<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 333-10911
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EL PASO NATURAL GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4922 74-0608280
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
(IRS EMPLOYER
IDENTIFICATION NUMBER)
ONE PAUL KAYSER CENTER
100 NORTH STANTON STREET
EL PASO, TEXAS 79901
(915) 541-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRITTON WHITE, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
EL PASO NATURAL GAS COMPANY
ONE PAUL KAYSER CENTER
100 NORTH STANTON STREET
EL PASO, TEXAS 79901
(915) 541-3839
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
THEODORE R. TETZLAFF
GENERAL COUNSEL
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1144
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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.
---------------
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. [_]
---------------
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>
PRELIMINARY COPIES - SUBJECT TO COMPLETION - OCTOBER 21, 1996
DANA G. MEAD Tenneco
Chairman and 1275 King Street
Chief Executive OfficerGreenwich, Connecticut 06831
LOGO
[LOGO OF TENNECO INC. APPEARS HERE]
, 1996
Dear Tenneco Shareowner:
I invite you to attend a Special Meeting of Tenneco Shareowners on Monday,
December , 1996, at 10:00 a.m., local time, at Tenneco's executive offices
at 1275 King Street, Greenwich, Connecticut. At this important meeting, you
will be asked to approve a very significant reorganization, through which
Tenneco will be divided into three separate, publicly traded companies: (i)
New Tenneco Inc., which will be spun-off, renamed Tenneco Inc., and consist of
Tenneco's Automotive and Packaging businesses and its Administrative Services
business, (ii) Newport News Shipbuilding Inc., which will be spun-off and
consist of Tenneco's current Shipbuilding business, and (iii) El Paso Natural
Gas Company, which will include Tenneco Energy as a subsidiary.
As a Tenneco Common Shareowner, after the reorganization is completed you
will receive:
. One share of New Tenneco for every share of your current Tenneco shares.
. One share of Newport News for every five shares of your current Tenneco
shares.
. Shares in El Paso Natural Gas Company, which will be allocated based on a
formula more fully described in the attached Joint Proxy Statement--
Prospectus.
Tenneco Preferred Shareowners will receive common shares of El Paso Natural
Gas Company.
The Spin-Offs and Merger have been structured to be tax-free for federal
income tax purposes to Tenneco and its Shareowners. These transactions are
contingent upon Tenneco Shareowner approval and the receipt of a favorable
ruling from the IRS.
THE TENNECO BOARD HAS DETERMINED THAT THE TRANSACTION IS IN THE BEST
INTERESTS OF ITS SHAREOWNERS. THE BOARD HAS APPROVED THE TRANSACTION AND
RECOMMENDS THAT SHAREOWNERS APPROVE THE TRANSACTION BY EXECUTING AND RETURNING
THE ENCLOSED PROXY.
For the past few years, Tenneco has been undergoing a corporate
transformation from a diversified industrial corporation to a global
manufacturing company focused on its Automotive and Packaging businesses. This
process has produced a number of important milestones allowing Tenneco to
focus its strategic actions to maximize shareowner value--which has culminated
in the reorganization you are being asked to approve at this Special
Shareowners meeting.
This reorganization will enable the management of each of the three
businesses of the company to concentrate its attention and financial resources
on its respective core businesses and permit investors to make more focused
investment decisions based on the specific attributes of each business in its
respective industry. It will create a powerful New Tenneco--global
manufacturing in Automotive and Packaging with a strong balance sheet, high
growth potential, leading market positions and products, higher profitability,
and with a great potential for value creation. Going forward this New Tenneco
will have market leadership positions in these businesses with proven products
and unparalleled brand equity worldwide. It will have a unique opportunity to
take advantage of powerful demographic and economic trends worldwide--i.e. to
take advantage of current industry consolidation trend in the automotive parts
industry where both Walker and Monroe are already leaders, and in the
packaging industry where many of Tenneco's products, such as Hefty(R) and One
Zip(R) are also leaders along with its other innovative products.
<PAGE>
In Newport News Shipbuilding the Tenneco Shareowner will own the nation's
largest and most profitable privately owned shipyard; the only one capable of
building the Navy's nuclear powered aircraft carriers, the only non-Naval
shipyard capable of refueling and overhauling the Navy's nuclear powered
aircraft carriers, and one of only two shipyards capable of building the
Navy's nuclear powered submarines.
With the merger of Tenneco Energy and El Paso, you will have an investment
in one of the nation's largest natural gas companies, with coast-to-coast
access to all of the nation's major markets, critical mass in non-regulated
operations and an expanded international presence.
The purpose of the Special Meeting is to approve and adopt the definitive
agreements providing for the Merger and the Spin-Offs and to approve certain
related actions. The Merger and the Spin-Offs are distinct parts of one
combined Transaction that you are being asked to approve as a whole. Please
read carefully the enclosed Joint Proxy Statement--Prospectus for a more
complete description of the terms of the proposed transaction.
This is the key event in the five-year long transformation of Tenneco from
an unfocused, slow growth conglomerate into a set of highly focused businesses
with substantial prospects for growth and value creation.
Whether or not you plan to attend the Special Meeting, please complete, sign
and date the enclosed proxy card and return it as promptly as possible in the
enclosed envelope. If you attend the Special Meeting in person, you may, if
you wish, vote personally on all matters brought before the Special Meeting
even if you have previously returned your proxy.
I appreciate your support in this important event.
Sincerely,
/s/ Dana G. Mead
Dana G. Mead
Chairman and Chief Executive Officer
<PAGE>
PRELIMINARY COPIES - SUBJECT TO COMPLETION - OCTOBER 21, 1996
TENNECO INC.
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 1996
TO THE STOCKHOLDERS OF TENNECO INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Tenneco
Inc., a Delaware corporation ("Tenneco"), will be held on December , 1996 at
10:00 a.m., local time (EST), at Tenneco's executive offices at 1275 King
Street, Greenwich, Connecticut, for the following purposes:
I. To consider and vote upon a single, unified proposal relating to the
proposed reorganization of Tenneco (the "Transaction"):
A. to approve and adopt the Distribution Agreement, dated as of ,
1996, as such may be amended, supplemented or modified from time to time
(the "Distribution Agreement"), among Tenneco, New Tenneco Inc., a Delaware
corporation and newly formed wholly owned subsidiary of Tenneco ("New
Tenneco"), and Newport News Shipbuilding Inc., a Delaware corporation
(formerly known as Tenneco InterAmerica Inc.) and wholly owned subsidiary
of Tenneco ("Newport News"), pursuant to which (i) Tenneco and its
subsidiaries will undertake various intercompany transfers and
distributions designed to restructure, divide and separate their existing
businesses and assets so that the assets, liabilities and operations of (A)
their automotive parts, packaging and administrative services businesses
are owned and operated by New Tenneco, and (B) their shipbuilding business
are owned and operated by Newport News, and (ii) Tenneco will subsequently
distribute (the "Distributions") pro rata to holders of Tenneco common
stock, par value $5.00 per share (the "Tenneco Common Stock"), all of the
outstanding common stock, $.01 par value per share, of New Tenneco and all
of the outstanding common stock, $.01 par value per share, of Newport News;
B. to approve and adopt the Agreement and Plan of Merger, dated as of
June 19, 1996, as such may be amended, supplemented or modified from time
to time (the "Merger Agreement"), among El Paso Natural Gas Company, a
Delaware corporation ("El Paso"), El Paso Merger Company, a Delaware
corporation and an indirect wholly owned subsidiary of El Paso ("El Paso
Subsidiary"), and Tenneco pursuant to which (i) El Paso Subsidiary will be
merged with and into Tenneco, which will then (as a result of the
Distributions) consist only of Tenneco's remaining active businesses,
including the transportation and marketing of natural gas, and its
discontinued operations, and (ii) shares of Tenneco stock (other than
shares of a new series of Tenneco junior preferred stock to be issued prior
to the Merger and certain preferred shares held by holders entitled to
demand and who properly demand appraisal of such shares) will be converted
into the right to receive shares of El Paso common stock, par value $3.00
per share, and possibly, in the case of holders of Tenneco Common Stock,
depositary shares representing interests in shares of a new series of El
Paso preferred stock, pursuant to formulas set forth in the Merger
Agreement and described more fully in the Joint Proxy Statement-Prospectus
that accompanies this Notice;
C. to approve the transactions contemplated by the Merger Agreement and
the Distribution Agreement; and
D. to approve an amendment (the "Charter Amendment") to the Certificate
of Incorporation of Tenneco, as amended, which will eliminate certain
relative rights and preferences of the junior preferred stock of Tenneco.
<PAGE>
II. To transact such other business including, without limitation, the
adjournment of the Special Meeting (including an adjournment of the Special
Meeting to obtain a quorum, solicit additional votes in favor of proposal I
and/or allow for the fulfillment of certain conditions precedent to the
Transaction) as may properly come before the Special Meeting or any
adjournments or postponements thereof.
The Distributions, Merger and Charter Amendment will each be voted upon
together as part of the Transaction and will not be effected separately
(although Tenneco may elect subsequently to proceed with one or more of the
transactions included in the Transaction which do not require stockholder
approval if the Transaction is not approved).
The Board of Directors of Tenneco has fixed the close of business on October
, 1996 as the record date for the determination of stockholders entitled to
notice of and to vote at the Special Meeting and any adjournments or
postponements thereof. A list of such stockholders will be available for
examination at the offices of Tenneco, located at 1275 King Street, Greenwich,
Connecticut, for a period of at least ten days prior to the Special Meeting.
A proxy and a Joint Proxy Statement-Prospectus (including as appendices
Information Statements regarding New Tenneco and Newport News) containing more
detailed information with respect to the matters to be considered at the
Special Meeting accompany this notice. A copy of the Distribution Agreement and
Merger Agreement in effect as of the date hereof are attached to the Joint
Proxy Statement-Prospectus as Appendices A and B, respectively.
By Order of the Board of Directors,
Karl A. Stewart
Secretary
Greenwich, Connecticut
October , 1996
IMPORTANT
All stockholders are cordially invited to attend the Special Meeting in
person.
Whether or not you plan to attend the Special Meeting in person, in order to
assure your representation at the meeting, you are urged to complete, sign and
date the enclosed proxy card, which is being solicited by the Board of
Directors, and promptly return it in the self-addressed return envelope
enclosed for that purpose. The envelope requires no postage if mailed in the
United States. Any stockholder who signs and sends in a proxy card may revoke
it at any time prior to the vote at the Special Meeting by following the
procedures set forth in the accompanying Joint Proxy Statement--Prospectus.
DO NOT SEND ANY STOCK
CERTIFICATES AT THIS TIME.
<PAGE>
PRELIMINARY COPIES - SUBJECT TO COMPLETION - OCTOBER 21, 1996
[LETTERHEAD OF EL PASO NATURAL GAS COMPANY APPEARS HERE]
, 1996
To the Stockholders of El Paso Natural Gas Company:
You are cordially invited to attend a Special Meeting of Stockholders of El
Paso Natural Gas Company ("El Paso") to be held on , , 1996 at
10:00 a.m. local time (MST) at The Sheraton Crescent Hotel, 2620 West Dunlap
Avenue, Phoenix, Arizona. At this important meeting, you will be asked to
approve the issuance by El Paso (the "Stock Issuance") of up to 23,894,862
shares of El Paso's common stock, par value $3.00 per share (the "El Paso
Common Stock"). The El Paso Common Stock will be issued in connection with the
transactions contemplated by the Agreement and Plan of Merger dated as of June
19, 1996, as such may be amended from time to time (the "Merger Agreement")
among El Paso, El Paso Merger Company, and Tenneco Inc. ("Tenneco"). Pursuant
to the Merger Agreement, Tenneco will distribute to its common stockholders
its automotive/packaging and shipbuilding businesses. Following these
distributions, an indirect wholly owned subsidiary of El Paso will merge (the
"Merger") with Tenneco, which at that time will consist of Tenneco's remaining
active and discontinued operations and businesses, including the
transportation and marketing of natural gas. As a result of the Merger, El
Paso will own 100% of the common equity and approximately 75% of the combined
equity value of Tenneco.
The consideration to be paid by El Paso in the Merger consists of (i) the
retention of approximately $2.65 billion of debt and preferred stock
obligations by Tenneco following the Merger, subject to certain adjustments,
(ii) the retention of liabilities related to certain discontinued businesses
of Tenneco estimated by El Paso at approximately $600 million, and (iii) the
issuance of approximately $750 million of El Paso equity securities, subject
to the formulas set forth in the Merger Agreement.
If the Stock Issuance is approved by El Paso's stockholders, existing common
stockholders and preferred stockholders of Tenneco (other than the holders of
one or more new series of junior preferred stock of Tenneco to be issued prior
to the Merger) will receive in the Merger on a tax-free basis shares of El
Paso Common Stock in exchange for their shares of Tenneco stock. If the Stock
Issuance is not approved by the stockholders of El Paso, the Merger is still
expected to be consummated, but existing common stockholders and preferred
stockholders of Tenneco (other than the holders of Tenneco junior preferred
stock issued prior to the Merger) will receive an aggregate of 7,000,000
shares of El Paso Common Stock plus depositary shares representing interests
in shares of a new series of preferred stock of El Paso.
The combination of El Paso and Tenneco's energy business will create one of
the nation's largest natural gas companies, with combined volumes of
approximately 18.4 billion cubic feet of gas per day, and will dramatically
expand the size and geographic scope of El Paso's operations. This transaction
will create a coast-to-coast pipeline system with access to all of the
nation's major markets and supply basins, providing diversification and
reducing El Paso's dependence on the California market, adding critical mass
to El Paso's expanding non-regulated operations, and positioning El Paso to
participate in the emerging deregulation of the United States electric
industry. In addition, the transaction will expand El Paso's international
operations and provide opportunities for further international growth.
Your Board of Directors has carefully considered the terms of the proposed
Merger and the effects of the Merger on the business and prospects of El Paso.
The investment banking firm of Donaldson, Lufkin & Jenrette has provided the
Board with an opinion, dated June 27, 1996, that, based upon the assumptions
and other matters set forth therein, the consideration to be paid by El Paso
pursuant to the Merger is fair to El Paso and its common stockholders from a
financial point of view.
<PAGE>
BASED ON THE FOREGOING, THE EL PASO BOARD HAS DETERMINED THAT THE MERGER IS
IN THE BEST INTERESTS OF EL PASO AND ITS STOCKHOLDERS. THE EL PASO BOARD HAS
APPROVED THE MERGER AND RECOMMENDS THAT STOCKHOLDERS APPROVE THE STOCK
ISSUANCE BY EXECUTING AND RETURNING THE ENCLOSED PROXY.
The enclosed Joint Proxy Statement-Prospectus contains detailed information
concerning the terms of the proposed transaction. WE URGE YOU TO READ THE
JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY.
Whether or not you plan to attend the Special Meeting, please complete, sign
and date the enclosed proxy card and return it as promptly as possible in the
enclosed envelope. If you attend the Special Meeting in person, you may, if
you wish, vote personally on all matters brought before the Special Meeting
even if you have previously returned your proxy.
Your interest and participation are appreciated.
Sincerely,
/s/ William A. Wise
William A. Wise
Chairman of the Board
and Chief Executive Officer
<PAGE>
PRELIMINARY COPIES - SUBJECT TO COMPLETION - OCTOBER 21, 1996
EL PASO NATURAL GAS COMPANY
ONE PAUL KAYSER CENTER
100 NORTH STANTON STREET
EL PASO, TEXAS 79901
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON , 1996
TO THE STOCKHOLDERS OF EL PASO NATURAL GAS COMPANY:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of El Paso
Natural Gas Company, a Delaware corporation ("El Paso"), will be held on
, 1996 at 10:00 a.m. local time (MST) at The Sheraton Crescent Hotel, 2620
West Dunlap Avenue, Phoenix, Arizona for the following purposes:
1. To consider and vote upon the proposed issuance by El Paso (the "Stock
Issuance") of up to 23,894,862 shares of El Paso's common stock, par value
$3.00 per share (the "El Paso Common Stock"), in connection with the
transactions contemplated by the Agreement and Plan of Merger, dated as of
June 19, 1996, as such may be amended from time to time (the "Merger
Agreement"), among El Paso, El Paso Merger Company, a Delaware corporation
and an indirect wholly owned subsidiary of El Paso ("El Paso Subsidiary"),
and Tenneco Inc., a Delaware corporation ("Tenneco"), pursuant to which El
Paso Subsidiary will be merged with and into Tenneco (the "Merger"); and
2. To transact such other business, including, without limitation, the
adjournment of the Special Meeting (including an adjournment of the Special
Meeting to obtain a quorum, to solicit additional votes in favor of
proposal 1 and/or to allow for the fulfillment of certain conditions
precedent to the Merger), as may properly come before the Special Meeting
or any adjournments or postponements thereof.
Under the rules of the New York Stock Exchange, Inc., on which the El Paso
Common Stock is listed, the Stock Issuance must be approved by the stockholders
of El Paso. If the Stock Issuance is approved by El Paso's stockholders, common
stockholders and preferred stockholders of Tenneco (other than holders of one
or more new series of Tenneco junior preferred stock to be issued between the
date hereof and the Merger) will receive in the Merger on a tax-free basis
shares of El Paso Common Stock in exchange for their shares of Tenneco stock
pursuant to formulas set forth in the Merger Agreement and described more fully
in the Joint Proxy Statement-Prospectus which accompanies this Notice. If the
Stock Issuance is not approved by the stockholders of El Paso, the Merger is
still expected to be consummated, but common stockholders and preferred
stockholders of Tenneco (other than holders of the new series of Tenneco junior
preferred stock) will receive an aggregate of 7,000,000 shares of El Paso
Common Stock plus depositary shares representing interests in shares of a new
series of preferred stock of El Paso, in each case pursuant to formulas set
forth in the Merger Agreement and described more fully in the Joint Proxy
Statement-Prospectus.
The Board of Directors of El Paso has fixed the close of business on ,
1996 as the record date for the determination of stockholders entitled to
notice of and to vote at the Special Meeting and any adjournments or
postponements thereof. A list of such stockholders will be available for
examination, during ordinary business hours, at the location of the Special
Meeting, for a period of at least ten days prior to the Special Meeting.
<PAGE>
A proxy card and a Joint Proxy Statement-Prospectus containing more detailed
information with respect to the matters to be considered at the Special
Meeting accompany this notice. Whether or not you plan to attend the Special
Meeting, please complete, date, sign and return the enclosed proxy card in
order for all of your shares of El Paso Common Stock to be voted by proxy. A
copy of the Merger Agreement in effect as of the date hereof is attached to
the Joint Proxy Statement-Prospectus as Appendix B.
By Order of the Board of Directors,
/s/ Stacy J. James
Stacy J. James
Corporate Secretary
El Paso, Texas
, 1996
IMPORTANT
All stockholders are cordially invited to attend the
Special Meeting in person.
Whether or not you plan to attend the Special Meeting
in person, in order to assure your representation at the
meeting, you are urged to complete, sign and date the
enclosed proxy card, which is being solicited by the
Board of Directors, and promptly return it in the self-
addressed return envelope enclosed for that purpose. The
envelope requires no postage if mailed in the United
States. Any stockholder who signs and sends in a proxy
card may revoke it at any time prior to the vote at the
Special Meeting by following the procedures set forth
above and in the accompanying Joint Proxy Statement-
Prospectus.
<PAGE>
PRELIMINARY COPIES - SUBJECT TO COMPLETION - OCTOBER 21, 1996
TENNECO INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER , 1996
----------------
EL PASO NATURAL GAS COMPANY
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD , 1996
PROSPECTUS
----------------
This Joint Proxy Statement-Prospectus is being furnished to the stockholders
of Tenneco Inc., a Delaware corporation ("Tenneco"), and to the stockholders
of El Paso Natural Gas Company, a Delaware corporation ("El Paso"), in
connection with the solicitation of proxies by the Boards of Directors of
Tenneco and El Paso for use at the respective meetings of stockholders of
Tenneco and El Paso, and at any adjournments or postponements thereof
(respectively, the "Tenneco Special Meeting" and the "El Paso Special
Meeting").
The Tenneco Special Meeting will be held on December , 1996 at the time
and place and for the purposes specified in the accompanying Notice. See "THE
TENNECO SPECIAL MEETING." At the Tenneco Special Meeting, holders of record as
of the close of business on October , 1996 (the "Tenneco Record Date") of
the currently outstanding classes of Tenneco capital stock will, to the extent
and as described more fully herein, consider and vote upon:
(1) a single unified proposal relating to the proposed reorganization of
Tenneco (the "Transaction") to: (a) approve and adopt the Distribution
Agreement, dated as of , 1996, as such may be amended, supplemented or
modified from time to time (the "Distribution Agreement"), among Tenneco,
New Tenneco Inc., a Delaware corporation and newly formed, wholly owned
subsidiary of Tenneco ("New Tenneco"), and Newport News Shipbuilding Inc.,
a Delaware corporation and wholly owned subsidiary of Tenneco ("Newport
News"), pursuant to which, among other things, Tenneco will spin-off (the
"Distributions") to holders of Common Stock, par value $5.00 per share, of
Tenneco (the "Tenneco Common Stock") (i) New Tenneco, which will hold the
assets, liabilities and operations of Tenneco's automotive parts, packaging
and administrative services businesses, and (ii) Newport News, which will
hold the assets, liabilities and operations of Tenneco's shipbuilding
business; (b) approve and adopt the Amended and Restated Agreement and Plan
of Merger, dated as of June 19, 1996, as such may be amended, supplemented
or modified from time to time (the "Merger Agreement"), among El Paso, El
Paso Merger Company, an indirect wholly owned subsidiary of El Paso ("El
Paso Subsidiary"), and Tenneco, pursuant to which (i) El Paso Subsidiary
will be merged (the "Merger") with and into Tenneco, and (ii) shares of
Tenneco Stock (as defined) will be converted into the right to receive El
Paso equity securities purs uant to formulas set forth in the Merger
Agreement and more fully described herein; (c) approve the transactions
(continued on next page)
----------------
THE NEW TENNECO INFORMATION STATEMENT AND THE NEWPORT NEWS INFORMATION
STATEMENT (EACH AS DEFINED) ARE ATTACHED HERETO AS APPENDICES C AND D. SEE
"RISK FACTORS" THEREIN, BEGINNING AT PAGES 29 AND 27, RESPECTIVELY, FOR
CERTAIN MATTERS RELEVANT TO THE OWNERSHIP OF NEW TENNECO COMMON STOCK AND
NEWPORT NEWS COMMON STOCK. SEE ALSO "RISK FACTORS" HEREIN, BEGINNING AT PAGE
36, FOR MATTERS THAT SHOULD BE CONSIDERED WITH RESPECT TO THE TRANSACTION AND
THE SECURITIES OF EL PASO ISSUABLE IN CONNECTION THEREWITH.
----------------
THE SECURITIES TO BE ISSUED IN THE DISTRIBUTIONS AND THE MERGER HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT-
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
THE DATE OF THIS JOINT PROXY STATEMENT-PROSPECTUS IS , 1996.
<PAGE>
(continued from front cover)
contemplated by the Merger Agreement and the Distribution Agreement; and
(d) approve an amendment (the "Charter Amendment") to Tenneco's Certificate
of Incorporation to eliminate specified rights, powers and preferences of
Tenneco's junior preferred stock; and
(2) such other business including, without limitation, the adjournment of
the meeting (including an adjournment to obtain a quorum, solicit
additional votes in favor of proposal (1) and/or allow for the fulfillment
of certain conditions precedent to the Transaction) as may properly come
before the Tenneco Special Meeting.
The El Paso Special Meeting will be held on , 1996 at the time and
place and for the purposes specified in the accompanying Notice. See "THE EL
PASO SPECIAL MEETING." At the El Paso Special Meeting, holders of record as of
the close of business on , 1996 (the "El Paso Record Date") of
outstanding shares of Common Stock, par value $3.00 per share, of El Paso (the
"El Paso Common Stock"), will consider and vote upon the proposed issuance by
El Paso (the "Stock Issuance") of up to 23,894,862 shares of El Paso Common
Stock in connection with the transactions contemplated by the Merger Agreement.
In the Distributions, record holders of Tenneco Common Stock will receive one
share of New Tenneco common stock for each share of Tenneco Common Stock held
and one share of Newport News common stock for every five shares of Tenneco
Common Stock held, with cash (without interest) in lieu of fractional shares.
Application will be made to list the New Tenneco common stock and Newport News
common stock on the New York Stock Exchange (the "NYSE"). See "THE
DISTRIBUTIONS."
The Merger is expected to be consummated promptly following the
Distributions. At the time of the Merger, Tenneco will consist only of the
remaining assets, liabilities and operations of Tenneco and its subsidiaries
other than those of New Tenneco and Newport News, including the transmission
and marketing of natural gas. Tenneco will survive the Merger, with 100% of its
common equity and approximately 75% of its combined equity value at that time
held indirectly by El Paso (and the remainder held by the holders of new series
of Tenneco junior preferred stock to be issued between the date hereof and the
Merger). See "THE NPS ISSUANCE." The Merger Agreement provides for (i) the
retention by Tenneco after the Merger of approximately $2.65 billion of debt
and preferred stock obligations, subject to certain adjustments described
herein, (ii) the retention by Tenneco after the Merger of liabilities related
to discontinued businesses of Tenneco (estimated by El Paso to be approximately
$600 million), and (iii) the issuance of El Paso equity securities to holders
of Tenneco Stock in the Merger valued at an aggregate of $750 million (the
"Equity Consideration"), subject to the effect of a "collar" on the market
price of El Paso Common Stock. See "THE MERGER."
If the Stock Issuance is approved, upon consummation of the Merger, in
general, each outstanding share of (a) Tenneco's $7.40 Cumulative Preferred
Stock, no par value (the "$7.40 Preferred Stock"), will be converted into the
right to receive a number of shares of El Paso Common Stock designed generally
to provide, in the aggregate, [$38] million of the Equity Consideration to the
holders of $7.40 Preferred Stock, (b) Tenneco's $4.50 Cumulative Preferred
Stock, no par value (the "$4.50 Preferred Stock"), will be converted into the
right to receive a number of shares of El Paso Common Stock designed generally
to provide, in the aggregate, [$74] million of the Equity Consideration to the
holders of $4.50 Preferred Stock, and (c) Tenneco Common Stock will be
converted into the right to receive a number of shares of El Paso Common Stock
designed to provide, in the aggregate, the balance of the Equity Consideration
of [$638] million to the holders of Tenneco Common Stock (subject to the
collar). The $7.40 Preferred Stock and $4.50 Preferred Stock are sometimes
collectively referred to herein as the "Tenneco Preferred Stock" and the
Tenneco Common Stock and Tenneco Preferred Stock are sometimes collectively
referred to herein as the "Tenneco Stock." Throughout this Joint Proxy
Statement-Prospectus, disclosures of the aggregate or per share amount of
consideration to be received by any of the holders of Tenneco Stock are
estimates based on the assumption that the aggregate consideration to be
received by the holders of Tenneco Preferred Stock will equal an aggregate
liquidation preference of all outstanding shares of Tenneco Preferred Stock of
$112 million. Such numbers have been provided herein solely for the purposes of
illustration and there can be no assurance that the actual amounts will not be
more or less than the estimates provided herein.
If the Stock Issuance is not approved, the Merger is still expected to be
consummated but El Paso will issue to the holders of Tenneco Stock 7,000,000
shares of El Paso Common Stock, with the balance of the equity consideration to
consist of depositary shares (the "El Paso Preferred Depositary Shares"), each
representing a !wenty-fifth fractional interest in a whole share of a new
series of El Paso voting preferred stock (the "El
2
<PAGE>
(continued from front cover)
Paso Preferred Stock"). In such case, the holders of Tenneco Preferred Stock
will receive shares of El Paso Common Stock as described above, and holders of
Tenneco Common Stock will receive (i) a number of shares of El Paso Common
Stock equal to 7,000,000 less the number of such shares issued to holders of
Tenneco Preferred Stock, and (ii) El Paso Preferred Depositary Shares
representing interests in that number of shares of El Paso Preferred Stock
which has an aggregate liquidation preference equal to the value of the
additional shares of El Paso Common Stock that would have been issued to the
holders of Tenneco Common Stock if the Stock Issuance had been approved. For a
description of the El Paso Preferred Stock and El Paso Preferred Depositary
Shares issuable in the Merger and certain risks associated therewith, see
"RISK FACTORS--Risks Relating to the Transaction--No Current Market for El
Paso Preferred Depositary Shares" and "DESCRIPTION OF EL PASO PREFERRED STOCK
AND DEPOSITARY SHARES."
In any event, holders of Tenneco Common Stock and Tenneco Preferred Stock
will receive cash (without interest) in lieu of fractional shares, if any, in
the Merger. Holders of $4.50 Preferred Stock will have appraisal rights in
connection with the Merger. See "THE MERGER--Appraisal Rights."
The number of shares to be issued to the holders of Tenneco Preferred Stock
will be based on the average of the per share closing prices on the NYSE of El
Paso Common Stock (the "Average El Paso Common Price," as more fully described
herein) during the period of 20 consecutive trading days ending two trading
days prior to the effective time of the Merger (the "Merger Effective Time").
The number of shares to be issued to the holders of Tenneco Common Stock will
be based on the Average El Paso Common Price, subject, however, to a collar on
that price of $31.3875 to 38.3625, inclusive (the "Collar"). After giving
effect to the Collar, holders of Tenneco Common Stock will likely receive El
Paso equity securities that have a market value as of the Merger Effective
Time which is more or less than [$638 million] if the Average El Paso Common
Price is above or below the Collar, respectively. Furthermore, because the
consideration to be received by Tenneco stockholders will be fixed based upon
an average of closing prices of the El Paso Common Stock over a 20 trading-day
period, the market value of such consideration upon receipt may be more or
less than such 20 trading-day average. See "RISK FACTORS."
In all events, holders of Tenneco Preferred Stock will be entitled to
receive a number of shares of El Paso Common Stock having a value of $100
(such value to be based on the Average El Paso Common Price, which may differ
from the market price of El Paso Common Stock on the date of issue) for each
share of Tenneco Preferred Stock converted in the Merger. If the Stock
Issuance is approved and based on various assumptions described more fully
herein, holders of Tenneco Common Stock will be entitled to receive between
.119 (if the Average El Paso Common Price is less than or equal to $31.3875)
and .097 (if the Average El Paso Common Price is greater than or equal to
$38.3625) shares of El Paso Common Stock per share of Tenneco Common Stock
converted in the Merger. If the Stock Issuance is not approved and based on
the assumptions described above, holders of Tenneco Common Stock will be
entitled to receive between .020 and .024 shares of El Paso Common Stock and
between .078 and .070 El Paso Preferred Depositary Shares per share of Tenneco
Common Stock in the Merger. In either case, the market value of El Paso
securities received by Tenneco stockholders at the Merger Effective Time will
depend on the market price of the El Paso Common Stock and, if applicable, the
El Paso Preferred Depositary Shares, on such date. For the 20 trading days
ended August 21, 1996, the average per share closing price of the El Paso
Common Stock on the NYSE was $39.8625. For a table showing how changes in the
Average El Paso Common Price impact the number and value of shares to be
received by Tenneco stockholders in the Merger, see "THE TRANSACTION--
Consideration to Tenneco Stockholders." Beginning on , 1996, Tenneco
stockholders can obtain the average per share closing price of the El Paso
Common Stock on the NYSE for the most recent 20 trading-day period by calling
El Paso's transfer agent, The First National Bank of Boston, at 1-800- -
.
For a more complete description of the terms of the Transaction, see "THE
TRANSACTION," "THE NPS ISSUANCE," "DEBT AND CASH REALIGNMENT," "CORPORATE
RESTRUCTURING TRANSACTIONS," "THE DISTRIBUTIONS," "THE MERGER" and "THE
CHARTER AMENDMENT."
This Joint Proxy Statement-Prospectus also constitutes a prospectus of El
Paso with respect to the shares of El Paso Common Stock and the El Paso
Preferred Depositary Shares (including the underlying El Paso Preferred Stock)
issuable upon consummation of the Merger. El Paso Common Stock is currently
listed and traded on the NYSE and application will be made to list on the NYSE
the additional shares of El Paso Common Stock and the El Paso Preferred
Depositary Shares, if any, issuable in the Merger.
This Joint Proxy Statement-Prospectus, the attached Notices of Special
Meeting, and the enclosed proxy are first being mailed to Tenneco and El Paso
stockholders on or about , 1996.
