<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 25, 1999
(Date of earliest event reported)
TENNECO INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-12387 76-0515284
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
</TABLE>
1275 KING STREET, GREENWICH, CONNECTICUT 06831
(Address of Principal Executive Offices) (Zip Code)
(203) 863-1000
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 25, 1999, Tenneco Inc. shareowners approved a reverse stock
split and proposals providing for the annual elections of directors of the
continuing Tenneco entity, Tenneco Automotive 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 25, 1999, Tenneco Inc. announced that it is postponing its sale,
through a registered offering, of its remaining interest in Packaging
Corporation of America (PCA) as described in a press release, a copy of which is
filed under Item 7 as Exhibit 99.2 and incorporated herein.
On October 25, 1999, Tenneco Inc. reported its third quarter 1999 income
which was announced in a press release, a copy of which is filed under Item 7 as
Exhibit 99.3 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:
<TABLE>
<C> <S>
99.1 Press Release dated October 25, 1999
99.2 Press Release dated October 25, 1999
99.3 Press Release dated October 25, 1999
</TABLE>
<PAGE> 3
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
------------------------------------
Robert T. Blakely
Executive Vice President and
Chief Financial Officer
October 27, 1999
<PAGE> 1
EXHIBIT 99.1
TENNECO SHAREOWNERS APPROVE REVERSE STOCK SPLIT AND
DECLASSIFIED BOARD FOR TENNECO AUTOMOTIVE
GREENWICH, Conn., Oct. 25, 1999 -- Tenneco Inc. (NYSE: TEN) said today that
the company's shareowners have approved proposals providing for the annual
election of directors of the continuing Tenneco entity, Tenneco Automotive,
after the spin-off of Tenneco Packaging, and to effect upon the spin-off a one-
for-five reverse stock split of the automotive company's common stock.
The first of two proposed amendments, which eliminates over a three-year
period the current classification of the company's board of directors, was
approved by the majority of the company's shareowners entitled to vote on the
matter. It will phase out the current division of the board of directors into
three classes, with one class elected each year for a three-year term, and
provide instead for the annual election of directors commencing with the class
of directors standing for election at the next annual meeting of shareowners.
The second amendment, the reverse stock split, which will not change a
shareowner's proportionate equity interest in the company except from the
disposition of any fractional shares, also was approved by the majority of the
company's shareowners entitled to vote on the matter. The reverse stock split
also will only take effect when the spin-off is completed.
The planned tax-free spin-off of Tenneco Packaging to shareowners and the
separation of Tenneco Automotive and Tenneco Packaging is scheduled for Nov. 4.
As the planned spin-off and separation of the two companies proceeds, the
company anticipates several further key events occurring. Trading in Tenneco
Packaging and Tenneco Automotive (to give effect to the reverse stock split) is
expected to begin on the New York Stock Exchange on a "when issued" basis Oct.
27. Completion of the tender offers and exchange offers in order to realign
Tenneco's debt is expected to occur Nov. 3. The tax-free spin-off of Tenneco
Packaging to shareowners of record Oct. 29 is expected to occur after close of
business Thursday, Nov. 4, and the two separate businesses are expected to begin
regular trading as stand-alone companies Friday, Nov. 5.
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 Sensa-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 "providing
for," "to effect," "proposed," "will not," "planned," "will only take effect,"
"when," "is completed," "will," "expected," "could," and "anticipates." 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
<PAGE> 2
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 Contact: Neil Geary (203) 863-1073
Investor Relations Contact: Stan March (203) 863-1117
<PAGE> 1
EXHIBIT 99.2
TENNECO POSTPONES SALE OF ITS PCA STOCK DUE TO WEAK MARKET
CONDITIONS; TENNECO ON TRACK TO COMPLETE SPIN
GREENWICH, Conn., Oct. 25, 1999 -- Tenneco Inc. (NYSE: TEN) today announced
that it is postponing its sale, through a registered offering, of its remaining
interest in Packaging Corporation of America (PCA). Tenneco also reiterated its
plan to complete the spin-off of Tenneco Packaging and the separation of the
automotive company on Nov. 4.
