<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 1999
REGISTRATION NO. 333-82923
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TENNECO PACKAGING INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3086 36-2552989
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION) NUMBER)
</TABLE>
1900 WEST FIELD COURT
LAKE FOREST, ILLINOIS 60045
847-482-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KARL A. STEWART
VICE PRESIDENT AND SECRETARY
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
JERRY J. BURGDOERFER, ESQ. GERARD M. MEISTRELL, ESQ.
JENNER & BLOCK CAHILL GORDON & REINDEL
ONE IBM PLAZA 80 PINE STREET
CHICAGO, ILLINOIS 60611 NEW YORK, NEW YORK 10005
(312) 222-9350 (212) 701-3000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this registration
statement and all other conditions to the exchange offers described in the
enclosed prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number or the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 5 to the Registration Statement on Form S-4 (File No.
333-82923) dated October 4, 1999 is being filed to reflect revised Exhibit 5
included hereunder.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Packaging will be restating its certificate of incorporation prior before
the spin-off to provide that a director of Packaging will not be liable to
Packaging or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent that an exemption from liability or
limitation of liability is not permitted under the Delaware General Corporation
Law ("DGCL"). Based on the DGCL as presently in effect, a director of Packaging
will not be personally liable to Packaging or its stockholders for monetary
damages for breach of fiduciary duty as a director, except: (1) for any breach
of the director's duty of loyalty to Packaging or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL; which concerns
unlawful payments of dividends, stock purchases or redemptions; or (4) for any
transactions from which the director derived an improper personal benefit.
While these provisions give directors protection from awards for monetary
damages for breaches of their duty of care, they do not eliminate the duty.
Accordingly, Packaging's certificate of incorporation will have no effect on the
availability of equitable remedies such as injunction or rescission based on a
director's breach of his or her duty of care. The provisions of Packaging's
certificate of incorporation described above apply to an officer of Packaging
only if he or she is a director of Packaging and is acting in his or her
capacity as director. They do not apply to officers of Packaging who are not
directors.
The by-laws of Packaging currently provide that Packaging shall indemnify,
to the fullest extent permitted by the DGCL, as may be amended from time to
time, each person who is or was a director or officer, or who serves or may have
served at Packaging's request as a director or officer of another corporation,
and who is or was a party or is threatened to be made a party to any pending or
completed claim, action, suit or proceeding. Packaging will provide
indemnification against any expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by the
person in his or her capacity or status as a director or officer. At the
discretion of Packaging's board of directors, Packaging may indemnify each
person who is or was an employee or agent of Packaging, or who served or may
have served at Packaging's request as an employee or agent of another
corporation, to the same extent as directors and officers.
Before the spin-off, Packaging will amend and restate its by-laws. After
the amendment and restatement, Packaging's by-laws will include the following
provisions:
"Section 14. (1) The corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or
may hereafter be amended, any person (an "Indemnitee") who was or is made
or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including appeals (a "proceeding"), by reason of the fact
that he, or a person for whom he is the legal representative, is or was a
director or officer of the corporation or, while a director or officer of
the corporation, is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such Indemnitee. Notwithstanding the preceding
sentence, except as otherwise provided in paragraph (3) of this Section 14,
the corporation shall be required to indemnify an Indemnitee in connection
with a proceeding (or part thereof) commenced by such Indemnitee only if
the commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board.
(2) The corporation shall pay the expenses (including attorneys' fees)
incurred by an Indemnitee in defending any proceeding in advance of its
final disposition, provided, however, that, to the extent required by law,
such payment of expenses in advance of the final disposition of the
II-1
<PAGE> 4
proceeding shall be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Section 14 or otherwise.
(3) If a claim for indemnification or payment of expenses under this
Section 14 is not paid in full within thirty days after a written claim
therefor by the Indemnitee has been received by the corporation, the
Indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the corporation shall have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
(4) The rights conferred on any Indemnitee by this Section 14 shall
not be exclusive of any other rights which such Indemnitee may have or
hereafter acquire under any statute, provision of the Restated Certificate
of Incorporation, these By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
(5) The corporation's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by
any amount such Indemnitee may collect as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit enterprise.
(6) Any repeal or modification of the foregoing provisions of this
Section 14 shall not adversely affect any right or protection hereunder of
any Indemnitee in respect of any act or omission occurring prior to the
time of such repeal or modification.
(7) This Section 14 shall not limit the right of the corporation, to
the extent and in the manner permitted by law, to indemnify and to advance
expenses to persons other than Indemnitees when and as authorized by
appropriate corporate action."