3
<PAGE>
AVAILABLE INFORMATION
El Paso has filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
El Paso Common Stock, El Paso Preferred Stock and El Paso Preferred Depositary
Shares issuable in connection with the Merger. As permitted by the rules and
regulations of the SEC, this Joint Proxy Statement-Prospectus does not contain
all of the information set forth in the Registration Statement or the exhibits
thereto. For further information, reference is hereby made to such
Registration Statement and exhibits. Statements contained herein concerning
provisions of documents are necessarily summaries of the documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC. All information concerning El Paso and
its affiliates (including El Paso Subsidiary) contained or incorporated by
reference in this Joint Proxy Statement-Prospectus has been furnished by El
Paso, and all information concerning Tenneco, New Tenneco, Newport News and
their respective affiliates contained or incorporated by reference in this
Joint Proxy Statement-Prospectus has been furnished by Tenneco.
A Registration Statement on Form 10 will be filed by each of New Tenneco
(the "New Tenneco Registration Statement") and Newport News (the "Newport News
Registration Statement") to register their respective shares of common stock
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The information statement regarding New Tenneco to be filed as part of the New
Tenneco Registration Statement (the "New Tenneco Information Statement") is
attached hereto as Appendix C. The information statement regarding Newport
News to be filed as part of the Newport News Registration Statement (the
"Newport News Information Statement") is attached hereto as Appendix D.
El Paso and Tenneco are (and, upon consummation of the Distributions, New
Tenneco and Newport News will be) subject to the informational requirements of
the Exchange Act, and, in accordance therewith, file (or will file) reports,
proxy statements and other information with the SEC.
The Registration Statement and exhibits thereto filed by El Paso, and the
reports, proxy statements, and other information filed with the SEC by El Paso
and Tenneco (or to be filed with the SEC, in the case of New Tenneco and
Newport News) can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W. Washington, DC
20549, and at the SEC's Regional Offices located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials may be obtained
by mail, at prescribed rates, from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 or accessed electronically on
the SEC's Web site at (http://www.sec.gov). The El Paso Common Stock, Tenneco
Common Stock and $7.40 Preferred Stock are listed on the NYSE, and reports and
other information concerning El Paso and Tenneco can be inspected at the NYSE,
20 Broad Street, New York, New York 10005.
----------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS JOINT PROXY
STATEMENT-PROSPECTUS (WHICH INCLUDES THE MATERIALS APPENDED HERETO) OTHER THAN
THOSE CONTAINED HEREIN OR IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY EL PASO, EL PASO SUBSIDIARY, TENNECO, NEW
TENNECO OR NEWPORT NEWS. THIS JOINT PROXY STATEMENT-PROSPECTUS (WHICH INCLUDES
THE MATERIALS APPENDED HERETO) DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED HEREBY, NOR DOES
IT CONSTITUTE THE SOLICITATION OF A PROXY, IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OF AN
OFFER OR PROXY SOLICITATION. NEITHER THE DELIVERY OF THIS JOINT PROXY
STATEMENT-PROSPECTUS (WHICH INCLUDES THE MATERIALS APPENDED HERETO) NOR ANY
DISTRIBUTION OF SECURITIES AS CONTEMPLATED HEREIN SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF EL PASO, EL PASO SUBSIDIARY, TENNECO, NEW TENNECO OR NEWPORT NEWS
SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
4
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS JOINT PROXY STATEMENT-PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WITH RESPECT TO EL PASO AND TENNECO THAT ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. DOCUMENTS RELATING TO EL PASO (EXCLUDING EXHIBITS THERETO, UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS)
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS JOINT PROXY STATEMENT-PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST TO NORMA F. DUNN, VICE PRESIDENT, INVESTOR AND PUBLIC RELATIONS, EL
PASO NATURAL GAS COMPANY, ONE PAUL KAYSER CENTER, 100 NORTH STANTON STREET, EL
PASO, TEXAS 79901, TELEPHONE (915) 541-2600. DOCUMENTS RELATING TO TENNECO
(EXCLUDING EXHIBITS THERETO, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE TO
ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS JOINT PROXY
STATEMENT-PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO KARL A.
STEWART, VICE PRESIDENT AND SECRETARY, TENNECO INC., 1275 KING STREET,
GREENWICH, CONNECTICUT 06831, TELEPHONE (203) 863-1000. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS PRIOR TO THE EL PASO SPECIAL MEETING OR THE
TENNECO SPECIAL MEETING, ANY REQUEST SHOULD BE MADE BY , 1996.
The following documents filed by El Paso with the SEC (File No. 1-2700) are
incorporated by reference into this Joint Proxy Statement-Prospectus:
1.El Paso's Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
2. El Paso's Quarterly Reports on Form 10-Q for the quarterly period
ended March 31, 1996, as amended by El Paso's Form 10-Q/A filed May 15,
1996, and for the quarterly period ended June 30, 1996;
3.El Paso's Proxy Statement for the Annual Meeting of Stockholders held
on April 30, 1996;
4. El Paso's Current Reports on Form 8-K dated May 2, 1996 and June 28,
1996; and
5.El Paso's Registration Statement on Form 8-A filed with respect to the
El Paso Common Stock, as amended to date.
The following documents filed by Tenneco with the SEC (File No. 1-9864) are
incorporated by reference into this Joint Proxy Statement-Prospectus:
1.Tenneco's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, as amended by Tenneco's Form 10-K/A dated August 27, 1996;
2. Tenneco's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1996 and June 30, 1996;
3. Tenneco's Proxy Statement for the Annual Meeting of Stockholders held
on May 14, 1996; and
4. Tenneco's Current Reports on Form 8-K dated November 17, 1995,
February 2, 1996, March 21, 1996, June 6, 1996 and June 19, 1996.
All documents filed by El Paso or Tenneco pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
date of the Tenneco Special Meeting and El Paso Special Meeting shall be
deemed to be incorporated by reference herein and to be part hereof from the
date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Joint Proxy Statement-Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
is also incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Joint Proxy Statement-Prospectus. Subject to the
foregoing, all information appearing in this Joint Proxy Statement-Prospectus
is qualified in its entirety by the information appearing in the documents
incorporated herein by reference.
5
<PAGE>
TABLE OF CONTENTS
<TABLE>
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<S> <C>
AVAILABLE INFORMATION..................................................... 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................... 5
TABLE OF CONTENTS......................................................... 6
SUMMARY OF JOINT PROXY STATEMENT-PROSPECTUS .............................. 9
RISK FACTORS.............................................................. 36
Risks Relating to the Transaction....................................... 36
Risks Relating to El Paso and Tenneco Energy............................ 41
Safe Harbor Disclosure: Forward-Looking Statements and Associated Risks. 46
THE TENNECO SPECIAL MEETING............................................... 47
General................................................................. 47
Purpose of the Tenneco Special Meeting.................................. 47
Record Date; Shares Entitled to Vote; Quorum............................ 47
Votes Required; Effect of Abstentions and Non-Votes..................... 47
Voting and Revocation of Proxies........................................ 48
Solicitation of Proxies................................................. 48
Appraisal Rights........................................................ 49
Adjournment of the Tenneco Special Meeting.............................. 49
Tenneco Junior Preferred Stockholders Written Consent................... 49
THE EL PASO SPECIAL MEETING............................................... 49
General................................................................. 49
Purpose of the El Paso Special Meeting.................................. 49
Record Date; Shares Entitled to Vote; Quorum............................ 50
Votes Required; Effect of Abstentions and Non-Votes..................... 50
Voting and Revocation of Proxies........................................ 50
Solicitation of Proxies................................................. 51
Adjournment of the El Paso Special Meeting.............................. 51
THE TRANSACTION........................................................... 52
Structure of the Transaction............................................ 52
Consideration to Tenneco Stockholders................................... 53
Background of the Transaction........................................... 55
Reasons for the Transaction; Recommendations of the Boards of Directors. 56
Opinions of Financial Advisors.......................................... 60
Interests of Certain Persons in the Transaction......................... 67
Expenses................................................................ 68
THE NPS ISSUANCE ......................................................... 69
DEBT AND CASH REALIGNMENT................................................. 69
Debt Realignment........................................................ 70
Capital Expenditure Adjustment.......................................... 72
Cash Realignment........................................................ 72
CORPORATE RESTRUCTURING TRANSACTIONS...................................... 72
THE DISTRIBUTIONS......................................................... 74
Manner of Distribution.................................................. 74
Certain Other Pre-Distribution Transactions............................. 74
Relationship Among Tenneco, New Tenneco and Newport News After the
Distributions.......................................................... 75
Conditions to Consummation of the Distributions......................... 80
Amendment or Termination of the Distributions........................... 80
Trading of New Tenneco Common Stock and Newport News Common Stock....... 80
THE MERGER................................................................ 82
Closing of the Merger................................................... 82
Conversion of Shares.................................................... 82
</TABLE>
6
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<TABLE>
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<S> <C>
Final Dividends on Tenneco Stock........................................ 85
Effects of the Merger................................................... 85
Certain Other Pre-Merger Transactions................................... 85
No Solicitation......................................................... 86
Certain Covenants....................................................... 86
Employee Benefits....................................................... 89
Representations and Warranties.......................................... 90
Conditions Precedent.................................................... 90
Amendment or Termination of the Merger Agreement........................ 92
Waiver.................................................................. 92
Termination Fee ........................................................ 93
Consulting Arrangement.................................................. 93
Regulatory Approvals.................................................... 93
Appraisal Rights........................................................ 93
Restrictions on Resale of El Paso Stock................................. 96
THE CHARTER AMENDMENT..................................................... 97
DESCRIPTION OF THE TENNECO JUNIOR PREFERRED STOCK......................... 98
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................... 99
Tax Rulings and Opinions................................................ 100
The Distributions....................................................... 102
The Merger.............................................................. 103
Possible Future Legislation............................................. 104
Back-up Withholding Requirements........................................ 105
SELECTED FINANCIAL DATA................................................... 106
Tenneco and Consolidated Subsidiaries Consolidated Selected Financial
Information............................................................ 106
El Paso Selected Financial Data......................................... 108
Tenneco Energy Combined Selected Financial Data......................... 109
New Tenneco Combined Selected Financial Data............................ 110
Newport News Combined Selected Financial Data........................... 111
INFORMATION CONCERNING TENNECO............................................ 112
INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED................... 112
General................................................................. 112
Interstate Pipeline Operations.......................................... 112
Gas Marketing, Intrastate Pipelines and Related Services................ 117
International, Power Generation and Ventures............................ 117
Discontinued and Other Operations....................................... 118
Employees............................................................... 118
Properties.............................................................. 119
Operation of the Energy Business After the Merger....................... 119
Environmental Matters................................................... 119
Legal Proceedings....................................................... 122
Tenneco Credit Facility................................................. 122
Management After the Transaction........................................ 123
Management's Discussion and Analysis of Financial Condition and Results
of Operations of the Energy Business................................... 124
UNAUDITED PRO FORMA FINANCIAL INFORMATION................................. 133
Unaudited Pro Forma Combined Financial Statements of El Paso and Tenneco
Energy................................................................. 133
Unaudited Pro Forma Combined Financial Statements of New Tenneco........ 150
Unaudited Pro Forma Combined Financial Statements of Newport News....... 156
COMPARISON OF RIGHTS OF STOCKHOLDERS OF TENNECO, NEW TENNECO AND NEWPORT
NEWS..................................................................... 160
</TABLE>
7
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<TABLE>
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<S> <C>
INFORMATION CONCERNING EL PASO....................................... 165
DESCRIPTION OF EL PASO PREFERRED STOCK AND DEPOSITARY SHARES......... 165
COMPARISON OF RIGHTS OF STOCKHOLDERS OF TENNECO AND EL PASO.......... 166
ACCOUNTING TREATMENT................................................. 176
LEGAL MATTERS........................................................ 176
EXPERTS.............................................................. 176
STOCKHOLDER PROPOSALS................................................ 177
INDEX OF CERTAIN DEFINED TERMS....................................... 178
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE.................. F-1
Distribution Agreement............................................... Appendix A
Merger Agreement..................................................... Appendix B
New Tenneco Information Statement.................................... Appendix C
Newport News Information Statement................................... Appendix D
Appraisal Rights..................................................... Appendix E
Lazard Opinion....................................................... Appendix F
DLJ Opinion.......................................................... Appendix G
The Charter Amendment................................................ Appendix H
</TABLE>
8
<PAGE>
SUMMARY OF JOINT PROXY STATEMENT-PROSPECTUS
The following summary is not intended to be complete and is qualified in its
entirety by reference to the more detailed information included or incorporated
by reference in this Joint Proxy Statement-Prospectus, and the Appendices
hereto, including, but not limited to the Distribution Agreement and the Merger
Agreement (as currently in effect) set forth as Appendix A and Appendix B
hereto, respectively. Stockholders are urged to read carefully this Joint Proxy
Statement-Prospectus, the Appendices hereto and the documents incorporated by
reference in their entirety. Unless the context otherwise requires, as used
herein (i) the term "New Tenneco" refers to (A) New Tenneco Inc. (to be renamed
Tenneco Inc. upon consummation of the Merger) and its subsidiaries, for all
periods after consummation of the Distributions, and (B) the entities through
which Tenneco and its subsidiaries operated the Industrial Business (as
defined), for all periods prior to consummation of the Distributions, and (ii)
the term "Newport News" refers to (A) Newport News Shipbuilding Inc. (formerly
known as Tenneco InterAmerica Inc.) and its subsidiaries (including Newport
News Shipbuilding and Dry Dock Company), for periods after consummation of the
Distributions, and (B) Newport News Shipbuilding and Dry Dock Company and its
subsidiaries, through which Tenneco and its subsidiaries operated the
Shipbuilding Business (as defined), for periods prior to consummation of the
Distributions. Capitalized terms that are used but not defined in this summary
are defined elsewhere in this Joint Proxy Statement-Prospectus. See "INDEX OF
CERTAIN DEFINED TERMS."
THE COMPANIES
EL PASO
El Paso is a Delaware corporation which was incorporated in 1928. In
recognition of changes in the natural gas industry and the manner in which El
Paso manages its businesses, and in order to facilitate a more detailed
understanding of the various activities in which it engages, El Paso began
doing business under the name El Paso Energy Corporation (effective April 22,
1996) and has segregated its business activities into three business segments:
(i) natural gas transmission, (ii) field and merchant services, and (iii)
corporate and other.
The natural gas transmission segment includes one of the nation's largest
mainline natural gas transmission systems, connecting natural gas supply
regions in New Mexico, Texas, Oklahoma, and Colorado to markets in California,
Nevada, Arizona, New Mexico, Texas, and northern Mexico. The transmission
system consists of approximately 10,000 miles of pipeline and is connected to
one of the most prolific supply basins in the nation, the San Juan Basin of
northern New Mexico and southern Colorado. The field and merchant services
segment provides field services, including gathering, products extraction,
dehydration, purification and compression. In addition, the field and merchant
services segment purchases, markets and trades natural gas, natural gas
liquids, power and other energy commodities, and provides risk management
activities associated with these commodities. This segment has approximately
7,900 miles of gathering lines and 64,000 horsepower of compression located in
the San Juan, Anadarko, and Permian Basins, and in East Texas and Louisiana.
The corporate and other segment includes El Paso Energy International, through
which El Paso conducts its international activities, and other corporate
activities.
El Paso's principal executive offices are located at One Paul Kayser Center,
100 North Stanton Street, El Paso, Texas 79901, and its telephone number at
that address is (915) 541-2600. For further information concerning El Paso, see
"--Summary Historical and Pro Forma Combined Consolidated Financial Data of El
Paso," "AVAILABLE INFORMATION," "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE," "SELECTED FINANCIAL DATA--El Paso Selected Financial Data," and
"INFORMATION CONCERNING EL PASO."
EL PASO SUBSIDIARY
El Paso Subsidiary, a direct wholly owned subsidiary of El Paso Energy
Corporation and an indirect wholly owned subsidiary of El Paso, was formed by
El Paso solely for the purpose of effecting the Merger. El Paso Subsidiary's
principal executive offices are located at One Paul Kayser Center, 100 North
Stanton Street, El Paso, Texas 79901 and its telephone number at that location
is (915) 541-2600.
9
<PAGE>
TENNECO
Tenneco is a diversified industrial company conducting all of its operations
through its subsidiaries. The major businesses of Tenneco presently consist of
(i) interstate and intrastate transportation and marketing of natural gas, (ii)
the manufacture and sale of automotive exhaust and ride control systems, (iii)
the manufacture and sale of packaging materials, cartons, containers and
specialty packaging products for consumer and commercial markets, and (iv) the
design, construction, repair and overhauling of ships (primarily nuclear-
powered aircraft carriers and submarines for the United States Navy).
In 1987, Tenneco was incorporated in Delaware and acquired all of the
outstanding shares of Tennessee Gas Pipeline Company (which at the time was
named Tenneco Inc.). Tenneco's principal executive offices are located at 1275
King Street, Greenwich, Connecticut 06831 and its telephone number at that
address is (203) 863-1000. For further information concerning Tenneco, see "--
Summary Consolidated Financial Data of Tenneco," "AVAILABLE INFORMATION,"
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE," "SELECTED FINANCIAL DATA--
Tenneco Inc. and Consolidated Subsidiaries Selected Consolidated Financial
Information," and "INFORMATION CONCERNING TENNECO."
TENNECO ENERGY BUSINESS TO BE MERGED
General. Under the terms of the Merger, El Paso Subsidiary will be merged
with and into Tenneco, which will then consist only of the assets, liabilities
and operations of Tenneco and its subsidiaries other than those of New Tenneco
or Newport News, including the transmission and marketing of natural gas
(collectively, the "Energy Business" or "Tenneco Energy"). Following the
Merger, Tenneco will change its name to "El Paso Tennessee Pipeline Co."
The Energy Business as presently conducted consists principally of the
interstate transportation of natural gas, as well as certain other related
business operations not generally subject to regulation by the Federal Energy
Regulatory Commission (the "FERC"), such as gas marketing, intrastate pipeline
operations, international pipelines and power generation, domestic power
generation operations and oil and gas ventures. The Energy Business also
includes certain assets and liabilities of Tenneco and its subsidiaries that do
not relate to the Industrial Business or the Shipbuilding Business, including
those business operations that have been discontinued or sold.
Tenneco Energy's principal interstate pipeline operations consist of the
pipeline systems of wholly owned subsidiaries Tennessee Gas Pipeline Company
("TGP"), Midwestern Gas Transmission Company and East Tennessee Natural Gas
Company. The interstate systems, which include approximately 16,300 miles of
pipeline, gathering lines and sales laterals, serve markets located primarily
in the Eastern United States. Tenneco Energy Resources Corporation, a wholly
owned subsidiary of Tenneco, and its subsidiaries operate approximately 1,300
miles of intrastate pipelines serving the Texas Gulf Coast and West Texas
markets. Its businesses include buying, selling, storing, processing and
transporting natural gas and price risk management services. Also, Tenneco
Energy is engaged in various international energy-related projects, invests in
oil and gas properties and finances independent producers engaged in
exploration and development projects. See "--Summary Historical and Pro Forma
Combined Consolidated Financial Data of El Paso," "--Summary Combined Financial
Data of Tenneco Energy," "SELECTED FINANCIAL DATA--Tenneco Energy Combined
Selected Financial Data," and "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE
MERGED."
Operation After the Merger. El Paso is currently engaged in a comprehensive
review of the business and operations of the Energy Business. Following the
completion of such review and the Merger, El Paso plans to integrate, for the
most part, the operations of the Energy Business with those of El Paso in order
to increase operating and administrative efficiency through consolidation and
reengineering of facilities, workforce reductions and coordination of
purchasing, sales and marketing activities. El Paso anticipates that the
complementary interstate and intrastate pipeline operations and gas marketing
activities of El Paso and the Energy Business should provide the combined
company with increased operating flexibility and access to additional customers
and markets. See "RISK FACTORS--Risks Relating to El Paso and Tenneco Energy--
Uncertainty Surrounding Integration of Operations."
El Paso has indicated that it intends to undertake various transactions (the
"Refinancing Transactions") in order to reduce the amount of Tenneco debt that
would otherwise be outstanding after consummation of the Transaction including
(i) the monetization of certain assets of the Energy Business for anticipated
net proceeds
10
<PAGE>
of approximately $500 million, and (ii) a public equity offering by El Paso of
approximately $200 million and the use of the net proceeds thereof to purchase
a subordinated series of junior preferred stock (the "Subordinated Junior
Preferred Stock") from Tenneco. In addition, as market conditions allow, El
Paso may refinance Tenneco's post-Transaction debt through a sale of senior
debt of Tenneco and/or TGP to the public. See "RISK FACTORS--Risks Relating to
El Paso and Tenneco Energy--Consummation of Refinancing Transactions,"
"INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED--Operation of the
Energy Business After the Merger" and "UNAUDITED PRO FORMA FINANCIAL
INFORMATION--Unaudited Pro Forma Combined Financial Statements of El Paso and
Tenneco Energy."
NEW TENNECO
New Tenneco is a newly formed Delaware corporation which, upon completion of
the Transaction, will be renamed "Tenneco Inc." and will be an independent,
publicly held company. New Tenneco will own and operate, through its direct and
indirect subsidiaries, the assets of, and will assume the liabilities
associated with, Tenneco's automotive parts, packaging and administrative
services businesses (collectively, the "Industrial Business"). New Tenneco's
principal executive offices will be located at 1275 King Street, Greenwich,
Connecticut 06831, and its telephone number at that address will be
(203) 863-1000.
Tenneco Automotive is one of the world's leading manufacturers of automotive
exhaust and ride control systems for both the original equipment market and the
replacement market, or aftermarket. Tenneco Automotive manufactures and markets
its automotive exhaust systems primarily under the Walker(R) brand name and its
ride control systems primarily under the Monroe(R) brand name. Tenneco
Packaging is among the world's leading and most diversified packaging
companies, manufacturing packaging products for consumer, institutional and
industrial markets. The paperboard business group manufactures corrugated
containers, folding cartons and containerboard, has a joint venture in recycled
paperboard, and offers high value-added products such as enhanced graphics
packaging and displays and kraft honeycomb products. Its specialty products
group produces disposable aluminum, foam and clear plastic food containers,
molded fiber and pressed paperboard products, as well as polyethylene bags and
industrial stretch wrap. Tenneco Packaging's consumer products include such
recognized brand names as Hefty(R), Baggies(R) and E-Z Foil(R). Tenneco's
administrative services operations design, implement and administer shared
administrative service programs for the Tenneco businesses as well as, on an
"as requested" basis, for former Tenneco business entities. See "--Summary
Historical and Pro Forma Combined Financial Data of New Tenneco," "SELECTED
FINANCIAL DATA--New Tenneco Combined Selected Financial Data," and the New
Tenneco Information Statement attached hereto as Appendix C.
NEWPORT NEWS
Newport News (formerly known as Tenneco InterAmerica Inc.) was incorporated
in Delaware in 1965 and operates through its subsidiaries a shipyard with over
100 years of experience in the shipbuilding business. Upon consummation of the
Transaction, Newport News will become an independent, publicly held company
that will own and operate, through its direct and indirect subsidiaries,
substantially all of the assets of, and will assume substantially all of the
liabilities associated with, Tenneco's shipbuilding business (the "Shipbuilding
Business"), which consists primarily of (i) the design, construction, repair
and overhauling of nuclear-powered aircraft carriers and submarines for the
United States Navy, (ii) the overhaul and repair of U.S. Navy and commercial
vessels, and (iii) the refueling of nuclear-powered ships. Newport News'
principal executive offices will be located at 4101 Washington Avenue, Newport
News, Virginia 23607, and its telephone number at that address will be (757)
380-2000.
Newport News believes it currently is (i) the only shipyard capable of
building the Navy's nuclear powered aircraft carriers, (ii) the only non-
government-owned shipyard capable of refueling and overhauling the Navy's
nuclear powered aircraft carriers, and (iii) one of only two shipyards capable
of building nuclear powered submarines. With over 100 years of experience,
Newport News has developed a preeminent reputation through the construction of
264 naval ships and 542 merchant vessels including aircraft carriers,
submarines, guided missile cruisers, cargo ships, passenger cruise liners,
tankers, large crude carriers, liquefied gas carriers and tug boats. In
addition to these major vessels, Newport News has built barges, caisson ships,
car floats (ferries) and pilot boats. See "--Summary Historical and Pro Forma
Combined Financial Data of Newport News," "SELECTED FINANCIAL DATA--Newport
News Combined Selected Financial Data," and the Newport News Information
Statement attached hereto as Appendix D.
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<PAGE>
THE TRANSACTION
GENERAL
The Distributions, Merger and Charter Amendment are separate parts of the
Transaction, none of which will be consummated unless the Transaction as a
whole is approved at the Tenneco Special Meeting (although Tenneco may elect
subsequently to proceed with one or more of the transactions included in the
Transaction which do not require stockholder approval if the Transaction is not
approved). The following sets forth the principal transactions which constitute
parts of, and will be undertaken to consummate, the Transaction.
NPS Issuance. Tenneco will issue (the "NPS Issuance") in a registered public
offering shares of one or more new series of its junior preferred stock (the
"Tenneco Junior Preferred Stock") in an amount calculated, to the extent
possible, to have an aggregate value equal to approximately 25% of the total
value of all shares of Tenneco capital stock outstanding as of the Merger
Effective Time. Holders of Tenneco Junior Preferred Stock will have the right
to elect one-sixth of the Board of Directors of Tenneco. The proceeds (the "NPS
Issuance Proceeds") to Tenneco from the sale of the Tenneco Junior Preferred
Stock in the NPS Issuance (which are estimated to be $275 million) will, net of
underwriting commissions and other expenses, be used to repay certain existing
indebtedness of Tenneco and certain of its subsidiaries in connection with the
Debt Realignment (as defined).
Debt Realignment. The indebtedness for money borrowed of Tenneco and certain
of its consolidated subsidiaries (the "Tenneco Energy Consolidated Debt," which
had a total book value of approximately $4,443 million at June 30, 1996) will
be restructured through a series of tender offers, exchange offers, payments,
redemptions, prepayments and defeasances involving Tenneco, New Tenneco and
Newport News (the "Debt Realignment"). The Debt Realignment is intended to
reduce the total amount of the Tenneco Energy Consolidated Debt to an amount
that, when added to the total amount of certain other liabilities and
obligations of Tenneco Energy outstanding as of the Merger Effective Time (as
so added, the "Actual Energy Debt Amount," described more fully herein), equals
$2.65 billion, less the NPS Issuance Proceeds and subject to certain other
adjustments described herein (the "Base Debt Amount"). If the Actual Energy
Debt Amount varies from the Base Debt Amount, the amount of such variance will
be accounted for in a post-Transaction cash payment (the "Debt Cash
Adjustment") (i) from New Tenneco to Tenneco, in the event the Actual Energy
Debt Amount exceeds the Base Debt Amount, or (ii) from Tenneco to New Tenneco,
in the event the Actual Energy Debt Amount is less than the Base Debt Amount.
See "DEBT AND CASH REALIGNMENT." If the Debt Realignment and the other
components of the Transaction had been consummated on June 30, 1996, on a pro
forma basis, Tenneco, New Tenneco and Newport News would have had indebtedness
for money borrowed of approximately $2,544 million ($1,844 million after giving
effect to the Refinancing Transactions as discussed elsewhere herein), $2,145
million and $614 million, respectively. See "UNAUDITED PRO FORMA FINANCIAL
INFORMATION."
Corporate Restructuring. Pursuant to the Distribution Agreement, Tenneco and
its subsidiaries will undertake various intercompany transfers and
distributions (collectively, the "Corporate Restructuring Transactions")
designed to restructure, divide and separate their existing businesses and
assets so that, upon consummation of the Distributions, the assets, liabilities
and operations of (i) the Industrial Business will be directly and indirectly
owned and operated by New Tenneco, and (ii) the Shipbuilding Business will be
directly and indirectly owned and operated by Newport News. See "CORPORATE
RESTRUCTURING TRANSACTIONS."
Cash Realignment. The total amount of cash and cash equivalents of Tenneco
and its consolidated subsidiaries (which, as of June 30, 1996, totalled
approximately $229 million) as of the Merger Effective Time will be allocated
$25.0 million to Tenneco, $5.0 million to Newport News and the balance to New
Tenneco (the "Cash Realignment"). See "DEBT AND CASH REALIGNMENT."
The Charter Amendment. Prior to the Merger, Tenneco will file the Charter
Amendment to eliminate specified rights, powers and preferences of its junior
preferred stock (certain of which may be preserved or modified in the
certificates of designation for the Tenneco Junior Preferred Stock to be issued
in the NPS Issuance) contained in the Tenneco Certificate of Incorporation, as
amended (the "Tenneco Charter"). See "THE NPS ISSUANCE" and "THE CHARTER
AMENDMENT."
12
<PAGE>
The Distributions. On the effective date of the Distributions (the
"Distribution Date"), Tenneco will distribute to all holders of Tenneco Common
Stock of record as of the close of business on a record date to be specified by
the Tenneco Board of Directors (the "Distribution Record Date," which Tenneco
presently estimates will be on or about the Distribution Date) (i) one share of
New Tenneco common stock, $.01 par value (the "New Tenneco Common Stock"), for
every share of Tenneco Common Stock held (the "Industrial Distribution"), and
(ii) one share of Newport News common stock, $.01 par value (the "Newport News
Common Stock") for every five shares of Tenneco Common Stock held (the
"Shipbuilding Distribution"). Cash will be paid in lieu of fractional shares.
See "THE DISTRIBUTIONS."
The Merger. El Paso Subsidiary will be merged with and into Tenneco, which
will then consist solely of the Energy Business. The consideration to be paid
by El Paso in the Merger consists of (i) the retention by Tenneco of any
outstanding Tenneco Energy Consolidated Debt as of the Merger Effective Time
(subject to the Debt Cash Adjustment) and Tenneco's obligations to the holders
of the Tenneco Junior Preferred Stock issued in the NPS Issuance, (ii) the
retention by Tenneco after the Merger of liabilities related to certain
discontinued businesses of Tenneco estimated by El Paso to be approximately
$600 million, and (iii) the issuance of El Paso equity securities with a value
equal to the Equity Consideration, as described below, to the holders of
Tenneco Stock (the "Tenneco Stockholders"). Tenneco will survive the Merger,
with 100% of its common equity and approximately 75% of its combined equity
value at that time held indirectly by El Paso (and the remainder held by the
holders of the Tenneco Junior Preferred Stock issued pursuant to the NPS
Issuance). See "THE MERGER."
In general, the Merger consideration formulas are designed to yield an
aggregate Equity Consideration of $750 million to the holders of Tenneco Stock
if the Average El Paso Common Price is within the Collar. Based on the number
of shares of Tenneco Preferred Stock outstanding as of the date hereof, a total
of [$38 million and $74 million] of the Equity Consideration will be allocated
and paid in the form of shares of El Paso Common Stock to the holders of $7.40
Preferred Stock and $4.50 Preferred Stock, respectively. These amounts are
designed to ensure that the holders of Tenneco Preferred Stock receive in the
Merger El Paso Common Stock with a value (based on the Average El Paso Common
Price) equal to the liquidation preference of their shares. This amount is
fixed and is not subject to the Collar.
The balance of the Equity Consideration will be allocated and paid to the
holders of Tenneco Common Stock. The form of payment, however, depends on
whether the Stock Issuance is approved by El Paso stockholders. If the Stock
Issuance is approved, this amount will be paid entirely in the form of El Paso
Common Stock to holders of Tenneco Common Stock, with the number of such shares
issued to be based on the Average El Paso Common Price after giving effect to
the Collar. The Collar has the following effects: (i) if the Average El Paso
Common Price falls within the Collar (i.e., between $31.3875 and $38.3625,
inclusive), the number of shares of El Paso Common Stock issued to holders of
Tenneco Common Stock will be based on that price, (ii) if the Average El Paso
Common Price is less than $31.3875 (the "Minimum El Paso Price"), the number of
such shares of El Paso Common Stock will nonetheless be based on a per share
price of $31.3875 and will likely have a market value as of the Merger
Effective Time which is less than [$638 million,] and (iii) if the Average El
Paso Common Price is more than $38.3625 (the "Maximum El Paso Price"), the
number of such shares will nonetheless be based on a per share price of
$38.3625 and will likely have a market value as of the Merger Effective Time
which is greater than [$638 million.] See "RISK FACTORS--Risks Relating to the
Transaction--Consideration for Tenneco Common Stock in Merger May Vary Due to
Collar."
If the Stock Issuance is not approved by El Paso's stockholders, El Paso will
issue only 7,000,000 shares of El Paso Common Stock, which will be issued first
to the holders of Tenneco Preferred Stock and then to the holders of Tenneco
Common Stock. The holders of Tenneco Common Stock will then receive El Paso
Preferred Depositary Shares in respect of that number of shares of El Paso
Preferred Stock that has an aggregate liquidation preference equal to the value
(based on the Average El Paso Common Price) of the additional consideration
which would have been received by holders of Tenneco Common Stock had the Stock
Issuance been approved. See "THE TRANSACTION--Consideration to Tenneco
Stockholders."
