<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999
REGISTRATION NO. 333-82923
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TENNECO PACKAGING INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<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:
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TIMOTHY R. DONOVAN, 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
THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. TENNECO MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS AND CONSENT SOLICITATION (Subject to Completion; Dated September 17,
1999)
$[ ]
TENNECO PACKAGING INC.
Exchange Offers and Consent Solicitation
Outstanding Debt Securities of Tenneco Inc. (to be renamed Tenneco Automotive
Inc.)
exchanged for
New Debt Securities of Tenneco Packaging Inc. (to be renamed)
<TABLE>
<CAPTION>
Tendering Holders Will Receive the Following
Principal Amount of Tenneco Packaging's New
For Each: Securities:
-------------------------------- -----------------------------------------------
If the Valid Tender is If the Valid Tender is
Aggregate Made Before the Made After the
Principal $1,000 Principal Amount Consent Solicitation Consent Solicitation
Amount of Tenneco's Original Securities Expires Expires*
- ----------- -------------------------------- ---------------------- ----------------------
<S> <C> <C> <C>
[To be provided by amendment]
</TABLE>
- ---------------
* The valid tender must also be received before the applicable exchange offer
expires. Tenneco will only issue new securities with principal amounts of
$1,000 or integral multiples of $1,000. Tenneco will: (1) aggregate the new
securities to which a tendering registered holder would otherwise be entitled;
(2) round this amount down to the nearest $1,000 and issue new securities to
that holder in the rounded amount; and (3) compensate that holder for this
rounding by paying cash in an amount equal to the principal amount of the
fractional new security.
Each of the exchange offers expires at 5:00 p.m., New York City time, on
, 1999, unless extended. The consent solicitation expires at 5:00
p.m., New York City time, on , 1999, unless extended.
- - Tenneco intends to spin-off Tenneco Packaging after the exchange offers.
- - Your tender is an automatic consent to amend the terms of the original
securities, as described in this document.
- - Tenneco expects that any original securities outstanding after the exchange
offers and spin-off will not maintain investment-grade ratings.
- - Tenneco expects the new securities to have an investment-grade rating.
- - Your right to withdraw tendered securities is limited, as described in this
document.
- - Your exchange should not be taxable for U.S. federal income tax purposes,
except for any accrued interest or cash received in lieu of a fractional
interest in new securities.
- - The new securities will not be listed on any securities exchange or market.
See "Risk Factors," beginning on page 23, for a description of factors that you
should consider in evaluating the exchange offers and consent solicitation.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a
criminal offense.
---------------------
The dealer managers for the exchange offers and consent solicitation are:
MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON
, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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SUMMARY..................................................... 4
RISK FACTORS................................................ 23
Risk Factors if You Exchange.............................. 23
Risk Factors if You Do Not Exchange....................... 26
Risks Factors Relating to the Spin-off.................... 31
FORWARD-LOOKING STATEMENTS.................................. 32
WHERE YOU CAN FIND MORE INFORMATION......................... 34
INCORPORATION OF INFORMATION BY REFERENCE................... 34
THE EXCHANGE OFFERS AND CONSENT SOLICITATION................ 36
Terms of the Exchange Offers.............................. 36
The Consent Solicitation.................................. 37
Expiration Time; Early Exchange Time; Extensions;
Termination; Amendments................................ 37
Effect of Tender.......................................... 39
Acceptance of Consents and Original Securities; Delivery
of Exchange Consideration.............................. 39
Procedures for Tendering Original Securities and Giving
Consents............................................... 40
Conditions to the Exchange Offers and Consent
Solicitation........................................... 44
Withdrawal Rights......................................... 45
Dealer Managers........................................... 46
Exchange Agent............................................ 46
Information Agent......................................... 46
Trustee................................................... 46
Fees and Expenses......................................... 47
MARKET AND TRADING INFORMATION.............................. 47
ACCOUNTING TREATMENT OF THE EXCHANGE OFFERS................. 47
THE PROPOSED AMENDMENTS..................................... 48
Elimination of Operating Covenants........................ 48
Waiver.................................................... 49
DESCRIPTION OF THE NEW SECURITIES........................... 50
General................................................... 50
New Securities............................................ 50
Some Important Covenants of Packaging..................... 50
Consolidation, Merger and Sale of Assets.................. 52
Events of Default......................................... 53
Modification of the New Indenture......................... 53
Defeasance and Covenant Defeasance........................ 54
The New Trustee........................................... 54
Book-Entry System......................................... 54
Physical Securities....................................... 56
Payment................................................... 56
THE SPIN-OFF................................................ 57
Reasons for the Spin-off.................................. 57
Manner of Spin-off........................................ 57
Corporate Restructuring Transactions...................... 57
</TABLE>
------------------------
This document incorporates by reference business and financial information
about Tenneco Inc. and Tenneco Packaging Inc. that is not presented in or
delivered with this document. This information, excluding exhibits to the
information unless the exhibits are specifically incorporated by reference into
the information, is available without charge to any holder or beneficial owner
of original securities upon written or oral request to Karl A. Stewart, Vice
President and Secretary, Tenneco Inc., 1275 King Street, Greenwich, Connecticut,
06831, telephone number (203) 863-1000. In order to obtain timely delivery,
holders of original securities must request this information no later than
, 1999. Notwithstanding any disclosure to the contrary in documents
incorporated by reference, no safe harbor protection under Section 27A of the
Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934
extends to forward-looking statements that appear in this document directly or
by incorporation.
2
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
Debt Realignment.......................................... 58
Relationship Between Automotive and Packaging After the
Spin-off............................................... 59
Conditions to the Spin-off................................ 63
Amendment or Termination of the Distribution Agreement.... 63
DESCRIPTION OF PACKAGING.................................... 64
General................................................... 64
Capitalization............................................ 64
New Financing............................................. 65
Unaudited Pro Forma Combined Financial Statements of
Packaging.............................................. 67
Supplemental Financial Information of Packaging........... 73
Combined Selected Financial Data of Packaging............. 74
Industry Overview and Key Terms........................... 77
Products and Markets...................................... 78
Growth Strategy........................................... 79
Marketing, Distribution and Customers..................... 82
Analysis of Revenues...................................... 83
Competition............................................... 83
International............................................. 83
Properties................................................ 84
Raw Materials............................................. 84
Environmental Regulation.................................. 84
Other..................................................... 85
Legal Proceedings......................................... 85
Containerboard Packaging Interest......................... 85
Management................................................ 86
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 95
Principal Stockholders.................................... 112
DESCRIPTION OF TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE........ 113
Capitalization............................................ 113
Unaudited Pro Forma Consolidated Financial Statements of
Tenneco................................................ 114
Supplemental Financial Information of Tenneco............. 120
Tenneco and Consolidated Subsidiaries Selected Financial
Data................................................... 121
Overview of Automotive Parts Industry..................... 125
Analysis of Automotive's Revenues......................... 125
Emissions Control Systems................................. 127
Ride Control Systems...................................... 128
Sales and Marketing....................................... 129
Manufacturing and Engineering............................. 129
Industry Trends........................................... 130
Business Strategy......................................... 133
Properties................................................ 135
Legal and Environmental Proceedings....................... 136
Strategic Acquisitions and Alliances...................... 136
Other..................................................... 137
Management After the Spin-off............................. 138
New Financing............................................. 146
U.S. FEDERAL INCOME TAX CONSEQUENCES........................ 149
Tax Considerations if You Exchange........................ 149
Tax Considerations if You Do Not Exchange................. 151
Backup Withholding........................................ 151
LEGAL MATTERS............................................... 151
EXPERTS..................................................... 152
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE OF THE
BUSINESSES OF TENNECO PACKAGING........................... F-1
</TABLE>
3
<PAGE> 5
SUMMARY
Tenneco is offering to exchange Packaging's new securities listed in the
table below for Tenneco's original securities listed in the table below and is
soliciting consents with respect to the original securities on the terms and
conditions described in this document and the accompanying letter of consent/
transmittal. The following is a brief summary of the information included in
this document and may not contain all of the information that is important to
you. You should carefully read and review this entire document and the other
documents to which it refers to fully understand the terms of the new
securities, exchange offers and consent solicitation.
You should rely only on the information contained or incorporated by
reference in this document. Tenneco and Packaging have not authorized anyone to
provide you with information different from that contained in this document or
incorporated by reference into this document. The exchange offers and consent
solicitation are not being made to, and Tenneco will not accept tenders for
exchange from, holders of outstanding original securities in any jurisdiction in
which the exchange offers or consent solicitation, or the acceptance thereof,
would not be in compliance with the securities or blue sky laws of that
jurisdiction. The information in this document is accurate as of the date on the
front cover. Tenneco's and Packaging's business, financial condition, results of
operations and prospects may have changed since that date.
Unless the context otherwise requires, in this document:
- "Tenneco" refers to Tenneco Inc., a Delaware corporation, and its
subsidiaries. Tenneco is currently engaged in the automotive, packaging
and administrative services businesses, but plans to spin-off the
packaging and administrative services businesses to its stockholders.
When the spin-off is completed, Tenneco will be engaged in only its
automotive business.
- "Packaging" refers to Tenneco Packaging Inc., a Delaware corporation and
those companies that will be its subsidiaries when the spin-off is
completed. Packaging will be renamed in connection with the spin-off.
- "Automotive" refers to Tenneco Inc. and its subsidiaries after the
spin-off, which will own and operate its automotive business. When the
spin-off is completed, Tenneco will be renamed Tenneco Automotive Inc.
THE EXCHANGE OFFERS AND CONSENT SOLICITATION
THE EXCHANGE OFFERS: For each $1,000 principal amount of original
securities validly tendered and accepted for
exchange, Tenneco is offering (1) $1,000
principal amount of the corresponding series of
Packaging's new securities for holders who
validly tender their original securities before
the consent solicitation expires, as shown in
the applicable column of the table below, or
(2) [$ ] principal amount of the
corresponding series of Packaging's new
securities for holders who validly tender their
original securities after the consent
solicitation expires but before the applicable
exchange offer expires, as shown in the
applicable column of the table below. Tenneco
will, however, only issue new securities with
principal amounts of $1,000 or integral
multiples of $1,000. Tenneco will: (1)
aggregate the new securities to which a
tendering registered holder would otherwise be
entitled; (2) round this amount down to the
nearest $1,000 and issue new securities to that
holder in the rounded amount; and (3)
compensate that holder for this rounding by
paying cash in an amount equal to the principal
amount of the fractional new security. See "The
Exchange Offers and Consent Solicitation --
Terms of the Exchange Offers" beginning on page
36. For these purposes, a registered holder
includes a participant in The Depository Trust
Company with new securities credited directly
to its account. See "The Exchange Offers and
Consent Solicitation -- Procedures for
Tendering Original Securities and Giving
Consents" beginning on page 40.
4
<PAGE> 6
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<CAPTION>
YOU WILL RECEIVE THE FOLLOWING PRINCIPAL
FOR EACH: AMOUNT OF PACKAGING'S NEW SECURITIES:
-------------------------------- ----------------------------------------------
AGGREGATE IF YOU VALIDLY TENDER IF YOU VALIDLY TENDER
PRINCIPAL $1,000 PRINCIPAL AMOUNT BEFORE THE CONSENT AFTER THE CONSENT
CUSIP NO. AMOUNT OF TENNECO'S ORIGINAL SECURITIES SOLICITATION EXPIRES SOLICITATION EXPIRES**
- --------- ----------- -------------------------------- --------------------- ----------------------
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</TABLE>
[To be provided by amendment]
- ---------------
* The terms of the exchange offers shall not be affected by any defect in or
omission of CUSIP numbers.
** The valid tender must also be received before the applicable exchange offer
expires.
IMPORTANT DATES: The following timeline summarizes important
dates for the exchange offers and consent
solicitation. You should read this timeline in
conjunction with the rest of this document,
which describes, among other things, Tenneco's
right to extend, amend and/or terminate any of
the exchange offers and the consent
solicitation.
TIMELINE GRAPH SHOWING:
- - COMMENCEMENT DATE - Tenneco begins the exchange offers and consent
solicitation
- - WITHDRAWAL TIME - You may not withdraw tendered securities after the first to
occur of:
- the consent solicitation expiration, or
- 5:00 p.m., New York City time, on the date Tenneco publicly announces it has
received the required consents
- - CONSENT SOLICITATION EARLY EXCHANGE TIME - Consent solicitation expires; you
must tender before 5:00 p.m., New York City time, to be eligible to receive
$1,000 principal amount of new securities for each $1,000 principal amount of
applicable original securities
- - EXCHANGE OFFER EXPIRATION TIME - Exchange offers expire; you must tender
before 5:00 p.m., New York City time, to be eligible to participate in the
exchange offers
- - ACCEPTANCE DATE - Tenneco accepts for exchange original securities that are
validly tendered and not withdrawn
- - ISSUANCE/EXCHANGE DATE - Packaging's new securities are issued in exchange for
Tenneco's original securities; the exchange agent delivers new securities, any
applicable accrued interest and any applicable cash for fractional new
securities
- ---------------
* May be extended as described in this document.
CONCURRENT CASH TENDER OFFERS: Tenneco is also making cash tender offers and a
consent solicitation for all series of its
public debt not subject to the exchange offers.
The securities subject to these cash tender
offers total $ in aggregate principal
amount.
THE CONSENT SOLICITATION: Tenneco is soliciting consents from the holders
of original securities to amendments to the
original debtholder contract under which
Tenneco issued those securities, commonly
referred to as an indenture. These proposed
amendments will eliminate
5
<PAGE> 7
the restrictions on Tenneco's operations
currently included in this original indenture.
See "The Proposed Amendments" beginning on page
48.
If you want to exchange your original
securities, you will be required to consent to
the proposed amendments. YOUR PROPER TENDER OF
ORIGINAL SECURITIES USING ONE OF THE PROCEDURES
DESCRIBED IN THIS DOCUMENT WILL CONSTITUTE YOUR
AUTOMATIC CONSENT TO THE PROPOSED AMENDMENTS
AND TO THE EXECUTION OF A SUPPLEMENT TO THE
ORIGINAL INDENTURE TO EFFECT THE PROPOSED
AMENDMENTS.
REQUIRED CONSENTS: The aggregate principal amount of securities
outstanding under the original indenture is
$2,459,848,000, consisting of $ of
original securities that are subject to the
exchange offers and $ of other debt
securities that are subject to Tenneco's
concurrent cash tender offers. To amend the
original indenture, Tenneco must receive
consents from the registered holders of at
least a majority of that amount, voting as a
single class. In addition to the consent
solicitation described in this document,
Tenneco is soliciting consents to the proposed
amendments in connection with its concurrent
cash tender offers. See "The Exchange Offers
and Consent Solicitation -- The Consent
Solicitation" beginning on page 36.
Tenneco may receive the required consents
before the exchange offers expire. The proposed
amendments will not take effect, however,
unless Tenneco accepts for exchange or purchase
debt securities issued under the original
indenture that represent at least the required
consents, whether tendered in the exchange
offers or cash tender offers. See "The Proposed
Amendments" beginning on page 48.
PURPOSE OF THE EXCHANGE OFFERS
AND CONSENT SOLICITATION: Tenneco intends to spin-off Packaging to its
public stockholders. Upon completion of the
spin-off, Packaging will become an independent,
publicly held company engaged in Tenneco's
current packaging businesses. At that time,
Tenneco's sole remaining business will be its
current automotive business. See "The Spin-off"
beginning on page 57.
The exchange offers are one component of a plan
to realign Tenneco's debt before the spin-off.
As part of this debt realignment, Tenneco is
also making the cash tender offers described
above. See "The Spin-off -- Debt Realignment"
beginning on page 58.
The purpose of the exchange offers is to
acquire all of Tenneco's outstanding original
securities. The purpose of the consent
solicitation is to eliminate the restrictions
on Tenneco's operations currently included in
the original indenture. This includes
eliminating a covenant that might, if held to
apply to the spin-off, otherwise require
Packaging to become the obligor of the original
securities. Tenneco and Packaging believe the
application of that covenant is uncertain in
these circumstances. See "The Proposed
Amendments" beginning on page 48.
6
<PAGE> 8
RISKS IF YOU EXCHANGE: An investment in the new securities involves
risks. See "Risk Factors -- Risks if You
Exchange" beginning on page 23. These risks
include:
- Once the spin-off is completed, Packaging
will have fewer assets and less revenues and
cash flows than Tenneco currently does.
- Tenneco and Packaging cannot assure you that
the new securities will have or maintain an
investment-grade rating.
- A liquid trading market may not develop for
the new securities, which could adversely
affect their value.
RISKS IF YOU DO NOT EXCHANGE: You could suffer adverse consequences if you
choose not to tender your original securities.
See "Risk Factors -- Risk Factors if You Do Not
Exchange" beginning on page 26. These adverse
consequences include:
- The operating restrictions presently included
in the original indenture will no longer
apply. This will permit Tenneco, which at
that time will consist solely of its
Automotive business, to make new borrowings
in connection with the spin-off that are
secured by its assets, including the capital
stock of its various subsidiaries. This will
allow the lenders to enforce their rights by
taking control of the assets and/or
subsidiaries. As a result, any original
securities that remain outstanding after the
spin-off will effectively rank behind these
new borrowings with regard to payment.
- Once the spin-off is completed, Automotive
will have a substantial amount of debt. This
may adversely affect its ability to meet its
payment obligations to you under the original
securities if you do not exchange.
- Tenneco expects that the original securities
will not maintain an investment-grade rating
after the exchange offers and spin-off. This
could adversely affect their value.
- Tenneco expects the original securities to
have a limited trading market after the
exchange offers. This could also adversely
affect their value.
EXPIRATION OF THE EXCHANGE
OFFERS: Each exchange offer will expire at 5:00 p.m.,
New York City time, on ,
, 1999, unless extended by Tenneco
in its sole discretion or terminated at an
earlier time.
EXPIRATION OF THE CONSENT
SOLICITATION: The consent solicitation will expire at 5:00
p.m., New York City time, on ,
, 1999, unless extended by Tenneco
in its sole discretion or terminated at an
earlier time.
WITHDRAWAL RIGHTS: You may withdraw your tender of original
securities for exchange any time before the
withdrawal time described below by following
the procedures described in this document. A
valid withdrawal of original securities will
also revoke the related consent. You may not
revoke a consent without withdrawing the
related original securities. See "The Exchange
Offers and Consent Solicitation -- Withdrawal
Rights" beginning on page 45.
7
<PAGE> 9
In general, you may not withdraw tendered
original securities after the withdrawal time
unless the related exchange offer is terminated
without any original securities being accepted
for exchange. Subject to applicable law, this
is true even if Tenneco waives any condition to
the exchange offers or extends any exchange
offer or the consent solicitation. If, however,
after the withdrawal time Tenneco reduces the
principal amount of original securities subject
to any exchange offer, or Tenneco reduces the
consideration offered in that exchange offer,
then the original securities tendered in that
exchange offer may be validly withdrawn for the
following ten business days.
As used in this document, the term "withdrawal
time" refers to the earlier of --
- the expiration of the consent solicitation,
and
- 5:00 p.m., New York City time, on the date
that Tenneco publicly announces that it has
received the required consents.
CONDITIONS TO THE EXCHANGE
OFFERS AND CONSENT
SOLICITATION: The exchange offers and consent solicitation
are subject to satisfaction or Tenneco's waiver
of several conditions, including:
- the receipt of the required consents;
- any and all conditions to Tenneco's cash
tender offers; and
- any and all conditions to the spin-off.
See "The Exchange Offers and Consent
Solicitation -- Conditions to the Exchange
Offers and Consent Solicitation" beginning on
page 44.
HOW TO TENDER YOUR ORIGINAL
SECURITIES AND GIVE
CONSENTS: For a description of how to tender your
original securities and give consents, see "The
Exchange Offers -- Procedures for Tendering
Original Securities and Giving Consents"
beginning on page 40. THERE ARE NO GUARANTEED
DELIVERY PROCEDURES. YOU MUST COMPLETE THE
PROCEDURES FOR TENDERING ORIGINAL SECURITIES
DESCRIBED IN THIS DOCUMENT BEFORE THE CONSENT
SOLICITATION OR EXCHANGE OFFERS EXPIRE, AS
APPLICABLE. For more information, you should
contact the information agent or dealer
managers at their addresses on the back cover
of this document, or consult your broker,
dealer, commercial bank or trust company for
assistance.
ACCEPTANCE OF ORIGINAL
SECURITIES; DELIVERY
OF EXCHANGE CONSIDERATION: Upon the terms and subject to the conditions of
the exchange offers and applicable law, Tenneco
will (1) accept for exchange original
securities validly tendered before the
applicable expiration time, and not properly
withdrawn, and then (2) pay for accepted
original securities by delivering new
securities in book-entry form, plus cash for
any applicable accrued interest and fractional
interest in new securities, to the exchange
agent on the next New York Stock Exchange
trading day. The date new securities are
delivered to the exchange agent is referred to
in this document as their issuance date.
8
<PAGE> 10
NEW SECURITIES WILL BE ISSUED ONLY IN
BOOK-ENTRY FORM THROUGH THE DEPOSITORY TRUST
COMPANY. THIS MEANS THAT YOU WILL NOT RECEIVE
CERTIFICATES FOR ANY OF YOUR NEW SECURITIES. If
you plan to tender original securities which
are not held through DTC, you are urged to
contact a custodian that can hold securities
through DTC to arrange delivery of the new
securities on your behalf. This custodian
should also provide you with the required DTC
participant and account information that you
will be required to submit in the accompanying
letter of consent/transmittal.
The exchange agent will deliver new securities
in book-entry form, plus cash for any
applicable accrued interest and fractional
interest in new securities, to exchanging
holders on the issuance date for those new
securities or as soon thereafter as
practicable.
ACCRUED INTEREST ON ORIGINAL
SECURITIES; INTEREST ON NEW
SECURITIES: Tenneco will pay accrued but unpaid interest on
original securities exchanged through the date
Tenneco accepts them for exchange. If, however,
Tenneco accepts for exchange any particular
series of original securities after an interest
record date for that series and on or before
the related interest payment date, accrued but
unpaid interest will instead be paid to the
holder of those original securities as of the
record date (if different from the tendering
holder). See "The Exchange Offers and Consent
Solicitation -- Terms of the Exchange Offers"
beginning on page 36.
Interest on the new securities will accrue
from, and including, their issuance date.
WAIVERS; EXTENSIONS;
AMENDMENTS: Tenneco expressly reserves the right to:
- terminate any or all of the exchange offers
or the consent solicitation upon the failure
of any of the conditions to the exchange
offers and consent solicitation;
- waive any condition to any of the exchange
offers or the consent solicitation;
- extend the expiration of any of the exchange
offers or the consent solicitation;
- amend the terms of any of the exchange offers
or the consent solicitation; and
- not accept original securities as a result of
an invalid tender, withdrawal or the
occurrence of other events described in this
document.
If Tenneco makes a material change to the terms
of or information concerning the exchange
offers or consent solicitation, including any
waiver of a material condition, Tenneco and
Packaging will, to the extent required by law:
(1) amend and recirculate this document; and
(2) extend the expiration of the exchange
offers and/or consent solicitation. See "The
Exchange Offers and Consent
Solicitation -- Expiration Time; Early Exchange
Time; Extensions; Termination; Amendments"
beginning on page 37.
9
<PAGE> 11
TAX CONSEQUENCES: Tenneco intends the exchange offers to be part
of a tax-free reorganization under the Internal
Revenue Code of 1986, as amended. You should
generally not have income tax liability if you
exchange original securities for new
securities, except on any accrued but unpaid
interest and except with respect to cash
received in lieu of a fractional interest in
new securities. You should also not have income
tax liability in connection with the exchange
offers if your original securities are not
exchanged. See "U.S. Federal Income Tax
Consequences" beginning on page 148 for
circumstances in which all or part of your
exchange could be taxable.
NO RECOMMENDATION: Tenneco and Packaging are not, and no other
person acting on behalf of either of them, is
making any recommendation about tendering
original securities in the exchange offers or
providing consents to the proposed amendments.
NO DISSENTERS' RIGHTS: You will not have any right to dissent and
receive an appraisal of your original
securities in connection with the exchange
offers or consent solicitation.
EXCHANGE AGENT: The Chase Manhattan Bank is the exchange agent
that will receive tenders of original
securities on Tenneco's behalf and distribute
any payments made.
INFORMATION AGENT: Georgeson & Company Inc. is the information
agent that you may contact for assistance or
additional copies of this document.
DEALER MANAGERS: Morgan Stanley Dean Witter and Credit Suisse
First Boston are acting as dealer managers for
the exchange offers.
\
10
<PAGE> 12
TERMS OF THE NEW SECURITIES
The terms of the new securities will be substantially identical to the
current terms of the original securities except that (a) Packaging will issue
the new securities, and (b) the interest rate on each series of new securities
will be _____ than the interest rate on the corresponding series of original
securities. See "Description of the New Securities" beginning on page 50.
ISSUER: Tenneco Packaging Inc., which will be renamed.
If you exchange your original securities for
new securities, you will be entitled to look
only to Packaging's businesses and operations
for the payment of principal and interest,
rather than to the consolidated operations of
Tenneco, which included both Packaging and
Automotive. See "Risk Factors -- Risk Factors
if You Exchange" beginning on page 23.
RANKING: The new securities will be senior unsecured
obligations of Packaging. This means they will
rank equally in right of payment with all
existing and future unsecured and
unsubordinated debt of Packaging and
effectively junior to any secured debt of
Packaging. In connection with the spin-off,
Packaging will be making borrowings under new
credit facilities that will rank equally in
right of payment with the new securities. See
"Description of Packaging -- Unaudited Pro
Forma Combined Financial Statements of
Packaging." Packaging currently has no debt
securities outstanding that are senior or
junior to the new securities.
NEW SECURITIES:
<TABLE>
<CAPTION>
NEW CUSIP NO. SERIES OF NEW SECURITIES INTEREST PAYMENT DATES
------------- ------------------------ ----------------------
<S> <C> <C>
[To be provided by amendment]
</TABLE>
LISTING: The new securities will not be listed on any
domestic or international securities exchange
or market.
BASIC PACKAGING COVENANTS: Packaging will issue the new securities under a
new indenture with The Chase Manhattan Bank, as
trustee. The new indenture will restrict
Packaging's ability to:
- borrow money that is secured by liens on
principal manufacturing or research and
development facilities or on the capital
stock of subsidiaries;
- sell all or substantially all of its assets
or merge with another person; and
- sell and then take an immediate lease back of
principal manufacturing or research and
development facilities.
These restrictions are subject to important
exceptions described under the heading
"Description of the New Securities" beginning
on page 50.
11
<PAGE> 13
THE COMPANIES
TENNECO BEFORE THE SPIN-OFF
Tenneco is a global manufacturing company whose major businesses currently
consist of (a) Automotive -- the manufacture and sale of automotive emissions
control and ride control products and systems, and (b) Packaging -- the
manufacture and sale of specialty packaging and consumer products for the
foodservice, consumer, protective, flexible and institutional/industrial
markets. Tenneco's headquarters are located at 1275 King Street, Greenwich,
Connecticut, 06831, and its telephone number at that location is (203) 863-1000.
For further information about Tenneco, see "Where You Can Find More Information"
on page 34 and "Incorporation of Information by Reference" on page 34.
Tenneco was incorporated in 1996 under the name "New Tenneco Inc." as a
wholly owned subsidiary of the company then known as Tenneco Inc. At that time,
the company's major businesses were shipbuilding, energy, automotive and
packaging. On December 11, 1996, the former Tenneco completed the transfer of
its automotive and packaging businesses to the current Tenneco, and spun off the
current Tenneco to its public stockholders. In connection with that spin-off,
the former Tenneco also spun off its shipbuilding division to its public
stockholders and the remaining energy company was acquired by El Paso Natural
Gas Company. Unless the context otherwise requires, for periods prior to
December 11, 1996, the term "Tenneco" also refers to the company formerly known
as Tenneco.
PACKAGING
Packaging is a global supplier of specialty packaging and consumer
products, with 1998 revenues of approximately $2.8 billion. Packaging operates
89 manufacturing facilities throughout the world and employs over 15,000 people.
Packaging is currently owned by Tenneco and will become an independent, publicly
traded company upon completion of the spin-off.
Packaging manufactures and sells plastic, aluminum and paper-based consumer
products, such as disposable tableware, plastic food storage bags and plastic
trash bags. Packaging sells these products under such recognized brand names as
Hefty(R), Baggies(R), Hefty One-Zip(R) and E-Z Foil(R). Packaging also offers
food/foodservice packaging products such as molded fiber cartons, foam meat
trays and plastic, pressed paperboard and aluminum containers for frozen food,
bakery and deli applications. Its products also include sponge-like foam and
other packaging to protect and cushion a variety of goods during storage and
shipment and flexible plastic bags for medical, pharmaceutical, chemical,
hygiene and industrial applications. When the spin-off is completed, Packaging
will own Tenneco's administrative services operations, but is currently
analyzing its alternatives with respect to these operations. See "Description of
Packaging -- Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 94.
Packaging also owns a 43% common equity interest in a joint venture that
operates Packaging's former containerboard packaging business. Containerboard is
material derived primarily from wood pulp and recycled paper that is used to
make cartons, boxes and other containers. The joint venture manufactures
containerboard, as well as corrugated containers and lumber and related wood
products. The joint venture had 1998 pro forma revenues of $1.57 billion.
Packaging plans to sell its interest in this containerboard joint venture and
expects the sale to be completed before the spin-off. See "Description of
Packaging -- Unaudited Pro Forma Combined Financial Statements of Packaging"
beginning on page 66.
Packaging's headquarters are located at 1900 West Field Court, Lake Forest,
Illinois 60045, and its telephone number at that location is (847) 482-2000. For
more information about Packaging, see "Description of Packaging" beginning on
page 64.
TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE
When the spin-off is completed, Tenneco's remaining operations will consist
solely of Automotive. Automotive is a worldwide manufacturer and marketer of
automotive emissions control and ride control products and systems for vehicle
manufacturers and the repair and replacement market, or aftermarket. With 1998
revenues of approximately $3.2 billion, approximately 23,500 employees worldwide
and 106
12
<PAGE> 14
facilities in 25 countries, Automotive is a global business that sells its
products in over 100 countries. Automotive manufactures and markets its
emissions control products primarily under the Walker(R) brand name and its ride
control products primarily under the Monroe(R) brand name. Among its products
are Sensa-Trac(R) shock absorbers and weight bearing struts, Rancho(R) ride
control products, Walker Quiet-Flow(TM) mufflers and DynoMax(R) performance
mufflers, Walker(R) and Gillet(TM) exhaust systems and Monroe Clevite(TM)
elastomeric vibration control components.
Automotive's headquarters are located at 500 North Field Drive, Lake
Forest, Illinois 60045, and its telephone number at that location is (847)
482-5000. For more information about Automotive, see "Description of Tenneco
After the Spin-off/Automotive" beginning on page 112.
THE SPIN-OFF
The spin-off of Packaging is the final step in the transformation of
Tenneco from a highly diversified industrial corporation to independent
companies focused on their core businesses. In July 1998, Tenneco's board of
directors authorized management to develop a broad range of strategic
alternatives which could result in the separation of its automotive, paperboard
packaging and specialty packaging businesses. Earlier this year, Tenneco
separated the paperboard packaging business from the rest of its operations.
First, Packaging contributed its containerboard packaging business, which
constituted the majority of its paperboard packaging segment, to a new joint
venture for approximately $2 billion plus a 45% common equity interest.
Packaging currently plans to sell its remaining interest in this joint venture,
which is now 43% due to subsequent equity issuances to management. Second,
Packaging sold the balance of its paperboard packaging business, the folding
carton business, for $72.5 million. The cash proceeds of these transactions were
used to repay a portion of Tenneco's short-term debt. The spin-off will complete
the separation of Tenneco's businesses and create two independent, public
companies -- Automotive and Packaging.
Tenneco's Board of Directors has determined that the spin-off is in the
best interests of Tenneco's stockholders because divergent industry trends
increasingly require Tenneco's packaging and automotive businesses to pursue
different strategies. The spin-off is designed to separate Tenneco's packaging
business from its automotive business, which have distinct financial, investment
and operating characteristics, so that each can adopt strategies and pursue
objectives appropriate to its specific needs.
The following describes the principal transactions that Tenneco and
Packaging will undertake to complete the spin-off. The spin-off is subject to a
number of conditions, including completion of the corporate restructuring
transactions and debt realignment. See "The Spin-off" beginning on page 57.
- Corporate Restructuring Transactions. As Tenneco is currently organized,
ownership of its subsidiaries is based on geographic location and tax
considerations rather than on the businesses in which the subsidiaries
are involved. Therefore, Tenneco will need to restructure the ownership
of its existing businesses before the spin-off so that the assets,
liabilities and operations of (a) its packaging business and
administrative services operations will be owned directly and indirectly
by Packaging and (b) its automotive business will be owned directly and
indirectly by Tenneco and its non-packaging subsidiaries. See "The
Spin-off -- Corporate Restructuring Transactions" beginning on page 57.
- Debt Realignment. Tenneco's historical practice has been to incur debt
for its consolidated group at the parent-company level or at a limited
number of its subsidiaries, rather than at the operating-company level,
and to manage centrally various cash functions. Therefore, before the
spin-off, Tenneco will realign substantially all of its existing debt
through some combination of tender offers, exchange offers, prepayments
and other refinancings. The purpose is to allocate this debt between
Automotive and Packaging before the companies are separated. The exchange
offers and Tenneco's cash tender offers are components of this debt
realignment. Tenneco also expects to repay other non-public debt and to
repurchase subsidiary preferred stock. To finance the cash tender offers
and other cash payments, Packaging and Automotive will each make
borrowings under new credit
13
<PAGE> 15
facilities and Automotive expects to issue new subordinated debt. See
"The Spin-off -- Debt Realignment" beginning on page 58.
If the debt realignment and spin-off had occurred on June 30, 1999,
Packaging would have had debt for money borrowed of about $2.2 billion
and Automotive would have had debt for money borrowed of about $1.7
billion on a pro forma basis. This pro forma debt amount for Packaging
does not reflect the application of any proceeds from Packaging's planned
sale of its remaining interest in the containerboard joint venture. See
"Description of Packaging -- Unaudited Pro Forma Combined Financial
Statements of Packaging" beginning on page 66 and "Description of Tenneco
After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated
Financial Statements of Tenneco" beginning on page 113.
- Distribution of Packaging Common Stock. Tenneco will complete the
spin-off by distributing all Packaging common stock to the holders of
Tenneco common stock at a ratio of one share of Packaging common stock
for each share of Tenneco common stock. The spin-off is conditioned on
Tenneco's receipt, and the continued effectiveness, of a determination
that the spin-off will be tax-free to Tenneco and its stockholders.
Tenneco received a letter ruling from the Internal Revenue Service to
that effect on August 20, 1999.
14
<PAGE> 16
SUMMARY HISTORICAL AND PRO FORMA COMBINED
FINANCIAL DATA OF PACKAGING
The following summary combined financial data as of December 31, 1998 and
1997, and for the years ended December 31, 1998, 1997, and 1996, were derived
from the audited Combined Financial Statements of The Businesses of Tenneco
Packaging. The following summary combined financial data as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, are
unaudited and were derived from Tenneco's accounting records. The following
summary combined financial data as of and for each of the six months ended June
30, 1999 and 1998 were derived from the unaudited Combined Financial Statements
of The Businesses of Tenneco Packaging. In the opinion of Packaging's
management, the summary combined financial data of Packaging as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, and as
of and for the six months ended June 30, 1999 and 1998, include all adjusting
entries, consisting only of normal recurring adjustments, necessary to present
fairly the information set forth. You should not regard the results of
operations for the six months ended June 30, 1999 as indicative of the results
that may be expected for the full year.
The following summary unaudited pro forma combined financial data as of and
for the six months ended June 30, 1999, and for the year ended December 31,
1998, reflect the effects of:
- the debt realignment; and
- the spin-off of Packaging and related transactions.
The unaudited pro forma combined statement of income data have been
prepared as if these transactions occurred on January 1, 1998; the unaudited pro
forma combined balance sheet data have been prepared as if these transactions
occurred on June 30, 1999. The summary unaudited pro forma combined financial
data are not necessarily indicative of what Packaging's results of operations
would have been had these transactions described above actually been consummated
on the dates assumed and are not necessarily indicative of the results of
operations for any future period.
Packaging's debt balances in the summary unaudited pro forma combined
financial data do not reflect the application of any proceeds from Packaging's
planned sale of its remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off, with the net
proceeds used to retire the Tenneco debt that would otherwise be allocated to
Packaging in the debt realignment. If the sale occurs after the spin-off, the
net proceeds will be used to retire Packaging debt.
There is other information Packaging believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Packaging expects will differ for it following the spin-off. For
further information you should see "Description of Packaging -- Supplemental
Financial Information of Packaging" beginning on page 72.
You should read all of this information in conjunction with the following
each of which is included elsewhere in this document:
- Unaudited Pro Forma Combined Financial Statements of Packaging (page 66);
- Combined Selected Financial Data of Packaging (page 73);
- Management's Discussion and Analysis of Financial Condition and Results
of Operations of Packaging (page 94); and
- Combined Financial Statements and Schedule of the Businesses of Tenneco
Packaging (page F-1).
(continued on next page)
15
<PAGE> 17
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------
Pro Forma
1998 1998(a) 1997(a) 1996(a)
--------- ------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 2,785 $ 2,785 $ 2,553 $ 1,987
Other................. 6 6 10 --
----------- ----------- ----------- -----------
Total............... $ 2,791 $ 2,791 $ 2,563 $ 1,987
=========== =========== =========== ===========
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 328 $ 328 $ 308 $ 249
Other(c).............. (40) (45) (2) (15)
----------- ----------- ----------- -----------
Total............... 288 283 306 234
Interest expense(d)....... 160 133 124 102
Income tax expense
(benefit)............... 58 67 75 67
Minority interest......... 1 1 1 --
----------- ----------- ----------- -----------
Income (loss) from
continuing operations... 69 82 106 65
Income (loss) from
discontinued operations,
net of income tax(e).... NA 57 21 71
Extraordinary loss, net of
income tax(f)........... NA -- -- (2)
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... NA -- (38) --
----------- ----------- -----------
Net income (loss)......... NA $ 139 $ 89 $ 134
=========== =========== ===========
Average number of shares of
common stock
outstanding(h) --
Basic..................... 168,505,573 168,505,573 170,264,731 169,609,373
Diluted................... 168,834,531 168,834,531 170,801,636 170,526,112
Earnings (loss) per average
share of common stock(h)--
Basic:
Continuing operations... $ .41 $ .49 $ .63 $ .38
Discontinued
operations(e)......... NA .34 .12 .42
Extraordinary loss(f)... NA -- -- (.01)
Cumulative effect of
changes in accounting
principles(g)......... NA -- (.23) --
----------- ----------- -----------
$ .83 $ .52 $ .79
=========== =========== ===========
Diluted:
Continuing operations... $ .41 $ .49 $ .63 $ .38
Discontinued
operations(e)......... NA .34 .12 .42
Extraordinary loss(f)... NA -- -- (.01)
Cumulative effect of
changes in accounting
principles(g)......... NA -- (.23) --
----------- ----------- -----------
$ .83 $ .52 $ .79
=========== =========== ===========
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... NA $ 366 $ 423 $ 459
Total assets.............. NA 4,798 4,618 4,028
Short-term debt(d)........ NA 595 158 123
Long-term debt(d)......... NA 1,312 1,492 1,073
Debt allocated to
discontinued
operations(d)........... NA 548 473 394
Minority interest......... NA 14 15 --
Combined equity........... NA 1,776 1,839 1,843
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
------------------------- ---------------------------------------
Pro Forma
1995 1994 1999 1999(a) 1998(a)
---- ---- --------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 845 $ 636 $ 1,404 $ 1,404 $ 1,361
Other................. -- -- -- -- 10
----------- ----------- ----------- ----------- -----------
Total............... $ 845 $ 636 $ 1,404 $ 1,404 $ 1,371
=========== =========== =========== =========== ===========
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 39 $ 68 $ 190 $ 190 $ 175
Other(c).............. (6) 17 (43) (46) (2)
----------- ----------- ----------- ----------- -----------
Total............... 33 85 147 144 173
Interest expense(d)....... 91 48 80 68 67
Income tax expense
(benefit)............... (3) 19 20 24 37
Minority interest......... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Income (loss) from
continuing operations... (55) 18 47 52 69
Income (loss) from
discontinued operations,
net of income tax(e).... 224 75 NA (163) 37
Extraordinary loss, net of
income tax(f)........... -- -- NA (7) --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... -- -- NA (32) --
----------- ----------- ----------- -----------
Net income (loss)......... $ 169 $ 93 NA $ (150) $ 106
=========== =========== =========== ===========
Average number of shares of
common stock
outstanding(h) --
Basic..................... 172,764,198 162,307,189 166,937,362 166,937,362 169,341,555
Diluted................... 173,511,654 162,912,425 167,319,412 167,319,412 169,936,676
Earnings (loss) per average
share of common stock(h)--
Basic:
Continuing operations... $ (.32) $ .11 $ .28 $ .31 $ .41
Discontinued
operations(e)......... 1.30 .46 NA (.98) .22
Extraordinary loss(f)... -- -- NA (.04) --
Cumulative effect of
changes in accounting
principles(g)......... -- -- NA (.19) --
----------- ----------- ----------- -----------
$ .98 $ .57 $ (.90) $ .63
=========== =========== =========== ===========
Diluted:
Continuing operations... $ (.32) $ .11 $ .28 $ .31 $ .41
Discontinued
operations(e)......... 1.29 .46 NA (.98) .22
Extraordinary loss(f)... -- -- NA (.04) --
Cumulative effect of
changes in accounting
principles(g)......... -- -- NA (.19) --
----------- ----------- ----------- -----------
$ .97 $ .57 $ (.90) $ .63
=========== =========== =========== ===========
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 393 $ 236 $ 133 $ 133 $ 382
Total assets.............. 3,358 1,630 4,749 4,486 4,788
Short-term debt(d)........ 205 49 1,196(i) 367 335
Long-term debt(d)......... 880 478 1,000(i) 1,494 1,488
Debt allocated to
discontinued
operations(d)........... 369 285 -- -- 479
Minority interest......... -- -- 14 14 15
Combined equity........... 1,531 703 1,286 1,340 1,829
</TABLE>
(continued on next page)
16
<PAGE> 18
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------
Pro Forma
1998 1998(a) 1997(a) 1996(a)
--------- ------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities............ NA $ 577 $ 405 $ 263
Net cash provided (used)
by investing
activities............ NA (514) (654) (669)
Net cash provided (used)
by financing
activities............ NA (67) 239 399
Capital expenditures for
continuing
operations............ NA (194) (229) (216)
OTHER DATA:
EBITDA(j)................. $ 463 $ 458 $ 469 $ 365
Ratio of earnings to fixed
charges(k).............. 1.71 1.99 2.31 2.15
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
------------------------- ---------------------------------------
Pro Forma
1995 1994 1999 1999(a) 1998(a)
---- ---- --------- ------- -------
(Dollars in millions except per share amounts)
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities............ $ 479 $ 283 NA $ (45) $ 288
Net cash provided (used)
by investing
activities............ (1,791) (146) NA (866) (221)
Net cash provided (used)
by financing
activities............ 1,327 (142) NA 920 (66)
Capital expenditures for
continuing
operations............ (265) (134) NA (75) (101)
OTHER DATA:
EBITDA(j)................. $ 78 $ 121 $ 241 $ 238 $ 261
Ratio of earnings to fixed
charges(k).............. NM 1.72 1.76 2.00 2.45
</TABLE>
- -------------------------
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
Packaging included elsewhere in this document.
(b) During the periods presented, Packaging completed numerous acquisitions, the
most significant of which were the acquisitions of Mobil Plastics for $1.3
billion in late 1995, Amoco Foam Products for $310 million in August 1996,
and the protective and flexible packaging business of N.V. Koninklijke KNP
BT for $380 million in April 1997. See Note 6 to the Combined Financial
Statements of The Businesses of Tenneco Packaging. See also "Description of
Packaging -- Growth Strategy" and "Description of Packaging -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."
(c) Historical and pro forma income from continuing operations before interest
expense, income taxes and minority interest for "Other" includes costs which
were incurred by Tenneco's corporate and administrative services operations
which were not allocated to Tenneco's operating segments. Because these
functions will be a part of Packaging upon the spin-off, they are included
in Packaging's historical combined financial statements. Packaging expects
its costs for these functions will differ following the spin-off. See
"Supplemental Financial Information of Packaging" included elsewhere in this
document for further information.
(d) Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, historical amounts include debt
and related interest expense allocated to Packaging from Tenneco based on
the portion of Tenneco's investment in Packaging which Tenneco deemed to be
debt. This allocation is generally based upon the ratio of Packaging's net
assets to Tenneco's consolidated net assets plus debt. An allocation of debt
and its related interest expense has also been made to Packaging's
discontinued operations based on the ratio of the discontinued operations'
net assets to Packaging's combined net assets plus debt. Management believes
that the allocation of corporate debt and related interest expense for the
historical periods is reasonable. This historical allocation, however, is
not indicative of the total amount of debt that Packaging will have upon
completion of the debt realignment or of the debt and interest that may be
incurred by Packaging as a separate public entity. See "Combined Financial
Statements of The Businesses of Tenneco Packaging" included elsewhere in
this document.
(e) Discontinued operations for the periods presented consist of Packaging's
paperboard packaging segment, which was discontinued in June 1999 following
the decision to sell Packaging's remaining common equity interest in its
containerboard joint venture. Loss from discontinued operations for the six
months ended June 30, 1999 includes an after-tax loss of $178 million, or
$1.07 per diluted common share, resulting from the contribution of
Packaging's containerboard assets to the containerboard joint venture. See
Note 7 to the Combined Financial Statements of The Businesses of Tenneco
Packaging included elsewhere in this document.
(f) Represents Packaging's costs related to prepayment of debt. See Note 7 to
the Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document.
(g) In 1999, Packaging implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." In 1997, Packaging implemented the Financial Accounting
Standards Board's Emerging Issues Task Force Issue 97-13, "Accounting for
Costs Incurred in Connection with a Consulting Contract that Combines
Business Process Reengineering and Information Technology Transformation."
See Note 3 to the Combined Financial Statements of The Businesses of Tenneco
Packaging included elsewhere in this document for additional information
regarding changes in accounting principles.
(h) In the spin-off, Tenneco stockholders will receive one share of Packaging
common stock for each share of Tenneco common stock outstanding.
Accordingly, basic and diluted earnings per share for Packaging were
calculated using Tenneco's historical weighted average shares outstanding
and weighted average shares outstanding adjusted to include estimates of
additional shares that would be issued if potentially dilutive common shares
had been issued, respectively.
(continued on next page)
17
<PAGE> 19
(i) Packaging's pro forma debt balances reflect debt allocated to Packaging in
the debt realignment before application of any proceeds from Packaging's
planned sale of its remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off, with the net
proceeds used to retire the Tenneco debt that would otherwise be allocated
to Packaging in the debt realignment. If the sale occurs after the spin-off,
the net proceeds will be used to retire Packaging debt. See "Description of
Packaging -- Unaudited Pro Forma Combined Financial Statements of
Packaging."
(j) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the Combined Statements of Income of The Businesses of
Tenneco Packaging or Unaudited Pro Forma Combined Statements of Income of
Packaging included elsewhere in this document. EBITDA should not be
considered as an alternative to net income or operating income as an
indicator of the operating performance of Packaging, or as an alternative to
operating cash flows as a measure of liquidity. Packaging has reported
EBITDA because it believes EBITDA is a measure commonly reported and widely
used by investors and other interested parties as an indicator of a
company's ability to incur and service debt. Packaging believes EBITDA
assists investors in comparing a company's performance on a consistent basis
without regard to depreciation and amortization, which can vary
significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.
(k) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges, excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. The historical ratios are based upon the amount of
interest expense on corporate debt allocated to Packaging by Tenneco as
discussed in (d) above. The pro forma ratios are derived from the Unaudited
Pro Forma Combined Financial Statements of Packaging included elsewhere in
this document. For the year ended December 31, 1995, earnings were
inadequate to cover fixed charges by $59 million.
18
<PAGE> 20
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA OF TENNECO
The following summary consolidated financial data as of and for each of the
fiscal years in the five years ended December 31, 1998 were derived from the
audited financial statements of Tenneco and its consolidated subsidiaries. The
following summary consolidated financial data as of and for each of the six
months ended June 30, 1999 and 1998 were derived from the unaudited condensed
financial statements of Tenneco and its consolidated subsidiaries. In the
opinion of Tenneco's management, the summary consolidated historical financial
data of Tenneco as of and for the six months ended June 30, 1999 and 1998
include all adjusting entries, consisting only of normal recurring adjustments,
necessary to present fairly the information set forth. You should not regard the
results of operations for the six months ended June 30, 1999 as indicative of
the results that may be expected for the full year.
The following summary unaudited pro forma consolidated financial data set
forth below as of and for the six months ended June 30, 1999, and for the year
ended December 31, 1998, reflect the effects of:
- the debt realignment;
- the spin-off of Packaging and related transactions; and
- the unaudited pro forma consolidated statement of income data set forth
below also reflects the April 1999 contribution of Packaging's
containerboard assets to a new joint venture and the June 1999 sale of
Packaging's folding carton assets.
The unaudited pro forma consolidated statement of income data have been
prepared as if these transactions occurred January 1, 1998; the unaudited pro
forma consolidated balance sheet data have been prepared as if the debt
realignment, spin-off and related transactions occurred on June 30, 1999. The
summary unaudited pro forma consolidated financial data are not necessarily
indicative of what Tenneco's results of operations would have been had these
transactions described above actually been consummated on the dates assumed and
are not necessarily indicative of the results of operations for any future
period.
There is other information Tenneco believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Tenneco expects will differ following the spin-off. For further
information you should see "Description of Tenneco After the
Spin-off/Automotive -- Supplemental Financial Information of Tenneco" beginning
on page 119.
You should read all of this information in conjunction with the:
- Unaudited Pro Forma Consolidated Financial Statements of Tenneco
beginning on page 113 of this document; and
- Management's Discussion and Analysis of Financial Condition and Results
of Operations of Tenneco and the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for the year ended December 31, 1998, and for
the six months ended June 30, 1999, each of which are contained in the
Tenneco Current Report on Form 8-K, dated August 20, 1999. The Form 8-K
is incorporated by reference into this document. See "Where You Can Find
More Information" and "Incorporation of Information By Reference" on page
34 of this document.
(continued on next page)
19
<PAGE> 21
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
PRO FORMA
1998 1998(a) 1997(a)
----------- ------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 3,237 $ 3,237 $ 3,226
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 248 $ 248 $ 407
Other................................... (26) (21) (12)
----------- ----------- -----------
Total................................. 222 227 395
Interest expense(c)........................ 161 69 58
Income tax expense (benefit)............... (26) 13 80
Minority interest.......................... -- 29 23
----------- ----------- -----------
Income (loss) from continuing operations... 87 116 234
Income (loss) from discontinued operations,
net of income tax(d)...................... NA 139 127
Extraordinary loss, net of income tax(e)... NA -- --
Cumulative effect of changes in accounting
principles, net of income tax(f).......... NA -- (46)
----------- -----------
Net income (loss).......................... NA 255 315
Preferred stock dividends.................. NA -- --
----------- -----------
Net income (loss) to common stock.......... NA $ 255 $ 315
=========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 168,505,573 168,505,573 170,264,731
Diluted................................. 168,834,531 168,834,531 170,801,636
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .52 $ .69 $ 1.37
Discontinued operations(d)............ NA .83 .75
Extraordinary loss(e)................. NA -- --
Cumulative effect of changes in
accounting principles(f)............ NA -- (.27)
----------- -----------
NA $ 1.52 $ 1.85
=========== ===========
Diluted:
Continuing operations................. $ .52 $ .68 $ 1.36
Discontinued operations(d)............ NA .83 .75
Extraordinary loss(e)................. NA -- --
Cumulative effect of changes in
accounting principles(f)............ NA -- (.27)
----------- -----------
NA $ 1.51 $ 1.84
=========== ===========
Cash dividends per common share............ NA $ 1.20 $ 1.20
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... NA $ 1,739 $ 1,771
Total assets.............................. NA 4,759 4,682
Short-term debt(c)........................ NA 304 75
Long-term debt(c)......................... NA 671 713
Debt allocated to discontinued
operations(c)........................... NA 2,456 2,123
Minority interest......................... NA 407 408
Shareowners' equity....................... NA 2,504 2,528
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. NA $ 532 519
Net cash used by investing activities..... NA (754) (887)
Net cash provided (used) by financing
activities.............................. NA 216 354
Capital expenditures for continuing
operations.............................. NA (195) (221)
OTHER DATA:
EBITDA(g)................................. $ 372 $ 377 $ 505
Ratio of earnings to fixed charges(h)..... 1.36 2.16 4.80
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1996(a) 1995 1994
------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 2,980 $ 2,479 $ 1,989
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 249 $ 240 $ 223
Other................................... (7) 8 7
----------- ----------- -----------
Total................................. 242 248 230
Interest expense(c)........................ 60 44 33
Income tax expense (benefit)............... 79 91 52
Minority interest.......................... 21 23 --
----------- ----------- -----------
Income (loss) from continuing operations... 82 90 145
Income (loss) from discontinued operations,
net of income tax(d)...................... 564 645 307
Extraordinary loss, net of income tax(e)... (236) -- (5)
Cumulative effect of changes in accounting
principles, net of income tax(f).......... -- -- (39)
----------- ----------- -----------
Net income (loss).......................... 410 735 408
Preferred stock dividends.................. 12 12 60
----------- ----------- -----------
Net income (loss) to common stock.......... $ 398 $ 723 $ 348
=========== =========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 169,609,373 172,764,198 162,307,189
Diluted................................. 170,526,112 173,511,654 162,912,425
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .49 $ .52 $ .90
Discontinued operations(d)............ 3.25 3.67 1.52
Extraordinary loss(e)................. (1.39) -- (.03)
Cumulative effect of changes in
accounting principles(f)............ -- -- (.24)
----------- ----------- -----------
$ 2.35 $ 4.19 $ 2.15
=========== =========== ===========
Diluted:
Continuing operations................. $ .49 $ .52 $ .89
Discontinued operations(d)............ 3.23 3.65 1.52
Extraordinary loss(e)................. (1.38) -- (.03)
Cumulative effect of changes in
accounting principles(f)............ -- -- (.24)
----------- ----------- -----------
$ 2.34 $ 4.17 $ 2.14
=========== =========== ===========
Cash dividends per common share............ $ 1.80 $ 1.60 $ 1.60
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... $ 1,883 $ 1,469 $ 700
Total assets.............................. 4,653 3,635 2,315
Short-term debt(c)........................ 74 109 31
Long-term debt(c)......................... 639 469 303
Debt allocated to discontinued
operations(c)........................... 1,590 1,454 813
Minority interest......................... 304 301 301
Shareowners' equity....................... 2,646 3,148 2,900
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. 253 1,443 450
Net cash used by investing activities..... (685) (1,162) (113)
Net cash provided (used) by financing
activities.............................. 147 (356) (151)
Capital expenditures for continuing
operations.............................. (188) (208) (114)
OTHER DATA:
EBITDA(g)................................. $ 336 $ 331 $ 282
Ratio of earnings to fixed charges(h)..... 2.33 2.62 5.36
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
---------------------------------------
PRO FORMA
1999 1999(a) 1998(a)
----------- ------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA(b):
Net sales and operating revenues from
continuing operations................... $ 1,657 $ 1,657 $ 1,664
=========== =========== ===========
Income from continuing operations before
interest expense, income taxes, and
minority interest --
Automotive.............................. $ 156 $ 156 $ 219
Other................................... (7) (4) (12)
----------- ----------- -----------
Total................................. 149 152 207
Interest expense(c)........................ 80 42 30
Income tax expense (benefit)............... 28 44 55
Minority interest.......................... -- 13 16
----------- ----------- -----------
Income (loss) from continuing operations... 41 53 106
Income (loss) from discontinued operations,
net of income tax(d)...................... NA (111) 106
Extraordinary loss, net of income tax(e)... NA (7) --
Cumulative effect of changes in accounting
principles, net of income tax(f).......... NA (134) --
----------- -----------
Net income (loss).......................... NA (199) 212
Preferred stock dividends.................. NA -- --
----------- -----------
Net income (loss) to common stock.......... NA $ (199) $ 212
=========== ===========
Average number of shares of common stock
outstanding--
Basic................................... 166,937,362 166,937,362 169,341,555
Diluted................................. 167,319,412 167,319,412 169,936,676
Earnings (loss) per average share of common
stock--
Basic:
Continuing operations................. $ .25 $ .32 $ .62
Discontinued operations(d)............ NA (.67) .63
Extraordinary loss(e)................. NA (.04) --
Cumulative effect of changes in
accounting principles(f)............ NA (.80) --
----------- -----------
$ (1.19) $ 1.25
=========== ===========
Diluted:
Continuing operations................. $ .25 $ .32 $ .62
Discontinued operations(d)............ NA (.67) .63
Extraordinary loss(e)................. NA (.04) --
Cumulative effect of changes in
accounting principles(f)............ NA (.80) --
----------- -----------
$ (1.19) $ 1.25
=========== ===========
Cash dividends per common share............ NA $ .60 $ .60
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... -- $ 1,421 $ 1,793
Total assets.............................. 3,192 4,416 4,829
Short-term debt(c)........................ -- 206 168
Long-term debt(c)......................... 1,673 832 747
Debt allocated to discontinued
operations(c)........................... -- 1,861 2,302
Minority interest......................... 17 411 407
Shareowners' equity....................... 659 2,122 2,559
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. NA $ (181) $ 178
Net cash used by investing activities..... NA (976) (314)
Net cash provided (used) by financing
activities.............................. NA 1,170 125
Capital expenditures for continuing
operations.............................. NA (70) (80)
OTHER DATA:
EBITDA(g)................................. $ 220 $ 223 $ 279
Ratio of earnings to fixed charges(h)..... 1.56 2.28 3.82
</TABLE>
(continued on next page)
20
<PAGE> 22
- -------------------------
Note: The Financial Statements of Tenneco Inc. and Consolidated Subsidiaries
referred to in the following notes are included in and incorporated by
reference from the Tenneco Current Report on Form 8-K dated August 20,
1999. They cover the three years ended December 31, 1998 and the six
months ended June 30, 1999 and 1998.
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in Tenneco's Current Report on Form 8-K dated August 20, 1999.
(b) During the periods presented, Tenneco completed numerous acquisitions. The
most significant acquisition was Automotive's acquisition of Clevite for
$328 million in July 1996. See Notes to the Financial Statements of Tenneco
Inc. and Consolidated Subsidiaries for additional information. See also
"Description of Tenneco After the Spin-off/Automotive -- Strategic
Acquisitions and Alliances" included elsewhere in this document.
(c) Debt amounts for 1998, 1997, and 1996, and at June 30, 1999 and 1998, are
net of allocations of corporate debt to the net assets of Tenneco's
discontinued specialty packaging and paperboard packaging segments. Debt
amounts for 1995 and 1994 are net of allocations of corporate debt to the
net assets of Tenneco's discontinued specialty packaging, paperboard
packaging, energy and shipbuilding segments. Interest expense for all
periods is net of interest expense allocated to income from discontinued
operations. These allocations of debt and related interest expense are based
on the ratio of Tenneco's investment in the specialty packaging, paperboard
packaging, energy and shipbuilding segments' respective net assets to
Tenneco's consolidated net assets plus debt. See Notes to the Financial
Statements of Tenneco Inc. and Consolidated Subsidiaries for additional
information. The pro forma debt balances reflect Tenneco's debt after
allocation of a portion of its debt to Packaging in connection with the
spin-off. See "The Spin-off" and "Description of Tenneco After the
Spin-off/Automotive -- Unaudited Pro Forma Consolidated Financial Statements
of Tenneco" included elsewhere in this document.
(d) Discontinued operations reflected in the above periods consist of Tenneco's
(1) specialty packaging segment, which was discontinued in August 1999, (2)
paperboard packaging segment, which was discontinued in June 1999, (3)
energy and shipbuilding segments, which were discontinued in December 1996,
(4) farm and construction equipment segment, which was discontinued in March
1996, and (5) chemicals and brakes operations, which were discontinued
during 1994. See Notes to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for additional information.
(e) Represents Tenneco's costs related to prepayment of debt, including the 1996
loss recognized in the realignment of Tenneco's consolidated debt preceding
its 1996 corporate reorganization and the 1999 loss recognized in connection
with the contribution of the containerboard assets to a new joint venture.
See the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries.
(f) In 1999, Tenneco implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." In addition, effective January 1, 1999, Tenneco changed its
method of accounting for customer acquisition costs from a deferral method
to an expense-as-incurred method. In 1997, Tenneco implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." In 1994, Tenneco adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits." See
the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for additional information regarding changes in accounting
principles.
(g) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the consolidated historical or pro forma statement of
income data. EBITDA should not be considered as an alternative to net income
or operating income as an indicator of the operating performance of Tenneco
or as an alternative to operating cash flows as a measure of liquidity.
Tenneco has reported EBITDA because it believes EBITDA is a measure commonly
reported and widely used by investors and other interested parties as an
indicator of a company's ability to incur and service debt. Tenneco believes
EBITDA assists investors in comparing a company's performance on a
consistent basis without regard to depreciation and amortization, which can
vary significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.
(h) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, preferred
stock dividend requirements of subsidiaries, the portion of rental expense
considered representative of the interest factor, and capitalized interest.
For purposes of computing these ratios, preferred stock dividends are
included in the calculations on a pre-tax basis. The pro forma ratios are
derived from the Unaudited Pro Forma Consolidated Financial Statements of
Tenneco included elsewhere in this document.
21
<PAGE> 23
RECENT DEVELOPMENTS
PACKAGING
Tenneco currently expects that operating income from its Packaging business
for the third quarter of 1999 will be $10 to $15 million below operating income
from this business for the third quarter of 1998. Based on Packaging's forecast
of resin costs, and pricing actions taken, Packaging's management expects the
negative impact on margin from increased resin costs to begin to be offset
sometime in the fourth quarter of 1999. During the third quarter of 1999,
Packaging also incurred increased advertising and promotional expenditures to
meet competitive market initiatives in its consumer business.
Packaging's management is evaluating Packaging's strategy in light of its
competitive position as a new stand-alone public company and, as part of this
evaluation, is analyzing its business operations and assets. This evaluation and
analysis is ongoing and subject to final review and approval. Packaging
currently believes that its evaluation could result in an aggregate pre-tax
charge of up to approximately $220 million, of which approximately 10% could be
cash. Completion of this analysis and final approval of the ultimate plan could
result in some or all of the charge being taken as early as the third quarter of
1999.
AUTOMOTIVE
Tenneco currently expects that operating income from the Automotive
business for the third quarter of 1999 will be $20 to $25 million below
operating income from this business for the third quarter of 1998. Also,
Tenneco's third quarter income from continuing operations is expected to include
additional tax costs of $15 to $20 million related to repatriation of overseas
earnings in connection with the spin-off. This repatriation allows Tenneco to
leverage its overseas operations, creating interest deductions in foreign tax
jurisdictions.
Automotive's management expects that revenues from its North American
original equipment business will continue to improve in the third quarter based
on a strong OE vehicle build, especially in the light truck market. In the North
American aftermarket, revenues are expected to be lower than in the third
quarter of 1998 due primarily to declining exhaust replacement rates. The
favorable impacts of Automotive's earlier restructuring efforts in its North
American aftermarket operations are expected to fully offset the negative impact
on operating income caused by the weakness in aftermarket exhaust sales.
Automotive's European operations are expected to be negatively impacted by
higher costs, primarily relating to a first quarter 1999 change in accounting
for platform start-up costs from a capitalization to an expense basis, changes
in the mix of its OE revenues to lower margin business and softness in ride
control aftermarket sales due primarily to an increase in private label and
non-premium product business. The South American operations continue to be
negatively impacted by the troubled economic conditions in Brazil and Argentina
and currency weakness.
Automotive has initiated an action plan which includes management changes,
brand repositioning and new product offerings. For example, Automotive plans to
introduce a new premium shock absorber product for the aftermarket in November
1999, and plans expanded introductions of Mega-Flow(TM) heavy duty mufflers and
its recreational vehicle shock line. Automotive is also evaluating a
supplemental restructuring plan which could involve the closure of additional
manufacturing and distributions facilities in North America and Europe. If the
plan is approved, it could result in a third or fourth quarter pre-tax charge of
$45 to $55 million, of which approximately 50-60% could be cash.
22
<PAGE> 24
RISK FACTORS
You should carefully consider the following risk factors, in addition to
the other information contained in this document, before deciding to tender
original securities for exchange in the exchange offers. When you evaluate the
forward-looking statements in this document, you should carefully consider the
factors discussed below and the cautionary statements referred to in
"Forward-Looking Statements." Neither Tenneco nor Packaging makes any
representation as to the future value of either the new securities or the
original securities.
RISK FACTORS IF YOU EXCHANGE
RISKS RELATING TO THE NEW SECURITIES
HOLDERS OF PACKAGING'S NEW SECURITIES WILL BE SUBJECT TO RISK BECAUSE
PACKAGING WILL INITIALLY HAVE LESS REVENUES, CASH FLOWS AND ASSETS TO HELP
IT SATISFY ITS DEBT OBLIGATIONS THAN TENNECO CURRENTLY DOES.
Once the spin-off is completed, Packaging will have fewer assets and less
revenues and cash flows than Tenneco, the obligor of the original securities,
currently does. Tenneco is engaged in the automotive, packaging and
administrative services businesses. Packaging, however, will be engaged only in
Tenneco's current packaging and administrative services businesses. The cash
flows and assets of Tenneco's automotive business will not be available to
satisfy Packaging's obligations under its new securities. Tenneco will not
guarantee the new securities, and holders who receive new securities in exchange
for original securities will no longer be creditors of Tenneco. See "The
Spin-off."
PACKAGING CANNOT ASSURE YOU THAT ITS NEW SECURITIES WILL HAVE OR MAINTAIN
INVESTMENT-GRADE RATINGS, AND A REDUCTION IN THE NEW SECURITIES' RATINGS
WOULD ADVERSELY AFFECT THEIR VALUE.
Packaging expects that, based on and subject to discussions with debt
rating agencies, its new securities will have an investment-grade rating.
Packaging has been advised by Moody's Investor Service, Inc. and Standard &
Poor's Corporation that the new securities will have ratings of by
Moody's and by S&P. However, Packaging cannot assure you that the new
securities will actually have or be able to maintain these ratings. The failure
of the new securities to have an investment-grade rating, or a reduction in the
rating of the new securities, would have an adverse effect on their value.
A LIQUID TRADING MARKET FOR PACKAGING'S NEW SECURITIES MAY NOT DEVELOP AND
THE MARKET PRICE OF THE NEW SECURITIES COULD BE ADVERSELY AFFECTED.
There is no established trading market for Packaging's new securities. A
liquid trading market may not develop for the new securities, which would
adversely impact their market price. Packaging does not intend to apply for
listing of the new securities on the NYSE or any other securities exchange, or
for quotation through the National Association of Securities Dealers Automated
Quotation System.
The liquidity of any market and the market price for the new securities
will depend on, among other things: (a) the number of holders of the new
securities; (b) Packaging's performance; (c) the market for similar securities;
and (d) the interest of securities dealers in making a market in the new
securities. Even if a market for the new securities does develop, the new
securities may trade at a discount, depending on the factors described above.
UNDER SPECIFIED CIRCUMSTANCES, YOUR EXCHANGE OF TENNECO'S ORIGINAL
SECURITIES FOR PACKAGING'S NEW SECURITIES WILL BE TAXABLE.
Counsel to Tenneco is of the opinion that your exchange of original
securities for Packaging's new securities should be tax-free for U.S. federal
income tax purposes, except for any accrued interest and except with respect to
cash received in lieu of a fractional interest in new securities. If, however,
the spin-off does not qualify as tax-free for specified reasons, you will
recognize gain or loss as a result of your receipt of Packaging's new securities
in the exchange offers. You will also recognize this gain or loss if either
Tenneco's original securities or Packaging's new securities do not qualify as
"securities" for U.S. federal income tax purposes. In addition, a portion of the
new securities could be treated as a consent
23
<PAGE> 25
payment, resulting in ordinary income to you. See "-- Risk Factors Related to
the Spin-off" for a description of circumstances under which the spin-off may
not qualify as a tax-free distribution. See also "U.S. Federal Income Tax
Consequences."
THERE ARE NO TERMS OF THE NEW SECURITIES THAT WILL PROTECT OR COMPENSATE YOU
IN THE EVENT OF A HIGHLY LEVERAGED OR SIMILAR TRANSACTION INVOLVING
PACKAGING.
There will be no covenants or other provisions in the terms of the new
securities providing for a put or increased interest or that would otherwise
provide you with additional compensation or protection in the event of a
recapitalization transaction, a change of control or a highly leveraged
transaction involving Packaging.
The new securities will, however, provide that Packaging may not merge or
consolidate with any other person or entity, or sell, lease or convey all or
substantially all of its assets to any person or entity, unless it complies with
specified limitations.
RISKS RELATING TO PACKAGING'S BUSINESS
THE CYCLICAL DEMAND FOR PACKAGING PRODUCTS COULD ADVERSELY AFFECT ITS
OPERATING RESULTS BECAUSE LESS DEMAND FOR PACKAGING'S PRODUCTS COULD REDUCE
PACKAGING'S PROFITABILITY.
Demand for Packaging's products is cyclical in nature because it follows
the demand for the goods that are packaged with its products or the demand for
services such as construction. Accordingly, Packaging's demand is subject to
general economic conditions that affect demand in the durable goods, consumer,
building, construction and automotive markets. Growth in the economy generally
stimulates demand for these products or services, while a weakening economy
tends to decrease demand. Consequently, adverse economic conditions could have a
material adverse effect on Packaging's operating results because less demand for
Packaging's products would reduce Packaging's profitability.
VOLATILE RAW MATERIAL PRICES COULD ADVERSELY AFFECT PACKAGING'S OPERATING
RESULTS BECAUSE HIGHER COSTS TO MANUFACTURE ITS PRODUCTS WOULD LIKELY REDUCE
PACKAGING'S PROFITABILITY.
Plastic resins, aluminum rollstock, linerboard and recycled fiber are the
basic raw materials used in the manufacture of most of Packaging's products. The
costs of these materials may be volatile and are a function of, among other
things, the manufacturing capacity for those materials and the costs of their
components. If Packaging fails to obtain price increases for its products in a
timely manner following a raw material cost increase, reduces its product prices
without a corresponding reduction in raw material costs or is unable to
renegotiate favorable raw material supply contracts, Packaging's operating
results could be adversely affected because higher costs to manufacture its
products would likely reduce Packaging's profitability.
PACKAGING CANNOT ASSURE YOU THAT IT WILL SUCCESSFULLY INTEGRATE ACQUIRED
BUSINESSES OR THAT FUTURE ACQUISITIONS WILL NOT ADVERSELY AFFECT ITS
OPERATING RESULTS AND FINANCIAL CONDITION.
Packaging's growth strategy contemplates further acquisitions of specialty
packaging and consumer products businesses, as well as related businesses.
Pursuing an acquisition strategy could adversely affect Packaging's operating
results and financial condition because of:
- unanticipated liabilities;
- the diversion of management attention;
- increased goodwill amortization;
- higher interest costs; and
- dependence on retaining or hiring and training key personnel and
integrating the acquired business.
See "Description of Packaging -- Growth Strategy."
24
<PAGE> 26
IF PACKAGING DOES NOT ADAPT TO TECHNOLOGICAL ADVANCES IN ITS INDUSTRY AS
QUICKLY AS ITS COMPETITORS, ITS OPERATING RESULTS AND FINANCIAL CONDITION
COULD BE ADVERSELY AFFECTED BY HIGHER OVERHEAD AND MANUFACTURING COSTS AND
REDUCED APPEAL OF ITS PRODUCTS.
Packaging competes in markets and industries that require sophisticated
manufacturing systems and other advanced technology to deliver state-of-the-art
specialty packaging solutions. These systems and technologies will have to be
refined and updated as the underlying technologies advance. Packaging cannot
assure you that, as systems and technologies become outdated, Packaging will be
able to replace them, to replace them as quickly as its competitors or to
develop and market new and better products in the future. Higher overhead and
manufacturing costs due to a failure to update and improve processes could limit
Packaging's ability to compete favorably as to price. In addition, Packaging's
failure to make technological advances could adversely affect its ability to
provide attractive packaging solutions for customers.
IF NOT FULLY RESOLVED, THE YEAR 2000 ISSUE COULD ADVERSELY AFFECT
PACKAGING'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use two-digit date fields.
Consequently, these systems, hardware and equipment will not be able to
recognize dates properly beyond the year 1999. If Packaging is unable to
complete on a timely and cost-efficient basis the remediation or replacement of
critical systems or equipment not yet in compliance, or develop alternative
procedures, or if Packaging's major suppliers, financial institutions or others
with whom it conducts business are unsuccessful in implementing timely
solutions, Year 2000 issues could have a material adverse effect on Packaging's
financial condition and its results of operations. This adverse effect could
result from interruptions in Packaging's ability to manufacture its products,
process and ship orders and bill and collect accounts receivable. For more
information, see "Description of Packaging -- Management's Discussion and
Analysis of Financial Condition and Results of Operations."
PACKAGING CANNOT ASSURE YOU THAT IT WILL BE ABLE TO SUCCESSFULLY TRANSITION
TO AN INDEPENDENT PUBLIC COMPANY.
After the spin-off, Packaging's major operations will consist of Tenneco's
packaging business. Packaging has never operated as a stand-alone company and
historically has been able to rely, to some degree, on the earnings, assets and
cash flow of Tenneco's other businesses for capital requirements and certain
administrative services. Accordingly, Packaging's pro forma combined financial
statements included in this document may not necessarily reflect the results of
operations and financial condition that would have been achieved, if Packaging
had operated independently during the periods presented.
PACKAGING IS SUBJECT TO RISKS RELATED TO ITS INTERNATIONAL OPERATIONS.
Packaging has manufacturing and distribution facilities in many countries,
principally in North America and Europe. For 1998, about 21% of Packaging's
revenues were derived from its international operations. International
operations are subject to various risks which could have a material adverse
effect on those operations or Packaging's as a whole, including:
- exposure to local economic conditions;
- exposure to local political conditions, including the risk of seizure of
assets by a foreign government;
- currency exchange rate fluctuations;
- controls on the repatriation of cash; and
- export and import restrictions.
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RISK FACTORS IF YOU DO NOT EXCHANGE
RISKS RELATING TO THE ORIGINAL SECURITIES THAT REMAIN OUTSTANDING
WHEN THE SPIN-OFF IS COMPLETED, ANY OF TENNECO'S ORIGINAL SECURITIES NOT
EXCHANGED WILL BE UNSECURED AND EFFECTIVELY RANK BEHIND NEW AUTOMOTIVE
SECURED BORROWINGS, WHICH COULD LIMIT THEIR COLLECTIBILITY IN THE EVENT OF
BANKRUPTCY.
Tenneco expects that the new borrowings to be made by Automotive in
connection with the spin-off will be secured by all or a substantial amount of
Automotive's assets, including by stock pledges and/or guarantees of various
Automotive subsidiaries. The original securities that remain outstanding after
the exchange offers and spin-off are not and will not be supported by similar
security. Because this security will allow the lenders to enforce their rights
directly against the subsidiaries or by taking control of Automotive's assets,
original securities that remain outstanding after the exchange offers will be
structurally subordinated to the rights of the lenders for Automotive's new
borrowings. In other words, the original securities will rank behind these
borrowings as to payment. This could limit their collectibility in the event of
bankruptcy.
TENNECO EXPECTS THAT THE ORIGINAL SECURITIES WILL NOT MAINTAIN
INVESTMENT-GRADE RATINGS AFTER THE EXCHANGE OFFERS AND SPIN-OFF, AND THAT
THEIR VALUE COULD BE ADVERSELY AFFECTED.
Tenneco expects that the ratings of the original securities that which
remain outstanding after the exchange offers and spin-off will be lower than the
current ratings of the original securities and will not be investment-grade. Any
reduction in the rating of these securities could adversely affect their value.
TENNECO EXPECTS THAT A LIMITED TRADING MARKET FOR THE ORIGINAL SECURITIES
WILL EXIST AFTER THE EXCHANGE OFFERS AND THAT THE VALUE OF THESE SECURITIES
COULD BE ADVERSELY AFFECTED.
Tenneco expects that a limited trading market will exist for the original
securities that remain outstanding after the exchange offers. A limited trading
market could adversely affect the liquidity, market value and price volatility
of these securities. Tenneco expects the market for these securities to become
more limited because there will be fewer holders and a smaller outstanding
principal amount available for trading. In addition, some of the original
securities are listed on the NYSE. Under current NYSE rules, debt securities may
be delisted if the aggregate market value or principal amount of publicly held
debt securities is less than $1 million. Tenneco plans to apply for delisting of
any original securities that remain outstanding after the exchange offers. These
factors could further reduce the trading market for these securities.
WHEN THE SPIN-OFF IS COMPLETED, YOUR CREDIT RISK COULD INCREASE IF YOU DO
NOT TENDER BECAUSE AUTOMOTIVE WILL HAVE A SUBSTANTIAL AMOUNT OF DEBT. THIS
DEBT COULD ADVERSELY AFFECT AUTOMOTIVE'S OPERATING FLEXIBILITY AND PUT IT AT
A COMPETITIVE DISADVANTAGE.
When the spin-off is completed, Tenneco -- in other words,
Automotive -- will have a substantial amount of debt. Tenneco expects that
Automotive would have had indebtedness for money borrowed of $1.7 billion at
June 30, 1999 if the spin-off had occurred on that date. See "Description of
Tenneco After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated
Financial Statements of Tenneco."
Automotive's substantial debt after the spin-off could have adverse
consequences for Automotive and increase your credit risk if you do not tender
in the exchange offers. These consequences may include:
- making it more difficult for Automotive to satisfy its obligations under
the original securities;
- making it more difficult for Automotive to obtain additional financing
for working capital, capital expenditures, acquisitions or general
corporate purposes;
- requiring a substantial portion of Automotive's cash flow to be dedicated
to debt service payments instead of other purposes;
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- increasing Automotive's vulnerability to general adverse economic and
industry conditions;
- limiting Automotive's financial flexibility in planning for and reacting
to changes in the industry in which it competes;
- placing Automotive at a disadvantage as compared to less leveraged
competitors; and
- limiting Automotive's ability to borrow additional funds and increasing
the cost of borrowing.
After the spin-off, Automotive's ability to pay principal and interest on
the original securities and satisfy its other debt service obligations will
depend on its future operating performance. If Automotive is unable to generate
sufficient cash flow or make future borrowings, it may be unable to service its
debt or to fund its other liquidity needs.
AUTOMOTIVE'S OPERATIONS AFTER THE SPIN-OFF MAY BE SUBSTANTIALLY RESTRICTED
BY THE TERMS OF ITS DEBT, WHICH COULD ADVERSELY AFFECT AUTOMOTIVE AND
INCREASE YOUR CREDIT RISK IF YOU DO NOT TENDER IN THE EXCHANGE OFFERS.
Tenneco expects that the agreements governing the new borrowings that
Automotive will be making in connection with the spin-off will include a number
of significant financial and other restrictive covenants. These covenants could
adversely affect Automotive, and adversely affect holders of original securities
remaining after the exchange offers, by limiting Automotive's ability to plan
for or react to market conditions or to meet its capital needs. Tenneco expects
that these covenants will, among other things, restrict Automotive's ability to:
- - dispose of assets;
- - incur liens, guarantees or additional debt;
- - engage in sale-leaseback transactions;
- - pay dividends or make distributions;
- - enter into investments or acquisitions;
- - engage in transactions with affiliates;
- - repurchase or redeem capital stock; and
- - engage in mergers or consolidations.
IF YOU DO NOT TENDER, THE PROPOSED AMENDMENTS COULD INCREASE YOUR CREDIT
RISK BY ELIMINATING OPERATING RESTRICTIONS CONTAINED IN THE ORIGINAL
INDENTURE.
Original securities not purchased in the exchange offers will remain
outstanding after the spin-off as obligations of Tenneco -- in other words,
Automotive. If the required consents are received and the proposed amendments
take effect, the original indenture will be amended to eliminate the
restrictions on Automotive's operations. Any actions that Automotive may take as
a result of these amendments could increase your credit risk or otherwise
adversely affect your interests if you do not tender. This is because the
original indenture, as amended, will continue to govern the terms of all of the
original securities that remain outstanding after the exchange offers.
For example, the proposed amendments will permit the spin-off of Packaging
without compliance with a covenant that might, if held to apply to the spin-off,
require Packaging to become the obligor of Tenneco's original securities.
Tenneco and Packaging believe the application of this covenant is uncertain in
these circumstances. The proposed amendments will also allow Automotive to make
new borrowings in connection with the spin-off that are secured by Automotive's
assets. For a description of the proposed amendments, see "The Proposed
Amendments."
AUTOMOTIVE MAY BE ADVERSELY AFFECTED IF IT IS UNABLE TO COMPLY WITH
FINANCIAL COVENANTS IN ITS NEW FINANCING ARRANGEMENTS BECAUSE IT COULD BE
REQUIRED TO REPAY BORROWINGS EARLY.
Tenneco expects that some of the new borrowings Automotive will be making
in connection with the spin-off will require it to comply with many specified
financial ratios. Automotive's failure to comply with these financial ratios
could result in an event of default which, if not cured or waived, could result
in Automotive being required to repay these borrowings before their due date. If
Automotive were unable to make this repayment or otherwise refinance these
borrowings, the lenders could foreclose on Automotive's
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assets. If Automotive were able to refinance these borrowings on less
favorable terms, Automotive's results of operations and financial condition
could be adversely impacted by increased costs and rates.
DESPITE ITS DEBT LEVELS AFTER THE SPIN-OFF, AUTOMOTIVE MAY STILL BE ABLE TO
INCUR SIGNIFICANTLY MORE DEBT.
Despite the restrictions and limitations described above, Automotive may be
able to incur significant additional indebtedness after the spin-off. The new
credit facility Automotive will enter into in connection with the spin-off is
expected to permit additional borrowings of approximately $ million after
the spin-off, and the indenture governing the subordinated debt Automotive will
issue in connection with the spin-off will also permit Automotive to incur
additional indebtedness in specified circumstances. If new debt is added to
Automotive's debt levels after the spin-off, the related risks that Automotive
faces could increase.
AFTER THE SPIN-OFF, AUTOMOTIVE WILL INITIALLY HAVE LOWER REVENUES, CASH FLOW
AND ASSETS TO HELP IT SATISFY ITS DEBT OBLIGATIONS THAN TENNECO CURRENTLY
DOES.
Upon the spin-off, Automotive will have fewer assets and less revenues than
Tenneco currently does. Tenneco, the obligor under the original securities,
currently has an automotive and packaging business and administrative services
operations. When the spin-off is completed, however, Automotive will be engaged
only in Tenneco's current automotive business. The cash flow and assets of
Tenneco's packaging business and administrative services operations will not be
available to satisfy obligations under the original securities that remain
outstanding. See "The Spin-off."
RISKS RELATING TO AUTOMOTIVE'S BUSINESS
CONSOLIDATION AMONG THE CUSTOMERS AND SUPPLIERS OF AUTOMOTIVE PARTS COULD
MAKE IT MORE DIFFICULT FOR AUTOMOTIVE TO COMPETE FAVORABLY.
Automotive's financial condition and results of operations could be
adversely affected because the customer base for automotive parts is
consolidating in both the original equipment market and aftermarket. As a
result, Automotive is competing for business from fewer customers. Due to the
cost focus of these major customers, Automotive has been, and expects to
continue to be, required to reduce prices. Automotive cannot be certain that it
will be able to generate cost savings and operational improvements in the future
that are sufficient to offset price reductions required by existing customers
and necessary to win additional business.
Furthermore, the trend towards consolidation among automotive parts
suppliers is resulting in fewer, larger suppliers who benefit from purchasing
and distribution economies of scale. If Automotive cannot achieve cost savings
and operational improvements sufficient to allow it to compete favorably in the
future with these larger companies, its financial condition and results of
operations could be adversely affected due to a reduction of, or inability to
increase, sales. See "Description of Tenneco After the Spin-off/
Automotive -- Industry Trends."
AUTOMOTIVE IS DEPENDENT ON ITS LARGE CUSTOMERS FOR FUTURE REVENUES.
Automotive depends on major vehicle manufacturers for a substantial portion
of its sales. For example, during 1998 Ford and DaimlerChrysler accounted for
12.8% and 10.9% of Automotive's total sales, respectively. Although Automotive
believes that it generally enjoys good relations with its vehicle manufacturer
customers, loss of all or a substantial portion of Automotive's sales to any of
its large volume customers could have a material adverse effect on Automotive's
financial condition and results of operations by reducing cash flows and
Automotive's ability to spread costs over a larger revenue base. Automotive may
make fewer sales to these customers for a variety of reasons, including: (a)
loss of awarded business; (b) reduced or delayed customer requirements; or (c)
strikes or other work stoppages affecting production by the customers. See
"Description of Tenneco After the Spin-off/Automotive -- Analysis of
Automotive's Revenues."
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AUTOMOTIVE MAY NOT BE ABLE TO SUCCESSFULLY RESPOND TO THE CHANGING
DISTRIBUTION CHANNELS FOR AFTERMARKET PRODUCTS.
Major automotive aftermarket retailers, such as AutoZone and Advance Auto
Parts, are attempting to increase their commercial sales by selling directly to
automotive parts installers in addition to individual consumers. These
installers have historically purchased from their local warehouse distributors
and jobbers, who are Automotive's more traditional customers. Tenneco cannot
assure you that Automotive will be able to maintain or increase aftermarket
sales through increasing its sales to retailers. Furthermore, because of the
cost focus of major retailers, Automotive has been, and expects to continue to
be, required to offer price concessions. Automotive's failure to maintain or
increase aftermarket sales, or to offset the impact of any reduced sales or
pricing through cost improvements, could have an adverse impact on its business
and operating results.
AUTOMOTIVE MAY BE UNABLE TO COMPETE FAVORABLY IN THE HIGHLY COMPETITIVE
AUTOMOTIVE PARTS INDUSTRY.
The automotive parts industry is highly competitive. Although the overall
number of competitors has decreased due to ongoing industry consolidation,
Automotive faces significant competition within each of its major product areas.
The principal competitive factors are price, quality, service, product
performance, design and engineering capabilities, new product innovation and
timely delivery. For more information about the automotive parts industry, see
"Description of Tenneco After the Spin-off/Automotive -- Overview of Automotive
Parts Industry." Tenneco cannot assure you that Automotive will be able to
continue to compete favorably in this competitive market or that increased
competition will not have a material adverse effect on Automotive's business by
reducing Automotive's ability to increase or maintain sales or profit margins.
AUTOMOTIVE MAY BE UNABLE TO REALIZE ITS BUSINESS STRATEGY OF IMPROVING
OPERATING PERFORMANCE.
Automotive has either implemented or plans to implement several important
strategic initiatives designed to improve its operating performance. The failure
to achieve the goals of these initiatives could have a material adverse effect
on Automotive's business, particularly since Automotive relies on these
initiatives to offset pricing pressures from its customers, as described above.
Tenneco cannot assure you that Automotive will be able to successfully implement
or realize the expected benefits of any of these initiatives or that Automotive
will be able to sustain improvements made to date. See "Description of Tenneco
After the Spin-off/Automotive -- Business Strategy."
AUTOMOTIVE IS SUBJECT TO RISKS RELATED TO ITS INTERNATIONAL OPERATIONS.
Automotive has manufacturing and distribution facilities in many countries,
principally in North America, Europe and Latin America, and sells its products
worldwide. For 1998, about 53% of Automotive's revenues were derived from its
international operations. International operations are subject to various risks
which could have a material adverse effect on those operations or Automotive's
business as a whole, including:
- exposure to local economic conditions;
- exposure to local political conditions, including the risk of seizure of
assets by foreign government;
- currency exchange rate fluctuations;
- controls on the repatriation of cash; and
- export and import restrictions.
EXCHANGE RATE FLUCTUATIONS COULD CAUSE A DECLINE IN AUTOMOTIVE'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
As a result of its international operations, Automotive generates a
significant portion of its revenues and incurs a significant portion of its
expenses in currencies other than the U.S. dollar. To the extent Automotive is
unable to match revenues received in foreign currencies with costs paid in the
same
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currency, exchange rate fluctuations in that currency could have a material
adverse effect on Automotive's business. For example, where Automotive has
significantly more costs than revenues generated in a foreign currency, it is
subject to risk if that foreign currency appreciates against the U.S. dollar
because this appreciation effectively increases its costs in that country.
Automotive generally seeks to mitigate the effect of exchange rate fluctuations
through the use of foreign currency borrowings and derivative financial
instruments, but cannot assure you that it will be successful in these efforts.
The financial condition and results of operations of some of Automotive's
operating entities are reported in foreign currencies and then translated into
U.S. dollars at the applicable exchange rate for inclusion in Automotive's
consolidated financial statements. As a result, appreciation of the U.S. dollar
against these foreign currencies will have a negative impact on Automotive's
reported revenues and operating profit while depreciation of the U.S. dollar
against these foreign currencies will have a positive effect on reported
revenues and operating profit. Automotive does not generally seek to mitigate
this translation effect through the use of derivative financial instruments. For
more information about the impact of exchange rate fluctuations on Tenneco and
Automotive, see "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" of Tenneco included in Tenneco's Current Report on
Form 8-K dated August 20, 1999, which is incorporated by reference in this
document.
THE CYCLICALITY OF AUTOMOTIVE PRODUCTION AND SALES COULD CAUSE A DECLINE IN
AUTOMOTIVE'S FINANCIAL CONDITION AND RESULTS.
A decline in automotive sales and production would likely cause a decline
in Automotive's sales to vehicle manufacturers, and could result in a decline in
Automotive's results of operations and financial condition. The automotive
industry has been characterized historically by periodic fluctuations in overall
demand for vehicles due to, among other things, changes in general economic
conditions and consumer preferences. These fluctuations generally result in
corresponding fluctuations in demand for Automotive's products. The highly
cyclical nature of the automotive industry presents a risk that is outside
Automotive's control and that cannot be accurately predicted.
LONGER PRODUCT LIVES OF AUTOMOTIVE PARTS ARE ADVERSELY AFFECTING AFTERMARKET
DEMAND FOR SOME OF AUTOMOTIVE'S PRODUCTS.
The average useful life of automotive parts has been steadily increasing in
recent years due to innovations in products and technologies. The longer product
lives allow vehicle owners to replace parts of their vehicles less often. As a
result, a portion of sales in the aftermarket has been displaced. Additional
increases in the average useful lives of automotive parts are likely to
adversely affect the demand for Automotive's aftermarket products. Aftermarket
sales represented approximately 39% of Automotive's revenues for 1998. See
"Description of Tenneco After the Spin-off/Automotive -- Industry Trends."
THE HOURLY WORKFORCE IN THE AUTOMOTIVE INDUSTRY IS HIGHLY UNIONIZED AND
AUTOMOTIVE'S BUSINESS COULD BE ADVERSELY AFFECTED BY LABOR DISRUPTIONS.
Substantially all of the hourly employees of North American vehicle
manufacturers are represented by the United Automobile, Aerospace and
Agricultural Implement Workers of America under collective bargaining
agreements. In addition, vehicle manufacturers and their employees in other
countries are also subject to labor agreements. A work stoppage or strike at the
production facilities of a significant customer, at Automotive's facilities or
at a significant supplier could have an adverse impact on Automotive by
disrupting demand for Automotive's products and/or Automotive's ability to
manufacture its products. The contracts between the UAW and each of the primary
U.S. vehicle manufacturers expire later this year, and Tenneco cannot assure you
that work stoppages or strikes will not occur as part of the new contract
negotiations.
AUTOMOTIVE MAY INCUR MATERIAL PRODUCT WARRANTY COSTS.
Vehicle manufacturers are increasingly requiring their outside suppliers to
guarantee or warrant their products and to bear the costs of repair and
replacement of these products under new vehicle warranties.
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Because this is a trend in the industry and Automotive has only limited
experience in this regard, Automotive cannot assure you that costs associated
with providing product warranties will not be material.
TENNECO CANNOT ASSURE YOU THAT AUTOMOTIVE WILL BE ABLE TO SUCCESSFULLY
TRANSITION TO AN INDEPENDENT PUBLIC COMPANY.
Upon completion of the spin-off, Tenneco's major operations will consist
solely of Automotive. Automotive has never operated as a stand-alone company and
has historically been able to rely, to some degree, on the earnings, assets and
cash flow of Packaging's business for capital requirements and some
administrative services. Accordingly, the pro forma consolidated financial
statements for Tenneco included in this document may not necessarily reflect the
results of operations and financial condition that would have been achieved if
Automotive had operated independently during the periods presented.
IF NOT FULLY RESOLVED, THE YEAR 2000 ISSUE COULD ADVERSELY AFFECT
AUTOMOTIVE'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use two-digit date fields.
Consequently, these systems, hardware and equipment will not be able to
recognize dates properly beyond the year 1999. If Automotive is unable to
complete on a timely and cost-efficient basis the remediation or replacement of
critical systems or equipment not yet in compliance, or develop alternative
procedures, or if Automotive's major suppliers, financial institutions or others
with whom it conducts business are unsuccessful in implementing timely
solutions, Year 2000 issues could have a material adverse effect on Automotive's
financial condition and results of operations. This adverse effect could result
from interruptions in Automotive's ability to manufacture its products, process
and ship orders, and properly bill and collect accounts receivable. For more
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Tenneco's Current Report in Form 8-K dated August
20, 1999.
RISK FACTORS RELATING TO THE SPIN-OFF
IF THE SPIN-OFF DOES NOT QUALIFY AS TAX-FREE, AUTOMOTIVE AND PACKAGING COULD
BE ADVERSELY AFFECTED BY THE RESULTING CORPORATE TAX LIABILITY.
If the spin-off does not qualify as a tax-free distribution for U.S.
federal income tax purposes, then, in general, a very substantial corporate tax
would be payable by the consolidated tax group of which Tenneco is the common
parent. Each member of Tenneco's consolidated group, including Packaging, would
be severally liable for that tax. Packaging and Automotive will enter into a tax
sharing agreement in connection with the spin-off regarding the allocation and,
in some circumstances, sharing of that potential tax liability between them. See
"The Spin-off -- Relationship Between Automotive and Packaging After the
Spin-off." If the spin-off did not qualify as a tax-free distribution, the
resulting tax liability would have a material adverse effect on the financial
condition and, as such, business of Packaging and/or Automotive.
Tenneco has received a letter ruling from the Internal Revenue Service to
the effect that, among other things, the spin-off will qualify as a tax-free
distribution and accordingly will not be taxable to Tenneco or its stockholders.
The ruling is based upon various factual representations and assumptions.
Tenneco and Packaging are not aware of any facts or circumstances that would
cause the representations and assumptions to be untrue or incomplete in a
material respect. If, however, any of those factual representations and
assumptions were untrue or incomplete in a material respect, or the facts upon
which that ruling is based are materially different from the facts at the time
of the spin-off, the spin-off could become taxable to Tenneco or its
stockholders. If the spin-off does not qualify as tax-free for these reasons,
your exchange of original securities for new securities would become taxable for
U.S. federal income tax purposes. See "-- Risk Factors if You Exchange."
Furthermore, if the spin-off otherwise qualifies as a tax-free distribution
but there is a change in control of Packaging or Automotive that is considered
part of a plan or a series of transactions related to the spin-off,
Tenneco -- which after the spin-off will be Automotive -- would incur a very
substantial tax liability on the distribution of Packaging common stock to its
stockholders. Packaging would be responsible
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for this resulting tax liability in the case of a Packaging change of control,
and Automotive would be responsible for this resulting tax liability in the case
of an Automotive change of control. In these circumstances, however,
securityholders of Automotive and Packaging would not recognize gain or loss as
a result of the spin-off. See "U.S. Federal Income Tax Consequences."
PACKAGING AND AUTOMOTIVE COULD BE ADVERSELY AFFECTED IF THE SPIN-OFF, THE
CORPORATE RESTRUCTURING TRANSACTIONS OR THE DEBT REALIGNMENT ARE NOT VALID
UNDER FRAUDULENT TRANSFER OR LEGAL DIVIDEND STATUTES.
In connection with the spin-off, Tenneco will undertake numerous corporate
restructuring transactions and realign its debt, which, along with the spin-off,
are subject to federal and state fraudulent conveyance laws. Under these laws,
if a court determines that one of the parties to these transactions did not
receive fair consideration and, at the time, was insolvent, had unreasonably
small capital or was unable to pay its debts as they came due, the court could
reverse the transactions or the spin-off or impose liability on the parties. The
resulting complications and costs could have a material adverse effect on
Packaging and Automotive.
In addition, the corporate restructuring transactions, debt realignment and
spin-off are subject to state corporate distribution statutes. For example,
under Delaware law, a corporation may only pay dividends to its stockholders
either: (1) out of its surplus, calculated as net assets minus capital; or (2)
if there is no surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year, subject to some
restrictions. Although all distributions are intended to be made entirely from
surplus, Tenneco and Packaging cannot assure you that a court will not later
determine that the spin-off, one or more of the corporate restructuring
transactions or the debt realignment was unlawful under state corporate law.
This could allow the court to reverse the transactions. The resulting
complications and costs could have a material adverse effect on Packaging and
Automotive.
Before the spin-off, Tenneco expects to obtain an opinion from a
third-party financial advisor. This opinion will confirm that Packaging and
Automotive will be solvent after giving effect to the spin-off and that the
spin-off is permissible under Delaware corporate law. Tenneco and Packaging
cannot assure you, however, that a court would find the financial advisor's
opinion to be binding on creditors of Automotive or Packaging or would reach the
same conclusions provided in the opinion.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements. The words "will," "may,"
"designed to," "outlook," "believes," "should be," "anticipates," "plans,"
"expects," "intends" and "estimates," and similar expressions, identify these
forward-looking statements. These forward-looking statements are contained
principally under the headings "Summary," "Risk Factors," "Description of
Packaging" and "Description of Tenneco After the Spin-off/Automotive." Although
Tenneco and Packaging believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, these
expectations may not prove to be correct. Because these forward-looking
statements are also subject to risks and uncertainties, actual results may
differ materially from the expectations expressed in the forward-looking
statements. Important factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking statements
include those described in "Risk Factors," as well as:
- general economic, business and market conditions;
- operating hazards associated with the Packaging or Automotive business;
- labor disruptions at Packaging, Automotive or with any of their
significant customers or suppliers;
- customer acceptance of new products;
- capital availability or costs, including changes in interest rates or
market perceptions of Packaging or Automotive;
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- changes by the Financial Accounting Standards Board or the Securities and
Exchange Commission of authoritative generally accepted accounting
principles or policies;
- the impact of laws and regulations, including environmental laws and
regulations; and
- the occurrence or non-occurrence of circumstances beyond the control of
Tenneco or Packaging.
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WHERE YOU CAN FIND MORE INFORMATION
Packaging has filed with the Securities and Exchange Commission (the
"Commission" or "SEC") a registration statement under the Securities Act of 1933
covering the offering of the new securities. Packaging has also filed with the
Commission a registration statement under the Securities Exchange Act of 1934
(the "Exchange Act") covering its common stock (which will be distributed to
Tenneco stockholders in the spin-off). This document does not contain all of the
information included in these registration statements and their associated
exhibits and schedules. For more information about Packaging and the new
securities, you should read these registration statements and their associated
exhibits and schedules. This document summarizes provisions of contracts and
other documents that it refers you to. If Packaging has filed any contract or
other document as an exhibit to the registration statement covering the new
securities, you should read the exhibit for a more complete understanding of the
contract or document involved. Each statement in this document summarizing the
provisions of a contract or other document is qualified in all respects by
reference to the actual document.
Tenneco files annual, quarterly and other reports, proxy statements and
other information with the SEC. Following the spin-off, Packaging also will file
periodic reports, proxy statements and other information with the SEC.
You may read and copy Tenneco's and Packaging's filings with the SEC at the
public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at 7 World
Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. You may also obtain copies of those
filings at prescribed rates by (a) calling the SEC at 1-800-SEC-0330, or (b)
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also access the filings electronically on the
SEC's website at (http://www.sec.gov). Because Tenneco's common stock is listed
on the New York, Chicago and Pacific Stock Exchanges, you may review reports and
other information concerning Tenneco at these exchanges. Application will be
made to list Packaging's common stock on the NYSE, and you may review reports
and other information concerning Packaging at the NYSE, 20 Broad Street, New
York, New York 10005.
In addition, Tenneco maintains a website where you can find information
about Tenneco, Packaging and Automotive at http://www.tenneco.com.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows "incorporation by reference" of information filed with the
SEC into this document. This means that Tenneco and Packaging can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered part of this prospectus,
except that information filed in later-dated documents will automatically update
and supersede the information contained in earlier-dated documents.
The following documents filed with the Commission by Tenneco (File No.
1-12387) or Packaging (File No. 1-15157), as applicable, are incorporated by
reference into this document and shall be deemed to be a part hereof:
(a) Tenneco's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) Tenneco's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999 and Quarterly Report on Form 10, for the
fiscal quarter ended June 30, 1999, as amended;
(c) Tenneco's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on May 11, 1999;
(d) Tenneco's Current Report on Form 8-K dated April 12, 1999;
(e) Tenneco's Current Report on Form 8-K dated July 14, 1999;
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<PAGE> 36
(f) Tenneco's Current Report on Form 8-K dated August 20, 1999, which
includes financial and other information that supersedes the
comparable information in Tenneco's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, Tenneco's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1999
and June 30, 1999 and Tenneco's Current Report on Form 8-K dated
July 14, 1999; and
(g) All documents subsequently filed by Tenneco or Packaging pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this document and prior to the termination of the offering
of the new securities.
Notwithstanding any disclosure to the contrary in documents incorporated by
reference, no safe harbor protection under Section 27A of the Securities Act of
1933 or Section 21E of the Securities Exchange Act of 1934 extends to
forward-looking statements that appear in this document directly or by
incorporation.
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<PAGE> 37
THE EXCHANGE OFFERS AND CONSENT SOLICITATION
Tenneco is offering to exchange Packaging's new securities for any and all
of Tenneco's original securities that are validly tendered before the applicable
expiration time and not withdrawn. The terms and conditions of these exchange
offers are described in this document and in the accompanying letter of
consent/transmittal. Concurrently with the exchange offers, Tenneco is
soliciting consents from the holders of the original securities to the proposed
amendments to the original indenture. Tenneco will accept tenders of original
securities only in principal amounts of $1,000 or integral multiples of $1,000.
If you hold original securities, you may participate in the exchange offers
by following the procedures described in this document. If you tender original
securities, you will be required, as a condition to a valid tender, to consent
to the proposed amendments with respect to the original securities you tendered.
Your proper tender of original securities will constitute your automatic consent
to the proposed amendments and to the execution of a supplement to the original
indenture to effect the proposed amendments. See "-- The Consent Solicitation."
TERMS OF THE EXCHANGE OFFERS
Subject to the terms and conditions described in this document and in the
accompanying letter of consent/transmittal, for each $1,000 principal amount of
original securities validly tendered and accepted for exchange, Tenneco is
offering (1) $1,000 principal amount of the corresponding new securities if for
holders who validly tender their original securities before the consent
solicitation expires, as shown in the applicable column of the table below, or
(2) [$ ] principal amount of the corresponding new securities for holders who
validly tender their original securities after the consent solicitation expires
but before the applicable exchange offer expires, as shown in the applicable
column of the table below. Tenneco will, however, only issue new securities with
principal amounts of $1,000 or integral multiples of $1,000. Tenneco will: (1)
aggregate the new securities to which a tendering registered holder would
otherwise be entitled; (2) round this amount down to the nearest $1,000 and
issue new securities to that holder in the rounded amount; and (3) compensate
that holder for this rounding by paying cash in an amount equal to the principal
amount of the fractional new security.
<TABLE>
<CAPTION>
TENDERING HOLDERS WILL RECEIVE
THE FOLLOWING PRINCIPAL AMOUNT
OF PACKAGING'S NEW SECURITIES:
FOR EACH: ---------------------------------------------
----------------------- IF THE VALID TENDER IF THE VALID TENDER
AGGREGATE $1,000 PRINCIPAL IS MADE IS MADE
CUSIP PRINCIPAL AMOUNT OF TENNECO'S BEFORE THE CONSENT AFTER THE CONSENT
NO.* AMOUNT ORIGINAL SECURITIES SOLICITATION EXPIRES SOLICITATION EXPIRES**
- ----- --------- ------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
</TABLE>
[to be provided by amendment]
- ---------------
* The terms of the exchange offers shall not be affected by any defect in or
omission of CUSIP numbers.
** The valid tender must be received before the applicable exchange offer
expires.
In each case, Tenneco will pay accrued but unpaid interest on the original
securities exchanged in the exchange offers through the date Tenneco accepts
them for exchange. In general, this payment will be made to the holder who
tendered the original securities. If, however, Tenneco accepts for exchange any
series of original securities on or before an interest payment date for that
series but after the record date for that interest payment date, Tenneco will
pay the accrued but unpaid interest to the holder of those original securities
as of that record date (if different from the holder who tenders).
Interest will cease to accrue on original securities exchanged in the
exchange offers from and after the date Tenneco accepts them. Interest on the
new securities will accrue at the applicable rate from and including their
issuance date.
Tenneco reserves the right, in its sole discretion, to purchase or make
offers to purchase any original securities that remain outstanding after the
exchange offers on terms that could differ from the terms of
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<PAGE> 38
the exchange offers. Tenneco will not make any purchase or offer except in
accordance with applicable law.
After the exchange offers, Tenneco will extinguish the original securities
accepted by it for exchange.
THE CONSENT SOLICITATION
As part of the exchange offers, Tenneco is soliciting consents to proposed
amendments to the original indenture under which Tenneco issued the original
securities. Tenneco is making the consent solicitation on the terms and subject
to the conditions described in this document. See "The Proposed Amendments."
YOUR VALID TENDER OF ORIGINAL SECURITIES BEFORE THE EARLY EXCHANGE TIME
WILL CONSTITUTE AN AUTOMATIC CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO
THOSE ORIGINAL SECURITIES. YOU MAY NOT DELIVER CONSENTS WITHOUT TENDERING YOUR
ORIGINAL SECURITIES AND YOU MAY NOT REVOKE CONSENTS WITHOUT WITHDRAWING THE
RELATED ORIGINAL SECURITIES FROM THE EXCHANGE OFFERS. SEE "-- WITHDRAWAL
RIGHTS."
To amend the original indenture, Tenneco must receive consents from the
registered holders of at least a majority in aggregate principal amount of all
series of outstanding securities issued under the original indenture, excluding
securities held at the time by Tenneco or its affiliates, voting as a single
class. The aggregate principal amount of securities outstanding under the
original indenture is $2,459,848,000, which comprises $ of original
securities that are subject to the exchange offers and $ of other debt
securities that are subject to Tenneco's concurrent cash tender offers. Tenneco
is making the cash tender offers by means of a separate offer to purchase and
consent solicitation document. To participate in the cash tender offers, holders
will be required to consent to the proposed amendments. Tenneco will make no
separate payments for consents received in the consent solicitation.
If the proposed amendments to the original indenture become effective, they
will bind all original securities that remain outstanding after the exchange
offers, even if the holder of those securities did not consent to the proposed
amendments. Accordingly, you could suffer adverse consequences if you choose not
to tender your original securities. See "Risk Factors -- Risk Factors if You Do
Not Exchange."
EXPIRATION TIME; EARLY EXCHANGE TIME; EXTENSIONS; TERMINATION; AMENDMENTS
Each of the exchange offers will commence at 9:00 a.m., New York City time,
on , 1999 and will expire at 5:00 p.m., New York City time,
, 1999, unless Tenneco extends any exchange offer in its sole
discretion. As used in this document, the term "expiration time" refers to 5:00
p.m., New York City time, on , 1999 or, if an exchange offer is
extended, the latest date and time to which that exchange offer is extended.
Each exchange offer is subject to Tenneco's right, in its sole discretion, to
the extent that it is legally permitted to do so, to terminate or amend any
exchange offer at any time as discussed below.
The consent solicitation will expire at 5:00 p.m., New York City time, on
, 1999, unless Tenneco extends the consent solicitation in its sole
discretion. As used in this document, the term "early exchange time" refers to
5:00 p.m., New York City time, on , 1999 or, if extended, the
latest date and time to which the consent solicitation is extended. The consent
solicitation is subject to Tenneco's right, in its sole discretion, to the
extent that it is legally permitted to do so, to terminate or amend the consent
solicitation at any time as discussed below.
Tenneco expressly reserves the right, in its sole discretion, subject to
applicable law, at any time or from time to time, to:
- terminate any of the exchange offers or the consent solicitation and
not accept for exchange any original securities if any of the
conditions provided below under "-- Conditions to the Exchange Offers
and Consent Solicitation" are not satisfied and are not waived by
Tenneco;
- waive any condition to any exchange offer and accept all original
securities previously tendered for exchange pursuant to that exchange
offer or waive any condition to the consent solicitation;
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<PAGE> 39
- extend the expiration time of any of the exchange offers or the early
exchange time and retain all original securities tendered in that
exchange offer, subject, however, to any withdrawal rights of holders,
as described under "-- Withdrawal Rights;"
- amend any exchange offer in any respect until the original securities
are accepted for exchange;
- amend the consent solicitation in any respect until the withdrawal
time; and/or
- not accept original securities tendered pursuant to an exchange offer
at any time before the expiration time for that exchange offer as a
result of an invalid tender, withdrawal or the occurrence of other
events as described herein.
The exchange agent may retain your tendered original securities if Tenneco (a)
extends any exchange offer or the consent solicitation, (b) delays the
acceptance of original securities for exchange, or (c) is unable to accept
original securities for exchange pursuant to any exchange offer. You may not
withdraw those original securities, except to the extent you are entitled to
withdrawal rights as described under "-- Withdrawal Rights." However the
exchange agent's right to retain your tendered securities in these circumstances
is subject to Rule 14e-1(c) under the Exchange Act. Rule 14e-1(c) requires that
a bidder pay the consideration offered or return the securities deposited by or
on behalf of holders of securities promptly after the termination or withdrawal
of a tender offer.