Packaging has purchased insurance which purports to insure Packaging
against some of the costs of indemnification which may be incurred under the
by-law section discussed above. The insurance also purports to insure the
officers and directors of Packaging and its subsidiaries against some
liabilities incurred by them in the discharge of their duties as officers and
directors, except for liabilities resulting from their own malfeasance.
In addition, in the distribution agreement Tenneco will agree to indemnify
the directors and officers of Packaging against some liabilities for any
violations or alleged violations of securities or other laws arising out of some
of the documents related to the spin-off. See "Item 22, Undertakings" for a
description of the Commission's position regarding such indemnification
provisions.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1 None.
2 Form of Distribution Agreement by and between Tenneco Inc.
and Tenneco Packaging Inc.**
3.1 Certificate of Incorporation of Tenneco Packaging Inc., as
amended, as currently in effect (incorporated herein by
reference to Exhibit 3.1 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15157).
3.2 Form of Restated Certificate of Incorporation of Tenneco
Packaging Inc., to be adopted prior to the spin-off
(incorporated herein by reference to Exhibit 3.2 to Tenneco
Packaging Inc.'s Registration Statement on Form 10, File No.
1-15157).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.3 Amended By-laws of Tenneco Packaging Inc., as currently in
effect (incorporated herein by reference to Exhibit 3.3 to
Tenneco Packaging Inc.'s Registration Statement on Form 10,
File No. 1-15157).
3.4 Form of Amended and Restated By-laws of Tenneco Packaging
Inc., to be adopted prior to the spin-off (incorporated
herein by reference to Exhibit 3.4 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
4.1 Indenture, dated September 29, 1999, by and between Tenneco
Packaging Inc. and The Chase Manhattan Bank, as Trustee.**
4.2 Form of Registration Rights Agreement between Tenneco
Packaging Inc. and the trustees under the Tenneco Packaging
Inc. Rabbi Trust, to be adopted in connection with the
spin-off (incorporated herein by reference to Exhibit 4.4 to
Tenneco Packaging Inc.'s Registration Statement on Form 10,
File No. 1-15157).
4.3 Long Term Credit Agreement, dated as of September 29, 1999,
among Tenneco Packaging Inc., Bank of America, N.A., as
Administrative Agent, Credit Suisse First Boston, as
Syndication Agent, Bank One, NA and Banque Nationale de
Paris, as Co-Documentation Agents, and the other financial
institutions party thereto.**
4.4 Short Term Credit Agreement, dated as of September 29, 1999,
among Tenneco Packaging Inc., Bank of America, N.A., as
Administrative Agent, Credit Suisse First Boston, as
Syndication Agent, Bank One, NA and Banque Nationale de
Paris, as Co-Documentation Agents, and the other financial
institutions party thereto.**
4.5 Form of First Supplemental Indenture, providing for the
issuance of 7.20% Notes due 2005, including the form of
notes.**
4.6 Form of Second Supplemental Indenture, providing for the
issuance of 7.95% Debentures due 2025, including the form of
debentures.**
4.7 Form of Third Supplemental Indenture, providing for the
issuance of 8% Notes due 2007, including the form of
notes.**
4.8 Form of Fourth Supplemental Indenture, providing for the
issuance of 8 1/8% Debentures due June 15, 2017, including
the form of debentures.**
4.9 Form of Fifth Supplemental Indenture, providing for the
issuance of 8 3/8% Debentures due 2027, including the form
of debentures.**
5 Form of opinion of Jenner & Block.
8 Form of opinion of Jenner & Block regarding tax matters.**
9 None.
10.1 Form of Human Resources Agreement by and between Tenneco
Inc. and Tenneco Packaging Inc. (incorporated herein by
reference to Exhibit 10.1 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15147).
10.2 Form of Tax Sharing Agreement by and between Tenneco Inc.
and Tenneco Packaging Inc. (incorporated herein by reference
to Exhibit 10.2 to Tenneco Packaging Inc.'s Registration
Statement on Form 10, File No. 1-15157).
10.3 Indenture (the "original indenture"), dated November 1,
1996, between Tenneco Inc. (formerly known as New Tenneco
Inc.) and The Chase Manhattan Bank, as trustee (incorporated
herein by reference to New Tenneco Inc.'s Registration
Statement on Form S-4, Registration No. 333-14003).