13
<PAGE>
The following chart shows the abbreviated corporate structure of Tenneco and
its subsidiaries immediately prior to the Transaction:
LOGO
14
<PAGE>
The following chart shows the abbreviated corporate
structure of Tenneco and its current subsidiaries immediately
after giving effect to the Transaction:
LOGO
* Assumes approval of the Stock Issuance by El Paso Stockholders. If the Stock
Issuance is not approved, Tenneco stockholders would hold approximately
% of the combined voting power. Does not give effect to a proposed sale of
approximately $200 million of equity securities, and the purchase by El Paso
with the net proceeds of such sale of approximately $200 million of
Subordinated Junior Preferred Stock from Tenneco, which El Paso presently
intends to undertake following consummation of the Transaction as part of
the Refinancing Transactions. See "RISK FACTORS."
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<PAGE>
CONSIDERATION TO TENNECO STOCKHOLDERS
The following table summarizes what Tenneco Stockholders would receive if the
Transaction were consummated on the date hereof assuming (i) an Average El Paso
Common Price of $39.8625 (which is equal to the average per share closing price
of El Paso Common Stock on the NYSE for the 20-day trading period ended August
21, 1996), and (ii) the issuance of no additional shares of Tenneco Common
Stock upon the exercise of options and the vesting of performance share awards
in connection with the Merger. Because the hypothetical Average El Paso Common
Price of $39.8625 used for purposes of the table below is above the Collar, the
number of shares to be received by holders of Tenneco Common Stock in the
Merger was based on (or gives effect to, in the alternative where the Stock
Issuance is not approved and El Paso Preferred Depositary Shares are issued)
the upper limit of the Collar of $38.3625.
<TABLE>
<C> <S>
HOLDERS OF: WILL RECEIVE:
. Tenneco Common Stock . one share of New Tenneco Common Stock for every
share of Tenneco Common Stock held
. one share of Newport News Common Stock for every
five shares of Tenneco Common Stock held
. if the Stock Issuance is approved, .097 shares of
El Paso Common Stock for every share of Tenneco
Common Stock held (valued at $3.88)(/1/)
. if the Stock Issuance is not approved, .025
shares of El Paso Common Stock and .073 El Paso
Preferred Depositary Shares for every share of
Tenneco Common Stock held (valued at $3.88)(/1/)
. $7.40 Preferred Stock . 2.509 shares of El Paso Common Stock for every
share of $7.40 Preferred Stock held (valued at
$100)(/1/)
. $4.50 Preferred Stock . 2.509 shares of El Paso Common Stock for every
share of $4.50 Preferred Stock held (valued at
$100)(/1/)
</TABLE>
- --------
(/1/Assuming)a market value for the El Paso Common Stock equal to the Average
El Paso Common Price and a market value for an El Paso Preferred Depositary
Share equal to $40 (one twenty-fifth of the liquidation value of a whole
share of El Paso Preferred Stock).
Based on the assumptions described above, (i) at an assumed Average El Paso
Common Price equal to the high point of the Collar, Tenneco Stockholders would
receive in the Merger .097 shares of El Paso Common Stock (or .024 shares of El
Paso Common Stock and .070 El Paso Preferred Depositary Shares), valued at
$3.73, and 2.607 shares of El Paso Common Stock, valued at $100, per share of
Tenneco Common Stock and Tenneco Preferred Stock, respectively, and (ii) at an
Average El Paso Common Price equal to the low point of the Collar, Tenneco
stockholders would receive .119 shares of El Paso Common Stock (or .020 shares
of El Paso Common Stock and .078 El Paso Preferred Depositary Shares), valued
at $3.73, and 3.186 shares of El Paso Common Stock, valued at $100, per share
of Tenneco Common Stock and Tenneco Preferred Stock, respectively. For a table
showing how changes in the Average El Paso Common Price impact the number and
value of shares to be received by Tenneco Stockholders in the Merger, see "THE
TRANSACTION--Consideration to Tenneco Stockholders."
In all events, Tenneco Stockholders will receive cash in lieu of fractional
shares and fractional El Paso Preferred Depositary Shares, if any. There can be
no assurance that the actual Average El Paso Common Price will equal $39.8625.
As of October 16, 1996, the closing sales prices of the El Paso Common Stock
and Tenneco Common Stock on the NYSE were $46.88 and $48.63, respectively.
Shares of the Tenneco Junior Preferred Stock, which will be issued between
the date hereof and the Merger pursuant to the NPS Issuance, will not be
converted or exchanged in the Merger and will remain outstanding following the
Merger. Holders thereof will receive no consideration in the Transaction.
REASONS FOR THE TRANSACTION
The combination of El Paso and Tenneco Energy will create one of the nation's
largest natural gas companies, with combined volumes of approximately 18.4
billion cubic feet of gas per day. The Merger will result in a combined company
with a coast-to-coast pipeline system with access to all of the nation's major
markets and supply basins, critical mass in non-regulated operations, including
gas gathering, processing and marketing, and will position the combined company
to participate in the emerging deregulation of the United States electric
industry. In addition, the combined company will have an expanded international
presence, with opportunities for further international growth. The charts on
the following pages illustrate (i) the combined United States operations of El
Paso and Tenneco Energy and (ii) the combined international operations of El
Paso and Tenneco Energy.
16
<PAGE>
The following chart shows the abbreviated corporate structure of Tenneco and
its subsidiaries immediately prior to the Transaction:
[DIAGRAM SHOWING ABBREVIATED CORPORATE ORGANIZATIONAL STRUCTURE OF TENNECO
APPEARS HERE]
17
<PAGE>
The following chart shows the abbreviated corporate structure of Tenneco
and its current subsidiaries immediately after giving effect to the
Transaction:
<TABLE>
<CAPTION>
POST-TRANSACTION
NEW TENNECO NEWPORT NEWS EL PASO
(with Tenneco Energy as a subsidiary)
<S> <C> <C>
Former holders of Former holders of * Current El Paso * Former Tenneco
Tenneco Common Stock Tenneco common Stock Stockholders to hold Stock holders to hold
to hold 100% of to hold 100% of approximately __% of approximately __-% of
Common Stock Common Stock equity value and __% equity value and __%
/ / of combined voting power / of combined voting power
/ / \ /
New Tenneco Inc. Newport News El Paso Natural
(to be renamed Shipbuilding Inc. Gas Company
Tenneco Inc. (name changed from \
/ Tenneco InterAmerica Inc.) El Paso Energy
Monroe Auto / Corporation
Equipment Co., / \
Walker Autoparts Newport News El Paso Energy Third parties to hold
Division and Shipbuilding and Dry to hold 100% Common 100% Junior Preferred
other Dock Company Stock (approximately Stock (approximately 25%
Automotive 75% of value) of value) and the right
Subsidiaries; \ / to elect 1/6th of directors
Tenneco Packaging Inc, El Paso Tennessee Pipeline Co.
and other Packaging (formerly known as Tenneco Inc.)
Sysidiaries; / \
Tenneco Business Tenneco Energy Operations Various Discontinued
Services, Inc. including TGP (pipeline division and Other Operations
only), TCC and various other
Energy Subsidiaries
</TABLE>
* Assumes approval of the Stock Issuance by El Paso Stockholders. If the Stock
Issuance is not approved, Tenneco stockholders would hold approximately
% of combined voting power. Does not give effect to a proposed sale of
approximately $200 million of equity securities which El Paso presently
intends to undertake following consummation of the Transaction. See "CERTAIN
CONSIDERATIONS RELATING TO THE TRANSACTION."
18
<PAGE>
The Distributions are expected to enhance Tenneco stockholder values and to
accomplish the following principal business objectives: (i) to tailor the
assets of Tenneco to facilitate the acquisition of the Energy Business by El
Paso, (ii) to enhance the ability of New Tenneco and Newport News to provide
incentives to their respective management and other employees (including
through formation of an employee stock ownership plan by Newport News), and
(iii) to allow New Tenneco and Newport News greater flexibility in pursuing
business opportunities, including acquisitions, joint ventures and business
combinations. See "THE TRANSACTION--Reasons for the Transaction;
Recommendations of the Boards of Directors."
RECOMMENDATIONS OF THE BOARDS OF DIRECTORS
TENNECO
The Board of Directors of Tenneco has approved the Distribution Agreement,
Merger Agreement and Charter Amendment and the transactions contemplated
thereby and recommends that the stockholders of Tenneco vote FOR approval and
adoption of the Transaction. The Board of Directors of Tenneco believes the
Transaction is in the best interests of Tenneco and its stockholders and, in
making that determination, considered the factors described under "THE
TRANSACTION--Reasons for the Transaction; Recommendations of the Boards of
Directors--Tenneco."
EL PASO
The Board of Directors of El Paso believes that the Merger Agreement is in
the best interests of El Paso and its stockholders, has approved the Merger
Agreement and the transactions contemplated thereby and recommends that the El
Paso stockholders vote FOR approval of the Stock Issuance. In making the
determination described above, the El Paso Board of Directors considered the
factors described under "THE TRANSACTION--Reasons for the Transaction;
Recommendations of the Boards of Directors--El Paso."
CERTAIN CONSIDERATIONS
In deciding whether to approve the Transaction or the Stock Issuance, as the
case may be, stockholders should carefully evaluate the matters set forth under
"RISK FACTORS" herein and in the New Tenneco Information Statement and the
Newport News Information Statement, in addition to the other matters described
herein and therein.
OTHER TERMS OF THE DISTRIBUTIONS AND MERGER
RELATIONSHIP AMONG TENNECO, NEW TENNECO AND NEWPORT NEWS AFTER THE
DISTRIBUTIONS
In addition to establishing the manner of the Distributions, the Distribution
Agreement provides for the consummation of various pre-Distribution
transactions, the allocation among the parties of certain rights and
obligations, and the assumption by each of the parties of certain liabilities.
The Distribution Agreement also requires that, prior to the Distributions,
Tenneco, New Tenneco and/or Newport News enter into certain ancillary
instruments, assignments, arrangements and agreements (the "Ancillary
Agreements") governing, among other things, tax sharing, insurance,
indemnification, trademark licensing, transition services and employee benefits
and human resources allocation. See "THE DISTRIBUTIONS--Relationship Among
Tenneco, New Tenneco and Newport News After the Distributions."
CONDITIONS TO CONSUMMATION OF THE DISTRIBUTIONS AND MERGER
The principal conditions to consummation of the Distributions include: (i)
approval of the Distributions (to be submitted as a part of the Transaction) by
the Tenneco Stockholders at the Tenneco Special Meeting and by the holders of
the Tenneco Junior Preferred Stock (if issued prior to the effectiveness of the
Charter Amendment); (ii) receipt of rulings (the "IRS Ruling Letter") from the
Internal Revenue Service ("IRS") to the effect that for federal income tax
purposes the Distributions will be treated as tax-free to Tenneco and its
19
<PAGE>
stockholders under the Internal Revenue Code of 1986, as amended (the "Code"),
and certain other transactions to be effected as a part of the Corporate
Restructuring Transactions will also be treated as tax-free, and (iii) approval
of the New Tenneco Common Stock and Newport News Common Stock for listing on
the NYSE. See "THE DISTRIBUTIONS--Conditions to Consummation of the
Distributions."
Because consummation of the Distributions (with only certain permitted
modifications) is a condition to consummation of the Merger, all of the
conditions to the Distributions are therefore also generally conditions to the
Merger. The other principal conditions to consummation of the Merger include:
(i) approval of the El Paso Common Stock (and El Paso Preferred Depositary
Shares, if the Stock Issuance is not approved) issuable in the Merger for
listing on the NYSE; (ii) the receipt of an opinion of Jenner & Block, counsel
to Tenneco (the "Tax Opinion"), to the extent not covered by the IRS Ruling
Letter, to the effect that, among other things, the Merger will be treated as
tax-free for federal income tax purposes to El Paso, Tenneco and Tenneco
Stockholders (except to the extent that cash is received in lieu of fractional
shares (and fractional El Paso Preferred Depositary Shares, if any) or in
connection with a proper demand for appraisal of shares); (iii) the absence of
certain material adverse changes; and (iv) approval and adoption of the Merger
Agreement by Tenneco Stockholders. See "THE MERGER--Conditions to Consummation
of the Merger."
Early termination of the waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (together with
the rules and regulations thereunder, the "HSR Act") was granted on July 30,
1996.
AMENDMENT OR TERMINATION OF THE DISTRIBUTIONS AND THE MERGER AGREEMENT
Tenneco has reserved the right, under certain circumstances, to amend or
terminate the Distribution Agreement and the transactions contemplated thereby
(without the approval of New Tenneco, Newport News or the stockholders of
Tenneco), subject in certain circumstances to the prior written consent of El
Paso. See "THE DISTRIBUTIONS--Amendment or Termination of the Distributions."
The Merger Agreement may be terminated at any time prior to the Merger
Effective Time, whether before or after its approval by the Tenneco
Stockholders and the approval of the Stock Issuance by El Paso's stockholders,
by (i) the mutual written consent of El Paso and Tenneco authorized by their
respective Boards of Directors; (ii) El Paso or Tenneco, if the Merger has not
been effected on or prior to June 30, 1997 (the "Termination Date"), subject to
limited exceptions; (iii) El Paso or Tenneco, if there has been a material
breach on the part of the other party of any covenant, agreement,
representation or warranty set forth in the Merger Agreement or any other
circumstances have occurred such that the conditions to El Paso's or Tenneco's
consummation of the Merger, respectively, could not be satisfied on or prior to
the Termination Date; (iv) El Paso or Tenneco if the Tenneco Stockholders at
the Tenneco Special Meeting do not approve the Transaction; (v) El Paso or
Tenneco, under certain circumstances if the board of directors of the other
party withdraws, amends or modifies its favorable recommendation to its
stockholders of the Transaction or the Stock Issuance, as applicable, or
promulgates any favorable recommendation with respect to certain other business
combinations not involving the other party; (vi) El Paso or Tenneco, if certain
events involving a business combination not involving El Paso or the Energy
Business occur; (vii) El Paso, if there have occurred various events, changes
or effects which, in the aggregate with all other such events, changes or
effects, reduces the value of the Energy Business by more than $75 million;
(viii) Tenneco if there have occurred various events, changes or effects which,
in the aggregate with all other such events, changes or effects, reduces the
value of El Paso by more than $75 million; (ix) El Paso, under certain
circumstances, if the FERC administrative law judge ("ALJ") in a pending
proceeding (the "GSR Proceeding") issues a ruling on the eligibility of certain
gas supply realignment ("GSR") costs (the "GSR Ruling") which could have
substantially adverse effects on the Energy Business (see "INFORMATION
CONCERNING THE ENERGY BUSINESS TO BE MERGED--Interstate Pipeline Operations--
Federal Regulation"); or (x) by El Paso or Tenneco (but only prior to approval
by Tenneco stockholders), in the event Tenneco receives a Higher Proposal (as
defined) which El Paso does not at least match within five business days. See
"THE MERGER--Amendment or Termination of the Merger Agreement."
20
<PAGE>
Prior to the Merger Effective Time, whether before or after approval and
adoption of the Transaction by the Tenneco Stockholders, the provisions of the
Merger Agreement may be amended by a written agreement executed and delivered
by the parties thereto, subject to applicable law. After the Merger Effective
Time, the provisions of the Merger Agreement may be amended only by a written
agreement executed and delivered by El Paso, Tenneco (as the surviving
corporation of the Merger) and New Tenneco.
TRADING OF NEW TENNECO COMMON STOCK AND NEWPORT NEWS COMMON STOCK
There is not currently a public trading market with respect to shares of New
Tenneco Common Stock or Newport News Common Stock. New Tenneco and Newport News
each intend to apply for listing of their respective shares of common stock on
the NYSE and the Distributions will not occur until such listings are approved.
TERMINATION FEE
The Merger Agreement requires Tenneco to pay to El Paso $25 million, plus up
to $10 million in actual out of pocket expenses incurred and payable to third
parties (collectively, the "Termination Fee"), if the Merger Agreement is
terminated under certain circumstances. See "THE MERGER--Termination Fee."
CONSULTING ARRANGEMENT
Tenneco and El Paso have entered into an Agreement, dated June 19, 1996 (the
"Consulting Agreement"), pursuant to which El Paso is providing certain
consulting services to Tenneco for the six-month term of the Consulting
Agreement with respect to enhancing the Energy Business' relationships with
customers, plaintiffs in material litigation and regulatory authorities. As
consideration for these services, El Paso is entitled to an aggregate
consulting fee of $60 million. Under the terms of the Consulting Agreement,
however, this fee is only due and payable by Tenneco if the Merger Agreement is
terminated under certain circumstances. See "THE MERGER--Consulting
Arrangement."
DEPOSITARY ARRANGEMENTS FOR EL PASO PREFERRED STOCK
If the Stock Issuance is not approved at the El Paso Special Meeting and the
Merger is consummated, El Paso will enter into a depositary arrangement (the
"Depositary Agreement") so that holders of Tenneco Common Stock are issued El
Paso Preferred Depositary Shares (each representing a one twenty-fifth interest
in a whole share of El Paso Preferred Stock) rather than whole shares of El
Paso Preferred Stock. Pursuant to the Depositary Agreement, holders of El Paso
Preferred Depositary Shares will have rights equivalent to those of holders of
whole shares of El Paso Preferred Stock (to the extent of their fractional
interests therein). The El Paso Preferred Depositary Shares, if any, will be
listed on the NYSE. See "DESCRIPTION OF EL PASO PREFERRED STOCK AND DEPOSITARY
SHARES."
APPRAISAL RIGHTS
Holders of record of $4.50 Preferred Stock who do not vote in favor of the
Transaction and persons who become record holders of Tenneco Junior Preferred
Stock on or prior to the date of the Tenneco Special Meeting have the right,
upon compliance with specific procedures set forth in Section 262 of the
General Corporation Law of the State of Delaware (the "DGCL"), to demand
payment from Tenneco of the fair value of their shares in connection with the
Merger. No other stockholders of Tenneco are entitled to such appraisal rights.
See "THE NPS ISSUANCE" and "THE MERGER--Appraisal Rights."
MEETINGS OF STOCKHOLDERS
TENNECO SPECIAL MEETING
General. The Tenneco Special Meeting will be held on December , 1996 at
10:00 a.m. (EST), at the Tenneco executive offices at 1275 King Street,
Greenwich, Connecticut. At the Tenneco Special Meeting, holders of Tenneco
Stock will be asked to consider and vote upon the Transaction and to transact
such other business as may properly come before the meeting.
21
<PAGE>
Record Date; Shares Entitled to Vote; Quorum. Only the holders of record of
Tenneco Stock at the close of business on October , 1996 (the "Tenneco Record
Date"), will be entitled to notice of and to vote at the Tenneco Special
Meeting. On that date, there were outstanding (i) shares of Tenneco
Common Stock, (ii) shares of $7.40 Preferred Stock, and (iii) shares of
$4.50 Preferred Stock, with each share being entitled to one vote on each
matter to be considered at the Tenneco Special Meeting by the holders of shares
of such class or series of Tenneco Stock. The holders of at least (i) a
majority of the outstanding shares of Tenneco Common Stock and $7.40 Preferred
Stock, and (ii) a majority of the outstanding shares of $7.40 Preferred Stock
and $4.50 Preferred Stock, must be present in person or represented by proxy at
the Tenneco Special Meeting to establish a quorum for consideration of the
Transaction.
Votes Required. The Transaction must be approved and adopted by both (i)
holders of a majority of the outstanding shares of the Tenneco Common Stock and
$7.40 Preferred Stock, voting together as a class, and (ii) holders of a
majority of the outstanding shares of $4.50 Preferred Stock and $7.40 Preferred
Stock, voting together as a class. Any other business to properly come before
the Tenneco Special Meeting (except as otherwise provided by applicable law,
the Tenneco Charter or the Tenneco Bylaws) will require the affirmative vote of
holders of majority of the shares of Tenneco Common Stock and $7.40 Preferred
Stock, voting together as a class, present in person or by proxy at the Tenneco
Special Meeting.
Beneficial Ownership of Management. As of the Tenneco Record Date, directors
and executive officers of Tenneco, and their respective affiliates, in the
aggregate held (i) shares of Tenneco Common Stock (or % of the
outstanding shares of Tenneco Common Stock), (ii) shares of $7.40 Preferred
Stock (or % of the outstanding shares of $7.40 Preferred Stock), and (iii) no
shares of $4.50 Preferred Stock. See "--El Paso Special Meeting--Beneficial
Ownership of Management" for a description of the voting rights of directors
and executive officers of El Paso, and their respective affiliates, at the El
Paso Special Meeting.
EL PASO SPECIAL MEETING
General. The El Paso Special Meeting will be held on , 1996 at 10:00
a.m. (MST), at The Sheraton Crescent Hotel, 2620 West Dunlap Avenue, Phoenix,
Arizona. At the El Paso Special Meeting, holders of El Paso Common Stock will
be asked to consider and vote upon a proposal to approve the Stock Issuance and
to transact such other business as may properly come before the meeting.
Record Date; Shares Entitled to Vote; Quorum. Only the holders of record of
El Paso Common Stock at the close of business on , 1996 (the "El Paso
Record Date"), will be entitled to notice of and to vote at the El Paso Special
Meeting. On that date, there were outstanding shares of El Paso Common
Stock, with each share being entitled to one vote on each matter to be
considered at the El Paso Special Meeting. In order to establish a quorum for
the transaction of business at the El Paso Special Meeting, holders of a
majority of the outstanding shares of El Paso Common Stock must be either (i)
present in person at the El Paso Special Meeting, or (ii) represented at the
meeting by a valid proxy, whether the instrument granting such proxy is marked
as casting a vote or abstaining, is left blank or does not empower such proxy
to vote with respect to some or all matters to be voted upon at the meeting.
Vote Required. The Stock Issuance must be approved by the affirmative vote of
the holders of a majority of the shares of the El Paso Common Stock present in
person or represented by proxy at the El Paso Special Meeting and entitled to
vote thereon. Any other business to come properly before the El Paso Special
Meeting will require the affirmative vote of the holders of a majority of the
shares of El Paso Common Stock present in person or represented by proxy at the
El Paso Special Meeting and entitled to vote thereon, unless a greater vote is
required by Delaware law or by El Paso's Restated Certificate of Incorporation
or By-laws.
Beneficial Ownership of Management. As of the El Paso Record Date, directors
and executive officers of El Paso, and their respective affiliates, in the
aggregate held shares of El Paso Common Stock (or % of the outstanding
shares of El Paso Common Stock). See "--Tenneco Special Meeting--Beneficial
Ownership of Management" for a description of the voting rights of directors
and executive officers of Tenneco, and their respective affiliates, at the
Tenneco Special Meeting.
22
<PAGE>
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
Stockholders of Tenneco and El Paso should be aware, and should carefully
consider, that certain members of Tenneco and El Paso management and the
Tenneco Board of Directors may be deemed to have interests in the Transaction
that are in addition to their interests as holders of stock generally and which
may create potential conflicts of interest. These interests include, but are
not limited to, the acceleration of the vesting of certain Tenneco stock
options, restricted stock and performance share units in connection with the
Transaction, the commonality of the directors and executive officers of Tenneco
before the Transaction with the directors and executive officers of New Tenneco
and Newport News after the Transaction, certain insurance, indemnity and other
arrangements and the grants of restricted stock and nonqualified stock options
that have been made to certain officers of El Paso, contingent upon the closing
of the Merger and other factors. See "THE TRANSACTION--Interests of Certain
Persons in the Transaction."
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Tenneco has requested a ruling from the IRS substantially to the effect that
for federal income tax purposes, among other things, the Distributions will be
tax-free to Tenneco and its stockholders (except with respect to cash received
for fractional shares) under Section 355 of the Code, and that certain internal
transactions involving Tenneco or its subsidiaries to be effected prior to the
Distributions as part of the Corporate Restructuring Transactions will not be
taxable transactions. Receipt of an IRS ruling to the effect that the
Distributions and certain internal spin-off transactions included in the
Corporate Restructuring Transactions will be tax-free for federal income tax
purposes under Section 355 of the Code is a condition to the Distributions.
The Merger is conditioned upon receipt of the foregoing IRS ruling and
receipt by Tenneco and El Paso of the Tax Opinion, to the extent not covered by
the IRS Ruling Letter, to the effect, among other things, that the Merger will
constitute a reorganization under Section 368(a)(1)(B) of the Code, and that
each of Tenneco, El Paso and El Paso Subsidiary will be a party to the
reorganization within the meaning of Section 368(b) of the Code, that El Paso
will not recognize any gain or loss upon the receipt of Tenneco Stock solely in
exchange for El Paso Common Stock and, under certain circumstances, El Paso
Preferred Depositary Shares as set forth in the Merger Agreement, and that no
gain or loss will be recognized by the holders of Tenneco Stock upon the
exchange of such Tenneco Stock for El Paso Common Stock and, under certain
circumstances, El Paso Preferred Depositary Shares (except to the extent that
cash is received in lieu of fractional shares or fractional El Paso Preferred
Depositary Shares, if any or in connection with a proper demand for appraisal
of shares). All stockholders should read carefully the discussion in "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" and other sections of this Joint Proxy
Statement-Prospectus.
BECAUSE OF THE COMPLEXITIES OF THE TAX TREATMENT OF THE TRANSACTION, IT IS
RECOMMENDED THAT EACH STOCKHOLDER CONSULT SUCH HOLDER'S OWN TAX ADVISOR
CONCERNING THE APPLICABLE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF
THE TRANSACTION.
23
<PAGE>
MARKET PRICE AND DIVIDEND INFORMATION
The El Paso Common Stock is traded on the NYSE under the symbol "EPG" and the
Tenneco Common Stock is traded on the NYSE under the symbol "TEN." No public
trading market currently exists for the El Paso Preferred Stock, El Paso
Preferred Depositary Shares, New Tenneco Common Stock or Newport News Common
Stock. The following table sets forth, for the periods indicated, the high and
low sales prices for the El Paso Common Stock and Tenneco Common Stock, as
reported on the NYSE Composite Transactions Tape, and cash dividends declared
on shares of El Paso Common Stock and Tenneco Common Stock. For current price
information, Tenneco Stockholders are urged to consult publicly available
sources.
<TABLE>
<CAPTION>
EL PASO COMMON TENNECO COMMON
STOCK PRICES STOCK PRICES
--------------- ---------------
EL PASO TENNECO
CASH CASH
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
------- ------- --------- ------- ------- ---------
(PER SHARE) (PER
COMMON
SHARE)
<S> <C> <C> <C> <C> <C> <C>
1994
First Quarter............ $41.875 $35.250 $0.3025 $58.750 $51.500 $0.4000
Second Quarter........... $39.000 $31.500 $0.3025 $54.875 $45.125 $0.4000
Third Quarter............ $35.375 $31.625 $0.3025 $49.500 $43.250 $0.4000
Fourth Quarter........... $34.750 $29.875 $0.3025 $45.750 $37.000 $0.4000
1995
First Quarter............ $32.500 $28.000 $0.3300 $47.375 $42.250 $0.4000
Second Quarter........... $29.875 $26.875 $0.3300 $48.625 $45.125 $0.4000
Third Quarter............ $29.500 $24.750 $0.3300 $50.250 $44.875 $0.4000
Fourth Quarter........... $31.625 $26.500 $0.3300 $50.375 $41.875 $0.4000
1996
First Quarter............ $38.125 $28.625 $0.3475 $58.500 $47.625 $0.4500
Second Quarter........... $39.000 $34.250 $0.3475 $57.625 $49.625 $0.4500
Third Quarter............ $45.875 $37.750 $0.3475 $51.875 $45.625 $0.4500
Fourth Quarter (through
October 2, 1996)........ $45.625 $44.125 $50.500 $49.750
</TABLE>
Since the second quarter of 1992, El Paso has paid quarterly cash dividends
to the holders of El Paso Common Stock. The timing and amount of future
dividends will be (i) dependent on El Paso's results of operations, financial
condition, cash requirements and other relevant factors, (ii) subject to the
discretion of the Board of Directors of El Paso, and (iii) subject to
restrictions, if any, contained in debt instruments of El Paso in effect from
time to time and under the DGCL.
On June 18, 1996, the last full trading day prior to the announcement of the
execution of the Merger Agreement, the high and low sales prices per share, as
reported on the NYSE Composite Transactions Tape, of El Paso Common Stock,
Tenneco Common Stock and $7.40 Preferred Stock were as follows:
<TABLE>
<CAPTION>
JUNE 18, 1996
----------------
HIGH LOW
-------- -------
<S> <C> <C>
El Paso Common Stock...................................... $ 35.250 $34.375
Tenneco Common Stock...................................... $ 54.875 $53.750
$7.40 Preferred Stock..................................... $100.000 $99.625
</TABLE>
Tenneco has declared cash dividends for the fourth quarter 1996 on the
Tenneco Common Stock and $7.40 Preferred Stock. See "THE MERGER--Final
Dividends on Tenneco Stock."
24
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA OF TENNECO
The summary consolidated financial data set forth below as of and for each of
the fiscal years in the five-year period ended December 31, 1995 were derived
from audited financial statements of Tenneco and its consolidated subsidiaries.
The financial statements as of and for each of the fiscal years in the five-
year period ended December 31, 1995 have been audited by Arthur Andersen LLP,
independent public accountants. The summary consolidated financial data set
forth below as of and for each of the six-month periods ended June 30, 1996 and
1995 were derived from the unaudited condensed financial statements of Tenneco
and its consolidated subsidiaries. In the opinion of Tenneco's management, the
summary consolidated financial data of Tenneco as of and for the six months
ended June 30, 1996 and 1995 include all adjusting entries (consisting only of
normal recurring adjustments) necessary to present fairly the information set
forth therein. The results of operations for the six months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year. This information should be read in conjunction with Tenneco's
financial statements, and the notes thereto, contained in the Tenneco Annual
Report on Form 10-K, as amended, for the year ended December 31, 1995 and the
Tenneco Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, which are incorporated by reference herein. See "AVAILABLE INFORMATION,"
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" and "SELECTED FINANCIAL
DATA--Tenneco and Consolidated Subsidiaries Consolidated Selected Financial
Information."
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- ------------------------------------------------------------------------
(MILLIONS EXCEPT PER SHARE 1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
AMOUNTS) ------- ------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
(LOSS) DATA(B):
Net sales and operating
revenues from continuing
operations--
Automotive.............. $1,463 $1,263 $ 2,479 $ 1,989 $ 1,785 $ 1,763 $ 1,668
Energy.................. 1,366 937 1,916 2,378 2,862 2,183 2,183
Packaging............... 1,775 1,318 2,752 2,184 2,042 2,078 1,934
Shipbuilding............ 915 845 1,756 1,753 1,861 2,265 2,216
Other................... (2) (2) (4) (6) (5) 31 26
------- ------- ----------- ----------- ----------- ----------- -----------
Total.................. $ 5,517 $ 4,361 $ 8,899 $ 8,298 $ 8,545 $ 8,320 $ 8,027
======= ======= =========== =========== =========== =========== ===========
Income from continuing
operations before inter-
est expense, income
taxes and minority in-
terest--
Automotive.............. $ 163 $ 134 $ 240 $ 223 $ 222 $ 237 $ 188
Energy.................. 185 148 333 415 411 360 561 (c)
Packaging............... 256 244 430 209 139 221 139 (c)
Shipbuilding............ 81 90 160 200 225 249 225
Other................... (4) (11) (67) (25) 18 (32) (98)
------- ------- ----------- ----------- ----------- ----------- -----------
Total.................. 681 605 1,096 1,022 1,015 1,035 1,015
Interest expense (net of
interest capitalized)... 179 152 306 263 254 221 237
Income tax expense....... 175 185 279 249 298 282 258
Minority interest........ 10 11 22 7 -- -- --
------- ------- ----------- ----------- ----------- ----------- -----------
Income from continuing
operations.............. 317 257 489 503 463 532 520
Income (loss) from dis-
continued operations,
net of income tax(d).... 339 81 246 (51)(e) (12)(e) (1,144)(e) (1,252)(e)
Extraordinary loss, net
of income tax........... -- -- -- (5) (25) (12) --
Cumulative effect of
changes in accounting
principles, net of in-
come tax................ -- -- -- (39)(f) -- (699)(f) --
------- ------- ----------- ----------- ----------- ----------- -----------
Net income (loss)........ 656 338 735 408 426 (1,323) (732)
Preferred stock divi-
dends................... 5 6 12 12 14 16 16
------- ------- ----------- ----------- ----------- ----------- -----------
Net income (loss) to com-
mon stock............... $ 651 $ 332 $ 723 $ 396 $ 412 $ (1,339) $ (748)
======= ======= =========== =========== =========== =========== ===========
Earnings (loss) per
average share of common
stock
Continuing operations... $ 1.83 $ 1.43 $ 2.75 $ 2.72 $ 2.66 $ 3.58 $ 4.10
Discontinued operations. 1.99 .46 1.41 (.27) (.07) (7.93) (10.19)
Extraordinary loss...... -- -- -- (.03) (.15) (.08) --
Cumulative effect of
changes in accounting
principles............. -- -- -- (.22) -- (4.86) --
------- ------- ----------- ----------- ----------- ----------- -----------
Net earnings (loss)..... $ 3.82 $ 1.89 $ 4.16 $ 2.20 (g) $ 2.44 (g) $ (9.29)(g) $ (6.09)
======= ======= =========== =========== =========== =========== ===========
BALANCE SHEET DATA(B):
Total assets............ $13,262 $12,090 $ 13,451 $ 12,251 $ 11,105 $ 11,320 $ 12,985
Short-term debt......... 1,146 635 908 536 431 669 1,132
Long-term debt.......... 3,374 3,309 3,751 3,568 3,620 4,718 4,593
Minority interest....... 320 315 320 320 150 160 171
Preferred stock with
mandatory redemption
provisions............. 112 129 130 147 163 191 194
Shareowners' equity..... 3,569 2,911 3,148 2,900 2,601 1,330 2,774
OTHER DATA:
EBITDA(h)............... $ 956 $ 804 $ 1,523 $ 1,321 $ 1,385 $ 1,391 $ 1,350
</TABLE>
(Continued on next page)
25
<PAGE>
(Continued from previous page)
- --------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993, and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for Tenneco Inc. and
Consolidated Subsidiaries, included in the Tenneco Annual Report on Form
10-K, as amended, for the year ended December 31, 1995 and the Tenneco
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, which
are incorporated by reference herein.