Tenneco can extend, terminate or amend any of the exchange offers or the
consent solicitation by giving written or oral notice to the exchange agent,
which will be followed as promptly as practicable by a public announcement. In
the case of an extension, a public announcement will be issued before 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration time of the exchange offer(s) being extended or the previously
scheduled early exchange time, as applicable. Tenneco will have no obligation to
publish, advertise or otherwise communicate a public announcement regarding
extension, amendment or termination other than by making a release to the Dow
Jones News Service or otherwise as required by law. All original securities
tendered pursuant to an exchange offer before any extension and not subsequently
withdrawn will remain subject to that exchange offer.
The terms of any extension or amendment of any exchange offer or the
consent solicitation may vary from the original exchange offers and consent
solicitation depending on factors such as prevailing interest rates and the
principal amount of original securities previously tendered. If Tenneco amends
the terms of any exchange offer before its expiration time, the amendment will
apply to all original securities of the same series tendered pursuant to that
exchange offer but will not, unless expressly provided, apply to any other
exchange offer. Tenneco does not presently intend to change the consideration
currently offered.
If Tenneco makes a material change in the terms of any exchange offer or
the information concerning any exchange offer or waives any condition of any
exchange offer that results in a material change to the circumstances of that
exchange offer, Tenneco will circulate additional exchange offer materials if
and to the extent required by applicable law. In those circumstances, Tenneco
will also extend the exchange offer if and to the extent required by applicable
law in order to permit holders of the original securities subject to that
exchange offer adequate time to consider the additional materials.
If Tenneco makes a material change in the terms of the consent solicitation
or the information concerning the consent solicitation or waives any condition
of the consent solicitation that results in a material change to the
circumstances of the consent solicitation, Tenneco will circulate additional
consent solicitation materials if and to the extent required by applicable law.
In those circumstances, Tenneco will also extend the consent solicitation if and
to the extent required by applicable law to allow holders of the original
securities adequate time to consider the additional materials. If any material
change occurs after the withdrawal time, Tenneco may decide to re-solicit
consents.
If Tenneco decreases the principal amount of original securities sought in
any exchange offer or increases or decreases the consideration offered to
holders of original securities subject to any exchange offer, Tenneco will, to
the extent required by applicable law, cause that exchange offer to be extended
so that it remains open at least ten business days from the date that Tenneco
first publishes, sends or gives notice of the change. For purposes of this
paragraph, "business day" has the meaning set forth in
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<PAGE> 40
Rule 14d-1(e)(6) under the Exchange Act. The minimum period that an exchange
offer or the consent solicitation must remain open following any other material
change in the terms of or information concerning the exchange offer or consent
solicitation depends upon the facts and circumstances, including the relative
materiality of those terms or information.
EFFECT OF TENDER
Your tender of original securities in the exchange offers will constitute a
binding agreement between you and Tenneco upon the terms and subject to the
conditions of the exchange offers described in this document and the
accompanying letter of consent/transmittal. Your tender of original securities
will also constitute your agreement to deliver to Tenneco good and marketable
title to the tendered original securities free and clear of all liens, charges,
adverse claims, encumbrances, interests and restrictions of any kind.
ACCEPTANCE OF CONSENTS AND ORIGINAL SECURITIES; DELIVERY OF EXCHANGE
CONSIDERATION
Tenneco will purchase by accepting for exchange and will promptly pay for
all original securities validly tendered and not withdrawn or, if withdrawn,
validly retendered, in the exchange offers and the consent solicitation. This
purchase and payment will be made only upon the terms and subject to the
conditions of each exchange offer, the consent solicitation, the terms and
conditions of any extension or amendment and applicable law. Tenneco will make
payment for the original securities by depositing with the exchange agent: (1)
new securities in book-entry form, as described below; (2) cash to be paid for
any fractional interest in new securities; and (3) cash for the payment of any
applicable accrued but unpaid interest on original securities. The exchange
agent will act as agent for the tendering holders for the purpose of receiving
payments and/or new securities from Tenneco and then transmitting payments
and/or new securities to or at the direction of those holders.
New securities will be issued and delivered only in book-entry form through
The Depository Trust Company to the DTC account of the exchanging holder or the
exchanging holder's custodian. You must specify on the accompanying letter of
consent/transmittal the DTC participant and account information to which your
new securities should be delivered.
For purposes of the exchange offers, Tenneco will be deemed to have
accepted tendered original securities for exchange when Tenneco gives oral or
written notice of acceptance to the exchange agent. For purposes of the consent
solicitation, consents received by the exchange agent will be deemed to have
been accepted when (1) Tenneco and the trustee under the original indenture
execute the supplemental indenture containing the proposed amendments, which is
expected to occur promptly after the withdrawal time, and (2) Tenneco has
accepted the tendered original securities underlying those consents for exchange
in the exchange offer.
Subject to Rule 14e-1(c) under the Exchange Act, Tenneco may delay
acceptance of original securities tendered for exchange or payment for original
securities accepted for exchange if any of the conditions of the exchange offers
are not satisfied or waived or in order to comply, in whole or in part, with
applicable law. Tenneco may do this in its sole discretion. Tenneco will pay for
original securities accepted for exchange only after the exchange agent
receives, at its address on the back cover page of this document: (1)
certificates for all physically delivered original securities in proper form for
transfer or confirmation of a book-entry transfer of original securities into
the exchange agent's account at DTC according to the procedures described in
this document; (2) a properly completed and duly executed letter of
consent/transmittal or properly transmitted "agent's message," as described
below; and (3) any other documents required by the accompanying letter of
consent/transmittal, in each case together with any applicable signature
guarantees. IN NO EVENT WILL INTEREST ON ANY PAYMENTS BE MADE IF THERE IS ANY
DELAY IN MAKING THOSE PAYMENTS.
If Tenneco does not accept any of your tendered original securities for
exchange, or if you submit to the exchange agent original securities in a
principal amount greater than the principal amount indicated as being tendered,
Tenneco will issue to you an original security for the principal amount not
accepted for exchange or tendered. Tenneco will issue the original security in
the same form as it was originally
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<PAGE> 41
tendered. Tenneco will do this without expense to you as promptly as practicable
following the expiration or termination of the exchange offers.
Tenneco may transfer or assign, in whole at any time or in part from time
to time, to one or more of its affiliates, the right to acquire original
securities tendered in any exchange offer. No transfer or assignment will
relieve Tenneco of its obligations under that exchange offer or prejudice your
rights to receive new securities and any applicable accrued interest in exchange
for original securities validly tendered and accepted for exchange in that
exchange offer.
PROCEDURES FOR TENDERING ORIGINAL SECURITIES AND GIVING CONSENTS
If you hold original securities and wish to receive $1,000 principal amount
of applicable new securities for each $1,000 principal amount of original
securities, you must validly tender your original securities using the
procedures described in this document and in the accompanying letter of
consent/transmittal before the early exchange time. Your proper tender of
original securities will constitute your automatic consent to the proposed
amendments. If you hold original securities and wish to receive [$ ] principal
amount of applicable new securities for each $1,000 principal amount of original
securities, you must validly tender your original securities using the
procedures described in this document and in the accompanying letter of
consent/transmittal after the early exchange time, but before the applicable
expiration time. See "Terms of the Exchange Offers" for a description of how
Tenneco will pay cash in lieu of interests in new securities of less than
$1,000.
Only registered holders are authorized to tender their original securities
and consent to the proposed amendments. The procedures by which original
securities may be tendered and consents given by beneficial owners that are not
registered holders will depend upon the manner in which the original securities
are held, as described below.
TENDER OF ORIGINAL SECURITIES HELD THROUGH A NOMINEE. If you are a
beneficial owner of original securities that are held of record by a custodian
bank, depositary, broker, trust company or other nominee and you wish to tender
original securities, you should contact the record holder promptly and instruct
the record holder to tender the original securities and deliver a consent on
your behalf using one of the procedures described in this document. A letter of
instructions is contained in the solicitation materials provided with this
document which you may use to instruct the record holder to tender original
securities and deliver consent.
TENDER OF ORIGINAL SECURITIES HELD WITH DTC. Pursuant to authority granted
by DTC, if you are a DTC participant that has original securities credited to
your DTC account and thereby held of record by DTC's nominee, you may directly
tender those original securities and deliver consents as if you were the record
holder. Because of this, references in this document to registered or record
holders include DTC participants with original securities credited to their
accounts. Within two business days after the date of this document, the exchange
agent will establish accounts with respect to the original securities at DTC for
purposes of the exchange offers. Any participant in DTC may tender original
securities and deliver consents by:
- effecting a book-entry transfer of all original securities to be tendered
in the exchange offers into the account of The Chase Manhattan Bank, as
exchange agent, at DTC, using DTC's procedures for transfer; and
- either (1) effecting an agent's message, as described below, or (2)
completing and signing the accompanying letter of consent/transmittal
according to the instructions and delivering it, together with any
signature guarantees and other required documents, to the exchange agent
at its address on the back cover page of this document.
Timely book-entry delivery requires receipt by the exchange agent of a
book-entry confirmation confirming the book-entry transfer of original
securities into the exchange agent's account at DTC. The book-entry confirmation
must be received by the exchange agent before (1) the early exchange time to
receive $1,000 principal amount of applicable new securities for each $1,000
principal amount of original securities, or (2) the applicable expiration time
to receive [$ ] principal amount of applicable new securities for each $1,000
principal amount of original securities, subject to the provisions for paying
cash
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<PAGE> 42
in lieu of fractional interests in new securities. Even if delivery of original
securities is effected through book-entry transfer into the exchange agent's
account at DTC, an agent's message or a completed letter of consent/transmittal
or a facsimile thereof, together with any required signature guarantees and
other required documents, must be delivered or transmitted to and received by
the exchange agent at its address on the back cover page of this document before
(1) the early exchange time to receive $1,000 principal amount of applicable new
securities for each $1,000 principal amount of original securities, or (2) the
applicable expiration time to receive [$ ] principal amount of applicable new
securities for each $1,000 principal amount of original securities, subject to
the provisions regarding payment of cash in lieu of fractional interests in new
securities. See "Terms of the Exchange Offers" for a description of how Tenneco
will pay cash in lieu of interests in new securities of less than $1,000. A
tender of original securities for exchange will not be considered valid until
these items are received by the exchange agent. Delivery of a letter of
consent/transmittal or other documents to DTC will not be considered a valid
delivery to the exchange agent.
If a holder tenders after the early exchange time, the holder could become
entitled to a cash payment in lieu of any fractional interest in new securities.
Because Tenneco will aggregate the new securities to which a tendering
registered holder is entitled before making any such cash payment, registered
holders should in that case submit a separate tender for each of their
beneficial owners. THIS SHOULD BE DONE ONLY IF A TENDER IS BEING MADE AFTER THE
EARLY EXCHANGE TIME.
The exchange agent and DTC have confirmed that the exchange offers are
eligible for DTC's Automated Tender Offer Program. Accordingly, DTC participants
may electronically transmit their acceptance of any exchange offer and thereby
provide consent to the proposed amendments with respect to the original
securities tendered, by causing DTC to transfer original securities to the
exchange agent using DTC's Automated Tender Offer Program procedures for
transfer. DTC will then send an agent's message to the exchange agent. This
electronic acceptance will be in lieu of completing, signing and delivering the
letter of consent/transmittal.
An "agent's message" is a message which states that DTC has received an
express acknowledgment from a DTC participant tendering original securities that
the participant has received and agrees to be bound by the terms of the letter
of consent/transmittal and that Tenneco may enforce the agreement against the
participant. The agent's message is transmitted by DTC to, and received by, the
exchange agent and forms a part of the book-entry confirmation.
All of the original securities held through DTC have been issued in the
form of global notes registered in the name of Cede & Co., DTC's nominee. Upon
consummation of the exchange offers, the aggregate principal amounts of these
global notes will be reduced to represent the aggregate principal amount of
original securities not tendered and accepted.
TENDER OF ORIGINAL SECURITIES HELD IN PHYSICAL FORM. If you hold original
securities in physical form, you must comply with the following instructions to
tender original securities in the exchange offers:
- complete and sign the accompanying letter of consent/transmittal
according to its instructions; and
- deliver the following to the exchange agent at the address on the back
cover page of this document before the early exchange time or expiration
time, as applicable -- (1) a properly completed and duly executed letter
of consent/transmittal or a facsimile thereof, with any required
signature guarantees, (2) any other documents required by the letter of
consent/transmittal, and (3) the original securities in physical form
suitable for transfer.
To validly tender original securities that are not registered in your name,
you must follow special instructions described below under "-- Proper Execution
and Delivery of Letters of Consent/Transmittal."
LETTERS OF CONSENT/TRANSMITTAL AND PHYSICAL SECURITIES MUST BE SENT ONLY TO
THE EXCHANGE AGENT. DO NOT SEND LETTERS OF CONSENT/TRANSMITTAL OR PHYSICAL
SECURITIES TO TENNECO, PACKAGING, THE INFORMATION AGENT, DTC OR THE DEALER
MANAGERS.
THE EXCHANGE OFFERS AND CONSENT SOLICITATION DO NOT PROVIDE FOR THE
TENDERING OF ORIGINAL SECURITIES OR THE DELIVERY OF CONSENTS BY USE OF A NOTICE
OF GUARANTEED DELIVERY.
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<PAGE> 43
PROPER EXECUTION AND DELIVERY OF LETTERS OF CONSENT/TRANSMITTAL. If you
wish to participate in the exchange offers or consent solicitation, delivery of
your original securities, signature guarantees and the other required documents
are your responsibility. Delivery is not complete until the required items are
actually received by the exchange agent. If you mail these items, Tenneco
recommends that you (1) use registered mail with return receipt requested,
properly insured, and (2) mail the required items sufficiently in advance of the
early exchange time or expiration time, as desired, to allow enough time to
ensure timely delivery.
Except as otherwise provided below, all signatures on a letter of
consent/transmittal or a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the NYSE
Medallion Signature Program or the Stock Exchange Medallion Program. Signatures
on a letter of consent/transmittal need not be guaranteed if:
- the letter of consent/transmittal is signed by the registered physical
holder(s) of the original securities or by a participant in DTC whose
name appears on a security position listing as the owner of the original
securities and the holder(s) have not completed the portion entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
letter of consent/transmittal; or
- the original securities are tendered for the account of an "eligible
institution." See Instruction 2 in the letter of consent/transmittal.
An "eligible institution" is one of the following firms or other entities
identified in Rule 17Ad-15 under the Exchange Act, as the terms are defined in
the Rule: (a) a bank; (b) a broker, dealer, municipal securities dealer,
municipal securities broker, government securities dealer or government
securities broker; (c) a credit union; (d) a national securities exchange,
registered securities association or clearing agency; or (e) a savings
institution.
If the letter of consent/transmittal is signed by the registered holder(s)
of original securities tendered, the signature(s) must correspond with the
name(s) as written on the face of the original securities without alteration,
enlargement or any change whatsoever. If any of the original securities tendered
are held by two or more registered holders, all of the registered holders must
sign the letter of consent/transmittal. If any of the original securities are
registered in different names on different original securities, the holders must
complete, sign and submit as many separate letters of consent/transmittal as
there are different registrations of certificates.
In the following cases, the certificates for original securities that are
tendered must be endorsed or accompanied by an appropriate instrument of
transfer, signed exactly as the name of the registered owner appears on the
certificates, with the signatures on the certificates or instruments of transfer
guaranteed:
- if new securities issued in the exchange offers are to be registered in
the name of, or payments are to be made to, a person other than the
person whose signature is on the letter of consent/ transmittal;
- if original securities that are not exchanged are to be returned to a
person other than the registered owner; or
- if a letter of consent/transmittal is signed by a person other than the
registered holder(s) of the original securities tendered.
In addition, a tender of original securities before the early exchange time by
someone other than the registered holder must be accompanied by either a valid
proxy of, or a consent signed by, the registered holder(s). This is because
original securities may not be tendered before the early exchange time without
also delivering a consent with respect to those original securities, and only
registered holders are entitled to deliver consents. The signature on the proxy
or consent must be guaranteed.
Tenneco will not accept any alternative, conditional, irregular or
contingent tenders. By executing the letter of consent/transmittal or facsimile
thereof or transmitting an agent's message, you waive any right to receive any
notice of the acceptance of your original securities for exchange.
You should indicate in the applicable box in the letter of
consent/transmittal the name and address to which payments, certificates
evidencing original securities for amounts not exchanged or not tendered are
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<PAGE> 44
to be issued or sent, if different from yours. To issue securities in a
different name, the exchange agent must receive the employer identification or
social security number of the new person named and a Substitute Form W-9 for
this new person must be completed. If you do not give these instructions,
payments and original securities not exchanged will be delivered to the
registered holder of original securities tendered at the address listed in the
register maintained by the trustee for those original securities. In the case of
original securities tendered by book-entry transfer into the exchange agent's
account at DTC, the original securities will be credited to the account
maintained at DTC from which the original securities were delivered.
DETERMINATION OF VALIDITY. Tenneco will determine, in its sole discretion,
all questions as to the validity, form, eligibility, time of receipt, acceptance
and withdrawal of tendered original securities using the procedures described
above. Tenneco's determination will be final and binding. Tenneco reserves the
absolute right to reject any or all tenders of original securities determined by
it not to be in proper form or the acceptance of which may be unlawful in the
opinion of counsel for Tenneco. Tenneco also reserves the absolute right, in its
sole discretion, subject to applicable law, to waive any defects or
irregularities of any tender of original securities, whether or not similar
defects or irregularities are waived in the case of other tendered securities.
Tenneco's interpretation of the terms and conditions of the exchange offers,
including the instructions in the letter of consent/transmittal, will be final
and binding.
Tenneco, the exchange agent, the information agent, DTC and the dealer
managers are not under any duty to notify you of defects in your tender and will
not be liable if they fail to so notify you. Unless waived, you must cure any
irregularities in your tender within the time Tenneco determines. Your tender of
original securities will not be considered valid until those irregularities have
been cured or waived. The exchange agent will return any original securities
that are not properly tendered if the irregularities have not been cured or
waived. The original securities will be returned to you, unless otherwise
provided in the letter of consent/transmittal, as soon as practicable following
the applicable expiration time.
TRANSFER TAXES. Tenneco will pay all transfer taxes, if any, applicable to
the transfer and sale of original securities to Tenneco in the exchange offers.
If transfer taxes are imposed for any other reason, the amount of those transfer
taxes, whether imposed on the registered holder or any other persons, will be
payable by the tendering holder. Other reasons transfer taxes could be imposed
include: (a) if substitute original securities for original securities not
exchanged are to be delivered to, or new securities or substitute original
securities are to be registered or issued in the name of, any person other than
the registered holder of the original securities tendered, or (b) if tendered
original securities are registered in the name of any person other than the
person signing the letter of consent/transmittal. If satisfactory evidence of
payment of or exemption from those transfer taxes is not submitted with the
letter of consent/transmittal, the amount of those transfer taxes will be billed
directly to the tendering holder.
BACKUP U.S. FEDERAL INCOME TAX WITHHOLDING. U.S. federal income tax law
requires that a holder of original securities that are accepted for exchange
provide the exchange agent, as payer, with the holder's correct taxpayer
identification number or otherwise establish a basis for an exemption from
backup U.S. federal income tax withholding. In the case of a holder who is an
individual (other than a resident alien), this identification number is his or
her social security number. For holders other than individuals, the
identification number is an employer identification number. Exempt holders,
including, among others, all corporations and certain foreign individuals, are
not subject to these backup withholding and reporting requirements. If you do
not provide the exchange agent with your correct taxpayer identification number
or an adequate basis for an exemption, you may be subject to backup withholding
on payments made in exchange for any original securities and a penalty imposed
by the IRS. Backup withholding is not an additional federal income tax. Rather,
the amount of tax withheld will be credited against the federal income tax
liability of the holder subject to backup withholding. If withholding results in
an overpayment of taxes, you may obtain a refund from the IRS. You should
consult with a tax advisor regarding qualifications for exemption from backup
withholding and the procedure for obtaining the exemption.
To prevent backup withholding, you must provide your correct taxpayer
identification number by completing the IRS Substitute Form W-9 provided in the
letter of consent/transmittal and provide either (a) your correct taxpayer
identification number and other information under penalties of perjury, or (b)
an
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<PAGE> 45
adequate basis for an exemption. For a discussion of other federal income tax
consequences of the exchange offers, see "U.S. Federal Income Tax Consequences."
CONDITIONS TO THE EXCHANGE OFFERS AND CONSENT SOLICITATION
Notwithstanding any other provision, extension or amendment of the exchange
offers or consent solicitation, and in addition to, and not in limitation of,
Tenneco's rights to extend or amend any exchange offer or the consent
solicitation at any time in its sole discretion, Tenneco will not be required to
accept, exchange or make any payment for any original securities tendered for
exchange and may terminate any exchange offer and the consent solicitation if,
at or before the applicable expiration time:
- Tenneco does not receive the required consents or Tenneco and the trustee
under the original indenture have not executed and delivered the
supplemental indenture providing for the proposed amendments in the
manner described in this document;
- all conditions to Tenneco's concurrent cash tender offers have not been
satisfied;
- any condition to the spin-off of Packaging remains unsatisfied (see "The
Spin-off -- Conditions to the Spin-off");
- any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to the
spin-off or any transaction undertaken in connection with the spin-off,
including the debt realignment, exchange offers and cash tender offers,
collectively, the "transactions," by or before any court or governmental,
regulatory or administrative agency or authority or tribunal, domestic or
foreign, which either:
-- challenges the making of any of these transactions or might directly
or indirectly prohibit, prevent, restrict or delay consummation of
any of these transactions or otherwise adversely affects in any
material manner any component of these transactions; or
-- in the sole judgment of Tenneco, could materially adversely affect
the business, financial condition, income, operations, properties,
assets, liabilities or prospects of Tenneco and its subsidiaries,
taken as a whole, or Packaging and its subsidiaries, taken as a
whole, in each case before and after giving effect to these
transactions, or Automotive and its subsidiaries, taken as a whole,
or materially impair the contemplated benefits of any of these
transactions to Tenneco and/or Packaging;
- any event affecting the business or financial affairs of Tenneco or any
of its subsidiaries has occurred or is likely to occur that, in the sole
judgment of Tenneco, would or might prohibit, prevent, restrict or delay
consummation of any of the transactions described in the preceding
paragraph, or that will, or is reasonably likely to, materially impair
the contemplated benefits of any of these transactions to Tenneco or
Packaging, or might be material to holders of original securities in
determining whether to accept the exchange offers or consent
solicitation;
- there has occurred:
-- any general suspension of or limitation on trading in securities on
the NYSE or in the over-the-counter market, whether or not
mandatory;
-- a material impairment in the trading market for debt securities;
-- a declaration of a banking moratorium or any suspension of payments
in respect of banks by federal or state authorities in the United
States, whether or not mandatory;
-- a commencement or escalation of a war, armed hostilities or other
national or international crisis directly or indirectly relating to
the United States;
-- any limitation, whether or not mandatory, by any governmental
authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending
institutions in the United States; or
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<PAGE> 46
-- any significant adverse change in United States securities or
financial markets generally or the material acceleration or
worsening of an adverse change in the United States securities or
financial markets which existed at the time of the exchange offers;
or
- the trustee under the original indenture has either:
-- objected to or taken any action that could, in the sole judgment of
Tenneco, adversely affect the consummation of, the spin-off or any
other transaction undertaken in connection with the spin-off or
Tenneco's ability to effect the proposed amendments;
-- taken any action that challenges the validity or effectiveness of
the procedures used by Tenneco in soliciting the consents to the
proposed amendments, including the form thereof; or
-- taken any action that challenges the validity or effectiveness of
the procedures used by Tenneco in making or completing the exchange
offers or concurrent cash tender offers.
Tenneco's concurrent cash tender offers are subject to substantially the
same conditions as the exchange offers.
The foregoing conditions are for the sole benefit of Tenneco and may be
waived by Tenneco, in whole or in part, in its sole discretion. Any
determination made by Tenneco concerning an event, development or circumstance
described or referred to above will be final and binding on all parties.
WITHDRAWAL RIGHTS
Subject to applicable law, you may withdraw tenders of original securities
and revoke the related consents at any time before the withdrawal time, but not
after, except as otherwise described below. A valid withdrawal of tendered
original securities made before the withdrawal time is an automatic revocation
of the related consent. If, after the withdrawal time, Tenneco reduces the
principal amount of original securities subject to any exchange offer or reduces
the consideration offered in any exchange offer, then original securities
previously tendered in that exchange offer may be validly withdrawn for ten
business days after the date that Tenneco first publishes or sends notice to
holders of the reduction. In addition, you may validly withdraw tenders of
original securities if the related exchange offer is terminated without any
original securities being accepted for exchange.
For a withdrawal to be effective, (a) the exchange agent must receive a
written notice of withdrawal at its address on the back cover of this document,
or (b) the appropriate procedures of DTC's Automated Tender Offer Program must
be complied with. Any notice of withdrawal must:
- specify the name of the person who deposited the original securities to
be withdrawn;
- identify the original securities to be withdrawn, including the
certificate number or numbers and principal amount of those original
securities;
- be signed by the holder in the same manner as the signature on the letter
of consent/transmittal by which those original securities were tendered,
including any required signature guarantees, or be accompanied by a bond
power in the name of the person withdrawing the tender, in satisfactory
form as determined by Tenneco in its sole discretion, duly executed by
the registered holder, with the signature guaranteed;
- specify the name in which those original securities are to be registered,
if different from the person who tendered those original securities using
the instruments of transfer; and
- if original securities have been tendered using the procedures for
book-entry transfer described above, specify the name and number of the
account at DTC to be credited with the withdrawn original securities and
otherwise comply with the DTC procedures.
A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a previous tender.
Any permitted withdrawals may not be rescinded, and any original securities
withdrawn will not be considered validly tendered for purposes of the exchange
offer. However, withdrawn securities may again
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<PAGE> 47
be tendered by completing the procedures for tendering before the early exchange
time or expiration time, as applicable.
Any tendered original securities that are withdrawn will be returned to you
free of charge as soon as practicable after withdrawal. If your original
securities were tendered by book-entry transfer into the exchange agent's
account at DTC, the original securities will be credited to an account
maintained with DTC for the original securities as soon as practicable after
withdrawal.
TENNECO WILL DETERMINE, IN ITS SOLE DISCRETION, ALL QUESTIONS AS TO THE
VALIDITY OF NOTICES OF WITHDRAWAL, INCLUDING TIME OF RECEIPT. TENNECO'S
DETERMINATION WILL BE FINAL AND BINDING. NONE OF TENNECO, PACKAGING, THE
EXCHANGE AGENT, DTC, THE DEALER MANAGERS AND ANY OTHER PERSON ARE UNDER ANY DUTY
TO NOTIFY YOU OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL. NONE
OF THEM WILL BE LIABLE TO YOU IF THEY FAIL TO NOTIFY YOU OF ANY DEFECTS OR
IRREGULARITIES IN A NOTICE OF WITHDRAWAL.
DEALER MANAGERS
Tenneco and Packaging have engaged Morgan Stanley Dean Witter and Credit
Suisse First Boston to act as dealer managers in connection with the exchange
offers and to provide financial advisory services to Tenneco and Packaging in
connection with the exchange offers. If you have questions concerning the terms
of the exchange offers or consent solicitation, you may contact the dealer
managers at the addresses and telephone numbers on the back cover page of this
document.
Tenneco and Packaging have agreed to pay the dealer managers predetermined
compensation for the dealer managers' financial advisory services and to
reimburse the dealer managers for their reasonable out-of-pocket expenses,
including reasonable fees and expenses of legal counsel. Tenneco and Packaging
have agreed to indemnify the dealer managers against specified liabilities,
including specified liabilities under the federal securities laws. The dealer
managers have provided in the past, and currently are providing, other
investment banking and financial advisory services to Tenneco and its
affiliates.
Morgan Stanley Dean Witter and Credit Suisse First Boston are also acting
as dealer managers in connection with Tenneco's cash tender offers.
EXCHANGE AGENT
The Chase Manhattan Bank has been appointed as exchange agent for the
exchange offers. You and your broker, dealer, commercial bank, trust company or
other nominee should send letters of consent/ transmittal and all correspondence
in connection with the exchange offers to the exchange agent at the address and
telephone numbers on the back cover page of this document.
If you have questions concerning tender procedures, you should contact the
exchange agent at the address and telephone number on the back cover page of
this document for instructions.
INFORMATION AGENT
Georgeson & Company Inc. has been appointed as information agent for the
exchange offers. You may direct requests for assistance or additional copies of
this document or the letter of consent/transmittal to the information agent at
the address and telephone number on the back cover page of this document. You
may also contact your broker, dealer, commercial bank or trust company for
assistance concerning the exchange offers.
TRUSTEE
The Chase Manhattan Bank is serving as the trustee under the original
indenture and will also serve as the trustee for the new securities. All
deliveries, correspondence and questions sent or presented to the trustee
relating to the exchange offers should be directed to the trustee at 55 Water
Street, Room 234, North Building, New York, New York 10041.
Tenneco and Packaging maintain, or may, in the future, maintain, normal
banking relationships with The Chase Manhattan Bank in the ordinary course of
business.
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FEES AND EXPENSES
Tenneco will pay the exchange agent, the information agent and the trustee
under the original indenture reasonable and customary fees for their services
and will reimburse them for their reasonable out-of-pocket expenses in
connection with their services. Tenneco will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this document and related materials to
the beneficial owners of original securities, and in handling or forwarding
tenders for their customers. All these fees and expenses will be paid by
Tenneco, subject to the allocation of consolidated Tenneco debt contemplated by
the debt realignment. See "The Spin-off--Debt Realignment."
MARKET AND TRADING INFORMATION
The [to be provided by amendment] are listed and traded on the NYSE. The
following table sets forth, for the calendar periods indicated, the high and low
closing sales prices for these listed securities, as reported by IDD Information
Services:
[To be provided by amendment]
*There were no reported sales of this series of original securities during
the indicated period.
Tenneco and Packaging cannot assure you that the listed securities will be
traded following the exchange offers or at what prices they would trade. After
the exchange offers are completed, Tenneco intends to seek delisting of the
listed securities on the NYSE. See "Risk Factors -- Risk Factors if You Do Not
Exchange." IF YOU HOLD LISTED ORIGINAL SECURITIES, YOU ARE URGED TO OBTAIN
CURRENT INFORMATION REGARDING THE MARKET PRICES OF THE LISTED SECURITIES.
The [to be provided by amendment] are traded in the over-the-counter
market, to the extent trading occurs. These unlisted securities are not actively
traded and, in general, trading of these securities has been limited and
sporadic and information concerning trading prices and volumes may be difficult
to obtain. Tenneco and Packaging cannot assure you that the unlisted securities
will be traded following the exchange offers or at what prices they would trade.
See "Risk Factors -- Risk Factors if You Do Not Exchange." IF YOU HOLD UNLISTED
ORIGINAL SECURITIES, YOU ARE URGED TO OBTAIN THE BEST AVAILABLE INFORMATION
REGARDING THE MARKET PRICES OF THE UNLISTED SECURITIES FROM YOUR BROKER, DEALER,
COMMERCIAL BANK OR TRUST COMPANY.
ACCOUNTING TREATMENT OF THE EXCHANGE OFFERS
The new securities will be recorded by Packaging based on either the fair
value of the new securities or the net carrying amount of Tenneco's original
securities, depending on whether Packaging's new securities are determined to be
"substantially different" than Tenneco's original securities. If the new
securities are "substantially different," the new securities will be recorded at
their fair value and the difference between the fair value of the new securities
and the net carrying amount of the original securities will be recognized as an
extraordinary charge by Tenneco. If the new securities are not "substantially
different," the new securities will be recorded at the net carrying amount of
Tenneco's original securities and no accounting gain or loss will be recognized
by Packaging on the exchange, except for transaction costs. The new securities
will be considered "substantially different" if the present values of the cash
flows, including principal and interest, under the terms of the new securities
are at least 10% different from the present value of the remaining cash flows
under the original securities. For accounting purposes, Packaging will consider
the and series of new securities to be "substantially different" and
the and series of new securities as not "substantially different."
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THE PROPOSED AMENDMENTS
To tender original securities for exchange in the exchange offers, you must
consent to the proposed amendments to the original indenture. The proposed
amendments constitute a single proposal and a tendering holder must consent to
the proposed amendments as an entirety, and may not consent selectively with
respect to some of the proposed amendments.
The proposed amendments will be included in a supplement to the original
indenture that will be signed by Tenneco and the trustee on or promptly
following Tenneco's receipt of the required consents and the withdrawal time.
Accordingly, Tenneco expects to sign the supplemental indenture before the
exchange offers expire. The proposed amendments will not take effect, however,
until Tenneco accepts for exchange or purchase debt securities issued under the
original indenture that represent at least the required consents, whether
tendered in the exchange offers or Tenneco's cash tender offers. See "The
Exchange Offers and Consent Solicitation -- The Consent Solicitation."
As described below, a limited waiver of some provisions of the original
indenture will apply between the time Tenneco executes the supplemental
indenture and the time it closes on the exchange and cash tender offers. This
waiver will terminate if the proposed amendments do not take effect.
ELIMINATION OF OPERATING COVENANTS
The following is a brief description of the proposed amendments to the
original indenture. The summaries are qualified in their entireties by reference
to the full and complete terms of the original indenture, as well as the
proposed supplemental indenture, copies of which can be obtained without charge
from the information agent. A copy of the original indenture and proposed
supplemental indenture is also exhibit and , respectively, to the
registration statement of which this document is a part. These proposed
amendments may have adverse consequences for you if you do not participate in
the exchange offers. See "Risk Factors -- Risk Factors if You Do Not Exchange."
The proposed amendments would eliminate the following restrictive operating
covenants contained in the original indenture.
<TABLE>
<CAPTION>
SECTION OF
ORIGINAL INDENTURE TITLE AND DESCRIPTION OF SECTION
- ------------------ --------------------------------
<S> <C>
Section 3.6 Negative Pledge; Limitation on Sale and Leaseback
Transactions.
Provides that the issuer (Tenneco Inc.) will not issue,
assume, incur or guarantee, and will not permit any
restricted subsidiary (generally any subsidiary that
operates a principal manufacturing property) to issue,
assume, incur or guarantee, any debt upon any principal
manufacturing property (generally any U.S. manufacturing
plant or research and development facility, unless the
issuer's Board of Directors determines that plant or
facility is not of material importance). Also provides that
the issuer will not, and will not permit any restricted
subsidiary to, enter into any arrangement with any person or
entity providing for the leasing of any principal
manufacturing property, where the property has been or is to
be sold or transferred by the issuer or the restricted
subsidiary with the intention of taking back a lease on the
property.
</TABLE>
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<PAGE> 50
<TABLE>
<CAPTION>
SECTION OF
ORIGINAL INDENTURE TITLE AND DESCRIPTION OF SECTION
- ------------------ --------------------------------
<S> <C>
Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions.
Provides that the issuer will not merge or consolidate with
any other person or entity or sell, lease or convey all or
substantially all of its assets unless (a) the issuer is the
continuing corporation, or the successor or transferee
corporation is organized under United States law and
expressly assumes the payment of principal and interest on
all securities and coupons outstanding under the original
indenture and the performance and observance of all
covenants and conditions of the original indenture, by
supplemental indenture, and (b) the issuer or the successor
or transferee is not, immediately after giving effect to the
transaction, in default in the performance of any of those
covenants or conditions.
Section 9.2 Successor Corporation Substituted.
Describes the substitution of the successor or transferee
corporation for the issuer under the original indenture in
the event of any consolidation, merger, sale, lease or
conveyance described in Section 9.2 of the original
indenture.
Section 9.3 Opinion of Counsel Delivered to Trustee.
Provides that the trustee may receive an opinion of counsel
as conclusive evidence that any consolidation, merger, sale,
lease or conveyance described in Section 9.1 of the original
indenture, and any substitution of the successor or
transferee corporation for the issuer under Section 9.2 of
the original indenture, complies with the applicable
provisions.
</TABLE>
The proposed amendments would also eliminate any references in the original
indenture and the original securities to the sections specified above, including
any sentences or provisions that refer or give effect exclusively to the
sections specified above. The proposed amendments would also eliminate any
defined terms in the original indenture that are used solely in those deleted
sentences, provisions, sections or subsections. The text of the proposed
amendments is set forth in Annex A.
WAIVER
To avoid the possibility of a default under the original indenture in
connection with the spin-off and the transactions that will be undertaken to
complete the spin-off, a waiver of the covenants to be eliminated by the
proposed amendments will take effect immediately upon the execution of the
supplemental indenture as described above. If, however, securities representing
at least the required consents are not accepted for exchange or purchase, as the
case may be, because the related exchange offers, cash tender offers or consent
solicitation are terminated or withdrawn, the proposed amendments will not
become operative. In this event, the waiver will also cease to be operative as
to any transactions that occurred during the period the waiver was in effect.
The text of the waiver is set forth in Annex A.
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<PAGE> 51
DESCRIPTION OF THE NEW SECURITIES
The new securities will be issued under an indenture between Packaging and
The Chase Manhattan Bank, as trustee (the "new trustee"), as supplemented by
supplemental indentures providing for the terms of the new securities. This
indenture, as it may be further amended or supplemented from time to time, is
referred to in this document as the "new indenture." The terms of the new
securities will include those stated in the new indenture and those made a part
of the new securities by reference to the Trust Indenture Act of 1939.
A copy of the new indenture, including the forms of supplemental indentures
providing for the new securities, are filed as exhibits through to the
registration statement in which this document is included. The following
summaries of provisions of the new indenture do not include all of the
information included in the new indenture and may not cover information that you
may find important. Accordingly, these summaries are subject to, and qualified
in their entirety by reference to, the detailed provisions of the new indenture.
You should read the new indenture carefully and in its entirety because the
new indenture, and not this description, will define your rights as a holder of
new securities. You may obtain a copy of the new indenture by request directed
to Tenneco's address included on page 2 of this document. As used under this
caption, the term "debt securities" means all evidences of indebtedness for
money borrowed which may be issued under the new indenture and the term
"Packaging" refers only to Tenneco Packaging Inc., and not any of its
subsidiaries.
GENERAL
The new indenture will not limit the amount of debt securities that may be
issued and will provide that debt securities may be issued under the new
indenture from time to time in one or more series. The debt securities will be
unsubordinated and unsecured obligations of Packaging and will rank equally with
all other unsubordinated and unsecured obligations of Packaging. This would
include, for example, accounts payable to suppliers and other general creditors
of Packaging. In addition, the new indenture will generally not limit the amount
of other indebtedness or securities that Packaging or its subsidiaries may
issue. However, the issuance, assumption or guarantee of specified secured debt
will be subject to the restrictions described under "-- Some Important Covenants
of Packaging." There are no provisions of the new indenture that will afford
holders of new securities protection in the event of a highly leveraged
transaction involving Packaging.
NEW SECURITIES
[To be provided by amendment]
SOME IMPORTANT COVENANTS OF PACKAGING
Negative Pledge. The new indenture will provide that Packaging will not,
and will not permit any restricted subsidiary to, issue, assume, incur or
guarantee specified types of secured debt without providing that the outstanding
debt securities be secured equally and ratably with that secured debt. A
restricted subsidiary is generally defined as a subsidiary that operates a
principal manufacturing property, as described below. The restriction applies to
any debt secured by a mortgage, pledge, lien or other encumbrance on any
principal manufacturing property of Packaging or any restricted subsidiary or on
any shares of capital stock or debt of any restricted subsidiary. A principal
manufacturing property is generally defined as any U.S. manufacturing plant or
testing or research and development facility, unless Packaging's Board of
Directors determines it is not of material importance. This restriction will not
apply if, after giving effect to the contemplated transaction, the aggregate
amount of all such secured debt incurred after the initial date of the new
indenture, together with all Attributable Debt, as defined below, of Packaging
and its subsidiaries in respect of specified sale and leaseback transactions
involving principal manufacturing
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<PAGE> 52
properties, would not exceed 15% of the Consolidated Net Tangible Assets, as
defined below, of Packaging and its consolidated subsidiaries. This restriction
will also not apply in the case of:
(a) the creation of encumbrances on any principal manufacturing
property acquired after the initial date of the new indenture to secure
payment of all or any part of the purchase price of that property or
construction of fixed improvements on that property before, at the time of
or within 180 days after the latest of the acquisition, completion of
construction or commencement of commercial operation of that property, or
existing encumbrances on any principal manufacturing property acquired by
Packaging or a restricted subsidiary, so long as the encumbrance does not
apply to any improved property previously owned by Packaging or a
restricted subsidiary and so long as the amount of debt secured by the
encumbrance does not exceed 100% of the lesser of the cost or fair value of
the property,
(b) encumbrances on any principal manufacturing property of a
corporation that is merged into or consolidated with Packaging or a
restricted subsidiary or substantially all of the assets of which are
acquired by Packaging or a restricted subsidiary;
(c) encumbrances on any principal manufacturing property in favor of
governmental bodies to secure partial, progress, advance or other payments
under any contract or statute, or to secure any debt incurred or guaranteed
for the purpose of financing all or any part of the cost of acquiring,
constructing or improving the property subject to those encumbrances;
(d) encumbrances on particular property to secure or provide funds for
all or any part of the cost of exploration, drilling, mining, development,
maintenance or operation of that property intended to obtain or increase
the production of specified natural resources from that property;
(e) encumbrances securing debt owed by a restricted subsidiary to
Packaging or another restricted subsidiary;
(f) encumbrances on any principal manufacturing property of Packaging
or a restricted subsidiary that were in existence on the initial date of
the new indenture;
(g) specified extensions, renewals or replacements of encumbrances
described above; and
(h) Permitted Mortgages, as defined below.
(Section 3.6(a) of the new indenture.) The new indenture will not restrict the
incurrence of unsecured debt by Packaging or any of its subsidiaries.
Restrictions on Sale and Leaseback Transactions. The new indenture will
prohibit Packaging and any restricted subsidiary from entering into any sale and
leaseback transaction involving any principal manufacturing property that has
been or is to be sold or transferred by Packaging or any restricted subsidiary,
unless:
(a) Packaging or the restricted subsidiary would be entitled to create
secured debt on that property, as described in clauses (a)-(h) under "--
Negative Pledge," in an amount equal to the Attributable Debt with respect
to the sale and leaseback transaction, without equally and ratably securing
all outstanding debt securities under the new indenture;
(b) since the date of the new indenture and during the period 12
months before and ending 12 months after a sale and leaseback transaction,
Packaging or the restricted subsidiary makes expenditures for principal
manufacturing properties in an amount equal to the net proceeds of the sale
and leaseback transaction and elects to designate that amount as a credit
against the sale and leaseback transaction; or
(c) to the extent not credited as described above, Packaging applies
an amount equal to the Attributable Debt with respect to the sale and
leaseback transaction to the retirement of long-term consolidated debt.
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<PAGE> 53
(Section 3.6(c) of the new indenture.) This restriction will not apply to any
sale and leaseback transaction (a) between Packaging and a restricted subsidiary
or between restricted subsidiaries, (b) involving the taking back of a lease for
a period of three years or less, or (c) if, after giving effect to a sale and
leaseback transaction, permitted secured debt, plus Attributable Debt of
Packaging and its subsidiaries in respect of sale and leaseback transactions
involving principal manufacturing properties, would not exceed 15% of the
Consolidated Net Tangible Assets of Packaging and its consolidated subsidiaries.
There will be no covenants or other provisions in the new indenture
providing for a put or increased interest or that would otherwise provide
holders of new securities with additional protection in the event of a
recapitalization transaction, a change of control of Packaging or a highly
leveraged transaction.
The following terms which are used in the new indenture have the meanings
described below:
"Attributable Debt" means the total net amount of the rent required to
be paid during the remaining term of any lease, discounted at the weighted
average rate per year then borne by the outstanding debt securities.
(Section 1.1 of the new indenture.)
"Consolidated Net Tangible Assets" means the total assets shown on the
consolidated balance sheet of Packaging and its consolidated subsidiaries
for the most recent fiscal quarter, after deducting the amount of all
current liabilities and intangible assets. (Section 1.1 of the new
indenture.)
"Permitted Mortgage" means:
(a) any governmental, mechanics', materialmen's, carriers' or
similar lien created in the ordinary course of business which is not yet
due or which is being contested in good faith by appropriate proceedings
and any undetermined lien which is incidental to construction;
(b) any right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to
designate a purchaser of, any property;
(c) any lien of taxes and assessments which is (1) for the current
year, or (2) not at the time delinquent or (3) delinquent but the
validity of which is being contested at the time by Packaging or any
Subsidiary in good faith;
(d) any lien arising from or in connection with a conveyance by
Packaging or any subsidiary of any production payment with respect to
oil, gas, natural gas, carbon dioxide, sulphur, helium, coal, metals,
minerals, steam, timber or other natural resources;
(e) any lien to secure obligations imposed by statute or
governmental regulations; or
(f) any lien of, or to secure performance of, leases, other than
leases relating to a sale and leaseback transaction. (Section 1.1 of the
new indenture.)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The new indenture will provide that Packaging may not merge or consolidate
with any other person or entity, or sell, lease or convey all or substantially
all of its assets to any person or entity, unless (a) either Packaging is the
continuing entity or the successor, transferee or lessee is a corporation
organized under the laws of the United States, any State or the District of
Columbia and expressly assumes Packaging's obligations under the debt securities
and new indenture, and (b) immediately after giving effect to the transaction,
Packaging or the successor, transferee or lessee is not in default of any of
those obligations. (Section 9.1 of the new indenture.) The new indenture will
also provide that any successor, transferee or lessee corporation in one of
those transactions be substituted for Packaging under the new indenture and the
debt securities. (Section 9.2 of the new indenture.)
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EVENTS OF DEFAULT
Any one of the following will constitute an "event of default" under the
new indenture with respect to debt securities of any series:
(a) Packaging's failure to pay any interest on that series when due
and continuance of that default for 30 days;
(b) Packaging's failure to pay principal of that series when due;
(c) in general, Packaging's failure to observe or perform any of its
other covenants in the new indenture for 60 days after written notice as
provided in the new indenture, unless the default is expressly covered by
another provision of the new indenture;
(d) events of bankruptcy, insolvency or reorganization of Packaging;
or
(e) any other event of default provided in the supplemental indenture
with respect to debt securities of that series. (Section 5.1 of the new
indenture.)
If any event of default occurs and is continuing, either the new trustee or
the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of each affected series, voting as a single class, may by
written notice declare the principal amount of and accrued interest on all the
debt securities of each affected series to be due and payable immediately.
Events of bankruptcy, insolvency and reorganized are deemed to affect all
outstanding debt securities. If the debt securities of an affected series are
original issue discount debt securities, only that portion of the principal
amount as is specified in the terms of that series may be declared due and
payable. The holders of a majority in aggregate principal amount of outstanding
debt securities of that series may, under limited circumstances, rescind and
annul that acceleration. (Section 5.1 of the new indenture.)
Under the new indenture, the new trustee will generally be required to give
the holders of affected debt securities notice of known defaults within 90 days
after the default, unless the default is cured or waived. Except in the case of
a payment default, however, the new trustee may withhold the notice in the
interests of the holders of the affected series of debt securities. (Section
5.11 of the new indenture.) The new indenture will provide that the holders of a
majority in aggregate principal amount of the outstanding debt securities of
each series affected, with all those series voting as a single class, may direct
the time, method and place of conducting any proceeding for any remedy available
to the new trustee for such series, or exercising any trust or power conferred
on the new trustee. (Section 5.9 of the new indenture.)
In general, the holders of a majority in aggregate principal amount
outstanding of all series of debt securities with respect to which an event of
default has occurred, voting as a single class, may waive any event of default
with respect to that series. This majority action cannot, however, waive
defaults under specified covenants related to the payment terms of the debt
securities. (Section 5.10 of the new indenture.)
The new indenture will require Packaging to file annually with the new
trustee a certificate as to Packaging's compliance with all conditions and
covenants of the new indenture. (Section 3.5 of the new indenture.)
MODIFICATION OF THE NEW INDENTURE
The new indenture will permit Packaging and the new trustee to enter into
one or more supplemental indentures without the consent of the holders of any
debt securities in order:
(a) to transfer or pledge any property to the new trustee as security
for the debt securities;
(b) to substitute a permitted successor corporation for Packaging;
(c) to add to the Packaging's covenants further covenants or
provisions to protect the holders of debt securities;
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(d) to establish the form or terms of debt securities;
(e) to provide for successor trustees; or
(f) to cure any ambiguity, correct any defective provisions or to make
any other provisions as Packaging determines necessary or desirable, as
long as the action does not adversely affect the interests of any holder of
debt securities of any series. (Section 8.1 of the new indenture.)
The new indenture will also permit Packaging and the new trustee, with the
consent of the holders of a majority in aggregate principal amount of the
outstanding series of debt securities affected, voting as one class, to execute
supplemental indentures that change the terms of the new indenture or modify the
rights of debt holders. However, without the consent of the holder of each
affected debt security, this majority action cannot:
(a) extend the time for payment of principal or interest on any debt
security;
(b) reduce the principal of, or the rate of interest on, any debt
security;
(c) reduce the amount of premium, if any, payable upon the redemption
of any debt security;
(d) reduce the amount of principal payable upon acceleration of the
maturity of any original issue discount security;
(e) change the currency or currency unit in which any debt security or
any premium or interest is payable;
(f) impair the right to institute suit for the enforcement of any
payment on or relating to any debt security; or
(g) reduce the percentage consent required to modify or amend the new
indenture. (Section 8.2 of the new indenture.)
DEFEASANCE AND COVENANT DEFEASANCE
The new indenture will allow Packaging to deposit funds in trust and as a
result either (a) be discharged from all obligations under the debt securities
of any series, except for limited administrative obligations ("defeasance"), or
(b) be released from complying with specified covenants of the indenture,
including those described under "-- Some Important Covenants of Packaging" and
"-- Consolidation, Merger and Sale of Assets" ("covenant defeasance"). For
defeasance or covenant defeasance with respect to any series of debt, Packaging
must deposit, in trust with the new trustee, money or U.S. government
obligations that through the payment of interest and principal according to
their terms will provide money in an amount sufficient to make all payments on
that series of debt when they are due. If the defeasance is to occur at least
one year before the debt securities become due and payable or are to be
redeemed, the defeasance may only be established if Packaging delivers an
opinion of counsel stating that the holders of the debt securities will not have
a taxable event for federal income tax purposes as a result of the defeasance.
In addition, the opinion of counsel must be based upon a ruling of the IRS or a
change in applicable federal income tax law occurring after the date of the new
indenture. (Article 10 of the new indenture.)
THE NEW TRUSTEE
The Chase Manhattan Bank will be the new trustee under the new indenture.
Packaging may also maintain banking and other commercial relationships with the
new trustee in the ordinary course of business.
BOOK-ENTRY SYSTEM
Packaging will initially issue the new securities in the form of one or
more global securities that will be deposited with DTC and registered in the
name of Cede & Co., DTC's nominee. Accordingly,
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beneficial interests in the global securities will be shown on, and transfer
will be effected only through, records maintained by DTC and its participants.
You may hold beneficial interests in the global securities directly through DTC
if you have an account with DTC or indirectly through an organization which has
an account with DTC. Unless and until it is exchanged in whole or in part for
new securities of that series in definitive form, a global security may not be
transferred except as a whole to a nominee of DTC for that global security, or
by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such
nominee to a successor depository or a nominee of a successor depository.
DTC has advised Packaging that DTC is a limited-purpose trust company
organized under the Banking Law of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold the
securities of institutions that have accounts with DTC ("participants") and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, eliminating the need for physical movement of
securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers, and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly (collectively, the "indirect participants").
Packaging expects that upon the deposit of the global securities with DTC,
DTC will credit on its book-entry registration and transfer system the principal
amount of new securities represented by those global securities to the accounts
of direct participants. Ownership of beneficial interests in the global
securities will be limited to direct participants or persons that may hold
interests through direct participants. Ownership of beneficial interests in the
global securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by DTC, with respect
to direct participants' interest, the direct participants and the indirect
participants, with respect to the owners of beneficial interests in the global
securities other than direct participants. The laws of some jurisdictions may
require that purchasers of securities take physical delivery of the securities
in definitive form. These limits and laws may impair your ability to transfer or
pledge beneficial interests in the global securities.
So long as DTC or a nominee of DTC is the registered holder and owner of
the global securities, DTC or the nominee, for all purposes will be considered
the sole owner or holder of the global securities under the new indenture.
Except as described below, owners of a beneficial interest in the global
securities will not be entitled to have the new securities represented by the
global securities registered in their names, will not receive or be entitled to
receive physical delivery of certified new securities, and will not be
considered to be the owner or holder of any new securities represented by the
global securities. Accordingly, each person owning a beneficial interest in the
global securities must rely on the procedures of DTC and, if a person is not a
direct participant in the book-entry registration and transfer system of DTC, on
the procedures of the direct participant through which that person owns its
interest, to exercise any rights of an owner or holder of the new securities.
Packaging will make principal and interest payments on the new securities
registered in the name of DTC's nominee to DTC's nominee as the registered owner
of the global securities. Under the terms of the new securities, Packaging and
the new trustee will treat the persons in whose names the new securities are
registered as the owners of those new securities for the purpose of receiving
payment of principal and interest on those new securities and for all other
purposes. Therefore, Packaging, the new trustee and any paying agent will not
have any direct responsibility or liability for the payment of principal or
interest on the new securities to owners of beneficial interests in the global
securities.
Packaging expects that DTC will, upon receipt of any payment of principal
or interest, credit direct participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global securities as
shown on DTC's records. Payments by direct and indirect participants to owners
of beneficial interests in the global securities will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in
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"street name," and will be the responsibility of the direct and indirect
participants. These payments by direct and indirect participants will not be the
responsibility of DTC, the new trustee, or Packaging, subject to any statutory
requirements that may be in effect.
Neither Packaging, the New Trustee, any paying agent nor the registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the global
securities, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in the global securities among participants of
DTC, it is under no obligation to perform or continue to perform these
procedures, and these procedures may be discontinued at any time. None of
Packaging, the new trustee, the registrar, or any paying agent for the exchange
securities will have any responsibility or liability for the performance by DTC
or its direct or indirect participants of their respective obligations under the
rules and procedures governing their operations.
PHYSICAL SECURITIES
Following initial issuance, you may obtain physical new securities in
exchange for global securities in denominations of $1,000 and integral multiples
of $1,000 if:
(1) DTC notifies Packaging that it is unwilling or unable to continue
as depositary for the global securities or if at any time DTC
ceases to be a clearing agency registered under the Exchange Act
and a successor depositary is not appointed by Packaging within 90
days of that notice; or
(2) Packaging in its discretion at any time determines not to have all
of the new securities represented by the global securities.
Subject to the above, the global securities are not exchangeable, except
for global securities of the same aggregate denomination to be registered in the
name of DTC or its nominee.
PAYMENT
Packaging will pay principal of and interest on new securities represented
by a global security according to accordance with the applicable requirements of
DTC for the global securities. The payment of principal of and interest on any
other new securities will be made at the office or agency of Packaging
maintained for that purpose or, at Packaging's option, by mailing a check to the
holder's registered address.
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THE SPIN-OFF
Before the spin-off, Tenneco and Packaging will enter into a distribution
agreement to establish the terms of the spin-off and govern various aspects of
the post-spin-off relationship between Packaging and Tenneco (Automotive, after
the spin-off). In addition, Automotive and Packaging will enter into ancillary
agreements to facilitate further the separation of Tenneco's automotive and
packaging businesses and to govern additional aspects of the ongoing
relationship between Packaging and Automotive.
REASONS FOR THE SPIN-OFF
The spin-off is designed to separate Tenneco's packaging business from its
automotive business, each of which have distinct financial, investment and
operating characteristics, so that each can adopt strategies and pursue
objectives appropriate to its specific needs. The spin-off will:
- enable each company to concentrate its attention and financial resources
on its own core business and provide independent access to capital
markets;
- permit investors to make more focused investment decisions based on the
specific attributes of each of the two businesses and enhance the
likelihood that each company will achieve appropriate market valuation;
and
- facilitate employee compensation programs custom-tailored to the
operations of each business, including an employee stock ownership plan
for Automotive and stock-based and other incentive programs, which will
more directly reward employees of each business based on the success of
that business.
MANNER OF SPIN-OFF
According to the distribution agreement, the Tenneco board of directors
will formally declare the dividend necessary to effect the spin-off. At that
time, the Tenneco board of directors will also set the effective date of the
spin-off and the date and time for determination of those Tenneco stockholders
entitled to participate in the spin-off. Subject to the conditions described
below, on the spin-off date, those same Tenneco stockholders will each receive
one share of Packaging common stock for each share of Tenneco common stock they
owned as of that determination time.
CORPORATE RESTRUCTURING TRANSACTIONS
Before the spin-off, Tenneco will effect various corporate restructuring
transactions designed to restructure its existing businesses so that, in
general, the assets, liabilities and operations of (a) its packaging business
and administrative services operations, will be owned and operated, directly or
indirectly, by Packaging and (b) its automotive business will be owned and
operated, directly and indirectly, by Tenneco and its non-packaging
subsidiaries.
Packaging's assets upon completion of these corporate restructuring
transactions generally will be:
- those assets related to the conduct of Tenneco's past and current
packaging businesses and administrative services operations, as reflected
on the unaudited pro forma combined balance sheet of Packaging as of June
30, 1999 (see "Description of Packaging -- Unaudited Pro Forma Combined
Financial Statements of Packaging");
- those assets that were acquired after June 30, 1999 and are of a nature
or type that would have been included on Packaging's June 30, 1999 pro
forma balance sheet had they been acquired earlier; and
- all rights expressly allocated to Packaging and its subsidiaries under
the distribution agreement or any of the ancillary agreements.
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Automotive's assets upon completion of these corporate restructuring
transactions generally will be:
- all of Tenneco's assets not expressly allocated to Packaging or its
subsidiaries as described above.
Packaging's liabilities generally will include:
- those liabilities related to the packaging assets described above and the
current and past conduct of Tenneco's packaging businesses and
administrative services operations;
- liabilities for possible violations of securities laws in connection with
the spin-off related to disclosures or omissions regarding Packaging's
business, results of operations, prospects or management; and
- those other liabilities expressly allocated to Packaging or its
subsidiaries under the distribution agreement or any ancillary agreement.
Automotive's liabilities generally will include:
- those liabilities related to the automotive assets described above and
the current and past conduct of Tenneco's automotive business;
- liabilities for possible violations of securities laws in connection with
the spin-off related to disclosures or omissions regarding Automotive's
business, results of operations, prospects or management;
- those liabilities expressly allocated to Automotive or its subsidiaries
under the distribution agreement or any ancillary agreement; and
- all other liabilities of Tenneco or any of its subsidiaries which do not
constitute Packaging liabilities.
In addition, Packaging and Automotive will each be responsible for one-half
of any third-party liability imposed on either party that is both (1) related to
the transactions undertaken as part of the spin-off, such as the debt
realignment, and (2) based on of claim (a) under Delaware corporate law, such as
a claim for a breach of fiduciary duties, or (b) under applicable securities
laws, but only to the extent the alleged violation is not specifically related
to disclosures or omissions about either party's business operations as provided
by such party.
DEBT REALIGNMENT
After the spin-off, Automotive and Packaging each will, in general, be
responsible for the debts, liabilities and obligations related to the business
or businesses that it owns and operates following completion of the corporate
restructuring transactions. See "-- Corporate Restructuring Transactions."
Tenneco's historical practice, however, has been to incur debt for its
consolidated group at the parent-company level or at a limited number of
subsidiaries, rather than at the operating-company level, and to centrally
manage various cash functions.
Accordingly, the distribution agreement will provide for the realignment of
Tenneco's debt before the spin-off. The purpose of this debt realignment is to
allocate the debt between Packaging and Automotive before the companies are
separated. The exchange offers and cash tender offers are components of this
debt realignment.
The specific goal of the debt realignment will be to reach approximately
the allocation between Packaging and Automotive of Tenneco's debt at the time of
the spin-off (after giving effect to the repurchase of subsidiary preferred
stock and payment of transaction fees and expenses) that is reflected in the
June 30, 1999 pro forma balance sheets of Packaging and Tenneco included
elsewhere in this document. See "Description of Packaging -- Unaudited Pro Forma
Combined Financial Statements of Packaging" and "Description of Tenneco After
the Spin-off/Automotive -- Unaudited Pro Forma Consolidated Financial Statements
of Tenneco." These pro forma balance sheets will also be attached to
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the distribution agreement as exhibits. Packaging and Automotive will agree in
the distribution agreement to use their respective reasonable commercial efforts
to achieve this relative allocation.
If the debt realignment and spin-off had occurred on June 30, 1999,
Packaging would have had pro forma debt for money borrowed of about $2.2 billion
and Automotive would have had pro forma debt for money borrowed of about $1.7
billion. The pro forma debt amount for Packaging does not reflect the
application of any proceeds from its planned sale of its containerboard joint
venture interest, which is not part of the debt realignment. If this sale is
completed before the spin-off, the net proceeds will be used to retire the
Tenneco debt that otherwise would be allocated to Packaging in the debt
realignment. If the sale occurs after the spin-off, the net proceeds will be
used to retire Packaging debt. See "Description of Packaging -- Unaudited Pro
Forma Combined Financial Statements of Packaging" and "Description of Tenneco
After the Spin-off/Automotive -- Unaudited Pro Forma Consolidated Financial
Statements of Tenneco."
The debt realignment is expected to be accomplished through some
combination of tender offers, exchange offers, prepayments and other
refinancings. In addition to the exchange offers described in this document,
Tenneco expects to undertake the following as part of the debt realignment: (1)
Tenneco will offer to purchase for cash approximately $ million of its
public debt (pursuant to the cash tender offers); (2) Tenneco will repay in cash
other existing non-public debt; and (3) Tenneco will repurchase outstanding
subsidiary preferred stock. These payments are expected to be financed by (a)
internally generated cash, (b) borrowings by Automotive under a new credit
facility and new subordinated debt financing be entered into by Automotive in
connection with the spin-off and (c) borrowings by Packaging under one or more
new credit facilities to be entered into by Packaging in connection with the
spin-off. See "Description of Packaging -- New Financing" and "Description of
Tenneco After the Spin-off/ Automotive -- New Financing."
Accordingly, after giving effect to the debt realignment and the spin-off,
Automotive will be responsible for all of Tenneco's existing public debt that
remains outstanding and any borrowings under the new Automotive credit facility
and subordinated debt financing described above. Packaging will be responsible
for the new securities and any borrowings under the new Packaging credit
facilities described above. Completion of the debt realignment is a condition to
Tenneco's obligation to complete the spin-off, although Tenneco may substitute
one or more different financing transactions for any of the components of the
debt realignment described above.
RELATIONSHIP BETWEEN AUTOMOTIVE AND PACKAGING AFTER THE SPIN-OFF
Below are summary descriptions of the distribution agreement and principal
ancillary agreements that Automotive and Packaging will enter into in connection
with the spin-off. These agreements are intended to facilitate the separation of
Tenneco's packaging business from its automotive business and to facilitate the
operation of each of Automotive and Packaging as separate companies.
DISTRIBUTION AGREEMENT
In addition to providing for the terms of the spin-off and the various
actions to be taken before the spin-off, the distribution agreement will contain
other provisions governing the relationship between Automotive and Packaging
before and after the spin-off.
Responsibility for Liabilities. The distribution agreement will provide
that after the spin-off date: (a) Automotive will assume, pay, perform and
discharge its allocated liabilities according to their terms, and (b) Packaging
will assume, pay, perform and discharge its allocated liabilities according to
their terms. See "-- Corporate Restructuring Transactions." The distribution
agreement will provide for cross-indemnities so that: (a) Automotive must
indemnify Packaging (and its respective subsidiaries, directors, officers,
employees and agents, and other related parties) against all losses arising out
of or in connection with Automotive's allocated liabilities or the breach of the
distribution agreement or any ancillary agreement by Automotive; and (b)
Packaging must indemnify Automotive (and its respective subsidiaries, directors,
officers, employees and agents, and other related parties) against all losses
arising out of or in
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connection with Packaging's allocated liabilities or the breach of the
distribution agreement or any ancillary agreement by Packaging.
Further Assurances. Automotive and Packaging have each agreed to use all
reasonable efforts to take all action reasonably necessary or advisable to
consummate the transactions contemplated by and carry out the purposes of the
distribution agreement.
Information Sharing. The distribution agreement will provide for the
transfer and sharing of books and records between Automotive and Packaging and
grants each party access to specified information in the other's possession,
subject to confidentiality requirements and legal privilege issues.
Intercompany Accounts. According to the distribution agreement, in general
all intercompany receivables, payables and loans between Tenneco's automotive
business, on the one hand, and its packaging business and administrative
services operations, on the other hand, will be settled, capitalized or
converted into ordinary trade obligations as of the close of business on the
spin-off date. Further, all intercompany agreements between these businesses,
other than those contemplated in connection with the spin-off, will be
terminated.
Expenses. Each of Tenneco and Packaging has agreed to pay the fees, costs
and expenses associated with the spin-off that are incurred by it before the
spin-off. Because a majority of these expenses will be incurred directly by
Tenneco, Tenneco will use a portion of the funds borrowed by Automotive and
Packaging as part of the debt realignment to fund these payments. Accordingly,
the allocation of debt described above under "-- Debt Realignment" includes
additional debt incurred to fund these fees, costs and expenses.
Directors. When the spin-off is completed, Packaging and Automotive will
share four common directors, Dana G. Mead, Paul T. Stecko, Mark Andrews and
Roger B. Porter. Each company will adopt policies and procedures for its board
of directors to limit the involvement of Messrs. Mead, Stecko, Andrews and
Porter in situations that could give rise to potential conflicts of interest,
including requesting them to abstain from voting as a director of either
Packaging or Automotive on matters which present a conflict of interest between
the companies. Tenneco and Packaging believe that the number of these conflict
situations will be minimal.
HUMAN RESOURCES AGREEMENT
The human resources agreement to be entered into between Automotive and
Packaging will govern labor, employment, compensation and benefit matters in
connection with the spin-off. Under the human resources agreement, after the
spin-off date, each of Automotive and Packaging will:
- continue employment of each of their respective retained employees,
subject to their rights to terminate employees, with the same
compensation as before the spin-off date;
- continue to honor all related existing collective bargaining agreements
in accordance with their terms;
- recognize related incumbent labor organizations, subject to their rights
to seek changes in their relationships with the organizations; and
- continue sponsorship of hourly employee benefit plans in accordance with
their terms.
Packaging will become the sponsor of the Tenneco Retirement Plan, and of
the Tenneco Thrift Plan and Tenneco Thrift Plan for Hourly Employees
(collectively the "Tenneco Thrift Plan") on the spin-off date. Automotive will
establish one or more thrift plans similar to the Tenneco Thrift Plan to which
the account balances of retained and former employees of Automotive in the
Tenneco Thrift Plan will be transferred. The benefits accrued by Automotive
employees in the Tenneco Retirement Plan will be frozen as of the last day of
the calendar month including the spin-off date, and Packaging will amend the
Tenneco Retirement Plan to provide that all benefits accrued through that day by
Automotive employees are fully vested and non-forfeitable. Generally, each of
Automotive and Packaging will retain liabilities
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with respect to benefits accrued by its current and former employees under the
Tenneco Inc. Supplemental Executive Retirement Plan and with respect to the
welfare benefits of its current and former employees and their dependents. In
addition, as of the spin-off date, participation by current and former employees
of Automotive in the Tenneco Inc. Deferred Compensation Plan will be
discontinued, and Automotive will succeed to those liabilities.
Under the human resources agreement, Tenneco will, generally, cause
outstanding restricted stock and performance share equivalent unit awards to
become fully earned and vested before the spin-off. Tenneco common stock options
held by Packaging employees will be replaced by options to purchase shares of
Packaging common stock on terms economically equivalent to the old Tenneco
options. Tenneco common stock options held by Automotive employees will be
adjusted to maintain equivalent economic terms to the options outstanding
immediately prior to the spin-off.
TAX SHARING AGREEMENT
The tax sharing agreement to be entered into between Automotive and
Packaging will provide for the allocation of tax liabilities between the parties
arising before, as a result of and after the spin-off. As a general rule,
Automotive will be liable for all taxes not specifically allocated to Packaging
under the terms of the tax sharing agreement. Generally, Packaging will be
liable for taxes imposed exclusively on Packaging and its affiliates engaged in
the packaging and administrative services businesses (the "Packaging group"). In
the case of U.S. federal income taxes imposed on the combined activities of
Automotive and the Packaging group, Packaging will generally be liable to
Automotive for federal income taxes attributable to the activities of the
Packaging group. Liability for foreign income taxes and non-income taxes will
generally be allocated to the legal entity on which the taxes are imposed. In
the case of state income taxes imposed on the combined activities of the
business groups, Packaging will generally be liable for the tax that would be
imposed if the Packaging group had filed combined returns for its group.
In general, and except as provided below, any taxes imposed on or resulting
from any or all of the spin-off, the corporate restructuring transactions and
the debt realignment ("transaction taxes") will be the responsibility of the
legal entity on which the taxes are imposed. However, if any transaction taxes
arise due to any action taken or permitted by Automotive or Packaging that is
inconsistent with any representations or warranties made in connection with the
IRS letter ruling requested and received by Tenneco in connection with the
spin-off, that entity (Automotive or Packaging) will be responsible for the
resulting tax liability. Additionally, if any transaction taxes arise under
Section 355(e) of the Internal Revenue Code of 1986, as amended (the "Code"), as
a result of a 50% ownership shift (as defined below), then the resulting
corporate tax burden will be borne by the entity (Automotive or Packaging) that
experienced the 50% ownership shift. Any income tax liability that results from
the spin-off, corporate restructuring transactions or debt realignment, but
which is not due to either a 50% ownership shift or an action that is
inconsistent with the tax treatment contemplated in the IRS letter ruling
request, will be shared equally by Automotive and Packaging.
Section 355(e) of the Code, which was enacted in 1997, generally provides
that a company that distributes shares of a subsidiary in a spin-off that is
otherwise tax-free will incur federal income tax liability if 50% or more, by
vote or value, of the capital stock of either the company making the
distribution or the spun-off subsidiary is acquired (a "50% ownership shift") by
one or more persons acting together pursuant to a plan or series of related
transactions that includes the spin-off. This provision can be triggered by
certain reorganizations involving the acquisition of the assets of the company
making the distribution or the spun-off subsidiary. There is a presumption that
any 50% ownership shift that occurs within two years before or after the
spin-off is pursuant to a plan that includes the spin-off. However, the
presumption may be rebutted by establishing that the spin-off and the
acquisitions are not part of a plan or series of related transactions.
Each of Automotive and Packaging will agree not to take or permit actions
inconsistent or partially inconsistent with the IRS letter ruling request on or
before the period ending two calendar years from the date of the spin-off,
unless the action has been consented to by the other. These agreements could
restrict the ability of Automotive or Packaging to engage in certain corporate
transactions, redeem stock, dispose
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<PAGE> 63
of assets except in the ordinary course of business or be the target of an
acquisition transaction during that period.
TRANSITION SERVICES AGREEMENT
Tenneco's administrative services operations currently provide a number of
services to Tenneco's operating units. These services include (a) financial
accounting services; (b) employee benefits administration for all major salaried
and hourly benefit plans; (c) human resources and payroll services; (d)
mainframes and distributed systems operations; (e) telecommunications and
network operations and management; (f) help desk support; and (g) disaster
recovery support. When the spin-off is complete, Tenneco's administrative
services operations will be a part of Packaging. Accordingly, Automotive and
Packaging will enter into a transition services agreement under which Packaging
will continue to provide Automotive with specified administrative services for
an initial period of years beginning on the date of the spin-off. After the
initial -year period, Automotive may elect to have Packaging continue to
provide specified services for up to additional -year periods at a price to
be negotiated by the parties. During any extension, Automotive may discontinue
using and paying for any or all of the services on 120 days notice to Packaging.
Because Automotive will retain a portion of the administrative support for
Tenneco's European operations, however, Automotive will also agree to provide
Packaging with specified administrative services for its European operations for
an initial period of six months beginning on the date of the spin-off. After the
initial six-month period, Packaging may elect to have Automotive continue to
provide specified services for up to six months on a month-to-month basis. The
price for all services will be negotiated between the parties and be based on
the full cost for the services.
INSURANCE AGREEMENT
The insurance agreement to be entered into between Automotive and Packaging
will provide for the separation and administration of existing insurance
programs and the purchase of "run-off " policies for fiduciaries and directors
and officers. In general, the insurance agreement will provide that Packaging
and Automotive will obtain coverage for the period ending in December 1996
through Tenneco's pre-existing policies. For the period between December 1996
and the spin-off, Automotive and Packaging will obtain coverage through
Tenneco's existing policies plus supplemental coverage to be purchased by
Tenneco. Tenneco also will purchase "run-off" insurance policies that remain in
effect for seven years and provide coverage for acts prior to the spin-off by
directors, officers and fiduciaries of benefit and pension plans. Packaging and
Automotive will each be responsible for administering their respective insurance
programs after the spin-off and for purchasing insurance as necessary to cover
their respective losses arising after the spin-off. The insurance agreement also
allocates responsibility for the payment of premiums and deductibles, and the
distribution of insurance proceeds.
TRADEMARK TRANSITION LICENSE AGREEMENT
After the spin-off, Automotive or one of its subsidiaries will hold the
rights to various trademarks, servicemarks, tradenames and similar intellectual
property, including rights in the marks "Tenneco," "Ten" and "Tenn" alone and in
combination with other terms and/or symbols and variations thereof
(collectively, the "Trademarks"), in the United States and throughout the world.
In connection with the spin-off, Packaging will enter into a trademark
transition license agreement with Automotive. Under this agreement, Automotive
or one of its subsidiaries will grant to Packaging and its subsidiaries a
limited, royalty-free license to use the Trademarks with respect to packaging
businesses, subject to quality standards and other conditions. The license will
expire (1) 60 days after the spin-off, with respect to the use of the Trademarks
in corporate names, (2) 9 months after the spin-off, with respect to stationery
and similar supplies in inventory and (3) 18 months after the spin-off, with
respect to signage.
CONDITIONS TO THE SPIN-OFF
The spin-off is conditioned on, among other things, formal declaration of
the spin-off by the Tenneco Board of Directors. Other conditions to the spin-off
will include:
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<PAGE> 64
- execution and delivery of the ancillary agreements and completion of
various pre-spin-off transactions, such as the corporate restructuring
transactions and the debt realignment;
- a determination to the effect that for federal income tax purposes, (1)
the spin-off will be tax-free to Tenneco and its stockholders under
Section 355(a) and Section 361(c)(1) of the Code, and (2) specified
internal restructuring transactions involving Tenneco or its subsidiaries
to be effected by the corporate restructuring transactions will also be
tax-free (Tenneco received an IRS letter ruling to that effect on August
20, 1999);
- approval for listing on the NYSE of the Packaging common stock;
- registration of the Packaging common stock under the Exchange Act;
- receipt of all material consents to the corporate restructuring
transactions, the spin-off and transactions contemplated in the
distribution agreement; and
- the absence of any prohibition of the spin-off by any law or governmental
authority.
Even if all the conditions to the spin-off are satisfied, Tenneco has
reserved the right to amend or terminate the distribution agreement and the
related transactions before the spin-off. The Tenneco board of directors has not
attempted to identify or establish objective criteria for evaluating the
particular types of events or conditions that would cause the Tenneco Board of
Directors to consider amending or terminating the spin-off. See "-- Relationship
Between Automotive and Packaging After the Spin-off -- Distribution Agreement."
Although the conditions described above may be waived by Tenneco to the extent
permitted by law, the Tenneco board of directors presently has no intention to
proceed with the spin-off unless each of these conditions is satisfied.
AMENDMENT OR TERMINATION OF THE DISTRIBUTION AGREEMENT
Before the spin-off, the distribution agreement may be amended or
terminated by Tenneco in its discretion. After the spin-off, the distribution
agreement may be amended or terminated only by a written agreement signed by
Automotive and Packaging. Some amendments or terminations after the spin-off
will also require the consent of third-party beneficiaries to the extent that
the distribution agreement has expressly guaranteed them rights.
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<PAGE> 65
DESCRIPTION OF PACKAGING
GENERAL
Packaging is a global supplier of specialty packaging and consumer products
with 1998 revenues of approximately $2.8 billion. Packaging operates 89
manufacturing facilities throughout the world and employs over 15,000 people.
Packaging is currently owned by Tenneco and will be an independent, publicly
traded company upon completion of the spin-off. See "The Spin-off."
CAPITALIZATION
The following table sets forth the unaudited historical capitalization of
Packaging as of June 30, 1999, and unaudited pro forma capitalization of
Packaging as of June 30, 1999, after giving effect to the debt realignment and
the spin-off and related transactions, each as if they occurred on that date.
The pro forma capitalization reflects debt allocated to Packaging in the debt
realignment before application of any proceeds from Packaging's planned sale of
its remaining interest in its containerboard joint venture. You should read this
table in conjunction with the "Combined Financial Statements of The Businesses
of Tenneco Packaging" and related notes, the "Unaudited Pro Forma Combined
Financial Statements of Packaging" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Packaging, each contained
elsewhere in this document.
<TABLE>
<CAPTION>
PACKAGING
------------------------
JUNE 30, 1999
------------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Allocated from Tenneco.................................... $ 358(a) $ --
Borrowings under new Packaging credit facilities.......... -- 1,187
Other..................................................... 9 9
------ ------
367 1,196(b)
------ ------
Long-term debt:
Allocated from Tenneco.................................... 1,474(a) --
New securities............................................ -- 980(c)
Other..................................................... 20 20
------ ------
1,494 1,000(b)
------ ------
Total debt.................................................. 1,861 2,196(b)
------ ------
Minority interest........................................... 14 14
------ ------
Common stock................................................ -- 2
Paid-in capital............................................. -- 1,284
Retained earnings........................................... -- --
Combined equity............................................. 1,340 --
------ ------
Total equity......................................... 1,340 1,286
------ ------
Total capitalization........................................ $3,215 $3,496
====== ======
</TABLE>
- -------------------------
(a) Represents debt allocated to Packaging from Tenneco based on the portion of
Tenneco's investment in Packaging which Tenneco deemed to be debt. This
allocation is generally based on the ratio of Packaging's net assets to
Tenneco's consolidated net assets plus debt. Tenneco's historical practice
has been to incur debt for its consolidated group at the parent company
level or at a limited number of subsidiaries, rather than at the operating
company level, and to centrally manage various cash functions. Management
believes that the historical allocation of corporate debt is reasonable.
This historical allocation, however, is not indicative of the total amount
of debt that Packaging will have upon completion of the debt realignment, or
of the debt that may be incurred by Packaging as a separate public entity.
(b) Represents debt allocated to Packaging in the debt realignment before
application of any proceeds from Packaging's planned sale of its remaining
interest in its containerboard joint venture. Packaging expects the sale to
be completed before the spin-off, with the net proceeds used to retire the
Tenneco debt that would otherwise be allocated to Packaging in the debt
realignment. If the sale occurs after the spin-off, the net proceeds will be
used to retire Packaging debt.
(c) Represents the $ million aggregate principal amount of new securities
assumed to be exchanged pursuant to the exchange offers, which will be
recorded based on the net carrying amount of the original securities upon
consummation of the exchange offers. At this time, Packaging and Tenneco
cannot determine the ultimate amount of original securities that will be
exchanged, and that amount could vary significantly. The pro forma
capitalization assumes that 100% of the original securities are tendered
before the early exchange time and exchanged for new securities in the
exchange offers and that such new securities are not "substantially
different" from the original securities. See "Accounting Treatment for the
Exchange Offers."
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<PAGE> 66
NEW FINANCING
In connection with the spin-off, Packaging intends to enter into the
following credit facilities: (1) a $750 million long-term revolving senior
credit facility; (2) a $250 million 364-day revolving senior credit facility,
and (3) possibly, a $1.5 billion term loan facility. Definitive agreements for
these facilities are being negotiated and have not been completed. Accordingly,
the terms of such arrangements are preliminary and may change as a result of the
negotiation of definitive agreements.
Initial borrowings under one or more of these facilities are expected to
occur on or shortly before the spin-off. See "The Spin-off -- Debt Realignment"
for a description of how Packaging intends to use the proceeds of the initial
borrowings.
$750 MILLION LONG-TERM SENIOR REVOLVING CREDIT FACILITY
Packaging expects to enter into a senior credit facility with a syndicate,
or group, of banks and other financial institutions. This facility is expected
to be a revolving credit facility of up to $750 million, which will terminate in
September 2004. Part of the total facility will be a swingline facility of up to
$50 million, from only one lender in the group, which will provide for
borrowings to be made on shorter notice than for the other loans.
The proceeds of the loans made under this facility will be used by
Packaging for refinancing existing indebtedness of Tenneco or its subsidiaries,
including Packaging, as part of the debt realignment, for working capital and
for other general corporate purposes.
Maturity. Packaging expects this senior credit facility to provide that all
amounts outstanding at the termination of the facility, which will be five years
after its signing date, will become due then. Prior to that date, funds may be
borrowed, repaid, and reborrowed, without premium or penalty.
Covenants. Packaging expects this facility will require it to maintain
compliance with the following financial tests:
- minimum interest coverage ratio, which is the ratio of consolidated
earnings before interest expense, income taxes, minority interest,
depreciation and amortization ("EBITDA") to consolidated cash interest
expense, for a given four-quarter period; and
- maximum total debt to EBITDA ratio, which is the ratio of Packaging's
indebtedness, less certain exclusions, to EBITDA, for a given
four-quarter period.
Packaging also expects that the senior credit facility will impose
prohibitions or limitations that are customary for similar facilities and
transactions, including, among other things, on Packaging's ability to incur
specified liens, incur subsidiary indebtedness and guarantee obligations,
dispose of all or substantially all of its assets, and discontinue its primary
businesses.
Interest. At Packaging's option, borrowings under this facility, except for
competitive bid loans and swingline facility loans, are expected to bear
interest at a floating rate based on LIBOR, adjusted for reserve requirements,
plus a specified margin or based on a specified prime or reference rate plus a
specified margin.
Each competitive bid loan is expected to bear interest at the rate quoted
in the respective bid. Each swingline loan is expected to bear interest at a
rate based on the higher of a specified prime or reference rate and the federal
funds rate plus an applicable margin.
$250 MILLION 364 DAY SENIOR REVOLVING CREDIT FACILITY
Packaging expects to enter into an additional revolving credit facility of
up to $250 million.
Packaging expects this senior credit facility to terminate in September
2000, 364 days after its signing date, and all amounts outstanding at
termination to become due then.
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<PAGE> 67
Packaging expects that initial borrowings will occur under this facility at
the same time as under Packaging's $750 million Long Term Senior Revolving
Facility described above (the "Long-Term Facility") or thereafter during its
term, and that proceeds of the loans will be used for the same purposes as the
Long-Term Facility.
Packaging also expects that the financial tests, prohibitions and
limitations, interest rates and other material terms of this facility will be
the same as for the Long-Term Facility.
$1.5 BILLION TERM LOAN FACILITY
A lender has committed to provide Packaging up to $1.5 billion of term loan
financing which Packaging intends to use in the event it does not sell its
containerboard joint venture interest before the spin-off for general corporate
and other purposes. Although the terms of this financing have not been
finalized, Packaging expects that borrowings under this facility would be due 18
months after funding and bear interest at a floating rate based on LIBOR,
adjusted for reserve requirements, plus a specified margin or based on a
specified prime or reference rate plus a specific margin, at Packaging's option.
Packaging expects this financing would include covenants similar to those
described above for the revolving credit facilities.
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<PAGE> 68
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF PACKAGING
The following Unaudited Pro Forma Combined Balance Sheet of Packaging as of
June 30, 1999, and the Unaudited Pro Forma Combined Statements of Income for the
six months ended June 30, 1999 and the year ended December 31, 1998, reflect the
effects of:
- the debt realignment; and
- the spin-off of Packaging and the related transactions.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if
these transactions occurred on June 30, 1999; the Unaudited Pro Forma Combined
Statements of Income have been prepared as if these transactions occurred as of
January 1, 1998. The Unaudited Pro Forma Combined Financial Statements are not
necessarily indicative of the results that would have actually occurred if these
transactions had been consummated as of June 30, 1999 or January 1, 1998, or
results which may be attained in the future.
The Unaudited Pro Forma Combined Financial Statements were derived from the
historical Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document. Net assets included in these historical
financial statements that are not already owned directly or indirectly by
Packaging will be transferred to Packaging before the spin-off as part of the
corporate restructuring transactions. The accounting for the transfer of assets
and liabilities pursuant to the corporate restructuring transactions represents
a reorganization of companies under common control and, accordingly, all assets
and liabilities are reflected at their historical cost in Packaging's historical
combined financial statements.
The pro forma adjustments, as described in the Notes to the Unaudited Pro
Forma Combined Financial Statements, are based upon available information and
upon certain assumptions that management believes are reasonable. Packaging's
pro forma debt and interest expense balances do not give effect to the
application of any proceeds from Packaging's planned sale of its remaining
interest in the joint venture. Packaging expects the sale to be completed before
the spin-off, with the net proceeds used to retire the Tenneco debt that would
otherwise be allocated to Packaging in the debt realignment. If the sale does
not occur before the spin-off, the net proceeds will be used to retire Packaging
debt. You should also read the Combined Financial Statements of The Businesses
of Tenneco Packaging, and related notes, included elsewhere in this document.
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<PAGE> 69
PACKAGING
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1999
(IN MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
ASSETS ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and temporary cash
investments............................................. $ 18 $ -- $ -- $ 18
Receivables............................................... 375 -- 119(b) 494
Inventories............................................... 447 -- -- 447
Prepayments and other..................................... 72 -- -- 72
------ ------ ------- ------
Total current assets.................................. 912 -- 119 1,031
Plant, property, and equipment, net......................... 1,495 -- -- 1,495
Goodwill and intangibles, net............................... 1,028 -- -- 1,028
Other assets and deferred charges........................... 918 59(a) 85(c) 1,062
Net assets of discontinued
operations................................................ 133 -- -- 133
------ ------ ------- ------
Total assets.......................................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt........................................... $ 367 $ 829(a) $ -- $1,196(e)
Trade payables............................................ 357 -- -- 357
Other current liabilities................................. 336 -- -- 336
------ ------ ------- ------
Total current liabilities............................. 1,060 829 -- 1,889
Long-term debt.............................................. 1,494 (494)(a) -- 1,000(e)
Deferred income taxes....................................... 380 (52)(a) 34(c) 362
Other liabilities and deferred credits...................... 198 -- -- 198
Minority interest........................................... 14 -- -- 14
Equity:
Combined equity........................................... 1,340 (224)(a) 119(b) --
51(c)
(1,286)(d)
Common stock.............................................. -- -- 2(d) 2
Paid-in capital........................................... -- -- 1,284(d) 1,284
Retained earnings......................................... -- -- --(d) --
------ ------ ------- ------
Total liabilities and equity.......................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
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<PAGE> 70
PACKAGING
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 1999
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
--------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues.......... $ 1,404 $-- $-- $ 1,404
Other income, net......................... (18) -- -- (18)
------------ --- --- ------------
1,386 -- -- 1,386
------------ --- --- ------------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
shown below)........................... 924 -- -- 924
Engineering, research, and development.... 18 -- -- 18
Selling, general, and administrative...... 206 -- (3)(c) 203
Depreciation and amortization............. 94 -- -- 94
------------ --- --- ------------
1,242 -- (3) 1,239
------------ --- --- ------------
INCOME BEFORE INTEREST EXPENSE, INCOME
TAXES, AND MINORITY INTEREST.............. 144 -- 3 147
Interest expense............................ 68 12(f) -- 80(e)(f)
Income tax expense.......................... 24 (5)(g) 1(g) 20
Minority interest........................... -- -- -- --
------------ --- --- ------------
INCOME FROM CONTINUING OPERATIONS........... $ 52 $(7) $ 2 $ 47(e)
============ === === ============
EARNINGS PER SHARE
Average shares of common stock --
Basic................................ 166,937,362 166,937,362
Diluted.............................. 167,319,412 167,319,412
Income from continuing operations
Basic................................ $ .31 $ .28
Diluted.............................. $ .31 $ .28
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
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<PAGE> 71
PACKAGING
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
---------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues..... $ 2,791 $ -- $ -- $ 2,791
Other income, net.................... (3) -- -- (3)
------------ ---- ---- ------------
2,788 -- -- 2,788
------------ ---- ---- ------------
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)......... 1,870 -- -- 1,870
Engineering, research, and
development....................... 33 -- -- 33
Selling, general, and
administrative.................... 427 -- (5)(c) 422
Depreciation and amortization........ 175 -- -- 175
------------ ---- ---- ------------
2,505 -- (5) 2,500
------------ ---- ---- ------------
INCOME BEFORE INTEREST EXPENSE, INCOME
TAXES, AND MINORITY INTEREST......... 283 -- 5 288
Interest expense....................... 133 27(f) -- 160(e)(f)
Income tax expense..................... 67 (11)(g) 2(g) 58
Minority interest...................... 1 -- -- 1
------------ ---- ---- ------------
INCOME FROM CONTINUING OPERATIONS...... $ 82 $(16) $ 3 $ 69(e)
============ ==== ==== ============
EARNINGS PER SHARE
Average shares of common stock --
Basic........................... 168,505,573 168,505,573
Diluted......................... 168,834,531 168,834,531
Income from continuing operations --
Basic........................... $ .49 $ .41
Diluted......................... $ .49 $ .41
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
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<PAGE> 72
PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS
(a) To reflect debt allocated to Packaging in the debt realignment. The
adjustment to equity reflects the net impact of the debt realignment, the
recording of debt issue costs and deferred income taxes related to the
exchange offers and other transaction costs. Pro forma long-term debt
includes $980 million of new securities ($ million aggregate principal
amount) assumed to be exchanged in the exchange offers, and $20 million of
long-term debt of Packaging subsidiaries. Pro forma short-term debt includes
$1,187 million borrowed under Packaging's new credit facilities to be
entered into as part of this debt realignment and $9 million of short-term
debt of Packaging subsidiaries. At this time, Packaging and Tenneco cannot
determine the ultimate amount of the original securities which will be
exchanged into new securities, and this amount could vary significantly.
These pro forma adjustments assume that 100% of the original securities
subject to the exchange offers will be tendered before the early exchange
time and exchanged for new securities and the new securities will be
recorded at the net carrying amount of the original securities (in other
words, the new securities are assumed not to be "substantially different;"
see "Accounting Treatment of the Exchange Offers"). The results of the
exchange offers could vary based on a number of factors, including the
timing and level of acceptance of the exchange offers, the interest rate of
the exchanged securities and whether the exchanges will be considered
extinguishments for accounting purposes. Based on current interest rate
markets, Packaging expects that the exchange offers will not be
extinguishments for accounting purposes. Therefore, Packaging does not
expect to recognize an extraordinary loss attributable to the debt exchange.
Other costs, including transaction costs related to the spin-off and
contractual employment obligations, are expected to be incurred by Packaging
in connection with the corporate restructuring transactions and the spin-off
which Packaging estimates will be approximately $70 million after-tax. The
effects on Packaging's debt of these costs has been reflected in this pro
forma adjustment. However, these charges have not been included in the
unaudited pro forma combined statement of income.
(b) To reflect the purchase of Packaging accounts receivable at fair value which
had previously been sold to a third party.
(c) To reflect the transfer to Packaging of prepaid pension costs attributable
to Automotive employees and the corresponding reduction in net periodic
pension costs and the increase in prepaid pension cost attributable to the
curtailment of the pension benefits related to Automotive employees.
Automotive employees will no longer participate in the Tenneco Retirement
Plan following the spin-off and Packaging will become the sponsor of this
plan. These prepaid pension costs will be transferred to Packaging in
connection with the corporate restructuring transactions. Packaging
estimates that a curtailment gain of approximately $30 million will be
recognized relating to the freezing of Automotive employees' pension
benefits in connection with the spin-off. This gain has not been included in
the unaudited pro forma combined statements of income.
(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.
(e) The Packaging pro forma debt balances do not give effect to the application
of any proceeds from the planned sale of Packaging's remaining interest in
Packaging's containerboard joint venture. Packaging expects the sale to be
completed before the spin-off, with the proceeds used to repay the Tenneco
debt that would otherwise be allocated to Packaging in the debt realignment.
If the sale occurs after the spin-off, the net proceeds will be used to
retire Packaging debt. Estimated proceeds ranging from $ to
$ are anticipated to be received from the sale of Packaging's
remaining interest in its containerboard joint venture. For each $50 million
of after-tax proceeds received from the sale, pro forma interest expense
would be reduced by approximately $3 million on an annual basis and pro
forma income from continuing operations would be increased by approximately
$2 million on an annual basis, or $0.01 per diluted common share.
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<PAGE> 73
PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(f) To reflect the adjustment to interest expense from the allocation of Tenneco
debt to Packaging in the debt realignment as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1999 1998
---------------- ------------
(IN MILLIONS)
<S> <C> <C>
Interest expense on historical debt(1)....... $(68) $(133)
Interest expense on the new securities(2).... 39 78
Interest expense on Packaging's new credit
facilities(3).............................. 37 75
Amortization of debt financing costs(4)...... 4 7
---- -----
Adjustment to interest expense............... $ 12 $ 27
==== =====
</TABLE>
------------------------
(1) Weighted average outstanding debt and average annual effective
interest rates were $1,836 million and 7.3% for the six months
ended June 30, 1999, and $1,900 million and 7.0% for the year ended
December 31, 1998.
(2) Weighted average outstanding debt and average annual effective
interest rate for the new securities were assumed to be
approximately $980 million and 7 3/4% for the six months ended June
30, 1999 and the year ended December 31, 1998.
(3) Weighted average outstanding debt and average annual effective rate
for Packaging's new credit facilities were assumed to be $1,187
million and 6 1/4% for the six months ended June 30, 1999 and the
year ended December 31, 1998.
(4) Represents the amortization of deferred debt financing costs.
A 1/8% change in the assumed interest rates would change annual pro forma
interest expense by approximately $3 million, before the effect of income
taxes.
(g) To reflect the income tax expense effects of pro forma adjustments at an
assumed statutory tax rate of 40%.
72
<PAGE> 74
SUPPLEMENTAL FINANCIAL INFORMATION OF PACKAGING
RESULTS OF OPERATIONS
Packaging's historical and pro forma earnings before interest expense,
income taxes, and minority interest ("EBIT") are shown in the following table:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
Historical EBIT............................................. $283 $144
Pro forma EBIT.............................................. $288 $147
</TABLE>
These historical and pro forma results include certain items that Packaging
believes require additional explanation. These items include costs which Tenneco
incurred at the corporate level but did not fully allocate to its operating
divisions, such as administrative services, corporate overhead, and costs
related to Tenneco's operation as a public company. Because these functions will
become part of Packaging following the spin-off, these costs have been included
in Packaging's historical and pro forma EBIT. These items also included a
restructuring charge recorded in the fourth quarter of 1998. The following
information discusses these items in detail and their financial impact on
Packaging's EBIT.
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
- Restructuring charge -- Packaging recorded a
restructuring charge in the fourth quarter of 1998
designed to reduce administrative and operational
costs. Refer to Note 4, "Restructuring and Other
Charges," on page F-14 of The Combined Financial
Statements of the Businesses of Tenneco Packaging for
further information.................................. $32 $29
- Restructuring savings -- The portion of the
restructuring plan designed to reduce operational
costs is expected to result in lower costs of sales.
See "Restructuring and Other Charges" in Packaging's
Management's Discussion and Analysis for a discussion
of expected savings from restructuring............... $13 $ 6
- Corporate overhead reductions -- Packaging's smaller,
less complex corporate structure is expected to
result in corporate overhead costs that are lower by
approximately $12 million than Tenneco incurred
historically. Also, Packaging's EBIT includes costs
associated with Tenneco's administrative services
operations. Although the administrative services
operations provide a number of services to Tenneco's
operating units, some of these corporate level costs
were not previously allocated to Tenneco's operating
segments. Had all the administrative services
operations costs been allocated based on a usage
charge, Packaging estimates that approximately $28
million would have been billed to Automotive. See
page F-11, "General and Administrative Expenses" in
Note 3 to the Combined Financial Statements of the
Businesses of Tenneco Packaging...................... $40 $20
</TABLE>
73
<PAGE> 75
COMBINED SELECTED FINANCIAL DATA OF PACKAGING
The following combined selected financial data as of December 31, 1998 and
1997, and for the years ended December 31, 1998, 1997, and 1996, were derived
from the audited Combined Financial Statements of The Businesses of Tenneco
Packaging. The following combined selected financial data as of December 31,
1996, 1995, and 1994, and for the years ended December 31, 1995 and 1994, are
unaudited and were derived from Tenneco's accounting records. The following
combined selected financial data as of and for each of the six months ended June
30, 1999 and 1998 were derived from the unaudited Combined Financial Statements
of The Businesses of Tenneco Packaging.
In the opinion of Packaging's management, the combined selected financial
data of Packaging as of December 31, 1996, 1995, and 1994, and for the years
ended December 31, 1995 and 1994, and as of and for the six months ended June
30, 1999 and 1998, include all adjusting entries, consisting only of normal
recurring adjustments, necessary to present fairly the information set forth.
You should not regard the results of operations for the six months ended June
30, 1999 as indicative of the results that may be expected for the full year.
There is other information Packaging believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead incurred by Tenneco and its administrative services
operations that Packaging expects will differ following the spin-off. For
further information you should see "Supplemental Financial Information of
Packaging" included elsewhere in this document.
You should read all of this information in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of
Packaging and the Combined Financial Statements of The Businesses of Tenneco
Packaging, and related notes, included elsewhere in this document.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
1998(a) 1997(a) 1996(a) 1995 1994
------- ------- ------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 2,785 $ 2,553 $ 1,987 $ 845 $ 636
Other................. 6 10 -- -- --
------------ ------------ ------------ ------------ ------------
Total............... $ 2,791 $ 2,563 $ 1,987 $ 845 $ 636
============ ============ ============ ============ ============
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 328 $ 308 $ 249 $ 39 $ 68
Other(c).............. (45) (2) (15) (6) 17
------------ ------------ ------------ ------------ ------------
Total............... 283 306 234 33 85
Interest expense(d)....... 133 124 102 91 48
Income tax expense
(benefit)............... 67 75 67 (3) 19
Minority interest......... 1 1 -- -- --
------------ ------------ ------------ ------------ ------------
Income (loss) from
continuing operations... 82 106 65 (55) 18
Income (loss) from
discontinued operations,
net of income tax(e).... 57 21 71 224 75
Extraordinary loss, net of
income tax(f)........... -- -- (2) -- --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... -- (38) -- -- --
------------ ------------ ------------ ------------ ------------
Net income (loss)......... $ 139 $ 89 $ 134 $ 169 $ 93
============ ============ ============ ============ ============
(continued on next page)
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------------
1999(a) 1998(a)
------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
STATEMENTS OF INCOME
DATA(b):
Net sales and operating
revenues --
Specialty............. $ 1,404 $ 1,361
Other................. -- 10
------------ ------------
Total............... $ 1,404 $ 1,371
============ ============
Income from continuing
operations before
interest expense, income
taxes, and minority
interest --
Specialty............. $ 190 $ 175
Other(c).............. (46) (2)
------------ ------------
Total............... 144 173
Interest expense(d)....... 68 67
Income tax expense
(benefit)............... 24 37
Minority interest......... -- --
------------ ------------
Income (loss) from
continuing operations... 52 69
Income (loss) from
discontinued operations,
net of income tax(e).... (163) 37
Extraordinary loss, net of
income tax(f)........... (7) --
Cumulative effect of
changes in accounting
principles, net of
income tax(g)........... (32) --
------------ ------------
Net income (loss)......... $ (150) $ 106
============ ============
</TABLE>
74
<PAGE> 76
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
1998(a) 1997(a) 1996(a) 1995 1994
------- ------- ------- ---- ----
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Average number of shares of
common stock
outstanding(h) --
Basic..................... 168,505,573 170,264,731 169,609,373 172,764,198 162,307,189
Diluted................... 168,834,531 170,801,636 170,526,112 173,511,654 162,912,425
Earnings (loss) per average
share of common
stock(h) --
Basic:
Continuing operations... $ .49 $ .63 $ .38 $ (.32) $ .11
Discontinued
operations(e)......... .34 .12 .42 1.30 .46
Extraordinary loss(f)... -- -- (.01) -- --
Cumulative effect of
changes in accounting
principles(g)......... -- (.23) -- -- --
------------ ------------ ------------ ------------ ------------
$ .83 $ .52 $ .79 $ .98 $ .57
============ ============ ============ ============ ============
Diluted:
Continuing operations... $ .49 $ .63 $ .38 $ (.32) $ .11
Discontinued
operations(e)......... .34 .12 .42 1.29 .46
Extraordinary loss(f)... -- -- (.01) -- --
Cumulative effect of
changes in accounting
principles(g)......... -- (.23) -- -- --
------------ ------------ ------------ ------------ ------------
$ .83 $ .52 $ .79 $ .97 $ .57
============ ============ ============ ============ ============
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 366 $ 423 $ 459 $ 393 $ 236
Total assets.............. 4,798 4,618 4,028 3,358 1,630
Short-term debt(d)........ 595 158 123 205 49
Long-term debt(d)......... 1,312 1,492 1,073 880 478
Debt allocated to
discontinued
operations(d)........... 548 473 394 369 285
Minority interest......... 14 15 -- -- --
Combined equity........... 1,776 1,839 1,843 1,531 703
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities.............. $ 577 $ 405 $ 263 $ 479 $ 283
Net cash provided (used)
by investing
activities.............. (514) (654) (669) (1,791) (146)
Net cash provided (used)
by financing
activities.............. (67) 239 399 1,327 (142)
Capital expenditures for
continuing operations... (194) (229) (216) (265) (134)
OTHER DATA:
EBITDA(i)................. $ 458 $ 469 $ 365 $ 78 $ 121
Ratio of earnings to fixed
charges(j).............. 1.99 2.31 2.15 NM 1.72
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------------
1999(a) 1998(a)
------- -------
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Average number of shares of
common stock
outstanding(h) --
Basic..................... 166,937,362 169,341,555
Diluted................... 167,319,412 169,936,676
Earnings (loss) per average
share of common
stock(h) --
Basic:
Continuing operations... $ .31 $ .41
Discontinued
operations(e)......... (.98) .22
Extraordinary loss(f)... (.04) --
Cumulative effect of
changes in accounting
principles(g)......... (.19) --
------------ ------------
$ (.90) $ .63
============ ============
Diluted:
Continuing operations... $ .31 $ .41
Discontinued
operations(e)......... (.98) .22
Extraordinary loss(f)... (.04) --
Cumulative effect of
changes in accounting
principles(g)......... (.19) --
------------ ------------
$ (.90) $ .63
============ ============
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(e)........... $ 133 $ 382
Total assets.............. 4,486 4,788
Short-term debt(d)........ 367 335
Long-term debt(d)......... 1,494 1,488
Debt allocated to
discontinued
operations(d)........... -- 479
Minority interest......... 14 15
Combined equity........... 1,340 1,829
STATEMENT OF CASH FLOWS
DATA(b):
Net cash provided (used)
by operating
activities.............. $ (45) $ 288
Net cash provided (used)
by investing
activities.............. (866) (221)
Net cash provided (used)
by financing
activities.............. 920 (66)
Capital expenditures for
continuing operations... (75) (101)
OTHER DATA:
EBITDA(i)................. $ 238 $ 261
Ratio of earnings to fixed
charges(j).............. 2.00 2.45
</TABLE>
- -------------------------
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended December 31, 1998, 1997, and 1996,
and for the six months ended June 30, 1999 and 1998, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Packaging" included elsewhere in this document.
(b) During the periods presented, Packaging completed numerous acquisitions, the
most significant of which were the acquisitions of Mobil Plastics for $1.3
billion in late 1995, Amoco Foam Products for $310 million in August 1996,
and the protective and flexible packaging business of N.V. Koninklijke KNP
BT for $380 million in April 1997. See Note 6 to the Combined Financial
Statements of The Businesses of Tenneco Packaging. See also, "Description of
Packaging -- Growth Strategy" and "Description of Packaging -- Management's
Discussion and Analysis of Financial Condition and Results of Operations."
(c) Income from continuing operations before interest expense, income taxes and
minority interest for "Other" includes costs which were incurred by
Tenneco's corporate and administrative services operations which were not
allocated to Tenneco's operating segments. Because these functions will be a
part of Packaging upon the spin-off, they are included in Packaging's
historical
(continued on next page)
75
<PAGE> 77
combined financial statements. Packaging expects its costs for these
functions will differ following the spin-off. See "Supplemental Financial
Information of Packaging" included elsewhere in this document for further
information.
(d) Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, historical amounts include debt
and related interest expense allocated to Packaging from Tenneco based on
the portion of Tenneco's investment in Packaging which Tenneco deemed to be
debt. This allocation is generally based upon the ratio of Packaging's net
assets to Tenneco's consolidated net assets plus debt. An allocation of debt
and its related interest expense has also been made to Packaging's
discontinued operations based on the ratio of the discontinued operations'
net assets to Packaging's combined net assets plus debt. Management believes
that the historical allocation of corporate debt and interest expense is
reasonable. This historical allocation is not, however, indicative of the
total amount of debt that Packaging will have upon completion of the debt
realignment or of the debt and interest that may be incurred by Packaging as
a separate public entity. See the Combined Financial Statements of The
Businesses of Tenneco Packaging included elsewhere in this document.
(e) Discontinued operations for the periods presented consist of Packaging's
paperboard packaging segment, which was discontinued in June 1999 following
the decision to sell Packaging's remaining interest in Packaging's
containerboard joint venture. Loss from discontinued operations for the six
months ended June 30, 1999 included an after-tax loss of $178 million, or
$1.07 per diluted common share, resulting from the contribution of
Packaging's containerboard assets to the joint venture. See Note 7 to the
Combined Financial Statements of the Businesses of Tenneco Packaging
included elsewhere in this document.
(f) Represents Packaging's costs related to prepayment of debt. See Note 7 to
the Combined Financial Statements of The Businesses of Tenneco Packaging
included elsewhere in this document.
(g) In 1999, Packaging implemented the American Institute of Certified Public
Accountants Statement of Position No. 98-5, "Reporting on the Costs of
Start-Up Activities." In 1997, Packaging implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue No. 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." See Note 3 to the Combined Financial Statements of The
Businesses of Tenneco Packaging included elsewhere in this document for
additional information regarding changes in accounting principles.
(h) In the spin-off, Tenneco stockholders will receive one share of Packaging
common stock for each share of Tenneco common stock outstanding.
Accordingly, basic and diluted earnings per share for Packaging were
calculated using Tenneco's historical weighted average shares outstanding
and weighted average shares outstanding adjusted to include estimates of
additional shares that would be issued if potentially dilutive common shares
had been issued, respectively.
(i) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the Combined Statements of Income of The Businesses of
Tenneco Packaging included elsewhere in this document. EBITDA should not be
considered as an alternative to net income or operating income as an
indicator of the operating performance of Packaging, or as an alternative to
operating cash flows as a measure of liquidity. Packaging has reported
EBITDA because it believes EBITDA is a measure commonly reported and widely
used by investors and other interested parties as an indicator of a
company's ability to incur and service debt. Packaging believes EBITDA
assists investors in comparing a company's performance on a consistent basis
without regard to depreciation and amortization, which can vary
significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors. However, the EBITDA
measure presented in this document may not always be comparable to similarly
titled measures reported by other companies due to differences in the
components of the calculation.
(j) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. The historical ratios are based upon the amount of
interest expense on corporate debt allocated to Packaging by Tenneco as
discussed in (d) above. For the year ended December 31, 1995, earnings were
inadequate to cover fixed charges by $59 million.
76
<PAGE> 78
INDUSTRY OVERVIEW AND KEY TERMS
Many of the markets Packaging serves are growing faster than the overall
United States gross domestic product. Most of our revenue comes from products
made from different types of plastics, with the balance coming from paper and
aluminum products. According to A.C. Neilsen, the unit volume growth trend as of
June 12, 1999 for the zippered food storage bag market is 6% per year.
Additionally, unit volume in the market for foam disposable foodservice
packaging is projected to grow 6-7% annually for the next five years, according
to a study prepared by a market research group. Several markets within the
protective packaging industry are growing 6-8% per year in sales according to
U.S. Industry and Trade Outlook '99.
Specialty packaging is an industry term which generally refers to packaging
used by commercial customers that is designed and manufactured for a specific
application or product. Examples include:
- rigid, clear plastic containers used in supermarkets to display bakery
goods;
- sponge-like foam plastic packaging used to cushion and protect computers,
TVs and stereos; and
- flexible plastic bags used for sterile intravenous fluid delivery.
The specialty packaging industry may be divided into sub-categories based on the
characteristics of the packaging, the industry in which the packaging is used,
or the primary function of the packaging. Examples include flexible packaging,
foodservice packaging and protective packaging. Individual packaging products
may fall into more than one sub-category of specialty packaging.
Protective packaging is the industry term used to describe specialty
packaging that satisfies the protection and transportation needs of commercial
customers. Protective packaging is designed and manufactured to ensure the
integrity and safety of the customer's product from the point it leaves the
manufacturing floor until it reaches its final destination. Flexible packaging
is an industry term used to describe the sub-category of specialty packaging for
customers whose products or distribution channels require a custom-designed
flexible plastic package. Food/foodservice packaging describes specialty
packaging designed and manufactured for customers in the food industry. This
includes customers who process and prepare food for consumption, known as food
packers and processors. It also includes other customers in the food
distribution channel such as wholesalers and supermarkets.
Specialty packaging generally is constructed from plastic or paper which is
engineered, designed and manufactured to meet the customer's specific need in a
particular product or application. The basic raw materials used to make plastic
specialty packaging are different types of plastics obtained from chemical
companies, often in pelletized form, known as plastic resins. Plastic resins
come in three general forms based on their chemical composition: polyolefins,
polystyrenes and polyvinyl chloride. Polyolefins include polyethylene and
polypropylene.
The plastic resins are subjected to various manufacturing processes that
result in intermediate forms of the plastic. It may be solid or a sponge-like
material called foam. Depending on its thickness, the material may be called
film, sheet or plank.
The plastic films, sheets and planks are then combined, shaped and cut to
produce different specialty packaging:
- polypropylene medical bags -- layered plastic films combined to produce
plastic bags that hold fluid for intravenous delivery;
- printed barrier films -- flexible printed packaging designed to protect a
wide range of products from chemicals to foods;
- modified atmosphere packaging -- packaging that is principally used with
foods to preserve freshness and designed to protect the contents from
penetration by oxygen;
- foam containers -- lightweight containers designed to package individual
servings of food, often in the fast-food, take-out food, or other
foodservice context;
77
<PAGE> 79
- engineered foam plank and foam sheet -- packaging material of different
shapes and thicknesses designed to protect and cushion goods, primarily
while in transit;
- polyethylene stretch film -- strong, puncture-resistant packaging used to
contain and protect goods for transportation, often used to secure
individual goods on pallets; and
- polyolefin foam -- foam packaging that is stronger and more resilient
than conventional plastic foam, may be formed into a soft, rubber-like
material that is flexible, elastic and resilient.
