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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 7, 1999
(DATE OF EARLIEST EVENT REPORTED)
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
STATE OR OTHER JURISDICTION
OF INCORPORATION)
1-12387
(COMMISSION FILE NUMBER)
76-0515284
(IRS EMPLOYER
IDENTIFICATION NUMBER)
1275 KING STREET, GREENWICH, CONNECTICUT 06831
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES) (ZIP CODE)
(203) 863-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On October 7, 1999, Tenneco Inc. reported limited third quarter 1999
financial information which was announced in a press release, a copy of which is
filed under Item 7 as Exhibit 99.1 and incorporated herein.
On October 8, 1999, Tenneco Inc. announced the pricing of the offering of
$500,000,000 of Senior Subordinated Notes which was contained in a press
release, a copy of which is filed under Item 7 as Exhibit 99.2 and incorporated
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed with this Report on Form
8-K:
99.1 Press Release dated October 7, 1999
99.2 Press Release dated October 8, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Tenneco Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TENNECO INC.
By: /s/ ROBERT T. BLAKELY
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Robert T. Blakely
Executive Vice President and
Chief Financial Officer
October 12, 1999
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EXHIBIT 99.1
NEWS RELEASE
[TENNECO LOGO]
TENNECO REPORTS LIMITED THIRD QUARTER
FINANCIAL INFORMATION
GREENWICH, Conn., October 7, 1999 - Tenneco Inc. (NYSE: TEN) today
released limited third quarter 1999 financial information in connection with the
ongoing reorganization transactions and financings that are expected to lead up
to the tax-free spin-off of Tenneco Packaging and the consequent separation of
Tenneco Automotive and Tenneco Packaging into stand-alone public companies in
November. The results being reported are before interest and taxes and do not
include third quarter results for Tenneco's corporate group, which are expected
to be reported October 25, when Tenneco issues its consolidated third quarter
earnings.
Tenneco said its packaging segment's third quarter 1999 revenues were
$754 million, up 8 percent over the 1998 third quarter revenue of $701 million.
Operating income in the quarter was $71 million, down $15 million from $86
million in the prior year quarter. Packaging's earnings before interest, taxes,
depreciation and amortization (EDITDA) declined to $115 million from $124
million a year earlier.
Packaging's consumer products and foodservices/food packaging business
recorded revenues of $534 million, 8 percent higher than the third quarter 1998,
due to a combination of unit volume growth and higher selling prices. Operating
income of $54 million was $14 million lower than the third quarter 1998, as
selling price increases lagged behind a rapid escalation in raw material prices,
principally polyethylene. In addition, consumer advertising and promotional
expenditures increased to support the growth of the Hefty(R) OneZip(R) product.
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Protective and flexible packaging third quarter revenues reached $220
million, up 6 percent from $206 million in 1998. Operating income in the period
was $20 million, up 11 percent over prior period operating income of $18
million.
In addition, the packaging segment incurred $3 million of overhead expenses
related to the restructuring of the company.
Based on Packaging's forecast of resin costs and pricing actions, Packaging
expects the negative impact on margins from increased resin costs to begin to be
offset sometime in the fourth quarter of 1999. However, significant improvement
is unlikely until early next year. Since the beginning of the second quarter of
1999, published industry prices for polyethylene (butene) have increased by 80
percent. The company is taking aggressive pricing actions to recover these cost
increases, but does not expect a return to normal margins until early next year
when resin prices are expected to stabilize and then decline.
The automotive segment's third quarter 1999 revenues were $816 million
compared to $804 million reported in the third quarter of 1998. Automotive's
operating income was $67 million compared with $86 million in the prior year
quarter. Automotive's EBITDA was $105 million compared to $124 million in the
prior year quarter.
Revenues for Automotive's combined North American operations were $434
million, up 6 percent from the year earlier period. Operating income was $41
million, an improvement of 33 percent from the prior year. A strong position on
the solid selling light truck market, strong North American vehicle production
and improved operating efficiencies in both the OE and aftermarket contributed
to these results.
Automotive's combined European revenues were $307 million, a decrease of 3
percent over the year earlier quarter. Operating income declined 50 percent to
$23 million from $46 million. Increased engineering expense from an accounting
change, a shift in the mix of OE
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revenues to lower margin business and softness in the aftermarket ride control
business due to private label competition negatively affected European results.
Automotive's revenues from combined operations in South America, Asia and
Australia decreased 7 percent to $74 million compared to $80 million in the
third quarter of 1998. Operating income declined 70 percent to $3 million from
$10 million. Difficult economic conditions and currency weakness in South
America offset solid Australian and improving Asian results.
As Tenneco indicated in its Form 8-K filed on September 10, 1999, it
expects third quarter 1999 income tax expense to include net tax costs of $15
million to $20 million greater than taxes at the statutory rate, related to the
repatriation of overseas earnings in connection with the spin-off.
Tenneco is a $6 billion manufacturing company headquartered in Greenwich,
Conn., with 38,000 employees worldwide. Tenneco Automotive is one of the
world's largest producers and marketers of ride control and exhaust systems and
products, which are sold under the Monroe(R) and Walker(R) global brand names.
Among its products are Sense-Trac(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(TM) performance
exhaust products, and Monroe(R) Clevite(TM) vibration control components.