(b) During 1995 and 1994, Tenneco completed several acquisitions at its various
operating segments, the most significant of which was Tenneco Packaging's
acquisition of the Mobil Plastics Division of Mobil Oil Corporation ("Mobil
Plastics") for $1.3 billion in late 1995. See Note 2 to the Financial
Statements of Tenneco Inc. and Consolidated Subsidiaries, included in the
Tenneco Annual Report on Form 10-K, as amended, for the year ended December
31, 1995, which is incorporated by reference herein, for further
information on the Tenneco acquisitions.
(c) For Tenneco Energy, includes a gain of $265 million related to the sale of
its natural gas liquids business, including its interest in an MTBE plant
then under construction. Also, Tenneco Packaging recorded a gain of $42
million related to the sale of three short-line railroads.
(d) Discontinued operations reflected in the above periods include Tenneco's
farm and construction equipment operations, which were discontinued in
March 1996, its chemicals and brakes operations, which were discontinued
during 1994, and its minerals and pulp chemicals operations, which were
discontinued in 1992. In addition, certain additional costs related to
Tenneco's discontinued oil and gas operations were reflected in the 1991
results.
(e) Includes a restructuring charge of $920 million recorded in 1992 relating
to the discontinued farm and construction equipment business. This
restructuring charge was reduced by $20 million in 1993 and $16 million in
1994. Additionally, a $473 million restructuring charge was recorded in
1991, of which $461 million related to the discontinued farm and
construction equipment business.
(f) In 1994, Tenneco adopted Statement of Financial Accounting Standards
("FAS") No. 112, "Employers' Accounting for Postemployment Benefits." In
1992, Tenneco adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
for Income Taxes."
(g) For purposes of computing earnings per share, Series A preferred stock was
included in average common shares outstanding until its conversion into
common stock in December 1994; therefore, the preferred dividends paid were
not deducted from net income (loss) to determine net income (loss) to
common stock. The inclusion of Series A preferred stock in the computation
of earnings per share was antidilutive for the years and certain quarters
in 1994, 1993 and 1992. Other convertible securities and common stock
equivalents outstanding during each of the five years ended December 31,
1995, 1994, 1993, 1992 and 1991 were not materially dilutive.
(h) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon generally accepted accounting principles
("GAAP"); however, the amounts included in the EBITDA calculation are
derived from amounts included in the consolidated historical Statements of
Income. In addition, 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.
26
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA COMBINED CONSOLIDATED FINANCIAL DATA OF EL
PASO
The summary financial data set forth below have been derived from the
financial statements of El Paso for each of the five fiscal years ended
December 31, 1995 and the unaudited six month periods ended June 30, 1996 and
June 30, 1995. The financial statements for each of the five fiscal years for
the period ended December 31, 1995 have been audited by Coopers & Lybrand
L.L.P., independent accountants. The summary consolidated financial data set
forth below as of and for each of the six-month periods ended June 30, 1996 and
1995 were derived from the unaudited condensed financial statements of El Paso
and its consolidated subsidiaries. In the opinion of El Paso's management, the
summary consolidated financial data of El Paso as of and for the six months
ended June 30, 1996 and 1995 include all adjusting entries (consisting only of
normal recurring adjustments) necessary to present fairly the information set
forth therein. The results of operations for the six months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year.
The summary pro forma combined financial data as of and for the six months
ended June 30, 1996 and for the year ended December 31, 1995 have been prepared
to reflect: (i) certain Tenneco Energy restructuring and realignment
transactions (see the "Transaction" included elsewhere herein), (ii) the
Merger, and (iii) the Refinancing Transactions. The unaudited pro forma
combined financial position data has been prepared as if such transactions
occurred on June 30, 1996; the unaudited pro forma combined operating results
data have been prepared as if such transactions occurred as of January 1, 1995.
Additionally, the pro forma combined data is presented (i) assuming the Stock
Issuance is approved, and (ii) assuming the Stock Issuance is not approved. The
summary pro forma combined financial data are not necessarily indicative of
actual operating results or financial position had the transactions occurred as
of the dates indicated above, nor do they purport to indicate operating results
or financial position which may be attained in the future.
This information should be read in conjunction with the historical financial
statements and notes thereto contained in the El Paso Annual Report on Form 10-
K for the year ended December 31, 1995 and the El Paso Quarterly Report on Form
10-Q for the six months ended June 30, 1996, which are incorporated by
reference herein, and in conjunction with the Unaudited Pro Forma Combined
Financial Statements of El Paso and Tenneco Energy and notes thereto included
elsewhere in this Joint Proxy Statement-Prospectus. See "AVAILABLE
INFORMATION," "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE," and
"UNAUDITED PRO FORMA FINANCIAL INFORMATION."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
PRO FORMA 1995
-----------------------------
ASSUMING STOCK ASSUMING STOCK
ISSUANCE IS ISSUANCE IS
APPROVED NOT APPROVED 1995(D) 1994 1993(E) 1992 1991
-------------- -------------- ------- ------ ------- ------ ------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Operating revenues..... $2,912 $2,912 $1,038 $ 870 $ 909 $ 803 $ 735
Depreciation,
depletion, and
amortization.......... 287 287 72 65 54 73 61
Litigation special
charge................ -- -- -- 15 -- -- --
Operating income....... 323 323 212 222 229 185 185
Income from continuing
operations before
income taxes and
minority interest..... 198 198 133 148 151 123 141
Income taxes........... 4 4 48 58 59 47 52
Minority interest...... 23 23 -- -- -- -- --
Income from continuing
operations............ 171 171 85 90 92 76 89
Preferred stock
dividend.............. -- 50 -- -- -- -- --
Earnings available to
common stock.......... 171 121 85 90 92 76 89
Earnings per common
share from continuing
operations............ 2.90 2.60 2.47 2.45 2.46 2.12 2.82
Cash dividends declared
per common share(a)... 1.32 1.32 1.32 1.21 1.10 0.75 --
Average common shares
outstanding........... 58,925 46,495 34,495 36,632 37,212 36,049 31,422
Ratio of earnings to
combined fixed charges
and preferred stock
dividend requirements. 1.70 1.29 2.51 2.87 3.04 2.73 2.86
<CAPTION>
DECEMBER 31,
------------------------------------
1995(D) 1994 1993(E) 1992 1991
------- ------ ------- ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Total assets........... $2,535 $2,332 $2,270 $2,051 $2,302
Payable to Burlington
Resources Inc.,
including current
portion............... -- -- -- -- 625
Long-term debt(b)...... 772 779 796 637 250
Stockholders'
equity(c)............. 712 710 708 669 815
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-----------------------------------------------
PRO FORMA 1996
-----------------------------
ASSUMING STOCK ASSUMING STOCK
ISSUANCE IS ISSUANCE IS
APPROVED NOT APPROVED 1996(D) 1995
-------------- -------------- ------- ------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Operating revenues...... $2,517 $2,517 $1,193 $ 389
Depreciation, depletion,
and amortization....... 158 158 43 34
Employee separation and
asset impairment
charge(f).............. 99 99 99 --
Operating income........ 109 109 29 109
Income (loss) from
continuing operations
before income taxes and
minority interest...... 53 53 (18) 70
Income taxes (benefit).. (4) (4) (7) 28
Minority interest....... 12 12 -- --
Income (loss) from
continuing operations.. 45 45 (11) 42
Preferred stock
dividend............... -- 25 -- --
Earning (loss) available
to common stock........ 45 20 (11) 42
Earnings (loss) per
common share from
continuing operations.. .75 .42 (0.31) 1.21
Cash dividends declared
per common share....... .70 .70 0.70 0.66
Average common shares
outstanding............ 59,694 47,264 35,264 34,976
Ratio of earnings to
combined fixed charges
and preferred stock
dividend requirements.. 1.34 1.02 --(g) 2.59
<CAPTION>
JUNE 30,
-----------------------------------------------
PRO FORMA 1996
-----------------------------
ASSUMING STOCK ASSUMING STOCK
ISSUANCE IS ISSUANCE IS
APPROVED NOT APPROVED 1996(D) 1995
-------------- -------------- ------- ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Total assets............ $8,392 $8,392 $2,764 $2,266
Long-term debt(b)....... 2,184 2,184 670 775
Minority interest....... 323 323 -- --
Stockholders' equity.... 1,665 1,665 688 691
</TABLE>
- -------
(a) Represents dividends declared subsequent to El Paso's March 1992 initial
public offering.
(b) Excludes current maturities.
(c) In May 1991, El Paso declared and paid a dividend of $175 million to The El
Paso Company (formerly the parent company of El Paso). In September 1991,
El Paso declared a dividend of all its Oil and Gas Operations Segment to
The El Paso Company. The total amount of that dividend was $925 million. In
addition, El Paso declared and paid dividends to Burlington Resources, Inc.
totaling $55 million in 1991 and $274 million prior to El Paso's March 1992
initial public offering.
(d) Reflects the consolidation in September 1995 of Eastex Energy Inc., in
December 1995 of Premier Gas Company, and in June 1996 of Cornerstone
Natural Gas Company.
(e) Mojave Pipeline Company was consolidated beginning May 1993.
(f) Charge of $99 million pre-tax ($60 million after tax) to reflect costs
associated with the implementation of a workforce reduction plan and the
impairment of certain long-lived assets. Earnings per common share for the
six months ended June 30, 1996 before giving effect to this charge would
have been $1.41 (compared to $(0.31)) and $1.76 (compared to $0.75) on a
historical and pro forma basis (assuming the Stock Issuance is approved),
respectively.
(g) Earnings for the six months ended June 30, 1996 were inadequate to cover
fixed charges by $18 million due to a special charge for employee
separation and asset impairments of $99 million pre-tax.
28
<PAGE>
SUMMARY COMBINED FINANCIAL DATA OF TENNECO ENERGY
The summary combined financial data as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993 were derived from the audited
Combined Financial Statements of Tenneco Energy. The summary combined financial
data as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 are unaudited and were derived from the accounting records of
Tenneco. The summary combined financial data as of and for each of the six-
month periods ended June 30, 1996 and 1995 were derived from the unaudited
Combined Financial Statements of Tenneco Energy. In the opinion of Tenneco
Energy's management, the summary combined financial data of Tenneco Energy as
of December 31, 1993, 1992 and 1991 and for the years ended December 31, 1992
and 1991, and as of and for the six months ended June 30, 1996 and 1995 include
all adjusting entries (consisting only of normal recurring adjustments)
necessary to present fairly the information set forth therein. The results of
operations for the six months ended June 30, 1996 should not be regarded as
indicative of the results that may be expected for the full year.
This information should be read in conjunction with the "Combined Selected
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of the Energy Business and Tenneco
Energy's Combined Financial Statements, and notes thereto, included elsewhere
in this Joint Proxy Statement-Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
--------------- ----------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
(MILLIONS) ------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating
revenues.............. $1,370 $ 939 $1,921 $2,381 $2,866 $2,221 $2,216
====== ====== ====== ====== ====== ====== ======
Income before interest
expense and income
taxes ................ $ 188 $ 140 $ 268 $ 367 $ 419 $ 337 $ 475(c)
Interest expense (net
of interest capital-
ized)................. 63 61 122 142 127 94 121
Income tax expense
(benefit)............. 22 32 (11) 72 104 63 103
------ ------ ------ ------ ------ ------ ------
Income before
extraordinary loss and
cumulative effect of
changes in accounting
principles, net of
income tax............ 103 47 157 153 188 180 251
Extraordinary loss, net
of income tax......... -- -- -- -- (25)(d) (9)(e) --
Cumulative effect of
changes in accounting
principles, net of
income tax............ -- -- -- -- -- (332)(f) --
------ ------ ------ ------ ------ ------ ------
Net income (loss)...... $ 103 $ 47 $ 157 $ 153 $ 163 $ (161) $ 251
====== ====== ====== ====== ====== ====== ======
BALANCE SHEET DATA(B):
Total assets........... $5,539 $5,799 $5,792 $5,730 $4,290 $4,054 $4,464
Short-term debt(g)..... 521 376 456 399 304 392 338
Long-term debt(g)...... 1,519 1,737 1,811 2,242 2,019 2,282 2,674
Combined equity........ 1,054 899 687 382 (652) (1,503) (1,120)
</TABLE>
- -------
(a) For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Energy Business
included elsewhere in this Joint Proxy Statement-Prospectus.
(b) During 1995, 1994 and 1993, Tenneco Energy completed several acquisitions
and dispositions, the most significant of which was the acquisition of the
natural gas pipeline assets of the Pipeline Authority of South Australia in
1995 and the disposition of its 50% interest in Kern River Gas Transmission
Company in 1995. See Notes 4 and 5 to the Combined Financial Statements of
Tenneco Energy, included elsewhere in this Joint Proxy Statement-
Prospectus, for further information on the Tenneco Energy acquisitions and
dispositions.
(c) Includes a gain of $265 million related to the sale of Tenneco Energy's
natural gas liquids business, including its interest in an MTBE plant then
under construction.
(d) During 1993, Tenneco Energy recorded an extraordinary loss as a result of
the prepayment of long-term debt. See Note 5 to the Combined Financial
Statements of Tenneco Energy, included elsewhere in this Joint Proxy
Statement-Prospectus, for further information on the Tenneco Energy
extraordinary loss.
(e) During 1992, Tenneco Energy recorded an extraordinary loss as a result of
the defeasance of $310 million of its high interest bearing long-term debt.
(f) In 1992, Tenneco Energy adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
for Income Taxes."
(continued on next page)
29
<PAGE>
(continued from previous page)
(g) Amounts are net of allocations from Tenneco to New Tenneco and Newport
News. The allocation is based on the portion of Tenneco's investment in New
Tenneco and Newport News which is deemed to be debt, generally based on the
ratio of New Tenneco's and Newport News' net assets to Tenneco consolidated
net assets plus debt. 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. Management believes that
the historical allocation of corporate debt and interest expense is
reasonable; however, it is not necessarily indicative of Tenneco Energy's
debt upon completion of the Debt Realignment. See Note 6 to the Combined
Financial Statements of Tenneco Energy, included elsewhere in this Joint
Proxy Statement--Prospectus.
30
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA OF NEW TENNECO
The summary combined financial data as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993 were derived from the audited
Combined Financial Statements of New Tenneco. The summary combined financial
data as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 are unaudited and were derived from the accounting records of
Tenneco. The summary combined financial data as of and for each of the six-
month periods ended June 30, 1996 and 1995 were derived from the unaudited
Combined Financial Statements of New Tenneco. In the opinion of New Tenneco's
management, the summary combined financial data of New Tenneco as of December
31, 1993, 1992 and 1991 and for the years ended December 31, 1992 and 1991, and
as of and for the six months ended June 30, 1996 and 1995 include all adjusting
entries (consisting only of normal recurring adjustments) necessary to present
fairly the information set forth therein. The results of operations for the six
months ended June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
The summary pro forma combined financial data as of and for the six months
ended June 30, 1996 and for the year ended December 31, 1995, have been
prepared to reflect (i) the acquisition of The Pullman Company and its Clevite
products division ("Clevite") in July 1996 and the acquisition of the Amoco
Foam Products Company, a unit of Amoco Chemical Company, ("Amoco Foam
Products"), in August 1996; (ii) the effect on New Tenneco of the Cash
Realignment and Debt Realignment; (iii) the effect on New Tenneco of the
Corporate Restructuring Transactions and other transactions pursuant to the
provisions of the Distribution Agreement and Merger Agreement; and (iv) the
issuance of New Tenneco Common Stock as part of the Industrial Distribution.
The unaudited pro forma combined financial data for the year ended December 31,
1995 also reflects the pro forma results of operations of Mobil Plastics prior
to its acquisition in November 1995. The Clevite and Amoco Foam Products
acquisitions do not meet the SEC's criteria for inclusion of separate
historical financial statements. The unaudited pro forma combined Statements of
Income Data have been prepared as if the transactions occurred on January 1,
1995; the unaudited pro forma combined Balance Sheet Data have been prepared as
if the transactions occurred on June 30, 1996. The summary pro forma combined
financial data are not necessarily indicative of the results of operations of
New Tenneco had the transactions reflected therein actually been consummated on
the dates assumed and are not necessarily indicative of the results of
operations for any future period.
This information should be read in conjunction with the "Unaudited Pro Forma
Combined Financial Statements of New Tenneco" the "New Tenneco Combined
Selected Financial Data" included elsewhere in this Joint Proxy--Prospectus,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of New Tenneco and New Tenneco's Combined Financial Statements, and
notes thereto, included in the New Tenneco Information Statement attached
hereto as Appendix C.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
-------------------------- ---------------------------------------------------------
PRO FORMA PRO FORMA
(MILLIONS EXCEPT PER SHARE 1996 1996(A) 1995(A) 1995 1995(A) 1994(A) 1993(A) 1992 1991
AMOUNTS) --------- ------- ------- --------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating
revenues from continuing
operations--
Automotive............... $1,583 $1,463 $1,263 $2,710 $2,479 $1,989 $1,785 $1,763 $1,668
Packaging................ 1,927 1,775 1,318 4,556 2,752 2,184 2,042 2,078 1,934
Intergroup sales and
other................... (5) (5) (4) (10) (10) (7) (7) (5) (5)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total.................. $3,505 $3,233 $2,577 $7,256 $5,221 $4,166 $3,820 $3,836 $3,597
====== ====== ====== ====== ====== ====== ====== ====== ======
Income from continuing
operations before
interest expense, income
taxes and minority
interest--
Automotive............... $ 170 $ 163 $ 134 $ 258 $ 240 $223 $ 222 $ 237 $ 188
Packaging................ 280 256 244 548 430 209 139 221 139
Other.................... (5) (5) -- 2 2 24 20 7 3
------ ------ ------ ------ ------ ------ ------ ------ ------
Total.................. 445 414 378 808 672 456 381 465 330
Interest expense (net of
interest capitalized).... 83 100 74 166 160 104 101 102 111
Income tax expense........ 147 126 124 291 231 114 115 154 80
Minority Interest......... 10 10 12 23 23 -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------
Income from continuing
operations............... 205 178 168 328 258 238 165 209 139
Loss from discontinued
operations, net of income
tax...................... -- -- -- -- -- (31) (7) (7) (12)
Cumulative effect of
changes in accounting
principles, net of income
tax...................... -- -- -- -- -- (7)(c) -- (99)(c) --
------ ------ ------ ------ ------ ------ ------ ------ ------
Net income................ $ 205 $ 178 $ 168 $ 328 $ 258 $ 200 $ 158 $ 103 $ 127
====== ====== ====== ====== ====== ====== ====== ====== ======
Income from continuing
operations per share..... $ 1.20 $ 1.89
====== ======
Net income per share...... $ 1.20 $ 1.89
====== ======
BALANCE SHEET DATA(B):
Total assets.............. $7,617 $6,523 $4,430 N/A $6,117 $3,940 $3,029 $2,812 $2,792
Short-term debt(d)........ 13 530 205 N/A 384 108 94 182 758
Long-term debt(d)......... 2,132 1,573 1,246 N/A 1,648 1,039 1,178 1,675 1,555
Minority interest......... 301 301 297 N/A 301 301 1 1 2
Combined equity........... 2,988 2,168 1,163 N/A 1,852 987 533 (87) (553)
OTHER DATA:
EBITDA(e)................. $ 603 $ 551 $ 458 $1,023 $ 845 $ 598 $ 518 $ 595 $ 463
</TABLE>
(Continued on next page)
31
<PAGE>
(Continued from previous page)
- --------
(a) For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of New Tenneco included in
the New Tenneco Information Statement attached hereto as Appendix C.
(b) During 1995 and 1994, the Automotive and Packaging operating segments of
New Tenneco each completed several acquisitions, the most significant of
which was the Packaging segment's acquisition of Mobil Plastics for $1.3
billion in late 1995. See Note 4 to the Combined Financial Statements of
New Tenneco, included in the New Tenneco Information Statement attached
hereto as Appendix C, for further information on New Tenneco's
acquisitions.
(c) In 1994, New Tenneco adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits." In 1992, New Tenneco adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts include debt allocated to New Tenneco from Tenneco based
on the portion of Tenneco's investment in New Tenneco which is deemed to be
debt, generally based upon the ratio of New Tenneco's net assets to Tenneco
consolidated net assets plus debt. 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. Management
believes that the historical allocation of corporate debt and interest
expense is reasonable; however, it is not necessarily indicative of New
Tenneco's debt upon completion of the Debt Realignment nor debt and
interest that may be incurred by New Tenneco as a separate public entity.
See the Combined Financial Statements of New Tenneco, and notes thereto,
included in the New Tenneco Information Statement attached hereto as
Appendix C.
(e) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the combined
historical or pro forma Statements of Income. In addition, EBITDA should
not be considered as an alternative to net income or operating income, as
an indicator of the operating performance of New Tenneco or as an
alternative to operating cash flows as a measure of liquidity.
32
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA OF NEWPORT NEWS
The summary combined financial data as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993 were derived from the audited
Combined Financial Statements of Newport News. The summary combined financial
data as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 are unaudited and were derived from the accounting records of
Tenneco. The summary combined financial data as of and for each of the six-
month periods ended June 30, 1996 and 1995 were derived from the unaudited
Combined Financial Statements of Newport News. In the opinion of Newport News'
management, the summary combined financial data of Newport News as of December
31, 1993, 1992 and 1991 and for the years ended December 31, 1992 and 1991 and
as of and for the six months ended June 30, 1996 and 1995 include all adjusting
entries (consisting only of normal recurring adjustments) necessary to present
fairly the information set forth therein. The results of operations for the six
months ended June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
The summary pro forma combined financial data as of and for the six months
ended June 30, 1996 and for the year ended December 31, 1995, have been
prepared to reflect: (i) borrowings of $614 million under the Newport News
Financings (as defined); (ii) the cash dividend of $600 million to be paid by
Newport News to Tenneco or one of its subsidiaries as part of the Debt
Realignment; (iii) the payment of $14 million of fees and expenses incurred in
connection with the Newport News Financings; and (iv) the issuance of Newport
News Common Stock pursuant to the Shipbuilding Distribution. The unaudited pro
forma combined Statements of Earnings Data have been prepared as if the
transactions occurred on January 1, 1995; the unaudited pro forma combined
Balance Sheet Data have been prepared as if the transactions occurred on June
30, 1996. The summary pro forma combined financial data are not necessarily
indicative of the results of operations of Newport News had the transactions
reflected therein actually been consummated on the dates assumed and are not
necessarily indicative of the results of operations for any future period.
This information should be read in conjunction with the "Unaudited Pro Forma
Combined Financial Statements of Newport News" and the "Newport News Combined
Selected Financial Data" included elsewhere in this Joint Proxy Statement--
Prospectus and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" of Newport News, and the Newport News Combined Financial
Statements, and notes thereto, included in the Newport News Information
Statement attached hereto as Appendix D.
<TABLE>
<CAPTION>
YEARS
ENDED
DECEMBER
SIX MONTHS ENDED JUNE 30, 31,
------------------------- ------------------------------------------------------------
PRO FORMA PRO FORMA
(MILLIONS EXCEPT PER SHARE 1996 1996(A) 1995(A) 1995 1995(A) 1994(A) 1993(A) 1992 1991
AMOUNTS) --------- ------- ------- --------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF EARNINGS
DATA:
Net sales................ $ 915 $ 915 $ 845 $1,756 $1,756 $1,753 $1,861 $2,265 $2,216
====== ====== ====== ====== ====== ====== ====== ====== ======
Operating earnings....... $ 80 $ 81 $ 90 $ 155 $ 157 $ 201 $ 210 $ 249 $ 224
====== ====== ====== ====== ====== ====== ====== ====== ======
Earnings before
cumulative effect of
changes in accounting
principles.............. $ 29 $ 37 $ 41 $ 54 $ 73 $ 95 $ 111 (b) $ 143 $ 135
Cumulative effect of
changes in accounting
principles, net of tax.. -- -- -- -- -- (4)(c) -- (93)(c) --
------ ------ ------ ------ ------ ------ ------ ------ ------
Net earnings............. $ 29 $ 37 $ 41 $ 54 $ 73 $ 91 $ 111 $ 50 $ 135
====== ====== ====== ====== ====== ====== ====== ====== ======
Earnings per share........ $ .85 $ 1.55
====== ======
BALANCE SHEET DATA:
Working capital......... $ 185 $ 41 $ 4 N/A $ (19) $ (75) $ (121) $ (89) $ (470)
Total assets............ 1,461 1,452 1,337 N/A 1,380 1,263 1,235 1,450 1,412
Short-term debt(d)...... 28 95 54 N/A 68 30 34 83 36
Long-term debt(d)....... 586 282 326 N/A 292 287 423 761 364
Combined equity......... 194 349 236 N/A 272 199 105 (173) (30)
OTHER DATA:
EBITDA(e)............... $ 112 $ 113 $ 123 $ 225 $227 $ 270 $ 297 $ 323 $ 298
</TABLE>
(continued on next page)
33
<PAGE>
(continued from previous page)
- --------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Newport News, included in
the Newport News Information Statement attached hereto as Appendix D.
(b) Includes a gain of $15 million related to the sale of Sperry Marine
businesses.
(c) In 1994, Newport News adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits." In 1992, Newport News adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts represent debt allocated to Newport News from Tenneco
based on the portion of Tenneco's investment in Newport News which is
deemed to be debt, generally based upon the ratio of Newport News' net
assets to Tenneco consolidated net assets plus debt. 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. Management believes that the historical allocation of corporate
debt and interest expense is reasonable; however, it is not necessarily
indicative of Newport News' debt upon completion of the Debt Realignment,
nor debt and interest that may be incurred by Newport News as a separate
public entity. See the Combined Financial Statements of Newport News, and
notes thereto, included in the Newport News Information Statement attached
hereto as Appendix D.
(e) EBITDA represents earnings before cumulative effect of changes in
accounting principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon GAAP; however, the
amounts included in the EBITDA calculation are derived from amounts
included in the combined historical or pro forma Statements of Earnings. In
addition, EBITDA should not be considered as an alternative to net income
or operating income, as an indicator of the operating performance of
Newport News or as an alternative to operating cash flows as a measure of
liquidity.
34
<PAGE>
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
The tables below present certain comparative historical and pro forma per
share data adjusted to reflect: (a) the El Paso pro forma equivalent of one
share of Tenneco Common Stock, and (b) the New Tenneco and Newport News pro
forma equivalent of one share of Tenneco Common Stock. The El Paso pro forma
equivalent data is calculated based on the estimated conversion ratio of El
Paso Common Stock per share of Tenneco Common Stock multiplied by the pro forma
El Paso data. The estimated conversion ratio was calculated assuming, solely
for the purpose of making such calculation, (i) an Average El Paso Common Price
of $39.8625 (which is equal to the average per share closing price on the NYSE
for the El Paso Common Stock for the 20-day trading period ended on August 21,
1996), (ii) prior consummation of the Acquisition, and (iii) the issuance of no
additional shares of Tenneco Common Stock upon the exercise of options and the
vesting of performance share awards in connection with the Merger. The actual
conversion ratio may be higher or lower depending upon the Average El Paso
Common Price. See "THE MERGER--Conversion of Shares". The New Tenneco and
Newport News pro forma equivalent data is calculated based on the distribution
ratio for Tenneco Common Stock. In each case, the New Tenneco and Newport News
pro forma data is multiplied by the distribution ratio to calculate the
equivalent pro forma data. See "THE DISTRIBUTIONS" for discussion of the
Distributions.
EL PASO AND TENNECO COMMON EQUIVALENT PER SHARE DATA
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA(A)
-------------------------- -----------------------------------
TENNECO COMMON TENNECO COMMON
EQUIVALENT EL PASO EQUIVALENT
----------------- ----------------- -----------------
STOCK STOCK STOCK
STOCK ISSUANCE STOCK ISSUANCE STOCK ISSUANCE
ISSUANCE NOT ISSUANCE NOT ISSUANCE NOT
EL PASO APPROVED APPROVED APPROVED APPROVED APPROVED APPROVED
------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31,
1995
Income from continuing
operations per common
share................. $ 2.47 $ .24 $ .06 $2.90 $2.60 $.28 $.07
Cash dividends per
common share.......... 1.32 .13 .03 1.32 1.32 .13 .03
Cash dividends per El
Paso Preferred
Depositary Share...... -- -- -- -- 4.00 -- .29
Six Months Ended June
30, 1996
Income (loss) from
continuing operations
per common share...... $(0.31) $(.03) $(.01) $ .75 $ .42 $.07 $.01
Cash dividends per
common share.......... 0.70 .07 .02 .70 .70 .07 .02
Cash dividends per El
Paso Preferred
Depositary Share...... -- -- -- -- 2.00 -- .15
Book value per common
share................. 19.32 1.87 .48 27.73 24.53 2.69 .61
</TABLE>
TENNECO, TENNECO COMMON EQUIVALENT, NEW TENNECO EQUIVALENT AND NEWPORT NEWS
EQUIVALENT PER SHARE DATA
<TABLE>
<CAPTION>
PRO FORMA EQUIVALENT(B)
------------------------------------
TENNECO
TENNECO COMMON NEW NEWPORT TOTAL
STOCK ISSUANCE APPROVED HISTORICAL EQUIVALENT TENNECO NEWS PRO FORMA
- ----------------------- ---------- ---------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1995
Income from continuing
operations per common share.. $2.75 $.28 $1.89 $.31 $2.48
Cash dividends per common
share........................ 1.60 .13 N/A N/A .13
Cash dividends per El Paso
Preferred Depositary Share... -- -- -- -- --
Six Months Ended June 30, 1996
Income from continuing
operations per common share.. $1.83 $.07 $1.20 $.17 $1.44
Cash dividends per common
share........................ .90 .07 N/A N/A .07
Cash dividends per El Paso
Preferred Depositary Share... -- -- -- -- --
Book value per common share... 20.89 2.69 17.49 1.14 21.32
<CAPTION>
PRO FORMA EQUIVALENT(B)
------------------------------------
TENNECO
TENNECO COMMON NEW NEWPORT TOTAL
STOCK ISSUANCE NOT APPROVED HISTORICAL EQUIVALENT TENNECO NEWS PRO FORMA
- --------------------------- ---------- ---------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1995
Income from continuing
operations per common share.. $2.75 $.07 $1.89 $.31 $2.27
Cash dividends per common
share........................ 1.60 .03 N/A N/A .03
Cash dividends per El Paso
Preferred Depositary Share... -- .29 -- -- .29
Six Months Ended June 30, 1996
Income from continuing
operations per common share.. $1.83 $.01 $1.20 $.17 $1.38
Cash dividends per common
share........................ .90 .02 N/A N/A .02
Cash dividends per El Paso
Preferred Depositary Share... -- .15 -- -- .15
Book value per common share... 20.89 .61 17.49 1.14 19.24
</TABLE>
- -------
(a) El Paso includes the pro forma effects of the Refinancing Transactions, the
proceeds of which will be used to pay down long-term debt assumed in the
Merger. See the "Unaudited Pro Forma Combined Financial Statements of El
Paso and Tenneco Energy" included elsewhere herein.