- converted protective packaging -- packaging designed and configured for a
specific product application, such as the plastic foam used to secure
home electronics inside the boxes in which they are shipped and foam pipe
insulation.
Many of Packaging's products are manufactured using paperboard or other
materials created from wood pulp or recycled paper:
- paperboard honeycomb -- paperboard box material designed and engineered
using geometrically shaped paperboard between flat layers of linerboard
to enhance the cushioning characteristics of the container;
- customized packaging systems -- refers to paper or plastic packaging
combined with a unique machine or device to package a specific product or
type of products.
- linerboard -- paperboard used for the flat outer face of containerboard
packaging.
- molded fiber -- a material created from recycled paper that may be formed
into various shapes, such as egg cartons;
- pressed paperboard -- plastic coated paperboard used to make food
containers; and
- dual-ovenable paperboard -- plastic coated paperboard that may be heated
in either a microwave or a conventional oven.
PRODUCTS AND MARKETS
Packaging manufactures, markets and sells plastic and paper-based consumer
products and food/foodservice packaging, as well as protective and flexible
packaging. Approximately 80% of Packaging's revenue comes from products made
from different types of plastics, with the balance from paper and aluminum
products.
CONSUMER PRODUCTS AND FOOD/FOODSERVICE PACKAGING
Packaging manufactures, markets and sells consumer products, such as
plastic storage bags for food and household items, plastic waste bags, foam and
molded fiber disposable tableware and disposable aluminum cookware. Packaging
sells many of these products under such recognized brand names as Hefty(R),
Baggies(R), Hefty One-Zip(R), Kordite(TM) and E-Z Foil(R). These products are
typically used by consumers in their homes, and Packaging markets and sells them
through a variety of retailers, including supermarkets, mass merchandisers and
other stores where consumers purchase household goods.
Packaging's food packaging products protect food during distribution,
assist retailers in merchandising food and help customers prepare and serve
meals in their homes. For food processors, Packaging offers dual-ovenable
paperboard products, molded fiber egg cartons, foam meat trays, aluminum
containers and modified atmosphere packaging, which extends the shelf life of
meat products.
In addition, Packaging provides plastic zipper closures for a variety of
flexible packaging applications. Packaging's food packaging products for
supermarket in-store use include clear rigid display packaging used in produce,
deli and bakery applications, microwaveable containers used for prepared,
ready-to-eat meals, plastic foam trays for meat and produce, and bags for
produce and bakery applications.
For its foodservice customers, Packaging offers products that help
merchandize and serve both on-premises and takeout meals. These products include
tableware products, such as plates, bowls and cups,
78
<PAGE> 80
and a broad line of takeout service containers made from clear plastic,
microwaveable plastic, molded fiber, paperboard, foam and aluminum.
PROTECTIVE AND FLEXIBLE PACKAGING
Packaging manufactures, markets and sells protective packaging for use in
the automotive, computer, electronic, furniture, durable goods, building and
construction products industries. Packaging's sheet foams and air encapsulated
bubble products, for example, are used for cushioning and surface protection.
Its paperboard honeycomb and engineered foam plank products protect against
shock, vibration and thermal damage. Packaging also offers other converted
protective packaging products, including padded mailers, a variety of laminated
protective coverings and customized packaging systems.
Packaging's flexible packaging products provide a variety of
cost-effective, efficient and attractive solutions for consumer, medical,
pharmaceutical, chemical, hygiene and industrial applications. These products
include liners for disposable diapers, wrap-around sleeves for glass and plastic
bottles, polypropylene medical bags used for sterile intravenous fluid delivery,
modified atmosphere films, stand-up pouches, food and hygiene packaging, and
disposable surgical kits custom designed for specific procedures.
Packaging also offers polyethylene stretch film, specialty aluminum
materials and film and foam products for use in the construction industry.
GROWTH STRATEGY
Packaging has grown, and plans to continue to grow, by pursuing internal
growth and strategic acquisitions. By pursuing this growth strategy, Packaging
has increased the total revenues of its specialty packaging and consumer
products business from $845 million in 1995 to approximately $2.8 billion in
1998. During this same period, its income from continuing operations from this
business, before interest, income taxes and minority interest, increased from
$39 million to $328 million, representing a compound annualized growth rate of
103%. See "-- Combined Selected Financial Data of Packaging."
As a separate, publicly traded company, Packaging expects to have greater
flexibility to pursue its growth strategy. The increased flexibility will come
from greater focus on a single enterprise and the enhanced access to capital
markets that comes from the ability of investors and lenders to analyze and
understand a single business platform. Packaging expects growth opportunities
will come from additional product development and expansion initiatives as well
as additional strategic acquisitions, joint ventures and strategic alliances.
INTERNAL GROWTH
Since 1995, Packaging has executed a strategy that focuses its business on
markets that have strong underlying growth characteristics and attractive
margins. Packaging offers customers "material neutral" solutions. In other
words, Packaging's goal is not to sell customers a particular product line.
Rather, through its custom design centers and broad product line, Packaging
strives to create the best packaging solutions for its customers, tailored
precisely to their needs. With this approach and Packaging's worldwide
geographical coverage, Packaging has become a primary supplier to national and
international manufacturers and distributors and has developed long-term
relationships with key players in the consolidating packaging and food service
distribution sector. Packaging intends to use these relationships to quickly
identify and focus on growth markets with attractive margins as they develop,
which should expand its customer base and market share.
Packaging seeks to add to its base business by developing new packaging
solutions for markets where it believes its experience and familiarity give it a
competitive advantage. In addition, Packaging grows market share for its
existing products by taking advantage of (a) its broad product line of superior
quality products and its long-term relationships with key manufacturers and
distributors, (b) its product development and design services, (c) its
investment in developing state-of-the-art service capabilities, and (d) its
ongoing effort focused on reducing costs and improving the production of its
operations.
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<PAGE> 81
Product Breadth/Relationships With Key Manufacturers and Distributors
Packaging's ability to provide "one-stop shopping" through its broad
product line is an important selling point with customers. In addition,
Packaging has cultivated long-term relationships with key manufacturers and
distributors who recognize Packaging's strong positions in multiple product
categories. These relationships, coupled with Packaging's complete product line,
are allowing Packaging to grow its market shares for existing products. For
example, in foodservice packaging, Packaging holds the number one market share
position in the United States and Canada with respect to four of its five main
product categories, based on unit volume. Management estimates that products
representing 80% of sales in Packaging's protective packaging business hold the
number one or two market share position in North America, based on sales
revenue.
New Products/Design Services
Packaging further fuels its internal growth by developing and
commercializing proprietary new products and by designing value-added
product-line extensions. In 1998, Packaging's consumer products and
food/foodservice packaging business introduced over 80 new products and
product-line extensions. In Packaging's protective and flexible packaging
business, where custom design services drive revenues, it developed over 500
custom product applications in 1998. Packaging believes its new product
innovation and design services will remain a key factor in driving future
internal growth.
- Consumer Products and Food/Foodservice Packaging. During the last twelve
months, in its consumer products and food/foodservice packaging business,
Packaging added jumbo two-gallon bags and sandwich bags to its existing
Hefty One-Zip(R) quart and half-gallon food storage and freezer bag
offerings. Packaging is also leveraging its patented One-Zip(R) closure
system by expanding into other zipper closure applications, such as
SlideRite(TM) retail packaging for baby wipes, fresh produce, supermarket
deli bags and other recloseable flexible packaging. In the United States,
Packaging has the leading market share with Hefty(R) disposable
tableware, and its E-Z Foil(R) brand disposable aluminum cookware line
leads its competition by a wide margin in both sales and market share.
Packaging's new product innovations include ActiveTech(TM) packaging, a
proprietary modified atmospheric package used by food processors for
case-ready meat. ActiveTech(TM) packaging extends the shelf life of
fresh, unfrozen red meat in a package that maintains the appearance of
freshly packaged meat.
- Protective and Flexible Packaging. In Packaging's protective and flexible
packaging business, new protective packaging products include engineered
foams, and Profiles(R), a foam-based material used in various markets,
such as building products and furniture, and custom designed to provide
many benefits, including insulation, cushioning and surface protection.
Recent flexible packaging innovations include high-end graphic stand-up
pouches for soups and detergents and Propyflex(R) medical bags for
fluids. Propyflex(R), a non-polyvinyl chloride barrier film, satisfies
the requirements for flexibility and transparency even after
sterilization and provides a cost-effective packaging by eliminating the
need for secondary wrap.
State-of-the-Art Service Capabilities
To further take advantage of its broad product line offering and strong
alignment with national distributors, Packaging has developed and implemented
its Customer Linked Manufacturing system ("CLM"). CLM is a state-of-the-art
production planning and order fulfillment system which enables Packaging's
customers to do business easily and efficiently. CLM eliminates costs from the
entire supply chain and provides both its customers and Packaging with a
competitive advantage.
Productivity/Cost Reduction
Packaging's strong focus on improving productivity and reducing costs in
its manufacturing and logistics operations is key to supporting the growth of
its base business. For example, the unit manufacturing costs have continuously
declined, net of inflation, for some of Packaging's products, such as
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its foam products, rigid display packaging and performance films. This has
allowed Packaging to maintain or improve its profit margins.
STRATEGIC ACQUISITIONS
Strategic acquisitions have been, and will continue to be, an important
element of Packaging's overall growth strategy. Management has a proven record
of identifying and acquiring businesses and rapidly integrating them into one of
Packaging's business groups. Packaging pursues acquisitions that offer synergies
through, among other things, rationalizing product lines, reconfiguring and
upgrading manufacturing capabilities and reducing operating, selling,
distribution, purchasing and administrative costs. Packaging also pursues
acquisitions that strengthen its brand presence and expand its product offerings
and markets.
Consumer Products and Food/Foodservice Packaging. Packaging plans to grow
its consumer products and food/foodservice packaging business by acquiring
similar businesses whose products and markets will complement Packaging's.
Packaging will focus on acquiring specialized engineering and manufacturing
capabilities that augment and enhance its existing processes and allow it to
produce top-quality products efficiently. Since the beginning of 1995, its
consumer products and food/foodservice packaging business has grown through the
following acquisitions:
- In 1995, Packaging more than doubled its sales with the acquisition of
Mobil Plastics. This acquisition expanded its product offerings to
include foam containers, meat and poultry trays, disposable plates and
bowls, polyethylene film products, produce bags and stretch film, as
well as the well-known consumer products Baggies(R) food bags and
Hefty(R) waste bags and tableware. This acquisition also added
state-of-the-art manufacturing capabilities and new product
technologies, including the One-Zip(R) closure system.
- In August 1996, Packaging acquired Amoco Foam Products Company, which
enhanced its distribution capabilities and market coverage, especially
among food processors. Amoco Foam's product portfolio included foam
tableware, hinged lid containers, food trays and residential and
commercial insulation products.
- In September 1998, Packaging augmented its dual-ovenable paperboard
manufacturing capacity by acquiring a Champion International facility in
Belvidere, Illinois. As a result, Packaging has the capability to
manufacture this product, which may be heated in a conventional or a
microwave oven, for a broad spectrum of uses in various products.
Protective and Flexible Packaging. Packaging intends to continue its global
growth strategy of acquiring custom engineering and design capabilities that
will provide multi-material packaging solutions to markets with strong
underlying growth characteristics. Management estimates that this strategy has
made it one of the largest producers of protective packaging in the United
States. Since the beginning of 1995, Packaging's protective and flexible
packaging business has grown through the following acquisitions:
- In 1995, continuing its growth strategy of acquiring specialty packaging
applications, Packaging entered the protective packaging sector by
buying Hexacomb, a manufacturer of paperboard honeycomb products.
- In 1997, Packaging acquired the protective and flexible packaging
businesses of KNP BT, which operated in Europe and North America. With
this acquisition, Packaging entered the European protective and flexible
packaging markets and enhanced its global specialty packaging position.
This acquisition also broadened the scope of its protective packaging
business to include sheet foam, engineered foam and air encapsulated
bubble and mailer applications. Packaging also acquired two honeycomb
plants in 1997.
- In April 1998, Packaging acquired Richter Manufacturing, a West Coast
manufacturer and distributor of protective packaging products. This
acquisition expanded the geographical coverage of its North American
protective packaging operation.
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- In December 1998, Packaging acquired the foam packaging assets of
Sentinel Products, a North American producer of specialty polyolefin
foams. This acquisition further diversified its protective packaging
product offering and increased its manufacturing capacity. Packaging
also formed a global joint venture, Sentinel Polyolefin LLC, with
Sentinel to produce and market chemically blown polyolefin foam
applications in a wide variety of non-packaging markets, including the
automotive, sports and leisure, medical and adhesive tape markets.
MARKETING, DISTRIBUTION AND CUSTOMERS
Packaging's sales and marketing staff of 500 people is organized along
three main product groups: consumer products, foodservice and supermarket
products, and protective and flexible packaging products.
The consumer product group sells waste bags, food storage bags, disposable
plates and bowls and disposable aluminum cookware primarily to grocery stores
and mass merchandisers. These products are sold through a direct sales force and
a national network of brokers and manufacturers' representatives.
The foodservice, supermarket and food packer and processor sales
organizations sell a broad array of disposable, rigid and flexible packaging
made from plastic, aluminum, molded fiber and pressed paperboard materials. The
products include disposable plates and bowls, carry-out containers, rigid
display containers, microwavable and dual-ovenable food containers, food and
specialty retail bags and foil wrap. Packaging's foodservice and supermarket
sales are made primarily through a network of independent distributors. Food
packer and processor sales are made primarily direct to large processors, with
some sales through distributors.
The protective and flexible packaging group sells to distributors,
fabricators and directly to end-users worldwide.
No material portion of Packaging's business is dependent upon a single
customer or even a few customers, and no one customer accounted for more than
10% of Packaging's aggregate net sales for the fiscal year ended December 31,
1998. In general, the backlog of orders is not significant or material to an
understanding of Packaging's business.
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ANALYSIS OF REVENUES
The following tables set forth for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Packaging's
sales from continuing operations:
<TABLE>
<CAPTION>
NET SALES (MILLIONS)
-------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
Disposable plastic, fiber, and aluminum packaging
products.............................................. $1,038 $2,126 $2,105 $1,862
Plastic and fiber protective/flexible packaging
products.............................................. 311 607 399 78
Other................................................... 55 52 49 47
------ ------ ------ ------
Total.............................................. $1,404 $2,785 $2,553 $1,987
====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
----------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
TOTAL SALES
Disposable plastic, fiber, and aluminum packaging
products.............................................. 74% 76% 83% 94%
Plastic and fiber protective/flexible packaging
products.............................................. 22 22 15 4
Other................................................... 4 2 2 2
--- --- --- ---
Total.............................................. 100% 100% 100% 100%
=== === === ===
SALES BY GEOGRAPHIC AREA(a)
United States........................................... 78% 80% 83% 89%
European Union.......................................... 18 17 15 8
Canada.................................................. 2 1 1 2
Other areas............................................. 2 2 1 1
--- --- --- ---
Total.............................................. 100% 100% 100% 100%
=== === === ===
</TABLE>
- -------------------------
(a) See Note 14 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for information about
foreign and domestic operations.
COMPETITION
Packaging operates in markets that are highly competitive and faces
substantial competition throughout all of its product lines from numerous
global, national and regional companies, ranging from the largest packaging
companies to small, emerging companies. Companies that compete with Packaging
may have greater financial and other resources than it does, while others are
significantly smaller with lower fixed costs and possibly greater operating
flexibility. In addition to price, competition with respect to many of
Packaging's products is based on quality, service supplier response time and
timely and complete order fulfillment. In addition, other packaging producers
supply alternative materials and structures and serve different geographic
regions through various distribution channels.
INTERNATIONAL
Packaging operates facilities and sells products in countries throughout
the world. As a result, Packaging is subject to risks associated with selling
and operating in foreign countries, including devaluations and fluctuations in
currency exchange rates, imposition of limitations on conversion of foreign
currencies into U.S. dollars or remittance of dividends and other payments by
foreign subsidiaries, impositions or increase of withholding and other taxes on
remittances and other payments by foreign subsidiaries, hyperinflation in
foreign countries where Packaging does business, and imposition or increase of
investment and other restrictions by foreign governments.
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PROPERTIES
HEADQUARTERS LOCATIONS
Packaging leases its executive offices at 1900 West Field Court, Lake
Forest, Illinois, 60045, and its telephone number at that address is (847)
482-2000.
MANUFACTURING AND ENGINEERING FACILITIES
In North America, Packaging operates 65 facilities in 18 states, Canada and
Mexico. Plastic and aluminum disposable foodservice and consumer products,
stretch films and building products are manufactured at 25 plants. The
protective packaging operations convert paperboard into honeycomb products at 12
plants. An additional 13 plants apply extrusion, foaming and converting
technologies to produce clear, foamed, flexible or rigid plastic protective
packaging from polystyrene, polyolefins, such as polyethylene and polypropylene,
and kraft papers. Molded fiber packaging is produced at seven locations, and an
eighth location manufactures tooling for the molded fiber plants. Finally,
ovenable paperboard products are manufactured at two facilities. A research and
development center for food packaging and process development is located in a
new facility in Canandaigua, New York. Design centers for protective and
flexible packaging and process development are located in Buffalo Grove,
Illinois, Grand Rapids and Troy, Michigan and Santa Fe Springs, California. In
addition, Packaging participates in two North American joint ventures, Sentinel
Polyolefin LLC and Tenneco Packaging de Mexico.
Packaging owns 24 international manufacturing operations. Eleven protective
packaging plants in Belgium, England, France, Germany, Italy, The Netherlands,
Poland, Spain and Hungary make plastic air encapsulated bubble and foam sheet
products, including mailers. Five flexible products plants in Egypt and Germany
make high quality flexible films, bags, labels and pouches, printed and
converted paper bags and disposable medical packaging. Omni-Pac is a European
subsidiary operation that manufactures molded fiber and cushion packaging with
manufacturing facilities in Elsfleth, Germany and Great Yarmouth, England.
Packaging's Alupak operation in Belp, Switzerland produces smoothwall aluminum
portion packs and specialty food packaging applications. Single-use thermoformed
plastic food containers and films are manufactured at four facilities in
England, Scotland and Wales. Packaging also has a wood products operation in
Romania. In addition, Packaging operates or participates in several
international joint ventures, including a folding carton plant in Dongguan,
China, a recycling venture in Budapest, Hungary and a corrugated converting
facility in Shaoxing, China.
Packaging believes that substantially all of its plants and equipment are,
in general, well maintained and in good operating condition. They are considered
adequate for present needs, and as supplemented by planned construction, are
expected to remain adequate for the near future.
Packaging is of the opinion that Packaging, or its subsidiaries, has
generally satisfactory title to the properties owned and used in its businesses,
subject to liens for current taxes and easements, restrictions and other liens
which do not materially detract from the value of the properties or Packaging's
interest in the properties or the use of those properties in its businesses.
RAW MATERIALS
Plastic resins, such as polystyrene, polyethylene, polypropylene and
polyvinyl chloride, aluminum rollstock, linerboard and recycled fiber constitute
the principal raw materials used in the manufacture of most of Packaging's
products. Generally, these raw materials are readily available from a wide
variety of suppliers. The costs of these materials may be volatile, and are a
function of, among other things, the manufacturing capacity for those materials
and the costs of their components, which may also vary. Costs for Packaging's
plastic resin and recycled fiber tend to fluctuate with economic factors which
generally affect Packaging and its competitors. The availability of raw
materials was adequate in 1998 and the first three months of 1999 and is
expected to remain adequate throughout the remainder of 1999.
ENVIRONMENTAL REGULATION
The packaging industry, in general, and Packaging is subject to existing
and potential federal, state, local and foreign legislation designed to reduce
air emissions. In addition, various consumer and special
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interest groups have lobbied from time to time for the implementation of these
and other similar measures. Although Packaging believes that the legislation and
regulations promulgated to date and the initiatives to date have not had a
material adverse effect on Packaging, Packaging cannot assure you that any such
future legislative or regulatory efforts or future initiatives would not have a
material adverse effect on Packaging.
OTHER
As of July 1, 1999, Packaging employed approximately 15,000 people, 14% of
whom were covered by collective bargaining agreements. Four of these agreements,
covering a total of 247 employees, are scheduled for renegotiation before
December 31, 1999. In Europe, approximately 2,240 employees are governed by
works councils. Packaging regards its employee relations as generally
satisfactory. Packaging owns a number of domestic and foreign patents and
trademarks and other intellectual property relating to its products which are
important to the manufacture, marketing and distribution of its products. In
addition, Packaging's administrative services operations hold numerous software
licenses and own computer equipment.
Packaging's administrative services operations design, implement and
administer administrative service programs and data processing, providing the
following services: (a) financial accounting services; (b) employee benefits
administration for all major salaried and hourly benefit plans; (c) human
resources and payroll services; (d) mainframes and distributed systems
operations; (e) telecommunications and network operations and management; (f)
help desk support; and (g) disaster recovery support. After the spin-off,
Packaging will continue to provide some of these services to Automotive. See
"The Spin-off -- Relationship Between Automotive and Packaging After the
Spin-off." Tenneco and Packaging are currently analyzing their alternatives with
respect to those operations. See "-- Management's Discussion and Analysis of
Financial Condition and Results of Operations."
LEGAL PROCEEDINGS
See "-- Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information about Packaging's potential environmental
liability. Packaging and its subsidiaries are parties to various other legal
proceedings arising from their operations. Packaging believes that the outcome
of these other proceedings, individually and in the aggregate, will not have a
material adverse effect on its financial position or results of operations.
CONTAINERBOARD PACKAGING INTEREST
On April 12, 1999, Packaging contributed all of its containerboard
packaging business to a new joint venture, in which it now owns a 43% common
equity interest. For a description of the contribution and Packaging's plans to
sell its remaining joint venture interest, see "-- Unaudited Pro Forma Combined
Financial Statements of Packaging" and "-- Management's Discussion and Analysis
of Financial Condition and Results of Operations." For a description of the
joint venture, see "Summary-- The Companies -- Packaging."
Packaging Corporation of America manufactures corrugated containers,
containerboard, and lumber and related wood products. It has four mills and 67
corrugated products facilities. It also participates in the wood products
business and has access to approximately 950,000 acres of timberland in the
United States through both owned and leased properties. Revenues from the
containerboard business in 1998 were $1.57 billion.
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MANAGEMENT
BOARD OF DIRECTORS
Upon completion of the spin-off, the Packaging Board of Directors will
consist of six members. Each director will serve an annual term that will expire
at the annual meeting of Packaging stockholders in each year and until his or
her successor has been elected and qualified. Information concerning the
individuals who will serve as directors of Packaging as of the date of the
spin-off is provided below.
DANA G. MEAD, CHAIRMAN OF THE BOARD -- Mr. Mead is currently the Chairman
and Chief Executive Officer of Tenneco and has served as an executive officer of
Tenneco since April 1992, when he joined Tenneco as Chief Operating Officer.
Prior to joining Tenneco, Mr. Mead served as an Executive Vice President of
International Paper Company, a manufacturer of paper, pulp, and wood products,
from 1988, and served as Senior Vice President of that company from 1981. He is
also a director of Packaging Corporation of America, Textron Inc., Zurich Allied
AG, Pfizer Inc. and Newport News Shipbuilding Inc. Mr. Mead is 63 years old and
has been a director of Tenneco since 1992. Upon completion of the spin-off, he
will resign as Chief Executive Officer of Tenneco, but will continue, on a
non-executive basis, as the Chairman of the Board of Automotive and Packaging
through March 2000.
MARK ANDREWS -- Mr. Andrews has been Chairman of Andrews Associates, Inc.,
a government consulting firm, since February 1987. From 1963 to 1980, he served
in the U.S. House of Representatives, and from 1980 to 1986 he served in the
U.S. Senate. He is also a director of Union Storage Co. Mr. Andrews is 73 and
has been a director of Tenneco since 1987. Mr. Andrews will continue as a
director of Automotive upon the spin-off.
LARRY D. BRADY -- Mr. Brady was President of FMC Corporation, a producer of
chemicals and machinery for industry, agriculture, and government, from 1993 to
June 1999. In August 1999, he became the President and Chief Operating Officer
of UNOVA, Inc., an industrial technologies company. Before 1993, Mr. Brady
served in various executive capacities with FMC Corporation for more than five
years. Mr. Brady is 56 years old and has been a director of Tenneco since
January 1998. Mr. Brady will not be continuing as a director of Automotive after
the spin-off.
ROGER B. PORTER -- Mr. Porter is Director of the Center for Business and
Government at Harvard University and is the IBM Professor of Business and
Government. Mr. Porter has served on the faculty at Harvard University since
1977. Mr. Porter also held senior economic policy positions in the Ford, Reagan
and Bush White Houses, serving as special assistant to the President and
executive secretary of the Economic Policy Board from 1974 to 1977, as deputy
assistant to the President and director of the White House Office of Policy
Development from 1981 to 1985, and as assistant to the President for economic
and domestic policy from 1989 to 1993. He is also a director of RightCHOICE
Managed Care, Inc., National Life Insurance Company, and Zions Bancorporation.
Mr. Porter is 53 years old and has been a director of the Tenneco since January
1998. He will continue as a director of Automotive upon the spin-off.
PAUL T. STECKO -- Mr. Stecko became the Chief Executive Officer of
Packaging Corporation of America, Packaging's containerboard joint venture, in
connection with the April 1999 formation of that venture. From November 1998 to
April 1999, Mr. Stecko served as President and Chief Operating Officer of
Tenneco. From January 1997 to that time, Mr. Stecko served as President and
Chief Executive Officer of Packaging. Prior to joining Tenneco, Mr. Stecko spent
16 years with International Paper Company. He is also a director of State Farm
Mutual Insurance Company and the Chairman of the Board of Packaging Corporation
of America. Mr. Stecko is 54 years old and has been a director of Tenneco since
November 1998. He will continue as a director of Automotive upon the spin-off.
RICHARD L. WAMBOLD -- Mr. Wambold will be the Chief Executive Officer of
Packaging upon the spin-off and has been serving as its President since June
1999. From June 1997 to May 1999, he was Executive Vice President and General
Manager of Packaging's specialty packaging and consumer products units. Prior to
joining Packaging in 1994, Mr. Wambold was Executive Vice President of Case
Corporation's construction equipment and worldwide parts business.
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EXECUTIVE OFFICERS
The following table provides information concerning the persons who will
serve as executive officers of Packaging upon completion of the spin-off. Each
of the named persons has been, or before the spin-off will be, elected to the
office indicated opposite his name. The executive officers will serve at the
discretion of Packaging's Board. Officers are elected at the annual meeting of
directors held immediately following the annual meeting of shareowners.
<TABLE>
<CAPTION>
AGE AT
NAME JUNE 30, 1999 POSITION
---- ------------- --------
<S> <C> <C>
Richard L. Wambold............. 47 Chief Executive Officer
Senior Vice President -- Protective and Flexible
Paul J. Griswold............... 47 Packaging
James V. Faulkner, Jr. ........ 55 Vice President and General Counsel
James D. Morris................ 45 Vice President and GM Operations
Vice President -- Supermarket and Foodservice
Peter J. Lazaredes............. 48 Packaging
[To be provided by
amendment]................... Chief Financial Officer
</TABLE>
RICHARD L. WAMBOLD -- See "-- Board of Directors," above, for information
concerning Mr. Wambold.
PAUL J. GRISWOLD -- Mr. Griswold was named Senior Vice
President -- Protective and Flexible Packaging in May 1997. Since joining
Packaging in 1994, he has held various senior management positions in
Packaging's protective and flexible packaging units. With over 20 years of
packaging-related experience, Mr. Griswold began his career at International
Paper Company, holding positions in sales, marketing and operations, and was
later Vice President, Packaging for Pepsi Cola International.
JAMES V. FAULKNER, JR. -- Mr. Faulkner joined Packaging in 1995 as its Vice
President and General Counsel. Prior to that he was Vice President -- Law for
Tenneco. Mr. Faulkner began his legal career with Lord, Day & Lord and was later
Associate General Counsel of Union Pacific Corporation and Senior Vice President
of USPCI, a wholly owned subsidiary of Union Pacific. He has 25 years experience
in staff and operational legal positions.
JAMES D. MORRIS -- Mr. Morris will be Vice President and GM Operations upon
the spin-off. Since 1995 he has held various senior management positions in
Packaging's specialty packaging unit, including oversight of manufacturing,
engineering and product development. He also has responsibility for the sales,
marketing and business planning of the processor packer operations of the
specialty packaging unit. Mr. Morris joined Packaging in connection with its
1995 acquisition of Mobil Plastics. He spent 20 years with Mobil in assignments
which included manager of polyethylene manufacturing, regional manufacturing
manager and plant manager.
PETER J. LAZAREDES -- Mr. Lazaredes will be Vice President -- Supermarket
and Foodservice Packaging upon the spin-off. Since 1996 he has held various
senior management positions in Packaging's speciality packaging unit, including
responsibility for the marketing and sales of rigid and flexible containers to
the foodservice and institutional markets. Mr. Lazaredes joined Packaging in
1996 from Amoco Foam Products where he was General Manager of the tableware
business unit from 1992. He spent 15 years with Amoco in sales and marketing
positions for packaging, fabrics and fibers divisions.
STOCK OWNERSHIP OF MANAGEMENT
The following table shows, as of June 30, 1999, the number of shares of
Tenneco common stock beneficially owned by: (1) each person who will be a
director of Packaging upon the spin-off; (2) each person who is named in the
Summary Compensation Table for Packaging, below; and (3) all persons who will be
directors or executive officers of Packaging upon the spin-off, as a group. The
table also shows: (a) Tenneco common stock equivalents held by these directors
and executive officers under benefit plans;
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and (b) the total number of shares of Tenneco common stock and common stock
equivalents held. Upon the spin-off, holders of Tenneco common stock will
receive one share of Packaging common stock for each share of Tenneco common
stock held.
<TABLE>
<CAPTION>
SHARES OF TENNECO TOTAL TENNECO
TENNECO COMMON STOCK COMMON STOCK SHARES AND
DIRECTORS OWNED(1)(2)(3) EQUIVALENTS(4) EQUIVALENTS
- --------- -------------------- -------------- -------------
<S> <C> <C> <C>
Mark Andrews......................... 14,155 1,600 15,755
Larry D. Brady....................... 2,000 3,381 5,381
Dana G. Mead......................... 765,821 44,737 810,558
Roger B. Porter...................... 2,000 3,420 5,420
Paul T. Stecko....................... 314,362 -- 314,362
Richard L. Wambold................... 90,872 -- 90,872
EXECUTIVE OFFICERS
Paul J. Griswold..................... 31,460 -- 31,460
James V. Faulkner, Jr................ 22,086 -- 22,086
James D. Morris...................... 27,827 -- 27,827
Peter J. Lazaredes................... 17,147 -- 17,147
All executive officers and directors
as a group......................... 1,287,730(5) 53,138 1,340,868(5)
</TABLE>
- ---------------
(1) Each director and executive officer has sole voting and investment power
over the shares beneficially owned (or has the right to acquire shares as
described in note (2) below) as set forth in this column, except for: (a)
restricted shares; and (b) shares that executive officers and directors have
the right to acquire pursuant to stock options. Generally, Tenneco
restricted shares will be vested prior to the spin-off. In connection with
the spin-off the Tenneco stock options held by the executive officers listed
above will be replaced with Packaging stock options which have equivalent
economic terms. Tenneco stock options held by directors will be replaced in
the same manner, except that one-half of the options held by Messrs. Mead,
Andrews and Porter will continue as Tenneco options, adjusted to maintain
equivalent economic terms upon the spin-off, and options held by Mr. Stecko
will terminate unless exercised prior to the spin-off.
(2) Includes restricted shares. At June 30, 1999, Messrs. Andrews, Mead,
Wambold, Griswold, Morris and Lazaredes held 6,547; 66,025; 15,000; 10,000;
5,000; and 5,000 restricted shares, respectively. Also includes shares that
are subject to options which are exercisable within 60 days of June 30, 1999
for Messrs. Andrews, Brady, Mead, Porter, Stecko, Wambold, Griswold,
Faulkner, Morris and Lazaredes to purchase 2,000; 2,000; 616,176; 2,000;
288,814; 49,077; 19,357; 19,312; 14,993; and 8,603 shares, respectively.
(3) Less than one percent of the outstanding shares of Tenneco common stock.
(4) Common stock equivalents are distributed in shares of Tenneco common stock
or, in some circumstances, cash after the individual ceases to serve as a
director or officer. Common stock equivalents held by directors who are not
employees of Tenneco will be vested and distributed prior to the spin-off.
(5) Includes 1,022,332 shares that are subject to options that are exercisable
within 60 days of June 30, 1999, by all executive officers and directors as
a group, and includes 107,572 restricted shares for all executive officers
and directors as a group.
COMMITTEES OF THE BOARD OF DIRECTORS
The Packaging Board will establish three standing committees as permitted
by its by-laws, which will have the following described responsibilities and
authority:
The Audit Committee, comprised solely of outside directors, will have the
responsibility, among other things, to: (1) recommend the selection of
Packaging's independent public accountants; (2) review and approve the scope of
the independent public accountants' audit activity and extent of non-audit
services; (3) review with management and such independent public accountants the
adequacy of Packaging's basic accounting system and the effectiveness of
Packaging's internal audit plan and activities; (4) review with management and
the independent public accountants Packaging's certified financial statements
and exercise general oversight of Packaging's financial reporting process; and
(5) review with Packaging litigation and other legal matters that may affect
Packaging's financial condition and monitor compliance with Packaging's business
ethics and other policies.
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The Compensation/Nominating/Governance Committee, comprised solely of
outside directors, will have the responsibility, among other things, to: (1)
establish the salary rate of officers and employees of Packaging and its
subsidiaries; (2) examine periodically the compensation structure of Packaging;
and (3) supervise the welfare and pension plans and compensation plans of
Packaging. It will also have significant corporate governance responsibilities,
among other things, to: (a) review and determine the desirable balance of
experience, qualifications and expertise among members of the Packaging Board;
(b) review possible candidates for membership on the Packaging Board and
recommend a slate of nominees for election as directors at Packaging's annual
stockholders' meeting; (c) review the function and composition of the other
committees of the Packaging Board and recommend membership on these committees;
and (d) review the qualifications and recommend candidates for election as
officers of Packaging.
The Three-year Independent Director Evaluation Committee, comprised solely
of outside directors, will have the responsibility, among other things, to
review Packaging's qualified offer rights plan, which will be adopted prior to
the spin-off, at least every three years and, if it deems it appropriate,
recommend that the full Packaging Board modify or terminate that plan.
EXECUTIVE COMPENSATION
The following table shows the compensation paid by Tenneco and/or its
direct and indirect subsidiaries, including Packaging, for 1998 to: (a) the
person who will become the Chief Executive Officer of Packaging upon the
spin-off; and (b) each of the persons who will be included among the four most
highly compensated executive officers of Packaging upon the spin-off, based on
1998 compensation, other than the Chief Executive Officer. The table shows the
amounts paid to these persons for all services provided to Tenneco and its
subsidiaries, including Packaging.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------------
-------------------------------------- RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(1) BONUS COMPENSATION(2) AWARDS(3) OPTIONS(4) COMPENSATION(5)
--------------------------- --------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Wambold......................... $355,472 $220,000 $152,685 $187,800 45,000 $11,643
Chief Executive Officer
Paul J. Griswold........................... $275,500 $125,000 $ 31,165 $187,800 20,000 $ 9,812
Senior Vice President --
Protective and Flexible Packaging
James V. Faulkner, Jr. .................... $266,568 $ 82,000 $ 25,760 -- 10,000 $17,674
Vice President and
General Counsel
James D. Morris............................ $206,004 $115,000 $ 29,405 $187,800 20,000 $14,139
Vice President and
GM Operations
Peter J. Lazaredes......................... $182,773 $ 73,000 $ 30,730 $177,800 20,000 $12,704
Vice President --
Supermarket and
Foodservice Packaging
</TABLE>
- ---------------
(1) Includes base salary plus amounts paid in lieu of matching contributions to
the Tenneco Thrift Plan.
(2) Includes amounts attributable to: (a) the value of personal benefits
provided by Tenneco to executive officers, such as the personal use of
Tenneco-owned property and relocation expenses; (b) reimbursement for taxes;
and (c) amounts paid as dividend equivalents on performance share equivalent
units ("Dividend Equivalents"). The amount of each personal benefit that
exceeds 25% of the estimated value of the total personal benefits provided
by Tenneco, reimbursement for taxes, and amounts paid as Dividend
Equivalents to the individuals named in the table for 1998 was as follows:
$58,908 in relocation expenses, $47,171 for reimbursement of taxes, $15,600
in Dividend Equivalents and $30,000 perquisite allowance for Mr. Wambold;
$342 for reimbursement of taxes, $10,320 in Dividend Equivalents and $20,000
perquisite allowance for Mr. Griswold; $5,760 in Dividend Equivalents and
$20,000 perquisite allowance for Mr. Faulkner; $6,600 in Dividend
Equivalents and $20,000 perquisite
89
<PAGE> 91
allowance for Mr. Morris; and $17,530 in relocation expenses, $1,200 in
Dividend Equivalents and $12,000 perquisite allowance for Mr. Lazaredes.
(3) Includes the dollar value of grants of restricted shares based on the price
of Tenneco common stock on the date of grant. At December 31, 1998, Messrs.
Wambold, Griswold, Faulkner, Morris and Lazaredes held 28,000; 18,600;
4,800; 10,500; and 6,000 restricted shares and/or performance share
equivalent units, respectively. The value at December 31, 1998 (based on a
per share/equivalent unit price of $34.063 on that date) of all restricted
shares/performance units held was $953,764 for Mr. Wambold, $633,572 for Mr.
Griswold, $163,502 for Mr. Faulkner, $357,662 for Mr. Morris and $204,378
for Mr. Lazaredes. Generally, restricted shares and performance share
equivalent units will be vested prior to the spin-off. Dividends/Dividend
Equivalents will be paid on the restricted shares/performance share
equivalent units held by each individual.
(4) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be replaced with options to purchase Packaging
common stock, the number and exercise price of which will be adjusted so
that the new Packaging options have equivalent economic terms as the old
Tenneco options.
(5) Includes amounts attributable during 1998 to benefit plans of Tenneco as
follows:
(a) The amounts contributed pursuant to Tenneco's Thrift Plan for the
accounts of Messrs. Wambold, Griswold, Faulkner, Morris and Lazaredes
were $10,000; $6,650; $8,000; $10,000; and $10,000, respectively.
(b) The dollar values paid by Tenneco for insurance premiums under the
Tenneco group life insurance plan (including dependent life) for Messrs.
Wambold, Griswold, Faulkner, Morris and Lazaredes were $1,643; $3,162;
$9,674; $4,139 and $2,704, respectively.
OPTIONS GRANTED IN 1998
The following table shows the number of options to purchase Tenneco common
stock that were granted by Tenneco during 1998 to the persons named in the
Summary Compensation Table above.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON TOTAL
STOCK OPTIONS GRANTED
UNDERLYING TO TENNECO
OPTIONS EMPLOYEES EXERCISE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) IN 1998 (%) PRICE($)(2) DATE PRESENT VALUE(3)
---- ------------- --------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Mr. Wambold..................... 45,000 2.6% $36.63 2008 $463,050
Mr. Griswold.................... 20,000 1.1% $36.63 2008 $205,800
Mr. Faulkner.................... 10,000 .5% $36.63 2008 $102,900
Mr. Morris...................... 20,000 1.1% $36.63 2008 $205,800
Mr. Lazaredes................... 10,000 .5% $36.63 2008 $102,900
10,000 .5% $37.31 2018 $104,500
</TABLE>
- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be replaced with options to purchase Packaging
common stock, the number and exercise price of which will be adjusted so
that the new Packaging options have equivalent economic terms to the old
Tenneco options.
(2) All options were granted with exercise prices equal to 100% of the fair
market value of a share of Tenneco common stock on the date of grant.
(3) The Black-Scholes valuation was performed using the following assumptions:
25.6% volatility, 5.7% risk free interest rate, 3.2% expected dividend rate
and 10 year option life. Mr. Lazaredes' option grant that expires in 2018 is
valued assuming that such options are exercised by the 10th year.
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<PAGE> 92
OPTIONS AT 1998 YEAR-END
The following table shows the number of options to purchase Tenneco common
stock held as of December 31, 1998 by the persons named in the Summary
Compensation Table above. No Tenneco options were exercised in 1998, and there
were no in-the-money options as of December 31, 1998.
<TABLE>
<CAPTION>
TOTAL NUMBER OF
UNEXERCISED OPTIONS HELD
AT DECEMBER 31, 1998(1)
-------------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
<S> <C> <C>
Mr. Wambold................................................. 29,820 107,023
Mr. Griswold................................................ 10,949 58,109
Mr. Faulkner................................................ 14,043 31,501
Mr. Morris.................................................. 6,662 48,330
Mr. Lazaredes............................................... 5,269 19,634
</TABLE>
- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be replaced with options to purchase Packaging
common stock, the number and exercise price of which will be adjusted so
that the new Packaging options have equivalent economic terms to the old
Tenneco options.
LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN 1998
The following table shows information concerning performance-based awards
made to the persons named in the Summary Compensation Table, above, during 1998
by Tenneco.
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER ESTIMATED FUTURE PAYOUTS
SHARES, UNITS PERIOD UNTIL UNDER NON-STOCK PRICE BASED PLANS(1)
OR OTHER MATURATION OR ---------------------------------------
NAME RIGHTS(1)(2) PAYOUT(3) THRESHOLD(4) TARGET(4) MAXIMUM(4)
- ---- ------------- ------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Wambold.................. 6,500 4 years 25% 100% 150%
Mr. Griswold................. 5,000 4 years 25% 100% 150%
Mr. Faulkner................. 2,400 4 years 25% 100% 150%
Mr. Morris................... 3,000 4 years 25% 100% 150%
Mr. Lazaredes................ 1,000 4 years 25% 100% 150%
</TABLE>
- ---------------
(1) Estimated future payouts are based on earnings per share ("EPS") from
continuing operations; however, generally, performance share equivalent
units will be deemed to be earned at the target level and vested prior to
the spin-off.
(2) Each performance share equivalent unit represents one share of Tenneco's
common stock that may be earned and the number of performance share
equivalent units listed in this column represents the maximum number of
performance share equivalent units that may be earned under this award.
(3) Performance share equivalent units are earned at the rate of 25% per year
based on achievement of annual EPS goals; however, generally performance
share equivalent units will be deemed to be earned at the target level and
vested prior to the spin-off.
(4) Represents maximum performance share equivalent units earned where the goals
were consistently within the indicated performance range on an individual
year and accumulated four-year basis; however, generally performance share
equivalent units will be deemed to be earned at the target level and vested
prior to the spin-off.
91
<PAGE> 93
PENSION PLAN TABLE
The following table shows the aggregate estimated annual benefits payable
upon normal retirement pursuant to the Tenneco Retirement Plan and the Tenneco
Inc. Supplemental Executive Retirement Plan to persons in specified remuneration
and years of credited participation classifications. The Tenneco Retirement Plan
will be assumed by Packaging in connection with the spin-off, and Packaging will
adopt a supplemental executive retirement plan that is substantially identical
to Tenneco's current plan.
<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
--------------------------------------------------------
ANNUAL REMUNERATION 15 20 25 30 35
- ------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$250,000.......................... $ 58,928 $ 78,571 $ 98,214 $117,857 $137,500
300,000.......................... 70,714 94,285 117,857 141,428 165,000
350,000.......................... 82,500 110,000 137,500 165,000 192,500
400,000.......................... 94,285 125,714 157,142 188,571 220,000
450,000.......................... 106,071 141,428 176,785 212,142 247,500
500,000.......................... 117,857 157,142 196,428 235,714 275,000
550,000.......................... 129,642 172,857 216,071 259,285 302,500
600,000.......................... 141,428 188,571 235,714 282,857 330,000
650,000.......................... 153,214 204,285 255,357 306,428 357,500
700,000.......................... 165,000 220,000 275,000 330,000 385,000
</TABLE>
- ---------------
(1) The benefits shown above are computed as a straight life annuity and are
based on years of credited participation and the employee's average
compensation (salary and bonus). These benefits are not subject to any
deduction for Social Security or other offset amounts. The years of credited
participation for Messrs. Wambold, Griswold, Faulkner, Morris and Lazaredes
are 21, 4, 5, 24 and 18, respectively. See the Summary Compensation Table on
page 89 for salary and bonus information for these individuals.
(2) If Mr. Wambold completes five years of service in the period commencing
January 1, 1997, he will be entitled to benefits commencing at age 55
determined by multiplying his average salary plus bonus, determined over a
three-year period, by 25% plus 2.5% for each year of service in the period
commencing January 1, 1997, up to a maximum of 50%. Mr. Faulkner is entitled
to special early retirement benefits and, if he remains with Packaging
through December 31, 2002, his benefit will be determined by adding three
years of participation and age to his actual participation and age.
COMPENSATION OF DIRECTORS
Fee Structure. Following the spin-off, each director who is not also an
employee of Packaging or its subsidiaries, an "outside director," will be paid a
yearly retainer fee of $35,000 for service on the Packaging Board of Directors.
In general, 100% of that fee will be paid in the form of stock-settled common
stock equivalents (the "directors' stock equivalents"), as described below. A
director may elect, however, to have up to 40%, or $14,000, of the fee paid in
cash. These outside directors will also receive cash attendance fees and
committee chair and membership fees, and reimbursement of their expenses for
attending meetings of the Board of Directors. Outside directors will receive
$1,000 for each meeting of the Board of Directors attended, and each one who
serves as a Chairman of the Audit Committee or the
Compensation/Nominating/Governance Committee will be paid a fee of $7,000 per
chairmanship. Outside directors who serve as members of these committees will be
paid $4,000 per committee membership. Members of the Three-year Independent
Director Evaluation Committee will receive $1,000 plus expenses for each meeting
of that committee attended.
Common Stock Equivalents/Options. As described above, all or a portion of
an outside director's retainer fee will be paid in common stock equivalent
units. These directors' stock equivalents will be payable in shares of
Packaging's common stock after an outside director ceases to serve as a director
of Packaging. Final distribution of these shares may be made either in a lump
sum or in installments over a period of years. The directors' stock equivalents
are issued at 100% of the fair market value on the date of the grant. Each
outside director will also receive an annual grant of an option to purchase up
to 3,000 shares of Packaging common stock as additional incentive compensation.
Directors options: (a) will be granted with per share exercise prices equal to
100% of the fair market value of a share of Packaging
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<PAGE> 94
common stock on the day the option is granted; (b) will have terms of ten years;
and (c) will fully vest six months from the grant date. Once vested, the
directors options will be exercisable at any time during the option term.
Packaging expects that restricted shares of Tenneco common stock and
directors' stock equivalents held by outside directors will be vested prior to
the completion of the spin-off, and these directors will be paid an amount in
cash to defray taxes incurred on that vesting.
Deferred Compensation Plan. Packaging will have a voluntary deferred
compensation plan for outside directors. Under this plan, an outside director
may elect, prior to the commencement of the next calendar year, to have some or
all of the cash portion, that is, up to 40% or $14,000, of his or her retainer
fee and some or all of his or her meeting fees credited to a deferred
compensation account. The plan will provide these directors with various
investment options. The investment options will include stock equivalent units
of Packaging common stock, which may be paid out in either cash or shares of
Packaging's common stock.
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Packaging will maintain a key executive change-in-control severance benefit
plan similar to the existing Tenneco plan and incorporating some provisions of
the Tenneco benefits protection trust. The purpose of the plan is to enable
Packaging to continue to attract, retain and motivate highly qualified employees
by eliminating, to the maximum practicable extent, any concern on the part of
those employees that their job security or benefit entitlements will be
jeopardized by a "change-in-control" of Packaging, as that term will be defined
in the plan. The plan will be designed to achieve this purpose through the
provision of severance benefits for key employees and officers whose positions
are terminated following a change-in-control, as provided in the plan. Under the
plan, Packaging expects that Messrs. Wambold, Griswold, Faulkner, Morris and
Lazaredes would have become entitled to receive payments from Packaging in the
amount of $1,705,200; $1,215,000; $1,076,199; $935,001; and $774,000,
respectively, had their positions been terminated on December 31, 1998 following
a change-in-control. In addition, restricted shares held in the name of those
individuals under the restricted stock plans Packaging will adopt would have
automatically reverted to Packaging, and Packaging would have been obliged to
pay those individuals the fair market value of the shares. Their performance
share equivalent units would also have been fully vested and paid. The spin-off
does not constitute a "change-in-control" of Tenneco or Packaging for purposes
of the Tenneco or Packaging change-in-control severance benefit plans. The
Tenneco benefits protection trust will be terminated prior to the spin-off.
BENEFIT PLANS FOLLOWING THE SPIN-OFF
Packaging will succeed to sponsorship of the Tenneco Retirement Plan and
the Tenneco Thrift Plan. These plans are qualified under Section 401(a) of the
Code. The Tenneco Retirement Plan is a defined benefit pension plan. The Tenneco
Thrift Plan is comprised of 401(k) plans with employer matching contributions as
specified in the plans. Packaging will also continue its sponsorship of a
defined benefit pension plan covering hourly employees.
Packaging will also succeed to sponsorship of two non-qualified deferred
compensation plans as to its employees or directors: (1) the 1997 Tenneco Inc.
Board of Directors Deferred Compensation Plan; and (2) the Tenneco Inc. Deferred
Compensation Plan. Packaging will succeed to liabilities for benefits under the
Tenneco Inc. Supplemental Executive Retirement Plan as to all participants other
than those who are employees or former employees of Automotive. The 1997 Tenneco
Inc. Board of Directors Deferred Compensation Plan and the Tenneco Inc. Deferred
Compensation Plan will be merged as of the spin-off. All of these plans are
unfunded; however, Packaging will establish one or more rabbi trusts, from which
assets may be available to pay benefits in specified circumstances.
Packaging will adopt an executive incentive compensation plan similar to
Tenneco's plan to provide annual cash bonuses to eligible employees.
93
<PAGE> 95
Packaging will adopt an employee stock purchase plan similar to the one
maintained by Tenneco, under which approximately 4,000,000 shares of Packaging
common stock will be available for purchase. Tenneco will approve this plan as
Packaging's sole stockholder prior to the spin-off.
Packaging will adopt a plan calling for the grant of stock options,
restricted stock, performance share equivalent units and other stock rights
patterned after the 1996 Tenneco Inc. Stock Ownership Plan. Approximately
20,000,000 shares of Packaging common stock will be available for grant under
this plan. This plan will be approved by Tenneco as Packaging's sole stockholder
prior to the spin-off.
94
<PAGE> 96
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following review of Packaging's financial condition and results of
operations should be read in conjunction with the Combined Financial Statements
of The Businesses of Tenneco Packaging, and the related notes, presented on
pages F-1 through F-31. Packaging includes the assets, liabilities and
operations of Tenneco's specialty packaging and paperboard packaging businesses
as well as Tenneco's corporate and administrative service operations.
STRATEGIC ALTERNATIVES ANALYSIS
In July 1998, Tenneco's Board of Directors authorized management to develop
a broad range of strategic alternatives which could result in the separation of
the automotive, paperboard packaging, and specialty packaging businesses. As
part of that strategic alternatives analysis, Tenneco has taken the following
actions:
- In January 1999, Packaging reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint
venture with an affiliate of Madison Dearborn Partners, Inc. The
contribution to the joint venture was completed in April 1999. Packaging
received consideration of cash and debt assumption totaling approximately
$2 billion and a 45 percent common equity interest in the joint venture
valued at approximately $200 million. Packaging now owns a 43 percent
common equity interest due to subsequent management equity issuances.
- In April 1999, Packaging reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operation, to
Caraustar Industries. This transaction closed in June 1999.
- Also in April 1999, Tenneco announced that its Board of Directors had
approved the separation of its automotive and packaging businesses into
two separate, independent companies.
- In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off discussed
below.
The containerboard assets contributed to the new joint venture represented
substantially all of the assets of Packaging's paperboard packaging segment and
included four mills, 67 corrugated products plants, and an ownership or
leasehold interest in approximately 950,000 acres of timberland. Before to the
transaction, Packaging borrowed approximately $1.8 billion and used
approximately $1.2 billion of those borrowings to acquire assets used by the
containerboard business under operating leases and timber cutting rights and to
purchase containerboard business accounts receivable that had previously been
sold to a third party. The remainder of the borrowings was remitted to Tenneco
and used to repay a portion of short-term debt. Packaging then contributed the
containerboard business assets, subject to the new indebtedness and the
containerboard business liabilities, to the joint venture in exchange for $247
million in cash and the 45 percent interest in the joint venture. As a result of
the sale transaction, Packaging recognized a pre-tax loss of $293 million ($178
million after-tax, or $1.07 per diluted common share). This loss was included in
discontinued operations in the first quarter of 1999.
As a result of the decision to sell Packaging's remaining interest in the
containerboard joint venture, Packaging's paperboard packaging segment is
presented as a discontinued operation in the Combined Financial Statements of
The Businesses of Tenneco Packaging contained elsewhere in this document. Refer
to Note 7 for further information.
The separation of Tenneco's automotive and packaging businesses will be
accomplished by the spin-off of the common stock of Packaging to Tenneco
shareowners. At the time of the spin-off, Packaging will include Tenneco's
specialty packaging business ("Speciality"), Tenneco's administrative services
operations, and the remaining interest in the containerboard joint venture if
the sale has not been completed. Tenneco and Packaging are, however, currently
analyzing the alternatives with respect to the administrative services
operations.
95
<PAGE> 97
Before the spin-off, Tenneco will realign substantially all of its existing
debt through some combination of tender offers, exchange offers, prepayments and
other refinancings. See "The Spin-off -- Debt Realignment." Tenneco currently
expects that, subject to discussions with debt rating agencies, Packaging's debt
will be rated investment grade and Automotive's debt will be rated
non-investment grade.
The spin-off is subject to various conditions, as described under "The
Spin-off -- Conditions to the Spin-off."
RESTRUCTURING AND OTHER CHARGES
In the fourth quarter of 1998, Tenneco's Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs in every part of Tenneco's business. As a result, Packaging
recorded a pre-tax charge to income from continuing operations of $32 million
($20 million after-tax or $.12 per diluted common share). Of the pre-tax charge,
$10 million relates to operational restructuring plans and $22 million relates
to a staff and cost reduction plan.
The operational restructuring plans provide for Packaging to eliminate
production lines at two plants, exit four joint ventures, and eliminate 104
positions. The staff and cost reduction plan for Packaging involves the
elimination of 184 administrative positions in Packaging's business operations
and in Packaging's corporate operations including Tenneco's corporate operations
that will become a part of Packaging in connection with the spin-off.
The fixed assets for the production lines to be eliminated, as well as the
joint venture investments, were written down to their fair value, less costs to
sell, in the fourth quarter of 1998. Fair value for the production lines was
estimated at scrap value less removal costs. Fair value for the joint ventures
was determined to be zero as Packaging is relinquishing its interests in the
ventures. No significant net cash proceeds are expected to be received from the
ultimate disposal of these assets, which should be complete by the fourth
quarter of 1999. The effect of suspending depreciation for the production lines
is approximately $1 million on an annual basis.
As of December 31, 1998 and June 30, 1999, approximately 158 and 233
employees, respectively, had been terminated. This restructuring is being
executed according to Packaging's initial plan and Packaging expects to complete
all restructuring actions by the fourth quarter of 1999.
In the first quarter of 1999, in connection with Packaging's contribution
of its containerboard assets to a new joint venture, Tenneco adopted a plan to
realign its headquarters functions that will become a part of Packaging in
connection with the spin-off. This plan involves the severance of approximately
40 employees, and the closing of the Greenwich, Connecticut headquarters
facility. Tenneco reached an agreement to sell its headquarters facility in
Greenwich, and recorded an impairment charge in the first quarter of 1999, based
on the selling price less costs to sell. The carrying value of the facility
before the impairment was $43 million. Annual depreciation will be reduced by $3
million as a result of the sale. The charge for this plan was recorded in
Packaging's corporate operations in the amount of $29 million pre-tax, $17
million after-tax, or $.10 per diluted common share. Packaging collected
approximately $30 million in the second quarter of 1999 related to the sale of
these assets.
Amounts related to the restructuring plans described above are shown in the
following table:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
-----------------------------------
1998 CHARGED BALANCE AT CHARGED BALANCE AT
RESTRUCTURING CASH TO ASSET DECEMBER 31, RESTRUCTURING CASH TO ASSET JUNE 30,
CHARGE PAYMENTS ACCOUNTS 1998 CHARGE PAYMENTS ACCOUNTS 1999
------------- -------- -------- ------------ ------------- -------- -------- ----------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Severance............... $20 $5 $-- $15 $16 $12 $-- $19
Asset impairments....... 12 -- 12 -- 13 -- 13 --
--- -- --- --- --- -- --- ---
$32 $5 $12 $15 $29 $12 $13 $19
=== == === === === == === ===
</TABLE>
96
<PAGE> 98
Packaging expects to realize annual savings of $13 million related to the
operational restructuring plans and $40 million related to the fourth quarter
1998 staff and cost reduction plan. In addition, Packaging expects to realize
annual savings of $11 million related to its plan to realign its headquarters
functions. These annual savings will be fully realized upon completion of the
restructuring actions in the fourth quarter of 1999.
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
RESULTS OF CONTINUING OPERATIONS
Net Sales and Operating Revenues
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------
1999 1998 % CHANGE
---- ---- --------
(MILLIONS)
<S> <C> <C> <C>
Specialty........................................... $1,404 $1,361 3%
Intergroup sales and other.......................... -- 10 NM
------ ------
$1,404 $1,371 2%
====== ======
</TABLE>
Packaging's revenue in its specialty segment increased by 3 percent over
the first half of 1998. The second half 1998 acquisitions of Sentinel and
Champion International's Belvidere, Illinois dual-ovenable paperboard tray
manufacturing facility generated $21 million of the revenue increase. Lower
prices due to lower raw material costs were offset by overall unit volume growth
of 8 percent. The largest increases were in North American protective packaging,
Hefty OneZip(R) bags, foodservice containers, disposable tableware and
industrial products.
Income Before Interest Expense, Income Taxes and Minority Interest
("Operating Income")
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1999 1998 % CHANGE
---- ---- --------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................ $ 190 $ 175 9%
Other................................................ (46) (2) NM
----- -----
$ 144 $ 173 (17%)
===== =====
</TABLE>
Packaging's operating income in its specialty segment increased by $15
million over the comparable period of 1998. The second half 1998 acquisitions of
Sentinel and Champion International's Belvidere, Illinois dual-ovenable
paperboard tray manufacturing facility produced $4 million of operating income
during the first half of 1999. First half operating income also reflected $5
million of non-recurring Year 2000 and systems implementation costs, and $3
million of overhead costs related to the separation of the paperboard segment.
Adjusting for these two items, Specialty Packaging's operating income improved
by 13 percent. This improvement was driven by lower manufacturing costs and
strong unit volumes, partially offset by lags in passing through rising raw
material costs.
Packaging's "Other" operating loss for both periods reflects unallocated
corporate overhead and costs at Packaging's data center and administrative
services operations. In addition, the first half of 1999 includes a $29 million
charge recorded in the first quarter to realign Tenneco's headquarters functions
as discussed above in the "Restructuring and Other Charges" section.
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<PAGE> 99
Operating Income as a Percentage of Revenue
Operating income as a percentage of revenue for the first six months of
1999 and 1998 were as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998 % CHANGE
----- ----- ---------
<S> <C> <C> <C>
Specialty.............................................. 13.5% 12.9% 5%
Total.................................................. 10.3% 12.6% (18%)
</TABLE>
Specialty's operating income as a percentage of revenue increased as the
operating income of the segment grew at three times the rate of revenue growth.
On a consolidated basis, total operating income as a percentage of revenue
declined as the operating income decreased 17 percent while revenue grew 2
percent.
Excluding the first quarter 1999 restructuring charge, operating income as
a percentage of revenue was as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998 % CHANGE
----- ----- ---------
<S> <C> <C> <C>
Specialty.............................................. 13.5% 12.9% 5%
Total.................................................. 12.3% 12.6% (2%)
</TABLE>
Interest Expense (net of interest capitalized)
Interest expense for the first half of 1999 was even with the first half of
1998. Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries. Accordingly, interest expense in each period includes an
allocation of interest on Tenneco corporate debt. This allocation was based, in
general, on the ratio of Packaging's net assets to Tenneco's consolidated net
assets plus debt. See Note 5 to the Combined Financial Statements of The
Businesses of Tenneco Packaging for a further discussion of the allocation of
Tenneco consolidated debt and interest expense to Packaging.
Income Taxes
Packaging's effective tax rate for the first half of 1999 was 31 percent,
compared to 35 percent in last year's period.
DISCONTINUED OPERATIONS AND EXTRAORDINARY CHARGE
Loss from discontinued operations in the first half of 1999 was $163
million, net of an income tax benefit of $102 million, or $.98 per diluted
common share. This included a loss on the contribution of the containerboard
assets of $178 million, net of an income tax benefit of $115 million, or $1.07
per diluted common share.
Discontinued operations generated income of $37 million, net of income tax
expense of $25 million, or $.22 per diluted common share, during the first half
of 1998.
The current year's first six months also includes an extraordinary charge
to cover the cost of early retirement of debt in connection with the
contribution of the containerboard assets of $7 million, net of income tax
expense of $4 million, or $.04 per diluted common share.
See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging for a further discussion of discontinued operations.
OUTLOOK
See "Summary -- Recent Developments" for information concerning Packaging's
expectations for third quarter 1999 results of operations.
98
<PAGE> 100
CHANGES IN ACCOUNTING PRINCIPLES
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," which establishes
new accounting and reporting standards for the costs of computer software
developed or obtained for internal use. This statement requires prospective
application, for fiscal years beginning after December 15, 1998. Packaging
adopted SOP 98-1 on January 1, 1999. The impact of this new standard did not
have a significant effect on Packaging's financial position or results of
operations.
In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement was effective for fiscal years beginning after
December 15, 1998. This statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Packaging previously
capitalized costs related to the start-up of new foreign operations and its
administrative service operations. Packaging adopted SOP 98-5 on January 1,
1999, and recorded an after-tax charge for the cumulative effect of this change
in accounting principle upon adoption of $32 million, net of a $9 million tax
benefit, or $.19 per diluted common share. The change in accounting principle
decreased the loss before cumulative effect of change in accounting principle by
$4 million, net of $2 million in income tax expense, or $.02 per diluted common
share, for the six months ended June 30, 1999. If the new accounting method had
been applied retroactively, net income for the six months ended June 30, 1998,
and the years ended December 31, 1998, 1997, and 1996, would have been lower by
$7 million, net of a $5 million income tax benefit, or $.04 per diluted common
share, $14 million, net of an $8 million tax benefit, or $.08 per diluted common
share, $7 million, net of a $3 million tax benefit, or $.04 per diluted common
share, and $7 million, net of a $4 million tax benefit, or $.04 per diluted
share, respectively.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
accounting and reporting standards requiring that all derivative instruments,
including derivative instruments embedded in other contracts, be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting treatment. This statement cannot be
applied retroactively and is effective for all fiscal years beginning after June
15, 2000. Packaging is currently evaluating the new standard but has not yet
determined the impact it will have on its financial position or results of
operations.
EARNINGS PER SHARE
Packaging's income from continuing operations was $.31 per diluted common
share for the first half of 1999, compared to $.41 per diluted common share for
last year's first half. All references to earnings per share in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations are on a diluted basis unless otherwise noted. The current year's
period also included a loss from discontinued operations of $.98 per diluted
common share, a $.04 per share extraordinary loss on early retirement of debt in
connection with the contribution of the containerboard assets, and $.19 per
diluted common share of charges related to the cumulative effect of changes in
accounting principles noted above. First half 1998 included $.22 per diluted
common share of income from discontinued operations. Net income per diluted
common share was $.63 in the first half of 1998, as compared to a loss of $.90
per diluted common share in this year's period.
99
<PAGE> 101
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, %
1999 1998 CHANGE
-------- ------------ ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities........... $ 367 $ 595
Long-term debt................................... 1,494 1,312
Debt allocated to discontinued operations........ -- 548
------ ------ ---
Total debt.................................. 1,861 2,455 (24%)
Minority interest................................ 14 14 --%
Combined equity.................................. 1,340 1,776 (25%)
------ ------
Total capitalization........................ $3,215 $4,245 (24%)
====== ======
</TABLE>
Packaging's debt to total capitalization ratio was 57.8 percent at both
June 30, 1999, and December 31, 1998. Debt allocated from Tenneco to Packaging
declined due to the contribution by Packaging of its containerboard assets to
the joint venture.
Equity declined primarily as a result of the net loss for the first six
months, which included the loss on the containerboard assets as well as the
charge associated with the plan to realign the Greenwich, Connecticut
headquarters facility. See the Statements of Changes in Combined Equity in the
Combined Financial Statements of The Businesses of Tenneco Packaging contained
elsewhere in this document for a description of factors affecting equity.
In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture. Packaging
expects the sale to be completed before the spin-off, with the net proceeds used
to retire Tenneco debt that would otherwise be allocated to Packaging in the
debt realignment. If the sale occurs after the spin-off, the net proceeds will
be used to retire Packaging debt.
Cash Flows
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1999 1998
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ (45) $ 288
Investing activities...................................... (866) (221)
Financing activities...................................... 920 (66)
</TABLE>
Cash flow provided by continuing operating activities declined by $163
million for the first six months of 1999 compared to the same period in 1998,
primarily due to higher working capital levels. This was mainly attributable to
higher receivables, lower payables and a seasonal build in inventories during
the 1999 period.
Cash flow from Tenneco's discontinued paperboard operations declined by
$170 million in the first six months of 1999 compared to the 1998 period. This
is primarily attributable to the purchase of containerboard business accounts
receivable in contemplation of the contribution of the containerboard business
to the joint venture in April 1999. Additionally, lower linerboard and medium
prices resulted in lower operating cash flow for the containerboard business.
Excluding the effects of the discontinued paperboard operations, cash used
by investing activities was lower during the first six months of 1999 by $127
million compared to the first six months of 1998. Reduced capital spending,
lower systems related expenditures and lower acquisition activity contributed to
the decline.
As described above, Packaging borrowed approximately $1.8 billion in the
second quarter in connection with the formation of the containerboard joint
venture and used approximately $1.2 billion of
100
<PAGE> 102
that amount to purchase leased assets and timber cutting rights of that
business. The remaining proceeds of these borrowings, plus additional cash
proceeds of approximately $306 million from the containerboard and folding
carton transactions, were used to retire Tenneco's short-term debt in the second
quarter. Accordingly, absent the borrowings described above, cash used by
financing activities was $840 million for the first six months of 1999.
Packaging contributed the containerboard business to the new joint venture
subject to the approximately $1.8 billion in new debt. The debt reduction which
resulted from this contribution is shown on the statements of cash flows as a
non-cash financing activity.
Capital Commitments
Packaging estimates that expenditures aggregating approximately $110
million will be required after December 31, 1998, to complete facilities and
projects authorized at that date, and substantial commitments have been made in
connection with those projects.
Liquidity
Historically, Packaging's excess net cash flows from operating and
investing activities have been used by its parent, Tenneco, to meet consolidated
debt and other obligations. Conversely, when Packaging's cash requirements have
been in excess of cash flows from operations, Tenneco has utilized its
consolidated credit facilities to fund Packaging's obligations. Also, depending
on market and other conditions, Packaging has utilized external sources of
capital to meet specific funding requirements. Packaging's management believes
that, after the spin-off, Packaging's cash flows from operations combined with
available borrowing capacity under the new credit facilities described below,
will generally be sufficient to meet its future capital requirements for the
following year.
As described under "The Spin-off-Debt Realignment," Tenneco intends to
realign its debt before the spin-off. As part of this debt realignment,
Packaging will (1) issue the new securities in the exchange offers and (2) make
new borrowings under new credit facilities to be entered into in connection with
the spin-off. Cash proceeds will be remitted to Tenneco to fund the debt
realignment.
Definitive agreements for these financings are being negotiated and have
not been completed. Accordingly, the terms of such arrangements described below
are preliminary and may change as a result of the negotiation of definitive
agreements. In addition, funding under the financings described below will be
subject to the satisfaction of numerous conditions.
The terms of the new public debt securities will be substantially identical
to the terms of the corresponding series of Tenneco's original securities for
which they are exchanged, except that (1) Packaging will be the issuer and (2)
the interest rates will be different. The terms of the new securities will not
restrict Packaging's ability to make dividends or capital expenditures or incur
additional unsecured debt. See "Description of The New Securities."
In addition, Packaging intends to enter into a five-year, $750 million
long-term revolving credit facility and a $250 million 364-day revolving credit
facility in connection with the spin-off. Initial borrowings under these
facilities will be used to fund a portion of the debt realignment. After the
spin-off, additional borrowings may be used for general corporate purposes.
Although the terms of these facilities have not been finalized, Packaging does
not expect these facilities to include any general restrictions on its ability
to pay dividends or make capital expenditures, although they may include
limitations on incurring liens, or incurring debt and guarantee obligations at
the subsidiary level. Packaging does expect, however, that these facilities will
require it to comply with specified financial ratios, as well as other customary
covenants and agreements. Borrowings under these facilities are expected to bear
interest at a floating rate based on LIBOR, adjusted for reserve requirements,
plus a specified margin or based on a specified prime or reference rate plus a
specified margin, at Packaging's option. Borrowings under these facilities may
also bear interest based on competitive bids. See "Description of
Packaging -- New Financing" for further information.
101
<PAGE> 103
A lender has committed to provide Packaging up to $1.5 billion of term loan
financing, which Packaging intends to use in the event it does not sell its
containerboard joint venture interest before the spin-off for general corporate
and other purposes. Although the terms of this financing have not been
finalized, Packaging expects that borrowings under this facility would be due 18
months after funding and bear interest at a floating rate based on LIBOR,
adjusted for reserve requirements, plus a specified margin or based on a
specified prime or reference rate plus a specific margin, at Packaging's option.
Packaging expects this financing would include covenants similar to those
described above for the revolving credit facilities. See "Description of
Packaging -- New Financing" for further information.
Before the spin-off Packaging expects to enter into a $175 million
syndicated lease facility with a third party lessor and various lenders, the
proceeds of which will be used to restructure or replace certain existing
operating leases and public warehouse arrangements and to facilitate additional
leasing arrangements for other operating facilities. Packaging expects that the
syndicated lease facility will contain customary terms and conditions, including
a residual value guarantee, default provisions and financial covenants.
ENVIRONMENTAL MATTERS
Packaging and a number of its subsidiaries and affiliates are parties to
environmental proceedings. Expenditures for ongoing compliance with
environmental regulations that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations and which do not contribute to current or future
revenue generation are expensed. Liabilities are recorded when environmental
assessments indicate that remedial efforts are probable and the costs can be
reasonably estimated. Estimates of the liability are based upon currently
available facts, existing technology, and presently enacted laws and regulations
taking into consideration the likely effects of inflation and other societal and
economic factors. All available evidence is considered including prior
experience in remediation of contaminated sites, other companies' clean-up
experience and data released by the United States Environmental Protection
Agency or other organizations. These estimated liabilities are subject to
revision in future periods based on actual costs or new information. These
liabilities are included in the combined balance sheet at their undiscounted
amounts. Recoveries are evaluated separately from the liability and, when
assured, are recorded and reported separately from the associated liability in
the combined financial statements.
As of July 1, 1999, Packaging has been designated as a potentially
responsible party at three Superfund sites and it has estimated its share of the
liability at these sites to be approximately $2 million in the aggregate. In
addition, Packaging also may have liability to remediate several current or
former facilities and it has estimated its share of the remediation costs at
these facilities to be approximately $4 million in the aggregate. For both the
Superfund sites and its current and former facilities, Packaging has established
reserves that it believes are adequate for these costs. Although Packaging
believes its estimates of remediation costs are reasonable and based on the
latest information, the clean-up costs are estimates and are subject to revision
as more information becomes available about the extent of remediation required.
At certain sites, Packaging expects that other parties will contribute to the
remediation costs. In addition, at the Superfund sites, the Comprehensive
Environmental Response, Compensation and Liability Act provides that Packaging's
liability could be joint and several meaning that Packaging could be required to
pay in excess of its share of remediation costs. Packaging's understanding of
the financial strength of other potentially responsible parties at both the
Superfund sites and at its current and former facilities has been considered,
where appropriate, in Packaging's determination of its estimated liability.
Packaging believes that any adjustment to the costs associated with its current
status as a potentially responsible party at the Superfund sites or as a liable
party at its current or former facilities will not be material to its
consolidated financial position or results of operations.
Packaging estimates that its capital expenditures for environmental matters
for 1999 and 2000 will not be material.
102
<PAGE> 104
DERIVATIVE FINANCIAL INSTRUMENTS
Foreign Currency Exchange Rate Risk
Packaging currently manages its exposure to changes in foreign currency
rates by making loans with a Tenneco affiliate in the functional currency of the
operating company concerned. The Tenneco affiliate then integrates all of
Tenneco's foreign currency denominated intercompany loans and enters into
foreign currency forward purchase and sale contracts to mitigate its net
exposure to changes in foreign exchange rates. This reduces Packaging's need to
enter into forward contracts with third parties. Packaging expects that,
following the spin-off, its use of foreign currency forward purchase and sale
contracts will increase.
Additionally, Packaging from time to time enters into foreign currency
forward purchase and sale contracts to mitigate its exposure to changes in
exchange rates on intercompany and third party trade receivables and payables.
Packaging does not currently enter into derivative financial instruments for
speculative purposes.
The administration of these activities is concentrated at a London-based
Tenneco affiliate. This affiliate enters into forward purchase and sell
contracts with Tenneco's operating divisions to hedge the divisions' exposure to
changes in foreign currency exchange rates. The affiliate then enters into
contracts with third parties to hedge Tenneco's consolidated exposure. At
December 31, 1998, Packaging had purchase contracts with this affiliate of
approximately one million dollars, primarily in U.S. dollars, and sell contracts
of approximately one million dollars, primarily in British pounds. At December
31, 1997, Packaging had purchase contracts of approximately two million dollars,
primarily in Belgian francs and German marks, and sell contracts of
approximately two million dollars, primarily in British pounds and French
francs. Packaging's purchase and sell contracts as of June 30, 1999 and December
31, 1998 were not materially different.
Interest Rate Risk
Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries. Tenneco's financial instruments that are sensitive to market risk
for changes in interest rates are its debt securities. Tenneco primarily uses
commercial paper to finance its short-term capital requirements. Since
commercial paper generally matures in three months or less, Tenneco pays a
current market rate of interest on these borrowings. Tenneco finances its
long-term capital requirements with long-term debt with original maturity dates
ranging up to 30 years. All of Tenneco's existing long-term debt obligations
have fixed interest rates. Consequently, Tenneco is not exposed to cash flow or
fair value risk from market interest rate changes on its long-term debt
portfolio.
Packaging's interest expense in each period includes an allocation of
interest on Tenneco corporate debt. The allocated interest expense carries with
it exposure to Tenneco's interest rate risk. The table below provides
information about Tenneco's financial instruments that are sensitive to interest
rate risk as of December 31, 1998.
<TABLE>
<CAPTION>
Estimated Maturity Dates FAIR VALUE AT
-------------------------------------------------- DECEMBER 31,
1999 2000 2001 2002 2003 THEREAFTER TOTAL(b) 1998(a)
---- ---- ---- ---- ---- ---------- -------- -------------
(MILLIONS EXCEPT EFFECTIVE INTEREST RATES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term (excluding current
maturities)......................... $821 $ -- $ -- $ -- $ -- $ -- $ 821 $ 821
Average effective interest rate..... 5.9% --% --% --% --% --%
Long-term debt (including current
maturities)......................... $250 $ 10 $187 $498 $ 7 $1,583 $2,535 $2,606
Average effective interest rate..... 6.4% 12.0% 6.8% 6.8% 11.2% 7.6%
</TABLE>
- -------------------------
(a) Fair value of short-term debt was considered to be the same as or was not
determined to be materially different from the carrying amount. The fair
value of fixed-rate long term debt was generally based on the market value
of Tenneco debt offered in open market exchanges at December 31, 1998.
103
<PAGE> 105
(b) At December 31, 1998, short-term and long-term Tenneco debt allocated to
Packaging was $583 million and $1,291 million, respectively. Corporate debt
allocated to Packaging's discontinued operations was $548 million at
December 31, 1998.
Tenneco's financial instruments that are sensitive to interest rate risk as
of June 30, 1999 are not materially different from the table presented above. In
connection with the debt realignment, Packaging will enter into a new credit
facility which will be subject to interest rate risks.
In connection with the spin-off, the above described instruments, which are
sensitive to interest rate risk, are expected to be refinanced.
The statements and other information, including the tables, in this
"Derivative Financial Instruments" section constitute "forward-looking
statements."
YEAR 2000
Many computer software systems, as well as some hardware and equipment
utilizing date-sensitive data, were designed to use a two-digit date field.
Consequently, these systems, hardware and equipment will not be able to properly
recognize dates beyond the year 1999 (the "Year 2000 issue"). Packaging's
significant technology transformation projects have addressed the Year 2000
issue in those areas where replacement systems are being installed for other
business reasons. Where existing systems and equipment are expected to remain in
place beyond 1999, Packaging has a detailed process in place to identify and
assess Year 2000 issues and to remediate, replace or establish alternative
procedures addressing non-Year 2000 compliant systems, hardware and equipment.
Packaging has substantially completed inventorying its systems and
equipment, including computer systems and business applications, as well as
date-sensitive technology embedded in its equipment and facilities. Packaging
continues to plan for and undertake remediation, replacement or establishment of
alternative procedures for non-compliant Year 2000 systems and equipment; and
test remediated, replaced or alternative procedures for systems and equipment.
Packaging believes that approximately 70 percent of its major business
applications systems and approximately 90 percent of its manufacturing equipment
had achieved Year 2000 compliance as of June 30, 1999. Packaging has confirmed
that none of its products are date-sensitive. Remediation, replacement or
establishment of alternative procedures for systems and equipment have been and
are being undertaken on a business priority basis. This is ongoing and was
completed at some locations in 1998 with the remainder expected to be completed
through the third quarter of 1999. Testing will occur in the same time frame.
Based upon current estimates, Packaging believes that costs to address Year
2000 issues and implement the necessary changes to its existing systems and
equipment, including costs incurred to date, will range from $25 to $30 million.
As of June 30, 1999, approximately $17 million of the costs had been incurred.
These costs are being expensed as they are incurred, except that in some
instances Packaging may determine that replacing existing computer systems or
equipment may be more effective and efficient, particularly where additional
functionality is available. These replacements would be capitalized and would
reduce the estimated expense associated with Year 2000 issues.
Packaging has also contacted its major suppliers, financial institutions,
and others with whom it conducts business to determine whether they will be able
to resolve in a timely manner Year 2000 problems possibly affecting Packaging. A
majority of these entities, including critical suppliers, have responded by
advising as to the status of their efforts and by stating that they expect to
become Year 2000 compliant in a timely manner. Based on these responses,
critical suppliers have been assigned a risk rating. This process is ongoing.
Packaging intends to continue corresponding with critical high risk third
parties to obtain information and updates on their Year 2000 efforts, and to
assess new suppliers, financial institutions and others with whom it begins to
conduct business.
104
<PAGE> 106
If Packaging is unable to complete on a timely and cost-effective basis the
remediation or replacement of critical systems or equipment not yet in
compliance, or develop alternative procedures, or if those with whom Packaging
conducts business are unsuccessful in implementing timely solutions, Year 2000
issues could have a material adverse effect on Packaging's financial condition
or results of operations. Possible worst case scenarios include interruptions in
Packaging's ability to manufacture its products, process and ship orders, and
bill and collect accounts receivable due to internal system failures or the
system failures of its suppliers or customers. Packaging believes it will be
able to timely resolve its own Year 2000 issues.
As part of its planning and readiness activities, Packaging is developing
Year 2000 contingency plans for critical business processes such as banking,
data center operations and just-in-time manufacturing operations. Contingency
plans are being developed on a business unit basis, where needed, to respond to
previously undetected Year 2000 problems and business interruption from
suppliers. Contingency plans will include alternative suppliers, as necessary,
as well as assuring the availability of key personnel at year end to address
unforeseen Year 2000 problems.
Prior to the spin-off, Tenneco's administrative services operation has been
assisting both Packaging and Automotive with their Year 2000 remediation,
replacement and testing activities. Except for mainframe testing, substantially
all of these Year 2000 assistance activities have been completed for Automotive.
Shortly after the spin-off, Packaging is scheduled to assist Automotive with the
completion of the mainframe testing.
EURO CONVERSION
The European Monetary Union resulted in the adoption of a common currency,
the "Euro," among eleven European nations. The Euro is being adopted over a
three-year transition period beginning January 1, 1999. In October 1997, Tenneco
established a cross-functional Euro Committee, comprised of representatives of
Tenneco's operational divisions, including Packaging, as well as its corporate
offices. That Committee had two principal objectives: (1) to determine the
impact of the Euro on Tenneco's business operations; and (2) to recommend and
facilitate implementation of those steps necessary to ensure that Tenneco would
be fully prepared for the Euro's introduction. As of January 1, 1999, Packaging
had implemented those Euro conversion procedures that it had determined to be
necessary and prudent to adopt by that date, and is on track to becoming fully
"Euro ready" on or before the conclusion of the three-year Euro transition
period. Packaging believes that the costs associated with transitioning to the
Euro will not be material to its combined financial position or the results of
its operations.
YEARS 1998 AND 1997
RESULTS OF CONTINUING OPERATIONS
Packaging reported income from continuing operations of $82 million for the
year ended December 31, 1998, compared to $106 million for the same period in
1997. The 1998 figure includes a $20 million after-tax charge to reduce overhead
and manufacturing costs throughout every part of Packaging's business. Excluding
the restructuring charge, Packaging's income from continuing operations for the
1998 period was $102 million. The decline resulted from costs related to
Packaging's data center consolidation effort, offset by record results in the
Specialty segment. Higher interest expense and a higher tax rate also
contributed to the earnings decline.
Net Sales and Operating Revenues
<TABLE>
<CAPTION>
%
1998 1997 CHANGE
------ ------ ------
(MILLIONS)
<S> <C> <C> <C>
Specialty........................................... $2,785 $2,553 9%
Intergroup sales and other.......................... 6 10 (40%)
------ ------
$2,791 $2,563 9%
====== ======
</TABLE>
105
<PAGE> 107
Packaging's revenue increase in its Specialty segment of $232 million
resulted primarily from full-year inclusion of the protective and flexible
packaging businesses acquired from N.V. Koninklijke KNP BT ("KNP") in 1997 and
from the May 1998 acquisition of Richter Manufacturing. The KNP businesses
contributed $160 million of incremental revenue in 1998 measured through the
first anniversary of their acquisition in late April 1997. Richter Manufacturing
revenue during 1998 was $39 million. The remaining revenue increase reflects
higher unit volumes in numerous product lines which more than offset lower
pricing.
Operating Income
The following table presents operating income by segment for the years 1998
and 1997:
<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty.............................................. $328 $308 6%
Other.................................................. (45) (2) NM
---- ----
$283 $306 (8%)
==== ====
</TABLE>
As described earlier in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, Packaging recorded a pre-tax
restructuring charge to income from continuing operations of $32 million ($20
million after-tax) in the fourth quarter of 1998. The restructuring charge
affected Packaging's segments as follows: Specialty -- $18 million and
Other -- $14 million.
Excluding these restructuring charges, a comparison of Packaging's 1998 and
1997 operating income is as follows:
<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................... $346 $308 12%
Other................................................... (31) (2) NM
---- ----
$315 $306 3%
==== ====
</TABLE>
Packaging's operating income increase in its Specialty segment reflected
$24 million from acquired businesses measured through the one-year anniversary
of their acquisitions, as well as higher unit volumes, primarily in Hefty
One-Zip(R), food service foam, and consumer tableware products. Lower raw
material costs approximately offset price reductions to customers. In addition,
Specialty incurred approximately $7 million in one-time costs related to an
information systems project in North America.
Packaging's operating loss in its "Other" segment increased in 1998 over
1997 levels primarily as a result of higher costs related to Packaging's data
center consolidation effort, which more than offset lower unabsorbed costs at
Packaging's administrative services operation.
Operating Income as a Percentage of Revenue
Operating income as a percentage of revenue for 1998 and 1997, including
the fourth quarter 1998 restructuring charge, were as follows:
<TABLE>
<CAPTION>
1998 1997 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty.................................................. 11.8% 12.1% (2%)
Total...................................................... 10.1% 11.9% (15%)
</TABLE>
The Specialty segment's operating income as a percentage of revenue
contracted as the growth rate of operating income, including the restructuring
charge, was 6 percent compared with the 9 percent growth rate of revenues. On a
consolidated basis, total operating income as a percentage of revenue contracted
106
<PAGE> 108
even further, as the operating income, including both the restructuring charge
and the increased costs in the other segment, decreased 8 percent while revenue
grew 9 percent.
Excluding the fourth quarter 1998 restructuring charge, operating income as
a percentage of revenue for the same periods were as follows:
<TABLE>
<CAPTION>
1998 1997 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty.................................................. 12.4% 12.1% 2%
Total...................................................... 11.3% 11.9% (5%)
</TABLE>
Interest Expense (net of interest capitalized)
Interest expense for 1998 was $9 million, or 7 percent, higher than for
1997. As described above, interest expense in each period includes an allocation
of interest on Tenneco corporate debt. This allocation was based, in general, on
the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. See Note 5 to the Combined Financial Statements of The Business of Tenneco
Packaging contained elsewhere in this document for a further discussion of the
allocation of Tenneco consolidated debt and interest expense to Packaging.
Income Taxes
Packaging's effective tax rate for 1998 was 45 percent, compared to 41
percent for 1997. The effective tax rate was higher than the statutory rate in
both periods primarily as a result of state and local income taxes.
DISCONTINUED OPERATIONS
Discontinued operations generated income of $57 million, net of income tax
expense of $38 million, or $.34 per diluted common share for 1998.
Discontinued operations generated income of $21 million, net of income tax
expense of $14 million, or $.12 per diluted common share during 1997.
Fourth quarter 1998 results from discontinued operations for the paperboard
packaging business includes a pre-tax charge of $14 million related to
Packaging's restructuring plan to reduce administrative and operational overhead
costs. The paperboard packaging restructuring plan involves closing four box
plants and the elimination of 78 positions at those plants.
Income from the discontinued paperboard packaging business in 1998 also
included a $15 million pre-tax gain on the sale of its remaining 20 percent
interest in a recycled paperboard joint venture with Caraustar Industries and a
$17 million pre-tax gain on the sale of non-strategic timberland assets. In
1997, income from discontinued operations included a $38 million pre-tax gain on
refinancing of two containerboard mill leases and a $5 million pre-tax gain from
a timberland management transaction.
See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging contained elsewhere in this document for a further discussion
of discontinued operations.
CHANGES IN ACCOUNTING PRINCIPLES
As required by the FASB's Emerging Issues Task Force ("EITF") Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation," Packaging recorded an after-tax charge of $38 million, net of a
tax benefit of $24 million, or $.23 per diluted common share, in the fourth
quarter of 1997. EITF Issue 97-13 establishes the accounting treatment and an
allocation methodology for consulting and other costs incurred in connection
with information technology transformation efforts. This charge was reported as
a cumulative effect of change in accounting principle.
107
<PAGE> 109
EARNINGS PER SHARE
Income from continuing operations was $.49 per diluted common share for
1998, compared to $.63 per diluted common share in 1997. Discontinued operations
provided income of $.34 and $.12 per diluted common share, for 1998 and 1997,
respectively. In 1997, Packaging also recorded a charge for the cumulative
effect of a change in accounting principle noted above of $.23 per diluted
common share, resulting in net income of $.52 per diluted common share, compared
to $.83 per diluted common share in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
<TABLE>
<CAPTION>
%
1998 1997 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities............... $ 595 $ 158
Long-term debt....................................... 1,312 1,492
Debt allocated to discontinued operations............ 548 473
------ -------
Total debt.................................... 2,455 2,123 16%
Minority interest.................................... 14 15 (7%)
Combined equity...................................... 1,776 1,839 (3%)
------ -------
Total capitalization.......................... $4,245 $ 3,977 7%
====== =======
</TABLE>
Packaging's debt to capitalization ratio was 57.8 percent at December 31,
1998, compared to 53.4 percent at December 31, 1997. The increase in the ratio
is attributable to additional corporate debt allocated to Packaging from Tenneco
during 1998, as well as a decline in equity. See Note 5 to the Combined
Financial Statements of The Businesses of Tenneco Packaging for a further
discussion of the allocation of Tenneco consolidated debt and interest expense
to Packaging. See the Statements of Changes in Combined Equity of The Businesses
of Tenneco Packaging for a description of factors affecting equity.
Cash Flows
<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ 577 $ 405
Investing activities...................................... (514) (654)
Financing activities...................................... (67) 239
</TABLE>
Cash flow from operating activities increased by $172 million from 1997 to
1998. Of this amount, $74 million was produced by continuing operations and $98
million was produced by discontinued operations. The increase from continuing
operations was primarily attributable to working capital, which increased
significantly during 1997 to support the growth in revenues over 1996 levels.
Working capital decreased slightly during 1998 as revenue growth moderated. Cash
flow from discontinued operations improved due to higher earnings in 1998
resulting from improved containerboard pricing.
Investing activities used $140 million less cash during 1998 than in 1997.
A significantly reduced level of acquisitions was partially offset by a higher
level of capital spending for discontinued operations. This increased spending
was primarily to acquire some leased timberlands in contemplation of the
separation of the containerboard assets from Packaging's other businesses.
Acquisitions in 1998 included: Champion International's dual-ovenable paperboard
tray manufacturing facility in Belvidere, Illinois; Richter Manufacturing and
Sentinel Products. In 1997, acquisitions related primarily to the protective and
flexible packaging businesses of KNP.
108
<PAGE> 110
Financing activities used $67 million in 1998, compared to providing $239
million in 1997, a change of $306 million. Packaging retired $82 million less
debt during 1998. During 1998, Packaging remitted $56 million to Tenneco. During
1997, Tenneco contributed $331 million to Packaging.
YEARS 1997 AND 1996
RESULTS OF CONTINUING OPERATIONS
Net Sales and Operating Revenues
<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................. $2,553 $1,987 28%
Intergroup sales and other............................ 10 -- NM
------ ------
$2,563 $1,987 29%
====== ======
</TABLE>
Packaging experienced increases in revenues from its Specialty segment of
$566 million during 1997 over 1996. This growth was primarily generated by unit
volume sales growth and revenues earned by companies acquired in 1996 and 1997.
The protective and flexible packaging businesses acquired from KNP in late April
1997, along with revenues from the Amoco Foam products business calculated
through the first anniversary of its August 1996 acquisition, contributed $491
million to this revenue growth during 1997. Unit volume sales increases,
primarily in the consumer markets and clear plastic containers, accounted for
significant revenue increases as well. Partially offsetting revenue growth from
acquisitions and volumes was lower product pricing, reflecting lower raw
material prices, which negatively impacted revenues by $53 million.
Operating Income
<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Specialty............................................... $308 $249 24%
Other................................................... (2) (15) NM
---- ----
$306 $234 31%
==== ====
</TABLE>
Packaging's higher operating income from its Specialty segment in 1997
resulted primarily from $76 million in operating income generated by the
protective and flexible packaging businesses acquired from KNP in late April
1997 and the Amoco Foam products acquisition calculated through the first
anniversary of its August 1996 acquisition. A portion of the 1997 earnings
increase from the foam products acquisition resulted from cost savings realized
by the integration of the acquired company into the Specialty segment's existing
business.
Packaging's operating loss in its "Other" segment increased in 1997
compared to 1996 before a charge of $17 million related to the acceleration of
employee benefits in connection with Tenneco's December 1996 corporate
reorganization. The increase resulted from a higher level of unallocated
administrative costs related to Packaging's administrative services operation,
which began operation in late 1996.
Operating Income as a Percentage of Revenue
Operating income as a percentage of revenue for 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1997 1996 % CHANGE
---- ---- --------
<S> <C> <C> <C>
Specialty............................................... 12.1% 12.5% (3%)
Total................................................... 11.9% 11.8% 1%
</TABLE>
109
<PAGE> 111
Specialty segment's operating income as a percentage of revenue contracted
from 1996 to 1997 as the growth rate of operating income was 24 percent compared
with the 28 percent growth rate of revenues. On a consolidated basis, total
operating income as a percentage of revenue expanded slightly, as the operating
income grew 31 percent while revenue grew 29 percent.
Interest Expense (net of interest capitalized)
Interest expense for 1997 was $22 million or 22 percent higher than for
1996. As described above, interest expense in each period includes an allocation
of interest on Tenneco corporate debt. This allocation was based, in general, on
the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. See Note 5 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for a further discussion
of the allocation of Tenneco consolidated debt and interest to Packaging.
Income Taxes
Packaging's effective tax rate for 1997 was 41 percent, compared to 51
percent for 1996. The 1997 and 1996 effective tax rate was higher than the
statutory rate as a result of state and local income taxes.
DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS
Discontinued operations generated income of $21 million, net of income tax
expense of $14 million, or $.12 per diluted common share, during 1997.
Discontinued operations generated income of $71 million, net of income tax
expense of $47 million, or $.42 per diluted common share, for 1996.
Income from discontinued operations in 1997 included a $38 million pre-tax
gain which resulted from the refinancing of two containerboard mill leases.
Income from the discontinued paperboard packaging business in 1996 included a
$50 million pre-tax gain on the sale of certain recycled paperboard assets to a
joint venture with Caraustar Industries and a pre-tax charge of $6 million to
reorganize Packaging's folding carton operations.
The extraordinary loss reported in 1996 of $2 million, net of an income tax
benefit of $1 million, or $.01 per diluted common share, relates to premium paid
on early retirement of debt in anticipation of the corporate reorganization
effected in the fourth quarter of 1996.
See Note 7 to the Combined Financial Statements of The Businesses of
Tenneco Packaging included elsewhere in this document for a further discussion
of discontinued operations.
EARNINGS PER SHARE
Income from continuing operations was $.63 per diluted common share in
1997, up from $.38 per diluted common share in 1996. Discontinued operations
produced income of $.12 and $.42 per diluted common share, for 1997 and 1996,
respectively. Packaging recorded the cumulative effect of a change in accounting
principle discussed above of $.23 per diluted common share, resulting in net
income of $.52 per diluted common share for 1997. Packaging also recorded an
extraordinary loss of $.01 per diluted common share in 1996, related to early
retirement of debt, resulting in net income per diluted common share of $.79.
Average shares of common stock outstanding increased slightly during 1997. For
further information regarding the calculation of earnings per share, see Note 3
to the Combined Financial Statements of The Businesses of Tenneco Packaging.
110
<PAGE> 112
LIQUIDITY AND CAPITAL RESOURCES
Capitalization
<TABLE>
<CAPTION>
%
1997 1996 CHANGE
---- ---- ------
(MILLIONS)
<S> <C> <C> <C>
Short-term debt and current maturities................ $ 158 $ 123
Long-term debt........................................ 1,492 1,073
Debt allocated to discontinued operations............. 473 394
------ ------
Total debt.................................. 2,123 1,590 34%
Minority interest..................................... 15 -- NM
Combined equity....................................... 1,839 1,843 --
------ ------
Total capitalization........................ $3,977 $3,433 16%
====== ======
</TABLE>
Packaging's debt to capitalization ratio was 53.4 percent at December 31,
1997, compared to 46.3 percent at December 31, 1996. The increase in the ratio
is attributable to additional corporate debt allocated to Packaging from Tenneco
during 1997. See Note 5 to the Combined Financial Statements of The Businesses
of Tenneco Packaging for a further discussion of the allocation of Tenneco
consolidated debt and interest expense to Packaging.
Cash Flows
<TABLE>
<CAPTION>
1997 1996
---- ----
(MILLIONS)
<S> <C> <C>
Cash provided (used) by:
Operating activities...................................... $ 405 $ 263
Investing activities...................................... (654) (669)
Financing activities...................................... 239 399
</TABLE>
Operating activities provided $405 million in 1997 and $263 million in
1996. Discontinued operations provided $110 million of the increase. Continuing
operations benefited from higher income and cash flow benefits from tax refunds
during 1997, resulting primarily from tax benefits derived from the December
1996 reorganization and debt realignment, and a 1996 tax net operating loss,
which was carried back to earlier years. These positive benefits were largely
offset by increased working capital associated with higher revenue levels and
increased cash outflows associated with the fourth quarter 1996 restructuring
initiatives.
Investing activities used $15 million less cash in 1997 than in 1996. Lower
capital expenditures for discontinued operations and lower acquisitions for both
continuing and discontinued operations were largely offset by lower proceeds
from the sale of discontinued operations.
Financing activities generated $160 million less cash in 1997 than in 1996.
Packaging retired $69 million more debt and Tenneco contributed $91 million less
cash to Packaging in 1997 than in 1996.
111
<PAGE> 113
PRINCIPAL STOCKHOLDERS
All of the capital stock of Packaging is currently owned by Tenneco. In the
spin-off, Tenneco stockholders will receive one share of Packaging common stock
per share of Tenneco common stock. The following table provides information
about these persons that Packaging expects to own more than 5% of Packaging's
common stock upon completion of the spin-off. It is based on Packaging's
knowledge of those persons who owned more than 5% of Tenneco's common stock on
June 30, 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF PACKAGING PERCENT OF COMMON
OF BENEFICIAL OWNER(1) COMMON STOCK OWNED(1) STOCK OUTSTANDING(1)
---------------------- --------------------- --------------------
<S> <C> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. .......... 20,761,040(2) 12.18%(2)
One McKinney Plaza
3232 McKinney Avenue
15th Floor
Dallas, Texas 75204-2429
Morgan Stanley Dean Witter & Co. ................... 10,662,171(3) 6.26%(3)
1585 Broadway
New York, New York 10036
</TABLE>
- ---------------
(1) This information is based on information contained in filings made with the
Securities and Exchange Commission regarding the ownership of Tenneco common
stock.
(2) Barrow, Hanley, Mewhinney & Strauss, Inc. has indicated that it has sole
voting power over 5,104,460 shares, shared voting power over 16,227,200
shares, and sole dispositive power over 20,761,040 shares. Barrow, Hanley
also advised Tenneco that it is a registered investment advisor and these
shares are held on behalf of various clients.
(3) Morgan Stanley Dean Witter & Co. has indicated that it has sole voting power
over 10,504,928 shares.
112
<PAGE> 114
DESCRIPTION OF TENNECO AFTER THE SPIN-OFF/AUTOMOTIVE
Tenneco is a global manufacturing company whose major businesses currently
consist of Automotive and Packaging. See "Incorporation of Information by
Reference" and "Summary." Upon completion of the spin-off, Packaging will be an
independent, publicly traded company and Tenneco's remaining operations will
consist solely of Automotive. See "The Spin-off."
Automotive, with 1998 revenues of over $3.2 billion, is one of the world's
largest producers of emissions control and ride control systems and products.
The company serves both original equipment (OE) manufacturers and replacement
markets world wide through leading brands, including Monroe(R) brand ride
control and Walker(R) brand emissions control products. Automotive, on an
independent basis, would have ranked as number 457 based on revenues on the 1998
Fortune 500 listing of U.S. companies.
As an automotive parts supplier, Automotive designs, markets and sells
individual component parts for vehicles as well as groups of components that are
combined as modules or systems within vehicles. These parts, modules and systems
are sold globally to the vast majority of vehicle manufacturers and throughout
all aftermarket distribution channels.
CAPITALIZATION
The following table sets forth the unaudited historical capitalization of
Tenneco as of June 30, 1999, and the unaudited pro forma capitalization of
Tenneco as of June 30, 1999, after giving effect to the debt realignment,
spin-off and related transactions, each as if they occurred on that date. You
should read this table in conjunction with the financial statements of Tenneco
Inc. and Consolidated Subsidiaries and related notes, and Tenneco's Management
Discussion and Analysis of Financial Condition and Results of Operations, each
included in the Tenneco Current Report on Form 8-K dated August 20, 1999. The
Form 8-K is incorporated by reference in this document. You should also read
this table in conjunction with the "Unaudited Pro Forma Consolidated Financial
Statements of Tenneco," included elsewhere in this document.
<TABLE>
<CAPTION>
TENNECO
----------------------
JUNE 30, 1999
----------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt, including current maturities of long-term
debt...................................................... $ 206 $ --
Long-term debt.............................................. 832 1,673(a)
Debt allocated to discontinued operations................... 1,861(b) --
------ ------
Total debt.................................................. 2,899 1,673
------ ------
Minority interest of continuing operations.................. 411 17
Minority interest of discontinued operations................ 14 --
------ ------
Total minority interest..................................... 425 17
------ ------
Shareowners' equity......................................... 2,122 659
------ ------
Total capitalization........................................ $5,446 $2,349
====== ======
</TABLE>
- ---------------
(a) Represents amounts expected to be outstanding under the new Tenneco
borrowings to be incurred in connection with the debt realignment. The pro
forma capitalization assumes that 100% of the original securities are
exchanged for new securities in the exchange offers and that these new
securities are not "substantially different" from the original securities.
See "Accounting Treatment of the Exchange Offers."
(b) Tenneco's historical practice has been to incur debt for its consolidated
group at the parent company level or at a limited number of subsidiaries,
rather than at the operating company level, and to centrally manage various
cash functions. Consequently, corporate debt of Tenneco has been allocated
to the net assets of Tenneco's discontinued paperboard packaging segment
based on the portion of Tenneco's investment in the paperboard packaging
segment which Tenneco deemed to be debt. This allocation is generally based
upon the ratio of paperboard packaging's net assets to Tenneco's
consolidated net assets plus debt.
113
<PAGE> 115
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF TENNECO
The following Unaudited Pro Forma Consolidated Balance Sheet of Tenneco as
of June 30, 1999, and the Unaudited Pro Forma Consolidated Statements of Income
for the six months ended June 30, 1999 and the year ended December 31, 1998,
reflect the effects of:
- the debt realignment;
- the spin-off of Packaging and related transactions; and
- the unaudited pro forma consolidated statement of income data set forth
below also reflects the April 1999 contribution of Packaging's
containerboard assets to a new joint venture and the June 1999 sale of
Packaging's folding carton assets.
The Unaudited Pro Forma Consolidated Statements of Income have been
prepared as if these transactions occurred as of January 1, 1998. The Unaudited
Pro Forma Consolidated Balance Sheet has been prepared as if the debt
realignment, spin-off and related transactions occurred on June 30, 1999. The
Unaudited Pro Forma Consolidated Financial Statements for these periods are not
necessarily indicative of the results that would have actually occurred if these
transactions had been consummated as of June 30, 1999 or January 1, 1998, or
results which may be attained in the future.
The spin-off represents the pro rata distribution of Packaging common stock
to the holders of Tenneco common stock. Consequently, no gain or loss will be
recognized as a result of the spin-off.
The pro forma adjustments, as described in the Notes to the Unaudited Pro
Forma Consolidated Financial Statements, are based upon available information
and upon certain assumptions that management believes are reasonable.
You should read the Unaudited Pro Forma Consolidated Financial Statements
in conjunction with the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for the year ended December 31, 1998 and the six months ended June
30, 1999 contained in the Tenneco Current Report on Form 8-K dated August 20,
1999, which is incorporated by reference into this document.
114
<PAGE> 116
TENNECO
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO DEBT AND RELATED TENNECO
AS REPORTED REALIGNMENT TRANSACTIONS PRO FORMA
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments.............. $ 40 $ -- $ -- $ 40
Receivables...................................... 606 -- 100(c) 785
79 (b)
Inventories...................................... 401 -- -- 401
Other current assets............................. 129 31(a) -- 160
------ ----- ------- ------
Total current assets........................... 1,176 31 179 1,386
Plant, property, and equipment, net................ 1,049 -- -- 1,049
Goodwill and intangibles, net...................... 510 -- -- 510
Other assets and deferred charges.................. 260 41(a) (54)(h) 247
Net assets of discontinued operations.............. 1,421 -- (1,421)(d) --
------ ----- ------- ------
Total assets................................... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
LIABILITIES AND
SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt (including current maturities on
long-term debt)................................ $ 206 $(206)(a) $ -- $ --
Trade payables................................... 351 -- 20(c) 371
Other current liabilities........................ 287 -- -- 287
------ ----- ------- ------
Total current liabilities...................... 844 (206) 20 658
Long-term debt..................................... 832 841(a) -- 1,673
Deferred income taxes.............................. 39 -- (22)(h) 17(f)
Other liabilities and deferred credits............. 168 -- -- 168
Minority interest.................................. 411 (394)(a) -- 17
Shareowners' equity................................ 2,122 (169)(a) (1,421)(d) 659
80(c)
(32)(h)
79(b)
------ ----- ------- ------
Total liabilities and shareowners' equity...... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
115
<PAGE> 117
TENNECO
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO PAPERBOARD DEBT AND RELATED TENNECO
AS REPORTED TRANSACTIONS REALIGNMENT TRANSACTIONS PRO FORMA
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating
revenues....................... $ 1,657 $ -- $ -- $ -- $ $1,657
Other income, net................. 8 -- -- -- 8
------------ ---- ---- ----- ------------
1,665 -- -- -- 1,665
------------ ---- ---- ----- ------------
OPERATING COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)...... 1,212 -- -- -- 1,212
Engineering, research, and
development.................... 27 -- -- -- 27
Selling, general, and
administrative................. 203 -- -- 3(h) 206
Depreciation and amortization..... 71 -- -- -- 71
------------ ---- ---- ----- ------------
1,513 -- -- 3 1,516
INCOME BEFORE INTEREST EXPENSE,
INCOME TAXES, AND MINORITY
INTEREST.......................... 152 -- -- (3) 149
Interest expense.................... 42 (15)(e) 53(g) -- 80(g)
Income tax expense.................. 44 6(i) (21)(i) (1)(i) 28
Minority interest................... 13 -- (13)(j) -- --
------------ ---- ---- ----- ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS........................ $ 53 $ 9 $(19) $ (2) $ 41
============ ==== ==== ===== ============
EARNINGS PER SHARE
Average shares of common stock --
Basic........................ 166,937,362 166,937,362
Diluted...................... 167,319,412 167,319,412
Income from continuing
operations --
Basic........................ $.32 $.25
Diluted...................... $.32 $.25
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
116
<PAGE> 118
TENNECO
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998
(MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
------------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO PAPERBOARD DEBT AND RELATED TENNECO
AS REPORTED TRANSACTIONS REALIGNMENT TRANSACTIONS PRO FORMA
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating
revenues................... $ 3,237 $ -- $ -- $ -- $ 3,237
Other income, net............. (25) -- -- -- (25)
------------ ---- ---- ----- ------------
3,212 -- -- -- 3,212
------------ ---- ---- ----- ------------
OPERATING COSTS AND EXPENSES:
Cost of sales (exclusive of
depreciation shown
below)..................... 2,332 -- -- -- 2,332
Engineering, research, and
development................ 31 -- -- -- 31
Selling, general, and
administrative............. 472 -- -- 5(h) 477
Depreciation and
amortization............... 150 -- -- -- 150
------------ ---- ---- ----- ------------
2,985 -- 5 2,990
------------ ---- ---- ----- ------------
INCOME BEFORE INTEREST EXPENSE,
INCOME TAXES, AND MINORITY
INTEREST...................... 227 -- -- (5) 222
Interest expense................ 69 (53)(e) 145(g) -- 161(g)
Income tax expense (benefit).... 13 21(i) (58)(i) (2)(i) (26)
Minority interest............... 29 -- (29)(j) -- --
------------ ---- ---- ----- ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS.................... $ 116 $ 32 $(58) $ (3) $ 87
============ ==== ==== ===== ============
EARNINGS PER SHARE
Average shares of common
stock --
Basic.................... 168,505,573 168,505,573
Diluted.................. 168,834,531 168,834,531
Income from continuing
operations --
Basic.................... $.69 $.52
Diluted.................. $.68 $.52
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
117
<PAGE> 119
TENNECO
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(a) To reflect adjustments to Tenneco's debt for the debt realignment and the
assumed payment of interest on Tenneco consolidated debt tendered or
exchanged as part of the pre-spin-off debt realignment. The adjustment to
equity reflects the net impact of the debt realignment, the recording of
debt issue costs and deferred income taxes related to the debt realignment.
Tenneco will acquire certain subsidiary preferred stock as part of the debt
realignment. At this time, Tenneco cannot determine the ultimate amount of
securities which will be purchased in the cash tender offers, or the
ultimate amount of the original securities which will be exchanged for new
securities in the exchange offers, and the amounts could vary significantly.
These pro forma adjustments assume that 100% of the securities subject to
the cash tender offers are purchased and 100% of the original securities are
exchanged for new securities. These pro forma adjustments also assume that
the new securities will be recorded at the net carrying amount of the
original securities (in other words, the new securities are assumed not to
be "substantially different;" see "Accounting Treatment of the Exchange
Offers"). The results of the exchange offers could vary based on a number of
factors, including the level of acceptance of the exchange offers, the
ultimate interest rate of the exchanged securities and whether the exchanges
will be considered extinguishments for accounting purposes. Based on current
interest rate markets, it is expected that the exchange offers will not be
extinguishments for accounting purposes. Tenneco expects to incur an
extraordinary charge as a result of the debt realignment related to the cash
tender offers. Tenneco estimates that this cost will be approximately $20 to
$25 million after-tax based on current market rates of interest. Other
costs, including transaction costs related to the acquisition of certain
subsidiary preferred stock and costs associated with foreign tax
restructuring initiatives, will be incurred by Tenneco in connection with
the corporate restructuring transactions and the spin-off which Tenneco
estimates will be approximately $50 million after-tax. The effect on
Tenneco's debt of these costs has been reflected in this pro forma
adjustment. However, these charges have not been included in the unaudited
pro forma consolidated statements of income.
(b) To reflect the purchase of Automotive accounts receivable at fair value
which had previously been sold to a third party.
(c) To reflect affiliated receivables and payables with Packaging that were
eliminated in the Tenneco consolidated balance sheet.
(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.
(e) To reflect the adjustment to interest expense resulting from the use of $854
million of proceeds from (1) the contribution of the containerboard assets
of Tenneco's paperboard packaging segment to a new joint venture with an
affiliate of Madison Dearborn Partners, Inc. and (2) the sale of Tenneco's
folding carton operations. For the purpose of this pro forma adjustment, the
$854 million of Tenneco short-term debt, with an average annual effective
interest rate of 6 1/4%, was assumed to be repaid.