10.4 Form of Eleventh Supplemental Indenture to the original
indenture, to be entered into between Tenneco Inc. and The
Chase Manhattan Bank, as Trustee, providing for the proposed
amendments.**
</TABLE>
II-3
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.5 Form of Trademark Transition License Agreement by and
between Tenneco Inc. and Tenneco Packaging Inc.
(incorporated herein by reference to Exhibit 10.3 to Tenneco
Packaging Inc.'s Registration Statement on Form 10, File No.
1-15157).
10.6 Form of Tenneco Packaging Inc. Executive Incentive
Compensation Plan, to be adopted in connection with the
spin-off (incorporated herein by reference to Exhibit 10.4
to Tenneco Packaging Inc.'s Registration Statement on Form
10, File No. 1-15157).
10.7 Form of Tenneco Packaging Inc. Supplemental Executive
Retirement Plan, to be adopted in connection with the
spin-off (incorporated herein by reference to Exhibit 10.5
to Tenneco Packaging Inc.'s Registration Statement on Form
10, File No. 1-15157).
10.8 Form of Tenneco Packaging Inc. Change in Control Severance
Benefit Plan for Key Executives, to be adopted in connection
with the spin-off (incorporated herein by reference to
Exhibit 10.6 to Tenneco Packaging Inc.'s Registration
Statement on Form 10, File No. 1-15157).
10.9 Form of Tenneco Rabbi Trust Agreement, to be adopted in
connection with the spin-off (incorporated herein by
reference to Exhibit 10.11 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15157).
10.10 Form of Tenneco Packaging Inc. Stock Ownership Plan, to be
adopted in connection with the spin-off (incorporated herein
by reference to Exhibit 10.8 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15157).
10.11 Professional Services Agreement, dated August 22, 1996, by
and between Tenneco Business Services Inc. and Newport News
Shipbuilding Inc. (incorporated herein by reference to
Exhibit 10.28 to Tenneco Inc.'s Form 10, File No. 1-12387).
10.12 Form of Tenneco Packaging Inc. Rabbi Trust, to be adopted in
connection with the spin-off (incorporated herein by
reference to Exhibit 10.10 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15157).
10.13 Form of Tenneco Packaging Inc. Deferred Compensation Plan,
to be adopted in connection with the spin-off (incorporated
herein by reference to Exhibit 10.7 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
10.14(a) Contribution Agreement, dated as of January 25, 1999, by and
among Tenneco Packaging Inc., PCA Holdings LLC and Packaging
Corporation of America (the "Contribution Agreement")
(incorporated herein by reference to Exhibit 10.30 to
Tenneco Inc.'s Current Report on Form 8-K dated April 12,
1999, File No. 1-12387).
10.14(b) Letter Agreement, dated as of April 12, 1999, by and among
Tenneco Packaging Inc., PCA Holdings LLC and Packaging
Corporation of America, amending the Contribution Agreement
(incorporated herein by reference to Exhibit 10.31 to
Tenneco Inc.'s Current Report on Form 8-K dated April 12,
1999, File No. 1-12387).
10.15 Stockholders Agreement, as amended, dated as of April 12,
1999, by and among Tenneco Packaging Inc., PCA Holdings LLC
and Packaging Corporation of America (incorporated herein by
reference to Exhibit 10.32 to Tenneco Inc.'s Current Report
on Form 8-K dated April 12, 1999, File No. 1-12387).
10.16 Registration Rights Agreement, as amended, dated as of April
12, 1999, by and among Tenneco Packaging Inc., PCA Holdings
LLC and Packaging Corporation of America (incorporated
herein by reference to Exhibit 10.33 to Tenneco Inc.'s
Current Report on Form 8-K dated April 12, 1999, File No.
1-12387).
10.17 Form of Release Agreement by and between Dana G. Mead and
Tenneco Management Company, to be executed in connection
with the spin-off (incorporated herein by reference to
Exhibit 10.15 to Tenneco Packaging Inc.'s Registration
Statement on Form 10, File No. 1-15157).
10.18 Employment Agreement, dated as of March 11, 1997, by and
between Richard L. Wambold and Tenneco Inc. (incorporated
herein by reference to Exhibit 10.16 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.19 Restricted Stock Contract, dated as of June 1, 1999, by and
between Paul J. Griswold and Tenneco Inc. (incorporated
herein by reference to Exhibit 10.17 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
10.20 Restricted Stock Contract, dated as of June 1, 1999, by and
between Richard L. Wambold and Tenneco Inc. (incorporated
herein by reference to Exhibit 10.18 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
11 None.
12.1 Statement of Ratio of Earnings to Fixed Charges (Tenneco
Packaging Inc.).**
12.2 Statement of Ratio of Earnings to Fixed Charges (Tenneco
Inc.) (incorporated herein by reference to Exhibit 12.2 to
Tenneco Inc.'s Current Report on Form 8-K dated August 20,
1999, File No. 1-12387).