(b) New Tenneco includes the pro forma effects of the Clevite and Amoco Foam
Products acquisitions for all periods, and the pro forma effects of the
Mobil Plastics acquisition for the year ended December 31, 1995. See the
"Unaudited Pro Forma Combined Financial Statements of New Tenneco" included
elsewhere herein.
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RISK FACTORS
The following factors, in conjunction with the other information included in
this Joint Proxy Statement-Prospectus (including the documents incorporated by
reference herein), should be considered by the stockholders of Tenneco and El
Paso in evaluating the matters presented herein.
RISKS RELATING TO THE TRANSACTION
Lack of Operating History as Separate Entities and Potential Disruptions in
Operations
Upon consummation of the Distributions, Tenneco (as a subsidiary of El Paso)
will own and operate the Energy Business, New Tenneco will own and operate the
Industrial Business and Newport News will own and operate the Shipbuilding
Business. None of these businesses have any recent operating histories as
separate entities and each of these businesses has historically been able to
rely on the earnings, assets and cash flow of the others for capital
requirements and certain administrative services.
Following the Distributions, the ability of each of Tenneco, New Tenneco and
Newport News to satisfy its respective obligations and maintain profitability
will be dependent upon its future performance, which will be subject to
prevailing economic conditions and to financial, business and other factors
affecting the business operations of Tenneco, New Tenneco or Newport News,
respectively, including factors beyond the control of Tenneco, New Tenneco or
Newport News.
Subsequent to the Distributions, each of New Tenneco and Newport News will
be a smaller and less diversified company than Tenneco was prior to the
Distributions. In addition, the division of Tenneco may result in some
temporary dislocation and inefficiencies to the business operations, as well
as the organization and personnel structure, of each company, and will also
result in the duplication of certain personnel, administrative and other
expenses required for the operation of independent companies. Pursuant to the
Merger Agreement, the directors of El Paso Subsidiary as of the Merger
Effective Time will become the directors of Tenneco upon consummation of the
Merger. In addition, as of the Merger Effective Time, it is expected that
substantially all the executive officers of Tenneco will resign and become the
initial executive officers of New Tenneco and the executive officers of El
Paso Subsidiary as of the Merger Effective Time will become the executive
officers of Tenneco. There can be no assurance that such transition in the
management of Tenneco will not disrupt, at least temporarily, the operations
of the Energy Business. Nevertheless, the Tenneco Board of Directors believes
that separation of the companies also will result in certain long-term
operating efficiencies by allowing the companies to focus on their respective
businesses.
Potential Responsibility for Liabilities Not Expressly Assumed
The Distribution Agreement and the Ancillary Agreements allocate among
Tenneco, New Tenneco and Newport News responsibility for various debts,
liabilities and obligations. See "THE DISTRIBUTIONS--Relationship Among
Tenneco, New Tenneco and Newport News After the Distributions." It is possible
that a court would disregard this contractual allocation of debts, liabilities
and obligations among the parties and require either Tenneco, New Tenneco or
Newport News to assume responsibility for obligations allocated to another
party, particularly if such other party were to refuse or was unable to pay or
perform any of its allocated obligations.
Increased Leverage of Newport News After the Transaction
Although following the Transaction Newport News will have substantially less
debt than Tenneco had prior to the Transaction, Newport News will be
substantially more leveraged. If the Transaction (including the Debt
Realignment) had been consummated as of June 30, 1996, on a pro forma basis,
Newport News would have had total debt of $614 million and total stockholders'
equity of $194 million. See "UNAUDITED PRO FORMA FINANCIAL INFORMATION--
Unaudited Pro Forma Combined Financial Statements of Newport News."
Potential Federal Income Tax Liabilities
It is a condition to the Distributions and the Merger that Tenneco receive
the IRS Ruling Letter to the effect, among other things, that for federal
income tax purposes the Distributions will be tax-free to Tenneco and the
Tenneco Stockholders under Section 355 of the Code (except to the extent cash
is received in lieu of fractional
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shares) and that certain other transactions to be effected as part of the
Corporate Restructuring Transactions will be tax-free. See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES." Such an IRS ruling letter, while generally binding
upon the IRS, is based upon certain factual representations and assumptions.
If such factual representations and assumptions were incomplete or untrue in a
material respect, or the facts upon which the IRS Ruling Letter was based are
materially different from the facts at the time of the Distributions, the IRS
could modify or revoke the IRS Ruling Letter retroactively. Each of El Paso,
Tenneco, New Tenneco and Newport News has agreed to certain restrictions on
its future actions to provide further assurances that the Distributions will
be tax-free for federal income tax purposes.
If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then, in general, a corporate level federal income
tax would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Section 355
of the Code) would be based upon the gain (computed as the difference between
the fair market value of the stock distributed and the distributing
corporation's adjusted basis in such stock) realized by each of the
distributing corporations upon its distribution of the stock of one or more
controlled corporations to its stockholders in the Transaction. The corporate
level federal income tax would be payable by Tenneco. Under certain limited
circumstances, however, New Tenneco and Newport News have agreed to indemnify
Tenneco for a defined portion of such tax liabilities. See "THE
DISTRIBUTIONS--Certain Relationships among Tenneco, New Tenneco and Newport
News After the Distributions--Ancilliary Agreements--Tax Sharing Agreement."
In addition, under IRS regulations, each member of the consolidated group
(including New Tenneco and Newport News) is severally liable for such tax
liability.
It is possible that legislation may be introduced requiring a distributing
corporation in a transaction otherwise qualifying as a tax-free distribution
under Section 355 of the Code to recognize gain on the distribution of the
stock of one or more controlled corporations under certain circumstances. If
such legislation were enacted, the Distributions, if ultimately subject to
such legislation, may result in significant taxable gain to Tenneco under
Section 355(c) of the Code. See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--
Possible Future Legislation."
Furthermore, if the Distributions were not tax-free under Section 355 of the
Code, then each holder of Tenneco Common Stock who receives shares of New
Tenneco Common Stock and Newport News Common Stock in the Distributions would
be treated as if such stockholder received taxable distributions in an amount
equal to the fair market value of the New Tenneco Common Stock and Newport
News Common Stock received, which would result in: (i) a dividend to the
extent paid out of Tenneco's current and accumulated earnings and profits;
then (ii) a reduction in such stockholder's basis in Tenneco Common Stock to
the extent the amount received exceeds the amount referenced in clause (i);
and then (iii) gain from the sale or exchange of Tenneco Common Stock to the
extent the amount received exceeds the sum of the amounts referenced in
clauses (i) and (ii).
In connection with, and as a condition to consummation of, the Transaction,
Tenneco will also receive a Tax Opinion, to the effect, among other things
(but only to the extent not covered by the IRS Ruling Letter), that the Merger
will constitute a reorganization under Section 368(a)(1)(B) of the Code and
that no gain or loss will be recognized by the holders of Tenneco Stock upon
the exchange of such Tenneco Stock for El Paso Common Stock and El Paso
Preferred Depositary Shares, if any (except to the extent that cash is
received in lieu of fractional shares or any fractional El Paso Preferred
Depositary Shares or in connection with a proper demand for appraisal of
shares). If the Merger does not qualify as a reorganization within the meaning
of Section 368(a)(1)(B) of the Code, the Tenneco Stockholders will recognize
gain or loss upon the receipt of the El Paso Common Stock and any El Paso
Preferred Depositary Shares in exchange for their Tenneco Stock equal to the
difference between the fair market value of the El Paso Common Stock and El
Paso Preferred Depositary Shares, if any, received and their basis in their
Tenneco Stock. In this regard, the failure of the Merger to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of the Code may also
cause the Distributions to not qualify as tax-free distributions under Section
355 of the Code, in which case Tenneco and the Tenneco Stockholders who
receive Newport News Common Stock and New Tenneco Common Stock in the
Distributions would be treated in the manner described in the previous two
paragraphs of this section.
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Consideration for Tenneco Common Stock in Merger May Vary Due to Collar
Under the terms of the Merger Agreement, the Collar only impacts the number
(and thus the aggregate value) of shares received in the Merger by the holders
of Tenneco Common Stock and does not have any impact on the number (and thus
the aggregate value) of shares received by holders of Tenneco Preferred Stock.
The number of shares of El Paso Common Stock and any El Paso Preferred
Depositary Shares to be issued to holders of Tenneco Common Stock in the
Merger will be based on the Average El Paso Common Price only if such price is
within the Collar. If this price exceeds the Collar, the number of such shares
issued will nonetheless be based on $38.3625, with the result that shares
received by holders of Tenneco Common Stock in the Merger will likely have a
market value, as of the Merger Effective Time, that exceeds [$638 million.]
If, on the other hand, this price is less than the Collar, the number of such
shares so issued will nonetheless be based on $31.3875, with the result that
the shares received by holders of Tenneco Common Stock in the Merger will
likely have a market value, as of the Merger Effective Time, that is less than
[$638 million.] See "THE TRANSACTION--Consideration to Tenneco Stockholders."
The Average El Paso Common Price, if it were to be based on the 20-day trading
period ended August 21, 1996, would be $39.8625. Since that price is above the
Collar, the number of shares that would have been issued to holders of Tenneco
Common Stock would have been based on (or given effect to, in the case where
the Stock Issuance is not approved) the upper limit of the Collar of $38.3625
(and thus would likely have a market value as of the Merger Effective Time in
excess of [$638 million]). There can no be assurance, however, that, when
finally determined as of the Merger Effective Time the Average El Paso Common
Price will not have fallen below $31.3875, thereby decreasing the total
consideration to be received by holders of Tenneco Common Stock. See "THE
MERGER--Conversion of Shares."
No Current Market for New Tenneco Common Stock and Newport News Common Stock
There is not currently a public market for either New Tenneco Common Stock
or Newport News Common Stock, and there can be no assurance that such public
trading markets will develop or, assuming such public trading markets develop,
the prices at which trading in New Tenneco Common Stock or Newport News Common
Stock will occur after the Distributions. Until shares of New Tenneco Common
Stock and Newport News Common Stock are fully distributed and an orderly
market develops, the prices at which trading in such shares occurs may
fluctuate significantly. Tenneco intends to apply for listing of the New
Tenneco Common Stock and Newport News Common Stock on the NYSE. See "THE
DISTRIBUTIONS--Trading of New Tenneco Common Stock and Newport News Common
Stock." Prices for New Tenneco Common Stock and Newport News Common Stock will
each be determined in the marketplace and may be influenced by many factors,
including the respective operating performances of New Tenneco and Newport
News, the depth and liquidity of the market for New Tenneco Common Stock and
Newport News Common Stock, investor perception of New Tenneco and Newport
News, and general economic and market conditions.
No Current Market for El Paso Preferred Depositary Shares
Although El Paso intends to list the El Paso Preferred Depositary Shares, if
issued, on the NYSE, there is not currently a public market for El Paso
Preferred Depositary Shares and there can be no assurance as to the prices at
which trading in El Paso Preferred Depositary Shares will occur after the
Transaction. Until El Paso Preferred Depositary Shares are fully distributed
and an orderly market develops, the prices at which trading in any such shares
occurs may fluctuate significantly. Furthermore, although the dividend rate on
the El Paso Preferred Stock will be designed to cause the market price of 25
El Paso Preferred Depositary Shares to equal approximately $1,000, there can
be no assurance that such market price will be obtained. See "DESCRIPTION OF
EL PASO PREFERRED STOCK AND DEPOSITARY SHARES."
Uncertainty Regarding Trading Prices of and Markets for Stock Following the
Transaction
Upon consummation of the Transaction, holders of Tenneco Common Stock as of
the Merger Effective Time and the Distribution Record Date will have received
shares of El Paso Common Stock (and El Paso Preferred Depositary Shares, if
the Stock Issuance is not approved), New Tenneco Common Stock and Newport News
Common Stock and holders of Tenneco Preferred Stock as of the Merger Effective
Time will have received shares of El Paso Common Stock.
Tenneco Stockholders should be aware that there can be no assurance as to
whether the combined market value after the Transaction of the shares of El
Paso Common Stock (and any El Paso Preferred Depositary
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Shares), New Tenneco Common Stock and Newport News Common Stock (plus cash in
lieu of fractional shares and any fractional El Paso Preferred Depositary
Shares) received in respect of their shares of Tenneco Common Stock will be
less than, equal to or greater than the market value of their shares of
Tenneco Common Stock prior to the Transaction. Furthermore, there can be no
assurance that after the Transaction the market value of the shares of El Paso
Common Stock (plus cash in lieu of fractional shares) received in respect of
their shares of $7.40 Preferred Stock or $4.50 Preferred Stock in the Merger
will be less than, equal to or greater than the liquidation preference or, in
the case of the $7.40 Preferred Stock, market value, of such shares of $7.40
Preferred Stock or $4.50 Preferred Stock prior to the Transaction. Tenneco
Common Stock is currently listed and traded, and following the Distributions,
New Tenneco Common Stock will be listed, on the NYSE and the Chicago, Pacific,
Toronto and London Stock Exchanges. El Paso Common Stock and $7.40 Preferred
Stock are currently listed and traded on the NYSE. Upon consummation of the
Transaction, El Paso Preferred Depositary Shares, if any, and Newport News
Common Stock will be listed on the NYSE.
Uncertainty Regarding Future Dividend Policies
Historically, Tenneco has paid cash dividends on Tenneco Common Stock and
Tenneco Preferred Stock. The future payments of dividends by New Tenneco and
Newport News will depend on decisions that will be made by the New Tenneco
Board of Directors and the Newport News Board of Directors, respectively, from
time to time based on the results of operations and financial conditions of
each entity. The future payments of dividends by El Paso will be (i) dependent
on El Paso's results of operations, financial condition, cash requirements and
other relevant factors, (ii) subject to the discretion of the Board of
Directors of El Paso, and (iii) subject to restrictions, if any, contained in
debt instruments of El Paso in effect from time to time and under the DGCL. El
Paso Preferred Stock will bear dividends at a rate (which will be not less
than 6% per year nor more than 10% per year) which will be designed to cause
the market price of 25 El Paso Preferred Depositary Shares to equal
approximately $1,000. There can be no assurance that the annual dividend rate
received by holders of Tenneco Common Stock prior to the Transaction will be
equal to the aggregate dividend rate which such holders will receive from the
shares of El Paso Common Stock, El Paso Preferred Depositary Shares (if any),
New Tenneco Common Stock and Newport News Common Stock received in respect of
their Tenneco Common Stock in the Transaction (and it is unlikely that the
dividend rate would be greater than the aggregate dividend rate received by
holders of Tenneco Common Stock prior to the Transaction). There can be no
assurance that the annual dividend rate received by holders of Tenneco
Preferred Stock prior to the Transaction will be equal to the aggregate
dividend rate which such holders will receive from the shares of El Paso
Common Stock received in respect of their Tenneco Preferred Stock in the
Transaction (and it is unlikely that the dividend rate would be greater than
the aggregate dividend rate received by holders of Tenneco Preferred Stock
prior to the Transaction).
Consents Required to Effect Transaction
Certain of Tenneco's existing debt and other contractual arrangements
prohibit the consummation of the Transaction unless an appropriate amendment,
consent or waiver from third parties is obtained. It is a condition of the
Transaction that these amendments, consents or waivers have been obtained,
except for those for which the failure to obtain would not have a material
adverse effect. See "DEBT AND CASH REALIGNMENT" and "THE DISTRIBUTIONS."
Potential Conflicts
Subsequent to the Transaction, the interests of El Paso (which will include
Tenneco as a subsidiary), New Tenneco and Newport News may potentially
conflict due to the ongoing relationships among the companies. Additionally,
New Tenneco and Newport News will share one common director following the
Distributions and New Tenneco and El Paso will share one common director
following the Merger. Appropriate policies and procedures will be followed by
the Board of Directors of each company to attempt to limit the involvement of
the common directors (and, if appropriate, other officers and directors of
such companies) in situations that could give rise to conflicts of interest.
See "THE DISTRIBUTIONS--Relationship Among Tenneco, New Tenneco and Newport
News After the Distributions."
Differences in Stockholder Rights
For a description of the principal differences in the rights of holders of
Tenneco Stock and holders of El Paso Common Stock and El Paso Preferred Stock,
see "COMPARISON OF RIGHTS OF STOCKHOLDERS
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OF TENNECO AND EL PASO." For a description of the principal differences in the
rights of holders of Tenneco Common Stock and holders of New Tenneco Common
Stock and Newport News Common Stock, see "COMPARISON OF RIGHTS OF STOCKHOLDERS
OF TENNECO, NEW TENNECO AND NEWPORT NEWS."
Potential Indemnification Liabilities
Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, each of Tenneco, New Tenneco and Newport News has agreed to
indemnify the other parties from and after consummation of the Distributions
with respect to certain debts, liabilities and obligations. See "THE
DISTRIBUTIONS--Relationship Among Tenneco, New Tenneco and Newport News After
the Distributions."
Potential Liabilities Due to Fraudulent Transfer Considerations and Legal
Dividend Requirements
The Corporate Restructuring Transactions, Debt Realignment and Tenneco's
distribution of the New Tenneco Common Stock and Newport News Common Stock to
holders of Tenneco Common Stock are subject to review under federal and state
fraudulent conveyance laws. Under these laws, if a court in a lawsuit by an
unpaid creditor or a representative of creditors (such as a trustee in
bankruptcy of Tenneco, New Tenneco or Newport News as a debtor-in-possession)
were to determine that Tenneco, New Tenneco, Newport News or any of their
subsidiaries did not receive fair consideration or reasonably equivalent value
for incurring indebtedness or transferring assets in connection with the Debt
Realignment and Corporate Restructuring Transactions and, at the time of the
Distributions, or such incurrence of indebtedness or transfer of assets,
Tenneco, New Tenneco, Newport News or any of their subsidiaries (i) was
insolvent or would be rendered insolvent, (ii) had unreasonably small capital
with which to carry on its business and all businesses in which it intended to
engage, or (iii) intended to incur, or believed it would incur, debts beyond
its ability to repay such debts as they would mature, then such court could
order the holders of the New Tenneco Common Stock and the Newport News Common
Stock to return the value of the stock and any dividends paid thereon, bar
future dividend and redemption payments on the stock, and invalidate, in whole
or in part, the Corporate Restructuring Transactions, Debt Realignment or
Distributions, as fraudulent conveyances.
The measure of insolvency for purposes of the fraudulent conveyance laws
will vary depending on which jurisdiction's law is applied. Generally,
however, an entity would be considered insolvent if the present fair saleable
value of its assets is less than (i) the amount of its liabilities (including
contingent liabilities), or (ii) the amount that will be required to pay its
probable liabilities on its existing debts as they become absolute and mature.
No assurance can be given as to what standard a court would apply in
determining insolvency or that a court would not determine that Tenneco, New
Tenneco, Newport News or any of their subsidiaries was "insolvent" at the time
of or after giving effect to the Corporate Restructuring Transactions, the
Debt Realignment and the Distributions.
In addition, Tenneco's distribution of the New Tenneco Common Stock and the
Newport News Common Stock, and the distributions pursuant to the Corporate
Restructuring Transactions and Debt Realignment, are subject to review under
state corporate distribution statutes. Under the DGCL, a corporation may only
pay dividends to its stockholders either (i) out of its surplus (net assets
minus capital) and not out of capital, or (ii) if there is no such surplus,
out of its net profits for the fiscal year in which the dividend is declared
and/or the preceding fiscal year. Although all distributions are intended to
be made entirely from surplus, no assurance can be given that a court will not
later determine that some or all of the distributions were unlawful.
Prior to the Distributions, the Tenneco Board of Directors expects to obtain
an opinion from a third-party financial advisor regarding the solvency of
Tenneco, New Tenneco and Newport News and the permissibility of the
Distributions under Section 170 of the DGCL. Tenneco's Board of Directors and
management believe that, in accordance with this opinion, (a) Tenneco, New
Tenneco and Newport News each will not be insolvent at or following the time
of the Distributions (in accordance with the foregoing definitions), will be
able to repay its debts as they mature following the Distributions and will
have sufficient capital to carry on its businesses, and (b) the Distributions
will be made entirely out of surplus, in accordance with Section 170 of DGCL.
There is no certainty, however, that a court would find the opinion rendered
by Tenneco's financial advisor to be binding on creditors of Tenneco, New
Tenneco or Newport News or that a court would reach the same conclusions set
forth
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in such opinion in determining whether Tenneco, New Tenneco or Newport News was
insolvent at the time of, or after giving effect to, the Distributions, or
whether lawful funds were available for the distributions made in connection
with the Transaction.
Potential Dilution Due to Proposed El Paso Equity Offering
Subject to market conditions, El Paso currently intends to issue, in public
or private transactions, up to approximately $200 million of equity securities
following the Merger as part of the Refinancing Transactions, the proceeds of
which would be used to pay down indebtedness of El Paso and its subsidiaries.
There can be no assurance that such issuance will occur or as to the price at
which such securities may be issued. Such issuance could be dilutive to El
Paso's earnings per share and could adversely affect prices for, or the
liquidity of, El Paso Common Stock. See "--Risks Relating to El Paso and
Tenneco Energy--Consummation of the Refinancing Transactions."
RISKS RELATING TO EL PASO AND TENNECO ENERGY
Risks Associated with Fluctuating Market Conditions
The revenues generated by Tenneco Energy and El Paso are dependent upon the
price of natural gas, as well as the prices of alternative sources of energy.
Fluctuations in energy prices are caused by a number of factors, including
regional, domestic and international demand, availability and adequacy of
transportation facilities, energy legislation, federal or state taxes, if any,
on the sale or transportation of natural gas and natural gas liquids and the
abundance of supplies of alternative energy sources.
Uncertainty Surrounding Integration of Operations
El Paso is currently engaged in a comprehensive review of the business and
operations of the Energy Business. Following the completion of such review and
consummation of the Merger, El Paso plans to integrate, for the most part, the
operations of the Energy Business with those of El Paso to increase operating
and administrative efficiency through consolidation and reengineering of
facilities, workforce reductions and coordination of purchasing, sales and
marketing activities. The future operations of the Energy Business as a
subsidiary of El Paso may vary significantly from its historical operations as
a division of Tenneco. While El Paso believes that operational, financial and
administrative synergies can be achieved through the combination of El Paso and
the Energy Business, the amount and timing of realization of such synergies
will depend upon the ability of El Paso to integrate successfully the
businesses and operations of the companies, and the time period over which such
integration is effected.
Consummation of Refinancing Transactions
El Paso has indicated that it currently intends to enter into the Refinancing
Transactions. However, there can be no assurance that any of the Refinancing
Transactions will occur or as to the price, terms or provisions of any of such
transactions. See "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED--
Operation of the Energy Business After the Merger" and "UNAUDITED PRO FORMA
FINANCIAL INFORMATION--Unaudited Pro Forma Combined Financial Statements of El
Paso and Tenneco Energy."
Regulated Industry; Potential Adverse Impact of Pending Cost Recovery and Rate
Proceedings
Certain pipeline facilities, services and rates of both Tenneco Energy
(including TGP, Midwestern Gas Transmission Company and East Tennessee Natural
Gas Company) and El Paso are regulated by the FERC in accordance with the
Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The FERC
regulates the interstate transportation and certain sales of natural gas,
including, among other things, rates and charges allowed natural gas companies,
construction, extensions and abandonments of facilities and service, rates of
depreciation and amortization and accounting systems. The businesses of El Paso
and Tenneco Energy could be adversely affected by the outcome of regulatory or
rate proceedings relating to their pipeline operations.
TGP and El Paso are each currently parties to various regulatory and rate
proceedings relating to their pipeline operations. In particular, TGP is a
party to regulatory proceedings before the FERC relating to the recovery of gas
supply realignment ("GSR") costs associated with the restructuring by TGP of
its transportation, storage and sales services to convert TGP from primarily a
merchant to primarily a transporter of gas.
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As of June 30, 1996, TGP has deferred GSR costs yet to be recovered from its
customers of approximately $551 million, net of $380 million previously
recovered from its customers, subject to refund. A phased proceeding is
underway at the FERC with respect to the recovery of TGP's GSR costs (the "GSR
Proceeding"). Testimony has been completed in connection with Phase I of that
proceeding relating to the eligibility of GSR cost recovery; oral argument on
eligibility issues was originally set by a FERC ALJ for late October 1996. The
Chief Judge of the FERC has since issued orders (i) cancelling the October
oral argument, (ii) convening settlement discussions which commenced on
October 9, 1996, and (iii) postponing scheduling oral argument on eligibility
issues.
Phase II of the proceeding on the prudency of the costs to be recovered and
on certain contract specific eligibility issues has not yet been scheduled,
but will likely occur sometime after the ALJ's decision in Phase I is issued.
The FERC has generally encouraged pipelines to settle such issues through
negotiations with customers. Although the FERC's Order 636 issued April 8,
1992 ("Order 636") transition cost recovery mechanism provides for complete
recovery by pipelines of eligible and prudently incurred transition costs,
certain customers have challenged the prudence and eligibility of TGP's GSR
costs and TGP has engaged in settlement discussions with its customers
concerning the amount of such costs in response to the FERC statements
acknowledging the desirability of such settlements. However, there can be no
assurance regarding the outcome of these settlement discussions.
With regard to TGP's GSR costs, TGP, along with three other pipelines,
executed four separate settlement agreements with Dakota Gasification Company
and the U.S. Department of Energy and initiated four separate proceedings at
the FERC seeking approval to implement the settlement agreements. The
settlement resolved litigation concerning purchases made by TGP of synthetic
gas produced from the Great Plains Coal Gasification plant ("Great Plains").
The FERC previously ruled that the costs related to the Great Plains project
are eligible for recovery through GSR and other special recovery mechanisms
and that the costs are eligible for recovery for the duration of the term of
the original gas purchase agreements. On October 18, 1994, the FERC
consolidated the four proceedings and set them for hearing before an ALJ. The
hearing, which concluded in July 1995, was limited to the issue of whether the
settlement agreements are prudent. The ALJ concluded, in his initial decision
issued in December 1995, that the settlement was imprudent. TGP has filed
exceptions to this initial decision. Tenneco believes that this decision will
not impair TGP's recovery of the costs resulting from this contract. On July
17, 1996, the FERC ordered oral arguments to be heard in September 1996. Oral
arguments were held before the full FERC on September 25, 1996. A decision by
the FERC is expected by the end of the year.
Also related to TGP's GSR costs, in June 1996, TGP settled certain
litigation with ICA Energy, Inc. ("ICA") and TransTexas Gas Corporation
("TransTexas") by making a payment of $125 million. This payment is included
in the deferred GSR costs described above. In connection with that litigation,
certain royalty interest owners filed a claim in July 1996 against TGP in Webb
County, Texas, alleging that they are sellers entitled to tender gas to TGP
under the settled contract. This claim falls under the indemnification
provisions of TGP's settlement agreement with TransTexas and ICA, which
requires TransTexas and ICA to defend and indemnify TGP on this claim.
In a separate declaratory judgment action relating to another gas purchase
contract, the Texas Supreme Court affirmed a ruling of the Court of Appeals
favorable to TGP on August 1, 1995. On April 18, 1996, the Texas Supreme Court
withdrew its initial opinion and issued an opinion reversing the Court of
Appeals opinion on the matter which was favorable to TGP. That Texas Supreme
Court ruling, however, explicitly preserves TGP's defenses based on bad faith
conduct of the producers. In June 1996, TGP filed a motion for rehearing with
the Texas Supreme Court. On August 16, 1996, the Texas Supreme Court denied
TGP's motion. Nothing in the Supreme Court's decision affects TGP's ability to
seek recovery of its above-market costs of purchasing gas under the contract
from its customers as GSR costs in the phased proceedings currently pending
before the FERC. In addition, TGP has initiated two lawsuits against the
holders of this gas purchase contract seeking damages related to their conduct
in connection with that contract.
During the pendency of the declaratory judgment lawsuit, TGP has either
paid, or provided for the payment of, amounts it believes are appropriate to
cover the resolution of its contract reformation litigation, including
providing a bond (the "Bond") in the approximate amount of $200 million. On
September 30, 1996, TGP paid
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approximately $195 million to the producers and the producers agreed to
release all but approximately $2 million of the bonded amount (to cover
remaining disputed interest charges and attorneys' fees). On October 1, 1996,
TGP filed to recover the pricing differential portion of this payment from its
customers. It is anticipated that TGP will also continue to pay the above-
market contract price for the gas tendered by the producers through the
expiration of the contract in 1999, and will seek recovery of those amounts
from its customers in the FERC proceedings as well. TGP plans to amend its
complaint in one of the separate lawsuits pending against the producers to
seek recovery of amounts TGP believes it is entitled to recover as a result of
the producers' bad faith conduct.
Given the uncertainty over the results of ongoing discussions between TGP
and its customers related to the recovery of GSR costs and the uncertainty
related to predicting the outcome of its gas purchase contract reformation
efforts and the associated litigation, Tenneco Energy is unable to predict the
timing or the ultimate impact that the resolution of these issues will have on
the combined financial position or results of operations of the Energy
Business.
On December 30, 1994, TGP filed for a general rate increase (the "1995 Rate
Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, TGP began
collecting rates, subject to refund, reflecting an $87 million increase in
TGP's annual revenue requirement. A Stipulation and Agreement was filed with
an ALJ in this proceeding on April 5, 1996. This Stipulation, which is
currently pending before the FERC, proposed to resolve the rates subject to
the 1995 Rate Case, including structural rate design and increased revenue
requirements, and TGP is reserving revenues it believes adequate to cover the
income impact of any refunds that may be required upon final settlement of
this proceeding. While Tenneco believes that the Stipulation for the
settlement of the 1995 Rate Case is likely to be approved substantially in its
current form, there can be no assurance that there will not be changes which
are adverse to the Energy Business.
For a detailed description of rate and regulatory proceedings relating to
TGP, see "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED--Interstate
Pipeline Operations--Federal Regulation."
In June 1995, El Paso made a filing with the FERC for approval of new system
rates for mainline transportation to be effective January 1, 1996. In July
1995, the FERC accepted and suspended El Paso's filing to be effective January
1, 1996, subject to refund and certain other conditions. The FERC also set El
Paso's rates for hearing. In March 1996, El Paso filed a comprehensive offer
of settlement which, if approved by the FERC, would resolve issues related to
the above-mentioned rate filing and issues surrounding certain contract
reductions and expirations scheduled to occur from January 1, 1996, through
December 31, 1997. The settlement provides for, among other things: (i) a long
term rate stability plan which establishes base rates for a ten-year period
from January 1, 1996, through December 31, 2005, subject to annual escalation
after 1997; (ii) payments within eight years to El Paso by its customers
totaling $255 million (prior to interest) representing recovery of
approximately 35 percent of the revenues (for the period 1996 to 2003)
associated with the contract reductions and expirations; (iii) the sharing
between El Paso (65%) and its customers (35%) of revenues, in excess of a
threshold, which are attributable to unsubscribed capacity sales during the
period 1996 through 2003; and (iv) a mechanism to adjust the base rate for
increases or decreases resulting from laws or regulations to the extent that
costs are impacted at a level in excess of $10 million a year. The settlement
contains a provision which permits any party desiring not to be bound by the
settlement to have its rates determined pursuant to procedures established by
the FERC.
In March 1996, Southern California Edison Company ("Edison"), a firm shipper
on El Paso's system, filed its own offer of settlement. While Edison's offer
is similar in many respects to El Paso's, it contains provisions that El Paso
believes would be adverse to its interests if Edison's offer was approved and
El Paso's offer was rejected. The ALJ has established procedures to determine
what discovery will be allowed in connection with comments on the two offers
of settlement to be filed by the parties and in the meantime has suspended the
schedule for filing comments. It is El Paso's position that discovery is
inappropriate because, among other things, a provision in El Paso's offer of
settlement affords Edison the opportunity to have its rates determined
separately. The ALJ will determine whether to certify El Paso's settlement to
the FERC and will make a similar determination concerning the Edison offer.
Even though the comment schedule has been suspended, comments supporting El
Paso's settlement have been filed by the FERC staff, the regulatory agencies
of California, Arizona,
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and Nevada, the State of New Mexico, and customers representing 95 percent of
the firm throughput on El Paso's mainline transmission system. Comments
opposing Edison's offer have been filed by El Paso, the FERC staff, and the
customer coalition supporting El Paso's settlement. While El Paso believes
that its settlement is likely to be approved substantially on the terms
proposed by El Paso, there can be no assurance that there will not be changes
to such settlement which are adverse to El Paso.