Tenneco Packaging is among the world's leading and most diversified packaging
companies. Among its products are Hefty(R) trash bags, Hefty OneZip(R) and
Baggies(R) food storage bags, E-Z Foil(R) single-use aluminum cookware and
Hexacomb(R) paper honeycomb products.
Several statements in this press release are forward looking and are
identified by the use of forward looking words and phrases, such as
"consequent," "expect," "expects," "does not expect," "expected," "to be," "is
unlikely," "when," "forecast," "sometime," "to begin," and "until." These
forward looking statements are based on the current expectations of the Company
(including its subsidiaries). Because forward looking statements involve
risks and uncertainties, the Company's plans, actions and actual results could
differ materially. Among the factors that could cause plans, actions and
results to differ materially from current expectations are: (i) the general
political, economic and competitive conditions in markets and countries where
the Company and its subsidiaries operate, including currency fluctuations and
other risks associated with operating in foreign countries; (ii) governmental
actions, including the ability to receive regulatory approvals and the timing of
such approvals; (iii) change in capital availability or costs; (iv) results of
analysis regarding plans and strategic alternatives; (v) changes in consumer
demand and prices, including decreases in demand for the Company's products and
the resulting negative impact on its revenues and margins from such products;
(vi) the cost of compliance with changes in regulations, including
environmental regulations; (vii) workforce factors such as strikes or labor
interruptions; (viii) material substitutions and increases in the costs of raw
materials; (ix) the ability of the Company and its subsidiaries to integrate
operations of acquired businesses quickly and in a cost-effective manner; (x)
new technologies; (xi) the ability of
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the Company, its subsidiaries and those with whom they conduct business to
timely resolve the Year 2000 issue (relating to potential equipment and computer
failures by or at the change of the century), unanticipated costs of, problems
with, or delays in resolving the Year 2000 issue, and the costs and impacts if
the Year 2000 issue is not timely resolved; (xii) changes by the Financing
Accounting Standards Board or other accounting regulatory bodies of
authoritative generally accepted accounting principles or policies; and (xiii)
the timing and occurrence (or non-occurrence) of transactions and events which
may be subject to circumstances beyond the control of the Company and its
subsidiaries.
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Media Relations Contact: Neil Geary (203) 863-1073
Investor Relations Contact: Stan March (203) 863-1117
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EXHIBIT 99.2
NEWS RELEASE
[TENNECO LOGO]
TENNECO PRICES $500,000,000 OF NOTES
GREENWICH, Conn., -- Oct. 8, 1999 -- Tenneco Inc. (NYSE: TEN) said today it
had priced $500,000,000 of 11 5/8% Senior Subordinated Notes due October 15,
2009, in connection with the spin-off of Tenneco Packaging and the separation of
Tenneco's packaging and automotive businesses planned for November.
The offering is a component of the plan to realign Tenneco's debt before
the spin-off of the packaging business. The Notes will be continuing obligations
of the automotive business.
Tenneco is offering the notes in reliance upon an exemption from
registration under the Securities Act of 1933 for an offer and sale of
securities that does not involve a public offering. The Notes have not been
registered under the Securities Act and may not be offered or sold by investors
in the United States absent registration or an applicable exemption from
registration. If the spin-off of Tenneco Packaging is not consummated, the
company will redeem the notes in whole. Proceeds from the offering will be held
in escrow until they are released upon satisfaction of various conditions.
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Several statements in this press release are forward looking and are identified
by the use of forward looking words and phrases, such as "planned," "to
realign," "will be," "in reliance upon," "will," and "until." These forward
looking statements are based on the current expectations of the Company
(including its subsidiaries). Because forward looking statements involve risks
and uncertainties, the Company's plans, actions and actual results could differ
materially. Among the factors that could cause plans, actions and results to
differ materially from current expectations are: (i) the general political,
economic and competitive conditions in markets and countries where the Company
and its subsidiaries operate, including currency fluctuations and other risks
associated with operating in foreign countries; (ii) governmental actions,
including the ability to receive regulatory approvals and the timing of such
approvals; (iii) change in capital availability or costs; (iv) results of
analysis regarding plans and strategic alternatives; (v) changes in consumer
demand and prices, including decreases in demand for the Company's products and
the resulting negative impact on its revenues and margins from such products;
(vi) the cost of compliance with changes in regulations, including environmental
regulations; (vii) workforce factors such as strikes or labor interruptions;
(viii) material substitutions and increases in the costs of raw materials; (ix)
the ability of the Company and its subsidiaries to integrate operations of
acquired businesses quickly and in a cost-effective manner, (x) new
technologies; (xi) the ability of the Company, its subsidiaries and those with
whom they conduct business to timely resolve the Year 2000 issue (relating to
potential equipment and computer failures by or at the change of the century),
unanticipated costs of, problems with, or delays in resolving the Year 2000
issue, and the costs and impacts if the Year 2000 issue is not timely resolved;
(xii) changes by the Financing Accounting Standards Board or other accounting
regulatory bodies of authoritative generally accepted accounting principles or
policies; and (xiii) the timing and occurrence (or non-occurrence) of
transactions and events which may be subject to circumstances beyond the control
of the Company and its subsidiaries.
###
Media Relations Contact: Neil Geary (203)863-1073
Investor Relations Contact: Stan March (203)863-1117