13 None.
15 None.
16 None.
21 List of Subsidiaries of Tenneco Packaging Inc. (incorporated
herein by reference to Exhibit 21 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
23.1 Consent of Jenner & Block (included in Exhibit 5 and Exhibit
8).
23.2 Consent of Arthur Andersen LLP.**
24 Power of Attorney of Richard L. Wambold.**
25 Statement of Eligibility of Trustee.**
26 None.
27.1 Financial Data Schedule, December 31, 1998.**
27.2 Financial Data Schedule, June 30, 1999.**
99.1 Form of Letter of Consent/Transmittal.**
99.2 Form of Letter to DTC Participants, including Brokers,
Dealers and Other Nominees.**
99.3 Form of Letter to Beneficial Holders.**
99.4 Form of Letter to Holders of Physical Securities.**
99.5 Consents to be named as directors of Tenneco Packaging Inc.
for: Mark Andrews, Larry D. Brady, Roger B. Porter and Paul
T. Stecko.**
</TABLE>
- -------------------------
* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts
(c) Not Applicable.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
b. To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of
II-5
<PAGE> 8
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
c. To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will be deemed
to be new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
5. To respond to requests for information that is incorporated by
reference into this prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
6. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Lake Forest, State of Illinois, as of the 4th day of October, 1999.
TENNECO PACKAGING 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 Amendment
No. 5 to the Registration Statement has been signed by the following persons in
the capacities indicated on October 4, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ DANA G. MEAD Chairman of the Board and Chief Executive Officer
- --------------------------------------------------- and Director
Dana G. Mead (principal executive officer)
/s/ ROBERT T. BLAKELY Chief Financial Officer and Director
- --------------------------------------------------- (principal financial and accounting officer)
Robert T. Blakely
* Director
- ---------------------------------------------------
Richard L. Wambold
*By: /s/ THEODORE R. TETZLAFF
---------------------------------------------
Theodore R. Tetzlaff
Attorney-in-fact
</TABLE>
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<PAGE> 1
EXHIBIT 5
October 4, 1999
Tenneco Packaging Inc.
500 West Field Court
Lake Forest, Illinois 60045
Ladies and Gentlemen:
We have acted as counsel to Tenneco Packaging Inc. (the "Company") in
connection with the Registration Statement on Form S-4 (Reg. No. 333-82923)
filed with the Securities and Exchange Commission (the "Registration
Statement"), for the purpose of registering under the Securities Act of 1933,
as amended (the "Act"), up to $1,300,000,000 aggregate principal amount of the
Company's notes and debentures (the "New Securities"). The New Securities are
to be issued pursuant to an Indenture dated as of September 29, 1999 (the
"Indenture") between the Company and The Chase Manhattan Bank, as trustee (the
"Trustee"), as proposed to be supplemented.
We are familiar with the Registration Statement and the exhibits thereto. We, or
attorneys under our supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, including the Indenture and the form of the New Securities, as
we have deemed necessary or advisable for the purpose of rendering this opinion.
As to questions of fact relevant to this opinion, we have relied upon
certificates or written statements from officers and other appropriate
representatives of the Company and its subsidiaries and affiliates or public
officials. In all such examinations we have assumed the genuineness of all
signatures, the authority to sign, and the authenticity of all documents
submitted to us as originals. We have also assumed the conformity with the
originals of all documents submitted to us as copies.
Based on and subject to the foregoing, we are of the opinion that the Indenture
and the New Securities have been duly authorized by the Company. We are also
of the opinion that, assuming: (i) the Indenture is duly executed by the
Trustee; (ii) the Registration Statement has become effective under the Act;
(iii) the New Securities are duly authorized, executed and authenticated in
accordance with the Indenture; and (iv) delivery of the New Securities to the
purchasers thereof in exchange for certain debt securities of Tenneco Inc. in
the manner described in the Registration Statement, the New Securities will be
valid and binding obligations of the Company.
<PAGE> 2
Tenneco Packaging Inc.
October 4, 1999
2
We hereby consent to the use of our name under the caption "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to the filing,
as an exhibit to the Registration Statement, of this opinion. In giving this
consent, we do not hereby admit that we are 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/ Jenner & Block
JENNER & BLOCK
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