Rapidly deteriorating equity market conditions, particularly in the paper
and forest products sector, since mid-September when Tenneco announced its
intent to sell the stock were responsible for the postponement.
"Tenneco remains on track for the planned separation of Tenneco Packaging
and Tenneco Automotive," said Tenneco Chairman and Chief Executive Officer Dana
Mead. "Funds that would otherwise have been available from the IPO will be
provided through bank facilities available to the packaging company. All the
steps necessary for the tax-free spin-off of Tenneco Packaging to shareowners
are proceeding as planned."
Tenneco Packaging will retain Tenneco's interest in PCA after the spin, and
intends to monetize the investment in PCA as general stock market conditions
improve.
As the planned spin-off and separation of the two companies approaches,
Tenneco expects several key events to occur. Trading in Tenneco and the new
companies is expected to begin on a "when issued" basis on Oct. 27. Completion
of the tender offers and exchange offers in order to realign Tenneco's debt is
expected to occur Nov. 3. The tax-free spin-off of Tenneco Packaging to
shareowners of record Oct. 29 is expected to occur after close of business
Thursday, Nov. 4, and the two separate businesses are expected to begin regular
trading as stand-alone companies Friday, Nov. 5. 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
Sensa-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 "is
postponing," "plan," "since," "remains," "planned," "will be," "intends,"
"expects," and "expected." 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
<PAGE> 2
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 Contact: Neil Geary (203) 863-1073
Investor Relations Contact: Stan March (203) 863-1117
<PAGE> 1
EXHIBIT 99.3
TENNECO REPORTS THIRD QUARTER 1999 FINANCIAL RESULTS
GREENWICH, Conn., Oct. 25, 1999 -- Tenneco (NYSE: TEN) today reported third
quarter 1999 income from continuing operations of $45 million, or 28 cents per
share,* on revenue of $816 million. These results are before a net tax charge of
$18 million, or 10 cents per share, primarily related to the repatriation of
overseas earnings in connection with the spin-off of the packaging business. The
charge was previously reported in the September 8K filing for the businesses.
Third quarter 1998 income from continuing operations was $63 million, or 37
cents per share, and revenue was $804 million.
In August, the company received a letter ruling from the Internal Revenue
Service that its planned spin-off of Tenneco Packaging is tax-free for U.S.
Federal income tax purposes to Tenneco and its shareowners. Accordingly, third
quarter 1999 results present the automotive segment as continuing operations,
while the entire packaging business as it existed in 1998, including both
paperboard and specialty packaging, is reported as a discontinued operation.
Prior year quarterly results have been restated for comparison. For purposes of
comparison, the third quarter 1998 tax expense reflected lower foreign tax
rates, a reduction in Tenneco's estimated tax liabilities related to the
resolution of certain global tax audits, and the availability of tax credits in
certain foreign jurisdictions.
The company's third quarter financial results are consistent with the
financial information issued Oct. 7 in connection with ongoing transactions
leading up to the spin-off and separation of Tenneco Automotive and Tenneco
Packaging into stand-alone public companies.
"Our automotive original equipment (OE) and specialty packaging
businesses -- the core businesses of Tenneco Automotive and Tenneco Packaging
both about to become stand-alone public companies -- performed well in the
quarter," said Dana Mead, Tenneco chairman and chief executive officer.
"Automotive results also reflect the improvement in the North American
automotive aftermarket as a result of our ongoing restructuring of that
business, and in specialty packaging, results reflect the continuing lag effect
of high resin prices. Automotive results in Europe were disappointing, partly as
a result of an accounting change, but we are taking aggressive actions to
improve this business, as we are continuing to do with our North American
operations."
CONTINUING OPERATIONS -- TENNECO AUTOMOTIVE
Revenues for Automotive's combined North American operations, original
equipment and aftermarket, were $434 million, a 6 percent increase over the year
earlier period. Operating income was $41 million, a 33 percent improvement over
the prior year. A strong position in 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 from the year earlier. Operating income in Europe fell 50 percent from
$46 million to $23 million due to an accounting change for engineering costs, a
shift in the mix of OE revenues to lower margin business, and softness in the
aftermarket ride control business, as a result of private label competition.