(f) Deferred income taxes at June 30, 1999 include $79 million of net operating
loss carryforwards which will be utilized by Packaging upon the planned sale
of Packaging's remaining interest in its containerboard joint venture.
118
<PAGE> 120
(g) To reflect the adjustment to interest expense from the allocation of Tenneco
debt to Packaging in the debt realignment as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1999 1998
---------------- ------------
(IN MILLIONS)
<S> <C> <C>
Interest expense on historical debt(1).......... $(42) $(69)
Reduction of interest expense from paperboard
transactions(2)............................... 15 53
Interest expense on the new Tenneco
borrowings(3)................................. 76 153
Commitment fees and amortization of debt
financing costs............................... 4 8
---- ----
Adjustment to interest expense.................. $ 53 $145
==== ====
</TABLE>
- ---------------
(1) Weighted average outstanding historical debt and average annual
effective interest rates were $985 million and 7.3% for the six
months ended June 30, 1999 and $1,155 million and 7.0% for the year
ended December 31, 1998.
(2) See Note (e) above.
(3) Weighted average outstanding debt and average annual effective
interest rate for the new Tenneco borrowings were assumed to be
$1,673 million and 9 1/8% for the six months ended June 30, 1999 and
the year ended December 31, 1998.
(4) Represents commitment fees on the unused borrowing capacity of the
new financing arrangements to be entered into prior to the spin-off
and the amortization of deferred debt financing costs.
A 1/8% change in the assumed interest rates would change annual pro forma
interest expense by approximately $2 million, before the effect of income
taxes.
(h) To reflect the increase in net periodic pension costs resulting from the
transfer to Packaging of prepaid pension costs attributable to Automotive
employees. Automotive employees will no longer participate in the Tenneco
Retirement Plan following the spin-off and Packaging will become the sponsor
of this plan. These prepaid pension costs will be transferred to Packaging
in connection with the corporate restructuring transactions.
(i) To reflect the income tax expense effects of pro forma adjustments at an
assumed statutory tax rate of 40%.
(j) To eliminate the minority interest related to the acquisition of subsidiary
preferred stock in connection with the debt realignment.
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<PAGE> 121
SUPPLEMENTAL FINANCIAL INFORMATION OF TENNECO
RESULTS OF OPERATIONS
Tenneco's historical and pro forma EBIT are shown in the following table:
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
<S> <C> <C>
Historical EBIT............................................. $227 $152
Pro forma EBIT.............................................. $222 $149
</TABLE>
Tenneco has historically incurred costs at the corporate level, including
administrative services, corporate overhead, and costs related to operation as a
public company, which have not been fully allocated to the operating segments.
Because these functions will become part of Packaging following the spin-off,
the costs have been included in Packaging's historical operating results and are
not in Automotive's historical or pro forma EBIT. Tenneco must be able to obtain
these functions in order to operate as a public company following the spin-off.
Additionally, Automotive's EBIT includes charges for restructuring and sales of
receivables which Tenneco believes require additional explanation. The following
information discusses these items in detail and their financial impact on
Tenneco.
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ----------------
(MILLIONS)
<S> <C> <C>
- Costs for shared services -- Packaging will own the
administrative services operations after the
spin-off. Tenneco must acquire the services from
Packaging under a transition services agreement which
Tenneco and Packaging will negotiate before the
spin-off. Had the administrative services operations
been allocated based on a usage charge, approximately
$28 million would have been billed to Automotive..... $(28) $(14)
- Public company costs -- Tenneco will not have the
benefit of corporate operations such as treasury,
corporate secretary, tax reporting, internal audit,
board of directors and other public company functions
following the spin-off. Tenneco must replace these
functions so that it can operate as a public company
following the spin-off. Tenneco estimates that had it
operated as a stand-alone, separate entity it would
have incurred additional costs for these
functions............................................ $(19) $ (8)
- Sale of receivables -- Tenneco's results of
operations include costs related to a receivables
sale program operated by Tenneco prior to the
spin-off. The debt realignment contemplates the
termination of this program. The pro forma financial
statements of Tenneco calculate interest on debt
balances assuming these receivables have not been
sold................................................. $ 19 $ 2
- Restructuring charge -- Tenneco recorded a
restructuring charge in the fourth quarter of 1998
for the costs of a plan designed to reduce
administrative and operational costs. Refer to Note 3
to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries incorporated into this
document by reference from Tenneco's Current Report
on Form 8-K dated August 20, 1999.................... $ 54 $ --
- Cost savings -- The restructuring plan contemplates
closing certain facilities and terminating employees
to reduce cost of sales. Refer to Management's
Discussion and Analysis of Tenneco incorporated by
reference into this document from Tenneco's Current
Report on Form 8-K dated August 20, 1999 for further
information on the expected savings.................. $ 25 $ 6
</TABLE>
120
<PAGE> 122
TENNECO AND CONSOLIDATED SUBSIDIARIES SELECTED FINANCIAL DATA
The following consolidated selected financial data as of and for each of
the fiscal years in the five years ended December 31, 1998, were derived from
the audited financial statements of Tenneco and its consolidated subsidiaries.
The following consolidated selected financial data as of and for each of the six
months ended June 30, 1999 and 1998, were derived from Tenneco's unaudited
condensed financial statements and its consolidated subsidiaries. In the opinion
of Tenneco's management, the selected financial data of Tenneco as of and for
the six months ended June 30, 1999 and 1998, include all adjusting entries,
consisting only of normal recurring adjustments, necessary to present fairly the
information set forth. You should not regard the results of operations for the
six months ended June 30, 1999 as indicative of the results that may be expected
for the full year.
There is other information Tenneco believes is relevant to understanding
its results of operations following the spin-off. These items relate to
corporate overhead costs incurred by Tenneco and its administrative services
operations that Tenneco expects will differ following the spin-off. For further
information you should see "Supplemental Financial Information of Tenneco"
included elsewhere in this document.
You should read all of this information in conjunction with the Financial
Statements of Tenneco Inc. and Consolidated Subsidiaries for the year ended
December 31, 1998 and for the six months ended June 30, 1999, contained in the
Tenneco Current Report on Form 8-K, dated August 20, 1999. The Form 8-K is
incorporated by reference into this document.
121
<PAGE> 123
<TABLE>
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
------------------------------------------------------------------- -------------------------
1998(a) 1997(a) 1996(a) 1995 1994 1999(a) 1998(a)
------- ------- ------- ---- ---- ------- -------
(DOLLARS IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA(b):
Net sales and operating
revenues from continuing
operations.................. $ 3,237 $ 3,226 $ 2,980 $ 2,479 $ 1,989 $ 1,657 $ 1,664
=========== =========== =========== =========== =========== =========== ===========
Income from continuing
operations before interest
expense, income taxes, and
minority interest --
Automotive.................. $ 248 $ 407 $ 249 $ 240 $ 223 $ 156 $ 219
Other....................... (21) (12) (7) 8 7 (4) (12)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total..................... 227 395 242 248 230 152 207
Interest expense (net of
interest capitalized)(c)...... 69 58 60 44 33 42 30
Income tax expense.............. 13 80 79 91 52 44 55
Minority interest............... 29 23 21 23 -- 13 16
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) from continuing
operations.................... 116 234 82 90 145 53 106
Income (loss) from discontinued
operations, net of income
tax(d)........................ 139 127 564 645 307 (111) 106
Extraordinary loss, net of
income tax(e)................. -- -- (236) -- (5) (7) --
Cumulative effect of changes in
accounting principles, net of
income tax(f)................. -- (46) -- -- (39) (134) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss)............... 255 315 410 735 408 (199) 212
Preferred stock dividends....... -- -- 12 12 60 -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) to common
stock......................... $ 255 $ 315 $ 398 $ 723 $ 348 $ (199) $ 212
=========== =========== =========== =========== =========== =========== ===========
Average number of shares of
common stock outstanding
Basic....................... 168,505,573 170,264,731 169,609,373 172,764,198 162,307,189 166,937,362 169,341,555
Diluted..................... 168,834,531 170,801,636 170,526,112 173,511,654 162,912,425 167,319,412 169,936,676
Earnings (loss) per average
share of common stock --
Basic:
Continuing operations..... $ .69 $ 1.37 $ .49 $ .52 $ .90 $ .32 $ .62
Discontinued
operations(d)........... .83 .75 3.25 3.67 1.52 (.67) .63
Extraordinary loss(e)..... -- -- (1.39) -- (.03) (.04) --
Cumulative effect of
changes in accounting
principles(f)........... -- (.27) -- -- (.24) (.80) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1.52 $ 1.85 $ 2.35 $ 4.19 $ 2.15 $ (1.19) $ 1.25
=========== =========== =========== =========== =========== =========== ===========
Diluted:
Continuing operations..... $ .68 $ 1.36 $ .49 $ .52 $ .89 $ .32 $ .62
Discontinued
operations(d)........... .83 .75 3.23 3.65 1.52 (.67) .63
Extraordinary loss(e)..... -- -- (1.38) -- (.03) (.04) --
Cumulative effect of
changes in accounting
principles(f)........... -- (.27) -- -- (.24) (.80) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1.51 $ 1.84 $ 2.34 $ 4.17 $ 2.14 $ (1.19) $ 1.25
=========== =========== =========== =========== =========== =========== ===========
Cash dividends per common
share......................... $ 1.20 $ 1.20 $ 1.80 $ 1.60 $ 1.60 $ .60 $ .60
</TABLE>
(continued on next page)
122
<PAGE> 124
<TABLE>
<CAPTION>
Six Months
Years Ended December 31, Ended June 30,
--------------------------------------------------------- ---------------------
1998(a) 1997(a) 1996(a) 1995 1994 1999(a) 1998(a)
------- ------- ------- ---- ---- ------- -------
(Millions Except Per Share Amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(b):
Net assets of discontinued
operations(d)........................... $ 1,739 $ 1,771 $ 1,883 $ 1,469 $ 700 $ 1,421 $ 1,793
Total assets.............................. 4,759 4,682 4,653 3,635 2,315 4,416 4,829
Short-term debt(c)........................ 304 75 74 109 31 206 168
Long-term debt(c)......................... 671 713 639 469 303 832 747
Debt allocated to discontinued
operations(c)........................... 2,456 2,123 1,590 1,454 813 1,861 2,302
Minority interest......................... 407 408 304 301 301 411 407
Shareowners' equity....................... 2,504 2,528 2,646 3,148 2,900 2,122 2,559
STATEMENT OF CASH FLOWS DATA(b)
Net cash provided (used) by operating
activities.............................. $ 532 $ 519 $ 253 $ 1,443 $ 450 $ (181) $ 178
Net cash used by investing activities..... (754) (887) (685) (1,162) (113) (976) (314)
Net cash provided (used) by financing
activities.............................. 216 354 147 (356) (151) 1,170 125
Capital expenditures for continuing
operations.............................. (195) (221) (188) (208) (114) (70) (80)
OTHER DATA:
EBITDA(g)................................. $ 377 $ 505 $ 336 $ 331 $ 282 $ 223 $ 279
Ratio of earnings to fixed charges(h)..... 2.16 4.80 2.33 2.62 5.36 2.28 3.82
</TABLE>
- -------------------------
NOTE: The Financial Statements of Tenneco Inc. and Consolidated Subsidiaries
discussed in the following notes are included in and incorporated by reference
from the Tenneco Current Report on Form 8-K dated August 20, 1999. They cover
the three years ended December 31, 1998 and the six months ended June 30, 1999
and 1998.
(a) For a discussion of the significant items affecting comparability of the
financial information for the years ended 1998, 1997, and 1996, and for the
six months ended June 30, 1999 and 1998, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in
Tenneco's Current Report on Form 8-K dated August 20, 1999.
(b) During the periods presented, Tenneco completed numerous acquisitions. The
most significant acquisition was Automotive's acquisition of Clevite for
$328 million in July 1996. See Notes to the Financial Statements of Tenneco
Inc. and Consolidated Subsidiaries for additional information. See also
"Description of Tenneco After the Spin-off/Automotive -- Strategic
Acquisitions and Alliances" included elsewhere in this document.
(c) Debt amounts for 1998, 1997, and 1996, and for June 30, 1999 and 1998, are
net of allocations of corporate debt to the net assets of Tenneco's
discontinued specialty packaging and paperboard packaging segments. Debt
amounts for 1995 and 1994 are net of allocations of corporate debt to the
net assets of Tenneco's discontinued specialty packaging, paperboard
packaging, energy, and shipbuilding segments. Interest expense for periods
presented is net of interest expense allocated to income from discontinued
operations. These allocations of debt and related interest expense are based
on the ratio of Tenneco's investment in the specialty packaging, paperboard
packaging, energy, and shipbuilding segments' respective net assets to
Tenneco consolidated net assets plus debt. See Notes to the Financial
Statements of Tenneco Inc. and Consolidated Subsidiaries for additional
information.
(d) Discontinued operations reflected in the above periods consist of Tenneco's
(1) specialty packaging segment, which was discontinued in August 1999, (2)
paperboard packaging segment, which was discontinued in June 1999, (3)
energy and shipbuilding segments, which were discontinued in December 1996,
(4) farm and construction equipment segment, which was discontinued in March
1996, and (5) chemicals and brakes operations, which were discontinued
during 1994. See Notes to the Financial Statements of Tenneco Inc. and
Consolidated Subsidiaries for additional information.
(e) Represents Tenneco's costs related to prepayment of debt, including the 1996
loss recognized in the realignment of Tenneco's debt preceding its 1996
corporate reorganization and the 1999 loss recognized in connection with the
contribution of the containerboard assets to a new joint venture. See the
Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries.
(f) In 1999, Tenneco implemented the American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities." In addition, effective January 1, 1999, Tenneco changed its
method of accounting for customer acquisition costs from a deferred method
to an expense-as-incurred method. In 1997, Tenneco implemented the Financial
Accounting Standards Board's Emerging Issues Task Force Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation." In 1994, Tenneco adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits." See
the Notes to the Financial Statements of Tenneco Inc. and Consolidated
Subsidiaries for additional information regarding changes in accounting
principles.
(g) EBITDA represents income from continuing operations before interest expense,
income taxes, minority interest and depreciation and amortization. EBITDA is
not a calculation based upon generally accepted accounting principles. The
amounts included in the EBITDA calculation, however, are derived from
amounts included in the historical statements of income data. In addition,
EBITDA should not be considered as an alternative to net income or operating
income as an indicator of the operating
(continued on next page)
123
<PAGE> 125
performance of Tenneco, or as an alternative to operating cash flows as a
measure of liquidity. Tenneco has reported EBITDA because it believes EBITDA
is a measure commonly reported and widely used by investors and other
interested parties as an indicator of a company's ability to incur and
service debt. Tenneco believes EBITDA assists investors in comparing a
company's performance on a consistent basis without regard to depreciation
and amortization, which can vary significantly depending upon accounting
methods (particularly when acquisitions are involved) or nonoperating
factors. However, the EBITDA measure presented in this document may not
always be comparable to similarly titled measures reported by other
companies due to differences in the components of the calculation.
(h) For purposes of computing this ratio, earnings generally consist of income
from continuing operations before income taxes and fixed charges, excluding
capitalized interest. Fixed charges consist of interest expense, the portion
of rental expense considered representative of the interest factor and
capitalized interest. For purposes of computing these ratios, have been
included in the calculations on a pre-tax basis.
124
<PAGE> 126
OVERVIEW OF AUTOMOTIVE PARTS INDUSTRY
The automotive parts industry is generally separated into two categories:
(1) "original equipment" or "OE" sales, in which parts are sold in large
quantities directly to original equipment vehicle manufacturers; and (2)
"aftermarket" sales, in which parts are sold as replacement parts in varying
quantities to a wide range of wholesalers, retailers and installers. In the OE
market, parts suppliers are generally divided into tiers -- "Tier 1" suppliers,
who provide their products directly to original equipment manufacturers, and
"Tier 2" or "Tier 3" suppliers, who sell their products principally to other
suppliers for combinations into the other suppliers' own product offerings.
Demand for automotive parts in the OE market is driven by the number of new
vehicle sales, which in turn is largely determined by prevailing economic
conditions. Although OE demand is tied to planned vehicle production, parts
suppliers also have the opportunity to grow through increasing product content
and customer and market penetration. Companies with global presence in advanced
technology, engineering, manufacturing and support capabilities, such as
Automotive, are in the best position to take advantage of these opportunities.
Demand for aftermarket products is fundamentally driven by the quality of
OE parts, the number of vehicles in operation, the average age of the vehicle
fleet and vehicle usage. Innovative aftermarket products that upgrade the
performance or safety of an automobile's original parts, as several of
Automotive's products do, can also drive aftermarket demand.
ANALYSIS OF AUTOMOTIVE'S REVENUES
The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's net
sales, by primary product lines and markets:
<TABLE>
<CAPTION>
NET SALES (MILLIONS)
-------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
EMISSIONS CONTROL SYSTEMS & PRODUCTS
Aftermarket............................. $ 268 $ 590 $ 686 $ 710
OE Market............................... 696 1,224 1,067 989
------ ------ ------ ------
964 1,814 1,753 1,699
------ ------ ------ ------
RIDE CONTROL SYSTEMS & PRODUCTS
Aftermarket............................. 316 685 782 768
OE Market............................... 377 738 691 513
------ ------ ------ ------
693 1,423 1,473 1,281
------ ------ ------ ------
Total Automotive................... $1,657 $3,237 $3,226 $2,980
====== ====== ====== ======
</TABLE>
CUSTOMERS
Automotive has developed long-standing business relationships with its
customers around the world. It works together with its customers in all stages
of production, including design, development, component sourcing, quality
assurance, manufacturing and delivery. With a balanced mix of OE and aftermarket
products and facilities in major markets worldwide, Automotive is
well-positioned to meet customer needs. Automotive has a strong, established
reputation with its customers for providing high-quality products at competitive
prices, as well as for timely delivery and customer service.
125
<PAGE> 127
Automotive serves more than 25 different original equipment manufacturers
on a global basis, and its products are included on six of the 10 top cars and
eight of the 10 top trucks produced globally in 1998. Automotive's current OE
customers include:
<TABLE>
<S> <C> <C>
NORTH AMERICA EUROPE INDIA
CAMI BMW Maruti Suzuki
DaimlerChrysler DaimlerChrysler TELCO
Ford DAF Bajaj
Freightliner Daihatsu
General Motors Fiat AUSTRALIA
Honda Ford Ford
Mazda Jaguar General Motors/Holden
Mitsubishi Lada Mitsubishi
Navistar Leyland Toyota
Nissan Mitsubishi
NUMMI Nissan JAPAN
Toyota Opel Mazda
Volkswagen Peugeot/Citroen Nissan
Porsche Suzuki
SOUTH AMERICA Renault/Matra Toyota
DaimlerChrysler Rover/Land Rover
Fiat Saab/Scania CHINA
Ford Toyota DaimlerChrysler
General Motors Volkswagen/Audi/SEAT/Skoda Citroen
Honda Volvo Ford
Renault Toyota
Toyota Volkswagen
Volkswagen
THAILAND
General Motors
Isuzu
</TABLE>
Automotive's aftermarket customers are comprised of full-line and specialty
warehouse distributors, retailers, jobbers (traditional automotive parts stores
that have historically sold primarily to installers), installer chains and car
dealers. These customers include such wholesalers and retailers as National Auto
Parts Association (NAPA), Monro Muffler and Brake, and Advance Auto Parts in
North America and Temot, Autodistribution International and Kwik-Fit in Europe.
Automotive has a balanced mix of aftermarket customers, with its top 10
aftermarket customers accounting for less than 30% of Automotive's total
aftermarket revenues.
The loss of a principal customer or a material decline in the requirements
for Automotive's products from a principal customer, resulting, for example,
from a prolonged strike against the customer, could have a material adverse
effect on the operating results or financial condition of Automotive. For each
of the last three years, less than five customers individually accounted for 5%
or more of Automotive's revenues. Ford accounted for about 11.5%, 13.2% and
12.8% of Automotive's net sales in 1996, 1997 and 1998, and DaimlerChrysler
accounted for about 9.6%, 8.9% and 10.9% of Automotive's net sales in 1996, 1997
and 1998, respectively. No other customer accounted for more than 10% of
Automotive's revenues for those years.
COMPETITION
Automotive operates in highly competitive markets. Customer loyalty is a
key element of competition in these markets and is developed through
long-standing relationships, customer service, value-added products and timely
delivery. Product pricing and services provided are other important competitive
factors.
126
<PAGE> 128
In both the OE market and aftermarket, Automotive competes with the vehicle
manufacturers, some of which are also customers of Automotive, and numerous
independent suppliers. In the OE market, Automotive believes that it is among
the top three suppliers in the world for both emissions control and ride control
products and systems. In the aftermarket, Automotive believes that it is the
market share leader in the supply of both emissions control and ride control
products in the world.
EMISSIONS CONTROL SYSTEMS
Vehicle emissions control products and systems play a critical role in
safely conveying noxious exhaust gases away from the passenger compartment,
reducing the level of pollutants and engine exhaust noise to an acceptable
level. Precise engineering of the exhaust system -- from the manifold that
connects an engine's exhaust ports to an exhaust pipe, to the catalytic
converter that eliminates pollutants from the exhaust, to the muffler -- leads
to a pleasant, tuned engine sound, reduced pollutants and optimized engine
performance.
Automotive designs, manufactures and distributes a variety of automotive
emissions control systems, which include components such as:
- mufflers,
- resonators -- help the muffler eliminate noise,
- catalytic converters -- devices used to convert harmful gaseous
emissions, such as carbon monoxide, from a vehicle's exhaust system into
harmless components such as water vapor and carbon dioxide,
- fabricated exhaust manifolds -- made of sheet metal or tubes and collect
gases from individual cylinders of a vehicle's engine and direct them
into a single exhaust pipe,
- pipes -- connect various parts of an exhaust system,
- hydroformed tubing -- forms into various geometric shapes, such as
Y-pipes or T-pipes, and provide flexibility in design, and
- electronic noise cancellation products.
Automotive entered this product line in 1967 with the acquisition of Walker
Manufacturing Company, which was founded in 1888. When the term "Walker" is used
in this document, it refers to the affiliates of Automotive that produce
emissions control products and systems.
Walker supplies emissions control products used in six of the 10 top
globally produced cars and five of the 10 top globally produced light trucks for
1998. With the acquisition of Heinrich Gillet GmbH & Co. ("Gillet") in 1994,
Walker also became one of Europe's leading OE emissions control systems
suppliers.
127
<PAGE> 129
The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's
sales of emissions control systems:
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
UNITED STATES MARKET
Aftermarket............................ 30% 37% 43% 46%
OE Market.............................. 70% 63% 57% 54%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
FOREIGN SALES
Aftermarket............................ 27% 30% 36% 38%
OE Market.............................. 73% 70% 64% 62%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
TOTAL SALES BY GEOGRAPHIC AREA
United States.......................... 39% 41% 44% 44%
European Union......................... 45% 44% 41% 43%
Canada................................. 8% 7% 7% 6%
Other areas............................ 8% 8% 8% 7%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
</TABLE>
RIDE CONTROL SYSTEMS
Superior ride control is governed by a vehicle's suspension system,
including its shock absorbers and struts. Shock absorbers and struts help
maintain vertical loads placed on a vehicle's tires to help keep the tires in
contact with the road. A vehicle's ability to steer, brake and accelerate
depends on the contact between the vehicle's tires and the road. Worn shocks and
struts can allow excess weight transfer from side to side (roll), from front to
rear (pitch) and up and down (bounce). Variations in tire-to-road contact can
affect a vehicle's handling and braking performance and the safe operation of a
vehicle. Shock absorbers are designed to control vertical loads placed on tires
by providing resistance to vehicle roll, pitch and bounce. Thus, by maintaining
the tire-to-road contact, ride control products are designed to function as
safety components of a vehicle, in addition to providing a comfortable ride.
Automotive designs, manufactures and distributes a variety of ride control
products and systems. Its ride control offerings include:
- shock absorbers,
- struts,
- electronically adjustable suspension systems that change performance
based on inputs like steering and braking,
- vibration control components, including rubber-like bushings and
mountings that reduce vibration between metal parts of a vehicle,
- springs, and
- modular assemblies which are combinations of parts that are provided to
customers as a unit.
Automotive manufactures and markets replacement shock absorbers for
virtually all North American, European and Asian makes of automobiles. In
addition, Automotive manufactures and markets shock absorbers and struts for use
on passenger cars and trucks, as well as for other uses such as exercise and
recreational equipment. Monroe supplies ride control products used in three of
the 10 top globally produced cars and eight of the 10 top globally produced
light trucks for 1998. Automotive entered the ride control product line in 1977
with the acquisition of Monroe Auto Equipment, which was founded in 1916 and
introduced the world's first automotive shock absorber in 1926. When the term
"Monroe" is used in this document it refers to the affiliates of Automotive that
produce ride control products and systems.
128
<PAGE> 130
The following table provides for each of the years 1996 through 1998, and
for the six months ended June 30, 1999, information relating to Automotive's
sales of ride control equipment:
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
------------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------
JUNE 30, 1999 1998 1997 1996
------------- ---- ---- ----
<S> <C> <C> <C> <C>
UNITED STATES MARKET
Aftermarket............................ 40% 43% 50% 62%
OE Market.............................. 60% 57% 50% 38%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
FOREIGN SALES
Aftermarket............................ 51% 53% 56% 59%
OE Market.............................. 49% 47% 44% 41%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
TOTAL SALES BY GEOGRAPHIC AREA
United States.......................... 50% 47% 48% 48%
European Union......................... 29% 32% 27% 34%
Canada................................. 5% 3% 3% 3%
Other areas............................ 16% 18% 22% 15%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
</TABLE>
SALES AND MARKETING
Automotive sells directly to original equipment manufacturers. To maintain
its customer focus, Automotive's OE sales force is organized into
customer-dedicated teams. These sales teams service the original equipment
manufacturers at a regional facility level, with global coordination and support
from Automotive's headquarters.
For the aftermarket, Automotive uses a dedicated sales force and consumer
brand marketing professionals to sell and market its products. This group
provides extensive marketing support to aftermarket customers, including trade
and consumer marketing, promotions and general advertising. Automotive maintains
an aftermarket customer order fill rate of 95%, which reflects the percentage of
the average customer order Automotive is able to fill from inventory. Automotive
sells its aftermarket products through five primary channels of distribution:
(1) the traditional three-step distribution system: full-line warehouse
distributors, jobbers and installers; (2) the specialty two-step distribution
system: specialty warehouse distributors that carry only specified automotive
product groups and installers; (3) direct sales to retailers; (4) direct sales
to installer chains; and (5) direct sales to car dealers.
MANUFACTURING AND ENGINEERING
Automotive uses state-of-the-art manufacturing to achieve superior product
quality at the lowest operating costs possible. Automotive's manufacturing
strategy centers on a lean production system that reduces overall
costs -- especially indirect costs -- while maintaining quality standards and
reducing manufacturing cycle time. Automotive deploys new technology where it
makes sense to differentiate its processes from its competitors' or to achieve
balance in one piece flow-through production lines.
EMISSIONS CONTROL
Walker operates 11 manufacturing facilities in the U.S. and six engineering
and technical facilities worldwide. Walker also operates 32 manufacturing
facilities outside of the U.S. and has a controlling interest in six joint
ventures that own manufacturing facilities in China, Germany, India, and Sweden.
See "-- Properties."
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Walker attempts to locate original equipment manufacturing facilities close
to its OE customers to provide products on demand, or "just-in-time." Eleven of
Walker's plants are just-in-time facilities.
During the 1990's, Walker expanded its converter and emission system
design, development, test and manufacturing capabilities. Walker's engineering
capabilities now include advanced predictive design tools, advanced prototyping
processes and state-of-the-art testing equipment. This expanded technological
capability makes Walker a "full system" integrator, supplying complete emissions
control systems from the manifold to the tailpipe, to provide full emission and
noise control. It also allows Walker to provide just-in-time delivery and, when
feasible, sequence delivery of emissions control systems to meet customer
production requirements.
RIDE CONTROL
Monroe operates seven manufacturing facilities in the U.S. and ten
engineering and technical facilities worldwide. Monroe also operates 16
manufacturing facilities outside of the U.S. and has a controlling interest in
three joint ventures that own manufacturing facilities in China and India.
Monroe is attempting to locate original equipment manufacturing facilities close
to customers to provide products on demand, or just-in-time. See
"-- Properties."
In designing its shock absorbers and struts, Monroe uses advanced
engineering and test capabilities to provide product reliability, endurance and
performance. Monroe's engineering capabilities feature advanced computer-aided
design equipment and testing facilities. Monroe's dedication to innovative
solutions has led to such technological advances as:
- adaptive damping systems -- adapts to the vehicle's motion to better
control undesirable vehicle motions;
- electronically adjustable suspensions -- changes suspension performance
based on a variety of inputs such as steering, braking, vehicle height,
and velocity; and
- air leveling systems -- manually or automatically adjust the height of
the vehicle.
Conventional shock absorbers and struts generally compromise either ride comfort
or vehicle control. Monroe's innovative grooved-tube, gas-charged shock
absorbers and struts provide both ride comfort and vehicle control, resulting in
improved handling (less roll), reduced vibration and a wider range of vehicle
control. This technology can be found in Monroe's premium quality Sensa-Trac(R)
shock absorbers. In late 1997, Monroe further enhanced this technology by adding
the Safe-Tech(TM) fluon banded piston, which improves shock absorber performance
and durability.
INDUSTRY TRENDS
Currently, several significant existing and emerging trends are
dramatically reshaping the automotive industry. As the dynamics of the
automotive industry change, so do the roles, responsibilities and relationships
of its participants. Key trends that Automotive believes are affecting
automotive parts suppliers include:
CUSTOMER AND SUPPLIER CONSOLIDATION
The customer base for automotive parts is consolidating in both the OE
market and aftermarket. Because of recent business combinations among vehicle
manufacturers -- such as the DaimlerChrysler merger and Ford's acquisition of
Volvo -- and in the aftermarket -- such as AutoZone's acquisition of Chief Auto
Parts and CSK Auto's acquisition of Big Wheel/Rossi -- suppliers are competing
for the business of fewer customers. The cost focus of these major customers is
causing suppliers to reduce prices.
Consolidation is also occurring among automotive parts suppliers,
particularly those who supply vehicle makers. The approximate number of Tier 1
suppliers is projected to decrease from 1,500 to 600 between 1998 and 2005. The
primary reasons for this consolidation include: (1) an increasing desire by
original equipment manufacturers to work with fewer, larger suppliers that can
provide fully-integrated
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systems; and (2) the inability of smaller suppliers to compete on price with the
larger companies who benefit from purchasing and distribution economies of
scale. A supplier's viability in this consolidating market depends, in part, on
its continuing ability to maintain and increase operating efficiencies by
reducing costs and improving productivity. Also important is a supplier's
ability to provide value-added services such as materials management,
specialized engineering capabilities and integration of individual components
into modules and systems. With its strong market positions in emissions control
and ride control products and its demonstrated ability to integrate and deliver
modules and systems, Automotive is well-positioned to respond to increasing
customer consolidation.
INCREASED OE OUTSOURCING AND DEMAND FOR FULL-SYSTEM INTEGRATION BY
SUPPLIERS
Original equipment manufacturers are moving towards outsourcing automotive
parts and systems to simplify the vehicle assembly process, lower costs and
reduce vehicle development time. Outsourcing allows original equipment
manufacturers to take advantage of the lower cost structure of the automotive
parts suppliers and to benefit from multiple suppliers engaging in simultaneous
development efforts. Development of advanced electronics has enabled formerly
independent vehicle components to become "interactive," leading to a shift in
demand from individual parts to fully-integrated systems. As a result,
automotive parts suppliers offer original equipment manufacturers component
products individually, as well as in a variety of integrated forms such as
modules and systems:
- "Modules" are groups of component parts arranged in close physical
proximity to each other within a vehicle. Modules are often assembled by
the supplier and shipped to the original equipment manufacturer for
installation in a vehicle as a unit. Seats, instrument panels, axles and
door panels are examples.
- "Systems" are groups of component parts located throughout a vehicle
which operate together to provide a specific vehicle function. Anti-lock
braking systems, safety restraint systems, emissions control and power
train systems are examples.
This shift has created the role of the Tier 1 systems integrator. These systems
integrators will increasingly have the responsibility to execute a number of
activities, such as design, product development, engineering, testing of
component systems and purchasing from Tier 2 suppliers. Automotive is an
established Tier 1 supplier with ten years of product integration experience and
28 modular vehicle platforms in production worldwide. For example, Automotive
supplies ride control modules for the Chrysler JA Cirrus/Stratus/Breeze and the
emissions control system for the Porsche Boxster.
GLOBALIZATION OF THE AUTOMOTIVE INDUSTRY
Original equipment manufacturers are increasingly requiring suppliers to
provide parts on a global basis. As the customer base of original equipment
manufacturers changes, and emerging markets become more important to achieving
growth, suppliers must be prepared to provide products any place in the world.
This requires a worldwide approach to supply chain management, engineering,
sales and distribution:
- Growing Importance of Emerging Markets. Because the North American and
Western European automotive markets are relatively mature, original
equipment manufacturers are increasingly focusing on emerging markets for
growth opportunities, particularly China, Eastern Europe, India and Latin
America. This increased OE focus has, in turn, increased the growth
opportunities in the aftermarkets in these regions.
- Governmental Tariffs and Local Parts Requirements. Many governments
around the world require that vehicles sold within their country contain
specified percentages of locally produced parts. Additionally, some
governments place high tariffs on imported parts.
- Location of Production Closer to End Markets. Original equipment
manufacturers and parts suppliers have relocated production globally on
an "on-site" basis that is closer to end markets. This
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international expansion allows suppliers to pursue sales in developing
markets and take advantage of relatively lower labor costs.
With facilities around the world, including the key regions of North America,
South America, Europe and Asia, Automotive can supply its customers on a global
basis.
GLOBAL RATIONALIZATION OF OE VEHICLE PLATFORMS
Original equipment manufacturers are increasingly designing "world car"
platforms. A "world car" platform is a basic mechanical structure of a vehicle
that can accommodate different features. Thus, original equipment manufacturers
can design one platform for a number of similar vehicle models. This allows
manufacturers to realize significant economies of scale through limiting
variations across items such as steering columns, brake systems, transmissions,
axles, exhaust systems, support structures and power window and door lock
mechanisms. Automotive believes that this shift towards standardization will
have a large impact on automotive parts suppliers, who should experience a
reduction in production costs as original equipment manufacturers reduce
variations in components. Automotive also expects parts suppliers to experience
higher production volumes per unit and greater economies of scale, as well as
reduced total investment costs for molds, dies and prototype development.
Automotive currently works with original equipment manufacturers on 33 "world
car" platforms.
INCREASING ELECTRONIC COMPONENTS AND TECHNOLOGICAL INNOVATION
As consumers continue to demand competitively priced vehicles with
increased performance and functionality, the number of electronic components
utilized in vehicles is increasing. By replacing mechanical functions with
electronics and by integrating mechanical and electronic functions within a
vehicle, original equipment manufacturers are achieving improved emissions
control, improved safety and more sophisticated features at lower costs.
In addition, automotive parts customers are increasingly demanding
technological innovation from suppliers to address more stringent emissions and
other regulatory standards and to improve vehicle performance. To continue
developing innovative products, systems and modules, Automotive maintains 16
research and development facilities and has entered into several strategic
alliances focused on advanced technology designs. For example, Automotive has
developed several adaptive damping systems which reduce undesirable vehicle
motion. Also, Automotive has developed the self-lubricating elastomer which has
the additional capability to reduce friction between moving components in a
suspension-system thereby reducing audible noise and vibration.
INCREASING ENVIRONMENTAL STANDARDS
Automotive parts suppliers and original equipment manufacturers are
designing products and developing materials to comply with increasingly
stringent environmental requirements. Government regulations adopted over the
past decade require substantial reductions in automobile tailpipe emissions,
longer warranties on parts of an automobile's pollution-control equipment and
additional equipment to control fuel-vapor emissions. Some of these regulations
also mandate more frequent emissions and safety inspections for the existing
fleet of vehicles. Manufacturers have responded by focusing their efforts
towards technological development to minimize pollution. As a leading supplier
of emissions control systems with strong technical capabilities, Automotive is
well-positioned to benefit from more rigorous environmental standards.
EXTENDED PRODUCT LIFE OF AUTOMOTIVE PARTS
The average useful life of automotive parts -- both OE and
replacement -- has been steadily increasing in recent years due to innovations
in products and technologies. The longer product lives allow vehicle owners to
replace parts of their vehicles less often. As a result, a portion of sales in
the aftermarket has been displaced. Accordingly, a supplier's future viability
in the aftermarket will depend, in part, on its ability to reduce costs and
leverage its advanced technology and recognized brand names to maintain or
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achieve additional sales. As a Tier 1 OE supplier, Automotive is well-positioned
to leverage its products and technology into the aftermarket. Furthermore, an
opportunity exists for replacement of automobile parts to increase as the
average age of vehicles on the road increases. For example, from 1990 to 1997
the average age of cars in the U.S. increased from 7.8 to 8.7 years.
GROWING RETAIL AFTERMARKET DISTRIBUTION
During the last decade, the number of retail automotive parts chains, such
as AutoZone and Advance Auto Parts, has been growing while the number of
traditional automotive parts stores that sell to installers ("jobbers") has been
declining. Since 1990, the number of retail automotive parts stores has
increased from approximately 10,000 to approximately 14,000, while the number of
jobbers has decreased from approximately 25,000 to approximately 21,000. In
addition, since retailers are attempting to grow their commercial sales to
automotive parts installers, they are increasingly adding premium brands to
their product portfolios. This enables them to offer the option of a premium
brand, which is often preferred by their commercial customers, or a standard
product, which is often preferred by their retail customers. Automotive is
well-positioned to respond to this changing aftermarket situation because of its
focus on cost reduction and high-quality, premium brands.
BUSINESS STRATEGY
Automotive's primary goal is to grow and enhance its global position in the
manufacture of emissions control and ride control products and systems.
Automotive intends to apply its competitive strengths and balanced mix of
products, markets, customers and distribution channels to capitalize on many of
the significant existing and emerging trends in the automotive industry. The key
components of Automotive's business strategy are described below.
CAPITALIZE ON PRODUCT LIFE CYCLES
Using its global engineering capabilities and its advanced technology
position, Automotive is pursuing opportunities to design unique, value-added
products for vehicle manufacturers that yield higher margins in the OE market.
Automotive expects to take advantage of its OE technology investments by moving
these differentiated products into the aftermarket, where they should continue
to generate future revenue streams through the entire life of the vehicle.
Innovative products such as Sensa-Trac(R) shocks and Quiet-Flow(TM) mufflers are
examples of where Automotive's market balance between OE and aftermarket sales
allows Automotive to leverage its cost structure over the entire product life
cycle to produce sustained, higher-margin returns.
DEVELOP AND COMMERCIALIZE INNOVATIVE, VALUE-ADDED PRODUCTS
Automotive intends to continue to focus on the development of highly
engineered systems and complex assemblies and modules which provide value-added
solutions to customers and generally carry higher profit margins than
individualized components. Furthermore, Automotive intends to expand its product
lines by continuing to identify and fill new fast-growing niche markets, by
developing new products for existing markets, by acquiring companies with
product portfolios that complement the products currently supplied by Automotive
and by establishing strategic alliances with other suppliers.
One example of Automotive's focus on innovation is its acquisition in early
1999 of Kinetic Ltd., an Australian advanced suspension engineering company with
advanced roll-control technology. This technology also provides enhanced on-road
handling while improving off road performance. In addition, in an effort to
further enhance its electronic competencies Automotive entered into an agreement
with Siemens Automotive S.A. in late 1998 to cooperate in the development and
commercialization of advanced electronically controlled ride control and
suspension technologies. Also in late 1998, Automotive reached an agreement with
Ohlins Racing A.B. to jointly develop advanced, electronically controlled
suspension damping systems, which decreases spring movement.
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LEVERAGE AFTERMARKET BRAND NAMES
Automotive manufactures and markets leading brand-name products. Monroe(R)
ride control products and Walker(R) emissions control products, which have been
offered to consumers for over 50 years, are two of the most recognized
brand-name products in the automotive parts industry. Automotive continues to
emphasize product value differentiation with these brands and its other primary
brands, including:
- the Monroe Sensa-Trac(R) line of shock absorbers, that has been enhanced
by the Safe-Tech(TM) system technology which incorporates a fluon banded
piston to improve performance and durability;
- Walker's Quiet-Flow(TM) muffler, which features an open-flow design that
increases exhaust flow, improves sound quality and significantly reduces
exhaust backpressure when compared to other replacement mufflers;
- Rancho(R) ride control products for the high-performance light truck
market;
- DynoMax(R) high-performance emissions control systems;
- Walker Perfection(TM) catalytic converters;
- Clevite(TM) elastomeric vibration control components, which are primarily
rubber products used to reduce vibration through "cushioning" a
connection or contact point; and
- in European markets, Walker(R) and Aluminox(TM) mufflers.
Automotive is also capitalizing on its brand strength by incorporating
newly acquired product lines within existing product families. Automotive's
brand equity is an important asset in a time of customer consolidation and
merging channels of distribution.
DIVERSIFY END-MARKETS
One of Automotive's goals is to apply its existing design, marketing and
manufacturing capabilities to produce products for a variety of adjacent
markets. Automotive believes that these capabilities could be used for heavy
duty vehicle and industrial applications, various recreational vehicles,
scooters and bicycles. Automotive expects that expanding into markets other than
automotive parts will allow it to capitalize on its advancing technical and
manufacturing infrastructure to achieve growth in higher margin businesses.
EXPAND FULL-SYSTEM CAPABILITIES
The automotive parts industry is encountering a consolidation of parts
suppliers, as original equipment manufacturers require suppliers to provide
design assistance and innovation and full-system capabilities rather than just
specific parts. In response to this trend, Automotive has developed integrated,
electronically linked global engineering and manufacturing facilities to
maintain its presence on top selling vehicles. Automotive has over 10 years of
experience as an integrator of systems and modules, and is currently supplying
modules for 28 vehicle platforms worldwide. Automotive also plans to continue to
dedicate more resources towards strengthening technical capability and design
expertise and to pursue appropriate strategic acquisitions, joint ventures,
strategic alliances and cooperative development agreements to increase its
ability to deliver full-system capabilities.
MAINTAIN OPERATING COST LEADERSHIP
Automotive intends to continue to reduce costs by:
- standardizing its products and processes throughout its operations,
- further developing its global supply chain management capabilities,
- improving its information technology,
- increasing efficiency through employee training,
- investing in more efficient machinery, and
- enhancing the global coordination of costing and quoting procedures.
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In the fourth quarter of 1998, Automotive began a restructuring designed to
reduce administrative and operational overhead costs. The largest part of the
$53 million pre-tax restructuring charge which was recorded in income from
continuing operations related to the restructuring of its North American
aftermarket operations. The operational restructuring, designed to better match
Automotive's capacity to market demand, involves closing two plant locations and
five distribution centers, with the elimination of 302 positions at those
locations. Automotive expects to complete this by mid-2000. The administrative
restructuring involves the reduction of approximately 450 administrative staff
positions. Automotive expects to complete this by the end of 1999.
Automotive has also adopted Business Operating System ("BOS") as a
disciplined system to promote and manage continuous improvement. BOS focuses on
the assembly and analysis of data for quick and effective problem resolution to
create more efficient and profitable operations.
Automotive has also adopted a management process of measuring the economic
value of its operations to help ensure returns exceed capital costs. Automotive
is planning to link the successful application of this management discipline to
its incentive compensation program.
EXECUTE FOCUSED ACQUISITIONS AND ALLIANCES
In the past, Automotive has been successful in identifying and capitalizing
on strategic acquisitions and alliances to achieve growth. Through these
acquisitions and alliances, Automotive has: (a) expanded its product portfolio;
(b) realized incremental business with existing customers; (c) gained access to
new customers; and (d) achieved leadership positions within new geographic
markets.
Where appropriate, Automotive intends to continue to pursue strategic
acquisitions that complement its existing technology and systems development
efforts. This focused strategy will assist Automotive to identify and acquire
smaller-scale companies with proven proprietary technology and recognized
research capabilities necessary to help develop further leadership in systems
integration. Any potential acquisition will be expected to meet strict financial
criteria to ensure it increases economic value. Automotive also plans to
continue to pursue its joint venture and alliance opportunities to achieve its
objectives and enhance its profitability.
PROPERTIES
Automotive leases its principal executive offices, which are located in
Lake Forest, Illinois.
Walker operates 11 manufacturing facilities in the U.S. and six engineering
and technical facilities worldwide. Walker also operates 32 manufacturing
facilities outside of the U.S. and has a controlling interest in six joint
ventures that own manufacturing facilities in China, Germany, India and Sweden.
Monroe operates seven manufacturing facilities in the U.S. and ten
engineering and technical facilities worldwide. Monroe also operates 16
manufacturing facilities outside of the U.S. and has a controlling interest in
three joint ventures that own manufacturing facilities in China, South Africa
and India.
Automotive's manufacturing locations outside of the U.S. are located in
Canada, Mexico, Belgium, Spain, the United Kingdom, the Czech Republic, Turkey,
South Africa, France, Denmark, Sweden, Germany, Poland, Portugal, Argentina,
Brazil, Australia, and New Zealand. Sales offices are located in Australia,
Canada, Italy, Japan, Poland, Russia, and Sweden.
Of Automotive's properties described above, approximately one-half are
owned and one-half are leased. Twelve of the properties are held through joint
ventures. Automotive also has distribution facilities at its manufacturing sites
and at a few offsite locations, substantially all of which are leased.
Automotive's commitment to sound management practices and policies is also
demonstrated by its successful participation in the International Standards
Organization/Quality Systems certification process (ISO/QS). ISO/QS
certifications are yearly audits that certify that a company's facilities meet
stringent quality and business systems requirements. Without either ISO or QS
certification, Automotive would not be able to supply original equipment
manufacturers locally or globally. Ninety-nine percent of
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Automotive's facilities eligible to participate in the ISO program have achieved
ISO 9000 certification. Eighty-five percent of Automotive's facilities eligible
to participate in the QS program have achieved QS 9000 certification.
Automotive believes that substantially all of its plants and equipment are,
in general, well maintained and in good operating condition. They are considered
adequate for present needs and, as supplemented by planned construction, are
expected to remain adequate for the near future.
Automotive also believes that it and its subsidiaries have generally
satisfactory title to the properties owned and used in their respective
businesses.
LEGAL AND ENVIRONMENTAL PROCEEDINGS
As of June 1, 1999, Automotive has been designated as a potentially
responsible party at four "Superfund" sites and it has estimated its share of
the liability at these sites to be approximately $2 million in the aggregate. In
addition, Automotive may have liability to remediate contaminant releases at 18
of its current or former facilities and it has estimated its share of the
remediation costs at these facilities to be $19 million in the aggregate. For
both the Superfund sites and its current and former facilities, Automotive has
established reserves that it believes are adequate for these costs. Although
Automotive believes its estimates of remediation costs are reasonable and are
based on the latest available information, the clean-up costs are estimates and
are subject to revision as more information becomes available about the extent
of remediation required. At some sites, Automotive expects that other parties
will contribute to the remediation costs. In addition, at the Superfund sites,
the Comprehensive Environmental Response, Compensation and Liability Act
provides that Automotive's liability could be joint and several, meaning that
Automotive could be required to pay in excess of its share of remediation costs.
Automotive's understanding of the financial strength of other potentially
responsible parties at both the Superfund sites and at its former facilities has
been considered, where appropriate, in Automotive's determination of its
estimated liability. Automotive believes that any adjustment to the costs
associated with its current status as a potentially responsible party at the
Superfund sites or as a liable party at its current or former facilities will
not be material to its consolidated financial position or results of operations.
Automotive estimates that its capital expenditures for environmental
matters for 1999 and 2000 will not be material.
Automotive is party to various other legal proceedings arising from its
operations. Tenneco believes that the outcome of these other proceedings,
individually and in the aggregate, will not have a material adverse effect on
Automotive's financial position or results of operations.
STRATEGIC ACQUISITIONS AND ALLIANCES
Strategic acquisitions, joint ventures and alliances have been an important
part of Automotive's growth. Through this strategy, Automotive has expanded to
meet customers' global requirements. This strategy has also allowed Automotive
to acquire or align with companies that possess proven technology and research
capabilities, furthering Automotive's leadership in systems integration.
EMISSIONS CONTROL
- In 1996, Automotive established a joint venture in Dalian, China to
supply emissions control systems to the Northern Chinese automotive
market, expanded its North American heavy duty truck aftermarket business
through the acquisition of Stemco Inc. and acquired Minuzzi, the second
largest manufacturer of exhaust products in Argentina.
- In 1997, Automotive acquired Autocan, a Mexican catalytic converter and
exhaust pipe assembly manufacturer. It also acquired the manufacturing
operations of MICHEL, a privately owned, Polish-based manufacturer of
replacement market emissions control systems for passenger cars in
Eastern Europe.
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- In 1998, Automotive established a joint venture in Shanghai, China to
supply emissions control systems to the Central and Southern Chinese
automotive markets. Automotive also established a joint venture in Pune,
India to supply emissions control systems to OE customers and the
aftermarket.
- In 1999, Automotive began manufacturing emissions control systems at a
new facility in Curitiba, Brazil to supply original equipment customers
in this growing regional market.
RIDE CONTROL
- In 1995, Automotive acquired a 51% interest in a joint venture that has
three ride control manufacturing facilities in India and acquired a 51%
interest in a joint venture that has one ride control manufacturing
facility in China.
- In July 1996, Automotive acquired The Pullman Company and its Clevite
products division ("Clevite"). Clevite is a leading original equipment
manufacturer of elastomeric vibration control components, including
bushings, engine mounts and control arms, for the auto, light truck and
heavy truck markets. These products connect major metal parts and help
isolate noise, vibration and shock. With this acquisition, Automotive
expanded its capability to deliver ride control systems to original
equipment manufacturers. The Clevite acquisition also complemented
Automotive's interest in global growth opportunities, since both Clevite
and Monroe have manufacturing operations in Mexico and Brazil.
- In September 1996, Automotive acquired full ownership of Monroe Amortisor
Imalat ve Ticaret, a Turkish shock absorber manufacturer, in which it
previously held a 16.7% ownership interest.
- In December 1996, Automotive acquired 94% of the voting stock of Fric-Rot
S.A.I.C., the leading producer and marketer of ride control products in
Argentina. In 1997, Automotive increased its interest in Fric-Rot to more
than 99% through the purchase of additional shares.
- In 1996, Automotive also expanded its presence in Australia's ride
control product market with the acquisition of National Springs.
- In 1997, Automotive entered into a joint venture which resulted in its
acquisition of majority ownership of Armstrong, a leading South African
manufacturer of ride control products.
- Earlier this year, Automotive completed its acquisition of Kinetic, an
Australian advanced suspension engineering company with advanced
roll-control technology. Also this year, Automotive licensed elastomer
technology and equipment from Draftex, a French company. Automotive
intends to apply this technology to manufacturing engine mounts and ride
control products for sale in Mexico, Central America and South America.
OTHER
As of June 1, 1999, Automotive had approximately 23,500 employees, 34% of
which were covered by collective bargaining agreements and 16% of which are
governed by European works councils. Twenty-three of Automotive's existing labor
agreements, covering a total of 3,000 employees, are scheduled for renegotiation
in 1999 and 2000. Automotive regards its employee relations as generally
satisfactory.
The principal raw material utilized by Automotive is steel. Automotive
believes that an adequate supply of steel can presently be obtained from a
number of different domestic and foreign suppliers.
Automotive holds a number of domestic and foreign patents and trademarks
relating to its products and businesses. It manufactures and distributes its
products primarily under the Walker(R) and Monroe(R) brand names, which are well
recognized in the marketplace and are registered trademarks of Automotive. The
patents, trademarks and other intellectual property owned by or licensed to
Automotive are important in the manufacturing, marketing and distribution of its
products.
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MANAGEMENT AFTER THE SPIN-OFF
BOARD OF DIRECTORS
In connection with the spin-off, the current Board of Directors of Tenneco
Inc. will be restructured. This restructured Board of Directors will govern the
management and operations of Automotive upon completion of the spin-off.
The Automotive Board of Directors is currently divided into three classes
serving staggered three-year terms. At each annual meeting of stockholders,
successors to the directors whose terms expire at that meeting are elected.
However, Tenneco intends to submit a proposal for stockholder consideration to
eliminate its staggered board structure and provide instead for the annual
election of directors. Tenneco plans to submit this proposal at a special
stockholders' meeting to be held on October 25, 1999. If this proposal is
approved, the staggered board structure will be phased-out over the next three
annual stockholders' meetings, with directors being elected annually after the
expiration of the current staggered board terms set forth below.
Information concerning the individuals who will serve as directors of
Automotive upon completion of the spin-off and their terms is provided below.
Any current directors of Tenneco Inc. who will not be continuing as Automotive
directors will resign effective upon the spin-off.
Terms Expiring at the 2000 Annual Meeting of Stockholders (Class I)
MARK ANDREWS -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Andrews.
DAVID B. PRICE, JR. -- Mr. Price has been an Executive Vice President of
the BFGoodrich Company and President and Chief Operating Officer of BFGoodrich
Performance Materials, a producer of chemical additives and specialty plastics
for use in consumer and industrial products, since July 1997. Prior to joining
BFGoodrich, Mr. Price held various executive positions over a 20-year span at
Monsanto Company, most recently serving as President of the Performance
Materials Division of Monsanto Company. Mr. Price is 53 years old and will be
named a director in connection with the spin-off.
Terms Expiring at the 2001 Annual Meeting of Stockholders (Class II)
DANA G. MEAD, CHAIRMAN OF THE BOARD -- See "Description of
Packaging -- Management -- Board of Directors" for information about Mr. Mead.
M. KATHRYN EICKHOFF -- Ms. Eickhoff has been President of Eickhoff
Economics, Inc., a consulting firm, since 1987. From 1985 to 1987, she was
Associate Director for Economic Policy for the U.S. Office of Management and
Budget, and prior to 1985, was Executive Vice President and Treasurer of
Townsend-Greenspan & Co., Inc., an economic consulting firm. She is also a
director of AT&T Corp., Pharmacia & Upjohn, Inc., and Fleet Bank, NA. Ms.
Eickhoff is 60 years old, and has been a director of Tenneco since 1987. She
previously served as a member of the Tenneco Board of Directors from 1982 until
her resignation to join the Office of Management and Budget in 1985.
ROGER B. PORTER -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Porter.
Terms Expiring at the 2002 Annual Meeting of Stockholders (Class III)
MARK P. FRISSORA -- Mr. Frissora will be the Chief Executive Officer of
Automotive upon the spin-off and has been serving as its President since April
1999. From 1996 to April 1999, he held various positions within Automotive's
operations including Senior Vice President and General Manager of North American
Original Equipment. Mr. Frissora joined Automotive in 1996 from Aeroquip-Vickers
Corporation, where he served from 1991 as Vice President of North American
marketing, sales and distribution. Mr. Frissora is 43 years old and will be
named a director in connection with the spin-off.
138
<PAGE> 140
SIR DAVID PLASTOW -- Sir David Plastow was Chairman of the Medical Research
Council, which promotes and supports research and post-graduate training in the
biomedical and other sciences, from 1990 until his retirement in 1998. He served
as Chairman of Inchcape plc, a multi-national marketing and distribution
company, from June 1992 to December 1995, and Chairman and Chief Executive
Officer of Vickers plc, an engineering and manufacturing company headquartered
in London, from January 1987 to May 1992. He is also a director of Lloyds TSB
Group plc and FT Everard & Sons Limited. Sir David Plastow is 67 years old and
has been a director of Tenneco since May 1996. He previously served as a member
of the Board of Directors of Tenneco from 1985 until 1992.
PAUL T. STECKO -- See "Description of Packaging -- Management -- Board of
Directors" for information about Mr. Stecko.
EXECUTIVE OFFICERS
The following provides information concerning the persons who will serve as
the executive officers of Automotive upon completion of the spin-off. Each of
the named persons has been, or before the spin-off will be, elected to the
office indicated opposite his name and will serve at the discretion of the
Automotive Board of Directors.
<TABLE>
<CAPTION>
AGE AT
NAME JUNE 30, 1999 TITLE
---- ------------- -----
<S> <C> <C>
Mark P. Frissora............... 43 Chief Executive Officer
Richard P. Schneider........... 52 Senior Vice President -- Global Administration
Mark A. McCollum............... 40 Senior Vice President and Chief Financial Officer
Timothy R. Donovan............. 43 Senior Vice President and General Counsel
Timothy E. Jackson............. 45 Senior Vice President and General Manager -- North
American Original Equipment and Worldwide Program
Management
David G. Gabriel............... 40 Senior Vice President and General Manager -- North
American Aftermarket
</TABLE>
MARK P. FRISSORA -- See "-- Board of Directors," above, for information
about Mr. Frissora.
RICHARD P. SCHNEIDER -- As Senior Vice President -- Global Administration,
Mr. Schneider is responsible for the development and implementation of human
resources programs and policies and corporate communications activities for
Automotive's worldwide operations. He joined Automotive in 1994 from
International Paper Company where, during his 20-year tenure, he held key
positions in labor relations, management development, personnel administration
and equal employment opportunity.
MARK A. MCCOLLUM -- Mr. McCollum joined Automotive in April 1998 from
Tenneco, where as Vice President, Corporate Development he was responsible for
executing Tenneco's strategic transactions. From January 1995 to April 1998, he
served in various capacities with Tenneco, including Vice President, Financial
Analysis and Planning and Corporate Controller. Before joining Tenneco, Mr.
McCollum spent 14 years with the international public accounting firm of Arthur
Andersen LLP, serving as an audit and business advisory partner of the company's
worldwide partnership from 1991 to 1994.
TIMOTHY R. DONOVAN -- Mr. Donovan was named Senior Vice President and
General Counsel of Automotive in August 1999. Since 1989, Mr. Donovan has been a
partner in the law firm of Jenner & Block, where he serves as the Chairman of
the Corporate and Securities Group and as a member of the firm's Executive
Committee. Mr. Donovan will continue with Jenner & Block through the end of
1999, at which time he will resign.
TIMOTHY E. JACKSON -- Mr. Jackson was named Senior Vice President and
General Manager -- North American Original Equipment and Worldwide Program
Management in June 1999. Mr. Jackson joined the company from ITT Industries
where he was President of the company's Fluid Handling Systems Division. With
over 20 years of management experience, 14 within the automotive industry, he
was also Chief Executive Officer for HiSAN, a joint venture between ITT
Industries and Sanoh Industrial Company.
139
<PAGE> 141
Mr. Jackson has also served in senior management positions at BFGoodrich
Aerospace and General Motors Corporation.
DAVID G. GABRIEL -- Mr. Gabriel was named Senior Vice President and General
Manager -- North American Aftermarket in August 1999. From March to August 1999,
Mr. Gabriel was the Vice President of Operations for Automotive's North American
aftermarket business. From March 1997 to March 1999, he served as Vice President
of Manufacturing for Automotive's North American aftermarket business. From
February 1995 to March 1997, he served as Executive Director of Supplier
Development for Tenneco Business Services. Before joining Tenneco in February
1995, Mr. Gabriel spent 15 years in various operating positions of increasing
responsibility with the Pepsi Cola Company and Johnson and Johnson.
STOCK OWNERSHIP OF MANAGEMENT
The following table shows, as of June 30, 1999, the number of shares of
Tenneco common stock beneficially owned by: (1) each person who will be a
director of Automotive upon the spin-off; (2) each person who is named in the
Summary Compensation Table for Automotive, below; and (3) all persons who will
be directors or executive officers of Automotive upon the spin-off, as a group.
The table also shows: (a) Tenneco common stock equivalents held by these
directors and executive officers under benefit plans; and (b) the total number
of shares of Tenneco common stock and common stock equivalents held.
<TABLE>
<CAPTION>
SHARES OF COMMON COMMON STOCK TOTAL SHARES
STOCK OWNED(1)(2)(3) EQUIVALENTS AND EQUIVALENTS
-------------------- ------------ ---------------
<S> <C> <C> <C>
DIRECTORS
Mark Andrews............................................. 14,155 1,600 15,755
M. Kathryn Eickhoff...................................... 9,728 1,600 11,328
Mark P. Frissora......................................... 33,968 -- 33,968
Dana G. Mead............................................. 765,821 44,737 810,558
Sir David Plastow........................................ 4,700 2,610 7,310
Roger B. Porter.......................................... 2,000 3,420 5,420
David B. Price, Jr. ..................................... -- -- --
Paul T. Stecko........................................... 314,362 -- 314,362
EXECUTIVE OFFICERS
Richard P. Schneider..................................... 24,751 -- 24,751
Mark A. McCollum......................................... 30,959 -- 30,959
Timothy R. Donovan....................................... -- -- --
Timothy E. Jackson....................................... -- -- --
David G. Gabriel......................................... 15,742 -- 15,742
All executive officers and directors as a group.......... 1,216,186(5) 53,967 1,270,153(5)
</TABLE>
- ---------------
(1) Each director and executive officer has sole voting and investment power
over the shares beneficially owned (or has the right to acquire shares as
described in note (2) below) as set forth in this column, except for: (a)
restricted shares; and (b) shares that executive officers and directors have
the right to acquire pursuant to stock options. Generally, Tenneco
restricted shares will be vested prior to the spin-off. In connection with
the spin-off, Tenneco stock options held by the executive officers listed
above will be adjusted so that the options immediately after the spin-off
will have equivalent economic terms to the options immediately before the
spin-off. Tenneco stock options held by directors will be adjusted in the
same manner, except that one-half of the Tenneco options held by Messrs.
Mead, Andrews and Porter will be replaced with Packaging options having
equivalent economic terms, and options held by Mr. Stecko will terminate
unless exercised prior to the spin-off.
(2) Includes restricted shares. At June 30, 1999, Ms. Eickhoff and Messrs.
Andrews, Frissora, Mead, Plastow, Schneider and Gabriel held 3,963; 6,547;
12,000; 66,025; 300; 3,000; and 5,000 restricted shares, respectively. Also
includes shares that are subject to options, which are exercisable within 60
days of June 30, 1999 for Ms. Eickhoff and Messrs. Andrews, Frissora, Mead,
Plastow, Porter, Stecko, Schneider, McCollum and Gabriel to purchase 2,000;
2,000; 20,887; 616,176; 2,000; 2,000; 288,814; 15,844; 30,959; and 9,848
shares, respectively.
(3) Less than one percent of the outstanding shares of Tenneco common stock.
(4) Common stock equivalents are distributed in shares of Tenneco common stock
or, in some circumstances, cash after the individual ceases to serve as a
director or officer. Common stock equivalents held by directors who are not
employees of Tenneco will be vested and distributed prior to the spin-off.
(5) Includes 990,528 shares that are subject to options that are exercisable
within 60 days of June 30, 1999, by all executive officers and directors as
a group, and includes 96,835 restricted shares for all executive officers
and directors as a group.
140
<PAGE> 142
COMMITTEES OF THE BOARD OF DIRECTORS AFTER THE SPIN-OFF
The Automotive Board of Directors will have three standing committees when
the spin-off is completed. These committees will have the following described
responsibilities and authority:
The Audit Committee, comprised solely of outside directors, will have the
responsibility, among other things, to: (1) recommend the selection of
Automotive's independent public accountants; (2) review and approve the scope of
the independent public accountants' audit activity and extent of non-audit
services; (3) review with management and such independent public accountants the
adequacy of Automotive's basic accounting system and the effectiveness of
Automotive's internal audit plan and activities; (4) review with management and
the independent public accountants Automotive's certified financial statements
and exercise general oversight of Automotive's financial reporting process; and
(5) review with Automotive litigation and other legal matters that may affect
Automotive's financial condition and monitor compliance with Automotive's
business ethics and other policies.
The Compensation/Nominating/Governance Committee, comprised solely of
outside directors, will have the responsibility, among other things, to: (1)
establish the salary rate of officers and employees of Automotive and its
subsidiaries; (2) examine periodically the compensation structure of Automotive;
and (3) supervise the welfare and pension plans and compensation plans of
Automotive. It will also have significant corporate governance responsibilities,
among other things, to: (a) review and determine the desirable balance of
experience, qualifications and expertise among members of the Automotive Board;
(b) review possible candidates for membership on the Automotive Board and
recommend a slate of nominees for election as directors at Automotive's annual
stockholders' meeting; (c) review the function and composition of the other
committees of the Automotive Board and recommend membership on these committees;
and (d) review the qualifications and recommend candidates for election as
officers of Automotive.
The Three-year Independent Director Evaluation Committee, comprised solely
of outside directors, will have the responsibility, among other things, to
review Automotive's qualified offer rights plan at least every three years and,
if it deems it appropriate, recommend that the full Automotive Board modify or
terminate that plan.
EXECUTIVE COMPENSATION
The following table shows the compensation paid for 1998 by Tenneco to: (a)
the person who will become the Chief Executive Officer of Automotive upon the
spin-off; and (b) each of the persons who will be included among the four most
highly compensated executive officers of Automotive upon the spin-off, based on
1998 compensation, other than the Chief Executive Officer. The table shows
amounts paid to these persons for all services provided to Tenneco and its
subsidiaries. Messrs. Donovan and Jackson had no compensation from Tenneco and
its subsidiaries prior to 1999.
141
<PAGE> 143
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION -----------------------
-------------------------------------- RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(1) BONUS COMPENSATION(2) AWARDS(3) OPTIONS(4) COMPENSATION(5)
--------------------------- --------- -------- --------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark P. Frissora.............. $252,300 $130,000 $ 31,234 $450,720 35,000 $ 9,393
Chief Executive Officer
Richard P. Schneider.......... $216,310 $ 80,000 $ 39,169 -- 15,000 $12,683
Senior Vice
President -- Global
Administration
Mark A. McCollum.............. $211,800 $ 75,000 $110,678 -- 15,000 $ 584
Senior Vice President and
Chief Financial Officer
David G. Gabriel.............. $182,353 $ 60,000 $ 15,720 $187,800 10,000 $ 7,288
Senior Vice President and
General Manager -- North
American Aftermarket
</TABLE>
- ---------------
(1) Includes base salary plus amounts paid in lieu of matching contributions to
the Tenneco Thrift Plan.
(2) Includes amounts attributable to: (a) the value of personal benefits
provided by Tenneco to executive officers, such as the personal use of
Tenneco-owned property, and relocation expenses; (b) reimbursement for
taxes; and (c) amounts paid as dividend equivalents on performance share
equivalent units ("Dividend Equivalents"). The amount of each personal
benefit that exceeds 25% of the estimated value of the total personal
benefits provided by Tenneco, reimbursement for taxes, and amounts paid as
Dividend Equivalents to the individuals named in the table for 1998 was as
follows: $1,013 for reimbursement of taxes; $8,760 in Dividend Equivalents
and $20,000 perquisite allowance for Mr. Frissora; $3,950 for reimbursement
of taxes, $10,200 in Dividend Equivalents and $20,000 perquisite allowance
for Mr. Schneider; $58,946 in relocation expenses, $20,745 for reimbursement
of taxes, $8,400 in Dividend Equivalents and $20,000 perquisite allowance
for Mr. McCollum; and $3,720 in Dividend Equivalents and $12,000 perquisite
allowance for Mr. Gabriel.
(3) Includes the dollar value of grants of restricted shares based on the price
of Tenneco common stock on the date of grant. At December 31, 1998, Messrs.
Frissora, Schneider, McCollum and Gabriel held 19,300; 11,500; 7,000; and
8,100 restricted shares and/or performance share equivalent units,
respectively. The value at December 31, 1998 (based on a per
share/equivalent unit price of $34.063 on that date) of all restricted
shares/performance units held was $657,416 for Mr. Frissora, $391,725 for
Mr. Schneider, $238,441 for Mr. McCollum, and $275,910 for Mr. Gabriel.
Generally, restricted shares and performance share equivalent units will be
vested prior to the spin-off. Dividends/Dividend Equivalents will be paid on
the restricted shares/ performance share equivalent units held by each
individual.
(4) In connection with the spin-off, options will be adjusted so that the
options immediately after the spin-off will have equivalent economic terms
to the options immediately before the spin-off.
(5) Includes amounts attributable during 1998 to benefit plans of Tenneco as
follows:
(a) The amounts contributed pursuant to Tenneco's Thrift Plan for the
accounts of Messrs. Frissora, Schneider and Gabriel were $6,400, $5,013
and $5,000, respectively.
(b) The dollar values paid by Tenneco for insurance premiums under the
Tenneco group life insurance plan (including dependent life) for Messrs.
Frissora, Schneider, McCollum, and Gabriel were $2,993, $7,670, $584,
and $2,288, respectively.
142
<PAGE> 144
OPTIONS GRANTED IN 1998
The following table shows the number of options to purchase Tenneco common
stock granted during 1998 to the persons named in the Summary Compensation Table
above.
<TABLE>
<CAPTION>
PERCENT OF
SHARES OF TOTAL
COMMON STOCK OPTIONS GRANTED
UNDERLYING TO TENNECO EMPLOYEES EXERCISE EXPIRATION GRANT DATE
NAME OPTIONS GRANTED(#)(1) IN 1998(%) PRICE($)(2) DATE PRESENT VALUE(3)
---- --------------------- -------------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Mr. Frissora......... 35,000 2.0% $36.63 7/21/08 $360,150
Mr. Schneider........ 15,000 .9% $36.63 7/21/08 $154,350
Mr. McCollum......... 15,000 .9% $36.63 7/21/08 $154,350
Mr. Gabriel.......... 10,000 .5% $36.63 7/21/08 $102,900
</TABLE>
- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be adjusted so that the options immediately after
the spin-off will have equivalent economic terms to the options immediately
before the spin-off.
(2) All options were granted with exercise prices equal to 100% of the fair
market value of a share of Tenneco common stock on the date of grant.
(3) The Black-Scholes valuation was performed using the following assumptions:
25.6% volatility, 5.7% risk free interest rate, 3.2% expected dividend rate
and 10 year option life.
OPTIONS AT 1998 YEAR-END
The following table shows the number of options to purchase Tenneco common
stock held at December 31, 1998 by the persons named in the Summary Compensation
Table above. No Tenneco options were exercised in 1998, and there were no
in-the-money Tenneco options as of December 31, 1998.
<TABLE>
<CAPTION>
TOTAL NUMBER OF
UNEXERCISED OPTIONS
HELD AT
DECEMBER 31, 1998(1)
----------------------------
NAME EXERCISABLE UNEXERCISABLE
---- ----------- -------------
<S> <C> <C>
Mr. Frissora................................................ 8,291 65,495
Mr. Schneider............................................... 9,180 57,862
Mr. McCollum................................................ 22,476 49,583
Mr. Gabriel................................................. 5,894 23,346
</TABLE>
- ---------------
(1) In connection with the spin-off, the Tenneco stock options held by the
persons listed above will be adjusted so that the options immediately after
the spin-off will have equivalent economic terms to the options immediately
before the spin-off.
LONG-TERM INCENTIVE PLANS
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN 1998
The following table shows information concerning performance-based awards
made during 1998 to the persons named in the Summary Compensation Table above.
<TABLE>
<CAPTION>
NUMBER OF SHARES, PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
UNITS OR OTHER PERIOD NON-STOCK PRICE-BASED PLANS(1)
OTHER UNTIL MATURATION ---------------------------------------
NAME RIGHTS(1)(2) OR PAYOUT(3) THRESHOLD(4) TARGET(4) MAXIMUM(4)
---- ----------------- ---------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Frissora.................. 5,000 4 years 25% 100% 150%
Mr. Schneider................. 4,500 4 years 25% 100% 150%
Mr. McCollum.................. 3,500 4 years 25% 100% 150%
Mr. Gabriel................... 2,000 4 years 25% 100% 150%
</TABLE>
- ---------------
(1) Estimated future payouts are based on earnings per share ("EPS") from
continuing operations; however, generally performance share equivalent units
will be deemed to be earned at the target level and vested prior to the
spin-off.
143
<PAGE> 145
(2) Each performance share equivalent unit represents one share of Tenneco's
common stock that may be earned under this award and the number of
performance share equivalent units listed in this column represents the
maximum number of performance share equivalent units that may be earned
under this award.
(3) Performance share equivalent units are earned at the rate of 25% per year
based on achievement of annual EPS goals; however, generally performance
share equivalent units will be deemed to be earned at the target level and
vested prior to the spin-off.
(4) Represents maximum performance share equivalent units earned where the goals
were consistently within the indicated performance range on an individual
year and accumulated four-year basis; however, generally performance share
equivalent units will be deemed to be earned at the target level and vested
prior to the spin-off.
PENSION PLAN TABLE
The following table shows the aggregate estimated annual benefits payable
upon normal retirement pursuant to the Tenneco Retirement Plan and the Tenneco
Inc. Supplemental Executive Retirement Plan to persons in specified remuneration
and years of credited participation classifications. In connection with the
spin-off, Packaging will become the sponsor of the Tenneco Retirement Plan.
Automotive expects to adopt a salaried defined benefit pension plan patterned
after the Tenneco Retirement Plan. The Automotive plan will count service prior
to the spin-off for all purposes, including benefit accrual, but there will be
an offset for benefits accrued under the Tenneco Retirement Plan. Therefore, as
to Automotive employees, the benefits described in the table will be provided by
a combination of payments from the Tenneco Retirement Plan and the Automotive
plan. Automotive also expects to continue plans similar to the Tenneco Inc.
supplemental pension plan.
<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
ANNUAL ----------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$250,000............. $ 58,928 $ 78,571 $ 98,214 $117,857 $137,500
$300,000............. $ 70,714 $ 94,285 $117,857 $141,428 $165,000
$350,000............. $ 82,500 $110,000 $137,500 $165,000 $192,500
$400,000............. $ 94,285 $125,714 $157,142 $188,571 $220,000
$450,000............. $106,071 $141,428 $176,785 $212,142 $247,500
$500,000............. $117,857 $157,142 $196,428 $235,714 $275,000
$550,000............. $129,642 $172,857 $216,071 $259,285 $302,500
$600,000............. $141,428 $188,571 $235,714 $282,857 $330,000
$650,000............. $153,214 $204,285 $255,357 $306,428 $357,500
$700,000............. $165,000 $220,000 $275,000 $330,000 $385,000
</TABLE>
- ---------------
1. The benefits shown above are computed as a straight life annuity and are
based on years of credited participation and the employee's average
compensation, which is comprised of salary and bonus. These benefits are not
subject to any deduction for Social Security or other offset amounts. The
years of credited participation for Messrs. Frissora, Schneider, McCollum and
Gabriel are 2, 4, 4 and 4, respectively. See the Summary Compensation Table
on page 142 for salary and bonus information for these individuals.
2. If Mr. Frissora completes 10 years of service in the period commencing
January 1, 1999, he will be entitled to benefits commencing at age 55 of at
least 40% of his average salary plus bonus determined over a three-year
period.
COMPENSATION OF DIRECTORS
Fee Structure. Following the spin-off, each director who is not also an
employee of Automotive or its subsidiaries, an "outside director," will be paid
a yearly retainer fee of $35,000 for service on the Automotive Board of
Directors. In general, 100% of that fee will be paid in the form of
stock-settled common stock equivalents, (the "directors' stock equivalents") as
described below. A director may elect, however, to have up to 40%, or $14,000,
of the fee paid in cash. These outside directors will also receive cash
attendance fees and committee chair and membership fees, and reimbursement of
their expenses for attending meetings of the Board of Directors. Outside
directors will receive $1,000 for each meeting of the Board of Directors
attended, and each one who serves as a Chairman of the Audit Committee or the
Compensation/Nominating/Governance Committee will be paid a fee of $7,000 per
chairmanship. Outside directors who serve as members of these committees will be
paid $4,000 per committee membership.
144
<PAGE> 146
Members of the Three-year Independent Director Evaluation Committee will receive
$1,000 plus expenses for each meeting of that committee attended.
Common Stock Equivalents/Options. As described above, all or a portion of
an outside director's retainer fee will be paid in common stock equivalent
units. These directors' stock equivalents will be payable in shares of
Automotive common stock after an outside director ceases to serve as a director
of Automotive. Final distribution of these shares may be made either in a lump
sum or in installments over a period of years. The directors' stock equivalents
will be issued at 100% of the fair market value on the date of the grant. Each
outside director will also receive an annual grant of an option to purchase up
to 6,500 shares of Automotive common stock as additional incentive compensation.
Directors options: (a) will be granted with per share exercise prices equal to
100% of the fair market value of a share of Automotive common stock on the day
the option is granted; (b) will have terms of ten years; and (c) will fully vest
six months from the grant date. Once vested, the directors options will be
exercisable at any time during the option term.
Automotive expects that restricted shares of Tenneco common stock and
directors' stock equivalents held by outside directors will be vested prior to
the completion of the spin-off, and the directors will be paid an amount in cash
to defray taxes incurred on that vesting.
Deferred Compensation Plan. Automotive will have a voluntary deferred
compensation plan for outside directors. Under the plan, an outside director may
elect, prior to commencement of the next calendar year, to have some or all of
the cash portion, that is, up to 40% or $14,000, of his or her retainer fee and
some or all of his or her meeting fees credited to a deferred compensation
account. The plan will provide these directors with various investment options.
The investment options will include stock equivalent units of Automotive common
stock, which may be paid out in either cash or shares of Automotive common
stock.
Restricted Stock. In satisfaction of residual obligations of Automotive
under the discontinued retirement plan for directors, Ms. Eickhoff and Mr.
Andrews will receive a yearly grant of $15,400 in value of restricted shares of
Automotive common stock. The restricted shares may not be sold, transferred,
assigned, pledged or otherwise encumbered and are subject to forfeiture if Ms.
Eickhoff or Mr. Andrews ceases to serve on the Board prior to the expiration of
the restricted period. This restricted period ends upon his or her normal
retirement from the Board, unless he or she is disabled, dies, or the
Compensation/Nominating/Governance Committee of the Board, at its discretion,
determines otherwise. During the restricted period, Ms. Eickhoff and Mr. Andrews
will be entitled to vote the shares and receive dividends.
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Automotive will maintain a key executive change-in-control severance
benefit plan similar to the existing Tenneco plan and incorporating some
provisions of the benefits protection trust. The purpose of the plan is to
enable Automotive to continue to attract, retain and motivate highly qualified
employees by eliminating, to the maximum practicable extent, any concern on the
part of such employees that their job security or benefit entitlements will be
jeopardized by a "change-in-control" of Automotive, as that term will be defined
in the plan. The plan will be designed to achieve this purpose through the
provision of severance benefits for key employees and officers whose positions
are terminated following a change-in-control as provided in the plan. Under the
plan, Automotive expects that Messrs. Frissora, Schneider, McCollum and Gabriel
would have become entitled to receive payments from Automotive in the amount of
$1,200,000; $986,001; $1,119,399 and $760,749, respectively, had their positions
been terminated on December 31, 1998 following a change-in-control. In addition,
restricted shares held in the name of those individuals under restricted stock
plans would have automatically reverted to Automotive, and Automotive would have
been obliged to pay those individuals the fair market value of those restricted
shares. Their performance share equivalent units would also have been fully
vested and paid. The spin-off does not constitute a "change-in-control" of
Tenneco for purposes of Tenneco's current or the new change-in-control severance
benefits plans. The Tenneco benefits protection trust and rabbi trust will be
terminated prior to the spin-off.
145
<PAGE> 147
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During fiscal year 1998, Tenneco paid the firm Eickhoff Economics, Inc., of
which Ms. Eickhoff is the sole owner, approximately $25,000 for financial
consulting services. These services have not been and will not be provided in
1999.
AUTOMOTIVE BENEFIT PLANS FOLLOWING THE SPIN-OFF
Automotive will continue its sponsorship of the defined benefit pension
plans covering hourly employees. Automotive expects to adopt a salaried defined
benefit pension plan patterned after the Tenneco Retirement Plan, which will
count service prior to the spin-off for all purposes including benefit accrual,
but there will be an offset for benefits accrued under the Tenneco Retirement
Plan. Automotive will adopt thrift plans covering salaried and hourly employees
to which the employees' account balances in the existing Tenneco Thrift Plan
will be transferred. The Automotive thrift plans will be 401(k) plans, and there
will be employer contributions.
Automotive will adopt two non-qualified deferred compensation plans
patterned after the existing Tenneco deferred compensation plans and
supplemental defined benefit pension plan. These plans will be unfunded.
Automotive will continue the executive incentive compensation plan to
provide annual cash bonuses to eligible employees.
Participation in the existing Tenneco employee stock purchase plan has been
suspended. Automotive expects to permit resumed participation in that plan after
the spin-off.
Automotive will continue the 1996 Tenneco Inc. Stock Ownership Plan.
Tenneco options which will continue to be held by Automotive personnel will be
adjusted in connection with the spin-off to maintain economic equivalent terms.
Shares underlying options previously held by non-Automotive personnel will
become available for regrant at the time of the spin-off.
NEW FINANCING
In connection with the spin-off, Automotive intends to (1) enter into a new
senior secured credit facility and (2) issue new senior subordinated debt.
Automotive plans to use the proceeds of the senior subordinated debt issue and
borrowings of approximately $1,150 million under the new senior credit facility
to fund a portion of the debt realignment. See "The Spin-off -- Debt
Realignment."
Definitive agreements for the issuance and sale of the senior subordinated
notes and the senior secured credit facility are being negotiated and have not
been completed. Accordingly, the terms of such arrangements described below are
preliminary and may change as a result of the negotiation of definitive
agreements. In addition, funding under both of the financings described below
will be subject to the satisfaction of numerous conditions.
NEW CREDIT FACILITY
Automotive intends to enter into a senior secured credit facility with a
syndicate, or group, of banks and other financial institutions. Automotive
expects the total available borrowing capacity under the senior secured credit
facility to amount to $1,650 million, including a $500 million revolving credit
facility, with commitment terms ranging from six to eight and one-half years.
Repayment. Automotive expects that the terms of the senior secured credit
facility will require the revolving credit facility to be repaid on or before
the date that is the sixth anniversary of the funding date. Prior to that date,
funds may be borrowed, repaid and reborrowed without premium or penalty.
Automotive expects that the revolving credit facility will terminate in 2005.
Automotive expects the term loans under the senior secured credit facility
will have varying maturities from six to eight and one-half years, a portion of
which will be payable in quarterly installments beginning 18 months after the
funding and the remainder of which will be payable at maturity.
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<PAGE> 148
Guarantee; Security. Automotive expects the senior credit facility to be
guaranteed by each of Automotive's direct and indirect wholly-owned domestic
subsidiaries. Automotive also expects the senior credit facility to be secured
by a perfected security interest in (1) substantially all of the tangible and
intangible assets of Automotive and its domestic subsidiaries, (2) the capital
stock of Automotive's domestic subsidiaries, and (3) up to 65% of the capital
stock of Automotive's first-tier foreign subsidiaries, excluding joint venture
interests. Automotive expects that the collateral will be permanently released
if Automotive achieves specified long-term debt ratings and a portion of the
term loans have been paid in full.
Covenants. Automotive expects the senior credit facility will require
Automotive to maintain compliance with the following financial tests:
- minimum interest coverage ratio, which is the ratio of consolidated
earnings before interest expense, income taxes, minority interest,
depreciation and amortization ("EBITDA") to consolidated cash interest
expense;
- minimum fixed charge coverage ratio, which is the ratio of consolidated
EBITDA less consolidated capital expenditures to consolidated cash
interest expense; and
- maximum leverage ratio, which is the ratio of consolidated indebtedness
to consolidated EBITDA.
In addition, the senior credit facility will contain restrictions on
Automotive's operations that are customary for similar facilities and
transactions, including limitations on: (a) incurring additional liens; (b)
liquidations and dissolutions; (c) incurring additional indebtedness or
guarantees; (d) sales or other dispositions of assets; (e) capital expenditures;
(f) dividends; (g) mergers and consolidations; (h) loans and advances; (i)
prepayments and modifications of subordinated and other debt instruments; and
(j) sales and leasebacks.
Interest. Automotive expects the borrowings under the senior credit
facility to bear interest at floating rates, generally based, at Tenneco's
option, on a base rate defined in the senior secured credit facility or the
Eurodollar rate, in each case plus an applicable margin that will depend on
Automotive's leverage ratio.
Mandatory Prepayments. Automotive expects that the senior secured credit
facility will require Automotive to prepay the term loan facilities and reduce
commitments under the revolving credit facility with:
- 100% of the net proceeds of any issuance or incurrence of indebtedness
after the funding date by Automotive or its subsidiaries, subject to
exceptions for permitted debt;
- 50% of the net proceeds of any issuance of equity by Automotive or its
subsidiaries, subject to some exceptions;
- 100% of the net proceeds of any sale or other disposition by Automotive
or its subsidiaries of any assets, unless such proceeds are reinvested in
assets useful in Automotive's business, with some exceptions;
- 75% of excess cash flow, to be defined in the senior credit facility; and
- 100% of the net proceeds of casualty insurance, condemnation awards or
other recoveries, to the extent the proceeds are not reinvested in other
assets useful in Automotive's business, subject to some exceptions.
Automotive expects that the mandatory prepayment percentages will be
reduced if Automotive achieves certain performance measures to be established in
the facility.
NEW SUBORDINATED DEBT
In connection with the spin-off, Automotive intends to offer $500 million
of senior subordinated notes in a private placement for resale pursuant to Rule
144A under the Securities Act of 1933. The senior
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<PAGE> 149
subordinated notes will be general unsecured obligations of Automotive, junior
to all senior indebtedness of Automotive. While the interest rate, interest
payment dates, maturity and other material terms of the senior subordinated
notes have not been finalized, Automotive expects that the senior subordinated
notes will have terms customary for senior subordinated note offerings of
issuers similar to Automotive. Automotive also expects that the senior
subordinated notes will:
- mature in 10 years;
- be guaranteed by all of Automotive's material domestic wholly-owned
subsidiaries;
- have registration rights;
- be redeemable at the option of the holders upon a change of control; and
- include customary limitations on Automotive for this type of financing,
including limitations on indebtedness, liens, dividends, stock
repurchases, investments, assets sales, mergers, subsidiary stock
issuances and affiliate transactions.
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<PAGE> 150
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of U.S. federal income tax
consequences of the exchange offers and consent solicitation to holders of
original securities. This discussion, to the extent it summarizes matters of law
or legal conclusions, is the opinion of Jenner & Block, tax counsel to Tenneco
and Packaging in connection with the exchange offers, based on United States
federal income tax laws as now in effect. This discussion does not discuss all
aspects of U.S. federal income taxation that may be relevant to you in light of
the your particular circumstances. For example, special rules may apply to you
if you are one of the following types of holders:
- an insurance company,
- a tax-exempt organization,
- an employee stock ownership plan,
- a bank, broker, dealer or financial institution,
- a holder that holds original securities as part of a position in a
"straddle" or as part of a "hedging" or "conversion" transaction for U.S.
federal income tax purposes,
- a holder that has a "functional currency" other than the United States
dollar, or
- a taxpayer that is not a citizen or resident of the United States, or
that is a foreign corporation, foreign partnership or foreign estate or
trust as to the United States.
In addition, the discussion does not consider the effect of any foreign,
state, local, or other tax laws, or any United States tax consequences (for
example, estate or gift tax) other than income tax consequences, that may be
applicable to you. Further, this summary assumes that you hold the original
securities as "capital assets" (generally, property held for investment) within
the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended
(the "Code"). This summary is based on the Code and applicable Treasury
Regulations promulgated and proposed under the Code, rulings, administrative
pronouncements and decisions as of the date of this document, all of which are
subject to change or differing interpretations at any time with possible
retroactive effect.
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO YOU OF THE EXCHANGE OFFERS AND
CONSENT SOLICITATION.
TAX CONSIDERATIONS IF YOU EXCHANGE
New Securities. In general, if you tender your original securities in the
exchange offers, you should not recognize any gain or loss as a result of your
receipt of new securities, except on the receipt of accrued and unpaid interest
on the original securities and except with respect to cash received in lieu of a
fractional interest in new securities. Your basis of the new securities
immediately after the exchange offers will be the same as the basis of your
original securities exchanged for those new securities (which will not include
any basis allocated to a fractional interest in new securities for which cash is
received). The holding period of the new securities received by you in the
exchange offers will include the period during which you held the original
securities exchanged for those new securities, assuming the original securities
were held as capital assets. No ruling has been requested from the Internal
Revenue Service regarding the consequences of the exchange offers and,
accordingly, Tenneco and Packaging cannot assure you that the IRS will not take
a view contrary to those expressed above.
The above conclusions are based on the assumption, among others, that the
original securities and new securities are "securities" for federal income tax
purposes. Whether a debt instrument constitutes a security for U.S. federal
income tax purposes depends on the terms, conditions and other facts and
circumstances relating to the instrument. Prominent factors that the courts have
relied upon in making this determination include: (a) the term to maturity of
the debt; (b) the collateral securing the debt; (c) the degree of subordination
of the debt; (d) the ratio of debt to equity of the issuer; (e) the riskiness of
the business of the issuer; and (f) the negotiability of the instrument.
Generally, notes with terms to maturity
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<PAGE> 151
of ten years or more, such as some of the original securities and some of the
new securities, are treated as securities for federal income tax purposes.
Securities with terms to maturity of five years or less are generally not
treated as securities for federal income tax purposes. Nevertheless, the IRS has
taken the position that while the term to maturity is an important factor, the
determination of whether a debt instrument is a security should be based upon an
evaluation of the overall nature of the debt, including the degree of
participation and continuing interest in the business of the debtor obligated
for the debt. [Terms to maturity of new securities to be provided by amendment.]
Based on all of the factors discussed above, in the opinion of Jenner &
Block, both the original securities and the new securities should be treated as
securities for U.S. federal income tax purposes. However, due to the inherently
factual nature of the determination of whether a debt instrument is a security
for tax purposes, the IRS or a court could determine that the original
securities or the new securities do not constitute securities.
The above conclusions are also based on the assumption that the spin-off
will qualify as a tax-free distribution under Section 355 of the Code. Tenneco
has received a letter ruling from the IRS to that effect. The letter ruling is
based on various factual representations and assumptions. If any of these
factual representations or assumptions are incomplete or untrue in a material
respect, or the facts on which the letter ruling is based are materially
different from the facts at the time of the spin-off, the spin-off could become
taxable to Tenneco, its stockholders and its other securityholders.
If the spin-off does not qualify as a tax-free distribution under Section
355 of the Code, other than as a result of a 50% ownership shift in Automotive
or Packaging, or if either the original securities or new securities are
determined not to be securities for U.S. federal income tax purposes, you would
recognize capital gain or loss if you participate in the exchange offers equal
to the difference between the issue price of the new securities and your tax
basis of the original securities exchanged. Any gain may be subject to ordinary
income treatment if you acquired the original securities at a market discount.
The "issue price" of the new securities will be equal to (a) the fair market
value of the original securities or the new securities, if either the original
securities or the new securities are traded on an established market, or (b) the
stated principal amount of the new securities, if neither the original
securities nor the new securities are traded on an established market.
If either the original securities or the new securities are traded on an
established market, the new securities may have original issue discount equal to
the difference between their issue price and their stated principal amount. You
would include any original issue discount in income as it accrued on the basis
of a constant yield to the maturity date, and thus would be required to include
amounts in income prior to the date such income is actually paid in cash.
If you tender your original securities prior to the expiration of the
consent solicitation, it is possible that a portion of the new securities will
be treated as a consent payment. If a portion of the new securities is treated
as a consent payment, it would result in ordinary income to you.
Cash received by you in lieu of a fractional interest in new securities
should be treated as received in exchange for a fractional interest received in
exchange for your original securities, and you should generally recognize
capital gain or loss for federal income tax purposes measured by the difference
between the amount of cash received and the tax basis of the original securities
allocable to such fractional interest. Such gain or loss should be a long-term
capital gain or loss if the holding period of the original securities exchanged
is greater than one year at the time of the exchange.
An exception to the capital gain treatment described above applies to a
holder who holds securities with "market discount." Market discount is the
amount by which the holder's basis in his, her or its securities immediately
after the acquisition is exceeded by the stated redemption price at maturity of
the securities. Generally, a holder who purchased his, her or its securities at
market discount will be required to treat as ordinary income the lesser of the
gain realized on the receipt of cash in lieu of a fractional
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<PAGE> 152
interest in new securities or the market discount that accrued while the
original securities were held by the holder, unless the holder made an election
to include accrued market discount in income currently.
Accrued Interest. Any portion of the payment received by you which is
attributable to accrued interest on the original securities will be taxable as
ordinary income in accordance with your method of accounting for U.S. federal
income tax purposes.
Amortizable Bond Premium. If you tender your original securities after the
consent solicitation expires, the tax basis of your new securities may exceed
the amount payable at maturity of the new securities. In general, such excess
will be treated as "amortizable bond premium" that you may elect, under Section
171 of the Code, to amortize as an offset to interest income under the constant
yield method over the period from the date of the acquisition of the new
securities to the maturity date of the new securities, subject to special rules
for early call provisions.
If a holder of the new securities makes an election to amortize bond
premium, the tax basis of the new securities must be reduced by the annual
amount of the aggregate amortization deductions allowable for the bond premium.
An election to amortize bond premium applies to all obligations with amortizable
bond premium held by the electing holder at the beginning of the first taxable
year to which the election applies or later acquired by the holder, and is
irrevocable without the consent of the IRS.
TAX CONSIDERATIONS IF YOU DO NOT EXCHANGE
If you do not exchange your original securities in the exchange offers you
should not recognize gain or loss for U.S. federal income tax purposes unless
the supplemental indenture with respect to the original indenture (providing for
the proposed amendments) becomes effective and is deemed to constitute a
significant modification of the original securities under Section 1001 of the
Code. The changes in the terms of the original securities to be effected by the
supplemental indenture should not constitute a significant modification under
the applicable Treasury Regulations, and should not result in a deemed exchange
of securities for U.S. federal income tax purposes. Accordingly, if you hold
original securities and elect to retain them, you should not recognize gain or
loss as a result of the changes to the terms of the original securities effected
by the supplemental indenture. Alternatively, even if the supplemental indenture
were to result in a deemed exchange of securities for U.S. federal income tax
purposes, if you do not tender your original securities in the exchange offers,
you should not recognize gain or loss on the deemed exchange since the deemed
exchange should qualify as a tax-free recapitalization (assuming the original
securities constitute securities for federal income tax purposes).
BACKUP WITHHOLDING
Under the U.S. federal income tax backup withholding provisions of the Code
and applicable Treasury Regulations, you will be subject to backup withholding
at the rate of 31% with respect to interest received by you unless you: (a) are
a corporation or come within another exempt category and, when required,
demonstrate this fact; or (b) provide a correct taxpayer identification number
to the exchange agent, certify as to no loss of exemption from backup
withholding, and otherwise comply with the applicable requirements of the backup
withholding rules. Any amount withheld under these rules will be credited
against your U.S. federal income tax liability. To prevent backup withholding
with respect to the payment of interest, you must complete and sign a substitute
Form W-9, which is included as part of the consent and letter of transmittal,
and return it to the exchange agent. If the exchange agent is not provided with
the correct taxpayer identification number, you may also be subject to a penalty
imposed by the IRS. If withholding results in an overpayment of taxes, a refund
may be obtained by you from the IRS.
LEGAL MATTERS
Legal matters regarding the authorization and issuance of the new
securities will be passed upon for Tenneco and Packaging by Jenner & Block,
Chicago, Illinois. Matters regarding the federal income tax treatment of the
exchange offers and consent solicitation are also being passed upon for Tenneco
and
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<PAGE> 153
Packaging by Jenner & Block. Theodore R. Tetzlaff, General Counsel of Tenneco
and a partner of Jenner & Block, beneficially owns 188,406 shares of Tenneco
common stock (including options to purchase 89,871 shares of Tenneco common
stock, which options are either presently exercisable or exercisable within 60
days). Timothy R. Donovan, also a partner of Jenner & Block, was named Senior
Vice President and General Counsel of Automotive in August 1999. Legal matters
relating to exchange offers and consent solicitation will be passed upon for the
dealer managers by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York. Cahill Gordon & Reindel has in
the past represented and continues to represent Tenneco in various matters.
EXPERTS
The following financial statements and schedules included or incorporated
by reference in this document or elsewhere in this registration statement to the
extent and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, and are included in this
document in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports: (a) Tenneco Inc. and Consolidated
Subsidiaries included in Tenneco's Current Report on Form 8-K dated August 20,
1999, incorporated by reference in this document; and (b) The Businesses of
Tenneco Packaging, included in this document.
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<PAGE> 154
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE OF
THE BUSINESSES OF TENNECO PACKAGING
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of independent public accountants.................... F-2
Combined statements of income for each of the three years in
the period ended December 31, 1998, and the six months
ended June 30, 1999 (unaudited) and 1998 (unaudited)...... F-3
Combined balance sheets -- December 31, 1998 and 1997, and
June 30, 1999 (unaudited)................................. F-4
Combined statements of cash flows for each of the three
years in the period ended December 31, 1998, and the six
months ended June 30, 1999 (unaudited) and 1998
(unaudited)............................................... F-5
Statements of changes in combined equity for each of the
three years in the period ended December 31, 1998, and six
months ended June 30, 1999 (unaudited).................... F-6
Statements of comprehensive income for each of the three
years in the period ended December 31, 1998, and the six
months ended June 30, 1999 (unaudited) and 1998
(unaudited)............................................... F-7
Notes to combined financial statements...................... F-8
Financial statement schedule -- Valuation and Qualifying
Accounts.................................................. S-1
</TABLE>
F-1
<PAGE> 155
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tenneco Inc.:
We have audited the accompanying combined balance sheets of the Businesses
of Tenneco Packaging (see Note 1) as of December 31, 1998 and 1997, and the
related combined statements of income, cash flows, changes in combined equity
and comprehensive income for each of the three years in the period ended
December 31, 1998. These combined financial statements and the schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these combined financial statements and schedule
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall combined
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Businesses of Tenneco Packaging as of December 31, 1998 and 1997, and the
results of their combined operations and cash flows for each of the three years
in the period ended December 31, 1998, in conformity with generally accepted
accounting principles.
As discussed in Note 3 to the combined financial statements, in the fourth
quarter of 1997, the Businesses of Tenneco Packaging changed their method of
accounting for certain costs incurred in connection with information technology
transformation projects.
Our audits were made for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. The supplemental schedule listed
in the index to the combined financial statements and schedule is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic combined financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic
combined financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to the
basic combined financial statements of the Businesses of Tenneco Packaging taken
as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
July 2, 1999
F-2
<PAGE> 156
THE BUSINESSES OF TENNECO PACKAGING
COMBINED STATEMENTS OF INCOME
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------- --------------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues --
Specialty................................. $2,785 $2,553 $1,987 $1,404 $1,361
Other..................................... 6 10 -- -- 10
------ ------ ------ ------ ------
2,791 2,563 1,987 1,404 1,371
Gain (loss) on sale of businesses and assets,
net....................................... (9) -- 15 (21) (1)
Other income, net............................ 6 6 34 3 9
------ ------ ------ ------ ------
2,788 2,569 2,036 1,386 1,379
------ ------ ------ ------ ------
COSTS AND EXPENSES
Cost of sales (exclusive of depreciation
shown below).............................. 1,870 1,796 1,417 924 931
Engineering, research, and development....... 33 34 22 18 13
Selling, general, and administrative......... 427 270 232 206 174
Depreciation and amortization................ 175 163 131 94 88
------ ------ ------ ------ ------
2,505 2,263 1,802 1,242 1,206
------ ------ ------ ------ ------
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES,
AND MINORITY INTEREST........................ 283 306 234 144 173
Interest expense (net of interest
capitalized)............................ 133 124 102 68 67
Income tax expense........................ 67 75 67 24 37
Minority interest......................... 1 1 -- -- --
------ ------ ------ ------ ------
INCOME FROM CONTINUING OPERATIONS.............. 82 106 65 52 69
Income (loss) from discontinued operations, net
of income tax................................ 57 21 71 (163) 37
------ ------ ------ ------ ------
Income (loss) before extraordinary loss........ 139 127 136 (111) 106
Extraordinary loss, net of income tax.......... -- -- (2) (7) --
------ ------ ------ ------ ------
Income (loss) before cumulative effect of
change in accounting principle............... 139 127 134 (118) 106
Cumulative effect of change in accounting
principle, net of income tax................. -- (38) -- (32) --
------ ------ ------ ------ ------
NET INCOME (LOSS).............................. $ 139 $ 89 $ 134 $ (150) $ 106
====== ====== ====== ====== ======
EARNINGS (LOSS) PER SHARE
Basic earnings per share of common stock --
Continuing operations........................ $ .49 $ .63 $ .38 $ .31 $ .41
Discontinued operations...................... .34 .12 .42 (.98) .22
Extraordinary loss........................... -- -- (.01) (.04) --
Cumulative effect of change in accounting
principle................................. -- (.23) -- (.19) --
------ ------ ------ ------ ------
$ .83 $ .52 $ .79 $ (.90) $ .63
====== ====== ====== ====== ======
Diluted earnings per share of common stock --
Continuing operations........................ $ .49 $ .63 $ .38 $ .31 $ .41
Discontinued operations...................... .34 .12 .42 (.98) .22
Extraordinary loss........................... -- -- (.01) (.04) --
Cumulative effect of change in accounting
principle................................. -- (.23) -- (.19) --
------ ------ ------ ------ ------
$ .83 $ .52 $ .79 $ (.90) $ .63
====== ====== ====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part
of these combined statements of income.
F-3
<PAGE> 157
THE BUSINESSES OF TENNECO PACKAGING
COMBINED BALANCE SHEETS
(MILLIONS)
<TABLE>
<CAPTION>
DECEMBER 31,
---------------- JUNE 30,
1998 1997 1999
---- ---- --------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments....................... $ 7 $ 11 $ 18
Receivables --
Customer notes and accounts, net....................... 336 301 320
Affiliated companies................................... 44 74 20
Income taxes........................................... 15 36 7
Other.................................................. 52 10 28
Inventories............................................... 412 404 447
Deferred income taxes..................................... 6 41 46
Prepayments and other..................................... 45 47 26
------ ------ ------
917 924 912
------ ------ ------
Other assets:
Long-term notes receivable, net........................... 22 21 16
Goodwill and intangibles, net............................. 1,052 1,009 1,028
Pension assets............................................ 742 654 795
Other..................................................... 143 129 107
------ ------ ------
1,959 1,813 1,946
------ ------ ------
Plant, property, and equipment, at cost..................... 2,057 1,856 2,025
Less -- Reserves for depreciation and amortization........ 501 398 530
------ ------ ------
1,556 1,458 1,495
------ ------ ------
Net assets of discontinued operations....................... 366 423 133
------ ------ ------
$4,798 $4,618 $4,486
====== ====== ======
LIABILITIES AND COMBINED EQUITY
Current liabilities:
Short-term debt (including current maturities on long-term
debt).................................................. $ 595 $ 158 $ 367
Payables --
Trade.................................................. 255 252 257
Affiliated companies................................... 6 6 100
Taxes accrued............................................. 13 12 14
Accrued liabilities....................................... 188 192 215
Other..................................................... 85 124 107
------ ------ ------
1,142 744 1,060
------ ------ ------
Long-term debt.............................................. 1,312 1,492 1,494
------ ------ ------
Deferred income taxes....................................... 291 270 380
------ ------ ------
Postretirement benefits..................................... 163 114 149
------ ------ ------
Deferred credits and other liabilities...................... 100 144 49
------ ------ ------
Commitments and contingencies
Minority interest........................................... 14 15 14
------ ------ ------
Combined equity............................................. 1,776 1,839 1,340
------ ------ ------
$4,798 $4,618 $4,486
====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part
of these combined balance sheets.
F-4
<PAGE> 158
THE BUSINESSES OF TENNECO PACKAGING
COMBINED STATEMENTS OF CASH FLOWS
(MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
--------------------- ---------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations........................... $ 82 $ 106 $ 65 $ 52 $ 69
Adjustments to reconcile income from continuing operations
to cash provided (used) by continuing operations --
Depreciation and amortization........................... 175 163 131 94 88
Deferred income taxes................................... 77 118 4 89 27
(Gain) loss on sale of businesses and assets, net....... 9 -- (15) 21 1
Allocated interest, net of tax.......................... 85 78 63 44 44
Changes in components of working capital --
(Increase) decrease in receivables................... 28 (1) (59) (103) 37
(Increase) decrease in inventories................... 8 (12) (5) (45) (5)
(Increase) decrease in prepayments and other current
assets............................................. (1) (30) 8 1 (5)
Increase (decrease) in payables...................... (13) (44) 13 (44) (21)
Increase (decrease) in taxes accrued................. (23) (36) 40 1 (6)
Increase (decrease) in interest accrued.............. -- (1) (1) (1) --
Increase (decrease) in other current liabilities..... 35 (5) (8) (2) 9
Other................................................... (90) (38) 30 (90) (58)
----- ----- ----- ------- -----
Cash provided (used) by continuing operations............... 372 298 266 17 180
Cash provided (used) by discontinued operations............. 205 107 (3) (62) 108
----- ----- ----- ------- -----
Net cash provided (used) by operating activities............ 577 405 263 (45) 288
----- ----- ----- ------- -----
INVESTING ACTIVITIES
Net proceeds related to the sale of discontinued
operations................................................ -- 10 123 306 --
Net proceeds from sale of businesses and assets............. 22 14 23 28 12
Expenditures for plant, property, and equipment............. (194) (229) (216) (75) (101)
Acquisitions of businesses and assets....................... (101) (285) (323) (2) (58)
Expenditures for plant, property, and equipment and business
acquisitions -- discontinued operations................... (203) (108) (169) (1,129) (51)
Investments and other....................................... (38) (56) (107) 6 (23)
----- ----- ----- ------- -----
Net cash provided (used) by investing activities............ (514) (654) (669) (866) (221)
----- ----- ----- ------- -----
FINANCING ACTIVITIES
Issuance of long-term debt.................................. 3 4 -- 1,760 2
Retirement of long-term debt................................ (18) (18) (7) (29) (14)
Net increase (decrease) in short-term debt excluding current
maturities on long-term debt.............................. 4 (78) (16) (1) 5
Cash contributions from (distributions to) Tenneco.......... (56) 331 422 (810) (59)
----- ----- ----- ------- -----
Net cash provided (used) by financing activities............ (67) 239 399 920 (66)
----- ----- ----- ------- -----
Effect of foreign exchange rate changes on cash and
temporary cash investments................................ -- (1) (1) 2 --
----- ----- ----- ------- -----
Increase (decrease) in cash and temporary cash
investments............................................... (4) (11) (8) 11 1
Cash and temporary cash investments, beginning of period.... 11 22 30 7 11
----- ----- ----- ------- -----
Cash and temporary cash investments, end of
period.................................................... $ 7 $ 11 $ 22 $ 18 $ 12
===== ===== ===== ======= =====
Cash paid during the period for interest.................... $ 6 $ 9 $ 8 $ 2 $ 4
Cash paid during the period for income taxes (net of
refunds).................................................. $ 21 $ (68) $ 60 $ 17 $ 10
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common equity interest received related to the sale of
containerboard operations................................. $ -- $ -- $ -- $ 194 $ --
Principal amount of long-term debt assumed by buyers of
containerboard operations................................. $ -- $ -- $ -- $(1,760) $ --
</TABLE>
- -------------------------
Note: Cash and temporary cash investments include highly liquid investments with
a maturity of three months or less at the date of purchase.
The accompanying notes to combined financial statements are an integral part
of these combined statements of cash flows.
F-5
<PAGE> 159
THE BUSINESSES OF TENNECO PACKAGING
STATEMENTS OF CHANGES IN COMBINED EQUITY
(MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------- SIX MONTHS ENDED
1998 1997 1996 JUNE 30, 1999
---- ---- ---- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Balance, January 1................................. $1,839 $1,843 $1,531 $1,776
Net income (loss)................................ 139 89 134 (150)
Accumulated other comprehensive income (loss).... 22 (24) (7) (29)
Allocated interest, net of tax................... 111 102 86 49
Change in allocated corporate debt............... (333) (549) (137) 573
Cash contributions from (distributions to)
Tenneco....................................... (56) 331 422 (810)
Noncash contributions from (distributions to)
Tenneco....................................... 54 47 (186) (69)
------ ------ ------ ------
Balance, end of period............................. $1,776 $1,839 $1,843 $1,340
====== ====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these
statements of changes in combined equity.
F-6
<PAGE> 160
THE BUSINESSES OF TENNECO PACKAGING
COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
1998 1997 1996
----------------------------- ----------------------------- -----------------------------
ACCUMULATED ACCUMULATED ACCUMULATED
OTHER OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME INCOME INCOME
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCOME (LOSS)................. $139 $ 89 $134
---- ---- ----
ACCUMULATED OTHER COMPREHENSIVE
INCOME:
CUMULATIVE TRANSLATION
ADJUSTMENT
Balance, January 1.............. $(21) $ 3 $10
Translation of foreign
currency statements......... 24 24 (25) (25) (6) (6)
Hedges of net investment in
foreign subsidiaries........ -- -- 2 2 (2) (2)
Income tax benefit
(expense)................... -- -- (1) (1) 1 1
---- ---- ---
Balance, end of period.......... 3 (21) 3
---- ---- ---
ADDITIONAL MINIMUM PENSION
LIABILITY ADJUSTMENT
Balance, January 1.............. -- -- --
Additional minimum pension
liability adjustment........ (4) (4) -- -- -- --
Income tax benefit
(expense)................... 2 2 -- -- -- --
---- ---- ---
Balance, end of period.......... (2) -- --
---- ---- ---
Balance, end of period............ $ 1 $(21) $ 3
==== ---- ==== ---- === ----
Other comprehensive income
(loss).......................... 22 (24) (7)
---- ---- ----
COMPREHENSIVE INCOME (LOSS)....... $161 $ 65 $127
==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
ACCUMULATED ACCUMULATED
OTHER OTHER
COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE COMPREHENSIVE
INCOME INCOME INCOME INCOME
------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET INCOME (LOSS)........................................... $(150) $106
----- ----
ACCUMULATED OTHER COMPREHENSIVE INCOME:
CUMULATIVE TRANSLATION ADJUSTMENT
Balance, January 1........................................ $ 3 $(21)
Translation of foreign currency statements.............. (29) (29) (5) (5)
Hedges of net investment in foreign subsidiaries........ -- -- -- --
Income tax benefit (expense)............................ -- -- -- --
---- ----
Balance, end of period.................................... (26) (26)
---- ----
ADDITIONAL MINIMUM PENSION LIABILITY ADJUSTMENT
Balance, January 1........................................ (2) --
Additional minimum pension liability adjustment......... -- -- -- --
Income tax benefit (expense)............................ -- -- -- --
---- ----
Balance, end of period.................................... (2) --
---- ----
Balance, end of period...................................... $(28) $(26)
==== ----- ==== ----
Other comprehensive income (loss)........................... (29) (5)
----- ----
COMPREHENSIVE INCOME (LOSS)................................. $(179) $101
===== ====
</TABLE>
The accompanying notes to combined financial statements are an integral part
of these combined statements of comprehensive income (loss).
