plan and the
Salaried Thrift Plan, the Company also subsequently registered: (i) an
additional 64,000 shares of Common Stock for issuance under the Hourly Thrift
Plan (Registration Statement No. 333-27279 filed May 16, 1997); (ii) 4,000
shares of Common Stock for issuance under the Salaried Thrift Plan and 1,000
shares of Common Stock for issuance under the Hourly Thrift Plan (Registration
No. 333-30933 filed July 9, 1997); and (iii) an additional 2,100 shares of
Common Stock for issuance under the Hourly Thrift Plan (Registration Statement
No. 333-41537 filed December 5, 1997).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-12387);
(b) The description of the Common Stock included in the Company's
Registration Statement on Form 10, Registration No. 1-12387, originally
filed with the Commission on October 30, 1996, as amended; and
(c) The Annual Reports for the fiscal year ended December 31, 1996 for the
Salaried Thrift Plan and Hourly Thrift Plan on Form 11-K filed with the
Commission by the Company (File No. 1-12387).
In addition to the foregoing, all documents subsequently filed by the
Company, the Hourly Thrift Plan or the Salaried Thrift Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding the Common Stock offered hereby will be
passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the
Company. As of February 28, 1998, Mr. Tetzlaff beneficially owned 131,877 shares
of Common Stock (including options to purchase 78,262 shares of Common Stock,
which options were either exercisable as of such date or exercisable within 60
days of such date).
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<S> <C> <C>
*4.1(a) -- Restated Certificate of Incorporation of the Company dated
December 11, 1996.
*4.1(b) -- Certificate of Designation, Preferences and Rights of Series
A Participating Junior Preferred Stock, dated December 11,
1996.
*4.1(c) -- Certificate of Amendment, dated December 11, 1996.
*4.1(d) -- Certificate of Ownership and Merger, dated July 8, 1997.
**4.2 -- Amended and Restated By-laws of the Company.
**4.3 -- Rights Agreement, dated as of December 11, 1996, by and
between Tenneco Inc. (formerly New Tenneco Inc.) and First
Chicago Trust Company of New York, as Rights Agent.
***4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common
Stock.
5 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
the Common Stock being registered.
15 -- None.
23.1 -- Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit
5).
23.2 -- Consents of Arthur Andersen LLP.
24.1 -- Powers of Attorney of the following Directors of the
Company: Mark Andrews, W. Michael Blumenthal, Larry D.
Brady, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris,
Jr., Belton K. Johnson, Sir David Plastow, Roger B. Porter,
William L. Weiss and Clifton R. Wharton, Jr.
99 -- None.
</TABLE>
- -------------------------
* Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
*** Incorporated by reference to the Company's Registration Statement on Form
10, File No. 1-12387, originally filed with the Commission on October 30,
1996, as amended.
The Company will submit or has submitted the Hourly Thrift Plan and the
Salaried Thrift Plan, and hereby undertakes to submit any amendments thereto, to
the Internal Revenue Service in a timely manner and has made or will make all
changes required by the Internal Revenue Service in order to qualify said Hourly
Thrift Plan and Salaried Thrift Plan.
2
<PAGE> 4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwich, State of Connecticut, on the 27th 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 and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DANA G. MEAD Principal Executive Officer March 27, 1998
- ----------------------------------------------------- and Director
Dana G. Mead
/s/ ROBERT T. BLAKELY Principal Financial and March 27, 1998
- ----------------------------------------------------- Accounting Officer
Robert T. Blakely
Mark Andrews, W. Michael Blumenthal, Larry D. Brady, Directors
M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris,
Jr., Belton K. Johnson, Sir David Plastow, Roger B.
Porter, William L. Weiss, Clifton R. Wharton, Jr.
By: /s/ THEODORE R. TETZLAFF March 27, 1998
- -----------------------------------------------------
Theodore R. Tetzlaff
Attorney-in-fact
</TABLE>
3
<PAGE> 5
SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under each of the Tenneco Thrift Plan for Hourly Employees
and the Tenneco Thrift Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Greenwich, State of Connecticut, on this 27th day of March, 1998.
TENNECO THRIFT PLAN FOR HOURLY
EMPLOYEES
TENNECO THRIFT PLAN
By /s/ DANA G. MEAD
------------------------------------
Dana G. Mead
Chairman of Tenneco Inc.
Benefits Committee
4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
*4.1(a) -- Restated Certificate of Incorporation of the Company dated
December 11, 1996.
*4.1(b) -- Certificate of Designation, Preferences and Rights of Series
A Participating Junior Preferred Stock, dated December 11,
1996.
*4.1(c) -- Certificate of Amendment, dated December 11, 1996.