Highly Competitive Industry
The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, interstate
pipelines face competitive pressure from other major pipeline systems,
enabling local distribution companies and end users to choose a supplier or
switch suppliers based on the short term price of gas and the cost of
transportation. Both the Energy Business and El Paso also face varying degrees
of competition from alternative energy sources, such as electricity,
hydroelectric power, coal and oil.
Competition between pipelines is particularly intense in the Chicago,
Northern Indiana, Roanoke, Chattanooga and Atlanta markets served by the
Energy Business, and in TGP's supply area, Louisiana and Texas. In some
instances, the pipelines of the Energy Business have been required to discount
their transportation rates in order to maintain their market share.
Additionally, transportation contracts representing approximately 70% of firm
interstate transportation capacity will be expiring over the next five years,
principally in the year 2000.
El Paso faces significant competition from three companies that transport
natural gas to the California market, which is the largest single market
served by El Paso. Competition generally occurs on the basis of delivered
price. The combined capacity of the four pipelines transporting natural gas to
the California market is 6.9 billion cubic feet per day. In 1995, the demand
for interstate pipeline capacity to California averaged 5.0 billion cubic feet
per day. For a discussion of additional risks relating to the California
market, see "--Reliance on California Market."
Future renegotiations of El Paso's or Tenneco Energy's existing
transportation contracts and negotiations with potential new customers could
be adversely impacted by the foregoing or other competitive factors.
Potential Environmental Liabilities
The current and discontinued operations and activities of El Paso and the
Energy Business are subject to various federal, state, local and foreign laws
and regulations covering the discharge of material into the environment or
otherwise relating to protection of the environment. In particular, El Paso's
and Tenneco Energy's pipeline facilities and their use of facilities for
treating, processing, recovering, or otherwise handling natural gas are
subject to stringent environmental regulation by governmental authorities in
the United States and in foreign jurisdictions. Such regulations have
increased the costs of planning, designing, operating and abandoning
facilities.
El Paso and the Energy Business have each expended significant resources,
both financial and managerial, to comply with environmental regulations and
permitting requirements and each anticipates that it will continue to do so in
the future. Although El Paso and Tenneco Energy believe that their respective
operations and facilities are in general compliance with applicable
environmental laws and regulations, risks of substantial costs and liabilities
are inherent in natural gas operations, and there can be no assurance that
significant costs and liabilities will not be incurred in the future.
Moreover, it is possible that other developments, such as increasingly strict
environmental laws, regulations and enforcement policies thereunder, and
claims for damages to property, employees, other persons and the environment
resulting from El Paso's or Tenneco Energy's current or discontinued
operations, could result in substantial costs and liabilities in the future.
See "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED--Environmental
Matters" and Note 15 to the Tenneco Energy Combined Financial Statements
included elsewhere herein.
Refinancing and Interest Rate Exposure Risks
The business and operating results of each of El Paso and the Energy
Business can be adversely affected by changes in the economic environment,
including changes in interest rates, market perceptions of the natural gas
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industry, El Paso or the Energy Business, or security ratings. It is
anticipated that a substantial portion of the debt of El Paso and its
subsidiaries after the Merger (expected to be in excess of $2 billion) will be
refinanced into long-term fixed rate debt. El Paso's ability to refinance this
debt on favorable terms will be impacted by prevailing interest rates at the
time such debt is refinanced and no assurance can be made that such terms will
be available. El Paso's inability to refinance this debt could have a negative
impact on its financial condition and results of operations.
Risks Related to Use of Derivative Financial Instruments
Prior to 1995, El Paso used derivative instruments to principally manage
well-defined interest rate price risks and had limited involvement in
financial derivative instruments to manage commodity price risks. Subsequent
to the acquisition of Eastex Energy Inc. in September 1995, El Paso has
broadened its utilization of natural gas futures, options and swap contracts
to hedge higher levels of volumetric fixed price purchase and sale
commitments. In the ordinary course and conduct of its business, El Paso's
marketing affiliate, El Paso Energy Marketing ("EPEM"), utilizes futures and
option contracts traded on the New York Mercantile Exchange ("NYMEX") and
over-the-counter ("OTC") options and price and basis swaps with major gas
merchants and financial institutions to hedge its price risk exposure related
to inventories and fixed price commitments to purchase and sell natural gas.
It is EPEM's policy to seek to maintain a balanced portfolio of supply and
demand contracts, utilizing the NYMEX and OTC financial markets to hedge
against price volatility which may affect those obligations. In addition to
its hedging activities, EPEM also engages in selective trading of these
financial instruments. Losses incurred as a result of derivatives transactions
could have an adverse effect on the financial condition or results of
operations of El Paso.
The Energy Business has utilized financial instruments for many years to
mitigate its exposure to various risks. The Energy Business is currently party
to financial instruments to hedge its exposure to changes in interest rates
and natural gas prices. Although losses could occur, the derivatives contracts
used by the Energy Business are generally designated as hedges whose fair
value correlates to price movements of natural gas. As a result, gains or
losses resulting from market changes should generally be offset by losses or
gains on the hedged transaction.
Operating Hazards and Uninsured Risks
The operations of El Paso and the Energy Business are subject to the
inherent risks normally associated with the transportation, gathering and
processing of natural gas, including explosions, pollution and fires, each of
which could result in damage to or destruction of gas transportation,
gathering and processing facilities or damage to persons and property. While
each of El Paso and the Energy Business maintains insurance against such risks
and in amounts that it believes to be reasonable, the occurrence of a
significant event that is not fully insured against could have a material
adverse effect on the combined financial condition or operations of El Paso or
the Energy Business.
Potential Adverse Effects of Weather on Results of Operations
El Paso's and Tenneco Energy's results of operations can be adversely
affected by weather conditions, which may result in lower energy usage or in
increased availability of alternative energy sources, thereby reducing demand
for and prices of natural gas.
Acquisitions and Investments
Opportunities for growth through acquisitions and investments in joint
ventures, and future operating results and the success of acquisitions and
joint ventures within and outside the United States may be subject to the
effects of, and changes in, United States and foreign trade and monetary
policies, laws and regulations, political and economic developments, inflation
rates, and the effects of taxes and operating conditions. Activities in areas
outside the United States are also subject to the risks inherent in foreign
operations, including loss of revenue, property and equipment as a result of
hazards such as expropriation, nationalization, war, insurrection and other
political risks, and the effects of currency fluctuations and exchange
controls.
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Liabilities of Tenneco Energy for Discontinued Businesses
Tenneco has certain actual and contingent liabilities which, under the terms
of the Distribution Agreement, will be liabilities of the Energy Business
after the Distributions. These liabilities relate to, among other things,
retiree medical and other retiree costs of former employees of Tenneco and its
subsidiaries, litigation, environmental matters, and liabilities (including
environmental liabilities) relating to discontinued businesses and operations
of Tenneco and its subsidiaries (other than the discontinued businesses of New
Tenneco and Newport News). El Paso has estimated that the aggregate amount of
these liabilities is approximately $600 million. However, the actual amount of
such liabilities could vary materially from such estimate.
Reliance on California Market
El Paso's business is particularly sensitive to the California market.
California is the largest single market served by El Paso and is the second
largest natural gas market in the nation. However, the industry's increasing
reliance on market forces has allowed the construction of significant excess
pipeline capacity into California. Currently, El Paso has firm transportation
contracts covering 89% of its current capacity to California. By 1998, that
figure has the potential to drop to approximately 53%. El Paso's largest
contracts for interstate capacity to California are with Southern California
Gas Company ("SoCal") and Pacific Gas and Electric Company ("PG&E"). In 1995,
natural gas deliveries by El Paso to SoCal and PG&E accounted for 17% and 12%,
respectively, of El Paso's consolidated operating revenues (no other customer
accounted for 10% or more of such revenues). SoCal has exercised an option in
its contract to relinquish certain firm capacity rights, and PG&E has
exercised its right to relinquish all firm capacity rights commencing in 1998.
In addition to the comprehensive offer of settlement described above, El
Paso is seeking to offset the effects of these and other future reductions in
existing firm capacity commitments by actively seeking new markets, pursuing
attractive opportunities to increase traditional market share, and controlling
costs. El Paso's efforts to obtain new markets in California at full tariff
rates are adversely impacted by the current excess interstate pipeline
capacity to California.
SAFE HARBOR DISCLOSURE: FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Joint Proxy Statement-Prospectus contains or incorporates by reference
forward-looking statements. The factors identified under "RISK FACTORS" are
important factors (but not necessarily all important factors) that could cause
actual results to differ materially from those expressed in any forward-
looking statement made by, or on behalf of, El Paso or Tenneco (or their
respective subsidiaries).
Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, El Paso and
Tenneco caution that, while such assumptions or bases are believed to be
reasonable and are made in good faith, assumed facts or bases almost always
vary from actual results, and the differences between assumed facts or basis
and actual results can be material, depending upon the circumstances. Where,
in any forward-looking statement, El Paso or Tenneco (or their respective
subsidiaries), or their respective managements, express an expectation or
belief as to future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no assurance
that the statement of expectation or belief will result or be achieved or
accomplished. The words "believe," "expect" and "anticipate" and similar
expressions identify forward-looking statements. The portions of this Joint
Proxy Statement--Prospectus which contain forward-looking statements generally
include cross-references to "RISK FACTORS." See also the information contained
under the captions "--Management's Discussion and Analysis of Financial
Condition and Results of Operations of the Energy Business," "--Interstate
Pipeline Operations," "--Gas Marketing, Interstate Pipelines and Related
Services," "--International, Power Generation and Ventures," and "--Operation
of the Energy Business After the Merger," included in the section entitled
"INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED" included elsewhere
herein and the information incorporated by reference from El Paso's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 and El Paso's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, as
amended, and June 30, 1996 under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business and
Properties."
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THE TENNECO SPECIAL MEETING
GENERAL
This Joint Proxy Statement-Prospectus is being furnished to Tenneco
Stockholders in connection with the solicitation of proxies on behalf of the
Tenneco Board of Directors for use at the Tenneco Special Meeting to be held
on December , 1996 at the time and place specified in the accompanying
Notice of Special Meeting of Stockholders, or any adjournment or postponements
thereof.
PURPOSE OF THE TENNECO SPECIAL MEETING
The purpose of the Tenneco Special Meeting is to consider and vote upon a
single, unified proposal to approve and adopt the Transaction and to transact
such other business as may properly come before the Tenneco Special Meeting.
The Distributions, Merger and Charter Amendment will be voted on together as
parts of the Transaction, none of which will be consummated unless the
Transaction as a whole is approved at the Tenneco Special Meeting (although if
the Transaction is not approved, Tenneco may subsequently elect to undertake
one or more transactions included in the Transaction which do not require
stockholder approval). See "THE TRANSACTION," "THE DISTRIBUTIONS," "THE
MERGER" and "THE CHARTER AMENDMENT."
Each copy of this Joint Proxy Statement-Prospectus mailed to Tenneco
Stockholders is accompanied by a form of proxy for use at the Tenneco Special
Meeting. This Joint Proxy Statement-Prospectus is also being furnished to
Tenneco Stockholders as a prospectus of El Paso with respect to the shares of
El Paso Common Stock and El Paso Preferred Depositary Shares, if any, issuable
to Tenneco Stockholders upon consummation of the Merger.
THE BOARD OF DIRECTORS OF TENNECO RECOMMENDS THAT TENNECO STOCKHOLDERS VOTE
FOR APPROVAL AND ADOPTION OF THE TRANSACTION.
RECORD DATE; SHARES ENTITLED TO VOTE; QUORUM
The Board of Directors of Tenneco has fixed the close of business on October
, 1996 as the Tenneco Record Date for the determination of the Tenneco
Stockholders entitled to receive notice of and to vote at the Tenneco Special
Meeting. Only holders of record of shares of Tenneco Stock as of the Tenneco
Record Date will be entitled to notice of and to vote at the Tenneco Special
Meeting. On the Tenneco Record Date, (a) shares of Tenneco Common
Stock were outstanding, (b) shares of $4.50 Preferred Stock were
outstanding, and (c) shares of $7.40 Preferred Stock were outstanding,
with each share being entitled to one vote on each matter to be considered at
the Tenneco Special Meeting by the holders of shares of such class or series
of Tenneco Stock. The holders of at least (i) a majority of the outstanding
shares of Tenneco Common Stock and $7.40 Preferred Stock, together as a class,
and (ii) a majority of the outstanding shares of $7.40 Preferred Stock and
$4.50 Preferred Stock, together as a class, must be present in person or
represented by proxy at the Tenneco Special Meeting in order to establish a
quorum for the consideration of the Transaction at the Tenneco Special
Meeting. The holders of at least a majority of the outstanding shares of
Tenneco Common Stock and $7.40 Preferred Stock, together as a class, must be
present in person or represented by proxy at the Tenneco Special Meeting in
order to establish a quorum for the transaction of any additional business to
properly come before the Tenneco Special Meeting (except as may otherwise be
provided by applicable law, the Tenneco Charter or Tenneco's Bylaws).
VOTES REQUIRED; EFFECT OF ABSTENTIONS AND NON-VOTES
Approval and adoption of the Transaction by the Tenneco Stockholders at the
Tenneco Special Meeting requires both (i) the affirmative vote of holders of a
majority of the outstanding shares of the Tenneco Common Stock and $7.40
Preferred Stock, voting together as a class, and (ii) the affirmative vote of
holders of a majority of the outstanding shares of the $4.50 Preferred Stock
and $7.40 Preferred Stock, voting together as a class. As described below,
approval of the holders of the Tenneco Junior Preferred Stock to be issued in
the NPS Issuance also will be required to effect the Distributions and Charter
Amendment if the NPS Issuance occurs prior to effectiveness of the Charter
Amendment (which is expected to occur immediately following the Tenneco
Special Meeting if the Transaction is approved). In such event, the
Distributions and Charter Amendment will be submitted for approval by the
initial record holders of the Tenneco Junior Preferred Stock by written
consent in
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lieu of a meeting. See "THE NPS ISSUANCE" and "THE MERGER--Appraisal Rights."
Any other business to properly come before the Tenneco Special Meeting (except
as otherwise provided by applicable law, the Tenneco Charter or the Tenneco
Bylaws) will require the affirmative vote of holders of a majority of the
shares of Tenneco Common Stock and $7.40 Preferred Stock, voting together as a
class, present in person or by proxy at the Tenneco Special Meeting.
Abstentions will be counted for purposes of determining the presence or absence
of a quorum at the Tenneco Special Meeting. Broker non-votes (which occur when
brokers holding shares as nominees for their customers do not have authority to
vote on a matter absent specific instructions from the beneficial owners of the
shares) will be counted for purposes of determining the presence or absence of
a quorum at the Tenneco Special Meeting. Because approval of the Transaction
requires the affirmative vote of the majority of the outstanding shares of two
groups of Tenneco stockholders, abstentions, broker non-votes and failures to
vote in person or by proxy at the Tenneco Special Meeting will have the effect
of votes against the Transaction. With respect to all other business to
properly come before the Tenneco Special Meeting, abstentions, broker non-votes
and failures to vote shares represented and entitled to vote will have the
effect of votes cast against.
While holders of Tenneco Common Stock are not entitled as a matter of
Delaware law to vote on the Distributions, approval thereof by the holders of
Tenneco Common Stock is a condition to the consummation of the Distributions
under the Distribution Agreement. Furthermore, although the holders of $4.50
Preferred Stock are not entitled as a matter of Delaware law to vote on the
Merger Agreement and Charter Amendment, Tenneco's Board of Directors has
nonetheless determined to submit the Transaction as a whole to the vote of all
Tenneco Stockholders.
VOTING AND REVOCATION OF PROXIES
Stockholders of record as of the Tenneco Record Date are entitled to cast
their votes, in person or by properly executed proxy, at the Tenneco Special
Meeting. All shares of Tenneco Stock represented at the Tenneco Special Meeting
by properly executed proxies received prior to the Tenneco Special Meeting,
unless properly revoked, will be voted at the Tenneco Special Meeting in
accordance with the instructions indicated on such proxies. IF A PROXY IS
SIGNED AND RETURNED BY A HOLDER OF TENNECO STOCK WITHOUT INDICATING ANY VOTING
INSTRUCTIONS, THE SHARES OF TENNECO STOCK REPRESENTED BY SUCH PROXY WILL BE
VOTED FOR APPROVAL AND ADOPTION OF THE TRANSACTION. Any proxy given by a
Tenneco Stockholder pursuant to this solicitation may be revoked by the person
giving it at any time before the proxy is voted by (a) filing with the
Secretary of Tenneco, at or before the Tenneco Special Meeting, a written
notice of revocation bearing a date later than the date of the proxy; (b) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Secretary of Tenneco before the Tenneco Special Meeting; or (c) attending
the Tenneco Special Meeting and voting in person (although attendance at the
Tenneco Special Meeting will not in and of itself constitute a revocation of a
proxy).
The Board of Directors of Tenneco is not aware of any business to be acted
upon at the Tenneco Special Meeting other than as described in this Joint Proxy
Statement-Prospectus. If, however, other business is properly brought before
the Tenneco Special Meeting, the persons appointed as proxies or their
substitutes will have discretion to vote or act thereon according to their best
judgment and applicable law unless the proxy indicates otherwise, except that
no proxy that directs the proxyholders to vote the shares represented thereby
against, or to abstain from voting on, the Transaction shall be voted in favor
of any adjournment or postponement of the Tenneco Special Meeting.
TENNECO STOCKHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXY CARDS.
SOLICITATION OF PROXIES
In connection with the Tenneco Special Meeting, proxies are being solicited
by and on behalf of the Tenneco Board of Directors. In addition to solicitation
by use of the mails, proxies may be solicited by directors, officers and
employees of Tenneco in person or by telephone, telegram or other means of
communication. Such directors, officers and employees will not be specifically
compensated for such services but may be reimbursed for out-of-pocket expenses
in connection with such solicitation. In addition, Tenneco has engaged
Georgeson & Company, Inc., Tenneco's regular investor relations firm, to assist
in the solicitation of proxies for the Tenneco
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Special Meeting. The anticipated cost of such assistance is approximately
$ . Arrangements will be made with brokerage houses, nominees, fiduciaries
and custodians for forwarding of proxy solicitation materials to beneficial
owners of Tenneco Stock held of record by such persons, and Tenneco may
reimburse such nominees, fiduciaries and custodians for their reasonable
expenses incurred in connection therewith.
All expenses of the solicitation of proxies from Tenneco Stockholders in
connection with the Tenneco Special Meeting will be borne by Tenneco. However,
any such expenses which remain unpaid as of the Merger Effective Time will
remain the responsibility of Tenneco pursuant to the Debt Realignment and be
included in the Actual Energy Debt Amount. New Tenneco must reimburse Tenneco
for the amount by which the Actual Energy Debt Amount exceeds the Base Debt
Amount. See "THE TRANSACTION--Expenses."
APPRAISAL RIGHTS
Appraisal rights are available to record holders of $4.50 Preferred Stock
and persons who become record holders of Tenneco Junior Preferred Stock on or
prior to the date of the Tenneco Special Meeting in connection with the
Merger. No other stockholders of Tenneco are entitled to any such appraisal
rights. See "THE NPS ISSUANCE" and "THE MERGER--Appraisal Rights."
ADJOURNMENT OF THE TENNECO SPECIAL MEETING
If the Tenneco Special Meeting is adjourned to another time and place,
notice of the adjourned meeting will not be given if the time and place of the
adjourned meeting are announced at the Tenneco Special Meeting. If the
adjournment is for more than 30 days, or if after the adjournment the Tenneco
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the Tenneco Special Meeting will be given to each Tenneco Stockholder of
record entitled to vote at the adjourned meeting.
TENNECO JUNIOR PREFERRED STOCKHOLDERS WRITTEN CONSENT
The holders of Tenneco Junior Preferred Stock issued pursuant to the NPS
Issuance will not vote at the Tenneco Special Meeting. If the NPS Issuance
occurs prior to effectiveness of the Charter Amendment, each of the
Distributions (which will require approval of a majority of the outstanding
shares of Tenneco Junior Preferred Stock) and the Charter Amendment (which
will require approval of two-thirds of the outstanding shares of Tenneco
Junior Preferred Stock) will be submitted for approval by the initial record
holders of Tenneco Junior Preferred Stock by written consent in lieu of a
meeting. See "THE NPS ISSUANCE."
THE EL PASO SPECIAL MEETING
GENERAL
This Joint Proxy Statement-Prospectus is being furnished to the stockholders
of El Paso in connection with the solicitation of proxies on behalf of the
Board of Directors of El Paso for use at the El Paso Special Meeting to be
held on , 1996 at the time and place specified in the accompanying
Notice of Special Meeting of Stockholders, or any adjournment or postponements
thereof.
PURPOSE OF THE EL PASO SPECIAL MEETING
The purpose of the El Paso Special Meeting is to consider and vote upon the
proposal to approve the Stock Issuance and to transact such other business as
may properly come before the El Paso Special Meeting.
El Paso is seeking stockholder approval of the Stock Issuance to comply with
certain requirements of the NYSE governing the listing of the El Paso Common
Stock thereon and relating to the issuance of El Paso Common Stock in the
Merger. Approval of the Stock Issuance by El Paso stockholders is not required
by Delaware law or by El Paso's Restated Certificate of Incorporation or By-
laws.
Each copy of this Joint Proxy Statement-Prospectus mailed to El Paso
stockholders is accompanied by a form of proxy for use at the El Paso Special
Meeting.
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THE BOARD OF DIRECTORS OF EL PASO RECOMMENDS THAT EL PASO STOCKHOLDERS VOTE
FOR APPROVAL OF THE STOCK ISSUANCE.
RECORD DATE; SHARES ENTITLED TO VOTE; QUORUM
The Board of Directors of El Paso has fixed the close of business on ,
1996 as the El Paso Record Date for the determination of the El Paso
stockholders entitled to receive notice of and to vote at the El Paso Special
Meeting. Only holders of record of shares of El Paso Common Stock as of the El
Paso Record Date will be entitled to notice of and to vote at the El Paso
Special Meeting. On the El Paso Record Date, shares of El Paso Common
Stock were outstanding. In order to establish a quorum for the transaction of
business at the El Paso Special Meeting, holders of a majority of shares of
outstanding El Paso Common Stock must be either (i) present in person at the
El Paso Special Meeting, or (ii) represented at the meeting by a valid proxy,
whether the instrument granting such proxy is marked as casting a vote or
abstaining, is left blank or does not empower such proxy to vote with respect
to some or all matters to be voted upon at the El Paso Special Meeting.
VOTES REQUIRED; EFFECT OF ABSTENTIONS AND NON-VOTES
Each share of El Paso Common Stock outstanding as of the El Paso Record Date
entitles the holder thereof to one vote on each matter presented for a
stockholder vote at the El Paso Special Meeting. Approval and adoption of the
Stock Issuance by the stockholders of El Paso requires the affirmative vote of
the holders of the majority of the shares of the El Paso Common Stock present
in person or represented by proxy at the El Paso Special Meeting and entitled
to vote thereon. Any other business to come properly before the El Paso
Special Meeting will require the affirmative vote of holders of the majority
of the shares of El Paso Common Stock present in person or represented by
proxy at the El Paso Special Meeting and entitled to vote thereon, unless a
greater vote is required by Delaware law or by El Paso's Restated Certificate
of Incorporation or By-laws. In determining the number of votes cast for or
against a proposal, shares abstaining from voting on a matter will not be
treated as a vote for or against the proposal. A non-vote by a broker will be
treated as if the broker never voted, but a non-vote by a stockholder will be
counted as a vote "for" the management's position. Because approval of the
Stock Issuance requires the affirmative vote of the holders of the majority of
the shares of El Paso Common Stock present at the El Paso Special Meeting or
represented by proxy, and abstentions and broker non-votes will be counted
toward the quorum requirement, abstentions and broker non-votes at the El Paso
Special Meeting will have the effect of votes against the Stock Issuance.
VOTING AND REVOCATION OF PROXIES
Stockholders of record as of the El Paso Record Date are entitled to cast
their votes, in person or by properly executed proxy, at the El Paso Special
Meeting. All shares of El Paso Common Stock represented at the El Paso Special
Meeting by properly executed proxies received at or prior to the El Paso
Special Meeting, unless properly revoked, will be voted at the El Paso Special
Meeting in accordance with the instructions indicated on such proxies. IF A
PROXY IS SIGNED AND RETURNED BY A HOLDER OF EL PASO COMMON STOCK WITHOUT
INDICATING ANY VOTING INSTRUCTIONS, THE SHARES OF EL PASO COMMON STOCK
REPRESENTED BY SUCH PROXY WILL BE VOTED FOR APPROVAL OF THE STOCK ISSUANCE.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before the proxy is voted by: (a) filing with the
Secretary of El Paso, at or before the El Paso Special Meeting, a written
notice of revocation bearing a date later than the date of the proxy; (b) duly
executing another proxy relating to the same shares and bearing a date
subsequent to the proxy being revoked and delivering it to the Secretary of El
Paso at or before the El Paso Special Meeting; or (c) attending the El Paso
Special Meeting and voting in person.
The Board of Directors of El Paso is not aware of any business to be acted
upon at the El Paso Special Meeting other than as described in this Joint
Proxy Statement-Prospectus. If, however, other matters are properly brought
before the El Paso Special Meeting, or any adjournments or postponements
thereof, the persons appointed as proxies or their substitutes will have
discretion to vote or act thereon according to their best judgment and
applicable law unless the proxy indicates otherwise, except that no proxy that
directs the proxyholders to vote the shares represented thereby against, or to
abstain from voting on, the Stock Issuance shall be voted in favor of any
adjournment or postponement of the El Paso Special Meeting.
50
<PAGE>
SOLICITATION OF PROXIES
In connection with the El Paso Special Meeting, proxies are being solicited
by and on behalf of the Board of Directors of El Paso. In addition to
solicitation by use of the mails, proxies may be solicited by directors,
officers and employees of El Paso in person or by telephone, telegram or other
means of communication. Such directors, officers and employees will not be
specifically compensated for such services but may be reimbursed for out-of-
pocket expenses in connection with such solicitation. In addition, El Paso has
engaged Georgeson & Company, Inc., El Paso's regular investor relations firm,
to assist in the solicitation of proxies for the El Paso Special Meeting. The
anticipated cost of such assistance is approximately $ . Arrangements will be
made with brokerage houses, nominees, fiduciaries and custodians for
reasonable expenses incurred in connection therewith.
ADJOURNMENT OF THE EL PASO SPECIAL MEETING
If the El Paso Special Meeting is adjourned to another time and place,
notice of the adjourned meeting will not be given if the time and place of the
adjourned meeting are announced at the El Paso Special Meeting. If the
adjournment is for more than 30 days, or if after the adjournment the El Paso
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the El Paso Special Meeting will be given to each El Paso stockholder of
record entitled to vote at the adjourned meeting.
51
<PAGE>
THE TRANSACTION
STRUCTURE OF THE TRANSACTION
The Distributions, Merger and Charter Amendment are separate parts of the
Transaction, none of which will be consummated unless the Transaction as a
whole is approved at the Tenneco Special Meeting (although Tenneco may elect
subsequently to proceed with one or more of the transactions included in the
Transaction which do not require stockholder approval if the Transaction is
not approved). The Charter Amendment is expected to be filed on the day
following the Tenneco Special Meeting, if the Transaction is approved thereat.
The Distributions are expected to be consummated as soon thereafter as
practicable, and in any event one day prior to the anticipated consummation of
the Merger. The Distributions will not be consummated until all other
conditions to the Merger that are capable of being satisfied at that time have
been satisfied (or can be contemporaneously satisfied).
The principal transactions which will be undertaken to consummate the
Transaction include the (i) NPS Issuance, (ii) Debt Realignment, (iii)
Corporate Restructuring Transactions, (iv) Cash Realignment, (v) Charter
Amendment, (vi) Distributions, and (vii) Merger, each as more fully described
below. See "DEBT AND CASH REALIGNMENT," "CORPORATE RESTRUCTURING
TRANSACTIONS," "THE DISTRIBUTIONS," "THE MERGER" and "THE CHARTER AMENDMENT."
52
<PAGE>
CONSIDERATION TO TENNECO STOCKHOLDERS
The following table sets forth what holders of Tenneco Stock would receive
upon consummation of the Transaction if it were consummated on the date hereof
assuming, (i) an Average El Paso Common Price of $39.8625 (which is equal to
the average per share closing price on the NYSE for the 20-day trading period
ended August 21, 1996), and (ii) the issuance of no additional shares of
Tenneco Common Stock upon the exercise of options and the vesting of
performance share awards in connection with the Merger. Because the
hypothetical Average El Paso Price of $39.8625 used for purposes of the table
below is above the Collar, the number of shares to be received by holders of
Tenneco Common Stock in the Merger is based on (or gives effect to, in the
alternative where the Stock Issuance is not approved and El Paso Preferred
Depositary Shares are issued) the upper limit of the Collar of $38.3625.
<TABLE>
<C> <S>
HOLDERS OF: WILL RECEIVE:
. Tenneco Common Stock . one share of New Tenneco Common Stock for
every share of Tenneco Common Stock held
. one share of Newport News Common Stock for
every five shares of Tenneco Common Stock
held
. if the Stock Issuance is approved, .097
shares of El Paso Common Stock for every
share of Tenneco Common Stock held (valued
at $3.88)(/1/)
. if the Stock Issuance is not approved, .025
shares of El Paso Common Stock and .073 El
Paso Preferred Depositary Shares for every
share of Tenneco Common Stock held (valued
at $3.88)(/1/)
. $7.40 Preferred Stock . 2.509 shares of El Paso Common Stock for
every share of $7.40 Preferred Stock held
(valued at $100)(/1/)
. $4.50 Preferred Stock . 2.509 shares of El Paso Common Stock for
every share of $4.50 Preferred Stock held
(valued at $100)(/1/)
</TABLE>
- --------
(1) Assumes the market price for El Paso Common Stock equals $39.8625 (the
assumed Average El Paso Common Price) and the market price for El Paso
Preferred Depositary Shares equals $40 (one twenty-fifth of the
liquidation value of a whole share of El Paso Preferred Stock).
The number of shares to be issued to the holders of Tenneco Common Stock
will be based on the Average El Paso Common Price, subject, however, to the
Collar. After giving effect to the Collar, holders of Tenneco Common Stock
will likely receive in the Merger El Paso equity securities that have a market
value as of the Merger Effective Time which is more or less than [$638
million] if the Average El Paso Common Price is above or below the Collar,
respectively. Furthermore, because the consideration to be received by Tenneco
Stockholders will be fixed based upon an average of closing prices of the El
Paso Common Stock over a 20 trading day period ending on the day that is two
trading days prior to the Merger Effective Time, the market value at the
Merger Effective Time of the El Paso Common Stock and El Paso Preferred
Depositary Shares, if issued because the Stock Issuance is not approved,
received by Tenneco Stockholders in the Merger may be more or less than such
20 trading day average. As of October 16, 1996, the closing sales prices on
the NYSE of the El Paso Common Stock and Tenneco Common Stock were $46.88 and
$48.63, respectively.
53
<PAGE>
The following tables illustrate how changes in the Average El Paso Common
Price will affect the number and value of shares received per share of Tenneco
Stock in the Merger (based on the number of shares of Tenneco Stock
outstanding on the date hereof and assuming the issuance of no additional
shares of Tenneco Common Stock upon the exercise of options and the vesting of
performance share awards in connection with the Merger).
If the Stock Issuance is approved:
<TABLE>
<CAPTION>
PER SHARE OF TENNECO PER SHARE OF TENNECO
COMMON STOCK PREFERRED STOCK
------------------------- -------------------------
HYPOTHETICAL AVERAGE EL SHARES OF DOLLAR SHARES OF DOLLAR
PASO COMMON PRICE EL PASO COMMON VALUE(/1/) EL PASO COMMON VALUE(/1/)
- ----------------------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
$28.0000.................. .119 $3.33 3.571 $100.00
$31.3875 (Minimum El Paso
Price)................... .119 3.73 3.186 100.00
$34.8750.................. .107 3.73 2.867 100.00
$38.3625 (Maximum El Paso
Price)................... .097 3.73 2.607 100.00
(/2/)$39.8625............. .097 3.88 2.509 100.00
$42.0000.................. .097 4.09 2.381 100.00
$44.0000.................. .097 4.28 2.273 100.00
$46.0000.................. .097 4.48 2.174 100.00
</TABLE>
- --------
(1) Based on the hypothetical Average El Paso Common Price.
(2) Represents the hypothetical Average El Paso Common Price based on the 20-
day trading period ended August 21, 1996.