F-7
<PAGE> 161
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying combined financial statements represent the financial
position, results of operations, and cash flows for all of the Businesses of
Tenneco Packaging ("Packaging") owned directly or indirectly by Tenneco Inc.
("Tenneco") and its subsidiaries (see "Control" below). Packaging includes the
assets, liabilities, and operations of Tenneco's specialty packaging and
paperboard packaging businesses as well as Tenneco's corporate and
administrative service operations.
Unless the context otherwise requires, the term "Tenneco" refers to: (i)
for periods prior to the spin-off, as defined below, Tenneco's automotive and
packaging businesses, and administrative service operations and (ii) for periods
after the spin-off, Tenneco's automotive business.
2. STRATEGIC ALTERNATIVES ANALYSIS
In July 1998, Tenneco's Board of Directors authorized management to develop
a broad range of strategic alternatives which could result in the separation of
the automotive, paperboard packaging, and specialty packaging businesses. As
part of that strategic alternatives analysis, Tenneco has taken the following
actions:
- In January 1999, Tenneco reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint
venture with an affiliate of Madison Dearborn Partners, Inc. The
contribution to the joint venture was completed in April 1999. Tenneco
received consideration of cash and debt assumption totaling
approximately $2 billion and a 45 percent common equity interest in the
joint venture (now 43 percent due to subsequent management equity
issuances) valued at approximately $200 million.
- In April 1999, Tenneco reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operation, to
Caraustar Industries. This transaction closed in June 1999.
- Also in April 1999, Tenneco announced that its Board of Directors had
approved the separation of its automotive and packaging businesses into
two separate, independent companies.
- In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture.
Packaging expects the sale to be completed before the spin-off discussed
below.
As a result of the decision to sell Packaging's remaining interest in the
containerboard joint venture, Packaging's paperboard packaging segment is
presented as a discontinued operation in the accompanying combined financial
statements. Reference is made to Note 7 for information related to discontinued
operations.
The separation of Tenneco's automotive and packaging businesses will be
accomplished by the spin-off of the common stock of Packaging to Tenneco
shareowners (the "Spin-off"). At the time of the Spin-off, Packaging will
include Tenneco's specialty packaging business, Tenneco's administrative
services operations, and the remaining interest in the containerboard joint
venture if the sale has not been completed. Tenneco and Packaging are, however,
currently analyzing the alternatives with regard to the administrative services
operations.
Before the Spin-off, Tenneco will realign substantially all of its existing
debt through some combination of tender offers, exchange offers, prepayments and
other refinancings. The debt realignment will be financed by internally
generated cash, borrowings by Tenneco under a new credit facility, the issuance
by Tenneco of subordinated debt, and borrowings by Packaging under new credit
facilities.
The Spin-off is subject to conditions, including formal declaration of the
Spin-off by the Tenneco Board of Directors, Tenneco's receipt, and the continued
effectiveness of a determination that the Spin-off
F-8
<PAGE> 162
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
will be tax-free for U.S. federal income tax purposes and the successful
completion of the debt realignment and corporate restructuring transactions. In
August 1999, Tenneco received a letter ruling from the Internal Revenue Service
that the Spin-off will be tax-free for U.S. federal income tax purposes to
Tenneco and its shareowners (unaudited).
Packaging will modify or enter into certain contractual agreements with
Tenneco related to becoming a separate publicly held company. These agreements
include a distribution agreement, a tax sharing agreement, a human resources
agreement, an insurance agreement, and a transition services agreement.
These agreements will provide, among other things, that (i) Packaging will
become the sponsor of the Tenneco Retirement Plan, the Tenneco Supplemental
Executive Retirement Plan, and the Tenneco Thrift Plan; and (ii) Packaging will
provide certain administrative services, including payroll, accounts payable,
benefits administration, accounting, and travel-related services to Tenneco for
a specified period of time.
3. SUMMARY OF ACCOUNTING POLICIES
Control
All of the outstanding common stock of Packaging is owned directly or
indirectly by Tenneco. Thus, Packaging is under the control of Tenneco.
Unaudited Interim Information
The unaudited interim combined financial statements as of June 30, 1999,
and for the six month periods ended June 30, 1999 and 1998, included herein,
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Packaging's management, the unaudited
interim combined financial statements contain all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation. The
interim financial results are not necessarily indicative of operating results
for an entire year.
Income Taxes
Packaging utilizes the liability method of accounting for income taxes
whereby it recognizes deferred tax assets and liabilities for the future tax
consequences of temporary differences between the tax basis of assets and
liabilities and their reported amounts in the combined financial statements.
Deferred tax assets are reduced by a valuation allowance when, based upon
management's estimates, it is more likely than not that a portion of the
deferred tax assets will not be realized in a future period. The estimates
utilized in the recognition of deferred tax assets are subject to revision in
future periods based on new facts or circumstances.
Packaging and Tenneco, together with certain of their respective
subsidiaries which are owned 80% or more, have entered into an agreement to file
a consolidated U.S. federal income tax return. This agreement provides, among
other things, that (1) each company in a taxable income position will be
currently charged with an amount equivalent to its U.S. federal income tax
computed on a separate return basis and (2) each company in a tax loss position
will be reimbursed currently. The income tax amounts reflected in the combined
financial statements of Packaging under the provisions of the tax sharing
arrangement are not materially different from the income taxes which would have
been provided had Packaging filed a separate tax return. Under the tax sharing
agreement, Tenneco pays all U.S. federal taxes directly and bills or refunds, as
applicable, its subsidiaries for the applicable portion of the total tax
payments. Cash taxes paid in the combined statements of cash flows include
payments to Tenneco for U.S. federal income taxes.
F-9
<PAGE> 163
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Packaging does not provide for U.S. federal income taxes on unremitted
earnings of foreign subsidiaries as it is the present intention of management to
reinvest the unremitted earnings in its foreign operations. Unremitted earnings
of foreign subsidiaries are approximately $95 million at December 31, 1998. It
is not practicable to determine the amount of U.S. federal income taxes that
would be payable upon remittance of the assets that represent those earnings.
In connection with the Spin-off, the current tax sharing agreement will be
cancelled, and Packaging will enter into a new tax sharing agreement with
Tenneco. The tax sharing agreement will provide, among other things, for the
allocation of taxes among the parties of tax liabilities arising prior to, as a
result of, and subsequent to the Spin-off. Generally, Packaging will be liable
for taxes imposed on it and its affiliates engaged in the packaging business. In
the case of U.S. federal income taxes imposed on the combined activities of the
consolidated group, Packaging will generally be liable to Tenneco for U.S.
federal income taxes attributable to its activities.
Changes in Accounting Principles
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("FAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes new
accounting and reporting standards requiring that all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement
and requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting treatment. This
statement cannot be applied retroactively and is effective for all fiscal years
beginning after June 15, 2000. Packaging is currently evaluating the new
standard but has not yet determined the impact it will have on its financial
position or results of operations.
In April 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities," which requires costs of start-up activities to be expensed
as incurred. This statement is effective for fiscal years beginning after
December 15, 1998. The statement requires previously capitalized costs related
to start-up activities to be expensed as a cumulative effect of a change in
accounting principle when the statement is adopted. Packaging previously
capitalized certain costs in connection with the start-up of certain new foreign
operations and its shared administrative service operations. Packaging adopted
SOP 98-5 on January 1, 1999, and recorded an after-tax charge for the cumulative
effect of this change in accounting principle upon adoption of $32 million (net
of a $9 million tax benefit), or $.19 per diluted common share. The change in
accounting principle decreased the loss before cumulative effect of change in
accounting principle by $4 million (net of $2 million in income tax expense), or
$.02 per diluted common share for the six months ended June 30, 1999. If the new
accounting method had been applied retroactively, net income for the six months
ended June 30, 1998, and the years ended December 31, 1998, 1997, and 1996,
would have been lower by $7 million (net of a $5 million tax benefit), or $.04
per diluted common share, $14 million (net of a $8 million tax benefit), or $.08
per diluted common share, $7 million (net of a $3 million tax benefit), or $.04
per diluted common share, and $7 million (net of a $4 million tax benefit), or
$.04 per diluted common share.
In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which establishes new
accounting and reporting standards for the costs of computer software developed
or obtained for internal use. This statement requires prospective application
for fiscal years beginning after December 15, 1998. Packaging adopted SOP 98-1
on January 1,
F-10
<PAGE> 164
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
1999. The impact of this new standard did not have a significant effect on
Packaging's financial position or results of operations.
As required by the FASB's Emerging Issues Task Force ("EITF") Issue 97-13,
"Accounting for Costs Incurred in Connection with a Consulting Contract that
Combines Business Process Reengineering and Information Technology
Transformation," Packaging recorded an after-tax charge of $38 million (net of a
tax benefit of $24 million), or $.23 per diluted common share in the fourth
quarter of 1997. EITF Issue 97-13 establishes the accounting treatment and an
allocation methodology for certain consulting and other costs incurred in
connection with information technology transformation efforts. This charge was
reported as a cumulative effect of change in accounting principle.
General and Administrative Expenses
Included in the "Selling, general and administrative" caption in the
Combined Statements of Income for 1998, 1997, and 1996, is $70 million, $49
million, and $51 million, respectively, which represents Packaging's share of
Tenneco's corporate general and administrative costs for legal, financial,
communication, and other administrative services. The allocation of Tenneco's
corporate general and administrative expenses is based on estimated levels of
effort devoted to Tenneco's various operations and the relative size of these
operations based on revenues, gross property, and payroll. Packaging's
management believes the method for allocating corporate general and
administrative expenses is reasonable. Also included in the "Selling, general
and administrative" caption is $55 million, $22 million, and $7 million, for
1998, 1997, and 1996, respectively, related to administrative service operations
which has not been allocated among Tenneco's various operations. Packaging
estimates that, had it operated as a separate, stand-alone entity and had the
administrative service operations costs been allocated based on a usage charge,
its annual costs for these services would have been lower by approximately $40
million (unaudited) for the year ended December 31, 1998, $27 million
(unaudited) for the year ended December 31, 1997, and $18 million (unaudited)
for the year ended December 31, 1996.
Sales of Receivables
Packaging sells trade receivables to a third party in the ordinary course
of business. At December 31, 1998 and 1997, $140 million and $130 million,
respectively, and $119 million at June 30, 1999, of its outstanding trade
receivables had been sold. Sales of trade receivables are reflected as a
reduction of customer notes and accounts receivable in the accompanying combined
balance sheets and the proceeds received are included in cash flows from
operating activities in the accompanying combined statements of cash flows.
Inventories
At December 31, 1998 and 1997, inventory by major classification was as
follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Finished goods.............................................. $246 $265
Work in process............................................. 51 22
Raw materials............................................... 63 85
Materials and supplies...................................... 52 32
---- ----
$412 $404
==== ====
</TABLE>
Inventories are stated at the lower of cost or market. A portion of total
inventories (61% and 43% at December 31, 1998 and 1997, respectively) is valued
using the "last-in, first-out" method. All other
F-11
<PAGE> 165
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
inventories are valued on the "first-in, first-out" ("FIFO") or "average"
methods. If the FIFO or average method of inventory accounting had been used by
Packaging for all inventories, inventories would have been approximately $30
million lower and $2 million higher at December 31, 1998 and 1997, respectively.
Goodwill and Intangibles, Net
At December 31, 1998 and 1997, goodwill and intangibles, net of
amortization, by major category were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Goodwill.................................................... $ 695 $ 662
Trademarks.................................................. 177 182
Patents..................................................... 149 157
Other....................................................... 31 8
------ ------
$1,052 $1,009
====== ======
</TABLE>
Goodwill is being amortized on a straight-line basis over 40 years. Such
amortization amounted to $17 million, $21 million, and $12 million for 1998,
1997, and 1996, respectively, and is included in the combined statements of
income caption, "Depreciation and amortization."
Packaging has capitalized certain intangible assets, primarily trademarks
and patents, based on their estimated fair value at date of acquisition.
Amortization is provided on these intangible assets on a straight-line basis
over periods ranging from 5 to 40 years. Such amortization amounted to $18
million, $17 million, and $17 million in 1998, 1997, and 1996, respectively, and
is included in the combined statements of income caption, "Depreciation and
amortization."
Plant, Property, and Equipment, at Cost
At December 31, 1998 and 1997, plant, property, and equipment, at cost, by
major category was as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Land, buildings, and improvements........................... $ 446 $ 389
Machinery and equipment..................................... 1,481 1,339
Other, including construction in progress................... 130 128
------ ------
$2,057 $1,856
====== ======
</TABLE>
Depreciation of Packaging's properties is provided on a straight-line basis
over the estimated useful lives of the assets. Useful lives range from 10 to 40
years for buildings and improvements and from 3 to 25 years for machinery and
equipment.
Other Long-Term Assets
Packaging previously capitalized certain costs in connection with the
start-up of certain new foreign operations and its shared administrative service
operations. The start-up costs are amortized over the periods benefited,
generally three to five years. Start-up costs capitalized, net of amortization,
at December 31, 1998 and 1997, were $41 million and $20 million, respectively.
Packaging adopted a new accounting standard in the first quarter of 1999, which
requires these costs to be expensed. Refer to "Changes in Accounting Principles"
discussed previously in this footnote.
F-12
<PAGE> 166
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Packaging capitalizes certain costs related to the purchase and development
of software which is used in its business operations. The costs attributable to
these software systems are amortized over their estimated useful lives, ranging
from 3 to 12 years, based on various factors such as the effects of
obsolescence, technology, and other economic factors. Capitalized software
development costs, net of amortization, were $140 million and $104 million at
December 31, 1998 and 1997, respectively. As described previously in this
footnote, Packaging adopted a new accounting standard related to accounting for
the costs of computer software developed for internal use. The impact of this
new standard did not have a significant effect on Packaging's financial position
or results of operations.
Environmental Liabilities
Expenditures for ongoing compliance with environmental regulations that
relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations and
that do not contribute to current or future revenue generation are expensed.
Liabilities are recorded when environmental assessments indicate that remedial
efforts are probable and the costs can be reasonably estimated. Estimates of the
liability are based upon currently available facts, existing technology, and
presently enacted laws and regulations taking into consideration the likely
effects of inflation and other societal and economic factors. All available
evidence is considered including prior experience in remediation of contaminated
sites, other companies' clean-up experience, and data released by the United
States Environmental Protection Agency or other organizations. These estimated
liabilities are subject to revision in future periods based on actual costs or
new information. These liabilities are included in the balance sheet at their
undiscounted amounts. Recoveries are evaluated separately from the liability
and, when assured, are recorded and reported separately from the associated
liability in the combined financial statements. For further information on this
subject, refer to Note 15, "Commitments and Contingencies."
Earnings Per Share
In connection with the Spin-off, Tenneco shareowners will receive one share
of Packaging common stock for each share of Tenneco common stock outstanding.
Accordingly, basic and diluted earnings per share for Packaging have been
calculated using Tenneco's historical weighted average shares outstanding and
weighted average shares outstanding adjusted to include estimates of additional
shares that would be issued if potentially dilutive common shares had been
issued, respectively. Potentially dilutive securities include stock options,
restricted stock and performance shares.
Tenneco's basic and diluted average common shares outstanding are as
follows:
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------- -------------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Basic......................... 168,505,573 170,264,731 169,609,373 166,937,362 169,341,555
Diluted....................... 168,834,531 170,801,636 170,526,112 167,319,412 169,936,676
</TABLE>
Research and Development
Research and development costs are expensed as incurred. Research and
development expenses were $25 million, $29 million, and $19 million for 1998,
1997, and 1996, respectively, and are included in the combined statements of
income caption "Engineering, research, and development."
F-13
<PAGE> 167
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Foreign Currency Translation
Financial statements of international operations are translated into U.S.
dollars using the exchange rate at each balance sheet date for assets and
liabilities and the weighted average exchange rate for each applicable period
for revenues, expenses, and gains and losses. Translation adjustments are
reflected in the combined balance sheet caption "Combined equity."
Risk Management Activities
Packaging from time to time uses derivative financial instruments,
principally foreign currency forward purchase and sale contracts with terms of
less than one year, to hedge its exposure to changes in foreign currency
exchange rates. Net gains or losses on these foreign currency exchange contracts
that are designated as hedges are recognized in the combined statements of
income to offset the foreign currency gain or loss on the underlying
transaction. Packaging has from time to time also entered into forward contracts
to hedge its net investment in foreign subsidiaries. The after-tax net gains or
losses on these contracts are recognized on the accrual basis in the combined
balance sheet caption "Combined equity." In the statement of cash flows, cash
receipts or payments related to these exchange contracts are classified
consistent with the cash flows from the transaction being hedged.
Packaging does not currently enter into derivative financial instruments
for speculative purposes.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of Packaging's assets,
liabilities, revenues, and expenses. Reference is made to the "Income Taxes" and
"Environmental Liabilities" sections of this footnote and Notes 13 and 15 for
additional information on significant estimates included in Packaging's combined
financial statements.
4. RESTRUCTURING AND OTHER CHARGES
In the fourth quarter of 1998, Tenneco's Board of Directors approved an
extensive restructuring plan designed to reduce administrative and operational
overhead costs in every part of Tenneco's business. As a result, Packaging
recorded a pre-tax charge to income from continuing operations of $32 million,
$20 million after-tax or $.12 per diluted common share. Of the pre-tax charge,
$10 million relates to operational restructuring actions and $22 million relates
to a staff and cost reduction plan, which covers employees in both the operating
unit and corporate operations.
The operational restructuring plans for Packaging involve the elimination
of production lines at two plants resulting in the elimination of 104 positions.
Additionally, Packaging intends to exit four joint ventures. The staff and cost
reduction plan involves the elimination of 184 administrative positions in
Packaging's business unit and in Packaging's corporate operations.
The fixed assets for the production lines to be eliminated, as well as the
joint venture investments, were written down to their fair value, less costs to
sell, in the fourth quarter of 1998. Fair value for the production lines was
estimated at scrap value less removal costs. Fair value for the joint ventures
were determined to be zero as Packaging is relinquishing their interest. No
significant net cash proceeds are expected to be received from the ultimate
disposal of these assets which should be complete by the fourth quarter of 1999.
The effect of suspending depreciation for the production lines is approximately
$1 million on an annual basis.
F-14
<PAGE> 168
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
As of December 31, 1998, and June 30, 1999, approximately 158 and 233
employees, respectively, have been terminated. This restructuring is being
executed according to Packaging's initial plan and Packaging expects to complete
all restructuring actions by the fourth quarter of 1999.
In the first quarter of 1999, in connection with Packaging's contribution
of its containerboard assets to a new joint venture, Tenneco adopted a plan to
realign its headquarters functions. This plan involves the severance of
approximately 40 employees, and the closing of the Greenwich, Connecticut
headquarters facility. Tenneco reached an agreement to sell its headquarters
facility in Greenwich and recorded an impairment charge based on the selling
price, less costs to sell. The carrying value of the facility before the
impairment was $43 million. Annual depreciation expense was reduced by
approximately $3 million as a result of the sale. The charge for this plan was
recorded in Packaging's corporate operations in the amount of $29 million
pre-tax, $17 million after-tax, or $.10 per diluted common share. Packaging
collected approximately $30 million in the second quarter of 1999 related to the
sale of these assets.
Amounts related to the restructuring plans described above are shown in the
following table:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1999
-----------------------------------
1998 CHARGED BALANCE AT CHARGED BALANCE AT
RESTRUCTURING CASH TO ASSET DECEMBER 31, RESTRUCTURING CASH TO ASSET JUNE 30,
CHARGE PAYMENTS ACCOUNTS 1998 CHARGE PAYMENTS ACCOUNTS 1999
------------- -------- -------- ------------ ------------- -------- -------- ----------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Severance............... $20 $ 5 $-- $15 $16 $12 $-- $19
Asset impairments....... 12 -- 12 -- 13 -- 13 --
--- --- --- --- --- --- --- ---
$32 $ 5 $12 $15 $29 $12 $13 $19
=== === === === === === === ===
</TABLE>
5. TRANSACTIONS WITH TENNECO
Combined Equity
The "Combined equity" caption in the accompanying combined financial
statements represents Tenneco's cumulative net investment in the combined
businesses of Packaging. Changes in the "Combined equity" caption represent the
net income (loss) of Packaging, net cash and noncash contributions from
(distributions to) Tenneco, accumulated other comprehensive income, changes in
allocated corporate debt, and allocated corporate interest, net of tax.
Reference is made to the statements of changes in combined equity for an
analysis of the activity in the "Combined equity" caption for the three years
ended December 31, 1998, and six months ended June 30, 1999.
Corporate Debt and Interest Allocation
Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Consequently, corporate debt of Tenneco and its
related interest expense have been allocated to Packaging based on the portion
of Tenneco's investment in Packaging which is deemed to be debt, generally based
upon the ratio of Packaging's net assets to Tenneco consolidated net assets plus
debt. Interest expense was allocated at a rate equivalent to the weighted-
average cost of all corporate debt, which was 7.0%, 7.4%, and 8.3% for 1998,
1997, and 1996, respectively. Total pre-tax interest expense allocated to
Packaging in 1998, 1997, and 1996 was $130 million, $120 million, and $99
million, respectively. Packaging has also been allocated tax benefits
approximating 35% of the allocated pre-tax interest expense. Although interest
expense, and the related tax effects, have been allocated to Packaging for
financial reporting on a historical basis, Packaging has not been billed for
these amounts. The changes in allocated corporate debt and the after-tax
allocated interest have been included as a component of Packaging's combined
equity. Although management believes that the
F-15
<PAGE> 169
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
historical allocation of corporate debt and interest is reasonable, it is not
necessarily indicative of Packaging's debt upon completion of the realignment of
Tenneco's debt nor debt and interest that will be incurred by Packaging as a
separate public entity.
A portion of the corporate debt of Tenneco and its related interest expense
allocated to Packaging has also been allocated to discontinued operations based
on the ratio of the discontinued operations' net assets to Packaging's combined
net assets plus debt.
Notes and Advances Receivable from Tenneco
"Cash contributions from (distributions to) Tenneco" in the Statements of
Changes in Combined Equity consist of net cash changes in notes and advances
receivable with Tenneco which have been included in combined equity.
Historically, Tenneco has utilized notes and advances to centrally manage cash
funding requirements for its consolidated group.
Noncash contributions from (distributions to) Tenneco result primarily from
transfers of assets and liabilities to or from Tenneco, such as transfers of
acquired net assets and tax assets and liabilities.
At December 31, 1998 and 1997, Packaging had a note receivable from Tenneco
totaling $476 million and $496 million, respectively, which is payable on demand
and is included as a component of Packaging's combined equity.
Accounts Receivable and Accounts Payable -- Affiliated Companies
Receivables -- Affiliated companies relates to general and administrative
costs incurred by Packaging and allocated to affiliates. Payables -- Affiliated
companies relates to billings for costs incurred by affiliates and allocated to
Packaging. Reference is made to Note 3 for a discussion of the types of such
costs allocated to Packaging.
Employee Benefits
Certain employees of Packaging participate in the Tenneco employee stock
option and employee stock purchase plans. The Tenneco employee stock option plan
provides for the grant of Tenneco common stock options and other stock awards at
a price not less than market value at the date of grant. The Tenneco employee
stock purchase plan allows employees to purchase Tenneco common stock at a 15%
discount subject to certain thresholds. Packaging expects to establish similar
plans for its employees after the Spin-off. In connection with the Spin-off,
outstanding options to Tenneco common stock held by Packaging employees will be
replaced by options of Packaging so as to preserve the aggregate value of the
options held prior to the Spin-off. Employees of Packaging also participate in
certain Tenneco postretirement and pension plans. Reference is made to Notes 11
and 13 for a further discussion of these plans.
6. ACQUISITIONS
During 1998, Packaging made three acquisitions for approximately $101
million.
In March 1997, Packaging entered into an agreement to acquire the
protective and flexible packaging division of N.V. Koninklijke KNP BT ("KNP"), a
Dutch distribution, paper, and packaging firm, for approximately $380 million
including debt assumed and preferred stock of a subsidiary issued to the seller.
The KNP acquisition was completed in late April 1997.
In June 1996, Packaging entered into an agreement to acquire Amoco Foam
Products for $310 million. Amoco Foam Products manufactures expanded polystyrene
tableware, hinged-lid food containers, packaging trays, and industrial products
for residential and commercial construction applications. Packaging closed the
acquisition of Amoco Foam Products in August 1996.
F-16
<PAGE> 170
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
All of the acquisitions discussed above have been accounted for as
purchases; accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based on their fair values. The excess of
the purchase price over the fair value of the net assets acquired is included in
the combined balance sheet caption "Goodwill and intangibles, net."
7. DISCONTINUED OPERATIONS AND EXTRAORDINARY LOSS
Discontinued Operations
In January 1999, Tenneco reached an agreement to contribute the
containerboard assets of its paperboard packaging segment to a new joint venture
with an affiliate of Madison Dearborn Partners, Inc. The contribution to the
joint venture was completed in April 1999. Tenneco received consideration of
cash and debt assumption totaling approximately $2 billion plus a 45 percent
common equity interest in the joint venture (now 43 percent due to subsequent
management equity issuances) valued at approximately $200 million. The
containerboard assets contributed to the joint venture represented substantially
all of the assets of Packaging's paperboard packaging segment and included four
mills, 67 corrugated products plants, and an ownership or leasehold interest in
approximately 950,000 acres of timberland. Prior to the transaction, Packaging
borrowed approximately $1.8 billion and used approximately $1.2 billion of those
borrowings to acquire assets used by the containerboard business under operating
leases and timber cutting rights and to purchase containerboard business
accounts receivable that had previously been sold to a third party. The
remainder of the borrowings was remitted to Tenneco and used to repay a portion
of Tenneco's short-term debt. Packaging then contributed the containerboard
business assets (subject to the new indebtedness and the containerboard business
liabilities) to the joint venture in exchange for $247 million in cash and the
45 percent interest in the joint venture. As a result of the transaction,
Packaging recognized a pre-tax loss of $293 million, $178 million after-tax or
$1.07 per diluted common share, in the first quarter of 1999, based on the
amount by which the carrying amount of the containerboard assets exceeded the
fair value of those assets, less cost to sell. The estimate of fair value of the
containerboard assets was based on the fair value of the consideration received
by Tenneco from the joint venture.
In June 1999, Tenneco's Board of Directors approved a plan to sell
Packaging's remaining interest in its containerboard joint venture. Packaging
expects the sale to be completed before the Spin-off. As a result of the
decision to sell the remaining interest in the containerboard joint venture,
Packaging's paperboard packaging segment is presented as a discontinued
operation in the accompanying combined financial statements.
In April 1999, Tenneco reached an agreement to sell the paperboard
packaging segment's other assets, its folding carton operations, to Caraustar
Industries. Packaging received cash proceeds of $73 million from this
transaction which closed in June 1999. As a result of the sale transaction,
Packaging recognized a pre-tax gain of $14 million, $9 million after-tax or $.05
per diluted share and is included in discontinued operations in the second
quarter of 1999.
F-17
<PAGE> 171
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Net assets as of December 31, 1998, 1997, and 1996, and results of
operations for the years then ended for the paperboard packaging segment were as
follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
------ ------ ------
(MILLIONS)
<S> <C> <C> <C>
Net assets at the end of the period (Note).................. $ 366 $ 423 $ 459
====== ====== ======
Net sales and operating revenues............................ $1,570 $1,431 $1,605
====== ====== ======
Income before income taxes and interest allocation.......... $ 131 $ 63 $ 152
Income tax (expense) benefit................................ (48) (19) (60)
------ ------ ------
Income before interest allocation........................... 83 44 92
Allocated interest expense, net of income tax (Note)........ (26) (23) (21)
------ ------ ------
Income from discontinued operations......................... $ 57 $ 21 $ 71
====== ====== ======
</TABLE>
- -------------------------
Note: Net assets of discontinued operations includes allocated corporate debt of
$548 million, $473 million and $394 million as of December 31, 1998, 1997 and
1996, respectively. Reference is made to Note 5, "Transactions with
Tenneco -- Corporate Debt and Interest Allocation," for a discussion of the
allocation of corporate debt and interest expense to discontinued operations.
Extraordinary Loss
In the first quarter of 1999, Packaging recorded an extraordinary loss for
extinguishment of debt of $7 million (net of a $3 million income tax benefit) or
$.04 per diluted common share. The loss related to early retirement of debt in
connection with the sale of the containerboard assets.
8. LONG-TERM DEBT, SHORT-TERM DEBT, AND FINANCING ARRANGEMENTS
Long-Term Debt
A summary of long-term debt outstanding and allocated long-term corporate
debt obligations at December 31, 1998 and 1997, is set forth in the following
table:
<TABLE>
<CAPTION>
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Notes due 1999 through 2016, average effective interest rate
9.5% in 1998 and 10% in 1997.............................. $ 22 $ 20
Less -- current maturities.................................. 1 1
------ ------
21 19
Allocated corporate debt obligations, average effective
interest rate 7.0% in 1998 and 7.4% in 1997............... 1,291 1,473
------ ------
Total long-term debt........................................ $1,312 $1,492
====== ======
</TABLE>
The aggregate maturities and sinking fund requirements applicable to the
issues outstanding at December 31, 1998, are $1 million, $3 million, $4 million,
$5 million, and $2 million for 1999, 2000, 2001, 2002, and 2003, respectively.
Reference is made to Note 5 for a discussion of allocated corporate debt
obligations.
F-18
<PAGE> 172
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Short-Term Debt
Packaging uses lines of credit and overnight borrowings to finance certain
of its short-term capital requirements. Information regarding short-term debt as
of and for the years ended December 31, 1998 and 1997, are as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
CREDIT CREDIT
AGREEMENTS* AGREEMENTS*
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Outstanding borrowings at end of year....................... $11 $ 1
Weighted average interest rate on outstanding borrowings at
end of year............................................... 18.7% 7.1%
Approximate maximum month-end outstanding borrowings during
year...................................................... $37 $26
Approximate average month-end outstanding borrowings during
year...................................................... $18 $9
Weighted average interest rate on approximate average
month-end outstanding borrowings during year.............. 18.4% 17.5%
</TABLE>
- -------------------------
* Includes borrowings under both committed credit facilities and uncommitted
lines of credit and similar arrangements.
Packaging was allocated short-term corporate debt obligations of $583
million at December 31, 1998, and $156 million at December 31,1997. Reference is
made to Note 5 for a discussion of allocated corporate debt obligations.
9. FINANCIAL INSTRUMENTS
Asset and Liability Instruments
The fair value of cash and temporary cash investments, short and long-term
receivables, and accounts payable, and short-term debt (before allocation of
corporate debt to Packaging from Tenneco) was considered to be the same as or
was not determined to be materially different from the carrying amount.
The long-term debt reflected in the Combined Balance Sheets primarily
represents corporate debt allocated to Packaging from Tenneco. As such, an
estimate of fair value has not been provided. The fair value of other long-term
debt is not materially different from the carrying amount.
Instruments With Off-Balance-Sheet Risk
Foreign Currency Contracts -- Note 3, "Summary of Accounting
Policies -- Risk Management Activities" describes Tenneco's use of and
accounting for foreign currency exchange contracts. Packaging currently manages
its exposure to changes in foreign currency rates by making loans with a Tenneco
affiliate in the functional currency of the operating company concerned. The
Tenneco affiliate then integrates all of Tenneco's foreign currency denominated
loans and enters into foreign currency forward purchase and sale contracts to
mitigate its net exposure to changes in foreign exchange rates. For most
operating companies third party trade receivables and payables are maintained in
the functional currency. From time to time Packaging may enter into foreign
currency forward purchase and sale contracts with terms of less than one year to
mitigate its exposure to changes in exchange rates on foreign currency third
party trade receivables and payables. At December 31, 1998, Packaging had
purchase contracts of approximately $1 million, primarily in U.S. dollars, and
sell contracts of approximately $1 million, primarily in British pounds. At
December 31, 1997, Packaging had purchase contracts of approximately $2 million,
primarily in Belgian francs and German marks, and sell contracts of
approximately $2 million, primarily in British pounds and French francs. At June
30, 1999, Packaging's purchase and sell contracts were not significant.
F-19
<PAGE> 173
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
10. INCOME TAXES
The domestic and foreign components of income from continuing operations
before income taxes are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
U.S. income before income taxes............................. $108 $139 $108
Foreign income before income taxes.......................... 42 43 24
---- ---- ----
Income before income taxes.................................. $150 $182 $132
==== ==== ====
</TABLE>
Following is a comparative analysis of the components of income tax expense
applicable to continuing operations:
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Current --
U.S....................................................... $(11) $(57) $45
State and local........................................... (2) 9 15
Foreign................................................... 3 5 3
---- ---- ---
(10) (43) 63
---- ---- ---
Deferred --
U.S....................................................... 59 101 3
Foreign, state and other.................................. 18 17 1
---- ---- ---
77 118 4
---- ---- ---
Income tax expense.......................................... $ 67 $ 75 $67
==== ==== ===
</TABLE>
Current income tax expense for the years ended December 31, 1998, 1997, and
1996, include tax benefits of $45 million, $41 million, and $34 million,
respectively, related to the allocation of corporate interest expense to
Packaging from Tenneco. See Note 5.
Following is a reconciliation of income taxes computed at the statutory
U.S. federal income tax rate (35% for all years presented) to the income tax
expense reflected in the combined statements of income:
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Tax expense computed at the statutory U.S. federal income
tax rate.................................................. $ 53 $ 64 $46
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates and foreign losses
with no tax benefit.................................... 1 (8) (1)
State and local taxes on income, net of U.S. federal
income tax benefit..................................... 3 18 10
Amortization of nondeductible goodwill.................... 5 4 4
Other..................................................... 5 (3) 8
---- ---- ---
Income tax expense.......................................... $ 67 $ 75 $67
==== ==== ===
</TABLE>
F-20
<PAGE> 174
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The components of Packaging's net deferred tax liability were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1998 1997
---- ----
(MILLIONS)
<S> <C> <C>
Deferred tax assets --
Tax loss carryforwards:
U.S. .................................................. $ 95 $ 46
State and local........................................ 7 --
Foreign................................................ 13 4
Postretirement benefits other than pensions............... 13 23
Other..................................................... 26 24
Valuation allowance....................................... (8) (4)
---- ----
Net deferred tax asset............................... 146 93
---- ----
Deferred tax liabilities --
Tax over book depreciation................................ 95 61
Pensions.................................................. 213 206
Other..................................................... 123 55
---- ----
Total deferred tax liability......................... 431 322
---- ----
Net deferred tax liability................................ $285 $229
==== ====
</TABLE>
As reflected by the valuation allowance in the table above, Packaging had
potential tax benefits of $8 million and $4 million at December 31, 1998 and
1997, respectively, which were not recognized in the combined statements of
income when generated. These unrecognized tax benefits resulted primarily from
foreign tax loss carryforwards which are available to reduce future foreign tax
liabilities.
Of the $270 million of U.S. tax loss carryforwards which exist at December
31, 1998, $215 million expire in 2012 and $55 million expire in 2018. The $110
million of state tax loss carryforwards which exist at December 31, 1998, will
expire in varying amounts over the period from 2000 to 2012. Of the $43 million
of foreign tax loss carryforwards which exist at December 31, 1998, $18 million
do not expire and the remainder expires in varying amounts over the period from
1999 to 2005.
Packaging and Tenneco, together with certain of their respective
subsidiaries which are owned 80% or more, have entered into an agreement to file
a consolidated U.S. federal income tax return. This agreement provides, among
other things, that (1) each company in a taxable income position will be
currently charged with an amount equivalent to its U.S. federal income tax
computed on a separate return basis and (2) each company in a tax loss position
will be reimbursed currently. The income tax amounts reflected in the combined
financial statements of Packaging under the provisions of the tax sharing
arrangement are not materially different from the income taxes which would have
been provided had Packaging filed a separate tax return. Under the tax sharing
agreement, Tenneco pays all federal taxes directly and bills or refunds, as
applicable, its subsidiaries for the applicable portion of the total tax
payments. Cash taxes paid in the combined statements of cash flows include
payments to Tenneco for income taxes.
Liability for foreign income taxes is generally allocated to the legal
entity on which such taxes are imposed. In the case of state income taxes,
Packaging is liable for its tax in states where returns are filed for separate
entities. In states where returns are filed in a combined basis, liability is
allocated in a manner similar to federal income tax.
F-21
<PAGE> 175
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
11. EMPLOYEE STOCK PLANS
In June 1992, Tenneco initiated an Employee Stock Purchase Plan ("ESPP").
The ESPP was terminated in 1996. Tenneco adopted a new employee stock purchase
plan effective April 1, 1997 with provisions similar to the 1992 ESPP. Under the
new ESPP, Tenneco sold 311,586 shares, 216,665 shares, and 185,179 shares to
Packaging employees in 1998, 1997, and 1996, respectively. The plan allows U.S.
and Canadian employees of Packaging to purchase Tenneco Inc. common stock
through payroll deductions at a 15% discount. Each year, an employee in the plan
may purchase shares with a discounted value not to exceed $21,250. The weighted
average fair value of the employee purchase right, which was estimated using the
Black-Scholes option pricing model and the assumptions described below except
that the average life of each purchase right was assumed to be 90 days, was
$6.31, $11.14, and $10.77 in 1998, 1997, and 1996, respectively. After the
Spin-off, Packaging employees will no longer participate in the Tenneco ESPP.
In December 1996, Tenneco adopted the 1996 Stock Ownership Plan which
permits the granting of a variety of awards, including common stock, restricted
stock, performance units, stock appreciation rights, and stock options, to
officers and employees of Tenneco. Tenneco can issue up to 17 million shares of
common stock under this plan, which will terminate December 31, 2001. Certain
key Packaging employees have been granted restricted stock and restricted units
under the 1996 Stock Ownership Plan. These awards generally require, among other
things, that the employee remain an employee of Tenneco during the restriction
period. Certain key Packaging employees have also been granted performance
shares which will vest based upon the attainment of specified performance goals
within four years from the date of grant. In connection with the Spin-off,
outstanding restricted stock, restricted units and performance shares will
generally become fully vested. After the Spin-off, Packaging employees will no
longer participate in Tenneco's 1996 Stock Ownership Plan.
The fair value of each stock option issued by Tenneco to Packaging
employees during 1998, 1997, and 1996 is estimated on the date of grant using
the Black-Scholes option pricing model using the following weighted average
assumptions for grants in 1998, 1997, and 1996, respectively: (a) risk-free
interest rate of 5.7%, 6.5%, and 6.0%; (b) expected lives of 10 years, 6 years,
and 5 years; (c) expected volatility of 25.6%, 24.1%, and 24.9%; and (d)
dividend yield of 3.2%, 2.8%, and 3.3%. The weighted average fair value of
options granted during the year is $10.83, $12.03, and $11.42 for 1998, 1997,
and 1996, respectively.
Packaging applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," to its stock-based compensation plans. Packaging
recognized after-tax stock-based compensation expense of $3 million, $4 million,
and $15 million in 1998, 1997, and 1996, respectively. Had compensation costs
for Packaging's stock-based compensation plans been determined in accordance
with FAS No. 123, "Accounting for Stock-Based Compensation," based on the fair
value at the grant dates for awards under those plans, Packaging's pro forma net
income for the years ended December 31, 1998, 1997, and 1996, would have been
lower by $14 million or $.08 per both basic and diluted common share, $13
million or $.08 per both basic and diluted common share, and $5 million or $.03
per both basic and diluted common share, respectively.
12. MINORITY INTEREST
At December 31, 1998 and 1997, Packaging reported minority interest in the
combined balance sheet of $14 million and $15 million, respectively. This
primarily relates to preferred stock of a subsidiary issued in connection with
the KNP acquisition.
13. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Packaging has pension plans that cover substantially all of its employees.
Benefits are based on years of service and, for most salaried employees, on
final average compensation. Packaging's funding policies
F-22
<PAGE> 176
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
are to contribute to the plans amounts necessary to satisfy the funding
requirement of federal laws and regulations. Plan assets consist principally of
listed equity and fixed income securities. After the Spin-off, Packaging will
become the sponsor of the Tenneco Retirement Plan (the "TRP"). Benefits accrued
under the TRP by employees of Tenneco's automotive business will be frozen as of
the last day of the calendar month in which the Spin-off occurs, and all related
pension obligations and assets will be retained by Packaging. In addition, all
TRP pension obligations and assets associated with participating employees from
former subsidiaries and affiliates of Tenneco will be retained by Packaging and
have been reflected in the historical combined financial statements. These
pension obligations and assets that Packaging will retain under all of these
arrangements are included in the table below.
Packaging has postretirement health care and life insurance plans that
cover all of its salaried and certain of its hourly domestic employees. For
salaried employees, the plans cover employees retiring from Packaging on or
after attaining age 55 who have had a least 10 years service with Packaging
after attaining age 45. For hourly employees, the postretirement benefit plans
generally cover employees who retire according to one of Packaging's hourly
employee retirement plans. All of these benefits may be subject to deductibles,
copayment provisions, and other limitations, and Packaging has reserved the
right to change these benefits. Packaging's postretirement benefit plans are not
funded.
F-23
<PAGE> 177
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of the change in benefit obligation, the change in plan assets,
the development of net amount recognized, and the amounts recognized in the
combined statement of financial position for the pension plans and
postretirement benefit plans follows:
<TABLE>
<CAPTION>
PENSION POSTRETIREMENT
--------------- ---------------
1998 1997 1998 1997
---- ---- ---- ----
(MILLIONS)
<S> <C> <C> <C> <C>
Change in benefit obligations:
Benefit obligation at September 30 of the previous year... $2,654 $2,361 $ 70 $ 64
Currency rate conversion.................................. 1 -- -- --
Service cost.............................................. 28 23 1 1
Interest cost............................................. 199 178 5 5
Plan amendments........................................... 44 8 -- --
Actuarial loss (gain)..................................... 293 254 1 5
Acquisitions.............................................. -- 13 -- --
Benefits paid............................................. (194) (183) (8) (6)
Participants' contributions............................... -- -- 1 1
------ ------ ---- ----
Benefit obligation at September 30........................ $3,025 $2,654 $ 70 $ 70
====== ====== ==== ====
Change in plan assets:
Fair value at September 30 of the previous year........... $3,516 $2,966 $ -- $ --
Currency rate conversion.................................. -- 4 -- --
Actual return on plan assets.............................. 102 714 -- --
Employer contributions.................................... 5 3 7 5
Participants' contributions............................... 1 -- 1 1
Acquisitions.............................................. -- 12 -- --
Benefits paid............................................. (194) (183) (8) (6)
------ ------ ---- ----
Fair value at September 30................................ $3,430 $3,516 $ -- $ --
====== ====== ==== ====
Development of net amount recognized:
Funded status at September 30............................. $ 405 $ 862 $(70) $(70)
Contributions during the fourth quarter................... 1 1 2 1
Unrecognized cost:
Actuarial loss (gain).................................. 200 (273) 11 11
Prior service cost..................................... 71 57 (4) (5)
Transition liability (asset)........................... (43) (62) -- --
------ ------ ---- ----
Net amount recognized at December 31...................... $ 634 $ 585 $(61) $(63)
====== ====== ==== ====
Amounts recognized in the combined balance sheet:
Prepaid benefit cost...................................... $ 664 $ 594 $ -- $ --
Accrued benefit cost...................................... (56) (9) (61) (63)
Intangible asset.......................................... 22 -- -- --
Accumulated other comprehensive income.................... 4 -- -- --
------ ------ ---- ----
Net amount recognized..................................... $ 634 $ 585 $(61) $(63)
====== ====== ==== ====
</TABLE>
- -------------------------
Note: Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid (accrued) benefit cost has been recorded based
upon certain actuarial estimates as described below. Those estimates are
subject to revision in future periods given new facts or circumstances.
F-24
<PAGE> 178
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Net periodic pension costs (income) from continuing operations for the
years 1998, 1997, and 1996, consist of the following components:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Service cost -- benefits earned during the year............. $ 28 $ 23 $ 20
Interest on prior year's projected benefit obligation....... 199 178 126
Expected return on plan assets.............................. (285) (265) (178)
Net amortization:
Actuarial loss (gain)..................................... 1 -- 3
Prior service cost........................................ 11 11 11
Transition liability (asset).............................. (19) (19) (13)
----- ----- -----
Net pension costs (income).................................. $ (65) $ (72) $ (31)
===== ===== =====
</TABLE>
The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for all pension plans with accumulated benefit obligations
in excess of plan assets were $89 million, $83 million, and $27 million,
respectively, as of September 30, 1998, and $12 million, $11 million, and $1
million, respectively, as of September 30, 1997.
The weighted average discount rates (which are based on long-term market
rates) used in determining the 1998, 1997, and 1996 actuarial present value of
the benefit obligations were 7.0%, 7.75%, and 7.75%, respectively. The rate of
increase in future compensation was 4.8%, 4.9%, and 4.8%, for 1998, 1997, and
1996, respectively. The weighted average expected long-term rate of return on
plan assets for 1998, 1997, and 1996 was 10.0% for each year.
Net periodic postretirement benefit cost from continuing operations for the
years 1998, 1997, and 1996 consist of the following components:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
Service cost -- benefits earned during the year............. $ 2 $ 1 $1
Interest on accumulated postretirement benefit obligation... 5 5 5
Net amortization:
Prior service cost........................................ (2) (2) (2)
Actuarial loss (gain)..................................... 1 1 --
--- --- --
Net periodic postretirement benefit cost.................... $ 6 $ 5 $4
=== === ==
</TABLE>
The initial weighted average assumed health care cost trend rate used in
determining the 1998, 1997, and 1996 accumulated postretirement benefit
obligation was 5%, 5%, and 6%, respectively, declining to 5% in 1997 and
remaining at that level thereafter.
Increasing the assumed health care cost trend rate by one percentage point
in each year would increase the 1998, 1997, and 1996 accumulated postretirement
benefit obligations by approximately $2 million for each year. There would be no
change in the aggregate of the service cost and interest cost components of the
net periodic postretirement benefit cost for any of these years.
Decreasing the assumed health care cost trend rate by one percentage point
in each year would decrease the 1998 accumulated postretirement benefit
obligation by approximately $2 million and would not change the aggregate of
service cost and interest cost components of the net periodic postretirement
benefit cost.
F-25
<PAGE> 179
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The discount rates (which are based on long-term market rates) used in
determining the 1998, 1997, and 1996 accumulated postretirement benefit
obligations were 7.00%, 7.75%, and 7.75%, respectively.
14. SEGMENT AND GEOGRAPHIC AREA INFORMATION
Packaging is a global manufacturer with a single operating segment:
Specialty Packaging -- Manufacture and sale of specialty packaging and
consumer products for foodservice, consumer, protective, flexible and
institutional/industrial markets.
The accounting policies of the segment are the same as those described in
Note 3, "Summary of Accounting Policies." Packaging evaluates operating
performance based primarily on income before interest expense, income taxes, and
minority interest. Individual operating segments have not been aggregated within
this reportable segment.
Products are transferred between geographic areas on a basis intended to
reflect as nearly as possible the "market value" of the products.
The following table sets forth information relating to Packaging's external
customer revenues for each product or each group of similar products:
<TABLE>
<CAPTION>
NET SALES AND
OPERATING REVENUES
YEAR ENDED DECEMBER 31,
--------------------------
1998 1997 1996
---- ---- ----
(MILLIONS)
<S> <C> <C> <C>
SPECIALTY
Disposable plastic, fiber, and aluminum packaging
products............................................... $2,126 $2,105 $1,862
Plastic and fiber protective and flexible packaging
products............................................... 607 399 78
Other..................................................... 52 49 47
------ ------ ------
Total Specialty Packaging............................ 2,785 2,553 1,987
------ ------ ------
OTHER....................................................... 6 10 --
------ ------ ------
COMBINED.................................................... $2,791 $2,563 $1,987
====== ====== ======
</TABLE>
F-26
<PAGE> 180
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables summarize certain segment and geographic information
of Packaging:
<TABLE>
<CAPTION>
SEGMENT RECLASS
------------------ &
SPECIALTY OTHER ELIMS COMBINED
--------- ------ ------- --------
(MILLIONS)
<S> <C> <C> <C> <C>
AT JUNE 30, 1999, AND FOR THE SIX MONTHS THEN ENDED
Revenues from external customers........................ $1,404 $ -- $ -- $1,404
Depreciation and amortization........................... 84 10 -- 94
Income before interest, income taxes, and minority
interest.............................................. 190 (46)(b) -- 144
Extraordinary loss...................................... -- (7) -- (7)
Cumulative effect of change in accounting principle..... (17) (15) -- (32)
Total assets............................................ 3,296 1,309(a) (119) 4,486
Net assets of discontinued operations................... -- 133 -- 133
AT DECEMBER 31, 1998, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $2,785 $ 6 $ -- $2,791
Depreciation and amortization........................... 152 23 -- 175
Income before interest, income taxes, and minority
interest.............................................. 328 (45)(c) -- 283
Total assets............................................ 3,260 1,580(a) (42) 4,798
Net assets of discontinued operations................... -- 366 -- 366
Investment in affiliated companies...................... 17 -- -- 17
Capital expenditures.................................... 190 4 -- 194
Noncash items other than depreciation and
amortization.......................................... 22 (84) -- (62)
AT JUNE 30, 1998, AND FOR THE SIX MONTHS THEN ENDED
Revenues from external customers........................ $1,361 $ 10 $ -- $1,371
Depreciation and amortization........................... 77 11 -- 88
Income before interest, income taxes, and minority
interest.............................................. 175 (2) -- 173
Total assets............................................ 3,373 1,468(a) (53) 4,788
Net assets of discontinued operations................... -- 382 -- 382
AT DECEMBER 31, 1997, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $2,553 $ 10 $ -- $2,563
Depreciation and amortization........................... 143 20 -- 163
Income before interest, income taxes, and minority
interest.............................................. 308 (2) -- 306
Cumulative effect of change in accounting principle..... (11) (27) -- (38)
Total assets............................................ 3,244 1,412(a) (38) 4,618
Net assets of discontinued operations................... -- 423 -- 423
Investment in affiliated companies...................... 9 -- -- 9
Capital expenditures.................................... 227 2 -- 229
Noncash items other than depreciation and
amortization.......................................... 10 (86) -- (76)
AT DECEMBER 31, 1996, AND FOR THE YEAR THEN ENDED
Revenues from external customers........................ $1,987 $ -- $ -- $1,987
Depreciation and amortization........................... 123 8 -- 131
Income before interest, income taxes, and minority
interest.............................................. 249 (15) -- 234
Extraordinary loss...................................... -- (2) -- (2)
Total assets............................................ 2,655 1,421(a) (48) 4,028
Net assets of discontinued operations................... -- 459 -- 459
Investment in affiliated companies...................... 9 1 -- 10
Capital expenditures.................................... 172 44 -- 216
Noncash items other than depreciation and
amortization.......................................... (2) (44) -- (46)
</TABLE>
F-27
<PAGE> 181
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
- -------------------------
Notes: (a) The Other segment's total assets includes pension assets retained by
Packaging related to certain employees of Tenneco's and Packaging's
discontinued operations, Packaging's administrative service
operations assets and net assets of the discontinued paperboard
packaging segment.
(b) The Other segment's income before interest expense, income taxes and
minority interest for the six months ended June 30, 1999 includes a
$29 million charge relating to the severance of corporate employees
and the closing of the Greenwich, Connecticut headquarters facility
(see Note 4).
(c) The Other segment's income before interest expense, income taxes and
minority interest for the year ended December 31, 1998 includes
restructuring charges of $10 million relating to severance of
corporate employees (see Note 4) and approximately $50 million of
operating costs relating to Packaging's information technology
service center that began operation in 1998.
<TABLE>
<CAPTION>
GEOGRAPHIC AREA
--------------------
UNITED RECLASS &
STATES FOREIGN(a) ELIMS COMBINED
------ ---------- --------- --------
(MILLIONS)
<S> <C> <C> <C> <C>
AT DECEMBER 31, 1998, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $2,212 $579 $ -- $2,791
Long-lived assets(c)................................... 2,168 295 -- 2,463
Total assets........................................... 4,131 691 (24) 4,798
AT DECEMBER 31, 1997, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $2,116 $447 $ -- $2,563
Long-lived assets(c)................................... 2,026 236 -- 2,262
Total assets........................................... 4,036 596 (14) 4,618
AT DECEMBER 31, 1996, AND FOR THE YEAR THEN ENDED
Revenues from external customers(b).................... $1,759 $228 $ -- $1,987
Long-lived assets(c)................................... 1,957 94 -- 2,051
Total assets........................................... 3,755 281 (8) 4,028
</TABLE>
- -------------------------
Notes: (a) Revenues from external customers and long-lived assets for individual
foreign countries are not material.
(b) Revenues are attributed to countries based on location of the seller.
(c) Long-lived assets include all long-term assets except net assets from
discontinued operations, goodwill, intangibles, and deferred tax
assets.
15. COMMITMENTS AND CONTINGENCIES
Capital Commitments
Packaging estimates that expenditures aggregating approximately $110
million will be required after December 31, 1998, to complete facilities and
projects authorized at such date, and substantial commitments have been made in
connection therewith.
F-28
<PAGE> 182
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Lease Commitments
Packaging holds certain of its facilities, equipment, and other assets
under long-term leases. The minimum lease payments under non-cancelable
operating leases with lease terms in excess of one year are $44 million, $31
million, $22 million, $15 million, and $56 million for the years 1999, 2000,
2001, 2002, and 2003, respectively, and $53 million for subsequent years.
Commitments under capital leases were not significant to the accompanying
combined financial statements. Total rental expense for continuing operations
for the years 1998, 1997, and 1996, was $35 million, $37 million, and $24
million, respectively, including minimum rentals under non-cancelable operating
leases of $45 million, $42 million, and $18 million for the corresponding
periods.
Litigation
Packaging and its combined subsidiaries are parties to various legal
proceedings arising from their operations. Packaging believes that the outcome
of these proceedings, individually and in the aggregate, will have no material
effect on the financial position or results of operations of Packaging and its
combined subsidiaries.
Environmental Matters
Packaging and its combined subsidiaries are subject to a variety of
environmental and pollution control laws and regulations in all jurisdictions in
which they operate. Packaging has provided reserves for compliance with these
laws and regulations where it is probable that a liability exists and where
Packaging can make a reasonable estimate of the liability. The estimated
liabilities recorded are subject to change as more information becomes available
regarding the magnitude of possible clean-up costs and the timing, varying
costs, and effectiveness of alternative clean-up technologies. However,
Packaging believes that any additional costs which arise as more information
becomes available will not have a material effect on the combined financial
condition or results of operations of Packaging.
F-29
<PAGE> 183
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
16. QUARTERLY FINANCIAL DATA (UNAUDITED) (IN MILLIONS EXCEPT PER SHARE)
<TABLE>
<CAPTION>
INCOME (LOSS)
INCOME BEFORE BEFORE
INTEREST CUMULATIVE
NET SALES EXPENSE, INCOME (LOSS) INCOME (LOSS) INCOME (LOSS) EFFECT OF
AND INCOME TAXES, FROM FROM BEFORE CHANGE IN
OPERATING AND MINORITY CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY ACCOUNTING
QUARTER REVENUES INTEREST OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE
- ------- --------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................. $ 666 $ 45 $ 6 $(172) $(166) $ (7) $(173)
2nd................. 738 99 46 9 55 -- 55
------ ---- ---- ----- ----- ---- -----
$1,404 $144 $ 52 $(163) $(111) $ (7) $(118)
====== ==== ==== ===== ===== ==== =====
1998
1st................. $ 633 $ 69 $ 18 $ 14 $ 32 $ -- $ 32
2nd................. 738 104 51 23 74 -- 74
3rd................. 696 74 15 25 40 -- 40
4th................. 724 36 (2) (5) (7) -- (7)
------ ---- ---- ----- ----- ---- -----
$2,791 $283 $ 82 $ 57 $ 139 $ -- $ 139
====== ==== ==== ===== ===== ==== =====
1997
1st................. $ 510 $ 48 $ 9 $ 13 $ 22 $ -- $ 22
2nd................. 675 87 31 (11) 20 -- 20
3rd................. 682 89 32 11 43 -- 43
4th................. 696 82 34 8 42 -- 42
------ ---- ---- ----- ----- ---- -----
$2,563 $306 $106 $ 21 $ 127 $ -- $ 127
====== ==== ==== ===== ===== ==== =====
<CAPTION>
CUMULATIVE
EFFECT OF
CHANGE IN NET
ACCOUNTING INCOME
QUARTER PRINCIPLE (LOSS)
- ------- ---------- ------
<S> <C> <C>
1999
1st................. $(32) $(205)
2nd................. -- 55
---- -----
$(32) $(150)
==== =====
1998
1st................. $ -- $ 32
2nd................. -- 74
3rd................. -- 40
4th................. -- (7)
---- -----
$ -- $ 139
==== =====
1997
1st................. $ -- $ 22
2nd................. -- 20
3rd................. -- 43
4th................. (38) 4
---- -----
$(38) $ 89
==== =====
</TABLE>
<TABLE>
<CAPTION>
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK
---------------------------------------------------------------------------------------------------------
BEFORE CUMULATIVE
CUMULATIVE EFFECT OF
FROM FROM BEFORE EFFECT OF CHANGE CHANGE IN
CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY IN ACCOUNTING ACCOUNTING NET INCOME
QUARTER OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE PRINCIPLE (LOSS)
- ------- ---------- ------------ ---------------- ------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................ $ .03 $(1.03) $(1.00) $(.04) $(1.04) $(.19) $(1.23)
2nd................ .28 .05 .33 -- .33 -- .33
----- ------ ------ ----- ------ ----- ------
$ .31 $ (.98) $ (.67) $(.04) $ (.71) $(.19) $ (.90)
===== ====== ====== ===== ====== ===== ======
1998
1st................ $ .11 $ .08 $ .19 $ -- $ .19 $ -- $ .19
2nd................ .30 .14 .44 -- .44 -- .44
3rd................ .09 .15 .24 -- .24 -- .24
4th................ (.01) (.04) (.05) -- (.05) -- (.05)
----- ------ ------ ----- ------ ----- ------
$ .49 $ .34 $ .83 $ -- $ .83 $ -- $ .83
===== ====== ====== ===== ====== ===== ======
1997
1st................ $ .06 $ .07 $ .13 $ -- $ .13 $ -- $ .13
2nd................ .19 (.07) .12 -- .12 -- .12
3rd................ .18 .07 .25 -- .25 -- .25
4th................ .20 .05 .25 -- .25 (.23) .02
----- ------ ------ ----- ------ ----- ------
$ .63 $ .12 $ .75 $ -- $ .75 $(.23) $ .52
===== ====== ====== ===== ====== ===== ======
</TABLE>
F-30
<PAGE> 184
THE BUSINESSES OF TENNECO PACKAGING
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK
---------------------------------------------------------------------------------------------------------
BEFORE CUMULATIVE
CUMULATIVE EFFECT OF
FROM FROM BEFORE EFFECT OF CHANGE CHANGE IN
CONTINUING DISCONTINUED EXTRAORDINARY EXTRAORDINARY IN ACCOUNTING ACCOUNTING NET INCOME
QUARTER OPERATIONS OPERATIONS LOSS LOSS PRINCIPLE PRINCIPLE (LOSS)
------- ---------- ------------ ---------------- ------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1999
1st................ $ .03 $(1.03) $(1.00) $(.04) $(1.04) $(.19) $(1.23)
2nd................ .28 .05 .33 -- .33 -- .33
----- ------ ------ ----- ------ ----- ------
$ .31 $ (.98) $ (.67) $(.04) $ (.71) $(.19) $ (.90)
===== ====== ====== ===== ====== ===== ======
1998
1st................ $ .11 $ .08 $ .19 $ -- $ .19 $ -- $ .19
2nd................ .30 .14 .44 -- .44 -- .44
3rd................ .09 .15 .24 -- .24 -- .24
4th................ (.01) (.04) (.05) -- (.05) -- (.05)
----- ------ ------ ----- ------ ----- ------
$ .49 $ .34 $ .83 $ -- $ .83 $ -- $ .83
===== ====== ====== ===== ====== ===== ======
1997
1st................ $ .06 $ .07 $ .13 $ -- $ .13 $ -- $ .13
2nd................ .19 (.07) .12 -- .12 -- .12
3rd................ .18 .07 .25 -- .25 -- .25
4th................ .20 .05 .25 -- .25 (.23) .02
----- ------ ------ ----- ------ ----- ------
$ .63 $ .12 $ .75 $ -- $ .75 $(.23) $ .52
===== ====== ====== ===== ====== ===== ======
</TABLE>
- -------------------------
Notes: Reference is made to Notes 3, 4, 6, and 7 and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" for items
affecting quarterly results. The sum of the quarters may not equal the
total of the respective year's earnings per share on either a basic or
diluted basis due to changes in the weighted average shares outstanding
throughout the year.
(The preceding notes are an integral part of the foregoing combined financial
statements.)
F-31
<PAGE> 185
SCHEDULE II
THE BUSINESSES OF TENNECO PACKAGING
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(MILLIONS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------------------------------- ---------- ----------------------- ---------- ---------
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END OF
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS YEAR
----------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts Deducted from
Assets to Which it Applies:
Year Ended December 31, 1998............ $11 $ 5 $-- $ 5 $11
=== === == === ===
Year Ended December 31, 1997............ $18 $ 2 $2 $11 $11
=== === == === ===
Year Ended December 31, 1996............ $ 9 $11 $-- $ 2 $18
=== === == === ===
</TABLE>
S-1
<PAGE> 186
ANNEX A
PROPOSED AMENDMENTS AND WAIVER
The following is the text of the proposed amendments and waiver. The
following is qualified in its entirety by reference to the supplemental
indenture and the original indenture, copies of which can be obtained without
charge from the information agent. Capitalized terms used below without
definition have the meanings assigned to them in the original indenture.
1. IF TENNECO RECEIVES THE REQUIRED CONSENTS, THE FOLLOWING PROVISIONS
REGARDING THE WAIVER WILL TAKE EFFECT UPON EXECUTION OF THE SUPPLEMENTAL
INDENTURE ON OR PROMPTLY FOLLOWING THE WITHDRAWAL TIME.
"SECTION 1. Definitions: As used herein, the following terms shall have the
meanings set forth below:
"Cash Tender Offers" means Tenneco's offers to purchase for cash certain
series of Securities issued under the Original Indenture pursuant to the Offer
to Purchase and Consent Solicitation of Tenneco dated , 1999, as amended
from time to time.
"Consent Solicitation" means Tenneco's solicitation of consents to
amendments to the Original Indenture and the execution of this Eleventh
Supplemental Indenture pursuant to the Exchange Offers and Cash Tender Offers.
"Debt Realignment" means the realignment, prior to the Spin-off, of
Tenneco's debt through some combination of tender offers, exchange offers,
prepayments and other refinancings.
"Exchange Offers" means Tenneco's offers to exchange notes and debentures
issued by Tenneco Packaging Inc. for certain Securities issued under the
Original Indenture pursuant to the Prospectus and Consent Solicitation of
Packaging and Tenneco dated , 1999, as amended from time to time.
"Exchange Securities" means the series of Securities subject to the
Exchange Offers.
"Original Indenture" means the Indenture, dated November 1, 1996, between
Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as
trustee, as amended.
"Packaging" means Tenneco Packaging Inc., a Delaware corporation.
"Spin-off" means the distribution of all Packaging common stock to the
holders of Tenneco common stock at a ratio of one share of Packaging common
stock for each share of Tenneco common stock.
"Tender Securities" means the series of Securities subject to the Cash
Tender Offers.
"Tenneco" means Tenneco Inc., a Delaware corporation.
"Trustee" means The Chase Manhattan Bank, as trustee under the Original
Indenture.
SECTION 2. Waiver. Subject to Section 3.2 of this Eleventh Supplemental
Indenture, the application of the covenants contained in Sections 3.6, 9.1, 9.2
and 9.3 of the Original Indenture is hereby waived to the extent required to
effect the Spin-off, including, without limitation, to effect the Debt
Realignment (the "Waiver").
SECTION 3. Operation of Amendments and Waiver.
Section 3.1. Upon the execution and delivery of this Eleventh Supplemental
Indenture by Tenneco and the Trustee, the Original Indenture shall be amended
and supplemented in accordance herewith, and this Eleventh Supplemental
Indenture shall form a part of the Original Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
under the Original Indenture shall be bound hereby, as hereby amended and
supplemented; provided, however, that the provisions of the Eleventh
Supplemental Indenture, except as described in Section 3.2 with respect to the
Waiver, shall not become operative until Tenneco has notified the Trustee that
it has accepted for exchange or payment the Exchange Securities and/or Tender
Securities, as the case may be, tendered pursuant to the Exchange
A-1
<PAGE> 187
Offers and/or Tender Offers which represent at least a majority of all
Securities outstanding under the Original Indenture (and at such time the
provisions of this Eleventh Supplemental Indenture shall automatically become
operative without the requirement of any further action by or notice to Tenneco,
the Trustee or any holder of Exchange Securities or Tender Securities).
SECTION 3.2 The Waiver shall become operative immediately upon the
execution and delivery of this Eleventh Supplemental Indenture by Tenneco and
the Trustee. However, if Exchange Securities and/or Tender Securities which
represent at least a majority of all Securities outstanding under the Original
Indenture are not accepted for exchange or purchase, as the case may be, because
the related Exchange Offers, Cash Tender Offers or Consent Solicitation are
terminated or withdrawn, the Waiver will cease to be operative."
2. IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING ITALICIZED TEXT
WILL BE DELETED IN ITS ENTIRETY FROM THE ORIGINAL INDENTURE, AND THE UNDERLINED
TEXT WILL BE ADDED FOLLOWING THE APPROPRIATE SECTIONS THEREOF.
SECTION 3.6. NEGATIVE PLEDGE; LIMITATION ON SALE AND LEASEBACK
TRANSACTIONS.
[ADD: Intentionally Deleted by Amendment]
[DELETE: (a) The Issuer will not issue, assume, incur or guarantee, and
will not permit any Restricted Subsidiary to issue, assume, incur or guarantee,
any Debt secured by any mortgage, pledge, lien or other encumbrance (any such
mortgage, pledge, lien and other encumbrance being hereinafter called a
"Mortgage") upon any principal Manufacturing Property of the Issuer or any
Restricted Subsidiary, or upon shares of capital stock or Debt of any Restricted
Subsidiary (whether such Principal Manufacturing Property or shares of stock are
now owned or hereafter acquired or such Debt is now existing or hereafter
incurred or assumed), without in any such case effectively providing,
concurrently with the issuance or assumption of such Debt, that the Securities
(together with, if the Issuer shall so determine, any other Debt of the Issuer
or such Restricted Subsidiary ranking equally with the Securities and then
existing or thereafter created) shall be secured equally and ratably with such
Debt; provided, however, that the foregoing restrictions shall not apply to:
(i) the creation of Mortgages on any Principal Manufacturing Property
(including any improvements on an existing property, as to which the
Mortgage may include such underlying real property as the Issuer may deem
necessary for the improvement and unnecessary for the operation of any
theretofore existing Principal Manufacturing Property on the same or
adjoining real property) hereafter acquired by the Issuer or a Restricted
Subsidiary prior to, at the time of, or within 180 days after the latest of
the acquisition, completion of construction or commencement of commercial
operation of such property, to secure or provide for the payment of
financing of all or any part of the purchase price thereof or construction
of fixed improvements thereon, or, in addition to assumptions in
transactions contemplated by subparagraph (ii) below, the assumption of any
Mortgage upon any Principal Manufacturing Property hereafter acquired
existing at the time of such acquisitions, or the acquisition of any
Principal Manufacturing Property subject to any Mortgage without the
assumption thereof; provided that the aggregate principal amount of Debt
secured by any such Mortgage so issued, assumed or existing shall not
exceed 100% of the cost of such Principal Manufacturing Property to the
corporation acquiring the same or of the fair value thereof (as determined
by resolution adopted by the Board of Directors) at the time of such
acquisition, whichever is less, and, provided further, that in the case of
any such acquisition, construction or improvement the Mortgage shall not
apply to any property theretofore owned by the Issuer or a Restricted
Subsidiary, other than, in the case of any such construction or
improvement, any theretofore unimproved real property on which the property
so constructed, or the improvement, is located (which unimproved real
property may at the option of the Issuer be segregated by legal description
from other real property of the Issuer appurtenant to such Principal
Manufacturing Property and subjected to the Mortgage related to such
construction or improvement);
A-2
<PAGE> 188
(ii) any Mortgages on any Principal Manufacturing Property of a
corporation which is merged into or consolidated with the Issuer or a
Restricted Subsidiary or substantially all of the assets of which are
required by the Issuer or a Restricted Subsidiary (whether or not the
obligations secured by any such Mortgage are assumed by the Issuer or a
Restricted Subsidiary); provided that such Mortgages were not created in
contemplation of such merger, consolidation or acquisition;
(iii) Mortgages on any Principal Manufacturing Property of the Issuer
or a Restricted Subsidiary in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, or in
favor of any other country, or any political subdivision thereof, to secure
partial, progress, advance or other payments pursuant to any contract or
statute or to secure any Debt incurred or guaranteed for the purpose of
financing all or any part of the cost of acquiring, construction or
improving the property subject to such Mortgages (including Mortgages
incurred in connection with financings of the type contemplated by Section
103 of the Internal Revenue Code, maritime financings under Title XI of the
United States Code or similar financings);
(iv) Mortgages on particular property (or any proceeds of the sale
thereof) to secure all or any part of the cost of exploration, drilling,
mining, development, operation or maintenance thereof (including, without
limitation, construction of facilities for field processing) intended to
obtain or increase the production and sale or other disposition of oil,
gas, coal, natural gas, carbon dioxide, sulphur, helium, metals, minerals,
steam, timber or other natural resources, or any Debt created, issued,
assumed or guaranteed to provide funds for any or all such purposes;
(v) Mortgages securing Debt of a Restricted Subsidiary owing to the
Issuer and/or another Restricted Subsidiary;
(vi) Mortgages on any Principal Manufacturing Property of the Issuer
or a Restricted Subsidiary which Mortgages were in existence on the date of
this Indenture; provided, however, that each such Mortgage shall be limited
to all or a part of the property which secured such Mortgage at such date
(plus improvements and construction on such Property);
(vii) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part, of any Mortgage referred to
in the foregoing clauses (i) through (vi); provided, however, that the
principal amount of Debt so secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the Mortgage so
extended, renewed or replaced (plus improvements and construction on such
property); and
(viii) Permitted Mortgages.]
[DELETE: (b) Notwithstanding the provisions of subsection (a) of this
Section, the Issuer or anyone or more Restricted Subsidiaries may issue or
assume Debt secured by a Mortgage on a Principal Manufacturing Property in
addition to those permitted by subsection (a) of this Section and renew, extend
or replace such Mortgages; provided that at the time of such creation,
assumption, renewal, extension or replacement, and after giving effect thereto,
Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.]
[DELETE: (c) The Issuer will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person providing for the
leasing by the Issuer or any Restricted Subsidiary of any Principal
Manufacturing Property, whether such principal Manufacturing Property is now
owned or hereafter acquired (except for temporary leases for a term, including
renewals at the option of the lessee, of not more than three years and except
for leases between the Issuer and a Restricted Subsidiary or between Restricted
Subsidiaries), which property has been or is to be sold or transferred by the
Issuer or such Restricted Subsidiary to such Person with the intention of taking
back a lease on such property (a "sale and leaseback transaction") unless the
net proceeds of such sale or transfer shall be at least equal to the fair value
of such property as determined by resolution adopted by the Board of Directors
and either:
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<PAGE> 189
(i) the Issuer or such Restricted Subsidiary would be entitled,
pursuant to the provisions of subsection (a) of this Section, to issue or
assume Debt secured by a Mortgage on such property at least equal in amount
to the Attributable Debt in respect of such sale and leaseback transaction
without equally and ratably securing the Securities; or
(ii) since the date hereof and within a period commencing twelve
months prior to the consummation of such sale and leaseback transaction and
ending twelve months after the consummation of such sale and leaseback
transaction the Issuer or such Restricted Subsidiary, as the case may be,
has expended or will expend, or a combination of both, for facilities
comprising all or a part of a Principal Manufacturing Property an amount
equal to (A) the net proceeds of such sale and leaseback transaction and
the Issuer elects to designate such amount as a credit against such sale
and leaseback transaction or (B) a part of the net proceeds of such sale
and leaseback transaction and the Issuer elects to designate such amount as
a credit against such sale and leaseback transaction and applies an amount
equal to the remainder of the net proceeds as provided in clause (iii)
hereof; or
(iii) such sale and leaseback transactions do not come within the
exceptions provided in clause (i) hereof and the Issuer does not make the
election permitted by clause (ii) hereof or makes such election only as to
part of such net proceeds, in either which event the Issuer will, within
180 days after such sale and leaseback transaction, apply an amount equal
to the Attributable Debt in respect of such sale and leaseback transaction
(less an amount equal to the amount, if any, elected under clause (ii)
hereof to the retirement (other than any mandatory retirement or by way of
payment at maturity) of Debt with a maturity of greater than one year of
the Issuer or any Restricted Subsidiary (other than Debt of the Issuer to
any Restricted Subsidiary or of any Restricted Subsidiary to the Issuer or
another Restricted Subsidiary).
(d) Notwithstanding the provisions of paragraph (c) of this Section, the
Issuer and any Restricted Subsidiary may enter into sale and leaseback
transactions in addition to those permitted by paragraph (c) of this Section and
without any obligation to make expenditures for facilities comprising a part or
all of a Principal manufacturing Property or to retire any Debt, provided that
at the time of entering into such sale and leaseback transaction and after
giving effect thereto, Exempted Debt does not exceed 15% of Consolidated Net
Tangible Assets.]
SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY
EXCEPT UNDER CERTAIN CONDITIONS.
[ADD: Intentionally Deleted by Amendment]
[DELETE: The Issuer covenants that it will not merge or consolidate with
any other Person or sell, lease or convey all or substantially all of its assets
to any other Person, unless (i) either the Issuer shall be the continuing
corporation, or the successor corporation or the Person which acquires by sale,
lease or conveyance substantially all the assets of the Issuer (if other than
the Issuer) shall be a corporation organized under the laws of the United States
of America or any State thereof or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities and Coupons, if any, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Issuer, such Person or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.]
SECTION 9.2. SUCCESSOR CORPORATION SUBSTITUTED.
[ADD: Intentionally Deleted by Amendment]
[DELETE: In case of any such consolidation, merger, sale, lease or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein. Such successor corporation may
cause to
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<PAGE> 190
be signed, and may issue either in its own name or in the name of the Issuer
prior to such succession any or all of the Securities issuable hereunder which
together with any Coupons appertaining thereto theretofore shall not have been
signed by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities together with any Coupons
appertaining thereto which previously shall have been signed and delivered by
the officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued
together with any Coupons appertaining thereto shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities and Coupons thereafter to be issued as may be appropriate.
In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.]
SECTION 9.3. OPINION OF COUNSEL DELIVERED TO TRUSTEE.
[ADD: Intentionally Deleted by Amendment]
[DELETE: The Trustee, subject to the provisions of Section 6.1 and 6.2, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.]
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<PAGE> 191
THE DEALER MANAGERS FOR THE EXCHANGE OFFERS ARE
<TABLE>
<S> <C>
MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON
1585 Broadway, Second Floor Eleven Madison Avenue
New York, NY 10036 New York, NY 10010
Attn: Liability Management Group Attn: Liability Management Group
(800) 624-1808 800-820-1653
</TABLE>
Any questions concerning the terms of the exchange offers may be directed to
the dealer managers.
THE INFORMATION AGENT FOR THE EXCHANGE OFFERS IS
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800)223-2064
Any questions concerning tender procedures or requests for additional copies of
this
document may be directed to the information agent.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFERS IS
THE CHASE MANHATTAN BANK
<TABLE>
<S> <C> <C>
By Hand: By Registered Mail: By Overnight Delivery:
Corporate Trust Securities Window The Chase Manhattan Bank The Chase Manhattan Bank
55 Water Street Money Market Operations Money Market Operations
Room 234 55 Water Street 55 Water Street
North Building Room 234 Room 234
New York, NY 10041 North Building North Building
Attn: Carlos Esteves New York, NY 10041 New York, NY 10041
Attn: Carlos Esteves Attn: Carlos Esteves
</TABLE>
By Facsimile:
(212) 638-7380 or (212) 638-7381
Confirm by Telephone:
(212) 638-0828
UNTIL , 1999, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE> 192
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
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<PAGE> 193
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>
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<PAGE> 194
<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 Form of Indenture 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).
5 Opinion of Jenner & Block.*
8 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 Form of Transition Services Agreement by and between Tenneco
Inc. and Tenneco Packaging Inc.*
10.4 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).
10.5 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.**
10.6 Form of Trademark Transition License Agreement by and
between Tenneco Inc. and Tenneco Packaging Inc.
(incorporated herein by reference to Exhibit 10.4 to Tenneco
Packaging Inc.'s Registration Statement on Form 10, File No.
1-15157).
10.8 Form of Tenneco Packaging Inc. Executive Incentive
Compensation Plan, to be adopted in connection with the
spin-off (incorporated herein by reference to Exhibit 10.6
to Tenneco Packaging Inc.'s Registration Statement on Form
10, File No. 1-15157).
10.9 Form of Tenneco Packaging Inc. Supplemental Executive
Retirement Plan, to be adopted in connection with the
spin-off (incorporated herein by reference to Exhibit 10.7
to Tenneco Packaging Inc.'s Registration Statement on Form
10, File No. 1-15157).
10.10 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 10.8 to Tenneco Packaging Inc.'s Registration
Statement on Form 10, File No. 1-15157).
10.11 Form of Tenneco Packaging Inc. Rabbi Trust II, to be adopted
in connection with the spin-off.*
</TABLE>
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<PAGE> 195
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.12 Form of Tenneco Packaging Inc. Stock Ownership Plan, 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 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 of Tenneco Inc.'s Form 10, File No. 1-12387).
10.14 Form of Tenneco Packaging Inc. Rabbi Trust, to be adopted in
connection with the spin-off (incorporated herein by
reference to Exhibit 10.12 to Tenneco Packaging Inc.'s
Registration Statement on Form 10, File No. 1-15157).
10.15 Form of Tenneco Packaging Inc. Deferred Compensation Plan,
to be adopted in connection with the spin-off (incorporated
herein by reference to Exhibit 10.9 to Tenneco Packaging
Inc.'s Registration Statement on Form 10, File No. 1-15157).
10.16(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 from Exhibit 10.30 of
Tenneco Inc.'s Current Report on Form 8-K dated April 12,
1999, File No. 1-12387).
10.16(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 from Exhibit 10.31 of
Tenneco Inc.'s Current Report on Form 8-K dated April 12,
1999, File No. 1-12387).
10.17 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 from Exhibit 10.32 of Tenneco Inc.'s Current
Report on Form 8-K dated April 12, 1999, File No. 1-12387).
10.18 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 from Exhibit 10.33 of Tenneco Inc.'s
Current Report on Form 8-K dated April 12, 1999, File No.
1-12387).
10.19 Form of Insurance Agreement by and between Tenneco Inc. and
Tenneco Packaging Inc.*
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 from Exhibit 12.2 of
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 from 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.**
</TABLE>
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<PAGE> 196
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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 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
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<PAGE> 197
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> 198
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 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 17th day of September, 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. 2 to the Registration Statement has been signed by the following persons in
the capacities indicated on September 17, 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>
II-7
<PAGE> 1
EXHIBIT 2
================================================================================
DISTRIBUTION AGREEMENT
BETWEEN
TENNECO INC.
(TO BE RENAMED TENNECO AUTOMOTIVE INC.)
AND
----------------
(FORMERLY TENNECO PACKAGING INC.)
, 1999
----------
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
ARTICLE I
DEFINITIONS............................................................................................-1-
SECTION 1.01. GENERAL........................................................................-1-
SECTION 1.02. REFERENCES....................................................................-15-
ARTICLE II
PRE-DISTRIBUTION TRANSACTIONS;
CERTAIN COVENANTS.....................................................................................-15-
SECTION 2.01. CORPORATE RESTRUCTURING TRANSACTIONS..........................................-15-
SECTION 2.02. PRE-DISTRIBUTION STOCK DIVIDEND TO TENNECO....................................-16-
SECTION 2.03. CERTIFICATE OF INCORPORATION AND BYLAWS OF PACKAGING..........................-16-
SECTION 2.04. ELECTION OF DIRECTORS OF PACKAGING............................................-16-
SECTION 2.05. TRANSFER AND ASSIGNMENT OF CERTAIN LICENSES AND
PERMITS......................................................................................-16-
SECTION 2.06. TRANSFER AND ASSIGNMENT OF CERTAIN AGREEMENTS.................................-17-
SECTION 2.07. OTHER TRANSACTIONS............................................................-18-
SECTION 2.08. ELECTION OF OFFICERS..........................................................-18-
SECTION 2.09. PACKAGING REGISTRATION STATEMENT..............................................-19-
SECTION 2.10. STATE SECURITIES LAWS.........................................................-19-
SECTION 2.11. LISTING APPLICATION...........................................................-19-
SECTION 2.12. CERTAIN FINANCIAL AND OTHER ARRANGEMENTS......................................-19-
SECTION 2.13. DIRECTOR, OFFICER AND EMPLOYEE RESIGNATIONS...................................-20-
SECTION 2.14. TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION; TRANSFERS
DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE.................................................-20-
SECTION 2.15. ANCILLARY AGREEMENTS..........................................................-21-
SECTION 2.16. DEBT REALIGNMENT..............................................................-21-
ARTICLE III
THE DISTRIBUTION......................................................................................-21-
SECTION 3.01. TENNECO ACTION PRIOR TO THE DISTRIBUTION......................................-21-
SECTION 3.02. THE DISTRIBUTION..............................................................-22-
ARTICLE IV
CONDITIONS TO THE DISTRIBUTION........................................................................-22-
SECTION 4.01. CONDITIONS PRECEDENT TO THE DISTRIBUTION......................................-22-
SECTION 4.02. NO CONSTRAINT.................................................................-24-
SECTION 4.03. DEFERRAL OF DISTRIBUTION DATE.................................................-24-
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
SECTION 4.04. PUBLIC NOTICE OF DEFERRED DISTRIBUTION DATE...................................-24-
ARTICLE V
COVENANTS.............................................................................................-25-
SECTION 5.01. FURTHER ASSURANCES............................................................-25-
SECTION 5.02. TENNECO NAME..................................................................-25-
SECTION 5.03. SUPPLIES AND DOCUMENTS........................................................-25-
SECTION 5.04. ASSUMPTION AND SATISFACTION OF LIABILITIES....................................-25-
SECTION 5.05. NO REPRESENTATIONS OR WARRANTIES; CONSENTS....................................-26-
SECTION 5.06. REMOVAL OF CERTAIN GUARANTEES.................................................-27-
SECTION 5.07. PUBLIC ANNOUNCEMENTS..........................................................-27-
SECTION 5.08. INTERCOMPANY AGREEMENTS.......................................................-28-
SECTION 5.09. TAX MATTERS...................................................................-28-
SECTION 5.10. 1996 AGREEMENTS...............................................................-28-
ARTICLE VI
ACCESS TO INFORMATION.................................................................................-29-
SECTION 6.01. PROVISION, TRANSFER AND DELIVERY OF APPLICABLE CORPORATE
RECORDS......................................................................................-29-
SECTION 6.02. ACCESS TO INFORMATION.........................................................-29-
SECTION 6.03. REIMBURSEMENTS, OTHER MATTERS.................................................-30-
SECTION 6.04. CONFIDENTIALITY...............................................................-30-
SECTION 6.05. WITNESS SERVICES..............................................................-31-
SECTION 6.06. RETENTION OF RECORDS..........................................................-31-
SECTION 6.07. PRIVILEGED MATTERS............................................................-32-
ARTICLE VII
INDEMNIFICATION.......................................................................................-33-
SECTION 7.01. INDEMNIFICATION BY TENNECO....................................................-33-
SECTION 7.02. INDEMNIFICATION BY PACKAGING..................................................-33-
SECTION 7.03. NO INDEMNIFICATION IN RESPECT OF INDEMNITEE'S
INVESTMENT...................................................................................-33-
SECTION 7.04. LIMITATIONS ON INDEMNIFICATION OBLIGATIONS....................................-34-
SECTION 7.05. PROCEDURES FOR INDEMNIFICATION................................................-35-
SECTION 7.06. INDEMNIFICATION PAYMENTS......................................................-38-
SECTION 7.07. OTHER ADJUSTMENTS.............................................................-38-
SECTION 7.08. OBLIGATIONS ABSOLUTE..........................................................-39-
SECTION 7.09. SURVIVAL OF INDEMNITIES.......................................................-39-
SECTION 7.10. REMEDIES CUMULATIVE...........................................................-39-
SECTION 7.11. COOPERATION OF THE PARTIES WITH RESPECT TO ACTIONS AND THIRD
PARTY CLAIMS.................................................................................-39-
SECTION 7.12. CONTRIBUTION..................................................................-40-
SECTION 7.13. PROCEDURES WITH RESPECT TO TRANSACTION LIABILITIES............................-40-
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
ARTICLE VIII
MISCELLANEOUS.........................................................................................-41-
SECTION 8.01. COMPLETE AGREEMENT, CONSTRUCTION..............................................-41-
SECTION 8.02. ANCILLARY AGREEMENTS..........................................................-41-
SECTION 8.03. COUNTERPARTS..................................................................-42-
SECTION 8.04. SURVIVAL OF AGREEMENTS........................................................-42-
SECTION 8.05. RESPONSIBILITY FOR EXPENSES...................................................-42-
SECTION 8.06. NOTICES.......................................................................-42-
SECTION 8.07. WAIVERS.......................................................................-42-
SECTION 8.08. AMENDMENTS....................................................................-42-
SECTION 8.09. ASSIGNMENT....................................................................-42-
SECTION 8.10. SUCCESSORS AND ASSIGNS........................................................-43-
SECTION 8.11. TERMINATION...................................................................-43-
SECTION 8.12. THIRD PARTY BENEFICIARIES.....................................................-43-
SECTION 8.13. ATTORNEY FEES.................................................................-43-
SECTION 8.14. TITLE AND HEADINGS............................................................-43-
SECTION 8.15. EXHIBITS AND SCHEDULES........................................................-43-
SECTION 8.16. SPECIFIC PERFORMANCE..........................................................-43-
SECTION 8.17. GOVERNING LAW.................................................................-43-
SECTION 8.18. SEVERABILITY..................................................................-44-
SECTION 8.19. SUBSIDIARIES..................................................................-44-
</TABLE>
<PAGE> 5
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
A AUTOMOTIVE BUSINESS PRO FORMA BALANCE SHEET
B AUTOMOTIVE SUBSIDIARIES
C CORPORATE RESTRUCTURING TRANSACTIONS
D DEBT REALIGNMENT PLAN
E FORM OF HUMAN RESOURCES AGREEMENT
F PACKAGING BUSINESS PRO FORMA BALANCE SHEET
G PACKAGING SUBSIDIARIES
H FORM OF TAX SHARING AGREEMENT
I SHARED AGREEMENTS
J EXCEPTIONS TO RESIGNATIONS OF COMMON DIRECTORS, OFFICERS AND EMPLOYEES
K FORM OF TRANSITION TRADEMARK LICENSE
</TABLE>
<PAGE> 6
J&B DRAFT
SEPTEMBER 16, 1999(P.M.)
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into as of
_____________, 1999 by and between Tenneco Inc., a Delaware corporation to be
renamed Tenneco Automotive Inc. ("TENNECO"), and _____________, a Delaware
corporation formerly known as Tenneco Packaging Inc. ("PACKAGING").
R E C I T A L S
WHEREAS, the Board of Directors of Tenneco has deemed it appropriate
and advisable to:
(a) separate and divide the existing businesses of Tenneco so
that (i) Packaging and its subsidiaries shall own, directly or
indirectly, the Packaging Business (as defined below), and (ii) Tenneco
and its remaining subsidiaries shall own, directly or indirectly, the
Automotive Business (as defined below);
(b) distribute, following consummation of such separation and
division as a dividend to the holders of shares of common stock, par
value $.01 per share, of Tenneco (the "TENNECO COMMON STOCK") all of
the outstanding shares of common stock, $.01 par value, of Packaging
(the "PACKAGING COMMON STOCK"); and
(c) change the name of Tenneco Inc. to Tenneco Automotive
Inc. upon consummation of the transaction; and
WHEREAS, each of Tenneco and Packaging has determined that it is
necessary and desirable to set forth the principal corporate transactions
required to effect such separation, division and distribution and to set forth
other agreements that will govern certain other matters prior to and following
such separation, division and distribution.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. GENERAL. Unless otherwise defined herein or unless the
context otherwise requires, the following terms will have the meanings set forth
or referenced below (such meanings to be equally applicable to both the singular
and plural forms of the terms defined).
"ACTION" means any action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority or
any arbitration tribunal.
TENNECO DISTRIBUTION AGREEMENT
<PAGE> 7
"AFFILIATE" means, when used with respect to a specified
Person, another Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control
with the Person specified. For the purpose of this definition,
"control" means (i) the ownership or control of more than 50% of the
equity interest in any Person, or (ii) the ability to direct or cause
the direction of the management or affairs of a Person, whether through
the direct or indirect ownership of voting interests, by contract or
otherwise.
"AGENT" means First Chicago Trust Company of New York, or such
other trust company or bank designated by Tenneco and Packaging, who
shall act as agent for the holders of Tenneco Common Stock in
connection with the Distribution.
"AGREEMENT" means this Distribution Agreement by and between
Tenneco and Packaging, including any amendments hereto and each
Schedule and Exhibit attached hereto.
"ANCILLARY AGREEMENTS" means all of the written agreements,
instruments, understandings, assignments or other arrangements (other
than this Agreement) entered into by either of the parties hereto or
any other member of its respective Group in connection with the
Corporate Restructuring Transactions, the Distribution and the other
transactions contemplated hereby or thereby, including, without
limitation, the following:
(i) the Conveyancing and Assumption Instruments;
(ii) the Human Resources Agreement;
(iii) the Tax Sharing Agreement;
(iv) the Insurance Agreement;
(v) the Transition Services Agreement; and
(vi) the Transition Trademark License.
"AUTOMOTIVE ASSETS" means, collectively, all of the rights and
assets owned by Tenneco or any of its Subsidiaries as of the close of
business on the Distribution Date, including:
(i) the capital stock of the Automotive
Subsidiaries;
(ii) all of the assets included on the Automotive
Business Pro Forma Balance Sheet which are owned by Tenneco or
any of its Subsidiaries as of the close of business on the
Distribution Date;
-2- TENNECO DISTRIBUTION AGREEMENT
<PAGE> 8
(iii) all of the assets and rights expressly
allocated to Tenneco or any of the Automotive Subsidiaries
under this Agreement or any of the Ancillary Agreements;
(iv) any other asset acquired by Tenneco or any of
its Subsidiaries from the date of the Automotive Business Pro
Forma Balance Sheet to the close of business on the
Distribution Date that is owned by Tenneco or one of its
Subsidiaries as of the close of business on the Distribution
Date and that is of a type or nature that would have resulted
in such asset being included as an asset on the Automotive
Business Pro Forma Balance Sheet had it been acquired on or
prior to the date of the Automotive Business Pro Forma Balance
Sheet, determined on a basis consistent with the determination
of assets included on the Automotive Business Pro Forma
Balance Sheet; and
(v) Tenneco Trademarks and Trade Names;
provided, however, that notwithstanding the foregoing, the Automotive
Assets shall not include the Packaging Assets or the capital stock of
Packaging.
"AUTOMOTIVE BUSINESS" means the businesses (other than the
Packaging Business or Prior Packaging Business) that, after giving
effect to the Corporate Restructuring Transactions, are or were
conducted by:
(i) Tenneco, the Automotive Subsidiaries or any of
the other members of the Automotive Group;
(ii) any other division, Subsidiary or investment of
Tenneco, or any Automotive Subsidiary or any of the other
members of the Automotive Group managed or operated or in
existence as of the date of this Agreement or any prior time,
unless such other division, Subsidiary or investment is
expressly included in the Packaging Group immediately after
giving effect to the Corporate Restructuring Transactions; or
(iii) any business entity acquired or established by
or for Tenneco or any of the Automotive Subsidiaries between
the date of the Automotive Pro Forma Balance Sheet and the
close of business on the Distribution Date that is engaged in,
or intends to engage in, any business that is of a type or
nature that would have resulted in such business being
included either as a Subsidiary or an asset of Tenneco on the
Automotive Business Pro Forma Balance Sheet had it been
acquired or established on or prior to the date of the
Automotive Business Pro Forma Balance Sheet, determined on a
basis consistent with the determination of the Subsidiaries
and assets included on the Automotive Business Pro Forma
Balance Sheet.
"AUTOMOTIVE BUSINESS PRO FORMA BALANCE SHEET" means the
column entitled "Consolidated Tenneco Pro Forma" on the Tenneco
Unaudited Pro Forma Consolidated
-3- TENNECO DISTRIBUTION AGREEMENT
<PAGE> 9
Balance Sheet (prepared in accordance with GAAP) as of June 30, 1999
attached hereto as Exhibit A, other than any amounts reflected in that
column for the line items titled "Short- term debt (including current
maturities on long-term debt)" and "Long-term debt." The parties agree
that the liabilities of each party and its respective Subsidiaries for
indebtedness for borrowed money shall be determined pursuant to the
Debt Realignment.
"AUTOMOTIVE GROUP" means Tenneco, the Automotive Subsidiaries
and, after giving effect to the Corporate Restructuring Transactions
and the Distribution, the corporations, partnerships, joint ventures,
investments and other entities that represent equity investments of
Tenneco or any of the Automotive Subsidiaries.
"AUTOMOTIVE INDEMNITEE" means:
(i) Tenneco, the Automotive Subsidiaries and each
Affiliate thereof after giving effect to the Corporate
Restructuring Transactions and the Distribution; and
(ii) each of the respective past, present and future
directors, officers, employees and agents of any of the
entities described in the immediately preceding clause (i) and
each of the heirs, executors, successors and assigns of such
directors, officers, employees and agents.
"AUTOMOTIVE LIABILITIES" means, collectively, all of the
following Liabilities other than Transaction Liabilities:
(i) all of the Liabilities included on the
Automotive Business Pro Forma Balance Sheet which remain
outstanding as of the close of business on the Distribution
Date;
(ii) all of the Liabilities which are incurred or
which otherwise accrue or are accrued at any time on, prior
to, or after the date of the Automotive Business Pro Forma
Balance Sheet and which arise or arose out of, or in
connection with, the Automotive Assets, Automotive Business or
Prior Automotive Business, determined on a basis consistent
with the determination of the Liabilities of Tenneco which are
included on the Automotive Business Pro Forma Balance Sheet;
(iii) all of the Liabilities of Tenneco, each
Automotive Subsidiary and each member of the Automotive Group
under, or to be retained or assumed by Tenneco, any Automotive
Subsidiary or any other member of the Automotive Group
pursuant to, the Corporate Restructuring Transactions, the
Debt Realignment, this Agreement (including, without
limitation, the liabilities arising from the matters allocated
to it in the Litigation Letter) or any of the Ancillary
Agreements;
(iv) all of the Liabilities of the parties hereto or
their respective Subsidiaries (whenever arising whether prior
to, on or following the Distribution Date) arising out of or
in connection with or otherwise relating to the management
TENNECO DISTRIBUTION AGREEMENT
-4-
<PAGE> 10
or conduct before or after the Distribution Date of the
Automotive Business or any Prior Automotive Business;
(v) all Automotive Securities Liabilities and
Tenneco Securities Liabilities; and
(vi) all other Liabilities of Tenneco, of each
Automotive Subsidiary and of each of member of the Automotive
Group which do not constitute Packaging Liabilities.
"AUTOMOTIVE RECORDS" has the meaning ascribed to such term in
Section 6.01(c) hereof.
"AUTOMOTIVE SECURITIES LIABILITIES" means any and all
Securities Liabilities, other than Transaction Securities Liabilities,
of Tenneco or any entity that was or is a Subsidiary of Tenneco on or
before the Distribution Date arising out of, or in connection with, or
relating to any information, data (financial or otherwise, and
including pro forma financial data) or disclosures (or any omissions of
information, data or disclosures) provided, made or omitted (or alleged
to have been provided, made or omitted) on or prior to the Distribution
Date to the extent relating to or concerning the business, operations,
financial or other results, prospects, plans, potential risks,
financing or management of the Prior Automotive Business, Automotive
Business, Automotive Assets or Automotive Group before or after the
Distribution irrespective of (A) who authored, prepared or provided
such information, data or disclosures (or, as the case may be, the
section or discussion in which certain information, data or disclosure
is alleged to have been omitted), or (B) the form in which, or medium
through which (e.g., in writing, orally, electronically, etc.), such
information, data, disclosure, section or discussion was provided.
"AUTOMOTIVE SUBSIDIARIES" means the Subsidiaries of Tenneco
set forth on Exhibit B hereto and all other Subsidiaries of Tenneco
other than Packaging and the Packaging Subsidiaries.
"BOOKS AND RECORDS" means all books, records, manuals,
agreements and other materials (in any form or medium), including
without limitation, all mortgages, licenses, indentures, contracts,
financial data, customer lists, marketing materials and studies,
advertising materials, price lists, correspondence, distribution lists,
supplier lists, production data, sales and promotional materials and
records, purchasing materials and records, personnel records,
manufacturing and quality control records and procedures, blue prints,
research and development files, records, data and laboratory books,
accounts records, sales order files, litigation files, computer files,
computer disks and tapes, microfiche, tape recordings and photographs.
"CODE" means the Internal Revenue Code of 1986, as amended,
or any successor law.
"COMMISSION" means the United States Securities and Exchange
Commission.
TENNECO DISTRIBUTION AGREEMENT
-5-
<PAGE> 11
"CONSENTS" has the meaning ascribed to such term in Section
5.05(d) hereof.
"CONVEYANCING AND ASSUMPTION INSTRUMENTS" means collectively,
the various written agreements, instruments and other documents to be
entered into to effect the Corporate Restructuring Transactions or to
otherwise effect the transfer of assets and the assumption of
Liabilities in the manner contemplated by this Agreement, the Ancillary
Agreements and the Corporate Restructuring Transactions.
"CORPORATE RESTRUCTURING TRANSACTIONS" means, collectively,
(i) each of the distributions, transfers, conveyances, contributions,
assignments and other transactions described and set forth on Exhibit C
hereto, and (ii) such other distributions, transfers, conveyances,
contributions, assignments and other transactions that may be required
to be accomplished, effected or consummated by any of Tenneco,
Packaging or any of their respective divisions, investments,
Subsidiaries or Affiliates in order to separate and divide, in a series
of transactions that, to the extent intended to qualify for tax-free
transactions under the Code, shall qualify for tax-free treatment under
the Code, the existing businesses of Tenneco so that, except as
otherwise expressly set forth on Exhibit C hereto:
(i) the Packaging Assets shall be owned, directly
and indirectly, by Packaging; and
(ii) the businesses and assets of Tenneco that remain
after the separations and divisions described in clause (i)
above, including, without limitation, the Automotive Assets
are, after giving effect to the Distribution, owned, directly
and indirectly, by Tenneco.
"DEBT REALIGNMENT" means the repayment, realignment,
refinancing, exchange and/or modification of the consolidated
indebtedness of Tenneco, as described in Exhibit D attached hereto.
"DGCL" means the General Corporation Law of the State of
Delaware.
"DISTRIBUTION" means the distribution on the Distribution Date
as a dividend to holders of record of shares of Tenneco Common Stock as
of the Distribution Record Date of all of the outstanding Packaging
Common Stock owned by Tenneco on the basis provided in Section 3.02
hereof.
"DISTRIBUTION DATE" means such date as may hereafter be
determined by Tenneco's Board of Directors as the date on which the
Distribution shall be effected.
"DISTRIBUTION RECORD DATE" means the close of business on the
date determined by the Board of Directors of Tenneco for the purpose of
determining the holders of record of Tenneco Common Stock entitled to
participate in the Distribution.
TENNECO DISTRIBUTION AGREEMENT
-6-
<PAGE> 12
"ENVIRONMENTAL LAWS" means any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or other Governmental restrictions (including without
limitation the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in
existence, relating to the environment, natural resources or human
health and safety or endangered or threatened species of fish, wildlife
and plants or to emissions, discharges or releases of pollutants,
contaminants, petroleum or petroleum products, chemicals or industrial,
toxic or hazardous substances or wastes into the environment including,
without limitation, ambient air, surface water, ground water or land,
or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollutants,
contaminants, petroleum or petroleum products, chemicals, or
industrial, toxic or hazardous substances or wastes or the cleanup or
other remediation thereof
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"GAAP" means United States generally accepted accounting
principles and practices, as in effect on the date of this Agreement,
as promulgated by the Financial Accounting Standards Board and its
predecessors.
"GOVERNMENTAL AUTHORITY" means any government or any agency,
bureau, board, commission, court, department, official, political
subdivision, tribunal or other instrumentality of any government,
whether federal, state or local, domestic or foreign.
"GROUP" means (i) with respect to Tenneco, the Automotive
Group, and (ii) with respect to Packaging, the Packaging Group.
"HUMAN RESOURCES AGREEMENT" means the Human Resources
Agreement by and between Tenneco and Packaging, which agreement shall
be entered into on or prior to the Distribution Date in substantially
the form attached hereto as Exhibit E.
"INDEMNIFIABLE LOSSES" means, with respect to any Person, any
and all losses, liabilities, penalties, claims, damages, demands, costs
and expenses (including, without limitation, reasonable attorneys'
fees, investigation expenses and any and all other out-of-pocket
expenses, but excluding any punitive or consequential damages) or other
Liabilities whatsoever that are assessed, imposed, awarded against,
incurred or accrued by such Person either (a) in investigating,
preparing for, defending against or otherwise arising out of or in
connection with any Actions, any potential or threatened Actions or any
Third Party Claims for which such Person would be entitled to
indemnification under Article VII hereof, or (b) in respect of any
other event, occurrence or matter for which such Person would be
entitled to indemnification under Article VII hereof, in each case
whether accrued or incurred on, before or after the date of this
Agreement.
"INDEMNIFYING PARTY" has the meaning ascribed to such term in
Section 7.04(a) hereof.
TENNECO DISTRIBUTION AGREEMENT
-7-
<PAGE> 13
"INDEMNITEE" has the meaning ascribed to such term in Section
7.04(a) hereof.
"INSURANCE AGREEMENT" means the Insurance Agreement by and
between Tenneco and Packaging, which agreement shall be entered into on
or prior to the Distribution Date and which shall provide for the
separation and administration of existing insurance programs and the
purchase of "run-off" policies for fiduciaries and directors and
officers.
"INSURANCE PROCEEDS" means, with respect to any insured party,
those monies, net of any applicable premium adjustment
retrospectively-rated premium, deductible, retention or cost of reserve
paid or held by or for the benefit of such insured, which are either:
(i) received by an insured from an insurance
carrier; or
(ii) paid by an insurance carrier on behalf of an
insured.
"LAW" means any constitutional provision, statute, law,
ordinance, rule, regulation, permit, decree, injunction, order,
ruling, determination, finding or writ of any Governmental Authority.
"LIABILITIES" means any and all debts, liabilities,
obligations, responsibilities, response actions, losses, damages
(whether compensatory, punitive or statutory), fines, penalties and
sanctions, absolute or contingent, matured or unmatured, liquidated or
unliquidated, foreseen or unforeseen, joint, several or individual,
asserted or unasserted, accrued or unaccrued, known or unknown,
whenever arising, including, without limitation, those arising under or
in connection with any Law (including any Environmental Law), Action,
threatened Action, order or consent decree of any Governmental
Authority or any award of any arbitration tribunal, and those arising
under any contract, guarantee, commitment or undertaking, whether
sought to be imposed by a Governmental Authority, private party or
party to this Agreement, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute, or
otherwise, and including any costs, expenses, interest, attorneys'
fees, disbursements and expense of counsel, expert and consulting fees
and costs related thereto or to the investigation or defense thereof.
"LITIGATION LETTER" means the letter agreement between Tenneco
and Packaging relating to the notice and defense of existing Third
Party Claims.
"NYSE" means the New York Stock Exchange.
"PACKAGING ASSETS" means, collectively, all of the following
rights and assets that are owned by Tenneco or any of its Subsidiaries
as of the close of business on the Distribution Date:
(i) the capital stock of the Packaging
Subsidiaries;
TENNECO DISTRIBUTION AGREEMENT
-8-
<PAGE> 14
(ii) all of the assets included on the Packaging
Business Pro Forma Balance Sheet that are owned by Tenneco or
any of its Subsidiaries as of the close of business on the
Distribution Date;
(iii) all of the assets and rights expressly
allocated to Packaging or any Packaging Subsidiary under this
Agreement, the Contribution Agreement or any of the Ancillary
Agreements; and
(iv) any other asset acquired by Tenneco or any of
its Subsidiaries from the date of the Packaging Business Pro
Forma Balance Sheet or to the close of business on the
Distribution Date that is owned by Tenneco or any of its
Subsidiaries as of the close of business on the Distribution
Date and that is of a type or nature that would have resulted
in such asset being included as an asset on the Packaging
Business Pro Forma Balance Sheet had it been acquired on or
prior to the date thereof, determined on a basis consistent
with the determination of the assets included on the Packaging
Business Pro Forma Balance Sheet.
"PACKAGING BUSINESS" means the businesses that, after giving
effect to the Corporate Restructuring Transactions, are or were
conducted by:
(i) Packaging, the Packaging Subsidiaries or any
of the other members of the Packaging Group; or
(ii) any business entity acquired or established by
or for Tenneco, Packaging or any of the Packaging Subsidiaries
between the date of this Agreement and the close of business
on the Distribution Date that is engaged in, or intends to
engage in, any business that is of a type or nature that would
have resulted in such business being included either as a
Subsidiary or an asset on the Packaging Business Pro Forma
Balance Sheet, had it been acquired or established on or prior
to the date thereof, determined on a basis consistent with the
determination of the Subsidiaries and assets included on the
Packaging Business Pro Forma Balance Sheet.
"PACKAGING BUSINESS PRO FORMA BALANCE SHEET" means the column
entitled "Packaging Pro Forma Combined" on the Packaging Unaudited Pro
Forma Combined Balance Sheet (prepared in accordance with GAAP) as of
June 30, 1999 attached hereto as Exhibit F other than any amounts
reflected in that column for the line items titled "Short- term debt"
and "Long-term debt". The parties agree that the liabilities of each
party and its respective Subsidiaries for indebtedness for borrowed
money shall be determined pursuant to the Debt Realignment.
"PACKAGING COMMON STOCK" has the meaning ascribed to such term
in the Recitals to this Agreement.
"PACKAGING" has the meaning ascribed to such term in the
Recitals to this Agreement.
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"PACKAGING GROUP" means Packaging, the Packaging Subsidiaries
and, after giving effect to the Corporate Restructuring Transactions
and the Distribution, the corporations, partnerships, joint ventures,
investments and other entities that represent equity investments of any
of Packaging or any of the Packaging Subsidiaries.
"PACKAGING INDEMNITEES" means:
(i) Packaging, the Packaging Subsidiaries and each
Affiliate thereof after giving effect to the Corporate
Restructuring Transactions and the Distribution; and
(ii) each of the respective past, present and future
directors, officers, employees and agents of any of the
entities described in the immediately preceding clause (i) and
each of the heirs, executors, successors and assigns of any of
such directors, officers, employees and agents.
"PACKAGING INFORMATION STATEMENT" means the information
statement or registration statement relating to Packaging and the
transactions contemplated hereby to be distributed to holders of
Tenneco Common Stock pursuant to the terms of this Agreement.
"PACKAGING LIABILITIES" means, collectively, all of the
following Liabilities other than Transaction Liabilities:
(i) all of the Liabilities included on the Packaging
Business Pro Forma Balance Sheet which remain outstanding as
of the close of business on the Distribution Date;
(ii) all of the Liabilities which are incurred or
which otherwise accrue or are accrued at any time on, prior to
or after the date of the Packaging Business Pro Forma Balance
Sheet, and which arise or arose out of, or in connection with
the Packaging Assets, Packaging Business or Prior Packaging
Business, determined on a basis consistent with the
determination of Liabilities of Packaging on the Packaging
Business Pro Forma Balance Sheet;
(iii) all of the Liabilities of Packaging, each
Packaging Subsidiary or any other member of the Packaging
Group under, or to be retained or assumed by Packaging, any
Packaging Subsidiary or any of the other members of the
Packaging Group pursuant to the Corporate Restructuring
Transactions, the Debt Realignment, this Agreement (including,
without limitation, the liabilities arising from the matters
allocated to it in the Litigation Letter) or any of the
Ancillary Agreements;
(iv) all of the Liabilities of the parties hereto or
their respective Subsidiaries (whenever arising whether prior
to, at or following the Distribution Date) arising out of or
in connection with or otherwise relating to the management or
conduct before or after the Distribution Date of the Packaging
Business or Prior Packaging Business;
TENNECO DISTRIBUTION AGREEMENT
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(v) the Packaging Securities Liabilities; and
(vi) all other Liabilities of Packaging, of each
Packaging subsidiary and of each member of the Packaging Group
that are not expressly included in clauses (i) through (v) of
the definition of Automotive Liabilities.
"PACKAGING RECORDS" has the meaning ascribed to such term in
Section 6.01(a) hereof.
"PACKAGING REGISTRATION STATEMENT" means the Registration
Statement on Form 10 to be filed with the Commission pursuant to the
requirements of Section 12 of the Exchange Act and the rules and
regulations thereunder in order to register the Packaging Common Stock
under Section 12(b) of the Exchange Act.