*4.1(d) -- Certificate of Ownership and Merger, dated July 8, 1997.
**4.2 -- Amended and Restated By-laws of the Company.
**4.3 -- Rights Agreement, dated as of December 11, 1996, by and
between Tenneco Inc. (formerly New Tenneco Inc.) and First
Chicago Trust Company of New York, as Rights Agent.
***4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common
Stock.
5 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of
the Common Stock being registered.
15 -- None.
23.1 -- Consents of Theodore R. Tetzlaff, Esq. (included in Exhibit
5).
23.2 -- Consents of Arthur Andersen LLP.
24.1 -- Powers of Attorney of the following Directors of the
Company: Mark Andrews, W. Michael Blumenthal, Larry D.
Brady, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris,
Jr., Belton K. Johnson, Sir David Plastow, Roger B. Porter,
William L. Weiss and Clifton R. Wharton, Jr.
99 -- None.
</TABLE>
- -------------------------
* Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
*** Incorporated by reference to the Company's Registration Statement on Form
10, File No. 1-12387, originally filed with the Commission on October 30,
1996, as amended.
<PAGE> 1
EXHIBIT 5
March 27, 1998
Tenneco Inc.
1275 King Street
Greenwich, CT 06831
Re: Tenneco Thrift Plan for Hourly Employees and Tenneco Thrift Plan
Ladies and Gentlemen:
As General Counsel of Tenneco Inc., a Delaware corporation (the "Company"),
I have acted as counsel to the Company in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933, as amended (the "Act"), on or about the date of this
letter to register 710,000 additional shares of common stock, par value $.01 per
share, including the associated preferred share purchase rights (the "Shares")
of the Company which may from time to time be offered or sold by the Company in
connection with the Tenneco Thrift Plan for Hourly Employees and the Tenneco
Thrift Plan (collectively, the "Plans").
I am familiar with the Registration Statement and the exhibits thereto. I,
or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and certificates and instruments as I have deemed necessary or advisable for the
purpose of rendering this opinion. In all such examinations I have assumed the
genuineness of all signatures, the authority to sign, and the authenticity of
all documents submitted to me as originals. I have also assumed the conformity
of originals of all documents submitted to me as copies.
Based upon and subject to the foregoing, I am of the opinion that the
Shares that will be originally issued under the Plans have been duly authorized
and, when issued pursuant to and in accordance with the Plans, will be legally
issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and to
the filing, as an exhibit to the Registration Statement, of this opinion. In
giving this consent, I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ THEODORE R. TETZLAFF
<PAGE> 1
EXHIBIT 23.2
CONSENTS OF
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 17,
1998, included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997.
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1998
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE TENNECO THRIFT PLAN
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated June 20, 1997,
included in the Annual Report of the Tenneco Thrift Plan on Form 11-K for the
year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1998
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated June 20, 1997,
included in the Annual Report of the Tenneco Thrift Plan for Hourly Employees on
Form 11-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Houston, Texas
March 27, 1998
<PAGE> 1
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ MARK ANDREWS
--------------------------------------
Mark Andrews
<PAGE> 2
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ W. MICHAEL BLUMENTHAL
--------------------------------------
W. Michael Blumenthal
<PAGE> 3
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ LARRY D. BRADY
--------------------------------------
Larry D. Brady
<PAGE> 4
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in her capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
her true and lawful attorneys, or attorney, to execute in her name, place and
stead, in her capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ M. KATHRYN EICKHOFF
--------------------------------------
M. Kathryn Eickhoff
<PAGE> 5
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ PETER T. FLAWN
--------------------------------------
Peter T. Flawn
<PAGE> 6
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ HENRY U. HARRIS, JR.
--------------------------------------
Henry U. Harris, Jr.
<PAGE> 7
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ BELTON K. JOHNSON
--------------------------------------
Belton K. Johnson
<PAGE> 8
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ DAVID PLASTOW
--------------------------------------
Sir David Plastow
<PAGE> 9
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ ROGER B. PORTER
--------------------------------------
Roger B. Porter
<PAGE> 10
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ WILLIAM L. WEISS
--------------------------------------
William L. Weiss
<PAGE> 11
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally,
his true and lawful attorneys, or attorney, to execute in his name, place and
stead, in his capacity as a Director of said Company, a Registration Statement
on Form S-8 for the registration of additional shares of Tenneco Inc. common
stock and interests under the Tenneco Thrift Plan for Hourly Employees and the
Tenneco Thrift Plan, and any and all amendments and post-effective amendments to
said Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with or
without the other of said attorneys, and shall have full power and authority to
do and perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
10th day of March, A.D. 1998.
/s/ CLIFTON R. WHARTON, JR.
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Clifton R. Wharton, Jr.