If the Stock Issuance is not approved:
<TABLE>
<CAPTION>
PER SHARE OF TENNECO PER SHARE OF TENNECO
COMMON STOCK PREFERRED STOCK
-------------------------------------- --------------------
SHARES OF TOTAL SHARES OF
HYPOTHETICAL AVERAGE EL EL PASO EL PASO PREFERRED DOLLAR EL PASO DOLLAR
PASO COMMON PRICE COMMON DEPOSITARY SHARES VALUE(/1/) COMMON VALUE(/1/)
- ----------------------- --------- ----------------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
$28.0000................ .018 .071 $3.33 3.571 $100.00
$31.3875 (Minimum El
Paso Price)............ .020 .078 3.73 3.186 100.00
$34.8750................ .022 .074 3.73 2.867 100.00
$38.3625 (Maximum El
Paso Price)............ .024 .070 3.73 2.607 100.00
(/2/)$39.8625........... .025 .073 3.88 2.509 100.00
$42.0000................ .025 .076 4.09 2.381 100.00
$44.0000................ .026 .078 4.28 2.273 100.00
$46.0000................ .027 .081 4.48 2.174 100.00
</TABLE>
- --------
(1) Based on the hypothetical Average El Paso Common Price, in the case of the
shares of El Paso Common Stock, and the liquidation value of a whole share
of El Paso Preferred Stock, in the case of El Paso Preferred Depositary
Shares.
(2) The hypothetical Average El Paso Common Price based on the 20-day trading
period ended August 21, 1996.
Shares of the Tenneco Junior Preferred Stock, which will be issued pursuant
to the NPS Issuance, will not be converted or exchanged in the Merger and will
remain issued and outstanding following the Merger, and holders thereof will
receive no consideration therefor in the Transaction. See "THE NPS ISSUANCE."
In any event, Tenneco Stockholders will receive cash in lieu of fractional
shares and fractional El Paso Preferred Depositary Shares, if any. See "THE
DISTRIBUTIONS--Manner of Distribution" and "THE MERGER--Conversion of Shares."
54
<PAGE>
Tenneco Stockholders may call El Paso's transfer agent, The First National
Bank of Boston, at 1-800- beginning on , 1996 to obtain information
regarding the average per share closing price of El Paso Common Stock for the
most recent 20 trading-day period.
BACKGROUND OF THE TRANSACTION
For the past several years, Tenneco has been undergoing a corporate
transformation from a highly diversified industrial corporation to a global
manufacturing company focused on its automotive and packaging businesses. This
process can best be described in three phases. The first phase included the
restructuring of Case Corporation ("Case") and the successful implementation of
a $1.1 billion Tenneco equity offering in April 1993. The second phase
consisted of an extensive operating cost savings program, whereby the company
instituted an integrated system of processes, controls and incentives in an
effort to enhance profitability in each of the company's divisions.
The third phase, which is currently ongoing, involves an effort to enhance
growth through the redeployment of Tenneco's resources to higher growth, less
cyclical businesses. For example, the monetization of Tenneco's investment in
Case began with an initial public offering in June 1994 and was followed by
secondary offerings in November 1994, August 1995 and March 1996. Similarly,
Tenneco divested its Albright & Wilson chemicals subsidiary through a 100%
initial public offering in March 1995. The capital raised through these and
other initiatives has been (or will be) redeployed into higher growth
businesses such as (i) Heinrich Gillet GmbH & Co., the largest manufacturer of
automotive exhaust systems in Europe, that was acquired by Tenneco in November
1994, (ii) the Manufacturas Fonos, S.L., Spain's largest participant in the
exhaust systems aftermarket, that was acquired by Tenneco in the third quarter
of 1995, (iii) The Pullman Company and its Clevite products division, a leading
manufacturer of elastomeric vibration control components, that was acquired by
Tenneco in July 1996, (iv) Mobil Plastics, a specialty packaging business with
several leading brand-name products that was acquired by Tenneco in November
1995, and (v) Amoco Foam Products, a leading manufacturer of foam polystyrene
tableware, that was acquired in August 1996.
In the fourth quarter of 1995, Tenneco management began an intensive review
of structural alternatives for increasing stockholder value, including
strategic alliances, divestitures and business combinations. Fundamental to
this review was Tenneco's objective of clarifying its corporate focus in favor
of its automotive and packaging businesses and away from its energy and
shipbuilding business. The strategic review gradually became focused on two
alternatives. The first alternative focused upon the creation of three
independent publicly traded companies through tax-free spin-offs of both New
Tenneco and Newport News. The second alternative assumed that the Energy
Business would be acquired by a strategic buyer in a tax-free merger
transaction immediately following the spin-offs of New Tenneco and Newport
News.
Tenneco management, together with its financial advisor Lazard Freres & Co.
LLC ("Lazard"), analyzed these alternatives with a view towards maximizing
stockholder value and ensuring adequate financial flexibility for future
automotive and packaging acquisitions. After a thorough review of these
alternatives, both Tenneco management and its financial advisor concluded that
the alternative involving the merger of the Energy Business had the greatest
potential for maximizing shareholder value as Tenneco's stockholders would
receive common stock in a new company (i.e., the Energy Business combined with
the strategic buyer's existing business) that should have a stronger market
position and stronger earnings growth than the Energy Business as a stand-alone
company, providing stockholders with an increased opportunity for enhanced
stockholder value in the future. Tenneco management, together with its
financial advisor, also concluded that a merger of the Energy Business would
allow Tenneco to spin-off New Tenneco with less debt and thus greater
opportunity to take advantage of value enhancing transactions in the future.
In the first quarter of 1996, Lazard was asked to conduct a formal
divestiture process for the Energy Business. After an Offering Memorandum was
prepared describing the Energy Business, its prospects and the proposed merger
transaction, Lazard contacted over 20 possible logical strategic buyers with
respect to the proposed transaction. In addition, as a result of a Tenneco
press release indicating its development of strategic options to separate the
Energy Business from New Tenneco through a tax-free spinoff, a merger, a
strategic alliance or other action, Lazard was contacted directly by several
interested potential strategic buyers.
55
<PAGE>
First round bidders were asked to indicate preliminary values for the Energy
Business based solely upon the information contained in the Offering
Memorandum and other publicly available information. In mid-April 1996, four
bidders submitted preliminary non-binding indications of interest for an
acquisition of the Energy Business. Given the relatively tight range of
preliminary indications of interest, each of the first round bidders was
invited to participate in second round due diligence. During second round due
diligence, prospective buyers were given complete access to the senior
management of the Energy Business, a comprehensive data room and visits to key
sites.
During the last week of May 1996, Lazard distributed a final bid package to
prospective buyers including: (i) detailed operating projections for the
Energy Business; (ii) guidelines with respect to the acquisition process; and
(iii) a summary of the terms of the agreement and plan of merger and drafts of
the related transaction documentation prepared by Tenneco. In an effort to
expedite the sales process in order to complete a transaction before the
anticipated enactment of legislation that could potentially affect adversely
the tax-free treatment of the proposed merger, a final bid date was not
formally communicated to potential bidders. Instead, bidders were encouraged
to set forth final proposals as quickly as possible with Tenneco reacting to
final proposals on a first-come, first-served basis. However, the final bid
package did make clear Tenneco's intention to fully negotiate a definitive
proposal and file an IRS ruling request prior to June 30, 1996.
Tenneco received three final proposals for an acquisition of the Energy
Business, one from a privately held energy company and the other two from
publicly held energy companies. These proposals reflected varying structures,
types and amounts of consideration to be delivered, liabilities to be assumed
(particularly with respect to liabilities associated with discontinued
operations) and conditions to closing (including further due diligence and
negotiation of transaction documentation). In addition, the potential
acquirors responded in different ways to Tenneco's request to provide
definitive comments on documentation for the transaction. At the June 19, 1996
meeting of the Tenneco Board of Directors, Lazard reviewed the process by
which the bids were solicited and reviewed the three definitive proposals. In
reviewing the three proposals, Tenneco management, together with Lazard,
reached the judgment that two of the proposals (one of which was El Paso's)
were substantially more favorable than the third, which was judged to have a
significantly lower value because it provided for the assumption of less
indebtedness and other liabilities and the issuance of less equity
consideration.
In reviewing the valuations of the two most favorable proposals, it was the
judgment of Tenneco management, together with Lazard, that although the bidder
other than El Paso assigned a nominally higher value to its proposal than the
terms set forth in the Merger Agreement, the adjusted value of that proposal
was, considered as a whole, slightly less than the terms set forth in the
Merger Agreement (primarily as a result of assigning a lower adjusted value to
the common equity consideration thereof which did not have an established
public market valuation). In addition, it was the judgment of Tenneco
management, together with Lazard, that such proposal was substantially less
certain of consummation in the time frame set by the Tenneco Board of
Directors for execution of definitive documentation than the El Paso proposal.
Tenneco management, together with Lazard, reached its judgment as to the
appropriate valuation of this other bidder's equity consideration after taking
into account the full benefit of a post-closing equity ownership adjustment
mechanism contained in such proposal. This proposal had provided for retention
of consolidated indebtedness by Tenneco, a limitation on the assumption of
liabilities for discontinued operations and the issuance of a partial equity
interest in a to be formed company the assets of which would have consisted of
Tenneco's Energy Business and certain business operations of the acquiror.
This acquiror did not submit definitive acquisition documentation with its
proposal, and Tenneco was concerned that a definitive agreement could not be
concluded on a timely basis.
On June 19, 1996, the Boards of Directors of both Tenneco and El Paso
approved the Transaction and the Merger, respectively, and the Merger
Agreement was executed and delivered. The transaction was publicly announced
after the financial markets in New York closed on June 19, 1996.
REASONS FOR THE TRANSACTION; RECOMMENDATIONS OF THE BOARDS OF DIRECTORS
Tenneco. The Board of Directors of Tenneco has approved the Distribution
Agreement, the Merger Agreement and Charter Amendment and the transactions
contemplated thereby and recommends that the stockholders of Tenneco vote FOR
approval and adoption of the Transaction.
56
<PAGE>
The Board of Directors of Tenneco believes the Transaction is in the best
interests of Tenneco and its stockholders. In reaching its decision to approve
the Transaction, the Tenneco Board of Directors consulted with Tenneco's
management, legal advisors and financial advisors, and considered a number of
factors, including, but not limited to, the following:
(i) Information regarding the financial condition, results of operations,
business and prospects of El Paso and Tenneco, as well as current industry
conditions and trends as they relate to the Energy, Industrial and
Shipbuilding Businesses and, based on these factors, the likelihood that
those businesses would have better growth opportunities following the
Transaction as separate businesses (in the case of the Industrial Business
and Shipbuilding Business) or combined with El Paso.
(ii) That the holders of Tenneco Stock will receive in the Merger fair
value, in the form of El Paso Common Stock and, under certain
circumstances, El Paso Preferred Depositary Shares, for the businesses and
assets of the Energy Business being combined in the Merger with those of El
Paso and will retain a continuing interest in the future prospects of the
Energy Business as well as acquire an interest in the businesses and assets
of El Paso.
(iii) That the holders of Tenneco Stock will have investment liquidity,
since shares of El Paso Common Stock, New Tenneco Common Stock, Newport
News Common Stock and, if issued in the Merger, El Paso Preferred
Depositary Shares will be listed on the NYSE.
(iv) The potential for increased value believed to result from the
acquisition of the Energy Business by El Paso because of complementary
geographic and operating fit and in the possibility of efficiencies in,
costs savings to and the achievement of critical mass in non-regulated
operations of the combined Tenneco Energy-El Paso operations after the
Merger.
(v) The fact that the separation of Tenneco's Energy, Industrial and
Shipbuilding Businesses will allow each of Tenneco Energy, New Tenneco and
Newport News to concentrate exclusively on its own business objectives,
which the Board of Directors of Tenneco believes will enhance each
company's profitability.
(vi) The opportunity that the Transaction offers for each of Tenneco
Energy, New Tenneco and Newport News to attract, motivate and retain key
personnel through the provision of more effective incentive compensation
programs (including, in the case of Newport News, an employee stock
ownership plan) that are based on the performance of the respective
businesses in which such individuals are employed without being influenced
by the results of the businesses in which they have no involvement.
(vii) The strategic and financial alternatives available to Tenneco,
including the spinoff of all three of the Industrial Business, Shipbuilding
Business and Energy Business or the sale of one or more of the Energy
Business and the Shipbuilding Business, and the discussions with and
indications of interest from other potential acquirors of the Energy
Business and the Shipbuilding Business. After a review of these
alternatives, the Board of Directors believed that the alternative
involving the merger of the Energy Business had the greatest potential for
maximizing shareholder value as Tenneco's stockholders would receive stock
in a new company (i.e., the Energy Business combined with the strategic
buyer's existing business) that should have a stronger market position and
stronger earnings growth than the Energy Business as a stand-alone company,
providing stockholders with an increased opportunity for enhanced
stockholder value in the future. The Board of Directors also believed based
on such review that a merger of the Energy Business would allow Tenneco to
spin-off New Tenneco with less debt and thus greater opportunity to take
advantage of value enhancing transactions in the future.
(viii) Its and its financial advisor's analyses and judgements regarding
the three definitive proposals received from potential acquirors of the
Energy Business, as described under "--Background of The Transaction."
(ix) The opinion of Lazard to the effect that the consideration to be
received by the holders of Tenneco Stock pursuant to the Transaction was,
as of the date of such opinion, fair, from a financial point of view, to
such holders (see "--Opinions of Financial Advisors--Tenneco").
(x) The fact that the Transaction is expected to maximize stockholder
value by allowing for the value of the non-core businesses to be realized
and for the growth of core business revenues.
57
<PAGE>
(xi) The flexibility the Transaction is expected to afford to each of New
Tenneco and Newport News to pursue business opportunities, including
acquisitions, joint ventures and business combinations, in certain
circumstances using their own common stock as consideration.
(xii) The expected enhancement of the ability of each of Tenneco, New
Tenneco and Newport News to raise additional equity and debt financing by
better comprehension on the part of potential investors and lenders of the
nature and strength of the business and assets of each individual company
with a long-term reduction in the cost of capital.
(xiii) That the Distributions will facilitate the acquisition of the
Energy Business by El Paso in a tax-free transaction.
(xiv) The fact that both the Distributions and the Merger are expected to
be tax-free to Tenneco Stockholders for federal income tax purposes (other
than with respect to cash received in lieu of fractional shares and
fractional El Paso Preferred Depositary Shares, if any, or in connection
with a proper demand for appraisal of shares).
(xv) The formulas for determining the number of shares of El Paso Common
Stock and any El Paso Preferred Depositary Shares to be received by holders
of Tenneco Stock in the Merger, which the Board of Directors believed to be
in the best interests of Tenneco stockholders when applied to the trading
prices for El Paso Common Stock, Tenneco Common Stock and $7.40 Preferred
Stock.
(xvi) The terms of the Merger Agreement, Distribution Agreement,
Ancillary Agreements, Charter Amendment and other related agreements in
comparison to the transaction terms proposed by the other potential
acquirors of the Energy Business.
The foregoing discussion of the information and factors considered and given
weight by the Tenneco Board of Directors is not intended to be exhaustive but
is believed to include all material factors considered by the Board of
Directors of Tenneco. In addition, in reaching the determination to approve
and recommend the Transaction, in view of the wide variety of factors
considered in connection with its evaluation of the proposed Transaction, the
Board of Directors of Tenneco did not assign any relative or specific weights
to the foregoing factors, and individual directors may have given differing
weights to the different factors.
THE BOARD OF DIRECTORS OF TENNECO RECOMMENDS THAT THE HOLDERS OF TENNECO
STOCK VOTE FOR APPROVAL AND ADOPTION OF THE TRANSACTION.
El Paso. At a meeting on June 19, 1996, the El Paso Board of Directors, by a
unanimous vote of the directors present, approved the Merger Agreement and the
transactions contemplated thereby and resolved to recommend that the El Paso
stockholders approve the Stock Issuance. The Board of Directors of El Paso
believes that the Merger is in the best interests of El Paso and its
stockholders and recommends that El Paso's stockholders vote FOR approval of
the Stock Issuance.
In reaching its determination, El Paso's Board of Directors consulted with
El Paso's management, as well as its financial and legal advisors, and
considered the following material factors:
(i) Information concerning the financial condition, cash flows, business
operations, assets, liabilities and prospects of El Paso and Tenneco
Energy, both on an historical and on a pro forma combined basis. As
discussed in greater detail in factors (ii), (iii), (iv), (v), (vi) and (x)
below, based upon the information received by the El Paso Board of
Directors, the Board of Directors believed that the combination of El Paso
and Tenneco Energy would create one of the nation's largest natural gas
companies, with a coast-to-coast pipeline system with access to all of the
nation's major markets and supply basins, critical mass in non-regulated
operations, and an expanded international presence, with increased
financial flexibility and strengthened financial performance.
(ii) The Merger would significantly expand the scope of El Paso's energy
business, resulting in a combined company which would be one of the
nation's three largest natural gas companies, transporting 4.5 trillion
cubic feet of gas annually through approximately 33,000 miles of pipeline.
58
<PAGE>
(iii) The projected strategic fit and geographic compatibility of the
combined companies which are expected to result in an integrated pipeline
system stretching across the United States with a substantial presence in
all major markets and production regions, which would enable El Paso to
diversify its transportation operations and reduce its dependence upon the
California natural gas market.
(iv) The Merger would add critical mass to, and significant expansion
opportunities for, El Paso's non-regulated gas gathering, processing and
marketing operations, and provide El Paso with access to the Houston Ship
Channel industrial area and the Henry gas trading hub, which will permit El
Paso to take advantage of favorable price differentials between Henry and
trading hubs to which El Paso's pipeline system currently has access,
increased flexibility to transport gas east through Tenneco Energy's 30%-
owned Oasis pipeline, and opportunities to participate in the emerging
deregulation of the United States electric industry.
(v) The Merger would expand the scope of El Paso's international
operations, complementing El Paso's existing Latin American operations and
adding projects in Europe, Indonesia and Australia, and providing
opportunities for further diversification and international expansion.
(vi) Potential synergies which may be realized by combining El Paso's and
Tenneco Energy's operations, including synergies resulting from
consolidation of operations and facilities, economies of scale and
reengineering of Tenneco Energy's operations.
(vii) The El Paso Board of Directors' evaluation of the legal and
regulatory issues faced by Tenneco Energy and the Board's belief, based
upon El Paso's familiarity with Tenneco Energy's customers and the
comprehensive settlement negotiated by El Paso with its customers in 1996,
that a combination of El Paso and Tenneco Energy should enhance Tenneco's
ability to resolve those issues. See "RISK FACTORS--Risks Relating to El
Paso and Tenneco Energy-Regulated Industry; Potential Adverse Impact of
Pending Cost Recovery and Rate Proceedings."
(viii) The El Paso Board of Directors' assessment of the liabilities of
Tenneco's discontinued businesses being assumed by Tenneco Energy,
including liabilities relating to retiree medical and other retiree costs
of former employees of Tenneco and its subsidiaries, litigation,
environmental and other matters the amount of which El Paso management
estimated to be approximately $600 million. The El Paso Board of Directors
believed that the willingness of a purchaser of Tenneco Energy to assume
responsibility for liabilities of discontinued businesses of Tenneco would
be an important factor in Tenneco's evaluation of proposals for the
acquisition of Tenneco Energy. Accordingly, the El Paso Board of Directors
considered the nature of the contingent liabilities of Tenneco's
discontinued businesses and El Paso management's estimate of the amount of
such liabilities. The El Paso Board of Directors viewed El Paso's agreement
to accept these liabilities for discontinued operations as a component of
the aggregate consideration offered by El Paso for Tenneco Energy.
Moreover, the El Paso Board of Directors recognized that, under the terms
of the Distributions Agreement, Tenneco Energy's liability was not capped
at $600 million and that it was possible that the amount of such
liabilities might ultimately exceed $600 million. See "RISK FACTORS--Risks
Relating to El Paso and Tenneco Energy--Liabilities of Tenneco Energy for
Discontinued Businesses."
(ix) The terms of the Merger Agreement, including the fact that the
Merger is not conditioned on approval of the Stock Issuance. El Paso's
Board of Directors believed that certainty of consummation would be an
important consideration for Tenneco's Board of Directors and that El Paso's
proposal would be more attractive to Tenneco's Board of Directors if the
proposal were not conditioned on El Paso stockholder approval. While the
Board of Directors believed that providing the alternative of offering El
Paso Preferred Stock to Tenneco stockholders was in the best interests of
El Paso (because this alternative made El Paso's proposal less
conditional), the Board of Directors noted that the alternative preferred
stock structure would significantly decrease El Paso's free cash flow,
reduce its fixed charge coverage ratio and increase its leverage ratio. The
Board of Directors also noted that the issuance of El Paso Preferred Stock
would be viewed less favorably by its rating agencies.
(x) The Merger is expected to be accretive to El Paso's pro forma
earnings per share and cash flow (although if the Stock Issuance is not
approved, the Merger would be less accretive to El Paso's earnings
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per share and cash flow). See "UNAUDITED PRO FORMA FINANCIAL INFORMATION--
Unaudited Pro Forma Combined Financial Statements of El Paso and Tenneco
Energy."
(xi) The analyses of its financial advisor, including the opinion of
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") described below
as to the fairness to El Paso and the El Paso stockholders of the
consideration to be paid by El Paso pursuant to the Merger Agreement from a
financial point of view.
The foregoing discussion sets forth the material information and factors
considered and given weight by the El Paso Board of Directors. In view of the
variety of factors considered in connection with its evaluation of the Merger,
the El Paso Board of Directors did not find it practicable or necessary to and
did not quantify or otherwise assign relative weights to the specific factors
considered in reaching its determination. In addition, individual members of
the El Paso Board of Directors may have given different weights to different
factors.
THE BOARD OF DIRECTORS OF EL PASO RECOMMENDS THAT THE HOLDERS OF EL PASO
COMMON STOCK VOTE FOR APPROVAL OF THE STOCK ISSUANCE.
OPINIONS OF FINANCIAL ADVISORS
Tenneco. At the meeting of the Board of Directors of Tenneco held on June
19, 1996 to approve the Transaction, Lazard delivered its opinion to the Board
of Directors of Tenneco that, as of that date, the consideration to be
received by the Tenneco Stockholders pursuant to the Transaction was fair to
the Tenneco Stockholders from a financial point of view. The Lazard opinion
was prepared for the Tenneco Board of Directors and is directed only to the
fairness of the consideration to be received by the Tenneco Stockholders from
a financial point of view pursuant to the Transaction. The Lazard opinion does
not constitute a recommendation to any Tenneco Stockholder as to how such
stockholder should vote at the Tenneco Special Meeting.
In connection with rendering its opinion to the Tenneco Board of Directors
on June 19, 1996, Lazard, among other things: (i) reviewed the financial terms
and conditions of the forms of Distribution Agreement, Merger Agreement and
Ancillary Agreements; (ii) analyzed certain historical business and financial
information relating to Tenneco and El Paso; (iii) reviewed various financial
forecasts and other data provided to it by Tenneco and El Paso relating to
their respective businesses; (iv) held discussions with members of the senior
management of Tenneco and El Paso with respect to the past and current
operations and financial condition of Tenneco and El Paso and the business,
prospects and strategic objectives of Tenneco and El Paso and possible
benefits which might be realized after the Transaction; (v) reviewed public
information with respect to certain other companies in lines of business
Lazard believed to be generally comparable to the businesses of Tenneco and El
Paso; (vi) reviewed the financial terms of certain business combinations
involving companies in lines of business that Lazard believed to be generally
comparable to those of the Energy Business, and in other industries generally;
(vii) reviewed historical stock prices and trading volumes of the Tenneco
Common Stock and El Paso Common Stock; and (viii) conducted such other
financial studies, analyses, and investigations as it deemed appropriate.
Additionally, Lazard assumed and relied upon the accuracy and the
completeness of the financial and other information provided to it by Tenneco
and El Paso and did not assume responsibility for any independent verification
of such information or any independent valuation or appraisal of the assets or
liabilities of Tenneco and El Paso. With respect to financial forecasts,
Lazard assumed that such forecasts were reasonably prepared on a basis
reflecting the best currently available estimates and judgments of management
of Tenneco and El Paso, and Lazard assumed no responsibility for, and
expressed no view as to, such forecasts or the assumptions on which they were
based.
Lazard also assumed that the Transaction would be consummated on the terms
contained in the forms of Distribution Agreement and Merger Agreement, without
any waiver of any material terms or conditions by Tenneco, and that obtaining
the necessary regulatory and governmental and other approvals for the
Transaction would not have an adverse effect on Tenneco's Energy Business,
Industrial Business or Shipbuilding Business. Further, Lazard's opinion was
necessarily based on economic, monetary, market and other conditions as in
effect
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on, and the other information made available to it as of, the date of such
opinion. In rendering its opinion, Lazard also specifically assumed that the
terms of any El Paso Preferred Depositary Shares representing interests in El
Paso Preferred Stock issued in connection with the Merger would be as
contemplated in the Merger Agreement, including that 25 El Paso Preferred
Depositary Shares would trade at an aggregate market price of $1,000 upon
issuance and that the El Paso Common Stock and El Paso Preferred Depositary
Shares would have the same value in the aggregate as the El Paso Common Stock
would have had if the consideration in connection with the Merger consisted
solely of El Paso Common Stock. Lazard expressed no opinion as to the prices
at which the shares of New Tenneco Common Stock, Newport News Common Stock, El
Paso Common Stock or El Paso Preferred Depositary Shares will trade when
issued to the holders of Tenneco Stock. Lazard also assumed that for federal
income tax purposes (i) the Distributions will be tax-free distributions under
Section 355 of the Code, (ii) the Merger will qualify as a reorganization
under Section 368(a)(1)(B) of the Code, and (iii) certain inter-company
transfers included in the Corporate Restructuring Transactions will qualify as
tax-free transfers.
In connection with rendering its opinion to the Tenneco Board of Directors
on June 19, 1996, Lazard undertook the financial analysis summarized below.
Analysis of Certain Other Publicly Traded Energy Companies. Lazard reviewed
and analyzed certain publicly available information for a group of six
selected companies (Coastal Corporation, El Paso, NorAm Energy Corporation,
PanEnergy Corporation, Sonat, Inc. and The Williams Companies, Inc.
(collectively the "Comparable Companies")) that, in Lazard's judgment and
based in part on conversations with the management of Tenneco, were generally
comparable to the Energy Business for purposes of this analysis. The
Comparable Companies were divided into two groups: those deemed to be more
operationally comparable based on size, asset base, growth profile and
business mix (El Paso, PanEnergy Corporation and The Williams Companies, Inc.)
and those deemed to be less operationally comparable (Coastal Corporation,
NorAm Energy Corporation and Sonat, Inc.). Such information included (i)
market capitalization and market value; (ii) operating performance;
(iii) capitalization; (iv) profitability; (v) market capitalization as a
multiple of net sales; earnings before interest, taxes, depreciation and
amortization ("EBITDA"); and earnings before interest and taxes ("EBIT") for
the latest twelve months, the last fiscal year and projected for the next two
fiscal years; (vi) common stock price as a multiple of earnings per share for
the latest twelve months, the last fiscal year and projected for the next two
fiscal years; and (vii) leverage ratios pertaining to total debt/total book
capitalization, net debt/market capitalization and total debt/EBITDA for the
latest twelve months. Lazard's analysis indicated, among other things, that
(i) the capitalization of the companies deemed to be more operationally
comparable as a multiple of latest twelve months EBITDA ranged from 6.9x to
11.6x, as a multiple of projected 1996 EBITDA ranged from 6.6x to 8.1x, as a
multiple of projected 1997 EBITDA ranged from 6.1x to 7.2x, as a multiple of
latest twelve months EBIT ranged from 9.6x to 18.8x, as a multiple of
projected 1996 EBIT ranged from 8.9x to 12.3x and as a multiple of projected
1997 EBIT ranged from 8.2x to 10.6x and (ii) the market price of these
companies as a multiple of latest twelve months earnings per share ranged from
14.9x to 41.3x, as a multiple of projected 1996 earnings per share ranged from
12.8x to 15.6x and as a multiple of projected 1997 earnings per share ranged
from 11.6x to 13.4x. The earnings estimates and growth rates for the
Comparable Companies were derived from published research reports of certain
analysts covering the Comparable Companies. Lazard then applied these
multiples to the corresponding financial information and forecasts of future
performance for the Energy Business provided by Tenneco management and derived
a theoretical range of enterprise values (before deducting the negative value
of the discontinued operations) for Tenneco Energy from $3.4 billion to $3.7
billion.
Analysis of Selected Transactions. Lazard reviewed the financial terms, to
the extent publicly available, of eighteen selected pending and completed
change of control transactions in the energy industry commenced since March 1,
1985 (the "Precedent Transactions") which, in Lazard's judgment, were
generally comparable to the Energy Business for purposes of this analysis. The
18 transactions, in reverse chronological order of public announcement, were
the following: (i) Tejas Gas Corporation's acquisition of Transok Inc. (1996);
(ii) El Paso Energy Corporation's acquisition of Cornerstone Natural Gas Inc.
(1996); (iii) Pacific Gas & Electric Co.'s acquisition of State Gas Pipeline-
Queensland, Australia (1996); (iv) Texas Utilities Co.'s acquisition of
Enserch Corp. (1996); (v) IPL Energy Inc.'s acquisition of Consumers Gas
Company (1996); (vi) Forest Oil Corp.'s acquisition of Atcor Resources Ltd.
(1995); (vii) Tejas Gas Corporation's acquisition of a gas processing plant
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from Seagull Energy Corp., Enron Corp., Panhandle Eastern Corp. and Amoco
Corp. (1995); (viii) Crystal Oil Company's acquisition of First Reserve Gas
Company (1995); (ix) The Williams Companies, Inc.'s acquisition of Transco
Energy Co. (1994); (x) Tejas Gas Corporation's acquisition of natural gas
pipeline systems from Exxon (1993); (xi) TransCanada Pipelines Ltd.'s
acquisition of Alberta Natural Gas Co. Ltd. from Pacific Gas Transmission Co.
(1992); (xii) the acquisition by a group of investors of TransCanada Pipelines
Ltd. from BCE Inc. (1990); (xiii) American Oil and Gas Corporation's
acquisition of Cabot Gas Pipeline Companies from Cabot Corporation (1989);
(xiv) Panhandle Eastern Corporation's acquisition of Texas Eastern Corporation
(1989); (xv) Pacific Gas & Electric Co.'s acquisition of Pacific Gas
Transmission Company (1985); (xvi) MidCon Corp.'s acquisition of United Energy
Resources, Inc. (1985); (xvii) InterNorth Inc.'s acquisition of Houston
Natural Gas Corporation (1985); and (xviii) Coastal Corporation's acquisition
of American Natural Resources Company (1985). Lazard reviewed the prices paid
in such transactions in terms of (i) aggregate transaction value as a multiple
of latest twelve month sales, EBITDA and EBIT; (ii) equity value as a multiple
of latest twelve months net income; and (iii) the premium paid to the closing
stock price one month prior to announcement. Lazard noted that the reasons
for, and circumstances surrounding, each of the Precedent Transactions were
diverse and the characteristics of the companies involved were not directly
comparable to the Energy Business and El Paso. Nonetheless, the transactions
deemed to be most comparable for the purposes of this analysis were The
Williams Companies Inc.'s acquisition of Transco Energy Co. in 1994 and IPL
Energy Inc.'s acquisition of Consumers Gas Company in 1996 (the "Comparable
Transactions"). Lazard's analysis indicated, among other things, that (i) the
aggregate transaction value of the Comparable Transactions as a multiple of
latest twelve months EBITDA ranged from 7.0x to 7.1x and as a multiple of
latest twelve months EBIT ranged from 9.4x to 14.4x and (ii) the equity value
of the Comparable Transactions as a multiple of latest twelve months net
income ranged from 11.5x to 47.4x. Lazard then applied these multiples to the
corresponding financial information and forecasts of future performance for
the Energy Business provided by Tenneco management and derived a theoretical
range of enterprise values (before deducting the negative value of the
discontinued operations) for Tenneco Energy from $3.7 billion to $4.2 billion.
Lazard is of the view that no transaction reviewed was identical to the Merger
and that, accordingly, an analysis of the foregoing necessarily involves
complex considerations and judgments concerning differences in financial and
operating characteristics of the Energy Business that could affect the
acquisition value of the companies to which it was being compared.
Discounted Cash Flow Analysis. Lazard conducted a discounted cash flow
analysis to estimate the present value of the stand-alone unleveraged free
cash flow that the Energy Business was expected to generate based on
management's long-range plan prior to the Merger. This plan assumed compound
annual revenue growth of 19%, compound annual EBIT growth of 3% and average
EBIT, as a percentage of revenues, of 9% over a projected five year period
ending December 31, 2001. Lazard calculated a range of enterprise values for
the Energy Business by applying a range of terminal exit multiples of 6.5x to
7.5x to estimated EBITDA and a range of discount rates of 8.75% to 9.25%.