Automotive's revenues from 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 from those operations declined 70 percent to $3
million from $10 million, as difficult economic conditions and currency weakness
in South America offset solid Australian and improving Asian results.
- ---------------
*All earnings per share are reported on a fully diluted basis.
1
<PAGE> 2
DISCONTINUED OPERATIONS -- SPECIALTY PACKAGING
Third quarter 1998 results included Tenneco's containerboard, folding
carton and specialty packaging operations, all of which are now classified as
discontinued operations. During the second quarter of 1999, Tenneco sold its
folding carton operation and contributed its containerboard assets to a newly
formed joint venture, named Packaging Corporation of America. Tenneco's common
equity interest in this joint venture was 43.5 percent during the third quarter
of 1999.
Tenneco said third quarter 1999 revenue from its specialty packaging
segment -- including consumer products and food service/food packaging and
protective and flexible packaging -- the businesses that will primarily be
included in the stand-alone publicly traded company -- was $754 million, an 8
percent increase over 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 consumer products and food service/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.
Protective and flexible packaging third quarter revenues were $220 million,
up 7 percent from $206 million in 1998. Operating income in the period was $20
million, up 11 percent over operating income of $18 million a year earlier.
The specialty packaging segment also incurred $3 million of overhead
expense related to 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 costs
increases, but does not expect a return to normal margins until early next year
when resin prices are expected to stabilize and then decline.
DISCONTINUED OPERATIONS -- OTHER
The discontinued operations' other segment reported a loss of $2 million in
the current quarter, versus a loss of $12 million in the prior year's quarter.
The improvement reflected lower overhead costs at its business services
operations and as a result of the winding down of the corporate headquarters.
SHAREOWNERS APPROVE AMENDMENTS
As the planned spin-off and separation of the two companies proceeds,
Tenneco shareowners at a special shareowners meeting in Lake Forest, Ill., today
approved proposals to provide for the annual election of Tenneco Automotive
directors, and effect a one-for-five reverse stock split of the company's common
stock, which will be the ongoing automotive company after the Tenneco Packaging
spin-off.
The company also anticipates several key events in the near-term. Trading
in the new companies is expected to begin on a "when issued" basis Oct. 27.
Completion of the tender offers and exchange offers in order to realign
Tenneco's debt is expected to occur Nov. 3. The tax-free spin-off of Tenneco
Packaging to shareowners of record Oct. 29 is expected to occur after close of
business Thursday, Nov. 4, and the two separate businesses are expected to begin
regular way trading as stand-alone companies Friday, Nov. 5.
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 Sensa-Trac(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-
2
<PAGE> 3
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 "related
to," "planned," "certain," "current," "should begin," "until," "since,"
"expect," and "anticipates." 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 Contact: Neil Geary 203-863-1119
Investor Relations: Stan March 203-863-1117
3
<PAGE> 4
TENNECO INC. CONSOLIDATED EARNINGS RESULTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1999 1998
---- ----
UNAUDITED
<S> <C> <C>
Net sales and operating revenues:........................... $816,000,000 $804,000,000
============ ============
Operating income (loss):
Automotive................................................ $ 67,000,000 $ 86,000,000
Other..................................................... -- (5,000,000)
------------ ------------
67,000,000 81,000,000
Less:
Interest expense (net of interest capitalized)............ 16,000,000 19,000,000
Income tax expense (benefit).............................. 16,000,000 (7,000,000)
Minority interest......................................... 8,000,000 6,000,000
------------ ------------
Income (loss) from continuing operations.................... 27,000,000 63,000,000
Income (loss) from discontinued operations, net of income
tax....................................................... 12,000,000(a) 40,000,000(a)
Extraordinary loss, net of income tax....................... -- --
Cumulative effect of change in accounting principle, net of
income tax................................................ -- --
------------ ------------
Net income (loss)........................................... $ 39,000,000 $103,000,000
============ ============
Average common shares outstanding:
Basic..................................................... 167,500,000 168,000,000
============ ============
Diluted................................................... 167,700,000 168,300,000
============ ============
Earnings (loss) per share of common stock:
Basic-
Continuing operations.................................. $ 0.18 $ 0.37
Discontinued operations................................ 0.06(a) 0.25(a)
Extraordinary loss..................................... -- --
Cumulative effect of change in accounting principle.... -- --
------------ ------------
$ 0.24 $ 0.62
============ ============
Diluted-
Continuing operations.................................. $ 0.18 $ 0.37
Discontinued operations................................ 0.06(a) 0.25(a)
Extraordinary loss..................................... -- --
Cumulative effect of change in accounting principle.... -- --
------------ ------------
$ 0.24 $ 0.62
============ ============
</TABLE>
- -------------------------
a) Represents Tenneco's Packaging businesses. Includes the specialty packaging
business in both periods, a 43% common equity interest in the Containerboard
business in 1999, and a 100% common equity interest in the Containerboard
business and the folding carton operation in 1998.