"PACKAGING SECURITIES LIABILITIES" means any and all
Securities Liabilities, other than Transaction Securities Liabilities,
of Tenneco or any entity that was or is a Subsidiary of Tenneco on or
prior to the Distribution Date arising out of, or in connection with,
or relating to any information, data (financial or otherwise, and
including pro forma financial data) or disclosures (or any omissions of
information, data or disclosures) provided, made or omitted (or alleged
to have been provided, made or omitted) on or prior to the Distribution
Date to the extent relating to or concerning the business, operations,
financial or other results, prospects, plans, potential risks,
financing or management of the Prior Packaging Business, Packaging
Business, Packaging Assets or Packaging Group before or after the
Distribution irrespective of (A) who authored, prepared or provided
such information, data or disclosures (or, as the case may be, the
section or discussion in which certain information, data or disclosure
is alleged to have been omitted), or (B) the form in which, or medium
through which (e.g., in writing, orally, electronically, etc.), such
information, data, disclosure, section or discussion was provided.
"PACKAGING SUBSIDIARIES" means the Subsidiaries listed on
Exhibit G hereto.
"PERSON" means any natural person, corporation, business
trust, join venture, association, company, partnership, limited
liability company or other entity, or any government, or any agency or
political subdivision thereof.
"PRIOR AUTOMOTIVE BUSINESS" means, collectively, the
businesses that were conducted by any division, Subsidiary, other
business entity or investment of Tenneco (or one of its former
Subsidiaries or former Affiliates) that (i) at any time prior to the
Distribution Date, were included in the "automotive parts" segment for
purposes of segment reporting in any Annual Report on Form 10-K of
Tenneco or the entity that, from December 8, 1987 to December 12, 1996,
was known as "Tenneco Inc.", and (ii) were sold, transferred or
otherwise discontinued or disposed of prior to the Distribution Date.
"PRIOR PACKAGING BUSINESS" means, collectively, the businesses
that were conducted by any division, Subsidiary, other business entity
or investment of Tenneco (or one of its
TENNECO DISTRIBUTION AGREEMENT
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former Subsidiaries or former Affiliates) that (i) at any time prior to
the Distribution Date were included in the "packaging," "specialty
packaging," or "paperboard packaging" segments for purposes of segment
reporting in any Annual Report on Form 10-K of Tenneco or the entity
that, from December 8, 1987 to December 12, 1996, was known as "Tenneco
Inc.", and (ii) were sold, transferred or otherwise discontinued or
disposed of prior to the Distribution Date.
"PRIOR RULINGS" means, collectively, the private letter ruling
issued by the Internal Revenue Service on October 30, 1996 with control
number PLR-240198-96, and the three private letter rulings
supplementing that ruling, issued by the Internal Revenue Service on
December 4, 1996 (control number PLR-252639-96), December 5, 1996
(control number PLR-253203-96) and May 27, 1997 (control number
PLR-104206-97).
"PRIVILEGE" has the meaning ascribed to such term in Section
6.07(a) hereof.
"PRIVILEGED INFORMATION" has the meaning ascribed to such
term in Section 6.07(a) hereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIES LIABILITIES" means any and all losses,
liabilities, penalties, claims, damages, demands, costs or expenses or
other Liabilities whatsoever that are assessed, imposed, awarded
against, incurred or accrued by a Person arising out of or relating in
whole or in part to any Action, any potential or threatened Action or
any Third Party Claim (or potential or threatened Third Party Claim) by
any Governmental Authority or any other Person that is based on any
violations or alleged violations of the Securities Act, Exchange Act,
any of the rules or regulations of the Commission promulgated under the
Securities Act or Exchange Act, or any other securities or other
similar Law.
"SUBSIDIARY" means, with respect to any Person:
(i) any corporation of which at least a majority in
interest of the outstanding voting stock (having by the terms
thereof voting power under ordinary circumstances to elect a
majority of the directors of such corporation, irrespective of
whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by
reason of the happening of a contingency) is at the time,
directly or indirectly, owned or controlled by such Person or
by such Person and one or more of its Subsidiaries; or
(ii) any non-corporate entity in which such Person
or such Person and one or more Subsidiaries of such Person
either (a) directly or indirectly, at the date of
determination thereof, has at least majority ownership
interest, or (b) at the date of determination is a general
partner or an entity performing similar functions (e.g.,
manager of a limited liability company or a trustee of a
trust).
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"TAX" or "TAXES" means any income, gross income, gross
receipts, profits, capital stock, franchise, withholding, payroll,
social security, workers compensation, unemployment, disability,
property, ad valorem, stamp, excise, occupation, services, sales, use,
license, lease, transfer, import, export, value added, alternative
minimum, estimated or other similar tax (including any fee, assessment
or other charge in the nature of or in lieu of any tax) imposed by any
governmental entity or political subdivision thereof, and any interest,
penalties, additions to tax or additional amounts in respect of the
foregoing.
"TAX SHARING AGREEMENT" means the Tax Sharing Agreement by and
among Tenneco and Packaging, which agreement shall be entered into on
or prior to the Distribution Date in substantially the form attached
hereto as Exhibit I.
"TENNECO" means Tenneco Inc., a Delaware corporation.
"TENNECO COMMON STOCK" has the meaning ascribed to such term
in the Recitals to this Agreement.
"TENNECO CORPORATE RECORDS" has the meaning ascribed to such
term in Section 6.01(a) hereof.
"TENNECO HOLDERS" means the holders of record of Tenneco
Common Stock as of the Distribution Record Date.
"TENNECO SECURITIES LIABILITIES" means any and all Securities
Liabilities of Tenneco or any of its Subsidiaries including, without
limitation, Tenneco Automotive Inc., other than Packaging Securities
Liabilities or Transaction Securities Liabilities.
"TENNECO TRADEMARKS AND TRADE NAMES" means trademarks, service
marks, and trade names containing "TENNECO", "TEN", or "TENN" or
variations thereof, along with their respective applications and
registrations wherever used or registered.
"TERMINATION DATE" means the date on which this Agreement is
terminated pursuant to and in accordance with the provisions of Section
8.11 of this Agreement.
"THIRD PARTY CLAIM" has the meaning as defined in Section
7.05(a) hereof.
"TRADEMARK TRANSITION LICENSE" has the meaning ascribed to
such term in Section 5.02 hereof.
"TRANSACTION LIABILITIES" means any and all Transaction
Securities Liabilities and any and all Liabilities imposed on Tenneco,
Packaging, or any member of their respective Group, jointly or
severally, arising as a result of the actions taken in connection with
or pursuant to this Agreement, any Ancillary Agreement, the Debt
Realignment or any of the Corporate Restructuring Transactions that are
based on:
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 19
(i) any violation or alleged violation of the
DGCL or any other corporate or other similar
Law, to the extent such violation occurred
or is alleged to have occurred on or prior
to the Distribution Date; or
(ii) any violation or alleged violation by any
officer or director of any member of the
Packaging Group or the Automotive Group of
such officer's or director's fiduciary duty
as an officer or director.
"TRANSACTION SECURITIES LIABILITIES" means any and all
Securities Liabilities imposed on Tenneco, Packaging, or any member of
their respective Group, jointly or severally, arising as a result of
the actions taken in connection with or pursuant to this Agreement, any
Ancillary Agreement, the Debt Realignment or any of the Corporate
Restructuring Transactions that are not Automotive Securities
Liabilities or Packaging Securities Liabilities.
"TRANSITION SERVICES AGREEMENT" means the Transition Services
Agreement by and between Tenneco and Packaging, which agreement shall
be entered into on or prior to the Distribution Date pursuant to which
Packaging shall provide certain administrative services to Tenneco
after the Distribution Date.
"1996 AGREEMENTS" means the following agreements, and any
amendments thereto:
(i) Distribution Agreement, dated November 1,
1996, by and among El Paso Tennessee
Pipeline Co. (formerly Tenneco Inc.),
Tenneco Inc. (formerly New Tenneco Inc.) and
Newport News Shipbuilding Inc., as amended
(the "1996 DISTRIBUTION AGREEMENT");
(ii) Debt and Cash Allocation Agreement, dated
December 11, 1996, by and among El Paso
Tennessee Pipeline Co. (formerly Tenneco
Inc.), Tenneco Inc. (formerly New Tenneco
Inc.) and Newport News Shipbuilding Inc.
(the "1996 DEBT AND CASH ALLOCATION
AGREEMENT");
(iii) Benefits Agreement, dated December 11, 1996,
by and among El Paso Tennessee Pipeline Co.
(formerly Tenneco Inc.), Tenneco Inc.
(formerly New Tenneco Inc.) and Newport
News Shipbuilding Inc.;
(iv) Insurance Agreement, dated December 11,
1996, by and among El Paso Tennessee
Pipeline Co. (formerly Tenneco Inc.),
Tenneco Inc. (formerly New Tenneco Inc.)
and Newport News Shipbuilding Inc.;
(v) Tax Sharing Agreement, dated December 11,
1996, by and among El Paso Tennessee
Pipeline Co. (formerly Tenneco Inc.),
Newport
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 20
News Shipbuilding Inc., Tenneco Inc.
(formerly New Tenneco Inc.) and El Paso
Natural Gas Company;
(vi) First Amendment to Tax Sharing Agreement,
dated as of December 11, 1996, among El
Paso Tennessee Pipeline Co. (formerly
Tenneco Inc.), Tenneco Inc. (formerly New
Tenneco Inc.) and Newport News Shipbuilding
Inc.;
(vii) Transition Services Agreement, dated June
19, 1996, by and among Tenneco Business
Services Inc., El Paso Tennessee Pipeline
Co. (formerly Tenneco Inc.) and El Paso
Natural Gas Company;
(viii) Trademark Transition License Agreement,
dated December 11, 1996, by and between
Newport News Shipbuilding Inc. and Tenneco
Inc. (formerly New Tenneco Inc.) (the
"Newport News License"); and
(ix) Trademark Transition License Agreement,
dated December 11, 1996, by and between
Tenneco Inc. (formerly New Tenneco Inc.) and
El Paso Tennessee Pipeline Co. (formerly
Tenneco Inc.) (the "El Paso License").
SECTION 1.02. REFERENCES. References to an "Exhibit" or to a
"Schedule" are, unless otherwise specified, to one of the Exhibits or Schedules
attached to this Agreement, and references to a "Section" are, unless otherwise
specified to one of the Sections of this Agreement. References to "including"
shall be deemed to mean "including, without limitation."
ARTICLE II
PRE-DISTRIBUTION TRANSACTIONS;
CERTAIN COVENANTS
SECTION 2.01. CORPORATE RESTRUCTURING TRANSACTIONS. On or prior to the
Distribution Date (but in all events prior to the Distribution) and subject to
Section 2.06 below, each of Tenneco and Packaging shall, and shall cause each of
their respective divisions, investments, Subsidiaries and Affiliates to, as
applicable, take such action or actions as is necessary to cause, effect and
consummate the Corporate Restructuring Transactions. Each of Tenneco and
Packaging hereby agrees that any one or more of the Corporate Restructuring
Transactions may be modified, supplemented or eliminated on or prior to the
Distribution Date; provided such modification, supplement or elimination is
determined to be necessary or appropriate (i) to divide the existing businesses
of Tenneco so that Tenneco's packaging businesses and administrative services
operations shall be owned, directly and indirectly, by Packaging, or so that
Tenneco's automotive businesses shall be owned, directly and indirectly by
Tenneco after giving effect to the Distribution, in each case so long as the
ruling referred to in the following clause (ii) will not be adversely affected
by such modification, supplement, or elimination, or (ii) to obtain a ruling
from the Internal Revenue Service as described in Section 4.01(d).
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SECTION 2.02. PRE-DISTRIBUTION STOCK DIVIDEND TO TENNECO. On or prior
to the Distribution Date (but in all events prior to the Distribution),
Packaging shall issue to Tenneco, as a stock dividend, the number of shares of
Packaging Common Stock as is required to effect the Distribution, as certified
by the Agent. In connection therewith, Tenneco shall deliver to Packaging for
cancellation the share certificate (or certificates) then held by it
representing all Packaging Common Stock, and Packaging shall issue a new
certificate (or certificates) to Tenneco representing the total number of shares
of Packaging Common Stock to be owned by Tenneco after giving effect to such
stock dividend.
SECTION 2.03. CERTIFICATE OF INCORPORATION AND BYLAWS OF PACKAGING. On
or prior to the Distribution Date (but in all events prior to the Distribution),
Tenneco and Packaging shall each take all necessary actions so that, as of the
Distribution Date, the certificate of incorporation and bylaws of Packaging are
amended and/or restated in such manner as is determined appropriate by Tenneco.
SECTION 2.04. ELECTION OF DIRECTORS OF PACKAGING. On or prior to the
Distribution Date, Tenneco, as the sole stockholder of Packaging, shall take all
necessary action so that as of the Distribution Date the directors of Packaging
will be as set forth in the Packaging Information Statement.
SECTION 2.05. TRANSFER AND ASSIGNMENT OF CERTAIN LICENSES AND PERMITS.
(a) LICENSES AND PERMITS RELATING TO THE PACKAGING BUSINESS.
On or prior to the Distribution Date, or as soon as reasonably
practicable thereafter, Tenneco shall (and, if applicable, shall cause
any other Person over which it has legal or effective direct or
indirect control to) duly and validly transfer or cause to be duly and
validly transferred to the appropriate member of the Packaging Group
(as directed by Packaging) all transferrable licenses, permits and
authorizations issued by any Governmental Authority that relate
exclusively to the Packaging Business but which are held in the name of
Tenneco, any member of the Automotive Group, or any of their respective
employees, officers, directors, stockholders or agents.
(b) LICENSES AND PERMITS RELATING TO THE AUTOMOTIVE BUSINESS.
On or prior to the Distribution Date, or as soon as reasonably
practicable thereafter, Packaging shall (and if applicable, shall cause
any other Person over which it has legal or effective direct or
indirect control to) duly and validly transfer or cause to be duly and
validly transferred to the appropriate member of the Automotive Group
(as directed by Tenneco) all transferrable licenses, permits and
authorizations issued by any Governmental Authority that relate
exclusively to the Automotive Business but which are held in the name
of any member of the Packaging Group or any of their respective
employees, officers, directors, stockholders or agents.
TENNECO DISTRIBUTION AGREEMENT
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SECTION 2.06. TRANSFER AND ASSIGNMENT OF CERTAIN AGREEMENTS.
(a) TRANSFER AND ASSIGNMENT OF AUTOMOTIVE BUSINESS AGREEMENTS.
On or prior to the Distribution Date, or as soon as reasonably
practicable thereafter, and subject to the limitations set forth in
this Section 2.06, Packaging shall (and, if applicable, shall cause any
of the other members of its Group over which it has legal or effective
direct or indirect control to) assign, transfer and convey to Tenneco
(or such other member of the Automotive Group as Tenneco shall direct)
all of its (or such other member of its Group's) right, title and
interest in and to any and all agreements that relate exclusively to
the Automotive Business or any member of the Automotive Group.
(b) TRANSFER AND ASSIGNMENT OF PACKAGING BUSINESS AGREEMENTS.
On or prior to the Distribution Date, or as soon as reasonably
practicable thereafter, and subject to the limitations set forth in
this Section 2.06, Tenneco shall (and, if applicable, shall cause any
other Person over which it has legal or effective direct or indirect
control to) assign, transfer and convey to Packaging (or such other
member of the Packaging Group as Packaging shall direct) all of its (or
such other Person's) right, title and interest in and to any and all
agreements that relate exclusively to the Packaging Business or any
member of the Packaging Group.
(c) SHARED AGREEMENTS.
(i) Exhibit I attached hereto contains a list of
certain third party agreements with Tenneco Business Services,
Inc. under or through which both the Automotive Group and
Packaging Group has obtained or does obtain goods or services.
As set forth in Section 1 of Exhibit I, certain of these
agreements have been modified to provide that Tenneco and
Packaging may each order, receive and pay for the goods and
services to which such agreements apply for its respective
Group as if each company had a separate contract. The
third-party agreements listed in Section 2 of on Exhibit I
will be administered by Packaging or one of its Subsidiaries
after the Distribution and the allocated costs for such goods
or services will be billed to and paid by Tenneco on a
recurring basis.
(ii) Except with respect to the 1996 Agreements and
the agreements listed on Exhibit I hereto, and subject to the
provisions of Section 5.08 below, any agreement to which any
party hereto (or any other member of such party's Group) is a
party that inures to the benefit of or relates to the
Automotive Business and the Packaging Business, but that is
not a Packaging Asset or otherwise the subject of this
Agreement or any Ancillary Agreement, shall be assigned in
part, at the expense and risk of the Assignee (as defined
herein), on or prior to the Distribution Date or as soon as
reasonably practicable thereafter, so that each party (or such
other member of such party's Group) shall be entitled to the
rights and benefits inuring to its business under such
agreement.
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(d) OBLIGATIONS OF ASSIGNEES. The assignee of any agreement
assigned, in whole or in part, hereunder (an "ASSIGNEE") shall, as a
condition to such assignment, assume and agree to pay, perform and
fully discharge all obligations of the assignor under such agreement
(whether such obligations arose or were incurred prior to, on or
subsequent to the Distribution Date and irrespective of whether such
obligations have been asserted as of the Distribution Date) or, in the
case of a partial assignment under Section 2.06(c)(ii) above, such
Assignee's related portion of such obligations as determined in
accordance with the terms of the relevant agreement, where determinable
on the face thereof, or otherwise as determined in accordance with the
practice of the parties prior to the Distribution. Furthermore, the
Assignee shall use its reasonable efforts to cause the assignor of such
agreement to be released from the Assignee's obligations under the
assigned agreements.
(e) NO ASSIGNMENT OF CERTAIN AGREEMENTS. Notwithstanding
anything in this Agreement to the contrary, this Agreement shall not
constitute an agreement to assign any agreement, in whole or in part,
or any rights thereunder if the agreement to assign or attempt to
assign, without the consent of a third party, would constitute a breach
thereof or in any way adversely affect the rights of the Assignee
thereto until such consent is obtained. If an attempted assignment
thereof would be ineffective or would adversely affect the rights of
any party hereto (or a member of its Group) so that the Assignee would
not, in fact, receive all such rights, the parties hereof will make
efforts consistent with Section 5.05(d) hereof to effect any
arrangement designed reasonably to provide for the Assignee the
benefits of, and to permit the Assignee to assume liabilities under,
any such agreement subject to the remaining sentences of this Section
2.06(e). There are certain software license agreements held in the name
of a member of the Packaging Group that presently inure to the benefit
of the Automotive Business and the Packaging Business. Notwithstanding
any other provision of this Agreement and subject to the terms of the
Transition Service Agreement, each such license agreement shall
continue to be held by that member of the Packaging Group without any
obligation of any party to cause the assignment or inurement to the
benefit of such license agreement, or to effect any arrangement to
provide such benefit, to the Automotive Business, except where the
license agreement expressly permits the benefits and obligations to be
divided among the Businesses or as may be negotiated with the licensor
by that member of the Packaging Group and such other parties.
SECTION 2.07. OTHER TRANSACTIONS. On or prior to the Distribution Date
(but in all events prior to the Distribution), each of Tenneco and Packaging
shall have consummated those other transactions in connection with the Corporate
Restructuring Transactions and the Distribution that are contemplated by the
Packaging Information Statement and the ruling request submitted by Tenneco to
the Internal Revenue Service dated April 29, 1999 (as subsequently
supplemented), and not specifically referred to in Sections 2.01 through 2.06
above, as long as such other transactions will not adversely affect the ruling
from the Internal Revenue Service.
SECTION 2.08. ELECTION OF OFFICERS. On or prior to the Distribution
Date, each of Tenneco and Packaging shall, as applicable, take all actions
necessary and desirable so that as of the Distribution Date the officers of
Packaging will be as set forth in the Packaging Information Statement.
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SECTION 2.09. PACKAGING REGISTRATION STATEMENT. Tenneco and Packaging
shall prepare or cause to be prepared, and Packaging shall file or cause to be
filed with the Commission, the Packaging Registration Statement. The Packaging
Registration Statement shall include or incorporate by reference the Packaging
Information Statement setting forth appropriate disclosure concerning Tenneco,
Packaging, the Distribution and such other matters as may be required to be
disclosed therein by the provisions of the Exchange Act and the rules and
regulations promulgated thereunder. Tenneco and Packaging shall take all such
actions as may be reasonably necessary or appropriate in order to cause the
Packaging Registration Statement to become effective by order of the Commission
pursuant to the Exchange Act.
SECTION 2.10. STATE SECURITIES LAWS. Prior to the Distribution Date,
Tenneco and Packaging shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of states or other political
subdivisions of the United States in order to effect the Distribution.
SECTION 2.11. LISTING APPLICATION. Prior to the Distribution Date,
Tenneco and Packaging shall prepare and file with the NYSE a listing application
and related documents and shall take all such other actions with respect thereto
as shall be necessary or desirable in order to cause the NYSE to list on or
prior to the Distribution Date, subject to official notice of issuance, the
Packaging Common Stock.
SECTION 2.12. CERTAIN FINANCIAL AND OTHER ARRANGEMENTS.
(a) SETTLEMENT OF INTERCOMPANY ACCOUNTS BETWEEN PACKAGING
GROUP AND AUTOMOTIVE GROUP. All intercompany receivables, payables and
loans (other than receivables, payables and loans otherwise
specifically provided for in any of the Ancillary Agreements or
hereunder), including, without limitation, in respect of any cash
balances, any cash balances representing deposited checks or drafts for
which only a provisional credit has been allowed or any cash held in
any centralized cash management system, between any member of the
Packaging Group, on the one hand, and any member of the Automotive
Group, on the other hand, shall, as of the close of business on the
Distribution Date, be settled, capitalized or converted into ordinary
trade accounts, in each case as may be agreed in writing prior to the
Distribution Date by duly authorized representatives of Tenneco and
Packaging.
(b) OPERATIONS IN ORDINARY COURSE. Except as otherwise
provided in this Agreement or any Ancillary Agreement during the period
from the date of this Agreement through the Distribution Date, each of
Tenneco and Packaging shall, and shall cause any entity that is a
Subsidiary of such party at any time during such period to, conduct its
business in a manner substantially consistent with current and past
operating practices and in the ordinary course.
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SECTION 2.13. DIRECTOR, OFFICER AND EMPLOYEE RESIGNATIONS. Subject to
the provisions of Section 2.04 and Section 2.08 above:
(a) RESIGNATIONS BY DIRECTORS AND EMPLOYEES OF THE AUTOMOTIVE
GROUP. Tenneco shall cause all of its directors and all employees of
the Automotive Group to resign, effective as of the close of business
on the Distribution Date, from all boards of directors or similar
governing bodies (including committees and trusts responsible for
benefit plans and compensation structures) of each member of the
Packaging Group on which they serve, and from all positions as officers
or employees of any member of the Packaging Group, except as otherwise
set forth on Exhibit J hereto or in the Packaging Information Statement
or as otherwise mutually agreed to in writing on or prior to the
Distribution Date by Tenneco and Packaging.
(b) RESIGNATIONS BY DIRECTORS AND EMPLOYEES OF THE PACKAGING
GROUP. Packaging shall cause all of its directors and all employees of
the Packaging Group to resign, effective as of the close of business on
the Distribution Date, from all boards of directors or similar
governing bodies (including committees and trusts responsible for
benefit plans and compensation structures) of each member of the
Automotive Group on which they serve, and from all positions as
officers or employees of any member of the Automotive Group, except as
otherwise set forth on Exhibit J hereto or in the Packaging Information
Statement or as otherwise mutually agreed to in writing on or prior to
the Distribution Date by Packaging and Tenneco.
SECTION 2.14. TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION;
TRANSFERS DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE. To the extent that any
transfers or transactions contemplated by this Article II shall not have been
consummated on or prior to the Distribution Date, the parties hereto shall
cooperate and make efforts consistent with Section 5.05(d) hereof (and shall
cause each of their respective Affiliates and each member of their respective
Groups over which they have legal or effective direct or indirect control to
cooperate and make such efforts) to effect such transfers or transactions as
promptly following the Distribution Date as shall be practicable. Nothing herein
shall be deemed to require the transfer of any assets or the assumption of any
Liabilities which by their terms or operation of Law cannot be transferred or
assumed, provided, however, that the parties hereto shall cooperate (and shall
cause each of their respective Affiliates and each member of their respective
Groups over which they have legal or effective direct or indirect control to
cooperate) to seek to obtain any necessary consents or approvals for the
transfer of all assets and Liabilities contemplated to be transferred or assumed
pursuant to this Article II and Section 5.04, in a manner consistent with
Section 5.05(d) hereof. In the event that any such transfer of assets or
assumption of Liabilities has not been consummated, from and after the
Distribution Date the party retaining such asset or Liability (or, as
applicable, such other member or members of such party's Group) shall hold such
asset in trust for the use and benefit of the party entitled thereto (at the
expense of the party entitled thereto) or retain such Liability for the account
of the party by whom such Liability is to be assumed pursuant hereto, as the
case may be, and take such other action pursuant to Section 5.05(d) hereof as
may be reasonably requested by the party to whom such asset is to be
transferred, or by whom such Liability is to be assumed, as the case may be, in
order to place such party, insofar as is reasonably possible, in the same
position as would have existed had such asset or Liability been
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transferred or assumed as contemplated hereby. As and when any such asset or
Liability becomes transferable or assumable, such transfer shall be effected
forthwith. As of the Distribution Date, each party hereto (or, if applicable,
such other members of such party's Group) shall be deemed to have acquired (or,
as applicable, retained) complete and sole beneficial ownership over all of the
assets, together with all rights, powers and privileges incident thereto, and
shall be deemed to have assumed in accordance with the terms of this Agreement
all of the Liabilities, and all duties, obligations and responsibilities
incident thereto, which such party (or any other member of such party's Group)
is entitled to acquire or required to assume pursuant to the terms of this
Agreement.
SECTION 2.15. ANCILLARY AGREEMENTS. Prior to the Distribution Date,
each of Tenneco and Packaging shall enter into, or where applicable shall cause
such other members of their respective Group to enter into, (a) the Ancillary
Agreements and (b) any other agreements in respect of the Corporate
Restructuring Transactions and the Distribution as are reasonably necessary or
appropriate in connection with the transactions contemplated hereby and thereby.
SECTION 2.16. DEBT REALIGNMENT. Tenneco and Packaging shall each use
commercially reasonable efforts so that, immediately prior to the Distribution,
the Debt Realignment plan set forth on Exhibit D attached hereto has been
effected in accordance with the goal set forth in clause 1 of Exhibit D.
Notwithstanding the foregoing, neither Tenneco nor Packaging, nor any member of
its respective Group, shall have any recourse, claim, or cause of action to or
against any other member of either Group if the ultimate result of the Debt
Realignment, the manner of the Debt Realignment or any element or component
thereof varies from that set forth in Exhibit D.
ARTICLE III
THE DISTRIBUTION
SECTION 3.01. TENNECO ACTION PRIOR TO THE DISTRIBUTION. Subject to the
terms and conditions set forth herein, Tenneco shall take, or cause to be taken,
the following acts or actions in connection with, and to otherwise effect in
accordance with the terms of this Agreement, the Distribution.
(a) DECLARATION OF DISTRIBUTION AND ESTABLISHMENT OF
DISTRIBUTION DATE. The Board of Directors of Tenneco shall, in its sole
discretion and subject to and in accordance with this Agreement, the
applicable rules of the NYSE and provisions of the DGCL, declare the
Distribution and establish the Distribution Record Date, the
Distribution Date, the date on which Packaging Common Stock shall be
mailed to the Tenneco Holders and all appropriate procedures in
connection with the Distribution to the extent not provided for herein;
provided, however, that no such action shall create any obligation on
the part of Tenneco to effect the Distribution or in any way limit
Tenneco's power of termination as set forth in Section 8.11 hereof or
alter the consequences of any such termination from those specified in
such Section.
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(b) NOTICE TO NYSE. Tenneco shall, to the extent possible,
give the NYSE not less than ten days advance notice of the Distribution
Record Date in compliance with Rule 10b-17 under the Exchange Act.
(c) MAILING OF PACKAGING INFORMATION STATEMENT. Tenneco shall,
as soon as practicable after the Packaging Registration Statement shall
have been declared effective under the Exchange Act, cause the
Packaging Information Statement to be mailed to the holders of Tenneco
Common Stock.
SECTION 3.02. THE DISTRIBUTION.
(a) DUTIES AND OBLIGATIONS OF TENNECO. Subject to the
conditions contained herein, on the Distribution Date but effective
immediately following the close of business on the Distribution Date
Tenneco shall:
(i) deliver to the Agent the share certificates
representing the Packaging Common Stock issued to Tenneco by
Packaging, pursuant to Section 2.02 hereof, endorsed by
Tenneco in blank, for the benefit of the Tenneco Holders; and
(ii) instruct the Agent to distribute, as soon as
practicable following consummation of the Distribution, to the
Tenneco Holders one share of Packaging Common Stock for every
one share of Tenneco Common Stock held by such Tenneco Holders
as of the Distribution Record Date.
(b) DUTIES AND RESPONSIBILITIES OF PACKAGING. Packaging shall
provide, or cause to be provided, to the Agent sufficient certificates
representing Packaging Common Stock, in such denominations as the Agent
may request in order to effect the Distribution. All shares of
Packaging Common Stock issued in connection with the Distribution will
be validly issued, fully paid and nonassessable and free of any
preemptive (or similar) rights.
ARTICLE IV
CONDITIONS TO THE DISTRIBUTION
SECTION 4.01. CONDITIONS PRECEDENT TO THE DISTRIBUTION. The obligation
of Tenneco to cause the Distribution to be consummated shall be subject, at the
option of Tenneco, to the fulfillment or waiver, on or prior to the Termination
Date, of each of the following conditions.
(a) ANCILLARY AGREEMENTS. Each of the parties to each
Ancillary Agreement shall have executed and delivered such Ancillary
Agreement and all Ancillary Agreements shall be in full force and
effect.
(b) REGISTRATION STATEMENT. The Packaging Registration
Statement shall have been declared effective by order of the Commission
and no stop order shall have been
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entered, and no proceeding for that purpose shall have been initiated
or threatened by the Commission with respect thereto.
(c) NYSE LISTING. The Packaging Common Stock shall have been
approved for listing on the NYSE, subject to official notice of
issuance.
(d) TAX RULING. Tenneco shall have received rulings from the
Internal Revenue Service reasonably acceptable to Tenneco and
Packaging, which rulings shall be in full force and effect as of the
Distribution Date, to the effect that:
(i) the Distribution as contemplated hereunder will
be tax-free for federal income tax purposes to Tenneco under
Section 355(c)(1) of the Code and to the stockholders of
Tenneco under Section 355(a) of the Code;
(ii) the merger, pursuant to a plan of complete
liquidation, of Tenneco Packaging Specialty and Consumer
Products Inc. with and into Packaging will be tax-free for
federal income tax purposes to Packaging and Tenneco Packaging
Specialty and Consumer Products Inc. under Sections 332 and
337 of the Code, respectively;
(iii) the transfers of property by Tenneco to
Packaging and the entity now known as Tenneco Automotive Inc.
will be tax-free for federal income tax purposes under
Sections 361(a) and 351(a), respectively; and
(iv) the foregoing transactions will have no adverse
effect on the Prior Rulings.
(e) PRE-DISTRIBUTION TRANSACTIONS. Each of the transactions
and other matters contemplated by Article II and Section 3.01 hereof
(including, without limitation, each of the distributions, transfers,
conveyances, contributions, assignments or other transactions included
in, or otherwise necessary to consummate, the Corporate Restructuring
Transactions) and the Debt Realignment shall have been fully effected,
consummated and accomplished.
(f) COVENANTS. The covenants contained in Article V of this
Agreement that are required to be performed on or before the
Distribution Date shall have been fully performed.
(g) NO PROHIBITIONS. Consummation of the transactions
contemplated hereby shall not be prohibited by Law and no Governmental
Authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation,
executive order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which materially
restricts, prevents or prohibits consummation of the Distribution, or
any transaction contemplated by this Agreement, it being understood
that the parties hereto hereby agree to use their reasonable best
efforts to
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cause any such decree, judgment, injunction or other order to be
vacated or lifted as promptly as possible.
(h) CONSENTS. Tenneco and Packaging and the other members of
their respective Groups shall have obtained all Consents the failure of
which to obtain would, in the determination of the Board of Directors
of Tenneco, have a material adverse effect on the Automotive Group or
the Packaging Group, each taken as a whole, and such Consents shall be
in full force and effect.
SECTION 4.02. NO CONSTRAINT. Notwithstanding the provisions of
Section 4.01 above, the fulfillment or waiver of any or all of the conditions
precedent to the Distribution set forth therein shall not:
(i) create any obligation on the part of Tenneco or
any other party hereto to effect the Distribution;
(ii) in any way limit Tenneco's right and power
under Section 8.11 to terminate this Agreement and the process
leading to the Distribution and to abandon the Distribution;
or
(iii) alter the consequences of any such termination
under Section 8.11 from those specified in such Section.
SECTION 4.03. DEFERRAL OF DISTRIBUTION DATE. If the Distribution Date
shall have been established by the Board of Directors of Tenneco but all the
conditions precedent to the Distribution set forth in this Agreement have not
theretofore been fulfilled or waived, or Tenneco does not reasonably anticipate
that they will be fulfilled or waived, on or prior to the date established as
the Distribution Date, Tenneco may, by resolution of its Board of Directors (or
a committee thereof, so authorized), defer the Distribution Date to a later date
or terminate this Agreement under Section 8.11.
SECTION 4.04. PUBLIC NOTICE OF DEFERRED DISTRIBUTION DATE. If the Board
of Directors (or a committee thereof, so authorized) of Tenneco shall defer the
Distribution Date in accordance with Section 4.03 above and public announcement
of the prior Distribution Date has theretofore been made, Tenneco shall promptly
thereafter issue, in accordance with the advice of legal counsel, a public
announcement with respect to such deferment and shall, with the advice of legal
counsel, take such other actions as may be deemed necessary or desirable with
respect to the dissemination of such information.
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ARTICLE V
COVENANTS
SECTION 5.01. FURTHER ASSURANCES. Each of Tenneco and Packaging shall
use all reasonable efforts to:
(a) take or cause to be taken all actions, and to do or cause
to be done all things reasonably necessary, proper or advisable under
applicable Law and agreements or otherwise to consummate and make
effective the transactions contemplated hereby, including without
limitation using commercially reasonable efforts to obtain any,
consents and approvals from, enter into any amendatory agreements with
and make any applications, registrations or filings with, any third
Person or any Governmental Authority necessary or desirable in order to
consummate the transactions contemplated hereby or to carry out the
purposes of this Agreement; and
(b) execute and deliver such further instruments and documents
and take such other actions as the other party may reasonably request
in order to consummate the transactions contemplated hereby and
effectuate the purposes of this Agreement.
SECTION 5.02. TENNECO NAME. As part of the Corporate Restructuring
Transactions the Tenneco Trademarks and Trade Names will be assigned to a member
of the Automotive Group designated by Tenneco. Tenneco shall grant to Packaging
and to each of the members of the Packaging Group a transition license,
substantially in the form of Exhibit K hereto (the "TRADEMARK TRANSITION
LICENSE"), to use certain Tenneco Trademarks and Trade Names.
SECTION 5.03. SUPPLIES AND DOCUMENTS. Tenneco shall, pursuant to the
terms of the Trademark Transition License, grant a license (on a nonexclusive
basis) to Packaging and to each of the members of the Packaging Group to use
existing supplies and documents which have imprinted thereon any of the Tenneco
Trademarks and Trade Names to the extent that such supplies and documents were
existing in the inventory of such member of the Packaging Group as of the
Distribution Date.
SECTION 5.04. ASSUMPTION AND SATISFACTION OF LIABILITIES. Except as
otherwise specifically set forth in any Ancillary Agreement, from and after the
Distribution Date:
(a) Tenneco shall, and shall cause each of the other members
of the Automotive Group over which it has legal or effective direct or
indirect control to, assume, pay, perform and discharge all Automotive
Liabilities in accordance with their terms, when determinable, and
otherwise as determined in accordance with the practice of the parties
prior to the Distribution;
(b) Packaging shall, and shall cause each of the other members
of the Packaging Group over which it has legal or effective direct or
indirect control to, assume, pay, perform
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and discharge all Packaging Liabilities in accordance with their terms,
when determinable, and otherwise as determined in accordance with the
practice of the parties prior to the Distribution; and
(c) Tenneco and Packaging each severally and not jointly
covenant and agree to assume, pay, and discharge one half of the amount
of any and all Transaction Liabilities.
SECTION 5.05. NO REPRESENTATIONS OR WARRANTIES; CONSENTS.
(a) GENERAL. Each of the parties hereto understands and agrees
that no party hereto is, in this Agreement or in any other agreement or
document contemplated by this Agreement (including the Ancillary
Agreements) or otherwise, making to any other party hereto any
representation or warranty whatsoever, including without limitation,
any representation or warranty:
(i) as to the value or freedom from encumbrance of,
or any other matter concerning, any assets of such party; or
(ii) as to the legal sufficiency to convey title to
any asset as of the execution, delivery and filing of this
Agreement or any Ancillary Agreement, including, without
limitation, any Conveyancing and Assumption Instrument.
(b) DISCLAIMER OF MERCHANTABILITY OR FITNESS OF ASSETS. Each
party hereto further understands and agrees that there are no
warranties, express or implied, as to the merchantability or fitness of
any of the assets either transferred to or retained by the Automotive
Group or the Packaging Group, as the case may be, pursuant to the
Corporate Restructuring Transactions and the other terms and provisions
of this Agreement, any Conveyancing and Assumption Agreement or any
Ancillary Agreement, and all such assets which are so transferred will
be transferred on an "AS IS, WHERE IS" basis, and the party to which
any such assets are transferred hereunder, or which retains assets
hereunder, shall bear the economic and legal risk that any conveyances
of such assets shall prove to be insufficient or that the title of such
party or any other member of its respective Group to any such assets
shall be other than good and marketable and free from encumbrances.
(c) NO REPRESENTATIONS OR WARRANTIES REGARDING CONSENTS. Each
of the parties hereto understands and agrees that no party hereto is,
in this Agreement or any Ancillary Agreement or in any other agreement
or document contemplated by this Agreement or any Ancillary Agreement
or otherwise, representing or warranting in any way to any other party
hereto that the obtaining of any consents or approvals, the execution
and delivery of any amendatory agreements and the making of any filings
or applications contemplated by this Agreement will satisfy the
provisions of any or all applicable agreements or the requirements of
any or all applicable Law. Each of the parties hereto further agrees
and understands that the party to which any assets to be or are
transferred as contemplated by the Corporate Restructuring Transactions
or the other provisions of this Agreement shall bear the economic and
legal risk that any necessary consents or approvals are not obtained,
that any necessary
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amendatory agreements are not executed and delivered or that any
requirements of Laws are not complied with.
(d) COVENANT TO USE REASONABLE EFFORTS TO OBTAIN CONSENTS.
Notwithstanding the provisions of Section 5.05(c) above, each of the
parties hereto shall (and shall cause each of their respective
Affiliates and each member of its respective Group over which it has
direct or indirect legal or effective control to) use commercially
reasonable efforts to obtain all consents and approvals (the
"CONSENTS"), to enter into all amendatory agreements and to make all
filings and applications which may be reasonably required for the
consummation of the Corporate Restructuring Transactions, the
Distribution and all other transactions contemplated by this Agreement
and shall take all such further reasonable actions as shall be
reasonably necessary to preserve for each of the Automotive Group and
the Packaging Group, to the greatest extent feasible, the economic and
operational benefits of the allocation of assets and Liabilities
contemplated by this Agreement. In case at any time after the
Distribution Date any further action is necessary or desirable to carry
out the purposes of this Agreement, the proper officers and directors
of each party to this Agreement, or their successors in interest, shall
take all such necessary or desirable action.
SECTION 5.06. REMOVAL OF CERTAIN GUARANTEES.
(a) REMOVAL OF TENNECO AS GUARANTOR OF PACKAGING LIABILITIES.
Except as otherwise contemplated in the Corporate Restructuring
Transactions or otherwise specified in any Ancillary Agreement, each of
Tenneco and Packaging shall use its commercially reasonable efforts to
have, on or prior to the Distribution Date, or as soon as practicable
thereafter, Tenneco and any other member of the Automotive Group
removed as a guarantor of, or obligor under or for, any Packaging
Liability.
(b) REMOVAL OF PACKAGING AS GUARANTOR OF AUTOMOTIVE
LIABILITIES. Except as otherwise contemplated in the Corporate
Restructuring Transactions or otherwise specified in any Ancillary
Agreement, each of Tenneco and Packaging shall use its commercially
reasonable efforts to have, on or prior to the Distribution Date, or as
soon as practicable thereafter, Packaging and any other member of the
Packaging Group removed as a guarantor of, or obligor under or for, any
Automotive Liability.
SECTION 5.07. PUBLIC ANNOUNCEMENTS. Each party hereto shall consult
with each other before issuing any press release or otherwise issuing any other
similar written public statement with respect to this Agreement or the
Distribution and shall not issue any such press release or make any such public
statement without the prior consent of each other party, which shall not be
unreasonably withheld or delayed; provided, however, that a party may, without
the prior consent of any other party, issue such press release or other similar
written public statement as may be required by law or any listing agreement with
a national securities exchange to which any party hereto (or any member of such
party's Group) is a party if it has used all reasonable efforts to consult with
such other party and to obtain such party's consent but has been unable to do so
in a timely manner.
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SECTION 5.08. INTERCOMPANY AGREEMENTS. Effective as of the consummation
of the Distribution, each of Packaging and Tenneco shall (and shall cause each
other member of its respective Group over which it has legal or effective direct
or indirect control to) terminate each and every agreement between it and any
member of the other Group other than this Agreement, any of the Ancillary
Agreements, and any agreements between third Persons who are not members of
either Group, on the one hand, and members of both Groups, on the other hand;
provided, however, that such termination shall not have any effect whatsoever on
any of its rights or obligations that accrued or were incurred prior to the
Distribution Date (subject to the terms of Section 2.12 above).
SECTION 5.09. TAX MATTERS. Each of Tenneco and Packaging intend the
Distribution to be treated as a tax-free distribution under Code Sections 355(a)
and 361(c)(1) and each such party shall use its reasonable best efforts to cause
the Distribution to so qualify. Neither Tenneco, on the one hand, nor Packaging,
on the other hand, shall take, or permit any member of its Group over which it
has legal or effective direct or indirect control to take, any action which
might cause:
(i) the Distribution to fail to qualify as a
tax-free distribution under Code Section 355(a) or Code
Section 361(c)(1);
(ii) the merger, pursuant to a plan of complete
liquidation, of Tenneco Packaging Specialty and Consumer
Products Inc. with and into Packaging to not be tax-free for
federal income tax purposes to Packaging and Tenneco Packaging
Specialty and Consumer Products Inc. under Sections 332 and
337 of the Code, respectively;
(iii) the transfers of property by Tenneco to
Packaging and the entity now known as Tenneco Automotive Inc.
to not be tax-free for federal income tax purposes under
Sections 361(a) and 351(a), respectively;
(iv) the foregoing transactions to have an adverse
effect on the Prior Rulings; or
(v) any other transfer described in the Corporate
Restructuring Transactions that is intended (as described in
Tenneco's request for rulings from the Internal Revenue
Service) to qualify as a tax-free transfer under Code Sections
332, 351, 355 or 368 to fail to so qualify.
SECTION 5.10. 1996 AGREEMENTS.
(a) ALLOCATION OF BENEFITS AND LIABILITIES. Except as
expressly provided otherwise in an Ancillary Agreement, Tenneco and
Packaging each shall use its commercially reasonable efforts to
allocate and provide to the other party to the greatest extent feasible
the economic and operational benefits and liabilities of the 1996
Distribution Agreement and the 1996 Debt and Cash Allocation Agreement,
which allocation shall be based on the nature of the underlying asset
or liability giving rise to the allocated benefit or liability. To the
extent such benefit or liability is derived from or relates to an
Automotive
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Asset, an Automotive Liability, the Automotive Business, or the Prior
Automotive Business, it shall be allocated to Tenneco. To the extent
such benefit or liability is derived or related to a Packaging Asset, a
Packaging Liability, the Packaging Business, or the Prior Packaging
Business, it shall be allocated to Packaging.
(b) ASSIGNMENT OF CERTAIN AGREEMENTS. Tenneco and Packaging
each shall use its commercially reasonable efforts to cause the Newport
News License and the El Paso License to be assigned to Tenneco.
ARTICLE VI
ACCESS TO INFORMATION
SECTION 6.01. PROVISION, TRANSFER AND DELIVERY OF APPLICABLE
CORPORATE RECORDS.
(a) PROVISION, TRANSFER AND DELIVERY OF PACKAGING RECORDS.
Tenneco shall (and shall cause each other member of its Group over
which it has legal or effective direct or indirect control to) arrange
as soon as practicable following the Distribution Date for the
transportation (at Packaging's cost) to Packaging of the Books and
Records in its possession, if any, that relate primarily to the
Packaging Business or are necessary to operate the Packaging Business
(collectively, the "Packaging Records"), except to the extent such
items are already in the possession of any member of the Packaging
Group. The Packaging Records shall be available to Tenneco for review
and duplication, at its cost, pursuant to the terms of this Agreement.
(b) PROVISION, TRANSFER AND DELIVERY OF AUTOMOTIVE RECORDS.
Packaging shall (and shall cause each other member of its Group over
which it has legal or effective direct or indirect control to) arrange
as soon as practicable following the Distribution Date for the
transportation (at Tenneco's cost) to Tenneco of the Books and Records
in its possession, if any, (i) that relate primarily to the Automotive
Business or are necessary to operate the Automotive Business
(collectively, the "AUTOMOTIVE RECORDS"), (ii) that relate to any
Tenneco business other than the Packaging Business, or (iii) that
consist of the corporate minutes of the Board of Directors (or
committees thereof) of Tenneco or otherwise relate to the business,
administrative and management operations of Tenneco as the parent
holding company of the Automotive Business, Packaging Business and all
other Tenneco businesses or operations (collectively, the "TENNECO
CORPORATE RECORDS") except to the extent such items are already in the
possession of any member of the Automotive Group. The Automotive
Records and the Tenneco Corporate Records shall be the property of
Tenneco, but shall be available to Packaging for review and
duplication, at its cost, pursuant to the terms of this Agreement.
SECTION 6.02. ACCESS TO INFORMATION. Unless otherwise contemplated by
Section 6.06, from and after the Distribution Date, each of Tenneco and
Packaging shall (and shall cause each of the other members of its respective
Group over which it has legal or effective direct or indirect control to) afford
to each other party and its authorized accountants, counsel and other designated
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representatives reasonable access and duplicating rights (all such duplicating
costs to be borne by the requesting party) during normal business hours, subject
to appropriate restrictions for classified, privileged or confidential
information, to the personnel, properties, Books and Records and other data and
information of such party and each other member of such party's Group relating
to operations prior to the Distribution insofar as such access is reasonably
required by the other requesting party for the conduct of the requesting party's
business (but not for competitive purposes).
SECTION 6.03. REIMBURSEMENTS, OTHER MATTERS. Except to the extent
otherwise contemplated hereby or by any Ancillary Agreement, a party providing
Books and Records or access to information to any other party (or such party's
representatives) under this Article VI shall be entitled to receive from such
other party, upon the presentation of invoices therefor, payments for such
amounts, relating to supplies, disbursements and other out-of-pocket expenses,
as may be reasonably incurred in providing such Books and Records or access to
information.
SECTION 6.04. CONFIDENTIALITY.
(a) GENERAL RESTRICTION ON DISCLOSURE. Each of Tenneco and
Packaging shall not (and shall not permit any other member of its
respective Group over which it has legal or effective direct or
indirect control to) use or permit the use of (without the prior
written consent of the other) and shall hold, and shall cause its
consultants, advisors and other representatives and any other member of
its respective Group (over which it has legal or effective direct or
indirect control) to hold, in strict confidence, all information
concerning each other party hereto and the other members of such other
party's Group in its possession, custody or control to the extent such
information either
(i) relates to the period up to the Distribution
Date,
(ii) relates to any Ancillary Agreement, or
(iii) is obtained in the course of performing
services for the other party pursuant to any Ancillary
Agreement, and each party hereto shall not (and shall cause
each other member of its respective Group over which it has
legal or effective direct or indirect control not to)
otherwise release or disclose such information to any other
Person, except its auditors, attorneys, financial advisors,
bankers and other consultants and advisors, without the prior
written consent of the other affected party or parties, unless
compelled to disclose such information by judicial or
administrative process or unless such disclosure is required
by Law and such party has used commercially reasonable efforts
to consult with the other affected party or parties prior to
such disclosure.
(b) COMPELLED DISCLOSURE. To the extent that a party hereto or
a member of its Group over which it has legal or effective direct or
indirect control is compelled by judicial or administrative process to
disclose such information under circumstances in which any evidentiary
privilege would be available, such party agrees to assert or cause to
be asserted such privilege in good faith prior to making such
disclosure. Each of the parties shall consult
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with each relevant other party in connection with any such judicial or
administrative process, including without limitation, in determining
whether any privilege is available, and shall not object to each such
relevant party and its counsel participating in any hearing or other
proceeding (including, without limitation, any appeal of an initial
order to disclose) in respect of such disclosure and assertion of
privilege.
(c) EXCEPTIONS TO CONFIDENTIAL TREATMENT. Anything herein to
the contrary notwithstanding, no party hereto shall be prohibited from
using or permitting the use of, or required to hold in confidence, any
information to the extent that (i) such information has been or is in
the public domain through no fault of such party, (ii) such information
is, after the Distribution Date, lawfully acquired from other sources
by such party, or (iii) this Agreement, any Ancillary Agreement or any
other agreement entered into pursuant hereto permits the use or
disclosure of such information by such party.
SECTION 6.05. WITNESS SERVICES. At all times from and after the
Distribution Date, each of Tenneco and Packaging shall use its reasonable
efforts to make available to each other party hereto, upon reasonable written
request, the officers, directors, employees and agents of each member of its
respective Group for fact finding, consultation or interviews and as witnesses
to the extent that:
(a) such persons may reasonably be required in connection with
the prosecution or defense of any Action in which the requesting party
or any member of its respective Group may from time to time be
involved; and
(b) there is no conflict in the Action between the requesting
party or any member of its respective Group and the party to which a
request is made pursuant to this Section 6.05 or any member of such
party's Group.
Except as otherwise agreed by the parties, a party providing
witness services to any other party under this Section shall be
entitled to receive from the recipient of such services, upon the
presentation of invoices therefor, payments for such amounts relating
to supplies, disbursements and other out-of-pocket expenses (but not
salary expenses) of employees who participate in fact finding,
consultation or interviews or are witnesses, as are actually and
reasonably incurred in providing such fact finding, consulting,
interviews or witness services by the party providing such services.
SECTION 6.06. RETENTION OF RECORDS. Except when a longer period is
required by Law or is specifically provided for herein or in any Ancillary
Agreement, each party hereto shall cause the members of its Group over which it
has legal or effective direct or indirect control, to retain, for a period of at
least seven years following the Distribution Date, all material information
(including without limitation all material Books and Records) relating to such
Group and its operations prior to the Distribution Date. Notwithstanding the
foregoing, any party hereto may offer in writing to deliver to the other parties
all or a portion of such information as it relates to members of the offering
party's Group and, if such offer is accepted in writing within 90 days after
receipt thereof, the offering party shall promptly arrange for the delivery of
such information (or copies thereof) to each
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accepting party (at the expense of such accepting party). If such offer is not
so accepted, except as required by Law the offered information may be destroyed
or otherwise disposed of by the offering party at any time thereafter.
SECTION 6.07. PRIVILEGED MATTERS.
(a) PRIVILEGED INFORMATION. Each of the parties hereto shall,
and shall cause the members of its Group over which it has legal or
effective direct or indirect control to, use its reasonable efforts to
maintain, preserve, protect and assert all privileges including,
without limitation, all privileges arising under or relating to the
attorney-client relationship (including without limitation the
attorney-client and attorney work product privileges) that relate
directly or indirectly to any member of any other Group for any period
prior to the Distribution Date ("PRIVILEGE" or "PRIVILEGES"). Each of
the parties hereto shall use its reasonable efforts not to waive, or
permit any member of its Group over which it has legal or effective
direct or indirect control to waive, any such Privilege that could be
asserted under applicable Law without the prior written consent of the
other parties. With respect to each party, the rights and obligations
created by this Section 6.07 shall apply to all information as to which
a member of any Group did assert or, but for the Distribution, would
have been entitled to assert the protection of a Privilege ("PRIVILEGED
INFORMATION") including, but not limited to, any and all information
that either:
(i) was generated or received prior to the
Distribution Date but which, after the Distribution, is in
the possession of a member of another Group; or
(ii) is generated or received after the Distribution
Date but refers to or relates to Privileged Information that
was generated or received prior to the Distribution Date.
(b) PRODUCTION OF PRIVILEGED INFORMATION. Upon receipt by a
party or any member of its Group of any subpoena, discovery or other
request that arguably calls for the production or disclosure of
Privileged Information, or if a party or any member of its Group
obtains knowledge that any current or former employee of such party or
any member of its Group has received any subpoena, discovery or other
request which arguably calls for the production or disclosure of
Privileged Information, such party shall promptly notify the other
parties of the existence of the request and shall provide the other
parties a reasonable opportunity to review the information and to
assert any rights it may have under this Section 6.07 or otherwise to
prevent the production or disclosure of Privileged Information. No
party will, or will permit any member of its Group over which it has
direct or indirect legal or effective control to, produce or disclose
any information arguably covered by a Privilege under this Section 6.07
unless:
(i) each other party has provided its express
written consent to such production or disclosure; or
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(ii) a court of competent jurisdiction has entered
an order which is not then appealable or a final,
nonappealable order finding that the information is not
entitled to protection under any applicable privilege.
(c) NO WAIVER. The parties hereto understand and agree that
the transfer of any Books and Records or other information between any
members of the Automotive Group or the Packaging Group shall be made in
reliance on the agreements of Tenneco and Packaging, as set forth in
Section 6.04 and Section 6.07 hereof, to maintain the confidentiality
of Privileged Information and to assert and maintain all applicable
Privileges. The Books and Records being transferred pursuant to Section
6.01 hereof, the access to information being granted pursuant to
Section 6.02 hereof, the agreement to provide witnesses and individuals
pursuant to Section 6.05 hereof and the transfer of Privileged
Information to either party pursuant to this Agreement shall not be
deemed a waiver of any Privilege that has been or may be asserted under
this Section or otherwise.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. INDEMNIFICATION BY TENNECO. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, Tenneco shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless the Packaging Indemnitees from and against any and all
Indemnifiable Losses of the Packaging Indemnitees arising out of, by reason of
or otherwise in connection with (i) the Automotive Liabilities, (ii) to the
extent Tenneco has not discharged its obligations under Section 5.04(c) above,
Tenneco's share of any Transaction Liability, or (iii) the breach by Tenneco or
any Automotive Subsidiary of any provision of this Agreement or any Ancillary
Agreement.
SECTION 7.02. INDEMNIFICATION BY PACKAGING. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, Packaging shall, to the fullest extent permitted by law, indemnify,
defend and hold harmless the Automotive Indemnitees from and against any and all
Indemnifiable Losses of the Automotive Indemnitees arising out of, by reason of
or otherwise in connection with either (i) the Packaging Liabilities, (ii) to
the extent Packaging has not discharged its obligations under Section 5.04(c)
above, Packaging's share of any Transaction Liability, or (iii) the breach by
Packaging or any Packaging Subsidiary of any provision of this Agreement or any
Ancillary Agreement.
SECTION 7.03. NO INDEMNIFICATION IN RESPECT OF INDEMNITEE'S INVESTMENT.
Notwithstanding anything to the contrary contained herein, Tenneco shall not be
obligated to indemnify, defend and hold harmless the Packaging Indemnitees from
and against, and Packaging shall not be obligated to indemnify, defend and hold
harmless the Automotive Indemnitees from and against, any Indemnifiable Losses
to the extent such Indemnifiable Losses arise out of, by reason of or otherwise
in connection with (i) the direct or indirect ownership, from and after the
Distribution Date, of any equity or other investment interest by such Indemnitee
in a member of the Indemnifying Party's Group or (ii) any direct or indirect
contractual or similar arrangement arising in the ordinary
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course of business between a member of the Automotive Group and a member of the
Packaging Group, except as otherwise contemplated by the terms of such
arrangement.
SECTION 7.04. LIMITATIONS ON INDEMNIFICATION OBLIGATIONS.
(a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES.
The amount that any party (an "INDEMNIFYING PARTY") is or may be
required to pay to any other Person (an "INDEMNITEE") pursuant to
Section 7.01 or Section 7.02 above, as applicable, shall be reduced
(retroactively or prospectively) by any Insurance Proceeds or other
amounts actually recovered from third parties by or on behalf of such
Indemnitee in respect of the related Indemnifiable Losses. The
existence of a claim by an Indemnitee for insurance or against a third
party in respect of any Indemnifiable Loss shall not, however, delay
any payment pursuant to the indemnification provisions contained herein
and otherwise determined to be due and owing by an Indemnifying Party.
Rather, the Indemnifying Party shall make payment in full of such
amount so determined to be due and owing by it against an assignment by
the Indemnitee to the Indemnifying Party of the entire claim of the
Indemnitee for such insurance or against such third party.
Notwithstanding any other provisions of this Agreement, it is the
intention of the parties hereto that no insurer or any other third
party shall be (i) entitled to a benefit it would not be entitled to
receive in the absence of the foregoing indemnification provisions,
(ii) relieved of the responsibility to pay any claims for which it is
obligated or (iii) entitled to any subrogation rights with respect to
any obligation hereunder. If an Indemnitee shall have received the
payment required by this Agreement from an Indemnifying Party in
respect of any Indemnifiable Losses and shall subsequently actually
receive Insurance Proceeds or other amounts in respect of such
Indemnifiable Losses, then such Indemnitee shall hold such Insurance
Proceeds in trust for the benefit of such Indemnifying Party and shall
pay to such Indemnifying Party a sum equal to the amount of such
Insurance Proceeds or other amounts actually received, up to the
aggregate amount of any payments received from such Indemnifying Party
pursuant to this Agreement in respect of such Indemnifiable Losses.
(b) FOREIGN CURRENCY ADJUSTMENTS. In the event that any
indemnification payment required to be made hereunder or under any
Ancillary Agreement shall be denominated in a currency other than U.S.
Dollars, the amount of such payment shall be translated into U.S.
Dollars using the foreign exchange rate for such currency determined in
accordance with the following rules:
(i) with respect to any Indemnifiable Losses
arising from the payment by a financial institution under a
guarantee, comfort letter, letter of credit, foreign exchange
contract or similar instrument, the foreign exchange rate for
such currency shall be determined as of the date on which such
financial institution shall have been reimbursed;
(ii) with respect to any Indemnifiable Losses
covered by insurance, the foreign exchange rate for such
currency shall be the foreign exchange rate employed
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by the insurance company providing such insurance in settling
such Indemnifiable Losses with the Indemnifying Party; and
(iii) with respect to any Indemnifiable Losses not
covered by either clause (i) or (ii) above, the foreign
exchange rate for such currency shall be determined as of the
date that notice of the claim with respect to such
Indemnifiable Losses shall be given to the Indemnitee.
SECTION 7.05. PROCEDURES FOR INDEMNIFICATION. Except as otherwise
specifically provided in any Ancillary Agreement, including, without limitation,
the Tax Sharing Agreement and the Human Resources Agreement:
(a) NOTICE OF THIRD PARTY CLAIMS. If a claim or demand is made
against an Indemnitee by any Person who is not a member of the
Automotive Group or the Packaging Group (a "THIRD PARTY CLAIM") as to
which such Indemnitee is entitled to indemnification pursuant to this
Agreement, such Indemnitee shall notify the Indemnifying Party in
writing, and in reasonable detail, of the Third Party Claim promptly
(and in any event within 30 business days) after receipt by such
Indemnitee of written notice of the Third Party Claim, provided,
however, that failure to give such notification shall not affect the
Indemnitee's right to indemnification hereunder except to the extent
the Indemnifying Party shall have been actually prejudiced as a result
of such failure (except that the Indemnifying Party shall not be liable
for any expenses incurred during the period in which the Indemnitee
failed to give such notice). The Indemnifying Party shall have 30 days
from personal delivery or mailing of such written notice to notify the
Indemnitee (i) whether or not the Indemnifying Party disputes the
liability of the Indemnifying Party to the Indemnitee with respect to
such claim or demand and (ii) whether or not it assumes the defense of
such claim or demand. Thereafter, the Indemnitee shall deliver to the
Indemnifying Party, promptly (and in any event within 15 business days)
after the Indemnitee's receipt thereof, copies of all notices and
documents (including court papers) received by the Indemnitee relating
to the Third Party Claim.
(b) LEGAL DEFENSE OF THIRD PARTY CLAIMS. If a Third Party
Claim is made against an Indemnitee, the Indemnifying Party shall be
entitled to participate in the defense thereof and, if it so chooses,
to assume the defense thereof with counsel selected by the Indemnifying
Party, which counsel shall be reasonably satisfactory to the
Indemnitee. Should the Indemnifying Party so elect to assume the
defense of a Third Party Claim, the Indemnifying Party shall not be
liable to the Indemnitee for legal or other expenses subsequently
incurred by the Indemnitee in connection with the defense thereof. If
the Indemnifying Party assumes such defense the Indemnitee shall have
the right to participate in the defense thereof and to employ counsel,
at its own expense, separate from the counsel employed by the
Indemnifying Party, it being understood that the Indemnifying Party
shall control such defense. The Indemnifying Party shall be liable for
the reasonable fees and expenses of counsel employed by the Indemnitee
for any period during which the Indemnifying Party has failed to assume
the defense of the Third Party Claim (other than during the period
prior to the time the Indemnitee shall have given notice of the Third
Party
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Claim as provided above). If the Indemnifying Party so elects to assume
the defense of any Third Party Claim, all of the Indemnitees shall
cooperate with the Indemnifying Party in the defense or prosecution
thereof. Notwithstanding the foregoing:
(i) the Indemnifying Party shall not be entitled to
assume the defense of any Third Party Claim (and shall be
liable to the Indemnitee for the reasonable fees and expenses
of counsel incurred by the Indemnitee in defending such Third
Party Claim) if the Third Party Claim either seeks an order,
injunction or other equitable relief or relief for other than
money damages against the Indemnitee which the Indemnitee
reasonably determines, after conferring with its counsel,
cannot be separated from any related claim for money damages;
provided, however, that if such equitable relief or other
relief portion of the Third Party Claim can be so separated
from that for money damages, the Indemnifying Party shall be
entitled to assume the defense of the portion relating to
money damages;
(ii) an Indemnifying Party shall not be entitled to
assume the defense of any Third Party Claim (and shall be
liable for the reasonable fees and expenses of counsel
incurred by the Indemnitee in defending such Third Party
Claim) if, in the Indemnitee's reasonable judgment, a conflict
of interest between such Indemnitee and such Indemnifying
Party exists in respect of such Third Party Claim or if the
claim for indemnification relates to a matter that, if
determined adversely, could reasonably be expected to expose
the Indemnitee to criminal prosecution or penalties; and
(iii) if at any time after assuming the defense of a
Third Party Claim an Indemnifying Party shall fail to
prosecute or withdraw from the defense of such Third Party
Claim, the Indemnitee shall be entitled to resume the defense
thereof and the Indemnifying Party shall be liable for the
reasonable fees and expenses of counsel incurred by the
Indemnitee in such defense.
(c) SETTLEMENT OF THIRD PARTY CLAIMS. Except as otherwise
provided below in this Section 7.05(c), or as otherwise specifically
provided in any Ancillary Agreement, if the Indemnifying Party has
assumed the defense of any Third Party Claim, then:
(i) in no event will the Indemnitee admit any
liability with respect to, or settle, compromise or discharge,
any Third Party Claim without the Indemnifying Party's prior
written consent (which consent shall not be unreasonably
withheld or delayed); provided, however, that the Indemnitee
shall have the right to settle, compromise or discharge such
Third Party Claim without the consent of the Indemnifying
Party if the Indemnitee releases the Indemnifying Party from
its indemnification obligation hereunder with respect to such
Third Party Claim and such settlement, compromise or discharge
would not otherwise adversely affect the Indemnifying Party,
and
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(ii) the Indemnitee will agree to any settlement,
compromise or discharge of a Third Party Claim that the
Indemnifying Party may recommend and that by its terms
obligates the Indemnifying Party to pay the full amount of the
liability in connection with such Third Party Claim and
releases the Indemnitee completely in connection with such
Third Party Claim and that would not otherwise adversely
affect the Indemnitee;
provided, however, that the Indemnitee may refuse to agree to any such
settlement, compromise or discharge if the Indemnitee agrees that the
Indemnifying Party's indemnification obligation with respect to such
Third Party Claim shall not exceed the amount that would be required to
be paid by or on behalf of the Indemnifying Party in connection with
such settlement, compromise or discharge. If the Indemnifying Party has
not assumed the defense of a Third Party Claim then in no event shall
the Indemnitee settle, compromise or discharge such Third Party Claim
without providing prior written notice to the Indemnifying Party, which
shall have the option within 15 business days following receipt of such
notice to
(i) approve and agree to pay the settlement,
(ii) approve the amount of the settlement, reserving
the right to contest the Indemnitee's right to indemnity
pursuant to this Agreement,
(iii) disapprove the settlement and assume in writing
all past and future responsibility for such Third Party Claim
(including all of Indemnitee's prior expenditures in
connection therewith), or
(iv) disapprove the settlement and continue to
refrain from participation in the defense of such Third Party
Claim, in which event the Indemnifying Party shall have no
further right to contest the amount or reasonableness of the
settlement if the Indemnitee elects to proceed therewith.
In the event the Indemnifying Party does not respond to such written
notice from the Indemnitee within such 15 business-day period, the
Indemnifying Party shall be deemed to have elected option (i) above.
(d) OTHER CLAIMS. Any claim on account of an Indemnifiable
Loss which does not result from a Third Party Claim shall be asserted
by written notice given by the Indemnitee to the applicable
Indemnifying Party. Such Indemnifying Party shall have a period of 30
business days after the receipt of such notice within which to respond
thereto. If such Indemnifying Party does not respond within such 30
business-day period, such Indemnifying Party shall be deemed to have
refused to accept responsibility to make payment. If such Indemnifying
Party does not respond within such 30 business-day period or rejects
such claim in whole or in part, such Indemnitee shall be free to pursue
such remedies as may be available to such party under applicable Law or
under this Agreement.
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(e) EXISTING THIRD PARTY CLAIMS. Effective as of the
Distribution Date, Tenneco and Packaging shall each be deemed to have
(i) received notification of a claim for indemnification from the other
party with respect to the Third Party Claims allocated to it under the
Litigation Letter, and (ii) elected to assume the defense of the Third
Party Claims allocated to it under the Litigation Letter pursuant to
Section 7.05(b). Thereafter, the relationships of the parties with
respect to such Third Party Claims shall be governed by the provisions
of Section 7.05.
SECTION 7.06. INDEMNIFICATION PAYMENTS. Indemnification required by
this Article VII shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when invoices or bills are
received or loss, liability, claim, damage or expense is incurred.
SECTION 7.07. OTHER ADJUSTMENTS.
(a) ADJUSTMENTS FOR TAXES. The amount of any Indemnifiable
Loss shall be:
(i) increased to take into account any net Tax cost
actually incurred by the Indemnitee arising from any payments
received from the Indemnifying Party (grossed up for such
increase); and
(ii) reduced to take account of any net Tax benefit
actually realized by the Indemnitee arising from the
incurrence or payment of any such Indemnifiable Loss.
In computing the amount of such Tax cost or Tax benefit, the Indemnitee
shall be deemed to recognize all other items of income, gain, loss,
deduction or credit before recognizing any item arising from the
receipt of any payment with respect to an Indemnifiable Loss or the
incurrence or payment of any Indemnifiable Loss, and such Tax cost or
Tax benefit shall be determined on a stand-alone basis (based upon the
operations of such Indemnitee) after eliminating any effect resulting
from the consolidation or inclusion for Tax purposes of the operations
of any affiliates, companies, partnerships, or any other Person with
the Indemnitee.
(b) REDUCTIONS FOR SUBSEQUENT RECOVERIES OR OTHER EVENTS. In
addition to any adjustments required pursuant to Section 7.04 hereof or
Section 7.07(a) above, if the amount of any Indemnifiable Losses shall,
at any time subsequent to any indemnification payment made by the
Indemnifying Party pursuant to this Article VII, be reduced by
recovery, settlement or otherwise, the amount of such reduction, less
any expenses incurred in connection therewith, shall promptly be repaid
by the Indemnitee to the Indemnifying Party, up to the aggregate amount
of any payments received from such Indemnifying Party pursuant to this
Agreement in respect of such Indemnifiable Losses.
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SECTION 7.08. OBLIGATIONS ABSOLUTE. The foregoing contractual
obligations of indemnification set forth in this Article VII shall:
(i) also apply to any and all Third Party Claims
that allege that any Indemnitee is independently, directly,
vicariously or jointly and severally liable to such third
party;
(ii) to the extent permitted by applicable law,
apply even if the Indemnitee is partially negligent or
otherwise partially culpable or at fault, whether or not such
liability arises under any doctrine of strict liability; and
(iii) be in addition to any liability or obligation
that an Indemnifying Party may have other than pursuant to
this Agreement.
SECTION 7.09. SURVIVAL OF INDEMNITIES. The obligations of Tenneco and
Packaging under this Article VII shall survive the sale or other transfer by any
of them of any assets or businesses or the assignment by any of them of any
Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to
such assets, businesses or Liabilities.
SECTION 7.10. REMEDIES CUMULATIVE. The remedies provided in this
Article VII shall be cumulative and shall not preclude assertion by any
Indemnitee of any other rights or the seeking of any and all other remedies
against any Indemnifying Party.
SECTION 7.11. COOPERATION OF THE PARTIES WITH RESPECT TO ACTIONS AND
THIRD PARTY CLAIMS.
(a) IDENTIFICATION OF PARTY IN INTEREST. Any party to this
Agreement that has responsibility for an Action or Third Party Claim
shall identify itself as the true party in interest with respect to
such Action or Third Party Claim and shall use its commercially
reasonable efforts to obtain the dismissal of any other party to this
Agreement from such Action or Third Party Claim.
(b) DISPUTES REGARDING RESPONSIBILITY FOR ACTIONS AND THIRD
PARTY CLAIMS. If there is uncertainty or disagreement concerning which
party to this Agreement has responsibility for any Action or Third
Party Claim (including any Action or Third Party Claim with respect to
any 1996 Agreement not otherwise provided for), the following procedure
shall be followed in an effort to reach agreement concerning
responsibility for such Action or Third Party Claim:
(i) In general, each party shall control the portion
of such dispute or controversy that directly and exclusively
relates to a liability or benefit borne by such party. To the
extent any issue involved in, or aspect of, such dispute or
controversy does not directly and exclusively relate to the
liability or benefit of one party, Tenneco and Packaging shall
jointly control and otherwise handle such issue or matter upon
such terms as they may agree. The parties in disagreement over
the
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responsibility for an Action or Third Party Claim shall
exchange brief written statements setting forth their position
concerning which party has responsibility for the Action or
Third Party Claim in accordance with the provisions of this
Article VII. These statements shall be exchanged within 10
days of a party putting another party on written notice that
the other party is or may be responsible for the Action or
Third Party Claim.
(ii) If within 10 days of the exchange of the
written statement of each party's position agreement is not
reached on responsibility for the Action or Third Party
Claim, the General Counsel for each of the parties in
disagreement over responsibility for the Action or Third
Party Claim shall speak either by telephone or in person to
attempt to reach agreement on responsibility for the Action
or Third Party Claim.
(c) EFFECT OF FAILURE TO FOLLOW PROCEDURE. Failure to follow
the procedure set forth in clause (b) above shall not affect the rights
and responsibilities of the parties as established by the other
provisions of this Article VII.
(d) EXCHANGE OF INFORMATION. In connection with the handling
of current or future Actions or Third Party Claims, the parties may
determine that it is in their mutual interest to exchange privileged or
confidential information. If so, the parties agree to discuss whether
it is in their mutual interest to enter into a joint defense agreement
or information exchange agreement to maintain the confidentiality of
their communications and to permit them to maintain the confidentiality
of proprietary information or information that is otherwise
confidential or subject to an applicable privilege, including but not
limited to the attorney-client, work product, executive, deliberative
process or self-evaluation privileges.
SECTION 7.12. CONTRIBUTION. To the extent that any indemnification
provided for under Section 7.01 or Section 7.02 is unavailable to an Indemnitee
or is insufficient in respect of any of the Indemnifiable Losses of such
Indemnitee then the Indemnifying Party under such Section, in lieu of
indemnifying such Indemnitee thereunder, shall contribute to the amount paid or
payable by such Indemnitee as a result of such Indemnifiable Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnitee on the other hand from the
transaction or other matter which resulted in the Indemnifiable Losses or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Indemnifying Party on the one hand and of the Indemnitee on the other hand in
connection with the action, inaction, statements or omissions that resulted in
such Indemnifiable Losses as well as any other relevant equitable
considerations.
SECTION 7.13. PROCEDURES WITH RESPECT TO TRANSACTION LIABILITIES.
(a) NOTICE. If a Third Party Claim is made against either
party or such party's Group which may give rise to a Transaction
Liability, such party shall notify the other party in writing, and in
reasonable detail, of the Third Party Claim promptly (and in any event
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within 15 business days) after receipt by such party of written notice
of the Third Party Claim, provided, however, that failure to give such
notification shall not affect either party's right to indemnification
hereunder except to the extent a party shall have been actually
prejudiced as a result of such failure. The parties shall deliver to
each other, promptly (and in any event within 15 business days) after
the receipt thereof, copies of all notices and documents (including
court papers) received by a party relating to such Third Party Claim.
(b) LEGAL DEFENSE. If the parties jointly determine that a
Third Party Claim may give rise to a Transaction Liability, the parties
shall jointly agree on the manner of the defense of such Third Party
Claim, including the selection of counsel and responsibility for
strategic decisions, and share equally all costs and expenses incurred
in connection with defending such Claim. If the parties disagree as to
whether any Third Party Claim may or may not give rise to a Transaction
Liability, the parties shall proceed in accordance with Section 7.11(b)
above with respect to such Third Party Claim.
(c) SETTLEMENT. In no event will either party admit any
liability with respect to, or settle, compromise or discharge, any
Third Party Claim that the parties have jointly determined may give
rise to a Transaction Liability without the other party's prior written
consent (which consent shall not be unreasonably withheld or delayed);
provided, however, that either party shall have the right to settle,
compromise or discharge such Third Party Claim without the consent of
the other party if such party releases the other party from its
indemnification obligation hereunder with respect to such Third Party
Claim and such settlement, compromise or discharge contains a full and
unconditional release of the other party with no obligation to pay any
amounts on account of such Claim and would not otherwise adversely
affect the other party.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. COMPLETE AGREEMENT, CONSTRUCTION. This Agreement,
including the Exhibits and Schedules hereto, and the Ancillary Agreements shall
constitute the entire agreement between the parties with respect to the subject
matter hereof and shall supersede all previous negotiations, commitments and
writings with respect to such subject matter. In the event of any inconsistency
between this Agreement and any Schedule or Exhibit hereto, the Schedule or
Exhibit, as the case may be, shall prevail. Notwithstanding any other provisions
in this Agreement to the contrary, in the event and to the extent that there
shall be a conflict between the provisions of this Agreement and the provisions
of any Ancillary Agreement, such Ancillary Agreement shall control.
SECTION 8.02. ANCILLARY AGREEMENTS. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the Ancillary Agreements except as specifically and
expressly provided by the Ancillary Agreements.
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SECTION 8.03. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to the other parties.
SECTION 8.04. SURVIVAL OF AGREEMENTS. Except as otherwise expressly
provided herein, all covenants and agreements of the parties contained in this
Agreement shall survive the Distribution Date.
SECTION 8.05. RESPONSIBILITY FOR EXPENSES. Subject to the provisions of
the Debt Realignment, Tenneco and Packaging will each pay for all its fees,
costs and expenses incurred by it or a member of its respective Group on or
prior to the Distribution Date in connection with the Distribution. Except as
otherwise set forth in this Agreement or any Ancillary Agreement each party
shall bear its own costs and expenses incurred after the Distribution Date.
SECTION 8.06. NOTICES. All notices and other communications to a party
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or otherwise) to such
party (and will be deemed given on the date on which the notice is received by
such party) at the address for such party set forth below (or at such other
address for the party as the party shall, from time to time, specify by like
notice to the other parties):
If to Tenneco, at: 500 North Field Drive
Lake Forest, Illinois 60045
Telecopier:
Attention: General Counsel
If to Packaging, at: 1900 West Field Court
Lake Forest, Illinois 60045
Telecopier:
Attention: General Counsel
SECTION 8.07. WAIVERS. The failure of any party hereto to require
strict performance by any other party of any provision in this Agreement will
not waive or diminish that party's right to demand strict performance thereafter
of that or any other provision hereof.
SECTION 8.08. AMENDMENTS. Subject to the terms of Section 8.11 hereof,
this Agreement may not be modified or amended except by an agreement in writing
signed by the parties hereto.
SECTION 8.09. ASSIGNMENT. This Agreement shall be assignable in whole
in connection with a merger or consolidation or the sale of all or substantially
all the assets of a party hereto so long as the resulting, surviving or
transferee entity assumes all the obligations of the relevant party hereto by
operation of law or pursuant to an agreement in form and substance reasonably
satisfactory to the parties to this Agreement. Otherwise this Agreement shall
not be assignable, in whole or in part, directly or indirectly, by any party
hereto without the prior written consent of the other, and any
TENNECO DISTRIBUTION AGREEMENT
-42-
<PAGE> 48
attempt to assign any rights or obligations arising under this Agreement without
such consent shall be void.
SECTION 8.10. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective permitted successors and permitted assigns.
SECTION 8.11. TERMINATION. This Agreement may be terminated and the
Distribution may be amended, modified or abandoned at any time prior to the
Distribution by and in the sole discretion of Tenneco without the approval of
Packaging or the stockholders of Tenneco. In the event of such termination, no
party shall have any liability of any kind to any other party or any other
person. After the Distribution, this Agreement may not be terminated except by
an agreement in writing signed by all of the parties hereto; provided, however,
that Article VII shall not be terminated or amended after the Distribution in
respect of the third party beneficiaries thereto without the consent of such
persons.
SECTION 8.12. THIRD PARTY BENEFICIARIES. Except as provided in Article
VII hereof (relating to Indemnitees), this Agreement is solely for the benefit
of the parties hereto and the members of their respective Groups and Affiliates,
and should not be deemed to confer upon third parties any remedy, claim,
liability, right of reimbursement, claim of action or other right in excess of
those existing without reference to this Agreement.
SECTION 8.13. ATTORNEY FEES. A party in breach of this Agreement shall,
on demand, indemnify and hold harmless the other parties hereto for and against
all out-of-pocket expenses, including, without limitation, reasonable legal
fees, incurred by such other party by reason of the enforcement and protection
of its rights under this Agreement. The payment of such expenses is in addition
to any other relief to which such other party may be entitled hereunder or
otherwise.
SECTION 8.14. TITLE AND HEADINGS. Titles and headings to sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.
SECTION 8.15. EXHIBITS AND SCHEDULES. The Exhibits and Schedules
attached hereto shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.
SECTION 8.16. SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that there is no adequate remedy at law for the failure by such
parties to comply with the provisions of this Agreement and that such failure
would cause immediate harm that would not be adequately compensable in damages.
Accordingly, each of the parties hereto agrees that their agreements contained
herein may be specifically enforced without the requirement of posting a bond or
other security, in addition to all other remedies available to the parties
hereto under this Agreement.
SECTION 8.17. GOVERNING LAW. ALL QUESTIONS OR DISPUTES CONCERNING
THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND
TENNECO DISTRIBUTION AGREEMENT
-43-
<PAGE> 49
THE SCHEDULES AND EXHIBITS HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS, AND
NOT THE LAW OF CONFLICTS, OF THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY (i) AGREES TO BE SUBJECT TO,
AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE
OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, (ii) TO
THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE
STATE OF DELAWARE, HEREBY APPOINTS THE CORPORATION TRUST COMPANY, AS SUCH
PARTY'S AGENT IN THE STATE OF DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (iii)
AGREES THAT SERVICE MADE ON ANY SUCH AGENT SET FORTH IN (ii) ABOVE SHALL HAVE
THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN
THE STATE OF DELAWARE.
SECTION 8.18. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
SECTION 8.19. SUBSIDIARIES. Each of the parties hereto shall cause to
be performed, and hereby guarantee the performance of, all actions, agreements
and obligations set forth herein to be performed by any Subsidiary of such party
which is contemplated to be a Subsidiary of such party on and after the
Distribution Date.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
TENNECO INC.
By
--------------------------------
Name:
Title:
TENNECO PACKAGING INC.
By
--------------------------------
Name:
Title:
TENNECO DISTRIBUTION AGREEMENT
-44-
<PAGE> 50
EXHIBIT A
TENNECO
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------------------
SPIN-OFF CONSOLIDATED
TENNECO DEBT AND RELATED TENNECO
AS REPORTED REALIGNMENT TRANSACTIONS PRO FORMA
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments.............. $ 40 $ -- $ -- $ 40
Receivables...................................... 606 -- 100(c) 785
79 (b)
Inventories...................................... 401 -- -- 401
Other current assets............................. 129 31(a) -- 160
------ ----- ------- ------
Total current assets........................... 1,176 31 179 1,386
Plant, property, and equipment, net................ 1,049 -- -- 1,049
Goodwill and intangibles, net...................... 510 -- -- 510
Other assets and deferred charges.................. 260 41(a) (54)(f) 247
Net assets of discontinued operations.............. 1,421 -- (1,421)(d) --
------ ----- ------- ------
Total assets................................... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
LIABILITIES AND
SHAREOWNERS' EQUITY
Current liabilities:
Short-term debt (including current maturities on
long-term debt)................................ $ 206 $(206)(a) $ -- $ --
Trade payables................................... 351 -- 20(c) 371
Other current liabilities........................ 287 -- -- 287
------ ----- ------- ------
Total current liabilities...................... 844 (206) 20 658
Long-term debt..................................... 832 841(a) -- 1,673
Deferred income taxes.............................. 39 -- (22)(f) 17(e)
Other liabilities and deferred credits............. 168 -- -- 168
Minority interest.................................. 411 (394)(a) -- 17
Shareowners' equity................................ 2,122 (169)(a) (1,421)(d) 659
80(c)
(32)(f)
79(b)
------ ----- ------- ------
Total liabilities and shareowners' equity...... $4,416 $ 72 $(1,296) $3,192
====== ===== ======= ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Balance Sheet.
TENNECO DISTRIBUTION AGREEMENT
A-1
<PAGE> 51
TENNECO
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(a) To reflect adjustments to Tenneco's debt for the debt realignment and the
assumed payment of interest on Tenneco consolidated debt tendered or
exchanged as part of the pre-spin-off debt realignment. The adjustment to
equity reflects the net impact of the debt realignment, the recording of
debt issue costs and deferred income taxes related to the debt realignment.
Tenneco will acquire certain subsidiary preferred stock as part of the debt
realignment. At this time, Tenneco cannot determine the ultimate amount of
securities which will be purchased in the cash tender offers, or the
ultimate amount of the original securities which will be exchanged for new
securities in the exchange offers, and the amounts could vary significantly.
These pro forma adjustments assume that 100% of the securities subject to
the cash tender offers are purchased and 100% of the original securities are
exchanged for new securities. These pro forma adjustments also assume that
the new securities will be recorded at the net carrying amount of the
original securities (in other words, the new securities are assumed not to
be "substantially different;" see "Accounting Treatment of the Exchange
Offers"). The results of the exchange offers could vary based on a number of
factors, including the level of acceptance of the exchange offers, the
ultimate interest rate of the exchanged securities and whether the exchanges
will be considered extinguishments for accounting purposes. Based on current
interest rate markets, it is expected that the exchange offers will not be
extinguishments for accounting purposes. Tenneco expects to incur an
extraordinary charge as a result of the debt realignment related to the cash
tender offers. Tenneco estimates that this cost will be approximately $20 to
$25 million after-tax based on current market rates of interest. Other
costs, including transaction costs related to the acquisition of certain
subsidiary preferred stock and costs associated with foreign tax
restructuring initiatives, will be incurred by Tenneco in connection with
the corporate restructuring transactions and the spin-off which Tenneco
estimates will be approximately $50 million after-tax. The effect on
Tenneco's debt of these costs has been reflected in this pro forma
adjustment. However, these charges have not been included in the unaudited
pro forma consolidated statements of income.
(b) To reflect the purchase of Automotive accounts receivable at fair value
which had previously been sold to a third party.
(c) To reflect affiliated receivables and payables with Packaging that were
eliminated in the Tenneco consolidated balance sheet.
(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.
(e) Deferred income taxes at June 30, 1999 include $79 million of net operating
loss carryforwards which will be utilized by Packaging upon the planned sale
of Packaging's remaining interest in its containerboard joint venture.
(f) To reflect the increase in net periodic pension costs resulting from the
transfer to Packaging of prepaid pension costs attributable to Automotive
employees. Automotive employees will no longer participate in the Tenneco
Retirement Plan following the spin-off and Packaging will become the sponsor
of this plan. These prepaid pension costs will be transferred to Packaging
in connection with the corporate restructuring transactions.
TENNECO DISTRIBUTION AGREEMENT
A-2
<PAGE> 52
EXHIBIT B
AUTOMOTIVE SUBSIDIARIES
<TABLE>
<S> <C>
TENNECO INC. (DELAWARE) (to be renamed Tenneco Automotive Inc.)
Tenneco Automotive Inc. (to be renamed)...........................................................100%
Beijing Monroe Automobile Shock Absorber Company Ltd. (Peoples
Republic of China)........................................................................51
(Tenneco Automotive Inc. owns 51%; and Beijing Automotive Industry
Corporation, an unaffiliated company, owns 49%)
Dalian Walker-Gillet Muffler Co. Ltd. (Peoples Republic of China)..............................55
(Tenneco Automotive Inc. owns 55%; and non-affiliates own 45%)
McPherson Strut Company Inc. (Delaware).......................................................100
Precision Modular Assembly Corp. (Delaware)...................................................100
Shanghai Walker Exhaust Company, Ltd. (Peoples Republic of China)..............................55
(Tenneco Automotive Inc. owns 55%; and Shanghai Tractor and Internal
Combustion Engine Company, Ltd., an unaffiliated company, owns 45%)
Tenneco Asheville Inc. (Delaware).............................................................100
Tenneco Asia Inc. (Delaware)..................................................................100
Tenneco Automotive Foreign Sales Corporation Limited (Jamaica)................................100
Tenneco Automotive Japan Ltd. (Japan).........................................................100
Tenneco Automotive Nederlands B.V. (Netherlands)..............................................100
Tenneco Automotive RSA Company (Delaware).....................................................100
Tenneco Automotive Trading Company (Delaware).................................................100
Tenneco Brake, Inc. (Delaware)................................................................100
Tenneco Europe Limited (Delaware).............................................................100
Wimetal S. A. (France)....................................................................<1
(Tenneco Europe Limited owns 1 share; Walker Limited owns 1 share;
Walker France S.A. owns 99%; and each of David Zerhusen, Howard
van Schoyck, Daniel Barth, Daniel Bellanger, Herman Weltens and
Theo Bonneu, affiliated persons, owns 1 share)
Tenneco Inc. (Nevada).........................................................................100
Tenneco International Finance Limited (United Kingdom)(1).....................................100
Tenneco International Holding Corp. (Delaware)................................................100
Monroe Australia Pty. Limited (Australia)................................................100
Monroe Springs (Australia) Pty. Ltd. (Australia).....................................100
Monroe Superannuation Pty. Ltd. (Australia)..........................................100
Walker Australia Pty. Limited (Australia)............................................100
Tenneco Automotive Europe N.V. (Belgium).................................................100
Monroe Amortisor Imalat Ve Ticaret A.S. (Turkey)......................................99.85
(Tenneco Automotive Europe N.V. owns 99.85%; and various
unaffiliated individual stockholders own 0.15%)
Tenneco Automotive Italia S.r.l. (Italy)..................................................85
(Tenneco International Holding Corp. owns 85%; and Tenneco Automotive
France, S.A. owns 15%)
Tenneco Automotive Polska Sp. z.O.O........................................................1
(Tenneco International Holding Corp. owns 1%; and Tenneco Global Holdings
Inc. owns 99%)
</TABLE>
TENNECO DISTRIBUTION AGREEMENT
B-1
<PAGE> 53
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC.
SUBSIDIARIES OF TENNECO INTERNATIONAL HOLDING CORP.
Tenneco Romania Sr(1)(Romania).............................................................0.14%
(Tenneco International Holding Corp. owns 0.14%; and Tenneco Global
Holdings Inc. owns 99.86%)
Tenneco Automotive Sverige A.B. (Sweden).................................................100
Tenneco Canada Inc. (Ontario)............................................................100
Tenneco Global Holdings Inc. (Delaware)..................................................100
Fric-Rot S.A.I.C. (Argentina).........................................................55
(Tenneco Global Holdings Inc. owns 55%; Maco Inversiones S.A.
owns 44.85%; and unaffiliated parties own .15%)
Maco Inversiones S.A. (Argentina)....................................................100
Fric-Rot S.A.I.C. (Argentina).....................................................44.85
(Maco Inversiones S.A. owns 44.85%; Tenneco Global Holdings
Inc. owns 55%; and unaffiliated parties own .15%)
Monroe Springs (New Zealand) Pty. Ltd. (New Zealand).................................100
Monroe Czechia s.r.o. (Czech Republic)...............................................100
Tenneco Automotive Iberica, S.A. (Spain).............................................100
Tenneco Automotive Polska Sp. z.O.O. (Poland).........................................99
(Tenneco Global Holdings Inc. owns 99%; and Tenneco International
Holding Corp. owns 1%)
Tenneco Romania Srl (Romania).........................................................99.86
(Tenneco Global Holdings Inc. owns 99.86%; and Tenneco International
Holding Corp. owns 0.14%)
Tenneco Mauritius Limited (Mauritius)................................................100
Hydraulics Limited (India)........................................................51
(Tenneco Mauritius Limited owns 51% and Bangalore Union
Services Limited, an unaffiliated company, owns 49%)
Renowned Automotive Products Manufacturers Ltd. (India)......................83
(Hydraulics Limited owns 83%; and non-affiliates own 17%)
Tenneco Automotive India Private Limited (India).................................100
Walker Exhaust India Private Limited (India)................................100
(Tenneco Automotive India Private Limited owns less than
100%; and an unaffiliated party owns the balance)
Tenneco Holdings Danmark A/S (Denmark)...................................................100
Gillet Exhaust Technologie (Proprietary) Limited (South Africa)......................100
Gillet Lazne Belohrad, s.r.o. (Czech Republic) ......................................100
Kinetic Ltd. (Australia)..............................................................99
(Tenneco Holdings Danmark A/S owns 99%+; and unaffiliated
entities own less than 1%)
Tenneco Automotive Holdings South Africa Pty. Ltd. (South Africa).....................51
(Tenneco Holdings Danmark A/S owns 51%; and an unaffiliated
party owns 49%)
Armstrong Hydraulics South Africa (Pty.) Ltd. (South Africa).....................100
Armstrong Properties (Pty.) Ltd. (South Africa)..................................100
</TABLE>
(1) In dissolution.
TENNECO DISTRIBUTION AGREEMENT
B-2
<PAGE> 54
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC.
SUBSIDIARIES OF TENNECO GLOBAL HOLDINGS INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE HOLDINGS SOUTH AFRICA PTY. LTD.
Monroe Manufacturing (Pty.) Ltd. (South Africa)..................................100%
Smiths Industrial (SWA) (Pty.) Ltd. (South Africa)...............................100
Tenneco Automotive Port Elizabeth (Proprietary) Limited
(South Africa).......................................................................100
Tenneco Automotive Portugal - Componentes para Automovel, S.A.
(Portugal).......................................................................100
Walker Danmark A/S (Denmark).........................................................100
Tenneco Automotive France S.A. (France)..................................................100
(Tenneco International Holding Corp. owns 470,371 shares; Daniel
Bellanger owns 16 shares; Robert Bellanger owns 8 shares; and
each of Walker Europe, Inc., Alain Bellanger, Theodore
Bonneu, Roy Kolotylo and David Zerhusen owns 1 share)
Gillet Tubes Technologies G.T.T. (France)............................................100
Monroe Packaging N.V. (Belgium).......................................................99.9
(Tenneco Automotive Europe N.V. owns 99.9%; and Tenneco
Automotive France S.A. owns 0.1%)
Tenneco Automotive Europe Coordination Center N.V. (Belgium)..........................99.9
(Tenneco Automotive Europe N.V. owns 99.9%; and Tenneco
Automotive France S.A. owns 0.1%)
Tenneco Automotive Italia S.r.l. (Italy)..............................................15
(Tenneco International Holding Corp. owns 85%; and Tenneco
Automotive France S.A. owns 15%)
Walker France Constructeurs S.A.R.L. (France)........................................100
Wimetal S.A. (France).................................................................99
(Tenneco Automotive France S.A. owns 99%; Tenneco Europe Limited
owns 1 share, Walker Limited owns 1 share; and each of David Zerhusen,
Howard van Schoyck, Daniel Barth, Daniel Bellanger, Herman Weltens
and Theo Bonneu, affiliated persons, owns 1 share)
The Pullman Company (Delaware)................................................................100
Autopartes Walker S.A. de C.V. (Mexico).................................................100
Consorcio Terranova S.A. de C.V. (Mexico).............................................99.99
(Autopartes Walker S.A. de C.V. owns 99.99%; and Josan
Latinamericana S.A. de C.V., an unaffiliated company, owns 0.01%)
Monroe-Mexico S.A. de C.V. (Mexico)..................................................100
Tenneco Automotive Servicios de Mexico, S.A. de C.V. (Mexico)......................0.01
(Monroe-Mexico, S.A. de C.V. owns 1 share; and Proveedora
Walker S. de R.L. de C.V. owns 49,999 shares)
Proveedora Walker S. de R.L. de C.V. (Mexico) ........................................99.99
(Autopartes Walker S.A. de C.V.owns 99.99%; and Pullmex S. de
R.L. de C.V. owns .01%)
</TABLE>
TENNECO DISTRIBUTION AGREEMENT
B-3
<PAGE> 55
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC.
SUBSIDIARIES OF THE PULLMAN COMPANY
SUBSIDIARIES OF PROVEEDORA WALKER S. DE R.L. DE CV
Pullmex S. de R.L. de C.V. (Mexico)................................................0.01%
(Proveedora Walker S. de R.L. de C.V. owns 0.01% and
Autopartes Walker S.A. de C.V. owns 99.99%)
Tenneco Automotive Servicios de Mexico, S.A. de C.V. (Mexico).....................99.99
(Proveedora Walker S. de R.L. de C.V. owns 49,999 shares, and
Monroe-Mexico, S.A. de C.V. owns 1 share)
Pullmex S. de R.L. de C.V.............................................................99.99
(Autopartes Walker S.A. de C.V. owns 99.9%; and Proveedora
Walker S. de R.L. de C.V. owns 0.1%)
Proveedora Walker S. de R.L. de C.V. (Mexico) .....................................0.01
(Pullmex S. de R.L. de C.V. owns 0.01%; and Autopartes
Walker S.A. de C.V. owns 99.99%)
Clevite Industries Inc. (Delaware).......................................................100
Peabody International Corporation (Delaware).............................................100
Barasset Corporation (Ohio)..........................................................100
Peabody Galion Corporation (Delaware)................................................100
Peabody Gordon-Piatt, Inc. (Delaware)................................................100
Peabody N.E., Inc. (Delaware)........................................................100
Peabody World Trade Corporation (Delaware)...........................................100
Peabody-Myers Corporation (Illinois).................................................100
Pullman Canada Ltd. (Canada)..........................................................61
(Peabody International Corporation owns 61%; and The Pullman
Company owns 39%)
Pullman Canada Ltd. (Canada)..............................................................39
(The Pullman Company owns 39%; and Peabody International
Corporation owns 61%)
Pullman Standard Inc. (Delaware).........................................................100
Tenneco Brazil Ltda. (Brazil)............................................................100
Tenneco Automotive Brasil Ltda. (Brazil).............................................100
Thompson and Stammers Dunmow (Number 6) Limited (United Kingdom)..............................100
Thompson and Stammers Dunmow (Number 7) Limited (United Kingdom)..............................100
TMC Texas Inc. (Delaware).....................................................................100
Walker Electronic Silencing Inc. (Delaware)...................................................100
Walker Europe, Inc. (Delaware)................................................................100
Tenneco Automotive France S.A. (France)....................................................1
(Tenneco International Holding Corp. owns 470,371 shares; Daniel
Ballenger owns 16 shares; Robert Bellanger owns 8 shares; and
each of Walker Europe, Inc., Alain Bellanger, Theodore
Bonneu, Roy Kolotylo and David Zerhusen owns 1 share)
Walker Limited (United Kingdom)...............................................................100
</TABLE>
TENNECO DISTRIBUTION AGREEMENT
B-4
<PAGE> 56
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC.
SUBSIDIARIES OF WALKER LIMITED (UNITED KINGDOM)
Gillet Torsmaskiner UK Limited (United Kingdom)...........................................50
(Walker Limited owns 100 A Ordinary Shares, 50% of total equity; and
AB Torsmaskiner, an unaffiliated company, owns 100 B Ordinary
Shares, 50% of total equity)
Exhaust Systems Technology Limited (United Kingdom)...................................99.99%
(Gillet Torsmaskiner UK Limited owns 99.99%; and Heinrich
Gillet GmbH & Co. owns .01%)
Tenneco Automotive UK Limited (United Kingdom)...........................................100
Gillet Exhaust Manufacturing Limited (United Kingdom)................................100
Gillet Pressings Cardiff Limited (United Kingdom)....................................100
Walker (UK) Limited (United Kingdom).................................................100
J.W. Hartley (Motor Trade) Limited (United Kingdom)..............................100
Tenneco - Walker (U.K.) Ltd. (United Kingdom)....................................100
Tenneco Management (Europe) Limited (United Kingdom).....................................100
Wimetal S. A. (France).....................................................................1
(Walker Limited owns 1 share; Tenneco Europe Limited owns 1
share; Tenneco Automotive France S.A. owns 99%; and each of
David Zerhusen, Howard van Schoyck, Daniel Barth, Daniel
Bellanger, Herman Weltens and Theo Bonneu, affiliated
persons, owns 1 share)
Walker Manufacturing Company (Delaware).......................................................100
Ced's Inc. (Illinois)....................................................................100
Walker Norge A/S (Norway).....................................................................100
Tenneco Deutschland Holdinggesellschaft mbH (Germany)..............................................99.97
(Tenneco Inc. owns 99.97%; and Atlas Vermoegensverwaltung, an
unaffiliated company, owns 0.03%)
GILLET Unternehmesverwaltungs GmbH (Germany)..................................................100
Heinrich Gillet GmbH & Co. KG (Germany)....................................................0.1
(GILLET Unternehmesverwaltungs GmbH owns 0.1%; and Tenneco
Deutschland Holdinggesellschaft mbH owns 99.9%. The
subsidiaries of Heinrich Gillet GmbH & Co. KG are listed
below.)
Heinrich Gillet GmbH & Co. KG (Germany)........................................................99.9
(Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%; and
GILLETUnternehmesverwaltungs GmbH owns 0.1%)
ELGIRA Montagebetrieb fur Abgasanlagen Rastatt GmbH (Germany).............................50
(Heinrich Gillet GmbH & Co. KG owns 50%; and an unaffiliated
party owns 50%)
Exhaust Systems Technology Limited (United Kingdom)........................................0.01
(Heinrich Gillet GmbH & Co. KG owns 0.01%; and Gillet Torsmaskiner
UK Limited owns 99.99%)
Gillet-Abgassysteme Zickau Gmbh (Germany)................................................100
Elagest AB (Sweden)...................................................................50
(Gillet-Abgassysteme Zickau GmbH owns 50%; and an
unaffiliated party owns 50%)
</TABLE>
TENNECO DISTRIBUTION AGREEMENT
B-5
<PAGE> 57
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO INC.
SUBSIDIARIES OF TENNECO AUTOMOTIVE INC.
SUBSIDIARIES OF TENNECO DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
SUBSIDIARIES OF HEINRICH GILLET GMBH & CO. KG
Mastra-Gillet Industria e Comercio Ltda. (Brazil).........................................50
(Heinrich Gillet GmbH & Co. KG owns 50%; and Mastra Industria e
Comercio Ltda., an unaffiliated company, owns 50%)
Montagewerk Abgastechnik Emden GmbH (Germany..............................................50%
(Heinrich Gillet GmbH & Co. KG owns 50%; and an unaffiliated
party owns 50%)
Tenneco Automotive Deutschland GmbH (Germany).................................................100
WALKER GILLET (Europe) GmbH (Germany).........................................................100
</TABLE>
(1) In dissolution.
TENNECO DISTRIBUTION AGREEMENT
B-6
<PAGE> 58
EXHIBIT C
CORPORATE RESTRUCTURING TRANSACTIONS
Set forth below are the transactions that, as applicable, the members of
each of the Packaging and Automotive Groups will consummate in connection with
the Distributions and Spin. A list of defined terms is included as Schedule 1 to
this Exhibit. Capitalized terms used but not otherwise defined in Schedule 1
have the meaning ascribed to them under the Distribution Agreement.
A. REALIGNMENT OF INTERCOMPANY OBLIGATIONS.
The following transactions will be effected to realign the intercompany
accounts of the Automotive and Packaging Groups. After the completion of these
transactions, TI will have a single net intercompany obligation from TPI and all
other intercompany obligations (other than trade accounts) will be exclusively
between entities which are members of the same Group. Following the completion
of these transactions, there will be no further transfers of funds between
members of different Groups other than pursuant to transactions occurring in the
ordinary course of business (trade accounts) and transfers required or otherwise
permitted pursuant to these Corporate Restructuring Transactions.
1. REALIGNMENT OF AG INTERCOMPANY OBLIGATIONS.
Realignment of AG Foreign Intercompany Accounts. Each foreign member of AG
having a net intercompany obligation owing from a member of PG (excluding trade
accounts receivable) will transfer such net intercompany obligation to TMEL in
exchange for an intercompany advance receivable from TMEL in an amount equal to
the aggregate amount of the net intercompany receivables and notes transferred.
TMEL will assume the net intercompany obligation owed by each foreign member of
AG having a net intercompany obligation to a member of PG (excluding trade
accounts payable) in exchange for the issuance by each such AG member of an
intercompany advance payable to TMEL in an amount equal to the aggregate amount
of the net intercompany obligations assumed
Realignment of AG Domestic Intercompany Obligations. Each domestic member
of AG having a net intercompany obligation owing from a member of PG (excluding
trade accounts receivable) will transfer such net intercompany obligation to TI
in exchange for an intercompany advance receivable from TI in an amount equal to
the aggregate amount of the net intercompany receivables and notes transferred.
TI will assume the net intercompany obligations owed by each domestic member of
AG having a net intercompany obligation to a member of PG (excluding trade
accounts payable) in exchange for the issuance by each such AG member of an
intercompany advance payable to TI in an amount equal to the aggregate amount of
the net intercompany obligations assumed.
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2. REALIGNMENT OF PG INTERCOMPANY OBLIGATIONS
Realignment of PG Foreign Intercompany Accounts. Each foreign member of PG
having a net intercompany obligation from a member of AG (excluding trade
accounts receivable) will transfer such net intercompany obligation to TPUKL in
exchange for an intercompany advance receivable from TPUKL in an amount equal to
the aggregate amount of the net intercompany receivables and notes transferred.
TPUKL will assume the net intercompany obligations owed by each foreign member
of PG having a net intercompany obligation to a member of the AG (excluding
trade accounts payable) in exchange for the issuance by each such PG member of
an intercompany advance payable to TPUKL in an amount equal to the aggregate
amount of the net intercompany obligations assumed.
Realignment of PG Domestic Intercompany Obligations. Each domestic member
of PG having a net intercompany obligation owing from a member of AG (excluding
trade accounts receivable) will transfer such net intercompany obligation to TPI
in exchange for an intercompany advance receivable from TPI in an amount equal
to the aggregate amount of the net intercompany receivables and notes
transferred. TPI will assume the net intercompany obligations owed by each
domestic member of PG having a net intercompany obligation to a member of AG
(excluding trade accounts payable) in exchange for the issuance by each such PG
member of an intercompany advance payable to TPI in an amount equal to the
aggregate amount of the net intercompany obligations assumed.
B. DEBT REALIGNMENT
1. Each of TI and TPI shall participate in the Debt Realignment.
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C. IMPLEMENTATION OF CORPORATE RESTRUCTURING TRANSACTIONS. The following
transactions will be effected pursuant to the requirement in Section 2.01 of the
Distribution Agreement that the parties and their affiliates "take such action
or actions as is necessary to cause, effect and consummate the Corporate
Restructuring Transactions." Transactions occurring on the same day shall be
deemed to have occurred in the order listed herein regardless of the order in
which the documentation is executed, filed, or accepted, and regardless of the
order in which the funds or other assets are transferred.
1. SEPARATION OF THE GERMAN AND U.K. PACKAGING AND AUTOMOTIVE PARTS
BUSINESSES
German Restructuring:
--------------------
a. TDH will form six new German corporate subsidiaries
(each, a"GP GmbH") and PDH:
(1) Omni-Pac GP GmbH;
(2) OPE GP GmbH;
(3) Sengewald V GP GmbH;
(4) Kobusch GP GmbH;
(5) Sengewald K GP GmbH;
(6) Nord-West GP GmbH; and
(7) PDH
b. The TDH corporate subsidiaries will be converted to German
partnerships or GmbH & Co KGs ("operating target KGs").
c. TDH will transfer (in trust) a nominal interest (.1%) in each of OPE
GmbH, Kobusch GmbH, Nord-West GmbH, Sengewald V GmbH, and Sengewald K GmbH to
the corresponding GP GmbHs.
d. TI will sell its 1% interest in Omni-Pac to Omni-Pac GP GmbH.
An entity classification election will be made for US tax purposes so that
each of the operating target KGs, as well as all other direct and indirect
subsidiaries of the operating target KGs will be treated as divisions/branches
of TDH effective as of the conversion date.
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e. Packaging Deutschland will form six new German limited partnerships
("financing KGs" or "F KGs") corresponding to the six operating target KGs
created in b. above: Omni-Pac F KG; OPE F KG; Omni-Pac F KG; Nord-West F KG;
Sengewald V F KG; and Sengewald K F KG.
An entity classification election will be made for US tax purposes so that
each of the financing KGs will be treated as divisions of Packaging Deutschland
GmbH effective as of the date of formation.
f. Each of the six general partner GmbHs formed in a. above will become
a general partner of one of the respective financing KGs formed in e. above.
Packaging Deutschland GmbH will receive 100% limited partnership interest in
each of the newly created financing KGs in exchange for nominal equity
contribution.
g. TDH will sell Halle real estate to Sengewald V F KG.
h. Each of the financing KGs will acquire respective operating target
KG limited partnership interests from TDH.
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i. TDH will sell the following entities to PDH:
(1) Omni-Pac GP GmbH;
(2) OPE GP GmbH;
(3) Kobusch GP GmbH;
(4) Nord-West GP GmbH;
(5) Sengewald V GP GmbH; and
(6) Sengewald K GP GmbH.
j. TDH will sell its entire limited partnership interests in the
following entities:
(1) Omni-Pac KG to Omni-Pac F KG;
(2) OPE KG to OPE F KG;
(3) Kobusch KG to Kobusch F KG;
(4) Nord-West KG to Nord-West F KG; and
(5) Sengewald V KG to Sengewald V F KG.
k. Sengewald V KG will sell its entire limited
partnership interests in Sengewald K KG to Sengewald K F KG.
l. TI will transfer 99.97% share in Sentinel GmbH Verpackungen to TPI
as equity contribution.
m. The following mergers will occur:
(1) Omni-Pac F KG (survivor) and Omni-Pac KG;
(2) OPE F KG (survivor) and OPE KG;
(3) Kobusch F KG (survivor) and Kobusch KG;
(4) Nord-West F KG (survivor) and Nord-West KG;
(5) Sengewald V F KG (survivor) and Sengewald V KG; and
(6) Sengewald K F KG (survivor) and Sengewald K KG.
UK Restructuring.
-----------------
a. TI will make an entity classification election for US tax purposes
so that each of the following entities will be treated as a division of its
parent:
(1) OPUKL;
(2) Packaging Scotland;
(3) Alpha;
(4) Caerphilly;
(5) Films;
(6) Livingston;
(7) Stanley;
(8) Brucefield; and
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(9) Polbeth.
b. Baldwin will purchase all of the stock of the following
subsidiaries from Walker: TPUKL; OPUKL; and Packaging Scotland.
c. TPUKL will become PG internal finance company.
d. Walker Ltd will transfer its shares in Omni-Pac UK and TPL to
Baldwin.
2. ALBRIGHT AND WILSON NOTE. TI will transfer the Albright and Wilson note
to TMC.
3. TPI NAME CHANGE. TPI will change its name to _________ and will register
to do business in the following states (where Specialty is registered and TPI is
not): Arkansas, Louisiana, New Hampshire, and South Dakota
4. TI CONTRIBUTION OF CAPITAL TO TPI. TI will transfer all of its ownership
interests (100% unless otherwise indicated) in the following entities to TPI as
a contribution to capital:
a. Baldwin
b. Wood Products Leasing Company (DE)
c. Tenneco Packaging Hungary Holdings Inc. (DE)
d. Tenneco Packaging International Holdings Inc. (DE)
e. Scriptoria N.V. (Belgium)(1)
f. Airpack Polska SP z.O.O. (Poland)
g. Airpack Japan K.K. (Japan)
h. Tenneco Packaging Europe B.V. (Netherlands)
i. Wellenfoam N.V. (Belgium)(2)
j. Kobusch Packaging Egypt Ltd. (Egypt)(3)
k. Tenneco Packaging - Chile Holdings Inc. (Delaware)
l. Airpack SPA (Italy)(4)
m. Aircal S.A. (France)(5)
- -----------
(1) TI owns 99.56%; Tenneco Packaging International Holdings Inc. holds 18
shares; the balance of shares outstanding are held by unaffiliated persons.
(2) TI owns all of the shares except for one, which is owned by Tenneco
Packaging International Holdings Inc. (Delaware).
(3) TI owns 99% and Kobusch Folien GmbH (Germany) owns 1%.
(4) TI owns 98%; Tenneco Packaging International Holdings Inc. (Delaware)
owns 2%.
(5) TI owns all of the shares except seven which are held by the company's
four directors and TPI, Tenneco Protective Packaging Inc. (Delaware), and
Tenneco Packaging International Holdings Inc. (Delaware).
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n. Tenneco PPI Company (DE)
o. Omni-Pac S.A.R.L. (France)(1)
p. Tenneco Packaging Hexacomb S.A. (Spain)
q. Tenneco Romania Holdings Inc. (DE)
r. Tenneco Packaging Leasing Company (DE)
s. TBSHI
t. Tenneco NV Inc.
u. Tenneco International Finance B.V. (Netherlands)
v. Tenneco International Business Development Limited (DE)
w. Tenneco Management Company (DE)
x. Tenneco Retail Receivables Co. (DE)
y. Sentinel GmbH Verpackungen (Germany)(2)
z. Alupak
aa. Tenneco Packaging RSA Company (DE)
5. TENNECO TRADEMARKS AND TRADE NAMES. The Tenneco Trademarks and
Trade Names will be assigned to a member of the AG.
- ------------
(1) TI owns 97% and Omni-Pac GmbH (Germany) owns 3%.
(2) A small percentage of shares is owned by Scriptoria N.V. (Belgium).
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6. TPI RECAPITALIZATION. Immediately before the Distribution, TPI will be
recapitalized as provided in Section 2.02 of the Distribution Agreement.
7. SPECIALTY MERGER. Pursuant to a plan of complete liquidation, Specialty
will be merged with and into TPI, with TPI as the surviving corporation.
8. TI CONTRIBUTION OF CAPITAL TO TAI. Following step C4, TI will transfer
all of its remaining assets (other than its ownership interests in TAI, TPI and
Tenneco Deutschland) to TAI as a contribution to capital.
9. TAI NAME CHANGE. Prior to the Distribution Date, TAI will change its
name to ________.
- -----------
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D. DISTRIBUTIONS
1. DIVIDEND OF TPI STOCK. On the Distribution Date following the
consummation of steps C1 through C7, TI will distribute all of the stock of TPI
to Tenneco shareholders as a distribution with respect to stock (i.e., return of
contributed surplus) pro rata on the basis of one share of TPI stock for one
share of Tenneco common stock outstanding. Cash will be paid in lieu of issuing
fractional shares of TPI stock. Each share of stock of TPI will have attached to
it stock purchase rights (the "Rights") which will entitle the holder to
purchase certain stock of TPI, as the case may be, upon the occurrence of
certain triggering events.
2. TI STOCK SPLIT. One day after the Distribution Date, TI will effect a
reverse stock split. Cash will be paid in lieu of issuing fractional shares of
TI stock.
3. TI NAME CHANGE. Prior to the Distribution Date, but after C9, a merger
subsidiary will be incorporated in Delaware as Tenneco Automotive Inc. Effective
as of 8:00 a.m. EST on the day following the Distribution Date, TI will merge
into the Merger Subsidiary with TI as survivor under the name Tenneco Automotive
Inc.
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SCHEDULE 1
CORPORATE RESTRUCTURING TRANSACTIONS
LIST OF DEFINED TERMS
<TABLE>
<S> <C>
"AG" = Automotive Group
"Alpha" = Alpha Products (Bristol) Limited (UK)
"Alupak" = Alupak A.G. (Switzerland)
"ASCC" = Asset Securitization Cooperative Corporation
"Baldwin" = The Baldwin Group, Ltd. (UK)
"Brucefield" = Brucefield Plastics Limited (Scotland)
"Caerphilly" = Tenneco Packaging (Caerphilly) Limited (UK)
"CIBC" = Canadian Imperial Bank of Commerce
"Films" = Tenneco Packaging (Films) Limited (UK)
"Hexacomb" = Tenneco Packaging Hexacomb S.S. (Spain)
"Iberica" = Tenneco Automotive Iberica S.A. (Spain)
"KG" = German limited partnership
"Klinik" = Klinik GmbH (Germany)
"Kobusch" = Kobusch Folien GmbH (Germany
"Livingston" = Tenneco Packaging (Livingston) Limited (Scotland)
"Nord-West" = Nord-West Verpackung GmbH (Germany)
"Omni-Pac = Omni-Pac GmbH (Germany)
"OPE" = Omni-Pac Ekco GmbH (Germany)
"OPUKL" = Omni-Pac U.K. Limited (UK)
"Packaging Deutschland" = Packaging Deutschland GmbH (Germany)
"Packaging Scotland" = Tenneco Packaging Limited (Scotland)
"PCA" = Packaging Corporation of America
"PDH" = Tenneco Packaging Deutschland Holdinggesellschaft mbH (Germany)
"PG" = Packaging Group
"Polbeth" = Polbeth Packaging (Corby) Limited (Scotland)
"Sengewald V" = Sengewald Verpackungen GmbH (Germany)
"Sengewald K" = Sengewald Klinicprodukte GmbH (Germany)
"Specialty" = Tenneco Packaging Specialty and Consumer Products Inc. (DE)
"Stanley" = Tenneco Packaging (Stanley) Limited (UK)
"TA France" = Tenneco Automotive France S.A. (France)
"TAI" = Tenneco Automotive Inc. (DE)
"TARSAC" = Tenneco Automotive RSA Company Inc. (DE)
"TAVIAI" = Tenneco AVI Acquisition Inc, (DE)
"TBSHI" = Tenneco Business Services Holdings Inc. (DE)
"TBSI" = Tenneco Business Services Inc. (DE)
"TCI" = Tenneco Canada Inc.
</TABLE>
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<TABLE>
<S> <C>
"TDH" = Tenneco Deutschland Holinggessellschaft mbH (Germany)
"TI" = Tenneco Inc. (DE)
"TIHC" = Tenneco International Holdings Corp. (DE)
"TMC" = Tenneco Management Company (DE)
"TMC Texas" = TMC Texas Inc. (DE)
"TMEL" = Tenneco Management (Europe) Limited (UK)
"TPI" = Tenneco Packaging Inc. (DE)
"TPRSAC" = Tenneco Packaging RSA Company Inc. (DE)
"TPUKL" = Tenneco Packaging (UK) Limited (UK)
"Walker" = Walker Limited (UK)
"WE" = W.E. Verwaltungsgesellschaft mbH
</TABLE>
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EXHIBIT D
DEBT REALIGNMENT
[TO BE PROVIDED BY AMENDMENT]
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EXHIBIT E
FORM OF
HUMAN RESOURCES AGREEMENT
THIS HUMAN RESOURCES AGREEMENT is made and entered into as of this
day of , 19 , by, between and among TENNECO INC., a Delaware
corporation to be renamed Tenneco Automotive Inc. ("Tenneco" or "Automotive
Company"), and Tenneco Packaging Inc. (to be renamed), a Delaware corporation
("Packaging Company").
WHEREAS, pursuant to the terms of that certain Distribution Agreement by
and between Tenneco and Packaging Company and dated as of (the
"Distribution Agreement"), the parties have entered into this Agreement
regarding certain labor, employment, compensation and benefit matters occasioned
by the Distribution.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement and the Distribution Agreement, each of
the parties hereto, on behalf of itself and each other entity over which it has
direct or indirect legal or effective control, hereby agrees as follows:
SECTION 1. DEFINITIONS. The following terms, when capitalized herein, shall
have the meanings set forth below in this Section 1. All other capitalized terms
which are used but are not otherwise defined herein shall have the meanings
ascribed to them in the Distribution Agreement.
"ACTIVE EMPLOYEES" means, with respect to each Group, all employees
regularly engaged in the performance of services to, for or on behalf of
any member of such Group as of the close of business on the Distribution
Date; provided, that all such employees of Tenneco Management Company
("TMC") who are employed by a member of the Automotive Group immediately
after the Distribution shall, for all purposes hereunder, be treated as
Active Employees of the Automotive Group.
"COMMON STOCK" means Tenneco Common Stock or Packaging Common Stock,
as applicable.
"FORMER EMPLOYEES" means, with respect to each Group, all former
employees of Tenneco and/or its Subsidiaries (including, but not limited
to, such employees who, as of the close of business on the Distribution
Date, are on leave of absence, long-term disability or layoff with recall
rights) who, if they were regularly engaged in the performance of services
to, for or on behalf of Tenneco or any of its Subsidiaries at the close of
business on the Distribution Date, would be an Active Employee of such
Group, determined on a basis consistent with the determination of the
Active Employees of such Group.
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"Tenneco Salaried Welfare Plans" means, collectively, the Tenneco Inc.
------------------------------
Health Care Plan, the Tenneco Inc. Group Life Insurance Plan, the Tenneco
Inc. Long Term Disability Plan, the Tenneco Inc. Travel Accident Insurance
Plan, the Tenneco Inc. Health Care Flexible Spending Account Program and
the Tenneco Inc. Dependent Day Care Flexible Spending Account Plan.
SECTION 2. General Employment Matters.
--------------------------
2.01 General Obligations. From and after the Distribution Date, each of
-------------------
Automotive Company and Packaging Company shall (and shall, as applicable, cause
each of the other members of its respective Group over which it has direct or
indirect legal or effective control to) (a) continue the employment of all of
the Active Employees of its respective Group, subject, however to the terms of
Section 2.03 below and (b) except as otherwise specifically provided herein,
pay, perform and discharge any and all labor, employment, compensation and
benefit liabilities, whether arising prior to, on or after the Distribution
Date, with respect to all such Active Employees and all Former Employees of its
respective Group. Notwithstanding the foregoing, all payments to be made to
Active Employees and Former Employees of TMC who are not employed by the
Automotive Group or the Packaging Group (excluding TMC) immediately after the
Distribution out of general corporate assets shall be made, processed and
administered by Tenneco Business Services Inc. ("TBS") (rather than by Packaging
Company or another member of the Packaging Group). Packaging Group shall
maintain one or more rabbi trusts to facilitate such payments.
2.02 Initial Compensation of Active Employees. The initial compensation
----------------------------------------
(base salary or wage level) of each Active Employee of each such Group as of the
Distribution Date shall be the same as the compensation (base salary or wage
level) of such Active Employee immediately prior to the Distribution Date.
2.03 No Additional Employment Rights Created. Nothing in this Agreement
---------------------------------------
shall give any Active Employee of any Group any right to continued employment by
any member of that Group or the other Group beyond the Distribution Date, which
is in addition to or supplemental to any such right he or she may have arising
under contract or otherwise.
SECTION 3. Collective Bargaining.
---------------------
3.01 Continuation of Existing Collective Bargaining Agreements. Each of
---------------------------------------------------------
Automotive Company and Packaging Company shall (and shall cause, as applicable,
each other member of its Group over which it has direct or indirect legal or
effective control to) continue to honor all collective bargaining agreements
covering the Active Employees of its respective Group which are in effect as of
the close of business on the Distribution Date, in accordance with and subject
to the terms of each such collective bargaining agreement.
3.02 Recognition of Incumbent Labor Organizations. Each of Automotive
--------------------------------------------
Company and Packaging Company shall (and shall cause, as applicable, each other
member of its Group over which it has direct or indirect legal or effective
control to) continue to recognize all
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incumbent labor organizations which, as of the close of business on the
Distribution Date, have established collective bargaining relationships in
respect of the Active Employees of its respective Group.
3.03 Continued Sponsorship of Hourly Employee Benefit Plans. Except as
------------------------------------------------------
otherwise specifically provided herein, each of Automotive Company and Packaging
Company shall continue (and shall, as applicable, cause each other member of its
respective Group over which it has direct or indirect legal or effective control
to continue) to sponsor all employee benefit plans for hourly employees which,
as of the close of business on the Distribution Date, are in existence and
relate to the Active Employees and/or Former Employees of its respective Group,
subject to its rights under such plans to amend or terminate such plans.
3.04 Provisions of Wages, Rights and Other Employment Benefits Required
------------------------------------------------------------------
Under Existing Collective Bargaining Agreements. Without limiting the generality
- -----------------------------------------------
of the foregoing, each of Automotive Company and Packaging Company shall (and
shall cause each other member of its respective Group over which it has direct
or indirect legal or effective control to) provide those of its Active Employees
whose employment is subject to collective bargaining agreements and/or
established collective bargaining relationships as of the close of business on
the Distribution Date with the wages, benefits, and terms and conditions of
employment required by such agreements or relationships, except that (i)
participation in the Tenneco Inc. Employee Stock Purchase Plan will be suspended
as provided in Section 4.06 hereof, and (ii) the provisions of any defined
contribution plan calling for contributions or investment in the common stock of
Tenneco Inc. shall be amended in accordance with Section 4.05 hereof.
3.05 Limitation on Obligations. Each of the parties hereto hereby agrees
-------------------------
and acknowledges that nothing contained in this Agreement, including its
obligation to continue its applicable collective bargaining agreements or
relationships, shall be construed to restrict any right it, or any other member
of its respective Group, may have to terminate, renegotiate, reopen or otherwise
seek changes in any of its collective bargaining agreements or relationships.
SECTION 4. United States Salaried Pension and Thrift Benefits and Stock
------------------------------------------------------------
Purchase Plan.
- -------------
4.01 Tenneco Retirement Plan. Effective as of the Impact Date (as defined
-----------------------
below), Automotive Company and all other members of that Group shall cease to be
sponsors of the Tenneco Retirement Plan (the "TRP"), and Packaging Company shall
become the sponsor of the TRP; provided that Packaging's sponsorship shall be
subject to the terms and conditions of the TRP. The TRP shall retain liability
for all pension benefits accrued by the Active Employees and Former Employees of
the Automotive Group who are or were formerly participants in the TRP through
the last day of the calendar month in which the Distribution Date occurs (the
"Impact Date"). Following the Distribution Date, Automotive Group will have no
liability, contingent or otherwise, with respect to the TRP, including without
limitation any liability for benefits accrued through the Impact Date (including
early retirement benefits and related subsidies, as to which all age, service
and participation requirements were satisfied on or before
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the Impact Date) for Active Employees or Former Employees of the Automotive
Group, and Packaging Company shall assume or retain, as the case may be, all
such liabilities.
Packaging Company shall succeed Tenneco Inc. under and with respect to
the Tenneco General Employee Benefit Trust (the "GEBT"). As soon as practicable
after the Distribution Date, Packaging Company shall cause the GEBT to transfer
to a trustee designated by Automotive Company the assets of the GEBT
attributable to the Automotive Group's hourly defined benefit pension plans.
Such transfer shall be in cash, except that Tenneco Common Stock may be
transferred, subject to the limitations of applicable law, and the assets
managed by one of more managers may be transferred.
Packaging Company shall create an investment committee (the "New
Committee") to manage the assets of the GEBT, equivalent to the committee which
performed those functions as of the Distribution Date (the "Old Committee"), and
the New Committee shall have as members, the members of the Old Committee as of
the Distribution Date until the earlier of March 31, 2000 or the date such
persons die, resign or are removed in accordance with rules equivalent to the
rules applicable to the Old Committee.
4.02 Amendment of TRP. The sponsor of the TRP shall amend the TRP to (a)
----------------
"freeze" the benefit accruals of the Active Employees of the Automotive Group as
of the Impact Date, and (b) provide that all benefits accrued as of the Impact
Date by the Active Employees of the Automotive Group shall be fully vested and
non-forfeitable (as will the benefits to Former Employees of the Automotive
Group to the extent required by applicable laws) and the sponsor shall inform,
in writing, as soon as practicable following the Impact Date, each such Employee
of his or her accrued benefits under the TRP as of the Impact Date.
4.03 No Credit for Post-Impact Date Service. Except as may be required by
--------------------------------------
law, the TRP shall not be required to count service with any entity other than a
member of the Packaging Group after the Impact Date for any purpose, nor shall
there be any requirement that Active Employees of the Automotive Group be
permitted to "grow into" normal or early retirement benefits under the TRP based
upon events occurring after the Impact Date.
4.04 Tenneco Thrift Plan. The active participation in the Tenneco Thrift
-------------------
Plan and the Tenneco Thrift Plan for Hourly Employees (collectively the "Tenneco
DC Plan") by persons other than the Active Employees of the Packaging Group
shall cease effective as of January 31, 2000 (the "Transition Date"). In
addition, Automotive Company and all other members of that Group shall cease to
be sponsors of the Tenneco DC Plan as of the Transition Date, and Packaging
Company shall become the sponsor of the Tenneco DC Plan from and after the
Transition Date. Automotive Group shall bear the costs of employer matching
contributions attributable to the participation of its employees in the Tenneco
DC Plan for the period commencing with the Distribution Date.
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4.05 Establishment of DC Plans.
-------------------------
(a) Automotive Thrift Plan. Automotive Company shall (and/or cause its
----------------------
respective Group members to) establish or make available on or with effect from
the Transition Date, one or more defined contribution plans for the benefit of
its Active Employees (collectively, the "Automotive Thrift Plan") which may,
subject to Section 4.05(d) hereof, be subject to amendment or termination by
Automotive Company or the applicable member of the Automotive Group.
(b) Transfer of Account Balances to Automotive Thrift Plan. As soon as
------------------------------------------------------
practicable following the Transition Date, Packaging Company shall cause the
Tenneco DC Plan to transfer to the Automotive Thrift Plan, the account balances
of each Active Employee of the Automotive Group and each Former Employee of the
Automotive Group with respect to whom the Tenneco DC Plan maintains an account
as of the close of business on the Transition Date. Such transfers shall be in
cash, except that the Automotive Thrift Plan will accept the following: (i)
Tenneco Common Stock, Packaging Common Stock received in the Distribution, stock
of Newport News Shipbuilding Inc. (if any remains in such account balances) and
stock of El Paso Energy Corporation (if any remains in such account balances)
for the Tenneco Common Stock fund portion of such account balances; (ii) amounts
credited to the Tenneco DC Plan which are held in mutual funds which are also
investment media in the Automotive Thrift Plan; and (iii) participant loans.
(c) Investment Options. Tenneco Common Stock shall not be offered as
------------------
an investment option with respect to contributions made after the Distribution
Date by the Packaging Group employees to the thrift plans of the Packaging
Group. The sponsor of each of the Tenneco DC Plan and the Automotive Thrift Plan
shall cause the plan to afford each participant therein, for a period of at
least 90 days following the Distribution Date, an election to sell the Common
Stock of the entities held in the plan's stock fund which does not directly or
indirectly employ him or her immediately following the Distribution Date. From
and after the Distribution Date employer stock contributions with respect to
Packaging Group employees shall be in Packaging Common Stock and employer stock
contributions with respect to the Automotive Group employees shall be in Tenneco
Common Stock.
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(d) Certain Automotive Obligations. The Automotive Company shall (and
------------------------------
shall cause each member of its Group over which it has legal or effective
direct or indirect control to) sponsor, establish, administer, maintain,
amend and otherwise deal with one or more defined contribution pension
plans (including the Automotive Thrift Plan) in a manner consistent with
any and all representations which Tenneco or its affiliates at the time
makes or has made to the Internal Revenue Service, including without
limitation, any actions that may be required to increase and/or maintain
the amount of Tenneco Common Stock held by such plans.
4.06 Tenneco Stock Purchase Plan. Participation in the Tenneco Inc.
---------------------------
Employee Stock Purchase Plan will be suspended effective June 30, 1999 and will
not resume prior to the Distribution Date.
SECTION 5. Pension Matters Outside the United States. With respect to the
-----------------------------------------
business and operations of each Group in jurisdictions outside the United
States, each of the parties hereto shall (and, as applicable, shall cause each
other member of its Group over which it has direct or indirect legal or
effective control to) assume and retain any and all pension liabilities and
attendant plans and their assets related to its Active Employees and Former
Employees.
SECTION 6. Executive and Directors' Compensation.
-------------------------------------
6.01 Tenneco Supplemental Executive Retirement Plan. Effective upon the
----------------------------------------------
Distribution Date, Tenneco and Packaging Company shall cause the Tenneco Inc.
Supplemental Executive Retirement Plan and the Tenneco Inc. Pilots' Supplemental
Retirement Plan (collectively, the "SERP") to be amended to cause the separation
of participation in, and liabilities under, the SERP as follows: (1) Packaging
Company shall (a) become the sponsor of the SERP with respect to all Active
Employees and Former Employees of its respective Group and, subject to the terms
of the 1996 Benefits Agreement (as defined below), all active and former
employees of the Shipbuilding Group and Energy Group (each as defined below),
and all other participants in the SERP not specifically allocated to Automotive
Company below and (b) assume and agree to pay, perform and discharge all
liabilities under the SERP with respect to such employees, whether accrued
before, on or after the Distribution Date; and (2) Automotive Company shall
continue sponsorship of the SERP with respect to all Active Employees and Former
Employees of its respective Group and shall assume and agree to pay, perform and
discharge all liabilities under the SERP with respect to such employees, whether
accrued before, on or after the Distribution Date. All accrued benefits under
the SERP as of the close of business on the Distribution Date shall be fully
vested and nonforfeitable; provided, that this rule shall not be applied to
grant an employee an amount equal to the benefit he or she has accrued under the
Tenneco Retirement Plan but only the amount provided by the SERP, nor shall it
be applied to alter or diminish any service requirement contained in any special
appendix or other document providing benefits in addition to those called for by
the SERP generally.
6.01A Pullman Supplemental Pension Benefits. Notwithstanding any other
-------------------------------------
provision hereof, the Automotive Company shall retain and succeed to any and all
liabilities for non-qualified defined benefit pension benefits for Active
Employees and Former Employees of its
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 77
respective Group who were formerly employed by The Pullman Company, Peabody
International Corporation or any predecessor of either, including without
limitation, benefits under the Peabody Special Benefits Plan, the Peabody
Supplemental Plan and the Pullman Supplemental Plan (the "Pullman Plans").
Automotive Company shall retain sponsorship of the rabbi trust created in
connection with the Pullman Plans.
6.02 Tenneco Inc. Deferred Compensation Plan. The participation of the
Active Employees and Former Employees of the Automotive Group in the Tenneco
Inc. Deferred Compensation Plan (the "DC Plan") shall cease as of the
Distribution Date. As of the Distribution Date, (i) Automotive Company shall
assume the liability for the accounts of its Active Employees and Former
Employees in the DC Plan, (ii) Packaging Company shall assume the liability for
the accounts of the Active Employees and Former Employees of the Packaging Group
in the DC Plan, and (iii) Packaging Company shall succeed to sponsorship of the
DC Plan. The Automotive Group Active Employee's or Former Employee's account in
the DC Plan as of the Distribution Date shall become the opening balance of such
Active Employee's or Former Employee's account in a nonqualified deferred
compensation plan created, as of the Distribution Date by the Automotive Group.
Such opening balances shall become fully vested as of the close of business on
the Distribution Date.
6.03 Tenneco Benefits Protection Program and Rabbi Trust. The Tenneco Inc.
Benefits Protection Trust (the "BPT") and the Tenneco Inc. Rabbi Trust
(collectively the "Trusts") shall be terminated prior to the Distribution, and
neither Packaging Company nor Automotive Company shall have any liability with
respect to either of the Trusts or any of the terms of either.
6.04 [RESERVED]
6.05 Stock Options. Effective as of the Distribution Date, Tenneco shall
cause all outstanding options to purchase Tenneco Common Stock held by employees
and officers other than (i) Active Employees and Former Employees of Automotive
Group, (ii) employees of Packaging Corporation of America and (iii) employees of
the folding carton division (or persons who have succeeded to the rights of any
persons described in (i), (ii) or (iii) with respect to options to purchase
Tenneco Common Stock) to be replaced by options to purchase Packaging Common
Stock. Subject to the requirements of applicable law and generally accepted
accounting principles, the number, exercise price and other terms of such
replacement options shall be determined in a manner consistent with that
described in Exhibit A attached hereto. Options held by persons described in
clause (ii) or (iii) above, not exercised prior to the Distribution Date shall
be canceled effective as of the Distribution Date.
Options held by Active Employees and Former Employees of Automotive
Group (or persons who have succeeded to the rights of such persons) shall,
unless exercised prior to the Distribution Date, remain outstanding as adjusted
as provided herein after the Distribution Date, subject to the requirements of
applicable law and generally accepted accounting principles. The parties
recognize that in some jurisdictions, Automotive employees were granted rights
other than stock options in lieu of the Special Stock Option Award of 100
options per grantee, and in
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 78
those jurisdictions, the outstanding rights will be adjusted comparably. The
Automotive Company options and rights shall have the same terms and conditions
as prior to the Distribution Date except that the number of options and the
option exercise price shall be adjusted as described in Exhibit A attached
hereto.
To the extent that the exercisability of options to purchase Tenneco
Common Stock currently is subject to the attainment of share price hurdles,
those hurdles will also be adjusted with respect to both options to purchase
Packaging Common Stock and Tenneco Common Stock.
Tenneco may grant special pre-Distribution Date exercisability with
respect to some or all options which are not otherwise exercisable.
6.06 Directors. Except for stock options which will expire at the
Distribution in accordance with their terms, stock options held by directors of
Tenneco and/or Packaging Company shall be treated as provided in
Section 6.05 hereof as if the director in question were an employee.
Notwithstanding the foregoing, stock options held by directors who do not
continue on the board of Packaging Company or Automotive Company will be
replaced by Packaging Company options in accordance with Section 6.05 hereof.
The 1997 Tenneco Inc. Board of Directors Deferred Compensation Plan shall be
treated as provided in Section 6.02 hereof, and the directors' accounts shall be
treated as if the directors were employees. If an individual becomes a director
of both Packaging Company and Automotive Company immediately after the
Distribution Date, his or her options, unless they expire at the Distribution,
shall be split and maintained one-half by Packaging Company and one-half by
Automotive Company; and with respect to individuals who were outside directors
prior to the Distribution Date, their deferred compensation accounts shall be
split similarly.
Any continuing liabilities under the terminated Outside Directors'
Retirement Plan including the obligation to grant restricted stock in lieu of
such plan shall be retained and performed by Automotive Company.
SECTION 7. Welfare Plans.
7.01 Tenneco Salaried Welfare Plans. Effective on December 31, 1999, each
member of the Automotive Group shall cease to be a sponsor of the Tenneco
Salaried Welfare Plans, Active Employees and Former Employees of Automotive
Group shall cease to participate in the Tenneco Salaried Welfare Plans as of
that date, and Packaging Company shall serve as the sponsor of the Tenneco
Salaried Welfare Plans from and after that date. Automotive Company shall
reimburse Packaging Company for all claims paid with respect to the
participation of its employees in such plans.
SECTION 8. General.
8.01 Post-Distribution Administration of Plans. The parties hereto agree to
administer all plans consistently herewith, and to the extent necessary to amend
plans accordingly.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 79
8.02 Cost and Expenses. Except as otherwise expressly provided herein, each
-----------------
party shall bear all costs and expenses, including but not limited to legal,
administrative and actuarial fees, incurred in the design, drafting,
administration and implementation of any and all plans and compensation
structures which it enables or creates and the amendment of its existing plans
or compensation structures.
8.03 RESERVED
--------
8.04 Human Resources Support Services. Subject to the rules set forth
--------------------------------
below, Packaging Company shall provide (or have provided by TBS or otherwise to)
Automotive Company or its Affiliates the following corporate-wide human resource
support services that are currently being provided to the Automotive Company
and/or members of the Automotive Group:
a. Benefits administration by Hewitt & Associates LLC
and other outside administrators. Packaging Company
will provide management of the services that are
outsourced and continue benefits administration
services currently being provided by TBS.
b. Assistance in executive compensation plans, including
stock options, restricted stock, performance shares,
deferred compensation, director's stock options, and
director's restricted stock.
c. Generation of EEO reports.
d. Packaging Company will prepare, process and disburse
invoices and check requests for Prudential
relocations or cause such services to be provided.
Packaging Company shall provide the services described in this Section 8.04
for the period from the Distribution Date through the earlier of (i) December
31, 2000 and (ii) the date as of which Automotive Company no longer desires such
services, provided that Automotive Company shall have given Packaging Company at
least 60 days' advance written notice of such date.
In consideration for such services, other than third party fees as
described in the next sentence, Automotive Company shall pay Packaging Company
per . Any third party fees for such services for outsourced
providers utilized with respect to the Automotive Group as of the date hereof,
or for new outsourced providers selected with prior consent of Automotive
Company (which consent shall not be unreasonably withheld or delayed), will be
billed directly by the third party to Automotive Company; provided, that if the
third party refuses to bill Automotive Company directly, Automotive Company
shall reimburse Packaging Group for all amounts which it pays such third party
on behalf of Automotive Company. Reference is made to the Transition Services
Agreement between Tenneco and Packaging Company of even date herewith (the
"Transition Services Agreement"). The services described in this Section 8.04
shall be considered Packaging Services (as such term is defined in the
Transition Services Agreement) for purposes of Sections 2.3, 3, 4, 5 and 7 of
the Transition
TENNECO DISTRIBUTION AGREEMENT
E-9
<PAGE> 80
Services Agreement and shall be provided in accordance with and subject to the
terms and conditions thereof. The provisions of Sections 4.2, 4.3, 4.4 and 7 of
the Transition Services Agreement shall survive termination of the provision of
services hereunder.
SECTION 9. Miscellaneous.
-------------
9.01 1996 Benefits Agreement. Effective on the Distribution Date, Tenneco
-----------------------
shall assign to Packaging Company all of its rights under, and Packaging Company
shall assume and agree to pay, perform and discharge when due (and will
thereafter indemnify each member of the Automotive Group against) all
obligations, liabilities and responsibilities of Industrial Company under, the
certain Benefits Agreement (the "1996 Benefits Agreement"), dated as of December
11, 1996, by and among New Tenneco Inc., Newport News Shipbuilding Inc. and the
company then known as Tenneco Inc. The rights Tenneco shall assign to Packaging
Company under the 1996 Benefits Agreement shall include, without limitation, the
right to receive and retain all reimbursements for the payment of SERP benefits
to employees and former employees of the Shipbuilding Group and Energy Group
(capitalized terms used in this Section 9.01 and in Section 6.01 and not
otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the 1996 Benefits Agreement).
9.02 Complete Agreement; Construction. This Agreement and the Distribution
--------------------------------
Agreement shall constitute the entire agreement between the parties with respect
to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. Notwithstanding
any other provisions in this Agreement or the Distribution Agreement to the
contrary, in the event and to the extent that there shall be a conflict between
the provisions of this Agreement and the provisions of the Distribution
Agreement or any other Ancillary Agreement, this Agreement shall
control.
9.03 Other Ancillary Agreements. This Agreement is not intended to address,
--------------------------
and should not be interpreted to address, the matters specifically and expressly
covered by any of the other Ancillary Agreements.
9.04 Counterparts. This Agreement may be executed in one or more
------------
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
9.05 Survival of Agreements. Except as otherwise expressly provided herein,
----------------------
all covenants and agreements of the parties contained in this Agreement shall
survive the Distribution Date.
9.06 Notices. All notices and other communications to a party hereunder
-------
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to such party (and
will be deemed given on the date on which the notice is received by such party)
at the address for such party set forth in the Distribution Agreement (or at
such other
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 81
address for the party as the party shall, from time to time, specify by like
notice to the other parties).
9.07 Waivers. The failure of any party hereto to require strict performance
-------
by any other party of any provision in this Agreement will not waive or diminish
the party's right to demand strict performance thereafter of that or any other
provision hereof.
9.08 Amendments. This Agreement may not be modified or amended except by an
----------
agreement in writing signed by the parties hereto.
9.09 Assignment. This Agreement shall be assignable in whole in connection
----------
with a merger or consolidation or the sale of all or substantially all the
assets of a party hereto so long as the resulting, surviving or transferee
entity assumes all the obligations of the relevant party hereto by operation of
law or pursuant to an agreement in form and substance reasonably satisfactory to
the other parties to this Agreement. Otherwise this Agreement shall not be
assignable, in whole or in part, directly or indirectly, by any party hereto
without the prior written consent of the other (which consent shall not be
unreasonably withheld or delayed), and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void.
9.10 Successors and Assigns. The provisions of this Agreement shall be
----------------------
binding upon, inure to the benefit of and be enforceable by the parties and
their respective permitted successors and permitted assigns.
9.11 No Third Party Beneficiaries. This Agreement is solely for the benefit
----------------------------
of the parties hereto and the members of their respective Groups, after giving
effect to the Distribution, and should not be deemed to confer upon other third
parties any remedy, claim, liability, right of reimbursement, claim of action or
other right in excess of those existing without reference to this
Agreement.
9.12 Attorney Fees. A party determined to be in breach of this Agreement
-------------
shall, on demand, indemnify and hold harmless the other party hereto for and
against all out-of-pocket expenses, including, without limitation, reasonable
legal fees, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement; provided, that such determination
shall be effective only when made by the court having final jurisdiction of the
matter and the period for appeal from that court, if any, shall have expired.
The payment of such expenses is in addition to any other relief to which such
other party may be entitled hereunder or otherwise.
9.13 Title and Headings. Titles and headings to sections herein are
------------------
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 82
9.14 Governing Law. ALL QUESTIONS AND/OR DISPUTES CONCERNING THE
-------------
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF
THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
AND UNCONDITIONALLY (i) AGREES TO BE SUBJECT TO, AND HEREBY CONSENTS AND SUBMITS
TO, THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL
COURTS SITTING IN THE STATE OF DELAWARE, (ii) TO THE EXTENT SUCH PARTY IS NOT
OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, HEREBY
APPOINTS THE CORPORATION TRUST COMPANY, AS SUCH PARTY'S AGENT IN THE STATE OF
DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (iii) AGREES THAT SERVICE MADE ON
ANY SUCH AGENT SET FORTH IN (ii) ABOVE SHALL HAVE THE SAME LEGAL FORCE AND
EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.
9.15 Severability. In the event any one or more of the provisions contained
------------
in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
9.16 Subsidiaries. Each of the parties hereto shall cause to be performed,
------------
and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Subsidiary of such party
which is contemplated to be a Subsidiary of such party on and after the
Distribution Date.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 83
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TENNECO INC.
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
----------------------------------------
TENNECO PACKAGING INC. (to be renamed)
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
TENNECO DISTRIBUTION AGREEMENT
E-13
<PAGE> 84
EXHIBIT A
OPTION CONVERSION FORMULA*/
<TABLE>
<CAPTION>
Formula
- -------
<S> <C> <C>
Original option exercise price x New = New
- ------------------------------
Original market price of Tenneco market price of Tenneco option exercise price
Common Stock**/ Common Stock or Packaging ("New Option Price")
Common Stock, as applicable***/
No. of shares underlying original option x original option exercise price = Number of shares
- -------------------------------------------------------------------------
New Option Price underlying new option
</TABLE>
Assume
- ------
1,000 No. of shares Tenneco Common Stock underlying original option
$ 45.31 Original option exercise price
$ 25.00 Original market price of Tenneco Common Stock
$ 7.00 New market price for Tenneco Common Stock
$ 18.00 New market price for Packaging Common Stock
Adjusted Tenneco Options (for Automotive Group employees)
- ------------------------
$45.31 x $7.00 = $12.69 New Option Price
------
$25.00
1,000 x $45.31 = 3,571 shares Tenneco Common Stock
-------------- underlying new option
$12.69
- ----------------------------
*/ May be adjusted, as necessary, to reflect a reverse stock split by Tenneco
which becomes effective after the Distribution.
**/ Based on the closing sale price of the "full value" Tenneco Common Stock
(i.e. not giving effect to the declaration of any dividend) on the New York
Stock Exchange ("NYSE") on the day immediately prior to the Distribution Date.
***/ For the new market price of Tenneco Common Stock: Based on the closing sale
price of Tenneco Common Stock "without due bills" on the day immediately prior
to the Distribution Date, unless "when issued" trading for Tenneco Automotive
Inc. Common Stock exists on such date, in which case the new market price of the
Tenneco Common Stock would be based on the closing "when issued" market sale
price of Tenneco Automotive Inc. Common Stock on such date. For the new market
price of Packaging Common Stock: Based on the closing "when issued" market sale
price of Packaging Common Stock on the day immediately prior to the Distribution
Date, as applicable.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 85
New Packaging Company Options (for Packaging Group employees)
- -----------------------------
$45.31 x $18.00 = $32.62 New Option Price
------
$25.00
1,000 x $45.31 = 1,389 shares Packaging Common Stock
-------------- underlying new option
$32.62
TENNECO DISTRIBUTION AGREEMENT
E-15
<PAGE> 86
EXHIBIT F
PACKAGING
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1999
(IN MILLIONS)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
-----------------------------
SPIN-OFF PACKAGING
PACKAGING DEBT AND RELATED PRO FORMA
HISTORICAL REALIGNMENT TRANSACTIONS COMBINED
ASSETS ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C>
Current assets:
Cash and temporary cash
investments............................................. $ 18 $ -- $ -- $ 18
Receivables............................................... 375 -- 119(b) 494
Inventories............................................... 447 -- -- 447
Prepayments and other..................................... 72 -- -- 72
------ ------ ------- ------
Total current assets.................................. 912 -- 119 1,031
Plant, property, and equipment, net......................... 1,495 -- -- 1,495
Goodwill and intangibles, net............................... 1,028 -- -- 1,028
Other assets and deferred charges........................... 918 59(a) 85(c) 1,062
Net assets of discontinued
operations................................................ 133 -- -- 133
------ ------ ------- ------
Total assets.......................................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt........................................... $ 367 $ 829(a) $ -- $1,196(e)
Trade payables............................................ 357 -- -- 357
Other current liabilities................................. 336 -- -- 336
------ ------ ------- ------
Total current liabilities............................. 1,060 829 -- 1,889
Long-term debt.............................................. 1,494 (494)(a) -- 1,000(e)
Deferred income taxes....................................... 380 (52)(a) 34(c) 362
Other liabilities and deferred credits...................... 198 -- -- 198
Minority interest........................................... 14 -- -- 14
Equity:
Combined equity........................................... 1,340 (224)(a) 119(b) --
51(c)
(1,286)(d)
Common stock.............................................. -- -- 2(d) 2
Paid-in capital........................................... -- -- 1,284(d) 1,284
Retained earnings......................................... -- -- --(d) --
------ ------ ------- ------
Total liabilities and equity.......................... $4,486 $ 59 $ 204 $4,749
====== ====== ======= ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements.
TENNECO DISTRIBUTION AGREEMENT
F-1
<PAGE> 87
PACKAGING
NOTES TO UNAUDITED PRO FORMA
COMBINED BALANCE SHEET
(a) To reflect debt allocated to Packaging in the debt realignment. The
adjustment to equity reflects the net impact of the debt realignment, the
recording of debt issue costs and deferred income taxes related to the
exchange offers and other transaction costs. Pro forma long-term debt
includes $980 million of new securities ($ million aggregate principal
amount) assumed to be exchanged in the exchange offers, and $20 million of
long-term debt of Packaging subsidiaries. Pro forma short-term debt includes
$1,187 million borrowed under Packaging's new credit facilities to be
entered into as part of this debt realignment and $9 million of short-term
debt of Packaging subsidiaries. At this time, Packaging and Tenneco cannot
determine the ultimate amount of the original securities which will be
exchanged into new securities, and this amount could vary significantly.
These pro forma adjustments assume that 100% of the original securities
subject to the exchange offers will be exchanged for new securities and the
new securities will be recorded at the net carrying amount of the original
securities (in other words, the new securities are assumed not to be
"substantially different;" see "Accounting Treatment of the Exchange
Offers"). The results of the exchange offers could vary based on a number of
factors, including the level of acceptance of the exchange offers, the
interest rate of the exchanged securities and whether the exchanges will be
considered extinguishments for accounting purposes. Based on current
interest rate markets, Packaging expects that the exchange offers will not
be extinguishments for accounting purposes. Therefore, Packaging does not
expect to recognize an extraordinary loss attributable to the debt exchange.
Other costs, including transaction costs related to the spin-off and
contractual employment obligations, are expected to be incurred by Packaging
in connection with the corporate restructuring transactions and the spin-off
which Packaging estimates will be approximately $70 million after-tax. The
effects on Packaging's debt of these costs has been reflected in this pro
forma adjustment. However, these charges have not been included in the
unaudited pro forma combined statement of income.
(b) To reflect the purchase of Packaging accounts receivable at fair value which
had previously been sold to a third party.
(c) To reflect the transfer to Packaging of prepaid pension costs attributable
to Automotive employees and the corresponding reduction in net periodic
pension costs and the increase in prepaid pension cost attributable to the
curtailment of the pension benefits related to Automotive employees.
Automotive employees will no longer participate in the Tenneco Retirement
Plan following the spin-off and Packaging will become the sponsor of this
plan. These prepaid pension costs will be transferred to Packaging in
connection with the corporate restructuring transactions. Packaging
estimates that a curtailment gain of approximately $30 million will be
recognized relating to the freezing of Automotive employees' pension
benefits in connection with the spin-off. This gain has not been included in
the unaudited pro forma combined statements of income.
(d) To reflect the spin-off of Packaging common stock to holders of Tenneco
common stock at an exchange ratio of one share of Packaging common stock for
each share of Tenneco common stock.
(e) The Packaging pro forma debt balances do not give effect to the application
of any proceeds from the planned sale of Packaging's remaining interest in
Packaging's containerboard joint venture. Packaging expects the sale to be
completed before the spin-off, with the proceeds used to repay the Tenneco
debt that would otherwise be allocated to Packaging in the debt realignment.
If the sale occurs after the spin-off, the net proceeds will be used to
retire Packaging debt. Estimated proceeds ranging from $ to
$ are anticipated to be received from the sale of Packaging's
remaining interest in its containerboard joint venture. For each $50 million
of after-tax proceeds received from the sale, pro forma interest expense
would be reduced by approximately $3 million on an annual basis and pro
forma income from continuing operations would be increased by approximately
$2 million on an annual basis, or $0.01 per diluted common share.
F-2
<PAGE> 88
EXHIBIT G
PACKAGING SUBSIDIARIES
<TABLE>
<S> <C>
TENNECO PACKAGING INC. (DELAWARE)
A&E Plastics, Inc. (Delaware).......................................................................100 %
Aircal S.A. (France)................................................................................100
(Tenneco Packaging Inc. owns all shares except seven which are held by its
four directors and Tenneco Protective Packaging Inc. and Tenneco Packaging
International Holdings Inc.)
Airpack Japan K.K. (Japan)..........................................................................100
Airpack Polska Sp.Z.O.O. (Poland)...................................................................100
Airpack SPA (Italy)................................................................................. 98
(Tenneco Packaging Inc. owns 98%; Tenneco Packaging International
Holdings Inc. owns 2%)
Altapack SPA (Italy)............................................................................100
Alupak, A.G. (Switzerland)..........................................................................100
Counce Finance Corporation (Delaware)...............................................................100
Dongguan PCA Packaging Co., Ltd. (Peoples Republic of China).........................................50
(Tenneco Packaging Inc. owns 50%; and Dongguan Dong Ya Color Printing
& Packaging Factory, an unaffiliated company, owns 50%)
EKCO Products, Inc. (Illinois)......................................................................100
E-Z Por Corporation (Delaware)......................................................................100
Glacier-Cor US Corporation (Delaware)...............................................................100
Glacier-Cor US Holding Corporation (Delaware)...................................................100
E. H. Carton Products - Management Company Ltd. (Israel)....................................50
(Glacier-Cor US Holding Corporation owns 50%; and
non-affiliates owns 50%)
Glacier-Cor 1995 L.P. (Israel)...........................................................2
(E.H. Carton Products - Management Company Ltd. owns 2%;
Ha'Lakoach Ha'Neeman Ha'Sheesheen Ou'Shena'yim Ltd.
owns 49%; and non-affiliates own 49%)
Ha'Lakoach Ha'Neeman Ha'Sheesheem Ou'Shena'yim Ltd. (Israel)................................99
(Glacier-Cor US Holding Corporation owns 99%; and
Hexacomb Corporation owns 1%)
Glacier-Cor 1995 L.P. (Israel)..........................................................49
(Ha'Lakoach Ha'Neeman Ha'Sheesheen Ou'Shena'yim Ltd.
owns 49%; non-affiliates own 49%; and E. H. Carton Products -
Management Company Ltd. owns 2%)
Kinarot Pallet Ltd. (Israel)............................................................50
(Ha'Lakoach Ha'Neeman owns 50%; and I.M.A. Engineering,
an Israeli company and a non-affiliate, owns 50%
Yamaton Ltd. (Israel....................................................................33.3
(Ha'Lakoach Ha'Neeman owns 33.3%; and non-affiliates,
Kibbutz Ein Hamifietz and Kibbutz Ga'aton own 66.7%
Hexacomb Corporation (Illinois).....................................................................100
Ha'Lakoach Ha' Neeman Ha' Sheesheem Ou' Shena'yim Ltd. (Israel)...................................1
(Hexacomb Corporation owns 1%; and Glacier-Cor US Holding
Corporation owns 99%. Subsidiaries are listed above.)
</TABLE>
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF HEXACOMB CORPORATION
Hexajapan Company, Ltd. (Japan)..................................................................60 %
(Hexacomb Corporation owns 60%; and non-affiliates own 40%)
Kobusch Packaging Egypt Ltd. (Egypt).................................................................99.75
(Tenneco Packaging Inc. owns 99.75%; and Tenneco Kobusch-Folien GmbH
owns .25%)
Omni-Pac S.A.R.L. (France)...........................................................................97
(Tenneco Packaging Inc. owns 97%; and Tenneco Omni-Pac GmbH & Co. KG
Verpackungsmittel owns 3%)
Packaging Corporation of America (Delaware)..........................................................43.5
(Tenneco Packaging Inc. owns 43.5%; PCA Holdings LLC, an
unaffiliated limited liability company, owns 53.2%; and
PCA's management owns 3.3%)
American Cellulose Corporation (Delaware)........................................................50
(Packaging Corporation of America owns 50%; and Larry E. Homan, an
unaffiliated individual, owns 50%)
Dahlonega Packaging Corporation (Delaware)......................................................100
Dixie Container Corporation (Virginia)..........................................................100
PCA Hydro, Inc. (Delaware)......................................................................100
PCA Tomahawk Corporation (Delaware).............................................................100
PCA Valdosta Corporation (Delaware).............................................................100
PCA Box Company (Delaware)(1).......................................................................100
PCA Romania Srl (Romania)............................................................................50
(Tenneco Packaging Inc. owns 50%; and Kraftcorr Inc., an unaffiliated company, owns
50%)
PCA West Inc. (Delaware)............................................................................100
Coast-Packaging Company (California General Partnership).........................................50
(PCA West Inc. owns 50%, as General Partner; and J. G. Haddy Sales
Company, an unaffiliated company, owns 50%, as General Partner)
Pressware International, Inc. (Delaware)............................................................100
Revere Foil Containers, Inc. (Delaware).............................................................100
Scriptoria N.V. (Belgium)............................................................................99.6
(Tenneco Packaging Inc. owns approximately 99.6%; Tenneco Packaging
International Holdings Inc. owns 18 shares; and the remainder of the shares
are held by unknown third parties)
Sentinel GmbH Verpackungen (Germany).............................................................<1
(Scriptoria N.V. owns <1%; and Tenneco Packaging Inc. owns >99%)
Sentinel GmbH Verpackungen (Germany).................................................................99
(Tenneco Packaging Inc. owns >99%; and Scriptoria N.V. owns <1%)
</TABLE>
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
Sentinel Polyolefins, L.L.C..........................................................................50 %
(Tenneco Packaging Inc. owns 50%; and Sentinel Products Corp., an
unaffiliated company and its principals, own 50%)
Suncor, Inc. (South Carolina).......................................................................100
Tenneco AVI Acquisition Inc. (Delaware).............................................................100
Tenneco Business Services Holdings Inc. (Delaware)..................................................100
Tenneco Business Services Inc. (Delaware).......................................................100
Tenneco CAP Acquisition Inc. (Delaware)(1)..........................................................100
Tenneco CPI Holding Company (Delaware)..............................................................100
Tenneco Forest Products GmbH (Germany)..............................................................100
PCA Embalajes Espana S.L. (Spain)................................................................99
(Tenneco Forest Products GmbH owns 99%; and Tenneco Omni-Pac Ekco
Verpackungsmittel GmbH & Co. KG owns 1%)
Tenneco International Business Development Limited (Delaware).......................................100
Ambassador Packaging (Ireland) Limited (Ireland)................................................100
Tenneco International Finance B.V. (Netherlands)....................................................100
Tenneco Management Company (Delaware)...............................................................100
Tenneco Management (Europe) Limited (United Kingdom)................................................100
Tenneco NHC Inc. (Nevada)...........................................................................100
Tenneco Packaging - Chile Holdings Inc. (Delaware)..................................................100
Tenneco Packaging - Chile S.A. (Chile)..........................................................100
Tenneco Packaging de Mexico, S.A. de C.V. (Mexico)....................................................0.01
(Tenneco Packaging Inc. owns 1 share; and Tenneco Packaging
International Holdings Inc. owns 499,999 shares)
Tenneco Packaging Deutschland Holdinggesellschaft mbH (Germany).....................................100
Kobusch Folien Verwaltungsgesellschaft mbH (Germany)............................................100
Tenneco Kobusch-Folien GmbH & Co. KG (Germany).............................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Kobusch-Folien Verwaltungsgesellschaft mbH
is the General Partner)
Kobusch Packaging Egypt Ltd. (Egypt).....................................................0.25
(Tenneco Kobusch-Folien GmbH & Co. KG owns 0.25%; and
Tenneco Packaging Inc. owns 99.75%)
Nord-West Verpackung Verwaltungsgesellschaft mbH (Germany)......................................100
Tenneco Nord-West Verpackung GmbH & Co. KG (Germany).......................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Nord-West Verpackung Verwaltungs-
gesellschaft mbH is the General Partner)
Nord-West Wohnungsbau GmbH (Germany)...................................................100
Omni-Pac Ekco Verpackungsmittel Verwaltungsgesellschaft mbH (Germany)...........................100
</TABLE>
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF TENNECO PACKAGING DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
SUBSIDIARIES OF OMNI-PAC EKCO VERPACKUNGSMITTEL VERWALTUNGSGESELLSCHAFT MBH
Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. KG (Germany)............................100 %
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Omni-Pac Ekco Verpackungsmittel Verwaltungs-
gesellschaft mbH is the General Partner)
Omni-Pac Poland Sp. z o.o. (Poland)....................................................100
PCA Embalajes Espana S.L. (Spain)........................................................1
(Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. KG
owns 1%; and Tenneco Forest Products GmbH owns 99%)
Omni-Pac Verpackungsmittel Verwaltungsgesellschaft mbH..........................................100
Tenneco Omni-Pac GmbH & Co. KG Verpackungsmittel (Germany).................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Omni-Pac Verpackungsmittel Verwaltungs-
gesellschaft mbH is the General Partner)
Omni-Pac ApS (Denmark).................................................................100
Omni-Pac A.B. (Sweden).................................................................100
Omni-Pac S.A.R.L. (France)...............................................................3
(Tenneco Omni-Pac GmbH & Co. KG Verpackungsmittel owns 3%;
and Tenneco Packaging Inc. owns 97%)
Sengewald Verpackungen Verwaltungsgesellschaft mbH (Germany)....................................100
Tenneco Sengewald Verpackungen GmbH & Co. KG (Germany).....................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Sengewald Verpackung Verwaltungs-
gesellschaft mbH is the General Partner)
Sengewald Klinikprodukte Verpackungsmittel GmbH.................................................100
Tenneco Sengewald Klinikprodukte GmbH & Co. KG (Germany)...................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Sengewald Klinikprodukte Verwaltungs-
gesellschaft mbH is the General Partner)
Sengewald France S.A.R.L. (France)(1)..................................................100
Tenneco Omni-Pac GmbH & Co. KG Verpackungsmittel (Germany)......................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Omni-Pac Verpackungsmittel Verwaltungs-
gesellschaft mbH is the General Partner)
Tenneco Omni-Pac Ekco Verpackungsmittel GmbH & Co. KG (Germany).................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Omni-Pac Ekco Verpackungsmittel Verwaltungs-
gesellschaft mbH is the General Partner)
</TABLE>
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF TENNECO PACKAGING DEUTSCHLAND HOLDINGGESELLSCHAFT MBH
Tenneco Sengewald Verpackungen GmbH & Co. KG (Germany)..........................................100 %
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Sengewald Verpackung Verwaltungs-
gesellschaft mbH is the General Partner)
Tenneco Kobusch-Folien GmbH & Co. KG (Germany)..................................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Kobusch-Folien Verwaltungsgesellschaft mbH
is the General Partner)
Tenneco Nord-West Verpackung GmbH & Co. KG (Germany)............................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Nord-West Verpackung Verwaltungs-
gesellschaft mbH is the General Partner)
Tenneco Sengewald Klinikprodukte GmbH & Co. KG (Germany)........................................100
(Tenneco Packaging Deutschland Holdinggesellschaft mbH is the
Limited Partner; and Sengewald Klinikprodukte Verwaltungs-
gesellschaft mbH is the General Partner)
Tenneco Packaging Europe B.V. (Netherlands).........................................................100
Nederlandse Pillo-Pak Maatschappij B.V. (Netherlands)...........................................100
Tenneco Packaging Hexacomb S.A. (Spain).............................................................100
Tenneco Packaging Hungary Holdings Inc. (Delaware)..................................................100
Tenneco Packaging Hungary Packaging Material Limited (Hungary)(1)...................................100
Budafok Recycling Waste Paper Recovery Ltd. (Hungary)................................................63.8
(Tenneco Packaging Hungary Packaging Material Limited owns 63.8%;
and Asco Hungaria Kft., an unaffiliated company, owns 36.2%)
Tenneco Packaging International Holdings Inc. (Delaware)............................................100
Airpack SPA (Italy)...............................................................................2
(Tenneco Packaging International Holdings Inc. owns 2%; and Tenneco
Packaging Inc. owns 98%)
Scriptoria N.V. (Belgium)........................................................................<1
(Tenneco Packaging International Holdings Inc. owns <1% or 18 shares;
Tenneco Packaging Inc. owns approximately 99.6%; and the remainder
of the shares are held by unknown third parties)
Tenneco Packaging de Mexico, S.A. de C.V.........................................................99.99
(Tenneco Packaging International Holdings Inc. owns 499,999 shares; and
Tenneco Packaging Inc. owns 1 share)
</TABLE>
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<PAGE> 93
<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF TENNECO PACKAGING INTERNATIONAL HOLDINGS INC.
SUBSIDIARIES OF TENNECO PACKAGING DE MEXICO, S.A. DE C.V.
Empaques Protectores Tenneco S.A. de C.V. (Mexico)..........................................40 %
(Tenneco Packaging de Mexico, S.A. de C.V. owns 40%; non-
affiliates own 60%)
Wellenfoam N.V. (Belgium)........................................................................<1
(Tenneco Packaging International Holdings Inc. owns <1% or 1 share;
and Tenneco Packaging Inc. owns 99+%)
Tenneco Packaging Leasing Company (Delaware)........................................................100
Tenneco Packaging RSA Company (Delaware)............................................................100
Tenneco PPI Company (Delaware)......................................................................100
Tenneco Protective Packaging Inc. (Delaware)........................................................100
AVI Technologies, Inc. (Delaware)...............................................................100
Tenneco Retail Receivables Company (Delaware).......................................................100
Tenneco Rochester Acquisition Inc. (Delaware)(1)....................................................100
Tenneco Romania Holdings Inc. (Delaware)............................................................100
Tenneco Forest Products S.A. (Romania)..........................................................100
(Shawn Kelly, Richard Bierlich, Robert Haught and Brent Nyberg, all of
whom are affiliated, each hold share(s) of this company)
Tenneco Windsor Box & Display, Inc. (Delaware)(2)...................................................100
The Baldwin Group, Ltd. (U.K.)......................................................................100
Ambassador Packaging Ltd. (U.K.)................................................................100
Coastal Packaging Ltd. (U.K.)..............................................................100
Prempack Limited (U.K.)....................................................................100
R & H Robinson (Sheffield) Ltd. (U.K.).....................................................100
Baldwin Packaging Limited (U.K.).................................................................<1
(The Baldwin Group owns <1% or 1 share J&W Baldwin (Holdings)
Ltd. owns 99.9%)
J&W Baldwin (Holdings) Ltd. (U.K.)..............................................................100
Baldwin Packaging Limited (U.K.)............................................................99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The Baldwin Group
owns <1% or 1 share)
Jiffy Rugated Products Limited (U.K.)...................................................99.9
(Baldwin Packaging Limited owns 99.9%; and The Baldwin Group
owns <1% or 1 share)
J&W Baldwin (Manchester) Limited (U.K.).................................................99.9
(Baldwin Packaging Limited owns 99.9%; and The Baldwin
Group owns <1% or 1 share)
</TABLE>
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(2) In dissolution.
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
SUBSIDIARIES OF THE BALDWIN GROUP, LTD.
SUBSIDIARIES OF J&W BALDWIN (HOLDINGS) LTD.
Jifcour (UK) Limited (U.K.).................................................................99.9%
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The Baldwin
Group, Ltd. owns <1% or 1 share)
Jiffy Packaging Company Ltd. (U.K.).........................................................99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The Baldwin
Group, Ltd. owns <1% or 1 share)
Pentland Packaging Limited (Scotland).......................................................99.9
(J&W Baldwin (Holdings) Ltd. owns 99.9%; and The Baldwin
Group, Ltd. owns <1% or 1 share)
J&W Baldwin (Manchester) Limited (U.K.)..........................................................<1
(The Baldwin Group, Ltd. owns <1% or 1 share; and Baldwin Packaging
Limited owns 99.9%)
Jifcour (UK) Limited (U.K.)......................................................................<1
(The Baldwin Group, Ltd. owns <1% or 1 share; and J&W Baldwin
(Holdings) Ltd. owns 99.9%)
Jiffy Packaging Company Ltd. (U.K.)..............................................................<1
(The Baldwin Group, Ltd. owns <1% or 1 share; and J&W Baldwin
(Holdings) Ltd. owns 99.9%)
Jiffy Rugated Products Limited (U.K.)............................................................<1
(The Baldwin Group, Ltd. owns <1% or 1 share; and Baldwin Packaging
Limited owns 99.9%)
Omni-Pac U.K. Limited (United Kingdom)..........................................................100
Pentland Packaging Limited (Scotland)............................................................<1
(The Baldwin Group, Ltd. owns <1% or 1 share; and J&W Baldwin
(Holdings) Ltd. owns 99.9%)
Tenneco Packaging Limited (Scotland)............................................................100
Alpha Products (Bristol) Limited (United Kingdom)..........................................100
Brucefield Plastics Limited (Scotland).....................................................100
Polbeth Packaging (Corby) Limited (Scotland)...............................................100
Tenneco Packaging (Caerphilly) Limited (United Kingdom)....................................100
Tenneco Packaging (Films) Limited (United Kingdom).........................................100
Tenneco Packaging (Livingston) Limited (Scotland)..........................................100
Tenneco Packaging (Stanley) Limited (United Kingdom).......................................100
Tenneco Packaging (UK) Limited (United Kingdom).................................................100
The Corinth and Counce Railroad Company (Mississippi)...............................................100
Valdosta Southern Railroad Company (Florida)....................................................100
798795 Ontario Limited (Ontario)....................................................................100
Astro-Valcour, Ltd. (Ontario)...................................................................100
Tenneco Packaging Canada Inc. (Ontario).........................................................100
Tenneco Packaging - Hexacomb Limited (Ontario)..................................................100
Shearmat Structures Ltd. (Manitoba)........................................................100
</TABLE>
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<TABLE>
<S> <C>
SUBSIDIARIES OF TENNECO PACKAGING INC.
Wellenfoam N.V. (Belgium)............................................................................99.9%
(Tenneco Packaging Inc. owns 99.9%; and Tenneco Packaging International
Holdings Inc. owns <1% or 1 share)
Wood Products Leasing Company (Delaware)............................................................100
Zhejing Zhongbao Packaging (Peoples Republic of China)...............................................62.5
(Tenneco Packaging Inc. owns 62.5%; and non-affiliates own 37.5%)
</TABLE>
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 96
EXHIBIT H
FORM OF
TAX SHARING AGREEMENT
This Tax Sharing Agreement is entered into as of _________ __, 1999 by
and between Tenneco Inc., a Delaware corporation, to be renamed Tenneco
Automotive Inc. ("Tenneco"), and _____________, a Delaware corporation, formerly
known as Tenneco Packaging Inc. ("Packaging Company"). Tenneco and Packaging
Company are sometimes collectively referred to herein as the "Companies."
Capitalized terms used in this Agreement are defined in Section 1 below. Unless
otherwise indicated, all "Section" references in this Agreement are to sections
of this Agreement.
RECITALS
WHEREAS, as of the date hereof, Tenneco is the common parent of an
affiliated group of corporations, including Packaging Company, which has elected
to file consolidated Federal income tax returns; and
WHEREAS, the Companies have entered into a Distribution Agreement setting
forth the corporate transactions pursuant to which Tenneco will distribute all
of the outstanding shares of common stock of Packaging Company to Tenneco
shareholders in a transaction intended to qualify as a tax-free distribution
under Section 355 of the Code; and
WHEREAS, as a result of the Distribution, Packaging Company and its
subsidiaries will cease to be members of the affiliated group of which Tenneco
is the common parent, effective as of the Distribution Date; and
WHEREAS, the Companies desire to provide for and agree upon the
allocation between the parties of liabilities for Taxes arising prior to, as a
result of, and subsequent to the transactions contemplated by the Distribution
Agreement, and to provide for and agree upon other matters relating to Taxes;
NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Companies hereby agree as follows:
SECTION 1. DEFINITION OF TERMS. For purposes of this Agreement (including
the recitals hereof), the following terms have the following meanings:
"ACCOUNTING CUTOFF DATE" means, with respect to Packaging Company, any
date as of the end of which there is a closing of the financial accounting
records for such entity.
"ACCOUNTING FIRM" shall have the meaning provided in Section 15.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 97
"ADJUSTMENT REQUEST" means any formal or informal claim or request filed
with any Tax Authority, or with any administrative agency or court, for the
adjustment, refund, or credit of Taxes, including (a) any amended Tax Return
claiming adjustment to the Taxes as reported on the Tax Return or, if
applicable, as previously adjusted, or (b) any claim for refund or credit of
Taxes previously paid.
"AFFILIATE" means any entity that directly or indirectly is "controlled"
by the person or entity in question. For purposes of this Agreement, "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through
ownership of voting securities, by contract or otherwise. Except as otherwise
provided herein, the term Affiliate shall refer to Affiliates of a person as
determined immediately after the Distribution.
"AGREEMENT" shall mean this Tax Sharing Agreement.
"AVAILABLE OTHER GROUP CARRYBACK" shall have the meaning provided in
Section 4.07(c)(ii).
"BENCHMARK INCOME (OR LOSS) ALLOCATION" shall have the meaning provided
in Section 2.02(a)(ii).
"BENCHMARK 1997 LOSS CARRYFORWARD ALLOCATION" shall have the meaning
provided in Section 2.02(a)(iii).
"BENCHMARK 1998 LOSS CARRYFORWARD ALLOCATION" shall have the meaning
provided in Section 2.02(a)(iii).
"BENCHMARK PERIOD" shall have the meaning provided in Section
2.02(a)(ii).
"CARRYBACK" means any net operating loss, net capital loss, excess tax
credit, or other similar Tax item which may or must be carried from one Tax
Period to another Tax Period under the Code or other applicable Tax Law.
"CARRYBACK GROUP" shall have the meaning provided in Section 4.07(c)(ii).
"CODE" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor law.
"COMPANIES" means Tenneco and Packaging Company collectively, and
"COMPANY" means any one of Tenneco or Packaging Company.
"CONSOLIDATED OR COMBINED INCOME TAX" means any Income Tax computed by
reference to the assets and activities of members of more than one Group.
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<PAGE> 98
"CONSOLIDATED OR COMBINED STATE INCOME TAX" means any State Income Tax
computed by reference to the assets and activities of members of more than one
Group.
"CONSOLIDATED TAX LIABILITY" means, with respect to any Tenneco Federal
Consolidated Return, the "tax liability of the group" as that term is used in
Treasury Regulation Section 1.1552-1(a)(1) (including applicable interest,
additions to tax, additional amounts and penalties as provided in the Code),
provided, that such tax liability shall be treated as including any alternative
minimum tax liability under Code Section 55.
"CORPORATE RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
the Distribution Agreement.
"DEBT REALIGNMENT" shall have the meaning provided in the Distribution
Agreement.
"DISTRIBUTION AGREEMENT" means the Distribution Agreement, dated as of
______, 1999, between Tenneco and Packaging Company, as amended from time to
time, setting forth the corporate transactions required to effect the
distribution to Tenneco shareholders of all of the outstanding stock of
Packaging Company owned by Tenneco, and to which this Tax Sharing Agreement is
attached as an exhibit.
"DISTRIBUTION DATE" means the Distribution Date as that term is defined
in the Distribution Agreement.
"DISTRIBUTION" shall have the meaning provided in the Distribution
Agreement.
"ESTIMATED TAX PAYMENTS" shall have the meaning provided in Section
2.03(a)(ii)(B).
"FEDERAL INCOME TAX" means any Tax imposed by Subtitle A (Income Taxes)
or F (Procedure and Administration) of the Code.
"FINAL INCOME OR LOSS ALLOCATION" shall have the meaning provided in
Section 2.02(a)(iv).
"FINAL 1997 LOSS CARRYFORWARD ALLOCATION" shall have the meaning provided
in Section 2.02(a)(v).
"FINAL 1998 LOSS CARRYFORWARD ALLOCATION" shall have the meaning provided
in Section 2.02(a)(v).
"FOREIGN INCOME TAX" means any Tax imposed by any foreign country or any
possession of the United States, or by any political subdivision of any foreign
country or United States possession, which is an income tax as defined in
Treasury Regulation Section 1.901-2.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 99
"GERMAN RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
Section 2.04(b).
"GROUP" means the Tenneco Group and the Packaging Group, as the context
requires.
"HYPOTHETICAL STATE TAX LIABILITY" shall have the meaning provided in
Section 2.03(a)(ii)(A).
"INCOME TAX" means any Federal Income Tax, State Income Tax, or Foreign
Income Tax.
"IRS RULING LETTER" shall have the meaning provided in the Distribution
Agreement.
"JOINT ADJUSTMENT" means any proposed adjustment by a Tax Authority or
claim for refund asserted in a Tax Contest which is neither a Tenneco Adjustment
nor a Packaging Adjustment.
"OLD TENNECO" shall have the meaning provided in Section 2.06(a)
"OTHER GROUP" shall have the meaning provided in Section 4.07(c)(ii).
"PACKAGING ADJUSTMENT" means any proposed adjustment by a Tax Authority
or claim for refund asserted in a Tax Contest to the extent Packaging Company
would be exclusively liable for any resulting Tax under this Agreement and
exclusively entitled to receive any resulting Tax Benefit under this Agreement.
"PACKAGING COMPANY" means _____________________, a Delaware corporation,
formerly known as Tenneco Packaging Inc., and any successor.
"PACKAGING GROUP" means Packaging Company and its Affiliates as
determined immediately after the Distribution, modified as provided in Section
18.
"PACKAGING GROUP PRIOR STATE TAX LIABILITY" shall have the meaning
provided in Section 2.03(b)(i)(B).
"PACKAGING GROUP RECOMPUTED STATE TAX LIABILITY" shall have the meaning
provided in Section 2.03(b)(i)(A).
"PAYMENT DATE" means (i) with respect to any Tenneco Federal Consolidated
Return, the due date for any required installment of estimated taxes determined
under Code Section 6655, the due date (determined without regard to extensions)
for filing the return determined under Code Section 6072, and the date the
return is filed, and (ii) with respect to any Tax Return for any Consolidated or
Combined State Income Tax, the corresponding dates determined under the
applicable Tax Law.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 100
"POST-DISTRIBUTION PERIOD" means any Tax Period beginning after the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period beginning the day after the Distribution Date.
"POST-DISTRIBUTION STATE INCOME TAX RETURN" means any State Income Tax
Return for the Tax Period ended December 31, 1999.
"PRE-DISTRIBUTION PERIOD" means any Tax Period ending on or before the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period ending on the Distribution Date.
"PRIME RATE" means the base rate on corporate loans charged by Citibank,
N.A., New York, New York from time to time, compounded daily on the basis of a
year of 365 or 366 (as applicable) days and actual days elapsed.
"PRIOR INTERCOMPANY TAX ALLOCATION AGREEMENTS" means any written or oral
agreement or any other arrangements relating to allocation of Taxes existing
between or among the Tenneco Group and the Packaging Group as of the
Distribution Date (other than this Agreement and other than any such agreement
or arrangement between or among persons who are members of a single Group).
"PROHIBITED ACTION" shall have the meaning provided in Section 11.
"RESPONSIBLE COMPANY" means, with respect to any Tax Return, the Company
having responsibility for preparing and filing such Tax Return under this
Agreement.
"RESTRUCTURING TAX" means the Taxes described in Sections 2.05(a)(i) or
2.05(a)(ii) (relating to Tax resulting from any income or gain recognized as a
result of the Transactions but excluding any Transfer Taxes described in Section
2.05).
"RULING REQUEST" means the letter filed by Tenneco with the Internal
Revenue Service dated April 30, 1999 requesting a ruling from the Internal
Revenue Service regarding certain Federal Income Tax consequences of the
Transactions (including all attachments, exhibits, and other materials submitted
with such ruling request letter) and any amendment or supplement to such ruling
request letter.
"SEPARATE COMPANY TAX" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.
"SEPARATE COMPANY STATE INCOME TAX" means any State Income Tax that is a
Separate Company Tax.
TENNECO DISTRIBUTION AGREEMENT
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<PAGE> 101
"STRADDLE PERIOD" means any Tax Period that begins on or before and ends
after the Distribution Date.
"STATE INCOME TAX" means any Tax imposed by any State of the United
States or by any political subdivision of any such State which is imposed on or
measured by net income, including state and local franchise or similar Taxes
measured by net income (including, without limitation, any Tax which is measured
by the higher of capital or net income (e.g., Ohio Rev. Code Ann. Title 57,
Section 5733, Corporate Franchise Tax)).
"TAX" or "TAXES" means any income, gross income, gross receipts, profits,
capital stock, franchise, withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise,
severance, occupation, service, sales, use, license, lease, transfer, import,
export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax, or additional amounts in respect
of the foregoing.
"TAX AUTHORITY" means, with respect to any Tax, the governmental entity
or political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.
"TAX BENEFIT" means any refund, credit, or other reduction in otherwise
required Tax payments (including any reduction in estimated Tax payments).
"TAX CONTEST" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any of the Companies or their Affiliates (including any
administrative or judicial review of any claim for refund) for any Tax Period
ending on or before the Distribution Date or for any Straddle Period.
"TAX CONTEST COMMITTEE" shall have the meaning provided in Section
9.02(b).
"TAX ITEM" means, with respect to any Income Tax, any item of income,
gain, loss, deduction, and credit.
"TAX LAW" means the law of any governmental entity or political
subdivision thereof relating to any Tax.
"TAX PERIOD" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.
"TAX RECORDS" means Tax Returns, Tax Return work papers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under the
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Code or other applicable Tax Laws or under any record retention agreement with
any Tax Authority.
"TAX RETURN" means any report of Taxes due, any claims for refund of
Taxes paid, any information return with respect to Taxes, or any other similar
report, statement, declaration, or document required to be filed under the Code
or other Tax Law, including any attachments, exhibits, or other materials
submitted with any of the foregoing, and including any amendments or supplements
to any of the foregoing.
"TENNECO" means Tenneco Inc., a Delaware corporation, and any successor.
"TENNECO ADJUSTMENT" means any proposed adjustment by a Tax Authority or
claim for refund asserted in a Tax Contest to the extent Tenneco would be
exclusively liable for any resulting Tax under this Agreement and exclusively
entitled to receive any resulting Tax Benefit under this Agreement.
"TENNECO AFFILIATED GROUP" means the affiliated group (as that term is
defined in Code Section 1504) that includes Tenneco as the common parent and
includes any member of the Packaging Group.
"TENNECO FEDERAL CONSOLIDATED RETURN" means any United States federal Tax
Return for the Tenneco Affiliated Group.
"TENNECO GROUP" means Tenneco and its Affiliates excluding any entity
that is a member of the Packaging Group.
"TRANSACTIONS" means the transactions contemplated by the Distribution
Agreement (including the Corporate Restructuring Transactions, Debt Realignment
and Distribution, as defined in such agreement).
"TRANSFER TAXES" means all Taxes (other than Taxes imposed on income or
gains) incurred or imposed by reason of the sale, assignment or transfer of
title of the applicable property, regardless of upon whom such Taxes are levied
or imposed by the applicable Tax Law, including sales, use, value-added, excise,
stock transfer, real estate transfer, lease assignment, transfer gains tax,
stamp, documentary, filing, recording, permit, license, authorization,
intangible and similar Taxes.
"TRUE-UP AMOUNT" shall have the meaning provided in Section 2.02(a)(vi).
"TREASURY REGULATIONS" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Period.
"UK RESTRUCTURING TRANSACTIONS" shall have the meaning provided in
Section 2.04(c).
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"1996 SPIN-OFF TAX SHARING AGREEMENT" shall have the meaning provided in
Section 2.06(a).
"1997 LOSS CARRYFORWARD" shall have the meaning provided in Section
2.02(a)(i).
"1998 LOSS CARRYFORWARD" shall have the meaning provided in Section
2.02(a)(i).
"1999 TAX PERIOD" shall have the meaning provided in Section 2.02(a).
For purposes of this Agreement, any reference to "including" shall
be deemed to mean "including, without limitation."
SECTION 2. ALLOCATION OF TAX LIABILITIES. The provisions of this Section
2 are intended to determine each Company's liability for Taxes with respect to
Pre-Distribution Periods. Once the liability has been determined under this
Section 2, Section 5 determines the time when payment of the liability is to be
made, and whether the payment is to be made to the Tax Authority directly or to
another Company.
2.01 General Rule.
(a) Tenneco Liability. Tenneco shall be liable for all Taxes not
specifically allocated to Packaging Company under this Section 2. Tenneco shall
indemnify and hold harmless the Packaging Group from and against any liability
for Taxes for which Tenneco is liable under this Section 2.01(a).
(b) Packaging Company Liability. Packaging Company shall be liable
for, and shall indemnify and hold harmless the Tenneco Group from and against
any liability for, Taxes which are allocated to Packaging Company under this
Section 2.
2.02 Allocation of United States Federal Income Tax. Except as
provided in Sections 2.05 and 2.06:
(a) Allocation of Tax and Tax Attributes Relating to the 1999 Tax Period.
With respect to the Tenneco Federal Consolidated Return for the tax period
ending December 31, 1999 (the "1999 Tax Period"), the allocation and use of net
operating loss carryforwards and current year losses, and the allocation of
Consolidated Tax Liability, if any, shall be made as follows:
(i) STEP ONE. The net operating losses attributable to the tax
period ended December 31, 1997 (the "1997 Loss Carryforward") and the net
operating losses attributable to the tax period ended December 31, 1998 (the
"1998 Loss Carryforward") shall be allocated between the Tenneco Group and
Packaging Group based upon the legal entities that incurred such losses
(treating the income of any member of the Tenneco Affiliated Group for the
relevant tax period
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as reducing the losses of each legal entity included in the Tenneco Affiliated
Group on a pro rata basis in accordance with Treasury Regulation Section
1.1502-21(b)(2).
(ii) STEP TWO. The taxable income (or loss) of each of the Tenneco
Group and Packaging Group for the portion of the 1999 Tax Period ending on
September 30, 1999 (the "Benchmark Period") shall be computed (the "Benchmark
Income (or Loss) Allocation ") subject to adjustment for material divestments,
the costs of the Debt Realignment, and similar items.
(iii) STEP THREE. The taxable losses, if any, incurred by any
member of the Tenneco Affiliated Group for the Benchmark Period shall be deemed
to be utilized first to offset the taxable income, if any, of each other member
of the Tenneco Affiliated Group for such tax period (which losses shall be
deemed to be utilized by such members on a pro rata basis). Next, the 1997 Loss
Carryforward shall be deemed to be utilized, on a pro rata basis, to offset the
taxable income of each member of the Tenneco Affiliated Group. Finally, to the
extent the taxable income for such period exceeds the losses for such period and
the 1997 Loss Carryforward, the 1998 Loss Carryforward shall be deemed to be
utilized, on a pro rata basis, to offset the remaining taxable income of each
member of the Tenneco Affiliated Group. Neither Tenneco nor Packaging Company
shall have any obligation to pay or reimburse the other party for utilization of
such party's net operating losses under this Step Three. Each Group's allocable
share of the 1997 Loss Carryforward and 1998 Loss Carryforward following the
utilization of losses described in this Step Three shall be referred to as such
Group's "Benchmark 1997 Loss Carryforward Allocation" and "Benchmark 1998 Loss
Carryforward Allocation," respectively. In the event the 1997 Loss Carryforward
and 1998 Loss Carryforward are fully utilized, the Benchmark 1997 Loss
Carryforward Allocation and the Benchmark 1998 Loss Carryforward Allocation
shall be deemed to equal zero.
In the event the Tax Return for the tax period ended December 31,
1998 has not been filed at the time the Benchmark 1997 and Benchmark 1998 Loss
Carryforward Allocations are made pursuant to Step Three, the parties shall use
an agreed upon estimate of the net operating losses for the tax period ended
December 31, 1998, and within 30 days of the filing the Tax Return for such tax
period, the Benchmark 1997 Loss Carryforward Allocation and Benchmark 1998 Loss
Carryforward Allocation shall be redetermined. In the case of such
redetermination if Packaging Company's Benchmark 1997 Loss Carryforward
Allocation or Benchmark 1998 Loss Carryforward Allocation, as redetermined,
exceeds the amount of such allocation as initially determined under Step Three,
Packaging Company shall pay to Tenneco an amount equal to such excess multiplied
by 35%, and if Packaging Company's Benchmark 1997 Loss Carryforward Allocation
or Benchmark 1998 Loss Carryforward Allocation, as redetermined, is less than
Packaging Company's Benchmark 1997 Loss Carryforward Allocation or Benchmark
1998 Loss Carryforward Allocation, Tenneco shall pay to Packaging Company an
amount equal to such difference multiplied by 35%.
(iv) STEP FOUR. The taxable income (or loss) of each of the
Tenneco Group and the Packaging Group for the 1999 Tax Period shall be computed
(in the same manner as described in
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Step Two) based on the Tax Return as filed for such tax period (the "Final
Income or Loss Allocation").
(v) STEP FIVE. Based on the Tax Return as filed for the 1999 Tax
Period, the taxable losses, if any incurred by any member of the Tenneco Group
or Packaging Group for such period shall be deemed to be utilized first to
offset the taxable income, if any, of each other member of the Tenneco
Affiliated Group for such period (which losses shall be deemed to be utilized by
such members on a pro rata basis). Next, the 1997 Loss Carryforward shall be
deemed to be utilized, on a pro rata basis, to offset the taxable income of each
member of the Tenneco Affiliated Group. Finally, to the extent the taxable
income for such period exceeds the losses for the current period and the 1997
Loss Carryforward, the 1998 Loss Carryforward shall be deemed to be utilized, on
a pro rata basis, to offset the remaining taxable income of each member of the
Tenneco Affiliated Group. Each Group's allocable share of the 1997 Loss
Carryforward and 1998 Loss Carryforward following the utilization of losses
described in this Step Five shall be referred to as the "Final 1997 Loss
Carryforward Allocation" and "Final 1998 Loss Carryforward Allocation,"
respectively.
(vi) STEP SIX. Within sixty (60) days of filing the Tenneco
Federal Consolidated Tax Return for the 1999 Tax Period, the Packaging Group
shall compute the "True-Up Amount," which amount shall equal (I) the sum of (A)
the Packaging Group's' Final Income (or Loss) Allocation less the Packaging
Group's Benchmark Income or (Loss) Allocation (any loss allocation shall be
treated as a negative number for purposes of this computation) plus (B) the
Packaging Group's Final 1997 Loss Carryforward less the Packaging Group's
Benchmark 1997 Loss Carryforward (as redetermined under Step Three, if
applicable), plus (C) the Packaging Group's Final 1998 Loss Carryforward less
the Packaging Group's Benchmark 1998 Carryforward (as redetermined under Step
Three, if applicable), multiplied by (II) 35%.
(vii) STEP SEVEN. In the event the Packaging Group's True-Up
Amount is positive, Packaging Company shall pay such amount to Tenneco, and in
the event the Packaging Group's True-Up Amount is negative, Tenneco shall pay
such amount to Packaging Company.
Schedule A attached hereto sets forth the parties' agreement as to
the determinations required under Steps One, Two and Three of this Section
2.02(a). Schedule B attached hereto provides an example of the manner in which
Steps Four, Five and Six are to be computed. The actual determination required
to be made under Steps Four, Five and Six will be based on the information
contained on the Tax Return as filed for the 1999 Tax Period.
(b) Allocation of Tenneco Federal Consolidated Return Tax
Adjustments. If there is any adjustment to the reported Tax liability with
respect to any Tenneco Federal Consolidated Return, or to such Tax liability as
previously adjusted, Packaging Company shall be liable to Tenneco for the excess
(if any) of--
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(i) the Consolidated Tax Liability of the Packaging Group
computed as if all members of the Packaging Group included in the Tax
Return had filed a consolidated Tax Return for such members based on the
Tax Items of such members as so adjusted (the "Packaging Group Recomputed
Federal Tax Liability"); over
(ii) the Consolidated Tax Liability of the Packaging Group
computed as if such members of the Packaging Group had filed a
consolidated Tax Return for such members based on the Tax Items of such
members as reported (or, if applicable, as previously adjusted) (the
"Packaging Group Prior Federal Tax Liability"). Solely with respect to
the Tenneco Federal Consolidated Return for the 1999 Tax Period, the
Packaging Group Prior Federal Tax Liability with respect to such Tax
Return shall equal the Consolidated Tax Liability allocable to the
Packaging Group with respect to such Tax Return under Section 2.02(a)
hereof.
If the Packaging Group Prior Federal Tax Liability exceeds the Packaging Group
Recomputed Federal Tax Liability, Tenneco shall be liable to Packaging Company
for such excess. For purposes of this Section 2.02(b), if the Packaging Group
has a net operating loss after taking into account the adjustments allocable to
such Group, the Recomputed Federal Tax Liability of the Group shall be less than
zero to the extent such net operating loss produces a Tax Benefit in
consolidation for the applicable taxable year (which shall be determined
applying the principles of Section 4.07(c)(ii)). For example, if the Packaging
Group's Prior Federal Tax Liability for Year X was $50 and taking into account
all adjustments for Year X, Packaging Group has a net operating loss of $40
resulting in a Tax Benefit of $14 (determined by computing the Consolidated Tax
Liability for such Tax Period with and without the net operating loss), then the
Packaging Group's Recomputed Federal Tax Liability for Year X would be negative
$14, and Tenneco would be liable to Packaging Company in the amount of $64, i.e.
($50 - (-$14)).
2.03 Allocation of State Income Taxes. Except as provided in
Sections 2.04, 2.05 and 6.03, State Income Taxes shall be allocated as follows:
(a) Allocation of State Income Tax Liabilities for
Post-Distribution State Income Tax Returns.
(i) Separate Company Taxes. In the case of any
Separate Company State Income Tax with respect to a Post-Distribution State
Income Tax Return, Packaging Company shall be liable for such Tax imposed on any
members of the Packaging Group.
(ii) Consolidated or Combined State Income Taxes. In
the case of any Consolidated or Combined State Income Tax with respect to a
Post-Distribution State Income Tax Return, the Consolidated or Combined State
Income Tax liability shall be allocated between the Tenneco Group and the
Packaging Group as follows:
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(A) Each Group shall compute its "Hypothetical
State Tax Liability," which shall equal the State Income Tax liability of such
Group (which number shall be deemed to be zero if such Group has net operating
losses for such Tax Period), computed as if all members of such Group included
in the computation of such Tax had filed a consolidated or combined Tax Return
for such Group's members based on the income, apportionment factors, and other
items of such members.
(B) In the event the Estimated Tax Payments (as
defined below) exceed, or are less than, the actual State Income Tax liability
shown on the Consolidated and Combined State Income Tax Return such excess or
deficit, as the case may be, shall be shared by the Tenneco Group and the
Packaging Group. Each Group's share shall be determined by multiplying such
excess or deficit by a fraction, (a) the numerator of which is the Hypothetical
State Tax Liability of such Group, and (b) the denominator of which is the sum
of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging
Group, with appropriate payments being made by Packaging Company to Tenneco, or
by Tenneco to Packaging Company, to achieve the appropriate sharing of such
excess or deficit. The term "Estimated Tax Payments" shall mean any and all
estimated payments made in connection with the Combined or Consolidated State
Income Tax Return filed for such Tax Period; provided, however, such amount
shall (i) exclude any estimated Tax payments made after the Distribution Date
and (ii) include any overpayments of Combined or Consolidated State Income Tax
for any prior Tax Periods which are carried forward and applied as payments on
the Combined or Consolidated State Income Tax Returns for the applicable Tax
Period.
(iii) Post-Distribution Estimated Payments. Notwithstanding
anything to the contrary in the foregoing, in the case of both Separate Company
Taxes and Consolidated or Combined Income Taxes, Packaging Company shall pay to
the appropriate State Tax Authority any estimated Taxes with respect to the Tax
Period ended December 31, 1999 due after the Distribution Date. Tenneco shall
reimburse Packaging Company for (i) any estimated Tax payments made by Packaging
Company after the Distribution Date with respect to Separate Company Taxes
imposed on members of the Tenneco Group and (ii) any and all estimated Tax
payments made by Packaging Company after the Distribution Date with respect to
any Consolidated or Combined State Income Tax.
(b) Allocation of State Income Tax Adjustments.
(i) Combined or Consolidated State Income Tax Adjustments. If there is
any adjustment to the amount of Consolidated or Combined State Income Tax
reported on any Tax Return (or as previously adjusted), the liability of
the Packaging Group shall be recomputed as provided in this subparagraph.
Packaging Company shall be liable to Tenneco for the excess (if any) of--
(A) the State Income Tax liability computed as if all
members of the Packaging Group included in the Tax Return had
filed a consolidated or combined
TENNECO DISTRIBUTION AGREEMENT
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Tax Return for such members based on the income, apportionment
factors, and other items of such members as so adjusted (the
"Packaging Group Recomputed State Tax Liability"); over
(B) the State Income Tax liability computed as if
such members of the Packaging Group had filed a consolidated or
combined Tax Return for such members based on the income,
apportionment factors, and other items of such members as reported
(or, if applicable, as previously adjusted) (the "Packaging Group
Prior State Tax Liability").
If the Packaging Group Prior State Tax Liability exceeds the Packaging
Group Recomputed State Tax Liability, Tenneco shall be liable to
Packaging Company for such excess. For purposes of this paragraph, (i) if
the Packaging Group has a net operating loss after taking into account
the adjustments allowable to such Group, the Packaging Group Recomputed
State Tax Liability shall be less than zero to the extent such net
operating loss produces a Tax Benefit for purposes of the applicable
Consolidated or Combined State Income Tax and (ii) the determination and
payment of estimated Taxes (including the determination and payment of
any Tax required to be paid with a request for an extension of time to
file a Tax Return) shall not be treated as an adjustment to the related
Consolidated or Combined State Income Tax.
(ii) Separate Company Taxes. In the case of any adjustment to the amount
of a Separate Company Tax Liability, Packaging Company shall be liable
for such Tax imposed on members of the Packaging Group, and Tenneco shall
be liable for such Tax imposed on members of the Tenneco Group.
2.04 Allocation of Other Taxes.
(a) General. Except as provided in Section 2.04 (b) and (c) and
Section 2.05, all Taxes other than those specifically allocated pursuant to
Sections 2.02 and 2.03 shall be allocated based on the legal entity on which the
legal incidence of the Tax is imposed (provided, however, that in the event the
legal entity on which the legal incidence of the tax is imposed is a member of a
group including members of both the Packaging Group and Tenneco Group, the tax
shall be allocated between the Tenneco Group and Packaging Group based on each
Group's respective share of the taxable income giving rise to such Tax. As
between the parties to this Agreement, Packaging Company shall be liable for all
Taxes imposed on any member of the Packaging Group. The Companies believe that
there is no Tax not specifically allocated pursuant to Sections 2.02 and 2.03
which is legally imposed on more than one legal entity (e.g., joint and several
liability); however, if there is any such Tax, it shall be allocated in
accordance with past practices as reasonably determined by the affected
Companies, or in the absence of such practices, in accordance with any
allocation method agreed upon by the affected Companies.
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(b) German Restructuring. Notwithstanding anything to the contrary
in this Agreement, with respect to the Corporate Restructuring Transactions
involving the restructuring of the German entities (i.e., the members of the
Tenneco Affiliated Group organized under the laws of Germany) (the "German
Restructuring Transactions"), the parties agree as follows:
(i) Packaging Company shall be liable for any and all
Transfer Taxes incurred as a result of the German
Restructuring Transactions.
(ii) Tenneco Deutschland Holdinggesellschaft mBH's ("Tenneco
Deutschland") German Tax losses shall be utilized to the
fullest extent permitted under German Tax Law to offset
income realized in connection with the German Restructuring
Transactions and Packaging Company shall have no obligation
to reimburse or otherwise compensate Tenneco for the use of
such Tax losses; provided, however, that (X) in the event
the German Tax Authority makes a final determination that
the income realized in connection with the German
Restructuring Transactions is greater than the amount
reported on the Tax Return as originally filed, Packaging
Company shall pay to Tenneco Deutschland an amount equal to
the additional German Tax loss used to offset Tenneco
Deutschland's in creased income multiplied by the applicable
German Tax rate, and (Y) in the event the German Tax
Authority makes a final determination that the income
realized in connection with the German Restructuring
Transactions is less than the amount reported on the Tax
Return as originally filed, Tenneco Deutschland shall pay to
Packaging Company an amount equal to the German Tax loss
restored as a result of such determination multiplied by the
applicable German Tax rate.
(iii) In the event any member of the Packaging Group is
required to make profit and absorption payments to Tenneco
Deutschland after the Distribution Date, such payments shall
be promptly repaid to Tenneco Packaging Deutschland Holding
Gesellschaft mBH as an adjustment to purchase price with
respect to Tenneco Deutschland's sale of such member to
Tenneco Packaging Deutschland Holding Gesellschaft mBH
pursuant to the German Restructuring Transactions.
(iv) In the event the German Tax Authority disallows Tenneco
Deutschland's Organschaft status for any reason whatsoever,
Tenneco Deutschland shall pay to Packaging Company the Tax
Benefit realized by Tenneco Deutschland by reason of
claiming input credits arising out of deemed dividend
payments made by members of the Packaging Group.
(c) United Kingdom Restructuring. Notwithstanding anything to the
contrary in this Agreement, with respect to the Corporate Restructuring
Transactions involving the restructuring of the United Kingdom entities (i.e.,
the members of the Tenneco Affiliated Group organized
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under the laws of United Kingdom) (the "UK Restructuring Transactions"), the
Companies agree as follows:
(i) Packaging Company shall be liable for any and all
Transfer Taxes (including, without limitation, any
stamp duty) incurred as a result of the UK
Restructuring Transactions.
(ii) Each Group shall be entitled to cause any of its
members to surrender such member's Tax losses for
group relief or consortium relief (or other amounts
eligible for group or consortium relief) to another
member of such Group; provided, however, that if the
Tax losses of a Group cannot be utilized by the
members of such Group, the Tax losses shall be
surrendered for group relief or consortium relief to
the members of the other Group, as designated in
writing by the parent company of such other Group
(and such other Group shall have no obligation to
reimburse or otherwise compensate the surrendering
Group for its losses).
2.05 Transaction and Other Taxes.
(a) General. Except as otherwise provided in this Section 2.05,
any and all liability for Taxes resulting from the Transactions shall be
allocated as follows:
(i) Any sales and use, gross receipts or other Transfer
Taxes imposed on the transfers occurring pursuant to the Transactions (together
with any Tax resulting from any income or gain recognized under Treasury
Regulation Sections 1.1502-13 or 1.1502-19 (or any other corresponding
provisions of other applicable Tax Laws) as a result of the Transactions) shall
be allocated to the legal entity on which the legal incidence of the Tax is
imposed. As between the parties to this Agreement, Packaging Company shall be
liable for all Taxes imposed on any member of the Packaging Group and Tenneco
shall be liable for all Taxes imposed on any member of the Tenneco Group.
(ii) Any Tax liability resulting from any income or gain
recognized as a result of any of the transactions contemplated by the
Distribution Agreement failing to qualify for tax-free treatment under Code
Sections 332, 351, 355, 361 or other provisions of the Code (as contemplated by
the Ruling Request) or corresponding provisions of other applicable Tax Laws,
shall be allocated fifty percent (50%) to Tenneco and fifty percent (50%) to
Packaging Company.
(b) Indemnity for Inconsistent Acts. Tenneco or Packaging Company,
as the case may be, shall be liable for, and shall indemnify and hold harmless
the members of the other Group from and against any liability for, any
Restructuring Tax to the extent arising from any breach by such party of its
representations or covenants under Section 11.
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(c) Indemnity for Liability Under Code Section 355(e).
Notwithstanding anything to the contrary in this Section 2.05, any Tax liability
incurred by Tenneco under Code Section 355(e) (or any corresponding provision of
other applicable Tax Laws) by reason of the acquisition by one or more persons
of a "50-percent or greater interest" (as such term is defined in Code Section
355(d)(4)) in Tenneco or Packaging Company (a "50% Ownership Shift") shall be
allocated to that entity (i.e., Tenneco or Packaging Company) with respect to
which such Ownership Shift has occurred.
2.06 Liability Under 1996 Spin-Off Tax Sharing Agreement.
(a) With respect to any Tax liability imposed on or incurred by
Tenneco (or any Tax Benefit owing to Tenneco) under the Tax Sharing Agreement
dated as of December 11, 1996, as amended, by and among Tenneco, Newport News
Shipbuilding Inc., El Paso Natural Gas Company, and El Paso Tennessee Pipeline
Co. ("Old Tenneco") (the "1996 Spin-Off Tax Sharing Agreement), Packaging
Company shall be liable for, and shall indemnify and hold the Tenneco Group
harmless from, any and all such Tax liabilities (and Packaging Company shall be
entitled to any and all such Tax Benefits) except to the extent such Tax
liability (or such Tax Benefit) would be treated as allocable to the Tenneco
Group under the terms of Sections 2.01 through 2.04 hereof, in which case the
Tenneco Group shall be liable for such Tax liability and shall be entitled to
such Tax Benefit. Any amount owed by Packaging Company under this Section 2.06
shall be paid by Packaging Company to Tenneco within 30 days from the date of
written notice and demand from Tenneco evidencing the payment of such amount by
Tenneco in accordance with the terms of the 1996 Spin-Off Tax Sharing
Agreement. Any amount due to Packaging Company under this Section 2.06 shall be
paid to Packaging Company by Tenneco within 30 days from the date of receipt of
such amount by Tenneco in accordance with the terms of the 1996 Spin-Off Tax
Sharing Agreement.
(b) The Companies agree that in the case of any dispute or
controversy under the 1996 Spin-Off Tax Sharing Agreement, (i) each Company
shall control the portion of such dispute or controversy that directly and
exclusively relates to a Tax liability or Tax Benefit borne by such Company
under the terms hereof, and (ii) to the extent any issue involved in, or aspect
of, such dispute or controversy does not directly and exclusively relate to the
Tax liability or Tax Benefits of one Company under the terms hereof, the
Companies shall jointly control and otherwise handle such issue or matter in
accordance with the rules for defense or prosecution of Joint Adjustments in
Section 9.02(b) hereof. In furtherance of the foregoing, Tenneco shall, upon
Packaging Company's request, execute such powers of attorney or other
documentation as reasonably determined by Packaging Company to be necessary or
appropriate to permit Packaging Company to fully exercise its rights under this
Section 2.06(b). Each of Tenneco and Packaging Company agree that, with respect
to any issue which involves or could involve the other Company's liability (or
entitlement to payment) under the 1996 Spin-Off Tax Sharing Agreement pursuant
to this Section 2.06, it shall not have the right to settle such issue without
the prior written consent of such other Company.
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SECTION 3. PRORATION OF TAXES FOR STRADDLE PERIODS.
3.01 General Method of Proration. In the case of any Straddle
Period, Tax Items shall be apportioned between Pre-Distribution Periods and
Post-Distribution Periods in accordance with the principles of Treasury
Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the
Companies. No election shall be made under Treasury Regulation Section
1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). If the
Distribution Date is not an Accounting Cutoff Date, the principles of Treasury
Regulation Section 1.1502-76 (b)(2)(iii) will be applied to ratably allocate the
items (other than extraordinary items described in Treasury Regulation Section
1.1502-76(b)(2)(ii)(C)) for the month which includes the Distribution Date.
3.02 Transaction Treated as Extraordinary Item. In determining the
apportionment of Tax Items between Pre-Distribution Periods and
Post-Distribution Periods, any Tax Items relating to the Transactions shall be
treated as an extraordinary item described in Treasury Regulation Section
1.1502-76(b)(2)(ii)(C) and shall be allocated to Pre-Distribution Periods, and
any Taxes related to such items shall be treated under Treasury Regulation
Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall be
allocated to Pre-Distribution Periods.
SECTION 4. PREPARATION AND FILING OF TAX RETURNS.
4.01 General. Except as otherwise provided in this Section 4, Tax
Returns shall be prepared and filed when due (including extensions) by the
person obligated to file such Tax Returns under the Code or applicable Tax Law.
The Companies shall provide, and shall cause their Affiliates to provide,
assistance and cooperate with one another in accordance with Section 7 with
respect to the preparation and filing of Tax Returns, including providing
information required to be provided in Section 7.
4.02 Packaging Company's Responsibility. Packaging Company has the
exclusive obligation and right to prepare and file, or to cause to be prepared
and filed:
(a) Tenneco Federal Consolidated Returns for Tax Periods ending on
or before December 31, 1999.
(b) The U.S. federal Income Tax return for the affiliated group
(as that term is defined in Code Section 1504) of which Tenneco International
Holding Corp. is the common parent for Tax Periods ending on or before December
31, 1999.
(c) Tax Returns for Separate Company State Income Taxes or
Consolidated or Combined State Income Taxes which the Companies reasonably
determine, in accordance with Tenneco's past practices, are required to be filed
by the Companies or any of their Affiliates for
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Tax Periods ending on or before December 31, 1999 (including without limitation,
the filing of amended Tax Returns to take into account Federal Income Tax
adjustments or Carryback Items).
(d) Tax Returns that are required to be filed by the members of
the Packaging Group.
Nothing in this Section 4.02 shall impose on Packaging Company any liability for
any failure to file any Tax Return, or for failure to file any Tax Return when
due, with respect to any Pre-Distribution Period if the due date for such return
(including extensions) was prior to the Distribution Date.
4.03 Tenneco Responsibility. Tenneco shall prepare and file, or
shall cause to be prepared and filed, Tax Returns required to be filed by or
with respect to members of the Tenneco Group other than those Tax Returns which
Packaging Company is required to prepare and file under Section 4.02. The Tax
Returns required to be prepared and filed by Tenneco under this Section 4.03
shall include (a) the Tenneco Federal Consolidated Return for Tax Periods ending
after December 31, 1999, (b) the U.S. Federal Income Tax return for the
affiliated group (as that term is defined in Code Section 1504) of which Tenneco
International Holding Corp. is the common parent for Tax Periods ending after
December 31, 1999, and (c) Tax Returns for Consolidated or Combined State Income
Taxes which the Companies reasonably determine, in accordance with Tenneco's
past practices, are required to be filed by the Companies or any of their
Affiliates for Tax Periods ending after December 31, 1999.
4.04 Tax Accounting Practices.
(a) General Rule. Except as otherwise provided in this Section
4.04, any Tax Return for any Pre-Distribution Period or any Straddle Period, and
any Tax Return for any Post-Distribution Period to the extent items reported on
such Tax Return might reasonably affect items reported on any Tax Return for any
Pre-Distribution Period or any Straddle Period, shall be prepared in accordance
with past Tax accounting practices used with respect to the Tax Returns in
question (unless such past practices are no longer permissible under the Code or
other applicable Tax Law), and to the extent any items are not covered by past
practices (or in the event such past practices are no longer permissible under
the Code or other applicable Tax Law), in accordance with reasonable Tax
accounting practices selected by the Responsible Company.
(b) Reporting of Transaction Tax Items. The tax treatment reported
on any Tax Return of Tax Items relating to the Transactions shall be consistent
with the treatment of such item in the IRS Ruling Letter. To the extent there is
a Tax Item relating to the Transactions which is not covered by the IRS Ruling
Letter, the Companies shall agree on the tax treatment of any such Tax Item
reported on any Tax Return. For this purpose, the tax treatment of such Tax
Items on a Tax Return by the Responsible Company with respect to such Tax Return
shall be agreed to by the other Company unless either (i) there is no reasonable
basis for such tax treatment, or (ii) such tax treatment is inconsistent with
the tax treatment contemplated in the
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Ruling Request. Such Tax Return shall be submitted for review pursuant to
Section 4.06(a), and any dispute regarding such proper tax treatment shall be
referred for resolution pursuant to Section 15, sufficiently in advance of the
filing date of such Tax Return (including extensions) to permit timely filing of
the return.
4.05 Consolidated or Combined Returns. The Companies will elect and join,
and will cause their respective Affiliates to elect and join, in filing
consolidated, unitary, combined, or other similar joint Tax Returns, to the
extent each entity is eligible to join in such Tax Returns, if the Companies
reasonably determine that the filing of such Tax Returns is consistent with past
reporting practices, or in the absence of applicable past practices, will result
in the minimization of the net present value of the aggregate Tax to the
entities eligible to join in such Tax Returns.
4.06 Right to Review Tax Returns.
(a) General. The Responsible Company with respect to any Tax
Return shall make such Tax Return and related workpapers available for review by
the other Company, if requested, to the extent (i) such Tax Return relates to
Taxes for which the requesting party may be liable, (ii) such Tax Return relates
to Taxes for which the requesting party may be liable in whole or in part for
any additional Taxes owing as a result of adjustments to the amount of Taxes
reported on such Tax Return, (iii) such Tax Return relates to Taxes for which
the requesting party may have a claim for Tax Benefits under this Agreement, or
(iv) the requesting party reasonably determines that it must inspect such Tax
Return to confirm compliance with the terms of this Agreement. The Responsible
Company shall use its reasonable best efforts to make such Tax Return available
for review as required under this paragraph sufficiently in advance of the due
date for filing such Tax Returns to provide the requesting party with a
meaningful opportunity to analyze and comment on such Tax Returns and have such
Tax Returns modified before filing, taking into account the party responsible
for payment of the tax (if any) reported on such Tax Return and the materiality
of the amount of Tax liability with respect to such Tax Return. The Companies
shall attempt in good faith to resolve any issues arising out of the review of
such Tax Returns.
(b) Execution of Returns Prepared by Other Party. In the case of
any Tax Return which is required to be prepared and filed by one Company under
this Agreement and which is required by law to be signed by the other Company
(or by its authorized representative), the Company which is legally required to
sign such Tax Return shall not be required to sign such Tax Return under this
Agreement if there is no reasonable basis for the tax treatment of any material
items reported on the Tax Return.
4.07 Claims for Refund, Carrybacks, and Self-Audit Adjustments
("Adjustment Requests").
(a) Consent Required for Adjustment Requests Related to
Consolidated or Combined Income Taxes. Neither Company shall be entitled to file
an Adjustment Request with respect to any Consolidated or Combined Income Tax
for a Pre-Distribution Period without the
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consent in writing of the other Company (which consent shall not be unreasonably
withheld or delayed). Any Adjustment Request which the Companies consent to make
under this Section 4.07 shall be prepared and filed by the Responsible Company
under Section 4.02 for the Tax Return to be adjusted. The Company requesting the
Adjustment Request (if not the Responsible Company) shall provide to the
Responsible Company all information required for the preparation and filing of
such Adjustment Request in such form and detail as reasonably requested by the
Responsible Filing Company.
(b) Other Adjustment Requests Permitted. Nothing in this Section
4.07 shall prevent any Company or its Affiliates from filing any Adjustment
Request with respect to Income Taxes which are not Consolidated or Combined
Income Taxes or with respect to any Taxes other than Income Taxes. Any refund or
credit obtained as a result of any such Adjustment Request (or otherwise) shall
be for the account of the person liable for the Tax under this Agreement.
(c) Ordering of and Payment for Carrybacks.
(i) In the event that a member of the Packaging Group, on
the one hand, and a member of the Tenneco Group, on the other hand, are each
entitled to carryback a Tax Item to a Pre-Distribution Period, the respective
Tax Items shall be utilized under the rules of applicable Tax Law (which shall
be, in the case of Carrybacks to such Tax Periods of the affiliated group of
which Tenneco is the common parent, the rules contained in Treasury Regulation
Section 1.1502-21T).
(ii) Any Tax refund or other Tax Benefit resulting from the
Carryback of any member of one Group (the "Carryback Group") of any Tax Item
arising after the Distribution Date to a Pre-Distribution Period shall be for
the account of the Carryback Group (and in the event the Packaging Group is the
Carryback Group, Tenneco shall promptly pay to Packaging Company the amount of
such Tax refund or other Tax Benefit); provided, however, that if at the time of
the utilization of the Carryback Items of a member of the Carryback Group, a
member of the other Group (the "Other Group") possesses Carryback Tax Items
which, but for the ordering rule set forth in Section 4.07(c)(i), would have
been available to be utilized (the "Available Other Group Carryback") in lieu of
the Carryback Group's Tax Items, then (but only to the extent of the Available
Other Group Carryback) the Carryback Group shall not be entitled to payment of
the amount of such Tax refund or Tax Benefit until the earlier of (X) the date
on which a member of the Other Group claims the Available Other Group Carryback
on a Tax Return or (Y) the date on which a member of the Carryback Group would
have been able to utilize the Carryback had it not been claimed with respect to
the Pre-Distribution Period Tax Return.
(iii) In the event the Carryback of Tax Items of a member of
the Packaging Group, or the Tenneco Group, as the case may be, does not result
in a Tax refund, due to an offsetting Tax adjustment to a member of the Other
Group, then the Other Group shall promptly pay the amount of any decrease in Tax
liability resulting from the Carryback claim, provided,
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however, that in the event the Other Group possesses Carryback Items which, but
for the ordering rules of Section 4.07(c)(i) would have been available to be
utilized in lieu of the Carryback Group's Tax Items, then (but only to the
extent of the Available Other Group Carryback), the Other Group shall not be
required to pay the amount of such decrease in Tax liability to the Carryback
Group until the earlier of (X) the date on which a member of the Other Group
claims the Available Other Group Carryback on a Tax Return or (Y) the date on
which a member of the Carryback Group would have been able to utilize the
Carryback had it not been claimed with respect to the Pre-Distribution Period
Tax Return.
(d) Payment of Refunds. Except as otherwise provided in Section
4.07(c), any refunds or other Tax Benefits received by any Company (or any of
its Affiliates) as a result of any Adjustment Request which are for the account
of another Company (or member of such other Company's Group) shall be paid by
the Company receiving (or whose Affiliate received) such refund or Tax Benefit
to such other Company in accordance with Section 6.
SECTION 5. TAX PAYMENTS AND INTERCOMPANY BILLINGS.
5.01 Payment of Taxes With Respect to Post-Distribution Tenneco
Federal Consolidated Returns. In the case of the Tenneco Federal Consolidated
Tax Return for the 1999 Tax Period:
(a) Computation and Payment of Tax Due. At least three
business days prior to the Payment Date with respect to the Tenneco Federal
Consolidated Tax Return for the 1999 Tax Period, Packaging Company shall compute
the amount of Tax required to be paid to the Internal Revenue Service (taking
into account the requirements of Section 4.04 relating to consistent accounting
practices) with respect to such Tax Return, and Packaging Company shall notify
Tenneco in writing of the amount of Tax required to be paid on such Payment
Date. Tenneco will pay such amount to the Internal Revenue Service on or before
such Payment Date.
(b) Computation and Payment of Packaging Company Liability
With Respect to Tax Due.
(i) Within 30 days of the determination date under
Section 2.01(a)(vi) with respect to the Tenneco Federal Consolidated Tax Return
for the 1999 Tax Period, Packaging Company shall pay to Tenneco an amount equal
to the True-Up Amount, if positive, as determined under Section 2.02(a)(vii).
In the event the Packaging Group's True-Up Amount, as determined under Section
2.02(a)(vii) is negative, Tenneco shall pay such amount to Packaging Company
within 30 days of the Payment Date with respect to the Tenneco Federal
Consolidated Return for the 1999 Tax Period.
(ii) In the event of a redetermination of the
Benchmark 1997 Loss Allocation Carryforward or Benchmark 1998 Loss Allocation
Carryforward pursuant to Section 2.02(a)(iii), Packaging Company shall pay to
Tenneco, or Tenneco shall pay to Packaging
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Company, the amount, if any, required to be paid pursuant to the last sentence
of Section 2.02(a)(iii), which payment shall be due within 30 days of such
redetermination.
(b) Interest on Intergroup Tax Allocation Payments. In the case of
any payments to Tenneco required under paragraph (b) of this subsection 5.01,
Packaging Company shall also pay to Tenneco an amount of interest computed at
the Prime Rate on the amount of the payment required based on the number of days
from the applicable Payment Date to the date of payment. In the case of any
payments by Tenneco required under paragraph (b) of this subsection 5.01,
Tenneco shall also pay to Packaging Company an amount of interest computed at
the Prime Rate on the amount of the payment required based on the number of days
from the date of receipt of the Tax Benefit to the date of payment of such
amount to Packaging Company.
5.02 Payment of Federal Income Tax Related to Adjustments.
(a) Adjustments Resulting in Underpayments. Tenneco shall pay to
the Internal Revenue Service when due any additional Federal Income Tax required
to be paid as a result of any adjustment to the Tax liability with respect to
any Tenneco Federal Consolidated Return for any Pre-Distribution Period. The
Responsible Company shall compute the amount attributable to the Packaging Group
in accordance with Section 2.02(b) and Packaging Company shall pay to Tenneco
any amount due Tenneco under Section 2.02(b) within 30 days from the later of
(i) the date the additional Tax was paid by Tenneco or (ii) the date of receipt
by Packaging Company of a written notice and demand from Tenneco for payment of
the amount due, accompanied by evidence of payment and a statement detailing the
Taxes paid and describing in reasonable detail the particulars relating thereto.
Any amount due to Packaging Company under Section 2.02(b) shall be paid by
Tenneco to Packaging Company within 30 days from the date the additional Tax was
paid by Tenneco to the Internal Revenue Service. Any payments required under
this Section 5.02(a) shall include interest computed at the Prime Rate based on
the number of days from the date the additional Tax was paid by Tenneco to the
date of the payment under this Section 5.02(a).