4
<PAGE> 5
TENNECO INC. CONSOLIDATED EARNINGS RESULTS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------
1999 1998
---- ----
UNAUDITED
<S> <C> <C>
Net sales and operating revenues: ......................... $2,473,000,000 $2,468,000,000
============== ==============
Operating income (loss):
Automotive............................................... $ 223,000,000 $ 305,000,000
Other.................................................... (4,000,000) (17,000,000)
-------------- --------------
219,000,000 288,000,000
Less:
Interest expense (net of interest capitalized)........... 58,000,000 49,000,000
Income tax expense (benefit)............................. 60,000,000 48,000,000
Minority interest........................................ 21,000,000 22,000,000
-------------- --------------
Income (loss) from continuing operations................... 80,000,000 169,000,000
Income (loss) from discontinued operations, net of income
tax...................................................... (99,000,000)(a) 146,000,000(a)
Extraordinary loss, net of income tax...................... (7,000,000)(b) --
Cumulative effect of change in accounting principle, net of
income tax............................................... (134,000,000)(c) --
-------------- --------------
Net income (loss).......................................... $ (160,000,000) $ 315,000,000
============== ==============
Average common shares outstanding:
Basic.................................................... 167,100,000 168,900,000
============== ==============
Diluted.................................................. 167,500,000 169,400,000
============== ==============
Earnings (loss) per share of common stock:
Basic --
Continuing operations................................. $ 0.48 $ 1.00
Discontinued operations............................... (0.60)(a) 0.87(a)
Extraordinary loss.................................... (0.04)(b) --
Cumulative effect of change in accounting principle... (0.80)(c) --
-------------- --------------
$ (0.96) $ 1.87
============== ==============
Diluted --
Continuing operations................................. $ 0.48 $ 0.99
Discontinued operations............................... (0.60)(a) 0.87(a)
Extraordinary loss.................................... (0.04)(b) --
Cumulative effect of change in accounting principle... (0.80)(c) --
-------------- --------------
$ (0.96) $ 1.86
============== ==============
</TABLE>
- -------------------------
a) Represents Tenneco's Packaging businesses. Includes the specialty packaging
business in both periods, a 43% common equity interest in the Containerboard
business from April 1999, a 100% common equity interest in the Containerboard
business prior to April 1999, a 100% common equity interest in the folding
carton operation prior to June 1999, the March 1999 pretax loss on the sale
of the Containerboard business of $293 million, $178 million or $1.07 per
share on an after-tax basis, and the June 1999 pretax gain on the sale of the
folding carton operation of $14 million, $9 million or $.05 per share on an
after-tax basis. Also includes charges related to realigning Tenneco's
headquarters functions in March 1999 of $29 million, $17 million or $.10 per
share on an after-tax basis.
b) Loss on early retirement of debt used to finance a Containerboard facility.
c) Change in accounting principle related to costs of start-up activities of
$102 million or $.61 per share pursuant to AICPA Statement of Position 98-05
and change in accounting principle related to costs to acquire new
aftermarket customer contracts of $32 million or $.19 per share.
5