(b) Adjustments Resulting in Overpayments. Within 30 days of
receipt by Tenneco of any Tax Benefit resulting from any adjustment to the
Consolidated Tax Liability with respect to any Tenneco Federal Consolidated
Return for any Pre-Distribution Period, Tenneco shall pay to Packaging Company
or Packaging Company shall pay to Tenneco (as the case may be), respective
amounts due from or to Tenneco as determined by the Responsible Company in
accordance with Section 2.02(b). Any payments required under this Section
5.02(b) shall include interest computed at the Prime Rate based on the number of
days from the date the Tax Benefit was received by Tenneco to the date of
payment to under this Section 5.02(b).
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5.03 Payment of State Income Tax With Respect to Post-Distribution
State Income Tax Returns.
(a) Computation and Payment of Tax Due. At least three business
days prior to any Payment Date for any Tax Return with respect to any State
Income Tax (except for post-Distribution estimated Tax payments which shall be
governed by Section 2.03(a)(iii)), the Responsible Company shall compute the
amount of Tax required to be paid to the applicable Tax Authority (taking into
account the requirements of Section 4.04 relating to consistent accounting
practices) with respect to such Tax Return on such Payment Date and--
(i) If such Tax Return is with respect to a Consolidated or
Combined State Income Tax, the Responsible Company shall, if Tenneco is
not the Responsible Company with respect to such Tax Return, notify
Tenneco in writing of the amount of Tax required to be paid on such
Payment Date. Tenneco will pay such amount to such Tax Authority on or
before such Payment Date.
(ii) If such Tax Return is with respect to a Separate Company Tax,
the Responsible Company shall, if it is not the Company liable for the
Tax reported on such Tax Return, notify the Company liable for such Tax
in writing of the amount of Tax required to be paid on such Payment Date.
The Company liable for such Tax will pay such amount to such Tax
Authority on or before such Payment Date.
(b) Computation and Payment of Packaging Company Liability. With
respect to the Consolidated or Combined State Income Tax Returns (excluding any
Tax Return with respect to payment of estimated Taxes or Taxes due with a
request for extension of time to file), within 120 days of the due date
(including extensions) for filing of the Consolidated or Combined Tax Return
with the latest due date for filing of all such Consolidated or Combined Tax
Returns, Packaging Company shall pay to Tenneco the Tax liability allocable to
the Packaging Group, or Tenneco shall pay to Packaging Company amounts owing to
Packaging Company, as the case may be, as determined by the Responsible Company
under the provisions of Section 2.03(a), plus interest computed at the Prime
Rate on the amount of the payment based on the number of days from such latest
due date (including extensions) to the date of payment.
5.04 Payment of State Income Taxes Related to Consolidated or
Combined State Income Tax Adjustments.
(a) Adjustments Resulting in Underpayments. Tenneco shall pay to
the applicable Tax Authority when due any additional State Income Tax required
to be paid as a result of any adjustment to the Tax liability with respect to
any Tax Return for any Consolidated or Combined State Income Tax for any
Pre-Distribution Period. Packaging Company shall pay to Tenneco its share of any
such additional Tax payment determined by the Responsible Company in accordance
with Section 2.03(b) within 120 days from the later of (i) the date the
additional Tax was paid by Tenneco or (ii) the date of receipt by Packaging
Company of a written notice and demand from Tenneco for payment of the amount
due, accompanied by evidence of payment and a statement detailing the Taxes paid
and describing in reasonable detail the particulars relating thereto. Packaging
Company shall also pay to Tenneco interest on its share of such additional
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Tax computed at the Prime Rate based on the number of days from the date the
additional Tax was paid by Tenneco to the date of payment to Tenneco under this
Section 5.04(a). Any amount due to Packaging Company under Section 2.03(b) shall
be paid within 30 days from the date the additional Tax was paid by Tenneco to
the applicable Tax Authority (including interest computed at the Prime Rate
based on the number of days from the date the additional Tax was paid by Tenneco
to the date of payment to Packaging Company).
(b) Adjustments Resulting in Overpayments. In the case of any Tax
Benefits resulting from any adjustment to any Tax Return for any Consolidated or
Combined State Income Tax for any Pre-Distribution Period, Tenneco shall pay to
Packaging Company or Packaging Company shall pay to Tenneco (as the case may be)
respective amounts due from or to Tenneco as determined in accordance with
Section 2.03(b). Any payments owing to Packag ing Company under this Section
5.04(b) shall be made within 60 days of the earlier of (i) the date of receipt
of the Tax Benefit by Tenneco or (ii) receipt by Tenneco of a written notice and
demand from Packaging Company evidencing the filing of the applicable
Consolidated or Combined Income Tax Return containing the relevant adjustments
and detailing the extent to which the resulting Tax Benefit is attributable to
Packaging Company. Any payments owing to Tenneco under this Section 5.04(b)
shall be made within 30 days of Tenneco's receipt of any Tax Benefit resulting
from the adjustment to the applicable Consolidated or Combined State Income Tax
Return. Any payments required under this Section 5.04(b) shall include interest
computed at the Prime Rate based on the number of days from the date the Tax
Benefit was received by Tenneco to the date of payment to Packaging Company
under this Section 5.04(b).
5.05 Payment of Separate Company Taxes. Each Company shall pay, or
shall cause to be paid, to the applicable Tax Authority when due all Separate
Company Taxes owed by such Company or a member of such Company's Group.
5.06 Indemnification Payments. If any Company (the "payor") is
required to pay to a Tax Authority a Tax that another Company (the "responsible
party") is liable for under this Agreement, the responsible party shall
reimburse the payor within 30 days of delivery by the payor to the responsible
party of an invoice for the amount due, accompanied by evidence of payment and a
statement detailing the Taxes paid and describing in reasonable detail the
particulars relating thereto. The reimbursement shall include interest on the
Tax payment computed at the Prime Rate based on the number of days from the date
of the payment to the Tax Authority to the date of reimbursement under this
Section 5.06.
SECTION 6. TAX BENEFITS.
6.01 General Rule.
(a) If a member of one Group receives a Tax refund with respect to
Taxes for which a member of the other Group is liable hereunder, the Company
receiving such Tax refund shall make a payment to the Company who is liable for
such Taxes hereunder within 30 days
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following receipt of the Tax refund in an amount equal to such Tax refund, plus
interest on such amount computed at the Prime Rate based on the number of days
from the date of receipt of the Tax refund to the date of payment under this
Section 6.01.
(b) In the event one Group is reimbursed for its payment of a Tax
liability of the other Group, the amount of such reimbursement shall be computed
net of any Tax Benefit realized by the reimbursed Group as the result of payment
of the other Group's Tax liability.
6.02 Adjustment of Tax Attributes. In the event that the Carryback
of Tax Items of one Group, or a Tax adjustment attributable to such Group under
the terms of this Agreement, results in the disallowance or limitation of Tax
attributes (including Tax credits, deductions and similar items) claimed on the
Tax Return as filed, the Carryback Group shall be responsible for any increase
in Tax liability resulting from the disallowance or limitation of such Tax
attributes; provided, however, that in the event the disallowance or limitation
of Tax attributes results in a Tax Benefit resulting from the use of such Tax
attributes in another Tax Period, such Tax Benefit shall be deemed to be for the
account of the Carryback Group for purposes of this Agreement.
6.03 Correlative Adjustments. If, upon examination by any Tax
Authority of any Tax Return including a member of the Tenneco Group or Packaging
Group for any Tax Period, an item of deduction, credit or expense is disallowed
for which Tenneco is or may be liable for Taxes hereunder (or an item of income
is required to be recognized on a Tax Return which was not reported on such Tax
Return), in either such case resulting in a tax detriment suffered by the
Tenneco Group, and such disallowance (or recognition) results in a Tax Benefit
to the Packaging Group (with respect to that Tax Period or another Tax Period),
then Packaging shall pay to Tenneco the amount of such Tax Benefit (but in no
case to exceed the corresponding tax detriment). Any payment required to be made
hereunder shall be made when such Tax Benefit is realized in the form of an
actual reduction in Tax (which shall be computed by comparing the Tax which
would have been owed by Packaging but for the item giving rise to the Tax
Benefit with the Tax owed by Packaging taking such item into account). The
provisions of this Section 6.03 shall apply mutatis mutandis where an item of
deduction, credit or expense is disallowed for which Packaging is or may be
liable for Taxes hereunder (or an item of income is required to be recognized on
a Tax Return which was not reported on such Tax Return), as they apply where the
Tenneco Group suffers such a tax detriment. For avoidance of doubt, any payment
required to be made by Tenneco to the Packaging Group under this Section 6.03
shall, to the extent applicable, be deemed as an offset to amounts owing by
Packaging to Tenneco under Section 2.02 hereof.
SECTION 7. ASSISTANCE AND COOPERATION.
7.01 General. After the Distribution Date, each of the Companies
shall cooperate (and cause their respective Affiliates to cooperate) with each
other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to the Companies and their
Affiliates including (i) preparation and filing of Tax Returns, (ii)
determining the liability for and amount of any Taxes due (including estimated
Taxes) or the right to and
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amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any
administrative or judicial proceeding in respect of Taxes assessed or proposed
to be assessed. Such cooperation shall include making all information and
documents in their possession relating to the other Companies and their
Affiliates available to such other Companies as provided in Section 8. Each of
the Companies shall also make available to each other, as reasonably requested
and available, personnel (including officers, directors, employees and agents of
the Companies or their respective Affiliates) responsible for preparing,
maintaining, and interpreting information and documents relevant to Taxes, and
personnel reasonably required as witnesses or for purposes of providing
information or documents in connection with any administrative or judicial
proceedings relating to Taxes. Any information or documents provided under this
Section 7 shall be kept confidential by the Company receiving the information or
documents, except as may otherwise be necessary in connection with the filing of
Tax Returns or in connection with any administrative or judicial proceedings
relating to Taxes.
7.02 Income Tax Return Information. Each Company will provide to
the other Company information and documents relating to their respective Groups
required by the other Company to prepare Tax Returns. The Responsible Company
shall determine a reasonable compliance schedule for such purpose in accordance
with Tenneco's past practices. Any additional information or documents the
Responsible Company requires to prepare such Tax Returns will be provided in
accordance with past practices, if any, or as the Responsible Company reasonably
requests and in sufficient time for the Responsible Company to file such Tax
Returns timely.
SECTION 8. TAX RECORDS.
8.01 Retention of Tax Records. Except as provided in Section 8.02,
each Company shall preserve and keep all Tax Records exclusively relating to the
assets and activities of its Group for Pre-Distribution Tax Periods, and Tenneco
shall preserve and keep all other Tax Records relating to Taxes of the Groups
for Pre-Distribution Tax Periods, for so long as the contents thereof may become
material in the administration of any matter under the Code or other applicable
Tax Law, but in any event until the later of (i) the expiration of any
applicable statutes of limitation, and (ii) seven years after the Distribution
Date. If, prior to the expiration of the applicable statute of limitation and
such seven-year period, a Company reasonably deter mines that any Tax Records
which it is required to preserve and keep under this Section 8 are no longer
material in the administration of any matter under the Code or other applicable
Tax Law, such Company may dispose of such records upon 90 days prior notice to
the other Company. Such notice shall include a list of the records to be
disposed of describing in reasonable detail each file, book, or other record
accumulation being disposed. The notified Company shall have the opportunity, at
its cost and expense, to copy or remove, within such 90-day period, all or any
part of such Tax Records.
8.02 State Income Tax Returns. Tax Returns with respect to State
Income Taxes and workpapers prepared in connection with preparing such Tax
Returns shall be preserved and kept,
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in accordance with the guidelines of Section 8.01, by the Company responsible
for preparing and filing the applicable Tax Return.
8.03 Access to Tax Records. The Companies and their respective
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.
SECTION 9. TAX CONTESTS.
9.01 Notice. Each of the parties shall provide prompt notice to
the other party of any pending or threatened Tax audit, assessment or proceeding
or other Tax Contest of which it becomes aware related to Taxes for Tax Periods
for which it is indemnified by the other party hereunder. Such notice shall
contain factual information (to the extent known) describing any asserted Tax
liability in reasonable detail and shall be accompanied by copies of any notice
and other documents received from any Tax Authority in respect of any such
matters. If an indemnified party has knowledge of an asserted Tax liability
with respect to a matter for which it is to be indemnified hereunder and such
party fails to give the indemnifying party prompt notice of such asserted Tax
liability, then (i) if the indemnifying party is precluded from contesting the
asserted Tax liability in any forum as a result of the failure to give prompt
notice, the indemnifying party shall have no obligation to indemnify the
indemnified party for any Taxes arising out of such asserted Tax liability, and
(ii) if the indemnifying party is not precluded from contesting the asserted Tax
liability in any forum, but such failure to give prompt notice results in a
monetary detriment to the indemnifying party, then any amount which the
indemnifying party is otherwise required to pay the indemnified party pursuant
to this Agreement shall be reduced by the amount of such detriment.
9.02 Control of Tax Contests.
(a) Separate Company Taxes. In the case of any Tax Contest with
respect to any Separate Company Tax, the Company having liability for the Tax
shall have exclusive control over the Tax Contest, including exclusive authority
with respect to any settlement of such Tax liability.
(b) Consolidated or Combined Income Taxes. In the case of any Tax
Contest with respect to any Consolidated or Combined Income Tax, (i) Tenneco
shall control the defense or prosecution of the portion of the Tax Contest
directly and exclusively related to any Tenneco Adjustment, including settlement
of any such Tenneco Adjustment, and (ii) Packaging Company shall control the
defense or prosecution of the portion of the Tax Contest directly and
exclusively related to any Packaging Adjustment, including any settlement of any
Packaging Adjustment, and (iii) the two-person committee (the "Tax Contest
Committee"), comprised of one person selected by Packaging Company (as
designated in writing to Tenneco) and one person selected by
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Tenneco (as designated in writing to Packaging Company) shall control the
defense or prosecution of Joint Adjustments and any and all administrative
matters not directly and exclusively related to any Tenneco Adjustment. Each
person serving on the Tax Contest Committee shall continue to serve unless and
until he or she is replaced by the party designating such person. Any and all
matters to be decided by the Tax Contest Committee shall require the unanimous
approval of both persons serving on the committee. In the event the Tax Contest
Committee shall be deadlocked on any matter, the provisions of Section 15 of
this Agreement shall apply. A Company shall not agree to any Tax liability for
which another Company may be liable under this Agreement, or compromise any
claim for any Tax Benefit which another Company may be entitled under this
Agreement, without such other Company's written consent (which consent may be
given or withheld at the sole discretion of the Company from which the consent
would be required).
SECTION 10. EFFECTIVE DATE; TERMINATION OF PRIOR INTERCOMPANY TAX
ALLOCATION AGREEMENTS. This Agreement shall be effective on the Distribution
Date. Immediately prior to the close of business on the Distribution Date
Tenneco shall cause all Prior Intercompany Tax Allocation Agreements to be
terminated with respect to Packaging Company and its Affiliates. Upon such
termination, no further payments by or to Tenneco or by or to Packaging Company,
with respect to such agreements shall be made, and all other rights and
obligations resulting from such agreements between the Companies and their
Affiliates shall cease at such time.
SECTION 11. NO INCONSISTENT ACTIONS. Each of the Companies covenants and
agrees that it will not take any action, and it will cause its Affiliates to
refrain from taking any action, which is inconsistent with the Tax treatment of
the Transactions as contemplated in the Ruling Request (any such action is
referred to in this Section 11 as a "Prohibited Action"), unless such Prohibited
Action is required by law, or the person acting has obtained the prior written
consent of each of the other parties (which consent shall not be unreasonably
withheld). With respect to any Prohibited Action proposed by a Company (the
"Requesting Party"), the other party (the "Requested Party") shall grant its
consent to such Prohibited Action if the Requesting Party obtains a ruling with
respect to the Prohibited Action from the Internal Revenue Service or other
applicable Tax Authority that is reasonably satisfactory to each of the
Requested Party (except that the Requesting Party shall not submit any such
ruling request if a Requested Party deter mines in good faith that filing such
request might have a materially adverse effect upon such Requested Party).
Without limiting the foregoing:
(a) No Inconsistent Plan or Intent. Packaging Company and Tenneco
each represent and warrant that neither it nor any of its Affiliates has any
plan or intent to take any action which is inconsistent with any factual
statements or representations in the Ruling Request. Regardless of any change in
circumstances, Packaging Company and Tenneco each covenant and agree that it
will not take, and it will cause its Affiliates to refrain from taking, any such
inconsistent action on or before the last day of the calendar year ending after
the second anniversary of the Distribution Date, other than as permitted in this
Section 11.
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(b) 355(e) Covenant. Without in any manner limiting paragraph (a)
above, each of Packaging Company and Tenneco covenants and agrees that it will
not enter into any negotiations, agreement or arrangements with respect to
transactions or events (including stock issuances, option grants, capital
contributions or acquisitions, but not including the Transactions), which may
cause the Distribution to be treated as part of a plan pursuant to which one or
more persons acquire directly or indirectly Packaging Company or Tenneco stock,
as the case may be, representing a "50-percent or greater interest" within the
meaning of Section 355(d)(4) of the Code.
(c) Amended or Supplemental Rulings. Each of the Companies
covenants and agrees that it will not file, and it will cause its Affiliates to
refrain from filing, any amendment or supplement to the Ruling Request
subsequent to the Distribution Date without the consent of the other Company,
which consent shall not be unreasonably withheld or delayed.
SECTION 12. SURVIVAL OF OBLIGATIONS. The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.
SECTION 13. EMPLOYEE MATTERS. Each of the Companies agrees to utilize, or
cause its Affiliates to utilize, the alternative procedure set forth in respect
to wage reporting set forth in Revenue Procedure 96-60, 1996-2 C.B. 399, with
respect to wage reporting.
SECTION 14. TREATMENT OF PAYMENTS; TAX GROSS UP.
14.01 Treatment of Tax Indemnity and Tax Benefit Payments. In the
absence of any change in tax treatment under the Code or other applicable Tax
Law,
(a) any Tax indemnity payments made by a Company under Section 5
shall be reported for Tax purposes by the payor and the recipient as
distributions or capital contributions, as appropriate, occurring immediately
before the distribution of all of the outstanding stock of Packaging Company to
Tenneco shareholders on the Distribution Date, and
(b) any Tax Benefit payments made by a Company under Section 6,
shall be reported for Tax purposes by the payor and the recipient as
distributions or capital contributions, as appropriate, occurring immediately
before the distribution of all of the outstanding stock of Packaging Company to
Tenneco shareholders on the Distribution Date.
14.02 Tax Gross Up. If notwithstanding the manner in which Tax
indemnity payments and Tax Benefit payments were reported, there is an
adjustment to the Tax liability of a Company as a result of its receipt of a
payment pursuant to this Agreement, such payment shall be appropriately adjusted
so that the amount of such payment, reduced by the amount of all Income Taxes
payable with respect to the receipt thereof (but taking into account all
correlative Tax Benefits resulting from the payment of such Income Taxes), shall
equal the amount of the
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payment which the Company receiving such payment would otherwise be entitled to
receive pursuant to this Agreement.
14.03 Interest Under This Agreement. Anything herein to the
contrary notwithstanding, to the extent one Company ("indemnitor") makes a
payment of interest to another Company ("indemnitee") under this Agreement with
respect to the period from the date that the indemnitee made a payment of Tax to
a Tax Authority to the date that the indemnitor reimbursed the indemnitee for
such Tax payment, or with respect to the period from the date that the
indemnitor received a Tax Benefit to the date indemnitor paid the Tax Benefit to
the indemnitee, the interest payment shall be treated as interest expense to the
indemnitor (deductible to the extent provided by law) and as interest income by
the indemnitee (includible in income to the extent provided by law). The amount
of the payment shall not be adjusted under Section 14.02 to take into account
any associated Tax Benefit to the indemnitor or increase in Tax to the
indemnitee.
SECTION 15. DISAGREEMENTS. If after good faith negotiations the parties
cannot agree on the application of this Agreement to any matter, then the matter
will be referred to a nationally recognized accounting firm acceptable to each
of the parties (the "Accounting Firm"). The Accounting Firm shall furnish
written notice to the parties of its resolution of any such disagreement as
soon as practical, but in any event no later than 45 days after its acceptance
of the matter for resolution. Any such resolution by the Accounting Firm will be
conclusive and binding on all parties to this Agreement. In accordance with
Section 17, each party shall pay its own fees and expenses (including the fees
and expenses of its representatives) incurred in connection with the referral of
the matter to the Accounting Firm. All fees and expenses of the Accounting Firm
in connection with such referral shall be shared equally by the parties affected
by the matter.
SECTION 16. LATE PAYMENTS. Any amount owed by one party to another party
under this Agreement which is not paid when due shall bear interest at the Prime
Rate plus two percent, compounded semiannually, from the due date of the payment
to the date paid. To the extent interest required to be paid under this Section
16 duplicates interest required to be paid under any other provision of this
Agreement, interest shall be computed at the higher of the interest rate
provided under this Section 16 or the interest rate provided under such other
provision.
SECTION 17. EXPENSES. Except as provided in Section 15, each party and
its Affiliates shall bear their own expenses incurred in connection with
preparation of Tax Returns, Tax Contests, and other matters related to Taxes
under the provisions of this Agreement.
SECTION 18. SPECIAL RULES FOR DETERMINING MEMBERS OF GROUPS. For purposes
of this Agreement, the following special rules shall apply for determining the
members of the Packaging Group:
(a) Former Affiliates of Packaging Group. The Packaging Group
shall be deemed to include any corporation which (1) was a member of the
affiliated group (as defined in Code Section 1504(a), but treating all
corporations as "includable corporations" for purposes of
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such Code Section) of which Tenneco is (or Old Tenneco was) the common parent,
(2) was included in the "packaging," "specialty packaging" or "paperboard
packaging" segments for purposes of segment reporting in Tenneco's (or Old
Tenneco's) Annual Reports on Form 10-K and (3) was sold, transferred, otherwise
disposed of, or discontinued prior to the date hereof. Any entity substantially
all of the assets and liabilities of which have been transferred to a member of
the Packaging Group (e.g., by a statutory merger) shall be treated as a member
of the Packaging Group. For example, Tenneco Packaging Specialty and Consumer
Products Inc., a Delaware corporation, shall, by virtue of its liquidation into
Tenneco Packaging Inc., be treated as a member of the Packaging Group.
Similarly, Tenneco United Kingdom Holdings Limited shall be treated as a member
of the Packaging Group.
SECTION 19. GENERAL PROVISIONS
19.01 Addresses and Notices. Any notice, demand, request or report
required or permitted to be given or made to any party under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class mail or by other commercially reasonable means of
written communication (including delivery by an internationally recognized
courier service or by facsimile transmission) to the party at the party's
address as follows:
If to Tenneco:
--------------
--------------
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With a copy to:
--------------
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If to Packaging Company
--------------
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With a copy to:
--------------
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A party may change the address for receiving notices under this Agreement
by providing written notice of the change of address to the other parties.
19.02 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.
19.03 Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.
19.04 Invalidity of Provisions. If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.
19.05 Further Action. The parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement,
including the execution and delivery to the other parties and their Affiliates
and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other parties in
accordance with Section 9.
19.06 Integration. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements and understandings pertaining thereto. In the
event of any inconsistency between this Agreement and the Distribution Agreement
or any other agreements relating to the transactions contemplated by the
Distribution Agreement, the provisions of this Agreement shall control.
19.07 Construction. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any party.
19.08 No Double Recovery; Subrogation. No provision of this
Agreement shall be construed to provide an indemnity or other recovery for any
Taxes costs, damages, or other amounts (including Tax Benefits) for which the
damaged party has been fully compensated under any other provision of this
Agreement or under any other agreement or action at law or equity. Unless
expressly required in this Agreement, a party shall not be required to exhaust
all remedies available under other agreements or at law or equity before
recovering under the remedies provided in this Agreement. Subject to any
limitations provided in this Agreement (for example, the limitation on filing
claims for refund in Section 4.07), the indemnifying party shall be subrogated
to all rights of the indemnified party for recovery from any third party.
TENNECO DISTRIBUTION AGREEMENT
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19.09 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.
19.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by the respective officers as of the date set forth above.
TENNECO INC.
By:
-----------------------------------
Its:
----------------------------------
--------------------------------------
By:
-----------------------------------
Its:
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TENNECO DISTRIBUTION AGREEMENT
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EXHIBIT I
SHARED AGREEMENTS
Section 1.
1. Corporate Travel Agreement dated as of November 30, 1998 by and between
American Airlines, Inc. and Tenneco Business Services Inc. (travel
incentive).
2. Corporate Supply Agreement dated as of July 1, 1996 by and between Boise
Cascade Office Products Corporation and Tenneco Business Services Inc.
(office supplies).
3. Corporate Supply Agreement dated as of February 1, 1999 by and between
Bowman Distribution Division of Barnes Group, Inc. and Tenneco Business
Services Inc. (fasteners).
4. Corporate Agreement dated as of October 30, 1998 by and between Delta Air
Lines, Inc. (on its own behalf and on behalf of Austrian Airlines, N.V.
Sabena S.A. and Swiss Air Transport Company) and Tenneco Business
Services Inc. (air travel incentive).
5. Global Pricing Agreement dated as of February 4, 1998 by and between
Federal Express Corporation and Tenneco Business Services Inc. (package
delivery).
6. Corporate Account Agreement dated as of October 17, 1998 by and between
The Hertz Corporation and Tenneco Business Services Inc. (vehicle rental).
7. Agreement for Services dated as of May 16, 1996 by and between Kelly
Services, Inc. and Tenneco Business Services Inc. (services/temporary
workers).
8. Supply Agreement dated as of August 31, 1995 by and among Motion
Industries, Inc., Berry Bearing Company, a division of Motion Industries,
Inc. and Tenneco Business Services Inc. (bearings, etc.).
9. Preferred Carrier Agreement dated as 1998 by and between Northwest
Airlines, Inc. and Tenneco Business Services Inc. (travel incentive).
10. Security Services Contract dated as of September 15, 1995 by and between
Per Mar Security and Research Corp. and Tenneco Business Services Inc.
(security services).
11. Travel Services Agreement dated as of September 3, 1996 by and between
Rosenbluth International, Inc. and Tenneco Business Services Inc.
(travel services).
12. Agreement by and between Equilon Enterprises LLC (formerly Texaco
Lubricants Company) and Tenneco Business Services Inc. (industrial
lubricants).
13. UPS Ground, Air and International Incentive Program dated as of April 28,
1997 by and between United Parcel Service, Inc. and Tenneco Business
Services Inc. (carrier/package delivery).
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14. Corporate Supply Agreement dated as of April 1996 by and between Wallace
Computer Services, Inc. and Tenneco Business Services Inc. (business
forms).
15. Agreement by and between WESCO Distribution Inc. and Tenneco Business
Services Inc. (electrical supplies).
16. Copier Outsourcing Agreement and Various Configuration Changes and
Amendments dated as of May 8, 1996 by and between Xerox Business Services,
a division of Xerox Corporation, and Tenneco Business Services Inc.
(copiers).
Section 2.
1. Services Agreement dated as of November 30, 1998 by and between Aaron
Security & Investigation, Inc. and Tenneco Business Services Inc.
(security services).
2. Purchasing Card Agreement dated as of March 18, 1996 by and between
Citibank (South Dakota) N.A. and Tenneco Business Services Inc., including
its parent Tenneco Inc. (purchasing card/credit card).
3. Consultancy Services Agreement dated as of April 1, 1997 by and between
Dames & Moore and Tenneco Business Services Inc. (environmental
services/audits).
4. Central Travel System (CTS) Program Agreement dated as of July 11, 1996 by
and between First Bank of South Dakota (National Association) and Tenneco
Business Services Inc. (credit card/travel and entertainment card).
5. Agreement by and between Fuchs Lubricants Company and Tenneco Business
Services Inc. (lubricants).
6. Agreement by and between G&K and Tenneco Business Services Inc.
(uniforms).
7. Amended and Restated Administrative Service Agreement dated as of April 9,
1999 by and between Hewitt Associates LLC and Tenneco Business Services
Inc. (administrative services).
8. Supplier Management Agreement dated as of April 26, 1996 by and between
Lyons Safety, Inc. and Tenneco Business Services Inc. (safety equipment).
9. Special Customer Arrangement dated as of March 5, 1999 by and between MCI
Telecommunications Corporation and Tenneco Business Services Inc.
(telecommunication services).
10. Relocation Services Agreement dated as of March 15, 1996 by and between
Prudential Residential Services Limited Partnership d/b/a Prudential
Resources Management, Tennessee Gas Pipeline Company and Tenneco Business
Services Inc. (relocation services).
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11. Corporate Visa Card Agreement undated by and between Royal Bank of Canada
and Tenneco Business Services Inc. (credit card/Canadian travel card).
12. Parts Washing and Waste Disposal Services Agreement dated as of 1997 by
and between Safety-Kleen Corp. and Tenneco Business Services Inc. (parts
washing/waste disposal services).
13. Corporate Volume Agreement dated as of September 22, 1998 by and between
United Air Lines, Inc. and Tenneco Business Services Inc. (travel
incentive).
14. Services Contract dated as of September 1, 1995 by and between The
Wackenhut Corporation and Tenneco Business Services Inc. (security
services).
15. Lease dated as of November 19, 1992 by and between Wheels, Inc. and
Tenneco Business Services Inc. (original agreement with Tennessee Gas &
Pipeline, assigned to TBS) (vehicle lease).
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EXHIBIT J
EXCEPTIONS TO RESIGNATIONS OF COMMON DIRECTORS, OFFICERS AND EMPLOYEES
1. Investment Committee of the Tenneco Inc. General Employee Benefit Trust
(existing members may remain as members of the Committee until March 31,
2000).
2. Tenneco Packaging (UK) Limited (Urszula Kitchen to remain as director).
3. Tenneco Rabbi Trust created in 1999 in connection with the spin-off
(existing trustees may remain trustees after the Distribution).
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EXHIBIT K
FORM OF
TRADEMARK TRANSITION LICENSE AGREEMENT
THIS TRADEMARK TRANSITION LICENSE AGREEMENT (this "Trademark Transition
License Agreement") is made and entered into as of ______, 1999, (the "Effective
Date") by and between Tenneco Inc., a Delaware company to be renamed Tenneco
Automotive Inc., a corporation organized and existing under the laws of the
State of Delaware, whose principal place of business is located at 500 North
Field Drive, Lake Forest, IL 60045 ("Licensor"), and Tenneco Packaging Inc. (to
be renamed), a corporation organized under the laws of the State of Delaware,
whose principal place of business is located at 1900 West Field Court, Lake
Forest, IL 60045 ("Licensee").
WHEREAS, Pursuant to the terms of that certain Distribution Agreement
dated _____, 1999, (the "DISTRIBUTION AGREEMENT"), Licensee and Licensor have
agreed to cause this Trademark Transition License Agreement to be entered into
regarding the use of certain trademarks by Licensee.
WHEREAS, Licensor has adopted and is using the name and mark "Tenneco",
alone and in combination with other terms and/or symbols and variations thereof,
in the United States and elsewhere throughout the world and is the owner of the
U.S. Trademark Applications and the U.S. Trademark Registrations, listed on
Exhibit A of this Agreement, from the United States Patent and Trademark Office,
as well as their foreign counterparts, and other foreign trademarks listed on
Exhibit A (hereinafter individually and collectively referred to as the
"Trademark"); and
WHEREAS, Licensee previously has used the Trademark and is desirous of
continuing to use said Trademark with respect to the goods and services listed
on Exhibit B, to assist Licensee during its transition to a new identity and for
the limited purposes more fully described below;
NOW, THEREFORE, in consideration of the foregoing Recitals which are
hereby incorporated into the operative terms hereof, the mutual promises
contained in this Agreement and good and valuable consideration from the
Licensee to the Licensor, the receipt and sufficiency of which is hereby
acknowledged by said Licensor, the parties hereby agree as follows:
1. LICENSE. Licensor grants to Licensee and its Subsidiaries (as such
term is defined in the Distribution Agreement), the limited, non-exclusive right
to use the Trademark under the common law and under the auspices and privileges
provided by any of the registrations covering the same during the term of this
Agreement, and Licensee hereby undertakes to use the Trademark as follows:
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a. For a period of sixty (60) days following the Effective
Date of this Agreement, Licensee and its Subsidiaries may continue to use the
Trademark in their corporate names. After sixty (60) days following the
Effective Date of this Agreement, or as soon thereafter as reasonably practical
in non-U.S. jurisdictions, Licensee shall change or cause to be changed, if
necessary, such corporate names to delete the Trademark or any other word that
is confusingly similar to the Trademark.
b. For a period of nine (9) months following the Effective
Date of this Agreement, Licensee and its Subsidiaries shall be entitled to use
their supplies and documents which have imprinted thereon the Trademark to the
extent that such supplies and documents were existing inventory prior to the
Effective Date of this Agreement. Licensee shall not print or permit to be
printed any new supplies or documents bearing the Trademark from and after the
Effective Date of this Agreement.
c. For a period of eighteen (18) months from the Effective
Date of this Agreement, Licensee and its Subsidiaries may use the Trademark on
signs, displays or other identifications or advertising material (other than
supplies or documents, which shall be governed by paragraph b above), in each
case to the extent existing as of the date hereof. Licensee shall not, and shall
not permit its Subsidiaries to, prepare or install any new signs, displays or
other identifications or advertising material bearing the Trademark. Licensee
shall remove or cause to be removed any and all references to the Trademark from
any and all signs, displays or other identifications or advertising material by
the end of the eighteen (18) month period.
2. QUALITY OF SERVICES. Licensee agrees to maintain and cause its
Subsidiaries to maintain such quality standards as shall be prescribed by
Licensor in the conduct of the business operations with which the Trademark is
used. Licensee shall, and shall cause its Subsidiaries to, use the Trademark
only with goods and services listed in Exhibit B rendered by Licensee and/or its
Subsidiaries in accordance with the terms of this Agreement and with the
guidance and directions furnished to the Licensee by the Licensor, or its
authorized representatives or agents, from time to time, if any; but always the
quality of the goods and services shall be satisfactory to the Licensor or as
specified by it.
3. INSPECTION. Licensee will permit duly authorized representatives of
the Licensor to inspect the premises of Licensee and/or its Subsidiaries using
the Trademarks at all reasonable times, for the purpose of ascertaining or
determining compliance with Paragraphs 1 and 2 hereof.
4. USE OF TRADEMARK. When using the Trademark under this Agreement,
Licensee undertakes to, and shall cause its Subsidiaries to, comply with all
laws pertaining to the Trademark. This provision includes compliance with
marking requirements. Licensee represents and warrants that all goods and
services to be sold under the Trademark and the marketing, sales, and
distribution of them shall meet or exceed all federal, state, local and foreign
laws, ordinances, standards, regulations, and guidelines pertaining to such
products or activities, including, but not limited to those pertaining to
product safety, quality, labeling and propriety. Licensee agrees that it will
not package, market, sell, or distribute any goods or services or cause or
permit any goods or services to be
TENNECO DISTRIBUTION AGREEMENT
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packaged, marketed, sold or distributed in violation of any such federal, state,
local or foreign law, ordinance, standard, regulation or guideline.
5. EXTENT OF LICENSE. The license granted herein is for the sole
purpose of assisting Licensee in its transition to a new identity and is not
assignable or transferable in any manner whatsoever. Licensee has no right to
grant any sublicenses or to use the Trademark for any other purpose.
6. INDEMNITY. Licensee acknowledges that neither it nor its
Subsidiaries will have any claims against Licensor hereunder for any damage to
property or injury to persons arising out of the operation of their business.
Licensee agrees to indemnify, hold harmless, and defend Licensor and its
Subsidiaries, affiliates and authorized representatives with legal counsel
acceptable to Licensor from and against any and all demands, claims, injuries,
losses, damages, actions, suits, causes of action, proceedings, judgments,
liabilities and expenses, including attorneys' fees, court costs and other legal
expenses, arising out of or connected with:
a. the use of the Trademark by Licensee or any of its Subsidiaries or
affiliates; or
b. any breach by Licensee or any of its Subsidiaries of any provision
of this Agreement or of any warranty made by Licensee in this Agreement.
No approval by Licensor of any action by Licensee or any of its Subsidiaries or
affiliates shall affect any right of Licensor to indemnification hereunder.
7. TERMINATION. Except as otherwise provided herein, this Agreement
shall remain in full force and effect for the periods stated in Paragraph 1
above. However, Licensor retains the right to immediately terminate this
Agreement in the event of a material breach of any term of this Agreement by
Licensee or any of its Subsidiaries, upon written notice to the Licensee.
8. OWNERSHIP OF TRADEMARK. The Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Trademark and will not at any
time do or cause or permit to be done any act or thing contesting or in any way
impairing or tending to impair any part or all of such right, title and
interest. In connection with the use of the Trademark, Licensee and each of its
Subsidiaries shall not in any manner represent that it has any ownership in the
Trademark or registrations thereof, and acknowledges that use of the Trademark
shall inure to the benefit of the Licensor. On termination of this Agreement or
any portion hereof in any manner provided herein, the Licensee will destroy or
cause to be destroyed all signs, displays or other identifications or
advertising material, supplies and documents, and any other materials bearing
the Trademark and will certify to Licensor in writing that it has done so.
Furthermore, Licensee and each of its Subsidiaries will not at any time adopt or
use without the Licensor's prior written consent, any word or mark which is
likely to be similar to or confusing with the Trademark.
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9. INFRINGEMENT OF TRADEMARK. If Licensee or any of its Subsidiaries
learns of any actual or threatened infringement of the Trademark or of the
existence, use, or promotion of any mark or design similar to the Trademark,
Licensee shall promptly notify Licensor. Licensor has the right to decide at its
sole discretion what legal proceedings or other action, if any, shall be taken,
by who, how such proceedings or other action shall be conducted, and in whose
name such proceedings or other action shall be performed. Any legal proceedings
instituted pursuant to this Section shall be for the sole benefit of Licensor
and all sums recovered in such proceedings whether by judgment, settlement, or
otherwise, shall be retained solely and exclusively by Licensor.
10. INJUNCTIVE RELIEF. Licensee acknowledges that any breach or
threatened breach of any of Licensee's covenants in this Agreement relating to
the Trademark, including, without limitation, Licensee's and/or any of its
Subsidiaries' failure to cease the manufacture, sale, marketing, or distribution
of the goods bearing the Trademark at the termination or expiration of this
Agreement will result in immediate and irreparable damage to Licensor and to the
rights of any subsequent licensee of them. Licensee acknowledges and admits that
there is no adequate remedy at law for failure to cease such activities, and
Licensee agrees that in the event of such breach or threatened breach, Licensor
shall be entitled to temporary and permanent injunctive relief and such other
relief as any court with jurisdiction may deem just and proper.
11. SEVERABILITY. If any provision of this Agreement shall be
determined to be illegal and unenforceable by any court of law or any competent
government or other authority, the remaining provisions shall be severable and
enforceable in accordance with their terms so as this Agreement without such
terms or provisions does not fail of its essential purpose or purposes. The
parties will negotiate in good faith to replace any such illegal or
unenforceable provision or provisions with suitable substitute provisions which
maintain the economic purposes and intentions of this Agreement.
12. NOTICE. Any notices required or permitted to be given under this
Agreement shall be deemed sufficiently given if mailed by registered mail,
postage prepaid, addressed to the party to be notified at its address shown
above (followed by facsimile) or at such other address as may be furnished in
writing to the notifying party.
13. MISCELLANEOUS.
a. CAPTIONS. The captions for each Section have been inserted
for the sake of convenience and shall not be deemed to be binding upon the
parties for the purpose of interpretation of this Agreement.
b. INTERPRETATION. The parties agree that each party and its
counsel has reviewed this Agreement and the normal rule of construction that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.
TENNECO DISTRIBUTION AGREEMENT
K-4
<PAGE> 137
c. WAIVER. The failure of Licensor to insist in any one or
more instance upon the performance of any term, obligation, or condition of this
Agreement by Licensee or any of its Subsidiaries or to exercise any right or
privilege herein conferred upon Licensor shall not be construed as thereafter
waiving such term, obligation, or condition, or relinquishing such right or
privilege, and the acknowledged waiver or relinquishment by Licensor of any
default or right shall not constitute waiver of any other default or right. No
waiver shall be deemed to have been made unless expressed in writing.
d. TIME OF ESSENCE. Time is of the essence with respect to the
obligations to be performed under this Agreement, and Licensee shall use its
best efforts to cause the transition of all existing materials, including signs
and displays, bearing the Trademark to a new name and mark.
e. RIGHTS CUMULATIVE. Except as expressly provided in this
Agreement, and to the extent permitted by law, any remedies described in this
Agreement are cumulative and not alternative to any other remedies available at
law or in equity.
f. GOVERNING LAW. ALL QUESTIONS OR DISPUTES CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES
AND EXHIBITS HERETO SHALL BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF
CONFLICTS, OF THE STATE OF DELAWARE. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY (i) AGREES TO BE SUBJECT TO, AND HEREBY
CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE
AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, (ii) TO THE EXTENT
SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF
DELAWARE, HEREBY APPOINTS THE CORPORATION TRUST COMPANY, AS SUCH PARTY'S AGENT
IN THE STATE OF DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (iii) AGREES THAT
SERVICE MADE ON ANY SUCH AGENT SET FORTH IN (ii) ABOVE SHALL HAVE THE SAME LEGAL
FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF
DELAWARE.
Attest: LICENSOR
By:
- ------------------------------------- -------------------------------
Attest: LICENSEE
By:
- ------------------------------------- -------------------------------
TENNECO DISTRIBUTION AGREEMENT
K-5
<PAGE> 138
EXHIBIT "A"
REGISTRATION EXPIRATION
TRADEMARK NO. DATE
- --------- ----------- -----------
APPLICATION APPLICATION
TRADEMARK NO. NO.
- --------- ----------- ------------
TENNECO DISTRIBUTION AGREEMENT
K-6
<PAGE> 139
EXHIBIT "B"
TENNECO DISTRIBUTION AGREEMENT
K-7
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated July 2, 1999 included in this registration statement and to the
incorporation by reference in this registration statement of our report dated
February 17, 1999 (except with respect to the matters discussed in Note 2, as to
which the date is August 20, 1999) included in the Tenneco Inc. Current Report
on Form 8-K dated August 20, 1999, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
September 10, 1999
<PAGE> 1
EXHIBIT 99.1
This Letter of Consent/Transmittal is being used with respect to the following
series of outstanding debt securities (the "Original Securities") of Tenneco
Inc., a Delaware corporation ("Tenneco"). Check only one*.
<TABLE>
<CAPTION>
CUSIP NO. TITLE OF SECURITY
--------- -----------------
<S> <C> <C>
</TABLE>
[ ]
[ ]
LETTER OF CONSENT/TRANSMITTAL
OF
TENNECO INC.
TO TENDER FOR EXCHANGE AND GIVE CONSENT
PURSUANT TO THE PROSPECTUS AND CONSENT SOLICITATION OF TENNECO AND
TENNECO PACKAGING INC. (TO BE RENAMED)
DATED ____________, 1999
EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (THE "EXPIRATION TIME") OR
EARLIER TERMINATED. THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1999, UNLESS EXTENDED (THE "EARLY
EXCHANGE TIME") OR EARLIER TERMINATED. HOLDERS MUST TENDER BEFORE THE EARLY
EXCHANGE TIME TO BE ELIGIBLE TO RECEIVE $1,000 PRINCIPAL AMOUNT OF APPLICABLE
NEW SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES, AS
DESCRIBED BELOW. HOLDERS WHO TENDER AFTER THE EARLY EXCHANGE TIME BUT BEFORE THE
APPLICABLE EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY [$ ]
PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT
OF ORIGINAL SECURITIES, AS DESCRIBED BELOW.
TENDERED SECURITIES MAY BE WITHDRAWN AND CONSENTS MAY BE REVOKED AT ANY TIME
BEFORE THE EARLIER OF (1) THE EARLY EXCHANGE TIME AND (2) 5:00 P.M., NEW YORK
CITY TIME, ON THE DATE THAT TENNECO PUBLICLY ANNOUNCES IT HAS RECEIVED THE
REQUIRED CONSENTS, AS DESCRIBED BELOW ("THE WITHDRAWAL TIME").
If you desire to accept any of the Exchange Offers (as defined below), this
Letter of Consent/ Transmittal should be completed, signed, and submitted
to the Exchange Agent (as defined below):
THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
By Registered Mail
By Hand: or Overnight Delivery: By Facsimile:
<S> <C> <C>
Corporate Trust Securities The Chase Manhattan Bank (212) 638-7380 or
Window Money Market Operations (212) 638-7381
55 Water Street 55 Water Street
Room 234 Room 234 Confirm by Telephone:
North Building North Building (212) 638-0828
New York, NY 10041 New York, NY 10041
Attn: Carlos Esteves Attn: Carlos Esteves
</TABLE>
DELIVERY OF THIS LETTER OF CONSENT/TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA FACSIMILE TO A TELEPHONE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
- ---------------
* If more than one series of Original Securities is being tendered, it is
necessary to return a separate form in respect of each series. Please check
the appropriate box at the top of this page to indicate the series of Original
Securities to which this Letter of Consent/Transmittal relates.
<PAGE> 2
For any questions regarding this Letter of Consent/Transmittal or for any
additional information, you may contact the Information Agent:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, NY 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
This Letter of Consent/Transmittal (the "Letter of Transmittal") is to be
used to accept an Exchange Offer pursuant to the Prospectus and Consent
Solicitation of Tenneco and Tenneco Packaging Inc. (to be renamed), a Delaware
corporation ("Packaging"), dated , 1999 (the "Prospectus"). This
Letter of Transmittal must be used to accept an Exchange Offer if certificates
representing Original Securities are to be physically delivered to The Chase
Manhattan Bank, as exchange agent (the "Exchange Agent"). This Letter of
Transmittal may be used to accept an Exchange Offer if Original Securities are
to be tendered by effecting a book-entry transfer into the Exchange Agent's
account at The Depository Trust Company ("DTC") and instructions are not being
transmitted through DTC's Automated Tender Offer Program ("ATOP").
Holders of Original Securities that are tendering by book-entry transfer to
the Exchange Agent's account at DTC can execute the tender through ATOP, for
which the Exchange Offers will be eligible. DTC participants that are accepting
the Exchange Offers may transmit their acceptance to DTC, which will verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account at
DTC. DTC will then send an "agent's message" (as described in the Prospectus) to
the Exchange Agent for its acceptance. Delivery of the agent's message by DTC
will satisfy the terms of the Exchange Offers as to execution and delivery of a
Letter of Transmittal by the participant identified in the agent's message.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
HOLDERS WHO DESIRE TO TENDER THEIR ORIGINAL SECURITIES PURSUANT TO AN
EXCHANGE OFFER ARE REQUIRED TO DELIVER THEIR CONSENT (AS DEFINED BELOW) TO
AMENDMENTS TO THE INDENTURE UNDER WHICH TENNECO ISSUED THE ORIGINAL SECURITIES.
THESE AMENDMENTS WOULD ELIMINATE THE RESTRICTIONS ON TENNECO'S OPERATIONS
CURRENTLY CONTAINED IN THAT INDENTURE. THE COMPLETION, EXECUTION AND DELIVERY OF
THIS LETTER OF TRANSMITTAL CONSTITUTES THE DELIVERY OF A CONSENT WITH RESPECT TO
THE ORIGINAL SECURITIES TENDERED. HOLDERS MAY NOT DELIVER CONSENTS WITHOUT
TENDERING ORIGINAL SECURITIES.
ANY NEW SECURITIES (AS DEFINED BELOW) ISSUED IN EXCHANGE FOR ORIGINAL
SECURITIES WILL BE ISSUED ONLY IN BOOK-ENTRY FORM THROUGH DTC, WHICH MEANS THAT
NO EXCHANGING HOLDER WILL RECEIVE CERTIFICATES EVIDENCING ANY NEW SECURITIES.
Subject to the terms and conditions of each Exchange Offer and the Consent
Solicitation and applicable law, Tenneco will make payment for the Original
Securities accepted for exchange by depositing with the Exchange Agent: (1) New
Securities (in book-entry form); (2) cash for any fractional interest in New
Securities, as described in the Prospectus; and (3) cash for the payment of any
applicable accrued but unpaid interest on Original Securities. This will occur
on the first New York Stock Exchange trading day after Tenneco accepts the
related Original Securities for exchange. The Exchange Agent will act as agent
for the tendering holders for the purpose of receiving payments and/or New
Securities (in book-entry form) from Tenneco and then delivering payments and/or
New Securities (in book-entry form) to or at the direction of those holders. The
Exchange Agent will make this delivery on the same day Tenneco deposits payment
for the Original Securities, or as soon thereafter as practicable.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offers and Consent Solicitation (as defined below).
2
<PAGE> 3
TENDER OF ORIGINAL SECURITIES
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF ORIGINAL SECURITIES ARE BEING DELIVERED WITH THIS LETTER OF
TRANSMITTAL.
[ ] CHECK HERE IF ORIGINAL SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER
ORIGINAL SECURITIES BY BOOK-ENTRY TRANSFER):
NAME OF TENDERING INSTITUTION:
ACCOUNT NUMBER:
TRANSACTION CODE NUMBER:
Holders who wish to tender their Original Securities and deliver a Consent
must, at a minimum, complete columns (1) through (4) in the table below entitled
"Description of Original Securities Tendered and in Respect of Which Consent is
Given" and sign in the appropriate box below. IF ONLY THOSE COLUMNS ARE
COMPLETED, THE HOLDER WILL BE DEEMED TO HAVE DELIVERED A CONSENT IN RESPECT OF,
AND TO HAVE TENDERED, ALL ORIGINAL SECURITIES LISTED IN THE TABLE. If a holder
wishes to tender less than all of such Original Securities, column (5) must be
completed in full. See Instruction 2.
3
<PAGE> 4
List below the Original Securities to which this Letter of Transmittal
relates. If the space provided is inadequate, list the certificate number and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Original Securities will be accepted only
in principal amounts of $1,000 or integral multiples of $1,000.
- --------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL SECURITIES TENDERED
AND IN RESPECT OF WHICH CONSENT IS GIVEN
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL
AMOUNT TENDERED AND IN
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), AGGREGATE PRINCIPAL RESPECT OF WHICH
OR NAME OF DTC PARTICIPANT AND PARTICIPANT'S SERIES OF AMOUNT REPRESENTED CONSENT IS GIVEN (IF
DTC ACCOUNT NUMBER IN WHICH ORIGINAL SECURITIES ORIGINAL CERTIFICATE BY LESS
ARE HELD (PLEASE FILL IN IF BLANK) SECURITIES* NUMBER(S)** CERTIFICATE(S) THAN ALL)***
(1) (2) (3) (4) (5)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT TENDERED
- ----------------------------------------------------------------------------------------------------------------------------------
* Indicate applicable series of Original Securities: , , .
** Need not be completed by persons tendering by book-entry transfer.
*** Unless otherwise indicated in this column, it will be assumed that the entire aggregate principal amount represented by the
Original Securities identified above is being tendered. A tendering holder is required to deliver a Consent with respect to
all Original Securities tendered by that holder. Completion of column (4) will constitute a Consent in respect of such
Original Securities, unless less than all such Original Securities are to be tendered as specified in column (5), in which
case Consents only with respect to such lesser amount of such Original Securities tendered shall be given. See Instruction
2.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the Original Securities
tendered hereby. The series and the principal amount of Original Securities that
the undersigned wishes to tender should be indicated in the appropriate boxes.
4
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby consents (the "Consent") to the proposed amendments
(the "Proposed Amendments") to the indenture dated as of November 1, 1996 (as
amended prior to the date hereof, the "Original Indenture") between Tenneco
(formerly known as New Tenneco Inc.) and The Chase Manhattan Bank, as trustee
(the "Trustee"), as described in the Prospectus, with respect to, and hereby
tenders to Tenneco, the principal amount of Original Securities indicated in the
table above entitled "Description of Original Securities Tendered and in Respect
of Which Consent is Given," upon the terms and subject to the conditions set
forth in the Prospectus (receipt of which is hereby acknowledged) and in this
Letter of Transmittal. These terms and conditions together constitute (1)
Tenneco's offers to exchange (the "Exchange Offers") newly issued debt
securities of Packaging (the "New Securities") for the applicable series of
Original Securities, as described in the Prospectus, properly tendered and
accepted for exchange, and (2) Tenneco's solicitation of Consents to the
Proposed Amendments (the "Consent Solicitation"). The Proposed Amendments will
be effected through the execution and delivery by Tenneco and the Trustee of a
supplemental indenture, as described in the Prospectus (the "Supplemental
Indenture").
The undersigned hereby agrees and acknowledges that, by the execution and
delivery hereof, the undersigned delivers the written Consent to the Proposed
Amendments with respect to the principal amount of Original Securities indicated
in the table above entitled "Description of Original Securities Tendered and in
Respect of Which Consent is Given." The undersigned understands that the Consent
delivered hereby shall remain in full force and effect unless and until such
Consent is revoked in accordance with the procedures set forth in the Prospectus
and this Letter of Transmittal. The undersigned understands that after the
Withdrawal Time, no Consents may be revoked. To amend the Original Indenture,
Tenneco must receive Consents from the registered holders of at least a majority
in aggregate principal amount of all outstanding debt securities issued under
the Original Indenture, voting as a single class (the "Required Consents"). The
undersigned understands that the Proposed Amendments will not become operative
unless and until Tenneco accepts for exchange or purchase debt securities issued
under the Original Indenture that represent at least the Required Consents,
whether tendered in the Exchange Offers or Tenneco's concurrent cash tender
offers. The undersigned acknowledges that a limited waiver of some provisions of
the Original Indenture will apply between the time Tenneco executes the
Supplemental Indenture and the time it closes on the Exchange Offers and
concurrent cash tender offers. This waiver will terminate if the Proposed
Amendments do not take effect.
Tenneco's obligation to accept for payment, and to pay for, Original
Securities validly tendered pursuant to the Exchange Offers is conditioned upon,
among other things, satisfaction or Tenneco's waiver of the following
conditions: (1) receipt by Tenneco of the Required Consents; (2) any and all
conditions to Tenneco's concurrent cash tender offers (as described in the
Prospectus); and (3) any and all conditions to Tenneco's planned spin-off of
Packaging to its public stockholders (as described in the Prospectus).
Subject to, and effective upon, the acceptance for payment of, and payment
for, the principal amount of Original Securities tendered herewith in accordance
with the terms and subject to the conditions of the Exchange Offers, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Tenneco, all right, title and interest in and to all of the Original Securities
tendered hereby and also consents to the Proposed Amendments with respect to
such Original Securities. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of Tenneco) with respect to such Original Securities, with full powers of
substitution and revocation (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to: (i) present such Original
Securities and all evidences of transfer and authenticity to, or transfer
ownership of, such Original Securities on the account books maintained by DTC
to, or upon the order of, Tenneco; (ii) present such Original Securities for
transfer of ownership on the books of Tenneco; (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Original
Securities; and (iv) deliver to Tenneco and the Trustee this Letter of
Transmittal
5
<PAGE> 6
as evidence of the undersigned's Consent to the Proposed Amendments and as
certification that the Required Consents to the Proposed Amendments (duly
executed by holders) have been received, all in accordance with the terms and
conditions of the Exchange Offers and the Consent Solicitation as described in
the Prospectus.
If the undersigned is not the registered holder of the Original Securities
listed in the box above labeled "Description of Original Securities Tendered and
in Respect of Which Consent is Given," or such holder's legal representative or
attorney-in-fact, then in order to validly consent, the undersigned will have to
obtain a properly completed irrevocable proxy that authorizes the undersigned
(or the undersigned's legal representative or attorney-in-fact) to deliver
Consents in respect of such Original Securities on behalf of the holder thereof,
and such proxy will have to be delivered with this Letter of Transmittal.
The undersigned understands that tenders of Original Securities may be
withdrawn, and Consents may be revoked, at any time prior to the Withdrawal
Time. A valid withdrawal of tendered Original Securities prior to the Withdrawal
Time will constitute the concurrent valid revocation of such holder's related
Consents in respect of such Original Securities. In order for a holder to revoke
a Consent, such holder must withdraw the related tendered Original Securities.
In the event of a termination of the Exchange Offers, the Original Securities
tendered pursuant to the Exchange Offers will be returned to the tendering
holders promptly (or in the case of Original Securities tendered by book-entry
transfer, such Original Securities will be credited to the account maintained at
DTC from which such Original Securities were delivered). If Tenneco makes a
material change in the terms of the Exchange Offers or the Consent Solicitation
or the information concerning the Exchange Offers or the Consent Solicitation,
Tenneco will disseminate additional offer and solicitation materials and extend
the Exchange Offers or, if applicable, the Consent Solicitation, if and to the
extent required by law.
The undersigned understands that tenders of Original Securities pursuant to
any of the procedures described in the Prospectus and in the instructions hereto
and acceptance of such Original Securities by Tenneco will constitute a binding
agreement between the undersigned and Tenneco upon the terms and subject to the
conditions of the Exchange Offers and Consent Solicitation. For purposes of the
Exchange Offers, the undersigned understands that validly tendered Original
Securities (or defectively tendered Original Securities with respect to which
Tenneco has, or has caused to be, waived such defect) will be deemed to have
been accepted by Tenneco if, as and when Tenneco gives written or oral (followed
by written) notice thereof to the Exchange Agent. For purposes of the Consent
Solicitation, the undersigned understands that Consents received by the Exchange
Agent will be deemed to have been accepted when (1) Tenneco and the Trustee
under the Original Indenture execute the Supplemental Indenture containing the
Proposed Amendments, which is expected to occur promptly after the Withdrawal
Time, and (2) Tenneco has accepted the tendered Original Securities underlying
those Consents for exchange in the Exchange Offers.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Original
Securities tendered hereby and to deliver the Consent contained herein, and that
when such tendered Original Securities are accepted for purchase and payment by
Tenneco, Tenneco will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or by Tenneco to be necessary or
desirable to complete the sale, assignment and transfer of the Original
Securities tendered hereby, to perfect the undersigned's Consent to the Proposed
Amendments or to complete the execution of the Supplemental Indenture.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal and legal representatives, successors and assigns of the undersigned.
The undersigned understands that the delivery and surrender of any Original
Securities is not effective, and the risk of loss of the Original Securities
does not pass to the Exchange Agent, until receipt by the Exchange Agent of this
Letter of Transmittal (or a manually signed facsimile hereof), properly
completed and duly executed, together with all accompanying evidences of
authority and any other required documents in form satisfactory to Tenneco. All
questions as to the form of all documents and the validity (including time of
6
<PAGE> 7
receipt) and acceptance of tenders and withdrawals of Original Securities and
deliveries of related Consents will be determined by Tenneco, in its sole
discretion, which determination shall be final and binding.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the check for any fractional interest in New Securities and/or accrued
interest (as described in the Prospectus) for any Original Securities purchased,
and any certificates for Original Securities not tendered or not purchased, in
the name(s) of the undersigned (and, in the case of Original Securities tendered
by book-entry transfer, by credit to the DTC account specified above).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for any fractional interest in New Securities and/or any
accrued interest for any Original Securities purchased, and any certificates for
Original Securities not tendered or not purchased (and accompanying documents,
as appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue a check for any
applicable Original Securities purchased in the name(s) of, and forward any
certificates for Original Securities not tendered or not purchased to, the
person(s) so indicated. The undersigned recognizes that Tenneco has no
obligation under the "Special Issuance Instructions" or the "Special Delivery
Instructions" provision of this Letter of Transmittal to effect the transfer of
any Original Securities from the name of the holder(s) thereof if Tenneco does
not accept for payment any of the principal amount of such Original Securities
so tendered.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Original Securities in a principal
amount not tendered or not accepted for purchase are to be issued in the name
of, or checks for any fractional interest in New Securities and/or accrued
interest are to be issued to the order of, someone other than the person or
persons whose signature(s) appears within this Letter of Transmittal.
Issue: [ ] Original Securities [ ] Checks
(check as applicable)
Name:
- -----------------------------------------------
(Please Print)
Address:
- ---------------------------------------------
- -------------------------------------------------------
(Zip Code)
- -------------------------------------------------------
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9 herein)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Original Securities in a principal
amount not tendered or not accepted for purchase or checks for any fractional
interest in New Securities and/or accrued interest are to be sent to someone
other than the person or persons whose signature(s) appears within this Letter
of Transmittal or issued to an address different from that shown in the box
titled "Description of Original Securities Tendered and in Respect of Which
Consent is Given" within this Letter of Transmittal.
Issue: [ ] Original Securities [ ] Checks
(check as applicable)
Name:
- -----------------------------------------------
(Please Print)
Address:
- ---------------------------------------------
- -------------------------------------------------------
(Zip Code)
7
<PAGE> 8
DTC PARTICIPANT INFORMATION
(SEE INSTRUCTION 1)
TO BE COMPLETED BY ALL HOLDERS DELIVERING ORIGINAL SECURITIES. NEW SECURITIES
WILL BE DELIVERED ONLY IN BOOK-ENTRY FORM.
Name of DTC Participant:
--------------------------------------------------------
DTC Participant Number:
---------------------------------------------------------
Contact at DTC Participant:
-----------------------------------------------------
Name:
---------------------------------------------------------------------------
Telephone No.:
-----------------------------------------------------------------
8
<PAGE> 9
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS OF ORIGINAL SECURITIES
REGARDLESS OF WHETHER ORIGINAL SECURITIES ARE BEING PHYSICALLY DELIVERED
HEREWITH)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby consents to the Proposed Amendments with respect to the
principal amount of the Original Securities listed in the box above labeled
"Description of Original Securities Tendered and in Respect of Which Consent is
Given."
This Letter of Transmittal must be signed by the registered holder(s)
exactly as the name of such holder appears on certificate(s) for Original
Securities or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as owner of Original
Securities, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If the signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signatory's full title. See Instruction 3.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(See guarantee requirement below)
Dated
---------------------------------------, 1999
Name(s)
-------------------------------------------------------------------------
(Please Print)
Capacity
------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
(Including Zip Code)
Area Code and Tel Number
-------------------------------------------------------
Tax Identification or Social Security No
----------------------------
(Complete Accompanying Substitute Form W-9)
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 3)
Authorized Signature
------------------------------------------------------------
Name of Firm
-------------------------------------------------------------------
[place seal here]
9
<PAGE> 10
INSTRUCTIONS TO LETTER OF CONSENT/TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS AND CONSENT
SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL SECURITIES. This
Letter of Transmittal is to be completed by holders if (i) certificates
representing Original Securities are to be physically delivered to the Exchange
Agent herewith by such holders, or (ii) tender of Original Securities is to be
made by book-entry transfer to the Exchange Agent's account at DTC, and, in each
case, instructions are not being transmitted through ATOP.
All physically delivered Original Securities, or a confirmation of a
book-entry transfer into the Exchange Agent's account at DTC of all Original
Securities delivered electronically, as well as a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) or
properly transmitted agent's message, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein before the Early Exchange Time (if the holder wishes to be eligible
to receive $1,000 principal amount of applicable New Securities for each $1,000
of Original Securities) or applicable Expiration Time (if the holder wishes to
be eligible to receive only [$ ] principal amount of applicable New
Securities for each $1,000 of Original Securities, subject to the provisions
regarding payment of cash in lieu of any fractional interest in New Securities),
as the case may be.
Any financial institution that is a participant in DTC may electronically
transmit its acceptance of the Exchange Offers by causing DTC to transfer
Original Securities to the Exchange Agent in accordance with DTC's ATOP
procedures for such transfer prior to the Early Exchange Time or Expiration
Time, as the case may be. The Exchange Agent will make available its general
participant account for the Original Securities at DTC for purposes of the
Exchange Offers. DELIVERY OF A LETTER OF TRANSMITTAL TO DTC WILL NOT CONSTITUTE
VALID DELIVERY TO THE EXCHANGE AGENT.
If a holder tenders after the Early Exchange Time, the holder could become
entitled to a cash payment in lieu of any fractional interest in New Securities.
Because Tenneco will aggregate the New Securities to which a tendering
registered holder is entitled before making any such cash payment, registered
holders should, in that case, submit a separate tender for each of their
beneficial owners. THIS SHOULD BE DONE ONLY IF A TENDER IS BEING MADE AFTER THE
EARLY EXCHANGE TIME.
The method of delivery of this Letter of Transmittal, the Original
Securities and all other required documents, including delivery through DTC and
any acceptance or agent's message delivered through ATOP, is at the option and
risk of the tendering holder. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. Instead of delivery
by mail, it is recommended that the holder use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery.
No Letter of Transmittal or tendered Original Securities should be sent to
Tenneco, Packaging, the Information Agent, DTC, Morgan Stanley Dean Witter or
Credit Suisse First Boston. Neither Tenneco nor the Exchange Agent is under any
obligation to notify any tendering holder of Tenneco's acceptance of tendered
Original Securities prior to the closing of the Exchange Offers.
NEW SECURITIES WILL BE DELIVERED ONLY IN BOOK-ENTRY FORM THROUGH DTC AND
ONLY TO THE DTC ACCOUNT OF THE TENDERING HOLDER OR THE TENDERING HOLDER'S
CUSTODIAN. ACCORDINGLY, A HOLDER WHO TENDERS ORIGINAL SECURITIES MUST SPECIFY IN
THE BOX TITLED "DTC PARTICIPANT INFORMATION" THE DTC PARTICIPANT NAME, NUMBER
AND CONTACT INFORMATION TO WHICH ANY NEW SECURITIES SHOULD BE DELIVERED.
2. AMOUNT OF TENDERS. Tenders of Original Securities will be accepted only
in principal amounts of $1,000 or integral multiples of $1,000. If less than the
entire principal amount of Original Securities held by the holder is tendered,
the holder should fill in the principal amount tendered in column (5) labeled
"Aggregate Principal Amount Tendered and in Respect of Which Consent is Given
(If Less Than All)" of the box entitled "Description of Original Securities
Tendered And in Respect of Which Consent is Given" above. The entire principal
amount of Original Securities delivered to the Exchange Agent will be deemed to
have been tendered for exchange unless otherwise indicated. If the entire
principal amount of all Original Securities held by the holder is not tendered
for exchange, then new certificates representing the Original
10
<PAGE> 11
Securities for the principal amount of Original Securities not tendered for
exchange will be sent to the holder at its registered address, unless a
different address is provided in the box entitled "Special Delivery
Instructions" in this Letter of Transmittal, as soon as practicable following
the applicable Expiration Time.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. For purposes of this discussion, the term
"registered holder" means an owner of record as well as any DTC participant that
has Original Securities credited to its DTC account. Except as otherwise
provided below, all signatures on this Letter of Transmittal must be guaranteed
by a recognized participant in the Securities Transfer Agents Medallion Program,
the NYSE Medallion Signature Program or the Stock Exchange Medallion Program
(each, a "Medallion Signature Guarantor"). Signatures on the Letter of
Transmittal need not be guaranteed if:
- the Letter of Transmittal is signed by the registered physical holder(s)
of the Original Securities or by a participant in DTC whose name appears
on a security position listing as the owner of the Original Securities
and the holder(s) have not completed the portion entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the Letter
of Transmittal; or
- the Original Securities are tendered for the account of an "eligible
institution."
An "eligible institution" is one of the following firms or other entities
identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 (as the
terms are defined in the Rule): (a) a bank; (b) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or
government securities broker; (c) a credit union; (d) a national securities
exchange, registered securities association or clearing agency; or (e) a savings
institution.
If the Letter of Transmittal is signed by the registered holder(s) of
Original Securities tendered, the signature(s) must correspond with the name(s)
as written on the face of the Original Securities without alteration,
enlargement or any change whatsoever. If any of the Original Securities tendered
are held by two or more registered holders, all of the registered holders must
sign the Letter of Transmittal. If any of the Original Securities are registered
in different names on different Original Securities, the holders must complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
In the following cases, the certificates for Original Securities that are
tendered must be endorsed or accompanied by an appropriate instrument of
transfer, signed exactly as the name of the registered owner appears on the
certificates, with the signatures on the certificates or instruments of transfer
guaranteed by a Medallion Signature Guarantor:
- if the New Securities issued in the Exchange Offers are to be registered
in the name of, or payments are to be made to, a person other than the
person whose signature is on the Letter of Transmittal;
- if Original Securities that are not exchanged are to be returned to a
person other than the registered owner; or
- if a Letter of Transmittal is signed by a person other than the
registered holder(s) of the Original Securities tendered.
In addition, a tender of Original Securities before the Early Exchange Time by
someone other than the registered holder must be accompanied by either a valid
proxy of, or a Consent signed by, the registered holder(s). This is because
Original Securities may not be tendered before the Early Exchange Time without
also delivering a Consent with respect to those Original Securities, and only
registered holders are entitled to deliver Consents. The signature on the proxy
or Consent must be guaranteed by a Medallion Signature Guarantor.
Tenneco will not accept any alternative, conditional, irregular or
contingent tenders. By executing the Letter of Transmittal (or facsimile
thereof) or transmitting an agent's message, you waive any right to receive any
notice of the acceptance of your Original Securities for exchange.
If this Letter of Transmittal or any tendered Original Securities or
instruments of transfer are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
11
<PAGE> 12
fiduciary or representative capacity, such persons should so indicate when
signing and, unless waived by Tenneco, evidence satisfactory to Tenneco of their
authority to so act must be submitted with this Letter of Transmittal.
Beneficial owners whose tendered Original Securities are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other nominee if
they desire to tender such Original Securities.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If a check and/or
certificates for unpurchased or untendered Original Securities are to be issued
in the name of a person other than the signer of this Letter of Transmittal, or
if a check is to be sent and/or such Original Securities are to be returned to
someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate "Special Issuance Instructions"
and/or "Special Delivery Instructions" boxes on this Letter of Transmittal
should be completed. All Original Securities tendered by book-entry transfer and
not accepted for payment will be returned by crediting the account at DTC
designated above as the account for which such Original Securities were
delivered.
5. TRANSFER TAXES. Tenneco will pay all transfer taxes, if any, applicable
to the transfer and sale of Original Securities to Tenneco in the Exchange
Offers. If transfer taxes are imposed for any other reason, the amount of those
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. Other reasons transfer taxes could be
imposed include: (a) if New Securities in book-entry form and/or substitute
Original Securities for Original Securities not exchanged are to be delivered
to, or are to be registered or issued in the name of, any person other than the
registered holder of the Original Securities tendered; or (b) if tendered
Original Securities are registered in the name of any person other than the
person signing the Letter of Transmittal. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
holder and/or withheld from any payments due with respect to the Original
Securities tendered by such holder. It will not be necessary for transfer tax
stamps to be affixed to the tendered Original Securities listed in this Letter
of Transmittal.
6. BACKUP U.S. FEDERAL INCOME TAX WITHHOLDING; TAX IDENTIFICATION NUMBER.
U.S. federal income tax law requires that the holder(s) of any Original
Securities which are accepted for exchange (or other payee) must provide the
Exchange Agent (as payer) with the holder's correct taxpayer identification
number ("TIN"), which, in the case of a holder who is an individual (other than
a resident alien), is his or her social security number. For holders other than
individuals, such holders' TIN is their employer identification number. If the
Exchange Agent is not provided with the correct TIN, the holder (or other payee)
may be subject to backup U.S. federal income tax withholding on payments made in
exchange for any Original Securities and a penalty may be imposed by the
Internal Revenue Service ("IRS"). Backup withholding is not an additional
federal income tax. Rather, the amount of tax withheld will be credited against
the federal income tax liability of persons subject to backup withholding. If
backup withholding results in an over-payment of taxes, a refund may be obtained
from the IRS. Exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Each holder should consult with a tax advisor regarding
qualifications for exemption from backup withholding and the procedure for
obtaining such exemption. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each holder of tendered Original Securities
must provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
or other payee is awaiting a TIN), and that either: (1) the holder (or other
payee) has not been notified by the IRS that such holder (or other payee) is
subject to backup withholding as a result of failure to report all interest or
dividends; or (2) if previously so notified, the IRS has notified the holder (or
other payee) that such holder (or other payee) is no longer subject to backup
withholding. If the tendered Original Securities are registered in more than one
name or are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
12
<PAGE> 13
Tenneco reserves the right in its sole discretion to take all necessary or
appropriate measures to comply with Tenneco's obligation regarding backup
withholding.
7. VALIDITY OF TENDERS. All questions concerning the validity, form,
eligibility (including time of receipt), acceptance, and withdrawal of tendered
Original Securities will be determined by Tenneco in its sole discretion, which
determination will be final and binding. Tenneco reserves the absolute right to
reject any and all Original Securities not validly tendered or any Original
Securities the acceptance of which would, in the opinion of its counsel, be
unlawful. Tenneco also reserves the absolute right to waive any defects or
irregularities in tenders of Original Securities, whether or not similar defects
or irregularities are waived in the case of other tendered securities. The
interpretation of the terms and conditions of the Exchange Offers and Consent
Solicitation (including this Letter of Transmittal and the instructions hereto)
by Tenneco shall be final and binding on all parties. Unless waived, any defects
or irregularities in connection with tenders of Original Securities must be
cured within such time as Tenneco shall determine. Neither Tenneco, the Exchange
Agent, nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of Original Securities, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Original Securities will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Original Securities
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned by
the Exchange Agent to the holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the applicable Expiration Time.
8. WAIVER OF CONDITIONS. Tenneco reserves the absolute right to amend or
waive any of the conditions in the Exchange Offers and Consent Solicitation
concerning any Original Securities.
9. MUTILATED, LOST, STOLEN, OR DESTROYED SECURITIES. Any holder whose
tendered Original Securities have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Information Agent at the address
and telephone number indicated herein. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offers and Consent Solicitation.
11. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offers and Consent
Solicitation -- Withdrawal Rights."
13
<PAGE> 14
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder who tenders Original Securities
for payment and who delivers Consent is required to provide the Exchange Agent
(as payer) with such holder's correct TIN on the Substitute Form W-9 below and
to certify that the TIN provided on the Substitute Form W-9 is correct (or that
such holder is awaiting a TIN) or otherwise establish a basis for exemption from
backup withholding. If such holder is an individual, the TIN is his or her
social security number. If a holder is a resident alien, such holder is not
eligible to obtain a social security number. Such holder must provide the payer
with an IRS individual taxpayer identification number (ITIN). If the Exchange
Agent is not provided with the correct TIN, a $50 penalty may be imposed by the
IRS, and payments made to such holder with respect to Original Securities
purchased pursuant to an Exchange Offer may be subject to backup withholding.
Certain holders (including, among others, certain foreign persons) are not
subject to these backup withholding and reporting requirements. Exempt holders
(other than certain foreign persons) should indicate their exempt status on
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder or other payee. Backup withholding is not
an additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
The box in Part 3 of the Substitute Form W-9 may be checked if the holder
has not been issued a TIN and has applied for a TIN or intends to apply for a
TIN in the near future. If the box in Part 3 is checked, the holder or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the box
in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification
Number is completed, the Exchange Agent will withhold 31% of all payments made
pursuant to an Exchange Offer prior to the time a properly certified TIN is
provided to the Exchange Agent.
The holder is required to give the Exchange Agent the correct TIN (e.g.,
Social Security number or Employer Identification Number) of the record owner of
the Original Securities. If the Original Securities are registered in more than
one name or are not registered in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
14
<PAGE> 15
<TABLE>
<S> <C> <C>
PAYER'S NAME: THE CHASE MANHATTAN BANK, AS EXCHANGE AGENT
NAME: (If joint names, list first and circle the name of the person or entity
whose number you enter in Part 1 below.) See instructions if your name is
SUBSTITUTE changed.
FORM W-9
DEPARTMENT OF THE TREASURY -----------------------------------------------------------------------------
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR -----------------------------------------------------------------------------
TAXPAYER IDENTIFICATION
NUMBER (TIN) Address: --------------------------------------------------------------------
-----------------------------------------------------------------------------
City, State and Zip Code: --------------------------------------------------
PART 1: PLEASE PROVIDE YOUR TAXPAYER -----------------------------
IDENTIFICATION NUMBER IN THE BOX AT RIGHT Social Security Number
AND CERTIFY BY SIGNING AND DATING BELOW.
or ----------------------------
Taxpayer Identification Number
PART 2: Check the box if you are NOT subject to backup withholding under the
provisions of section 3406(a)(1)(C) of the Internal Revenue Code because: (1)
you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends; or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding. [ ]
PART 3: Awaiting TIN [ ]
</TABLE>
Certification: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, ACCURATE AND COMPLETE
SIGNATURE DATE , 1999
------------------------------------- -------------
NAME
---------------------------------------------------------------------
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either: (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office; or (b)
I intend to mail or deliver an application in the near future. I understand
that, if I do not provide a taxpayer identification number to the Exchange
Agent, 31% of all reportable payments made to me will be withheld until I
provide a certified taxpayer identification number.
- --------------------------------------------- -------------------------, 1999
Signature Date
- ---------------------------------------------
Name (Please Print)
15
<PAGE> 16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<C> <S> <C>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF-
1. An individual account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
4. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not legal or The actual owner(1)
valid trust under state law.
5. Sole proprietorship The owner(3)
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF-
6. A valid trust, estate, or pension trust The legal entity(4)
7. Corporate account The corporation
8. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
9. Partnership account The partnership
10. A broker or registered nominee The broker nominee
11. Account with the Department of Agriculture in The public entity
the name of a public entity (such as a state or
local government, school district, or prison)
that receives agricultural program payments
</TABLE>
- ---------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
16
<PAGE> 17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Note: Section references are to the Internal Revenue Code unless otherwise
noted.
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and persons registered under the Investment Advisors Act
of 1940 who regularly act as brokers are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except a corporation
(other than certain hospitals described in Regulations section 1.6041-3(c)) that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (1) through (5) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7), if the account satisfies the
requirements of section 401(f)(2).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political sub-divisions, agencies or
instrumentalities.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc. Nominee List.
(15) A trust exempt from tax under section 664 or described in Section 4947.
Payments of dividends and patronage dividends that generally are exempt from
backup withholding include the following: - Payments to nonresident aliens
subject to withholding under section
1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident alien partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest that generally are exempt from backup withholding include
the following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Payments of mortgage interest to you.
Exempt payees described above should file substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM AND CHECK
THE BOX IN PART 2, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE
A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE
WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN
STATUS).
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations promulgated thereunder.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your correct taxpayer identification number to a requester, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 18
THE DEALER MANAGERS FOR THE EXCHANGE OFFERS AND CONSENT SOLICITATION ARE:
<TABLE>
<S> <C>
MORGAN STANLEY DEAN WITTER CREDIT SUISSE FIRST BOSTON
1585 Broadway, Second Floor Eleven Madison Avenue
New York, NY 10036 New York, NY 10010
Attn: Liability Management Group Attn: Liability Management Group
(800) 624-1808 (800) 820-1653
</TABLE>
Any questions concerning the terms
of the Exchange Offers may be directed to the Dealer Managers.
THE INFORMATION AGENT FOR THE EXCHANGE OFFERS AND CONSENT SOLICITATION IS:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
Any questions concerning tender procedures or requests for additional copies of
this
document may be directed to the Information Agent.
<PAGE> 1
EXHIBIT 99.2
LETTER TO DTC PARTICIPANTS MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
[$ ]
EXCHANGE OFFERS AND CONSENT SOLICITATION
OUTSTANDING DEBT SECURITIES OF TENNECO INC.
(TO BE RENAMED TENNECO AUTOMOTIVE INC.)
EXCHANGED FOR
NEW DEBT SECURITIES OF TENNECO PACKAGING INC.
(TO BE RENAMED)
EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (THE "EXPIRATION TIME") OR
EARLIER TERMINATED.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY, ON
, 1999, UNLESS EXTENDED (THE "EARLY EXCHANGE
TIME") OR EARLIER TERMINATED. HOLDERS MUST TENDER BEFORE THE EARLY EXCHANGE TIME
TO BE ELIGIBLE TO RECEIVE $1,000 PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES
FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES, AS DESCRIBED BELOW.
HOLDERS WHO TENDER AFTER THE EARLY EXCHANGE TIME BUT BEFORE THE APPLICABLE
EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY [$ ] PRINCIPAL AMOUNT
OF APPLICABLE NEW SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL
SECURITIES, AS DESCRIBED BELOW.
TENDERED SECURITIES MAY BE WITHDRAWN AND CONSENTS MAY BE REVOKED AT ANY TIME
BEFORE THE EARLIER OF (1) THE EARLY EXCHANGE TIME AND (2) 5:00 P.M., NEW YORK
CITY TIME, ON THE DATE THAT TENNECO PUBLICLY ANNOUNCES IT HAS RECEIVED THE
REQUIRED CONSENTS, AS DESCRIBED BELOW.
To DTC Participants, Including Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Tenneco Inc., a Delaware corporation ("Tenneco"),
to act as Dealer Managers in connection with the offers to exchange, upon the
terms and subject to the conditions set forth in the Prospectus and Consent
Solicitation of Tenneco and Tenneco Packaging Inc. (to be renamed), a Delaware
corporation ("Packaging"), dated , 1999 (the
"Prospectus"), and in the related Letter of Consent/Transmittal enclosed
herewith (the "Letter of Transmittal"), up to [$ ] aggregate principal
amount of newly issued debt securities (the "New Securities") of Packaging for
any and all of the [$ ] aggregate principal amount of certain
outstanding securities issued by Tenneco (the "Original Securities") described
herein (each such offer is referred to individually as an "Exchange Offer" and
collectively as the "Exchange Offers"). In connection with the Exchange Offers,
Tenneco is soliciting consents ("Consents") to amendments to the indenture under
which Tenneco issued the Original Securities
<PAGE> 2
(the "Proposed Amendments") that would eliminate the restrictions on Tenneco's
operations currently included in that indenture (the "Consent Solicitation").
For each $1,000 principal amount of Original Securities validly tendered
and accepted for exchange, Tenneco is offering (1) $1,000 principal amount of
the corresponding series of Packaging's New Securities if the Original
Securities are validly tendered before the Early Exchange Time, as shown in the
applicable column of the table below, or (2) [$ ] principal amount of the
corresponding series of Packaging's New Securities if the Original Securities
are validly tendered after the Early Exchange Time but before the applicable
Expiration Time, as shown in the applicable column of the table below. Tenneco
will, however, only issue New Securities with principal amounts of $1,000 or
integral multiples of $1,000. Tenneco will: (1) aggregate the New Securities to
which the exchanging registered holder would otherwise be entitled; (2) round
this amount down to the nearest $1,000 and issue New Securities to the
exchanging registered holder in the rounded amount; and (3) compensate the
exchanging registered holder for this rounding by paying cash in an amount equal
to the principal amount of the fractional New Security.
<TABLE>
<CAPTION>
FOR EACH: EXCHANGING HOLDERS WILL RECEIVE
----------------------- THE FOLLOWING AMOUNT OF PACKAGING'S NEW SECURITIES:
AGGREGATE $1,000 PRINCIPAL AMOUNT ---------------------------------------------------------------------------------
PRINCIPAL OF TENNECO'S ORIGINAL IF ORIGINAL SECURITIES ARE VALIDLY IF ORIGINAL SECURITIES ARE VALIDLY
AMOUNT SECURITIES TENDERED BEFORE THE EARLY EXCHANGE TIME TENDERED AFTER THE EARLY EXCHANGE TIME*
- --------- ----------------------- --------------------------------------- ---------------------------------------
<S> <C> <C> <C>
[To come]
</TABLE>
- ---------------
* The valid tender must be received before the applicable expiration time.
If a holder tenders after the Early Exchange Time, the holder could become
entitled to a cash payment in lieu of any fractional interest in the New
Securities. Because Tenneco will aggregate the New Securities to which a
tendering registered holder is entitled before making any such cash payment,
registered holders should, in that case, submit a separate tender for each of
their beneficial owners. THIS SHOULD BE DONE ONLY IF A TENDER IS BEING MADE
AFTER THE EARLY EXCHANGE TIME.
Tenneco will also pay accrued but unpaid interest on Original Securities
exchanged through the date Tenneco accepts them for exchange. If, however,
Tenneco accepts for exchange any particular series of Original Securities after
an interest record date for that series and on or before the related interest
payment date, accrued but unpaid interest will instead be paid to the holder of
those Original Securities as of the record date (if different from the tendering
holder).
ANY NEW SECURITIES ISSUED IN EXCHANGE FOR ORIGINAL SECURITIES WILL BE
ISSUED ONLY IN BOOK-ENTRY FORM THROUGH THE DEPOSITORY TRUST COMPANY ("DTC"),
WHICH MEANS THAT NO EXCHANGING HOLDER WILL RECEIVE CERTIFICATES EVIDENCING ANY
NEW SECURITIES.
Subject to the terms and conditions of each Exchange Offer and the Consent
Solicitation and applicable law, Tenneco will make payment for the Original
Securities accepted for exchange by depositing with The Chase Manhattan Bank, as
exchange agent (the "Exchange Agent"): (1) New Securities (in book-entry form);
(2) cash for any fractional interest in New Securities; and (3) cash for the
payment of any applicable accrued but unpaid interest on Original Securities.
This will occur on the first New York Stock Exchange trading day after Tenneco
accepts the related Original Securities for exchange. The Exchange Agent will
act as agent for the tendering holders for the purpose of receiving payments
and/or New Securities (in book-entry form) from Tenneco and then delivering
payments and/or New Securities (in book-entry form) to or at the
2
<PAGE> 3
direction of those holders. The Exchange Agent will make this delivery on the
same day Tenneco deposits payment for the related Original Securities, or as
soon thereafter as practicable.
For your information and for forwarding to your clients for whom you hold
Original Securities registered in your name or in the name of your nominee or
who hold Original Securities registered in their own names, we are enclosing the
following documents:
1. The Prospectus;
2. The Letter of Transmittal to be used by holders of Original Securities
to tender their Original Securities and to Consent to the Proposed
Amendments and the execution of a supplemental indenture relating
thereto (as described in the Prospectus);
3. A form of letter which may be sent to your clients for whose accounts
you hold Original Securities in your name or in the name of your
nominees with space provided for obtaining such clients' instructions
with regard to the Exchange Offers and Consent Solicitation.
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
5. A return envelope addressed to the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
PROMPTLY.
IMPORTANT: A PROPERLY COMPLETED LETTER OF TRANSMITTAL (OR A FACSIMILE
THEREOF) OR A PROPERLY TRANSMITTED "AGENT'S MESSAGE" (AS DESCRIBED IN THE
PROSPECTUS), TOGETHER WITH THE ORIGINAL SECURITIES AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EARLY EXCHANGE
TIME WITH RESPECT TO HOLDERS WISHING TO RECEIVE $1,000 PRINCIPAL AMOUNT OF
APPLICABLE NEW SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL
SECURITIES AND ACCRUED INTEREST. A PROPERLY COMPLETED LETTER OF TRANSMITTAL (OR
A FACSIMILE THEREOF) OR PROPERLY TRANSMITTED AGENT'S MESSAGE, TOGETHER WITH THE
ORIGINAL SECURITIES AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE APPLICABLE EXPIRATION TIME WITH RESPECT TO HOLDERS
WISHING TO RECEIVE ONLY [$___] PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES FOR
EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES, ACCRUED INTEREST AND ANY
APPLICABLE PAYMENT FOR THE FRACTIONAL INTEREST IN THE NEW SECURITY.
Holders of Original Securities who desire to accept an Exchange Offer in
respect of their Original Securities must Consent to the Proposed Amendments and
the execution of the related supplemental indenture with respect to those
Original Securities. The Proposed Amendments and supplemental indenture are
described in the Prospectus under the caption "The Proposed Amendments."
CONSUMMATION OF THE EXCHANGE OFFERS AND CONSENT SOLICITATION IS CONDITIONED
UPON, AMONG OTHER THINGS, SATISFACTION OR TENNECO'S WAIVER OF THE FOLLOWING
CONDITIONS: (1) RECEIPT BY TENNECO OF THE REQUIRED CONSENTS TO AMEND THE
INDENTURE UNDER WHICH TENNECO ISSUED THE ORIGINAL SECURITIES (AS DESCRIBED IN
THE PROSPECTUS); (2) ANY AND ALL CONDITIONS TO TENNECO'S CONCURRENT CASH TENDER
OFFERS (AS DESCRIBED IN THE PROSPECTUS); AND (3) ANY AND ALL CONDITIONS TO
TENNECO'S PLANNED SPIN-OFF OF PACKAGING TO ITS PUBLIC STOCKHOLDERS (AS DESCRIBED
IN THE PROSPECTUS).
In order to take advantage of the Exchange Offers, a duly executed and
properly completed Letter of Transmittal and any signature guarantees, or a
properly transmitted agent's message, should be delivered to the Exchange Agent,
and certificates representing the tendered Original Securities (or confirmations
of book-entry transfer) should be delivered to the Exchange Agent, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.
Neither Tenneco nor Packaging will pay any fees or commissions to any
broker, dealer or other person in connection with the solicitation of tenders of
Original Securities and Consents pursuant to the Exchange Offers and Consent
Solicitation, except for the Dealer Managers, Information Agent and Exchange
Agent as identified and described in the Prospectus. Tenneco will, however,
reimburse brokers, dealers, commercial banks and trust companies for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
Tenneco will pay or cause to be paid all transfer taxes, if any, with
respect to the sale and transfer of any Original Securities to it pursuant to
the Exchange Offers, except as otherwise provided in Instruction 5 of the Letter
of Transmittal.
3
<PAGE> 4
Questions and requests for assistance should be addressed to either of the
Dealer Managers at the addresses and telephone numbers set forth on the back
cover page of the enclosed Prospectus. Requests for additional copies of the
enclosed materials should be directed to Georgeson & Company Inc., as
Information Agent, at its address and telephone number set forth on the back
cover page of the enclosed Prospectus. Such additional copies will be furnished
promptly at Tenneco's expense.
Very truly yours,
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS IS INTENDED TO
CONSTITUTE YOU OR ANY PERSON THE AGENT OF TENNECO, PACKAGING, MORGAN STANLEY
DEAN WITTER, CREDIT SUISSE FIRST BOSTON, THE EXCHANGE AGENT, THE INFORMATION
AGENT OR ANY OF THEIR AFFILIATES OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE
ANY STATEMENT ON THEIR BEHALF OTHER THAN STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL OR USE ANY DOCUMENTS IN CONNECTION WITH
THE EXCHANGE OFFERS OR CONSENT SOLICITATION OTHER THAN FOR THE PURPOSES
DESCRIBED HEREIN.
4
<PAGE> 1
EXHIBIT 99.3
LETTER TO BENEFICIAL HOLDERS
[$ ]
EXCHANGE OFFERS AND CONSENT SOLICITATION
OUTSTANDING DEBT SECURITIES
OF
TENNECO INC.
(TO BE RENAMED TENNECO AUTOMOTIVE INC.)
EXCHANGED FOR
NEW DEBT SECURITIES OF
TENNECO PACKAGING INC. (TO BE RENAMED)
EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (THE "EXPIRATION TIME") OR
EARLIER TERMINATED.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY, ON
, 1999, UNLESS EXTENDED ("THE EARLY EXCHANGE
TIME") OR EARLIER TERMINATED. HOLDERS MUST TENDER BEFORE THE EARLY EXCHANGE TIME
TO BE ELIGIBLE TO RECEIVE $1,000 PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES
FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES, AS DESCRIBED BELOW.
HOLDERS WHO TENDER AFTER THE EARLY EXCHANGE TIME BUT BEFORE THE APPLICABLE
EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY [$ ] PRINCIPAL AMOUNT
OF APPLICABLE NEW SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL
SECURITIES, AS DESCRIBED BELOW.
TENDERED SECURITIES MAY BE WITHDRAWN AND CONSENTS MAY BE REVOKED AT ANY TIME
BEFORE THE EARLIER OF (1) THE EARLY EXCHANGE TIME AND (2) 5:00 P.M., NEW YORK
CITY TIME, ON THE DATE THAT TENNECO PUBLICLY ANNOUNCES IT HAS RECEIVED THE
REQUIRED CONSENTS, AS DESCRIBED BELOW.
[ ,] 1999
To Our Clients:
Enclosed for your consideration are a Prospectus and Consent Solicitation
of Tenneco Inc., a Delaware corporation ("Tenneco"), and Tenneco Packaging Inc.
(to be renamed), a Delaware corporation ("Packaging"), dated [ ],
1999 (the "Prospectus"), and the related Letter of Consent/Transmittal (the
"Letter of Transmittal"). These documents relate to:
- the offers by Tenneco to exchange, upon the terms and subject to the
conditions set forth in the Prospectus and in the Letter of Transmittal,
up to [$ ] aggregate principal amount of newly issued debt
securities (the "New Securities") of Packaging for any and all of the
[$ ] aggregate principal amount of certain outstanding debt
securities issued by Tenneco (the "Original Securities") described herein
(each such offer is referred to individually as an "Exchange Offer" and
collectively as the "Exchange Offers"); and
<PAGE> 2
- in connection with the Exchange Offers, Tenneco's solicitation of
consents (the "Consent Solicitation") to amendments to the indenture
under which Tenneco issued the Original Securities that would eliminate
the restrictions on Tenneco's operations currently included in that
indenture (the "Proposed Amendments").
For each $1,000 principal amount of Original Securities validly tendered
and accepted for exchange, Tenneco is offering (1) $1,000 principal amount of
the corresponding series of Packaging's New Securities if the Original
Securities are validly tendered before the Early Exchange Time, as shown in the
applicable column of the table below, or (2) [$ ] principal amount of New
Securities if the Original Securities are validly tendered after the Early
Exchange Time but before the applicable Expiration Time, as shown in the
applicable column of the table below. Tenneco will, however, only issue New
Securities with principal amounts of $1,000 or integral multiples of $1,000.
Tenneco will: (1) aggregate the New Securities to which a tendering registered
holder would otherwise be entitled; (2) round this amount down to the nearest
$1,000 and issue New Securities to that holder in the rounded amount; and (3)
compensate that holder for this rounding by paying cash in an amount equal to
the principal amount of the fractional New Security.
<TABLE>
<CAPTION>
EXCHANGING HOLDERS WILL RECEIVE THE FOLLOWING
PRINCIPAL AMOUNT OF
FOR EACH: PACKAGING'S NEW SECURITIES:
----------------------- --------------------------------------------------------
AGGREGATE $1,000 PRINCIPAL AMOUNT IF ORIGINAL SECURITIES IF ORIGINAL SECURITIES
PRINCIPAL OF TENNECO'S ORIGINAL ARE VALIDLY TENDERED BEFORE ARE VALIDLY TENDERED AFTER
AMOUNT SECURITIES THE EARLY EXCHANGE TIME THE EARLY EXCHANGE TIME*
- --------- ----------------------- --------------------------- --------------------------
<S> <C> <C> <C>
[to come]
</TABLE>
- ---------------
* The valid tender must be received before the applicable Expiration Time.
Tenneco will also pay accrued but unpaid interest on Original Securities
exchanged through the date Tenneco accepts them for exchange. If, however,
Tenneco accepts for exchange any particular series of Original Securities after
an interest record date for that series and on or before the related interest
payment date, accrued but unpaid interest will instead be paid to the holder of
those Original Securities as of the record date (if different from the tendering
holder).
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER ORIGINAL SECURITIES HELD BY US FOR YOUR ACCOUNT
OR TO CONSENT TO THE PROPOSED AMENDMENTS (A "CONSENT").
ANY NEW SECURITIES ISSUED IN EXCHANGE FOR ORIGINAL SECURITIES WILL BE
ISSUED ONLY IN BOOK-ENTRY FORM THROUGH THE DEPOSITORY TRUST COMPANY ("DTC"),
WHICH MEANS THAT NO EXCHANGING HOLDER WILL RECEIVE CERTIFICATES EVIDENCING ANY
NEW SECURITIES.
We are the registered holder of Original Securities held for your account.
A tender of these securities can be made and a Consent to the Proposed
Amendments described in the Prospectus may be given only by us as the registered
holder and pursuant to your instructions.
We request that you advise us whether you wish us to tender and to deliver
a Consent to the Proposed Amendments with respect to any or all of the Original
Securities held by us for your account, upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to execute the Letter of Transmittal and tender your Original
Securities and Consent to the Proposed Amendments on your behalf in accordance
with the terms of the Exchange Offers and Consent Solicitation. THE DEADLINE FOR
HOLDERS TO QUALIFY TO RECEIVE $1,000 PRINCIPAL AMOUNT OF APPLICABLE NEW
SECURITIES FOR EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES IS 5:00 P.M.,
NEW YORK CITY TIME, ON [ ], 1999, UNLESS EXTENDED OR EARLIER
TERMINATED.
If we tender your Original Securities after the Early Exchange Time, you
could become entitled to a cash payment in lieu of any fractional interest in
New Securities. Because Tenneco will aggregate the New Securities to which a
tendering registered holder is entitled before making any such cash payment, we
must in that case submit a separate tender for you. If we fail to do this, you
may not receive this cash payment.
2
<PAGE> 3
Your attention is directed to the following:
1. Subject to the terms and conditions of each Exchange Offer and the
Consent Solicitation and applicable law, Tenneco will make payment for the
Original Securities accepted for exchange by depositing with The Chase Manhattan
Bank, as exchange agent (the "Exchange Agent"): (1) New Securities (in book-
entry form); (2) cash for any fractional New Securities; and (3) cash for the
payment of any applicable accrued but unpaid interest on Original Securities.
This will occur on the first New York Stock Exchange trading day after Tenneco
accepts the related Original Securities for exchange. The Exchange Agent will
act as agent for the tendering holders for the purpose of receiving payments
and/or New Securities (in book-entry form) from Tenneco and then delivering
payments and/or New Securities (in book-entry form) to or at the direction of
those holders. The Exchange Agent will make this delivery on the same day
Tenneco deposits payment for the related Original Securities, or as soon
thereafter as practicable.
2. Packaging is currently owned by Tenneco. Tenneco intends to spin-off
Packaging to its public stockholders. Upon completion of the spin-off, Packaging
will become an independent, publicly held company engaged in Tenneco's current
packaging businesses. The Exchange Offers are one component of a plan to realign
Tenneco's debt before the spin-off.
3. Each Exchange Offer will expire at 5:00 p.m., New York City time, on
[ ], 1999, unless extended or earlier terminated. The Consent
Solicitation will expire at 5:00 p.m., New York City time, on [ ],
1999, unless extended or earlier terminated. Consummation of the Exchange Offers
and Consent Solicitation is conditioned upon, among other things, satisfaction
or Tenneco's waiver of the following conditions: (1) receipt by Tenneco of the
required consents to amend the indenture under which Tenneco issued the Original
Securities (as described in the Prospectus); (2) any and all conditions to
Tenneco's concurrent cash tender offers (as described in the Prospectus); and
(3) any and all conditions to the spin-off (as described in the Prospectus).
4. Holders of Original Securities who desire to accept an Exchange Offer in
respect of their Original Securities must Consent to the Proposed Amendments
with respect to those Original Securities. The valid tender of any Original
Securities will automatically constitute a Consent to the Proposed Amendments
with respect to those Original Securities. The Proposed Amendments would
eliminate the restrictions on Tenneco's operations currently included in the
indenture under which Tenneco issued the Original Securities. This includes
eliminating a covenant that might, if held to apply to the spin-off, otherwise
require Packaging to become the obligor of the Original Securities (the
application of which Tenneco and Packaging believe is uncertain in these
circumstances).
5. If you desire to receive $1,000 principal amount of applicable New
Securities for each $1,000 principal amount of Original Securities and accrued
interest, we must receive your instructions in ample time to permit us to effect
a tender of Original Securities and delivery of a related Consent on your behalf
before the Early Exchange Time, which is 5:00 p.m., New York City time, on
[ ], 1999, unless extended or earlier terminated.
6. If you desire to tender any Original Securities and receive only [$ ]
principal amount of applicable New Securities for each $1,000 principal amount
of Original Securities, accrued interest and any applicable payment for the
fractional New Security, we must receive your instructions in ample time to
permit us to effect a tender of Original Securities on your behalf before the
applicable Expiration Time. See above regarding the procedures for payment of
cash in lieu of fractional interests in New Securities.
7. Tenders of Original Securities may only be withdrawn (and Consents
thereby may only be revoked) before the earlier of (1) the Early Expiration Time
and (2) 5:00 p.m., New York City time, on the date that Tenneco publicly
announces it has received the required consents to amend the indenture under
which Tenneco issued the Original Securities.
8. Any transfer taxes with respect to the sale and transfer of any Original
Securities pursuant to the Exchange Offers will be paid by Tenneco, except as
otherwise provided in Instruction 5 of the Letter of Transmittal.
3
<PAGE> 4
If you wish to have us tender any or all of your Original Securities and
Consent to the Proposed Amendments, please complete, detach and return to us the
instruction form set forth below. An envelope to return your instructions is
enclosed. Your instructions should be forwarded to us in ample time to permit us
to submit a tender and Consent on your behalf by the Early Exchange Time or
applicable Expiration Time, as the case may be.
Exchange Offers are not being made to, and Consents are not being solicited
from (nor will tenders of Original Securities be accepted from or on behalf of),
holders in any jurisdiction in which the Exchange Offers or Consent
Solicitation, or the acceptance thereof, would not be in compliance with the
laws of that jurisdiction. However, Tenneco may, in its sole discretion, take
such action as it may deem necessary to make the Exchange Offers and solicit
Consents in any such jurisdiction, and may extend the Exchange Offers to, and
solicit Consents from, holders in that jurisdiction.
4
<PAGE> 5
INSTRUCTION WITH RESPECT TO EXCHANGE OFFERS
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus of Tenneco and Packaging dated [ ], 1999, and the
related Letter of Transmittal in connection with the Exchange Offers and Consent
Solicitation by Tenneco.
This will instruct you to: (a) tender the Original Securities indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal; and (b) Consent to the Proposed Amendments and the execution of a
supplemental indenture relating thereto with respect to the Original Securities
tendered, as described in the Prospectus.
- ------------------------------------------------------
Signature
- ------------------------------------------------------
Name (Please Print)
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
Address
- ------------------------------------------------------
Daytime Phone
- ------------------------------------------------------
Dated
- ------------------------------------------------------
Signature
(If more than one account holder)
- ------------------------------------------------------
Name (Please Print)
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
Address
- ------------------------------------------------------
Daytime Phone
- ------------------------------------------------------
Dated
Type of Original Securities to be tendered
and as to which Consent is given:
<TABLE>
<CAPTION>
ORIGINAL SECURITY BEING TENDERED (CHECK ONLY ONE*): PRINCIPAL AMOUNT TENDERED**
--------------------------------------------------- ---------------------------
<S> <C>
[ ]
[ ]
[ ] [TO COME]
[ ]
[ ]
[ ]
[ ]
</TABLE>
- ------------------------
* A separate instruction must be completed for each type of Original Security
tendered.
** The tender of Original Securities will constitute a Consent to the Proposed
Amendments and the execution of a supplemental indenture relating thereto, as
described in the Prospectus.
5
<PAGE> 1
EXHIBIT 99.4
LETTER TO HOLDERS MORGAN STANLEY DEAN WITTER
OF PHYSICAL SECURITIES CREDIT SUISSE FIRST BOSTON
[$ ]
EXCHANGE OFFERS AND CONSENT SOLICITATION
OUTSTANDING DEBT SECURITIES OF TENNECO INC.
(TO BE RENAMED TENNECO AUTOMOTIVE INC.)
EXCHANGED FOR
NEW DEBT SECURITIES OF TENNECO PACKAGING INC.
(TO BE RENAMED)
EACH OF THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (THE "EXPIRATION TIME") OR
EARLIER TERMINATED.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY, ON
, 1999, UNLESS EXTENDED ("THE EARLY EXCHANGE
TIME") OR EARLIER TERMINATED. HOLDERS MUST TENDER BEFORE THE EARLY EXCHANGE TIME
TO BE ELIGIBLE TO RECEIVE $1,000 PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES
FOR EACH $1,000 PRINCIPAL AMOUNT OF THE CORRESPONDING SERIES OF APPLICABLE
ORIGINAL SECURITIES, AS DESCRIBED BELOW. HOLDERS WHO TENDER AFTER THE EARLY
EXCHANGE TIME BUT BEFORE THE APPLICABLE EXPIRATION TIME WILL BE ELIGIBLE TO
RECEIVE ONLY [$ ] PRINCIPAL AMOUNT OF APPLICABLE NEW SECURITIES FOR
EACH $1,000 PRINCIPAL AMOUNT OF ORIGINAL SECURITIES, AS DESCRIBED BELOW.
TENDERED SECURITIES MAY BE WITHDRAWN AND CONSENTS MAY BE REVOKED AT ANY TIME
BEFORE THE EARLIER OF (1) THE EARLY EXCHANGE TIME AND (2) 5:00 P.M., NEW YORK
CITY TIME, ON THE DATE THAT TENNECO PUBLICLY ANNOUNCES IT HAS RECEIVED THE
REQUIRED CONSENTS, AS DESCRIBED BELOW.
, 1999
To Holders of Physical Securities:
We have been appointed by Tenneco Inc., a Delaware corporation ("Tenneco"),
to act as Dealer Managers in connection with the offers to exchange, upon the
terms and subject to the conditions set forth in the Prospectus and Consent
Solicitation of Tenneco and Tenneco Packaging Inc. (to be renamed), a Delaware
corporation ("Packaging"), dated , 1999 (the "Prospectus"), and in the
related Letter of Consent/Transmittal enclosed herewith (the "Letter of
Transmittal"), up to [$ ] aggregate principal amount of newly issued
debt securities (the "New Securities") of Packaging for any and all of the
[$ ] aggregate principal amount of certain outstanding securities
issued by Tenneco (the "Original Securities") described herein (each such offer
is referred to individually as an "Exchange Offer" and collectively as the
"Exchange Offers"). In connection with the Exchange Offers, Tenneco is
soliciting consents ("Consents") to amendments to the indenture under which
Tenneco issued the Original Securities
<PAGE> 2
that would eliminate the restrictions on Tenneco's operations currently included
in that indenture (the "Consent Solicitation").
For each $1,000 principal amount of Original Securities validly tendered
and accepted for exchange, Tenneco is offering (1) $1,000 principal amount of
the corresponding series of Packaging's New Securities if you validly tender
your Original Securities before the Early Exchange Time, as shown in the
applicable column of the table below, or (2) [$ ] principal amount of the
corresponding series of Packaging's New Securities if you validly tender your
Original Securities after the Early Exchange Time but before the applicable
Expiration Time, as shown in the applicable column of the table below. Tenneco
will only issue New Securities with principal amounts of $1,000 or integral
multiples of $1,000. Tenneco will: (1) aggregate the New Securities to which you
would otherwise be entitled; (2) round this amount to the nearest $1,000 and
issue New Securities in the rounded amount; and (3) compensate you for this
rounding by paying cash in an amount equal to the principal amount of the
fractional New Security.
<TABLE>
<CAPTION>
YOU WILL RECEIVE THE FOLLOWING PRINCIPAL AMOUNT
OF PACKAGING'S NEW SECURITIES:
FOR EACH: -----------------------------------------------------
----------------------- IF YOU VALIDLY TENDER THE IF YOU VALIDLY TENDER THE
AGGREGATE $1,000 PRINCIPAL AMOUNT ORIGINAL SECURITIES ORIGINAL SECURITIES
PRINCIPAL OF TENNECO'S ORIGINAL BEFORE THE EARLY AFTER THE EARLY
AMOUNT SECURITIES EXCHANGE TIME EXCHANGE TIME*
- --------- ----------------------- ------------------------- -------------------------
<S> <C> <C> <C>
[To come]
</TABLE>
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* The valid tender must be received before the applicable Expiration Time.
Tenneco will also pay accrued but unpaid interest on Original Securities
exchanged through the date Tenneco accepts them for exchange. If, however,
Tenneco accepts for exchange any particular series of Original Securities after
an interest record date for that series and on or before the related interest
payment date, accrued but unpaid interest will instead be paid to the holder of
those Original Securities as of the record date (if different from the tendering
holder).
ANY NEW SECURITIES ISSUED TO YOU IN EXCHANGE FOR YOUR ORIGINAL SECURITIES
WILL BE ISSUED ONLY IN BOOK-ENTRY FORM THROUGH THE DEPOSITORY TRUST COMPANY
("DTC"), WHICH MEANS THAT YOU WILL NOT RECEIVE A CERTIFICATE EVIDENCING ANY NEW
SECURITIES THAT ARE ISSUED TO YOU.
Subject to the terms and conditions of each Exchange Offer and the Consent
Solicitation and applicable law, Tenneco will make payment for the Original
Securities accepted for exchange by depositing with The Chase Manhattan Bank, as
exchange agent (the "Exchange Agent"): (1) New Securities (in book-entry form);
(2) cash for any fractional interest in New Securities; and (3) cash for the
payment of any applicable accrued but unpaid interest on Original Securities.
This will occur on the first New York Stock Exchange trading day after Tenneco
accepts the related Original Securities for exchange. The Exchange Agent will
act as agent for the tendering holders for the purpose of receiving payments
and/or New Securities (in book-entry form) from Tenneco and then delivering
payments and/or New Securities (in book-entry form) to or at the direction of
those holders. The Exchange Agent will make this delivery on the same day
Tenneco deposits payment for the related Original Securities, or as soon
thereafter as practicable.
For your information, we are enclosing the following documents:
1. The Prospectus;
2. The Letter of Transmittal to be used by you to tender your Original
Securities and to Consent to the proposed amendments (as described in
the Prospectus);
3. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
4. A return envelope addressed to the Exchange Agent.
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If you decide to tender any or all of the Original Securities that you hold
in the Exchange Offers, you must complete the accompanying Letter of Transmittal
and send it, with any other required documents, to the Exchange Agent at one of
the addresses indicated on the front of the Letter of Transmittal, in compliance
with the procedures described in the Prospectus and in the Letter of
Transmittal. To receive your New Securities in book-entry form, you will need to
contact a broker, dealer, commercial bank, trust company or other nominee in
order to provide the necessary DTC account information on the Letter of
Transmittal (see Instruction 1 of the Letter of Transmittal) and inform them
that delivery of the New Securities will be made through a DTC deposit
transaction. Failure to provide the necessary account information may result in
your tender being rejected or may cause a delay in confirmation of your New
Securities, as well as a delay in payment for any fractional interest in New
Securities or accrued but unpaid interest on your Original Securities that are
exchanged. The Letter of Transmittal requires you to provide other information
as well, so please be sure to follow the instructions carefully.
Questions and requests for assistance should be addressed to either of the
Dealer Managers at the addresses and telephone numbers set forth on the back
cover page of the enclosed Prospectus. Requests for additional copies of the
enclosed materials should be addressed to Georgeson & Company Inc., the
Information Agent for the Exchange Offers, at its address and telephone number
set forth on the back cover page of the enclosed Prospectus. Such additional
copies will be furnished promptly at Tenneco's expense.
Very truly yours,
MORGAN STANLEY DEAN WITTER
CREDIT SUISSE FIRST BOSTON
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