After adding back the negative present value of all liabilities for
discontinued operations, (which Lazard and Tenneco's management believed to be
$500 million), Lazard's analysis derived a theoretical range of enterprise
values (before deducting the negative value of the discontinued operations)
for Tenneco Energy from $3.6 billion to $4.2 billion.
Other. In connection with rendering its opinion to the Tenneco Board of
Directors, Lazard also conducted an analysis of the total value that would be
realized by a common stockholder of Tenneco in each of two scenarios
considered by the Tenneco Board of Directors; one, the spin-offs of the
Industrial Business and Shipbuilding Business and the continuation of the
Energy Business as an independent, publicly held company; and two, the
Distributions and the Merger.
The summary set forth above does not purport to be a complete description of
analyses performed by Lazard. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to a partial analysis or
summary description. Lazard believes that its analyses must be considered as a
whole and that selecting portions of its analyses, without considering all
analyses, would create an incomplete view of the process underlying its
opinion. In addition, Lazard may have given various analyses more or less
weight than other analyses, and may have deemed various assumptions more or
less probable than other assumptions, so that the ranges of valuations
resulting from any particular analysis described above should not be taken to
be Lazard's view of the actual value of the Energy Business.
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As described above, Lazard's opinion and presentation to the Tenneco Board
of Directors was one of the factors taken into consideration by the Tenneco
Board of Directors in making its determination to approve and recommend the
Transaction. Consequently, Lazard's analyses described above should not be
viewed as determinative of the Tenneco Board of Directors' or Tenneco
management's opinion with respect to the value of Tenneco or of whether the
Tenneco Board of Directors or Tenneco management would have been willing to
agree to different financial terms than those that are set forth in the Merger
Agreement.
A copy of the full text of the Lazard opinion, dated as of June 19, 1996,
which sets forth the assumptions made, matters considered and limitations of
the review undertaken, is attached as Appendix F hereto. HOLDERS OF TENNECO
STOCK ARE URGED TO READ THE TEXT OF THE LAZARD OPINION IN ITS ENTIRETY. THE
SUMMARY DISCUSSION OF THE OPINION OF LAZARD SET FORTH IN THIS JOINT PROXY
STATEMENT--PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL
TEXT OF SUCH OPINION. LAZARD'S OPINION DOES NOT CONSTITUTE A RECOMMENDATION TO
ANY STOCKHOLDER AS TO HOW SUCH STOCKHOLDER SHOULD VOTE AT THE TENNECO SPECIAL
MEETING OR EL PASO SPECIAL MEETING.
The Tenneco Board of Directors retained Lazard based upon its experience and
expertise and did not impose any limitations on Lazard with respect to the
procedures followed or factors considered by Lazard in issuing its opinions.
Lazard is an internationally recognized investment banking firm and is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements, leveraged
buyouts, and valuations for estate, corporate and other purposes.
Lazard has in the past provided investment banking and financial advisory
services to Tenneco and during the past two years has received customary
investment banking and financial advisory fees for rendering such services.
Lazard, certain of its managing directors and affiliates, and certain related
entities may have direct or indirect interests in the stock of Tenneco. Mr.
Michael Blumenthal, a senior advisor to Lazard, is a member of Tenneco's Board
of Directors.
Pursuant to the letter agreement dated as of February 1, 1996 between
Tenneco and Lazard, it was agreed that Lazard would be paid a fee of either
(i) $6,500,000 in the event of the spin-offs of the Shipbuilding Business and
the Industrial Business (the "Spin-Off Fee"), or (ii) $9,500,000 plus .50% of
the amount by which the aggregate consideration (as defined therein) to be
paid in connection with a sale exceeds $3,500,000,000 (the "Sale Fee") in the
event of a sale of Tenneco Energy. As a result of the Distributions and the
Merger, Lazard will be paid $12,100,000 (based on a projected aggregate
consideration of $4,020,000,000). Tenneco also agreed to use its best efforts,
subject to Lazard's agreement, to include Lazard as at least a co-manager with
respect to any securities offerings relating to these transactions.
Accordingly, Lazard will be a co-manager with respect to any offering of the
Tenneco Junior Preferred Stock for which it will be paid customary investment
banking fees. See "NPS ISSUANCE."
In addition, Tenneco has agreed, among other things, to reimburse Lazard for
all reasonable out-of-pocket expenses incurred in connection with the services
provided by Lazard, and to indemnify and hold harmless Lazard and certain
related parties to the full extent lawful from and against certain liabilities
and expenses, including certain liabilities under the federal securities laws,
in connection with its engagement.
El Paso. In its role as financial advisor to El Paso, DLJ was asked by El
Paso to render an opinion to the Board of Directors of El Paso as to the
fairness to El Paso and its common stockholders, from a financial point of
view, of the consideration to be paid by El Paso pursuant to the terms of the
Merger Agreement. On June 19, 1996, DLJ delivered its oral opinion to the
Board of Directors of El Paso (subsequently confirmed in a written opinion to
the Board of Directors of El Paso, dated June 27, 1996 (the "DLJ Opinion"))
that, as of the date of the DLJ Opinion, and based upon and subject to the
assumptions, limitations and qualifications set forth in such opinion, the
consideration to be paid by El Paso pursuant to the Merger Agreement is fair
to El Paso and its common stockholders from a financial point of view.
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THE FULL TEXT OF THE DLJ OPINION IS ATTACHED HERETO AS APPENDIX G. THE DLJ
OPINION SHOULD BE READ CAREFULLY IN ITS ENTIRETY FOR ASSUMPTIONS MADE, MATTERS
CONSIDERED AND LIMITS OF THE REVIEW AND PROCEDURES FOLLOWED BY DLJ IN
CONNECTION WITH SUCH OPINION.
The Board of Directors of El Paso selected DLJ as its financial advisor
because it is a nationally recognized investment banking firm that has
substantial experience in the natural gas industry and is familiar with El
Paso and its businesses. As part of its investment banking business, DLJ is
regularly engaged in the valuation of businesses and their securities in
connection with mergers, acquisitions, underwritings, sales and distributions
of listed and unlisted securities, private placements and valuations for
assets, corporate and other purposes.
The DLJ Opinion was prepared for the Board of Directors of El Paso and is
directed only to the fairness to El Paso and its common stockholders from a
financial point of view of the consideration to be paid by El Paso pursuant to
the Merger Agreement. The DLJ Opinion does not constitute a recommendation to
any El Paso stockholder as to how such stockholder should vote at the El Paso
Special Meeting. DLJ did not, and was not requested by the Board of Directors
of El Paso to, make any recommendation as to the form or amount of
consideration to be paid by El Paso in the Merger, which issues were
determined by arm's-length negotiations between El Paso and Tenneco, in which
negotiations DLJ advised El Paso. DLJ's opinion does not constitute an opinion
as to the price at which the El Paso Common Stock or, if issued, the El Paso
Preferred Depositary Shares representing interests in El Paso Preferred Stock
will actually trade at any time. No restrictions or limitations were imposed
by El Paso upon DLJ with respect to the investigations made or the procedures
followed by DLJ in rendering the DLJ Opinion.
In arriving at the DLJ Opinion, DLJ reviewed the form of Merger Agreement
and the exhibits thereto and financial and other information that was publicly
available or furnished to it by El Paso and Tenneco, including information
provided during discussions with their respective managements and certain
financial forecasts of Tenneco Energy and El Paso prepared by the management
of Tenneco or El Paso, as the case may be. In addition, DLJ compared certain
financial and securities data of El Paso with various other companies whose
securities are traded in public markets; reviewed the historical stock prices
and trading volumes of El Paso Common Stock; reviewed prices paid in certain
other business combinations; and conducted such other financial studies,
analyses and investigations as DLJ deemed appropriate for purposes of
rendering the DLJ Opinion.
In rendering the DLJ Opinion, DLJ relied upon and assumed the accuracy,
completeness and fairness of all of the financial and other information that
was available to it from public sources, that was provided to it by El Paso
and Tenneco or their respective representatives, or that was otherwise
reviewed by it. In particular, DLJ relied upon the views and judgments of the
management of El Paso as to (i) the impact of regulatory matters and customer
relationships on the business of Tenneco Energy, (ii) the amount of
liabilities associated with Tenneco's previously discontinued operations
included in the Energy Business, and (iii) the amount and timing of synergies
achievable as a result of the Merger. DLJ assumed that each of (i) the
Distributions, (ii) the Debt Realignment, and (iii) the NPS Issuance was
consummated prior to consummation of the Merger. With respect to the financial
forecasts supplied to it, DLJ assumed that they were reasonably prepared on a
basis reflecting the best currently available estimates and judgments of the
management of El Paso and Tenneco as to the future operating and financial
performance of El Paso and Tenneco. DLJ did not assume any responsibility for
making any independent evaluation of the assets or liabilities of the Energy
Business or for making any independent verification of any of the information
reviewed by it. DLJ relied as to all legal matters on the advice of counsel to
El Paso.
The DLJ Opinion is necessarily based on economic, market, financial and
other conditions as they existed on, and on the information made available to
DLJ as of, the date of such opinion. It should be understood that, although
subsequent developments may affect the DLJ Opinion, DLJ does not have any
obligation to update, revise or reaffirm the DLJ Opinion. DLJ expressed no
opinion as to the recoverability of gas supply realignment costs of Tenneco or
the amount of liabilities to be assumed by El Paso related to the discontinued
operations of Tenneco. DLJ was not requested to and did not express any
opinion regarding the financial impact of the amounts
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recovered or assumed, as the case may be, on Tenneco Energy or El Paso and the
effect, if any, of such actual amounts on the fairness to El Paso from a
financial point of view of the consideration to be paid in the proposed
Merger.
The following is a summary of certain factors considered and financial
analyses performed by DLJ in connection with the DLJ Opinion that were
included in a presentation to the Board of Directors of El Paso on June 19,
1996.
Unless otherwise stated, the financial analyses assume, among other things,
(i) the number of shares of El Paso Common Stock to be issued in the Merger is
based upon an Average El Paso Common Price of $34.875, the midpoint of the
Collar; (ii) post-closing asset sales and off balance sheet financings of
approximately $500 million (the "Asset Sales"); and (iii) a post-closing
common equity offering of approximately $200 million (the "New Common Equity
Offering").
Pro Forma Merger Analysis. DLJ analyzed certain pro forma effects resulting
from the Merger. DLJ reviewed, without independent verification, the operating
synergies contemplated to result from the Merger in 1997 by combining the
operations of the Energy Business and El Paso as forecasted by the managements
of Tenneco and El Paso. DLJ analyzed the pro forma effect of such operating
synergies on earnings per share and cash flow per share for El Paso. The
analysis indicated that the pro forma earnings per share of El Paso, assuming
the forecasted annual net operating synergies contemplated to result from the
Merger, would be higher in the fiscal year 1997 when compared to forecasts for
El Paso as a stand-alone company during the same period. The analysis also
indicated that the pro forma cash flow per share of El Paso, assuming the
forecasted annual net operating synergies contemplated to result from the
Merger would be higher in the fiscal year 1997 when compared to forecasts for
El Paso as a stand-alone company during the same period.
Contribution Analysis. DLJ analyzed El Paso's and the Energy Business'
relative contribution to the combined company with respect to earnings before
interest, taxes, depreciation and amortization ("EBITDA"), earnings before
interest and taxes ("EBIT"), and total assets. Such analysis was considered in
both absolute dollar terms and on a percentage basis and was made for the
historical fiscal year 1995 and for forecasted fiscal years 1996 and 1997. As
a result of the Merger, El Paso stockholders will own approximately 62% of the
common equity of the combined company. This compares with El Paso's
contribution to the combined company's pro forma results (before taking into
account any forecasted net operating synergies, asset sales and expenses from
discontinued operations which may result from the Merger) for (i) historical
fiscal year 1995 of 37% of EBITDA, and 42% of EBIT; (ii) forecasted fiscal
year 1996 of 40% EBITDA and 42% of EBIT, and (iii) forecasted fiscal year 1997
of 40% of EBITDA and 41% of EBIT. El Paso's contributions to the combined
company's pro forma total assets at forecasted fiscal year end 1996 was 36%.
Analysis of Certain Other Publicly Traded Companies. To provide contextual
data and comparative market information, DLJ reviewed selected historical
operating and financial ratios for Tenneco Energy and compared them to the
corresponding data and ratios of certain other companies whose securities are
publicly traded (collectively, the "Public Companies"). The Public Companies
were chosen because they possess general business, operating and financial
characteristics representative of companies in the industry in which El Paso
and Tenneco Energy operate. The Public Companies consisted of Coastal
Corporation, Enron Corp., NorAm Energy Corporation, PanEnergy Corporation,
Sonat, Inc. and The Williams Companies, Inc. Such data and ratios included
"Adjusted Price," defined as equity value plus net debt (i.e. total debt plus
nonoperating liabilities assumed plus preferred stock less cash and cash
equivalents) as a multiple of EBITDA and EBIT for the latest reported twelve
months, such period being the twelve months ending March 31, 1996. The average
multiple of Adjusted Price to EBITDA for the Public Companies was 7.6 times
and the average multiple of Adjusted Price to EBIT for the Public Companies
was 11.9 times. DLJ then compared these multiples to the Adjusted Price to
EBITDA multiple of 6.8 times for the Merger and the Adjusted Price to EBIT
multiple of 10.7 times for the Merger and such multiples for the Merger
compared favorably to the multiples for the Public Companies.
Transaction Analysis. DLJ reviewed publicly available information for eight
selected transactions involving the combination of selected natural gas
companies. The eight transactions reviewed (the "Comparative Transactions")
were (i) Texas Eastern Corporation/Panhandle Eastern Corporation; (ii) Acadian
Gas
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Group/Tejas Gas Corporation; (iii) Exxon's Texas and Louisiana Interstate
Natural Gas Pipeline Systems/Tejas Gas Corporation; (iv) Grand Valley Gas
Company/Associated Natural Gas Corp.; (v) American Oil and Gas Co./KN Energy,
Inc.; (vi) Associated Natural Gas Corp./Panhandle Eastern Corporation;
(vii) Transco Energy Company/The Williams Companies, Inc.; and (viii) ENSERCH
Corporation/Texas Utilities Company. The eight transactions selected are not
intended to represent the complete list of natural gas industry transactions
which have occurred during the last several years; instead they include only
transactions involving combinations of companies with operating
characteristics, size or financial performance characteristics believed to be
comparable to such characteristics of Tenneco Energy and El Paso. DLJ
determined that (i) Texas Eastern Corporation/Panhandle Eastern Corporation;
(ii) Transco Energy Company/The Williams Companies, Inc.; and (iii) ENSERCH
Corporation/Texas Utilities Company were the most representative of the
Comparative Transactions because those transactions involved combinations of
companies with operating characteristics, size or financial performance
characteristics believed to be most similar to such characteristics of the
Energy Business and El Paso. DLJ reviewed the consideration paid in such
transactions in terms of the Adjusted Price as a multiple of EBITDA and EBIT
for the latest reported twelve months prior to the announcement of such
transaction. The ratio of Adjusted Price to EBITDA, computed for the
Comparative Transactions, had a mean of 9.3 times. DLJ then compared these
multiples to the Adjusted Price to EBITDA multiple of 6.8 times for the Merger
and the Adjusted Price to EBIT multiple of 10.7 times for the Merger and such
multiples for the Merger compared favorably to the multiples for the other
transactions.
Discounted Cash Flow Analysis. DLJ also performed a discounted cash flow
analysis to evaluate the consideration being paid in the Merger. Using the
information provided by the management of Tenneco and El Paso, DLJ performed a
stand-alone discounted cash flow analysis for the Energy Business. DLJ
calculated the estimated "Free Cash Flow" for the Energy Business stand-alone
based on forecasted unleveraged operating income adjusted for: (i) forecasted
annual net operating synergies; (ii) taxes; (iii) certain forecasted non-cash
items (i.e., depreciation, amortization and deferred taxes); (iv) forecasted
capital expenditures; (v) forecasted restructuring costs associated with the
Merger; (vi) forecasted cash flows relating to regulatory matters and customer
relationships; and (vii) the cost of liabilities associated with Tenneco's
previously discontinued operations. DLJ analyzed the Energy Business stand-
alone forecasts as adjusted by El Paso management and discounted the stream of
free cash flows from fiscal 1997 to fiscal 2001, provided in such forecasts,
back to December 31, 1996 using discount rates ranging from 9% to 13%. To
estimate the residual value of the Energy Business stand-alone at the end of
the forecast period, DLJ applied terminal multiples of 6.5 times to 8.5 times
to the forecasted fiscal 2001 EBITDA and discounted such value estimates back
to December 31, 1996 using discount rates ranging from 9% to 13%. DLJ then
summed the present values of the cash flows, the present values of the
residual values and the after-tax cash flows related to the Assets Sales to
derive a range of implied enterprise values for the Energy Business stand-
alone. The range of implied Adjusted Prices for the Energy Business stand-
alone, based on discount rates of 9% to 13% and the range of terminal
multiples of 6.5 times to 8.5 times, was $3.7 billion to $5.1 billion.
The summary set forth above does not purport to be a complete description of
the analyses performed by DLJ. The preparation of a fairness opinion involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of these methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
summary description. Accordingly, notwithstanding the separate factors
summarized above, DLJ believes that its analyses must be considered as a whole
and that selecting portions of its analyses and the factors considered by it,
without considering all analyses and factors, could create an incomplete view
of the evaluation process underlying its opinions. Furthermore, in arriving at
the DLJ Opinion, DLJ did not attribute any particular weight to any analysis,
or factor considered by it, but rather made subjective and qualitative
judgments as to the significance and relevance of each analysis and factor. In
performing its analyses, DLJ made numerous assumptions with respect to
industry performance, business and economic conditions and other matters. The
analyses performed by DLJ are not necessarily indicative of actual values or
future results, which may be significantly more or less favorable than
aggregated by such analyses.
Pursuant to the terms of an engagement letter dated May 14, 1996, El Paso
has paid to DLJ: (i) a retainer fee of $150,000; (ii) an additional fee of
$1,000,000 upon execution of the Merger Agreement; and (iii) a fee of
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$1,000,000 at the time DLJ notified the El Paso Board that it was prepared to
deliver the DLJ Opinion. El Paso has also agreed to pay DLJ an additional fee
of $50,000 for each additional or updated opinion delivered by DLJ with
respect to the Merger and additional cash compensation of an amount equal to
0.2% of the purchase price upon consummation of the Merger, less the amount
paid by El Paso pursuant to clauses (i), (ii) and (iii) above. In addition, El
Paso has agreed to pay DLJ a fee equal to 5% of any "termination fee," "break-
up fee," "topping fee" or other form of consideration payable to El Paso if El
Paso and Tenneco fail to consummate the Merger and El Paso receives or is
entitled to receive any such compensation.
El Paso has also agreed to reimburse DLJ promptly for all out-of-pocket
expenses (including the reasonable fees and out-of-pocket expenses of counsel)
incurred by DLJ in connection with its engagement, and to indemnify DLJ and
certain related persons against certain liabilities in connection with its
engagement, including liabilities under the federal securities laws. The terms
of the fee arrangement with DLJ, which DLJ and El Paso believe are customary
in transactions of this nature, were negotiated at arm's length between El
Paso and DLJ and the Board of Directors of El Paso was aware of such
arrangement, including the fact that a significant portion of the aggregate
fee payable to DLJ is contingent upon consummation of the Merger.
In the ordinary course of its business, DLJ actively trades the securities
of both El Paso and Tenneco for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities.
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
In considering the Transaction, stockholders should be aware of, and should
carefully consider that, certain members of Tenneco's management and the
Tenneco Board of Directors may be deemed to have interests in the Transaction
that are in addition to their interests as holders of Tenneco Stock generally
and which may create potential conflicts of interest. The Tenneco Board of
Directors was aware of these interests and considered them, among other
matters, in approving the Transaction.
Certain executive officers and members of the Board of Directors of Tenneco
will be, after consummation of the Distributions, executive officers and/or
members of the boards of directors of New Tenneco and/or Newport News. Each of
New Tenneco and Newport News plans to adopt various employee benefit plans in
connection with the Transaction. For a discussion of certain matters relating
to such plans see "THE DISTRIBUTIONS--Relationship Among Tenneco, New Tenneco
and Newport News After the Distributions" and the New Tenneco Information
Statement and Newport News Information Statement attached hereto as Appendices
C and D, respectively.
As of , 1996, there were outstanding options to purchase shares of
Tenneco Common Stock granted pursuant to various Tenneco employee stock option
plans, of which are currently exercisable and of which were held by
executive officers of Tenneco. The Merger Agreement requires that, in
connection with the Transaction, Tenneco accelerate the vesting of all of
these stock options held by employees of the Energy Business so that they
become fully exercisable prior to the Merger Effective Time. If not exercised
prior to the Merger Effective Time, such options will be canceled upon
consummation of the Merger. All stock options held by employees of the
Industrial Business and Shipbuilding Business will be redenominated into
options to acquire New Tenneco Common Stock and Newport News Common Stock,
respectively, with terms and conditions set to preserve the aggregate "spread"
of the redenominated stock options.
As of , 1996, Tenneco had outstanding restricted shares of Tenneco
Common Stock held by various directors and employees which vest according to
the length of service to Tenneco of the person holding such shares. As of ,
1996, Tenneco had outstanding performance share equivalent unit awards
held by various employees, each entitling the holder thereof to receive one
share of Tenneco Common Stock upon the achievement of specified Tenneco
performance goals, of which were vested. In connection with the
Transaction, prior to the Distributions all of the restricted shares held by
Tenneco directors and employees will become fully vested and non-forfeitable
and the conditions to issuance of all shares underlying the performance share
equivalent unit awards will be waived and the maximum number of shares of
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Tenneco Common Stock subject thereto will be issued, except that a small
number of employees of the administrative services business will be given cash
in lieu of vesting of their restricted stock. Directors and executive officers
of Tenneco hold, in the aggregate, of such restricted shares and of such
performance unit awards.
In addition, Tenneco, El Paso and El Paso Subsidiary have agreed to
insurance and indemnification for directors and executive officers of Tenneco
after the Merger Effective Time and certain employees of the Energy Business
will receive retention bonuses and severance benefits in connection with the
Transaction. See "THE MERGER--Certain Covenants" and "THE MERGER--Employee
Benefits."
Stockholders should also be aware that the El Paso Energy Corporation
Strategic Stock Plan (the "El Paso Stock Plan") provides for the grant of
stock options, stock appreciation rights, limited stock appreciation rights
and restricted stock to officers and key management employees of El Paso and
the Energy Business in order to provide incentive to encourage the successful
acquisition and integration of the Energy Business with El Paso. A grant of
restricted stock and nonqualified stock options has been made to officers of
El Paso, contingent upon the consummation of the Merger and other factors. It
is anticipated that after the Merger Effective Time, certain officers and key
management employees of Tenneco who remain employed by the Energy Business may
receive grants under the El Paso Stock Plan.
EXPENSES
In connection with the Transaction, all costs and expenses of El Paso will
be paid by El Paso. In general, Tenneco is responsible for all fees and
expenses incurred by Tenneco, New Tenneco and Newport News in connection with
the Transaction for periods prior to the Distribution Date (except for certain
environmental costs and expenses and except for costs and expenses that are
incurred separately and directly by either New Tenneco or Newport News in
connection with the Transaction, which shall be such party's sole
responsibility and liability). Any such fees and expenses which are unpaid as
of the Merger Effective Time will be allocated to and remain the
responsibility of Tenneco but will be included in the Actual Energy Debt
Amount. See "DEBT AND CASH REALIGNMENT." Each party has also generally agreed
to bear its own respective fees and expenses incurred after the Distribution
Date. Notwithstanding the foregoing, pursuant to the Distribution Agreement,
costs and expenses incurred at any time in connection with compliance with
environmental laws shall be paid by the party that will own the assets or
operate the business subject to such laws after the Distribution Date.
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The following sections entitled "THE NPS ISSUANCE," "DEBT AND CASH
REALIGNMENT," "CORPORATE RESTRUCTURING TRANSACTIONS," "THE DISTRIBUTIONS" and
"THE MERGER" contain descriptions of certain provisions of the Distribution
Agreement and Merger Agreement. These descriptions are only summaries and do
not purport to be complete. These descriptions are qualified in their entirety
by reference to the complete text of the Distribution Agreement and Merger
Agreement. Copies of the Distribution Agreement and Merger Agreement as
currently in effect are attached hereto as Appendix A and Appendix B,
respectively, and are incorporated herein by reference.
THE NPS ISSUANCE
Prior to the Merger, Tenneco will issue in a public offering new shares of
Tenneco Junior Preferred Stock in one or more series pursuant to the NPS
Issuance in an amount calculated to have, to the extent possible, an aggregate
value as of the Merger Effective Time that is equal to approximately 25% (but
in any event more than 20%) of the total value of all shares of Tenneco
capital stock then outstanding. Holders of the Tenneco Junior Preferred Stock
issued pursuant to the NPS Issuance will possess the right to elect, voting as
a class, a number of directors of Tenneco representing one-sixth of the
members of the Board of Directors of Tenneco, and the number of directors
comprising the entire Tenneco Board of Directors will be set at six or an
integral multiple of six. The NPS Issuance Proceeds are estimated to be $275
million. Tenneco expects to use the net NPS Issuance Proceeds (estimated to be
$265 million) to repay a portion of the outstanding Tenneco Energy
Consolidated Debt pursuant to the Debt Realignment.
Under the existing terms of the Tenneco Charter, the approval of a majority
of the outstanding Tenneco Junior Preferred Stock will be required to effect
the Distributions and the approval of two-thirds of the outstanding Tenneco
Junior Preferred Stock will be required to effect the Charter Amendment if the
Tenneco Junior Preferred Stock is issued prior to the effectiveness of the
Charter Amendment (which is expected to occur immediately following the
Tenneco Special Meeting if the Transaction is approved). Accordingly, if the
NPS Issuance occurs prior to the effectiveness of the Charter Amendment, as
part of the NPS Issuance, the Charter Amendment and Distributions will be
submitted for approval by the initial record holders of the Tenneco Junior
Preferred Stock issued pursuant to the NPS Issuance (which will be the
underwriters for the public offering) by written consent in lieu of a meeting.
Notwithstanding such approval, persons who become record holders of the
Tenneco Junior Preferred Stock on or prior to the date of the Tenneco Special
Meeting will have the right to demand appraisal of their shares of Tenneco
Junior Preferred Stock at or prior to the Tenneco Special Meeting. See "THE
MERGER--Appraisal Rights."
The shares of Tenneco Junior Preferred Stock issued pursuant to the NPS
Issuance will not be converted or otherwise exchanged in the Merger and will
remain outstanding immediately following consummation thereof (held by the
persons who were the holders of such shares prior to the Merger), and the
holders thereof will receive no consideration in respect thereof in connection
with the Merger. See "THE CHARTER AMENDMENT."
Although the NPS Issuance is one of the transactions contemplated by the
Merger Agreement on which Tenneco Stockholders are being asked to vote at the
Tenneco Special Meeting, Tenneco Stockholders should be aware that the NPS
Issuance is expected to be consummated prior to the Tenneco Special Meeting
and thus regardless of the outcome of the vote at the Tenneco Special Meeting.
For a description of the anticipated terms of the Tenneco Junior Preferred
Stock, see "DESCRIPTION OF THE TENNECO JUNIOR PREFERRED STOCK."
DEBT AND CASH REALIGNMENT
In general, from and after the Distributions each of Tenneco, New Tenneco
and Newport News will be responsible for the debts, liabilities and
obligations related to the business or businesses that it owns and operates
following consummation of the Corporate Restructuring Transactions. See
"CORPORATE RESTRUCTURING
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TRANSACTIONS" and "THE DISTRIBUTIONS." Tenneco's historical practice, however,
has been to generally 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, the Merger Agreement, Distribution Agreement, and Ancillary
Agreements provide for (i) the pre-Distribution restructuring of the Tenneco
Energy Consolidated Debt pursuant to the Debt Realignment, (ii) the allocation
among each of Tenneco, New Tenneco and Newport News of the total amount of cash
and cash equivalents on hand as of the Merger Effective Time pursuant to the
Cash Realignment, and (iii) the allocation of responsibility for certain
capital expenditures related to the Energy Business.
DEBT REALIGNMENT
The Merger Agreement requires Tenneco to, or to cause its relevant
subsidiaries to, obtain the requisite consents of the various lenders to permit
consummation of the Transaction and tender for, exchange, redeem, prepay,
defease or let mature the Tenneco Energy Consolidated Debt prior to the
Distributions.
The Debt Realignment is intended to reduce the total amount of the Tenneco
Energy Consolidated Debt to an amount that, when added to the total amount of
certain other obligations of the Energy Business outstanding, as of the Merger
Effective Time (i.e., the Actual Energy Debt Amount), equals the Base Debt
Amount. As of June 30, 1996, the total book value of Tenneco Energy
Consolidated Debt was $4,443 million, including $634 million of short-term debt
(excluding the current portion of long-term debt), $75 million of non-public
debt and $3,734 million book value ($3,955 million principal amount) of
publicly held debt (the "Public Debt"). The short-term debt consists primarily
of commercial paper and bank borrowings under Tenneco's current credit
facilities. The Public Debt includes an aggregate of $2,619 million, $436
million and $679 million book value ($2,625 million, $650 million and $680
million principal amount) of Public Debt issued in various series under several
different trust indentures by Tenneco, TGP and Tenneco Credit Corporation
("TCC"), respectively.
The short-term debt and the $75 million of non-public debt will be retired
with cash. In addition, Tenneco and its subsidiaries will defease or let mature
approximately $428 million of Public Debt, New Tenneco will offer to exchange
debt obligations of New Tenneco (the "New Tenneco Debt") for $1.95 billion of
aggregate principal amount of Public Debt (the "Debt Exchange Offers") and
Tenneco will offer to purchase for cash approximately $1.58 billion of
aggregate principal amount of Public Debt pursuant to a series of tender offers
(the "Debt Tender Offers"). The defeasances, Debt Tender Offers and related
extinguishments described above, as well as the retirement of existing short-
term and non-public debt, will be financed by internally generated cash,
borrowings by Tenneco under a new credit facility to be entered into by Tenneco
in connection with the Transaction (the "Tenneco Credit Facility"), the net NPS
Issuance Proceeds, the sale of certain TCC receivables and a cash dividend of
$600 million to be paid by Newport News to Tenneco or one or more of its
subsidiaries principally using borrowings under one or more credit facilities
and/or financings to be entered into by Newport News in connection with the
Transaction (the "Newport News Financings"). The balance of the funding will be
financed by a cash dividend to be paid by New Tenneco to Tenneco principally
using borrowings under a new credit facility to be entered into by New Tenneco
in connection with the Transaction (the "New Tenneco Credit Facility"). Upon
consummation of the Debt Exchange Offers, Tenneco will purchase for cash (and
subsequently extinguish) the Public Debt held by New Tenneco (which cash will
then be distributed back to Tenneco as a dividend). Upon consummation of the
Debt Tender Offers, the Public Debt acquired thereby will be extinguished.
Accordingly, after giving effect to the Debt Realignment, Tenneco will remain
responsible for all of the Tenneco Energy Consolidated Debt which remains
outstanding and any borrowings under the Tenneco Credit Facility, Newport News
will be responsible for all borrowings under the Newport News Financings and
New Tenneco will be responsible for the New Tenneco Debt and all borrowings
under the New Tenneco Credit Facility.
The Debt and Cash Allocation Agreement to be entered into among Tenneco, New
Tenneco and Newport News in connection with the Distributions (the "Debt and
Cash Allocation Agreement") contemplates that, as of the Merger Effective Time,
the Actual Energy Debt Amount be limited to the Base Debt Amount. The Base Debt
Amount will equal $2.65 billion less the NPS Issuance Proceeds, (i) plus the
sum of: (a) the amount of all cash payments made by Tenneco and its
subsidiaries during the period from June 19, 1996 to the Merger
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Effective Time (the "Merger Interim Period") in respect of gas purchase
contracts as a result or in respect of any settlement, judgment or
satisfaction of a bond in excess of the market price for gas received under
such contracts by Tenneco and its subsidiaries reduced by the amount of any
cash payments received by Tenneco and its subsidiaries from customers,
insurers or other third parties in respect of any such settlement, judgment or
satisfaction of a bond (other than ones refunded prior to the Merger Effective
Time) or with respect to any GSR costs recovered (and not refunded) on or
prior to the Merger Effective Time, (b) the amount of any purchase price paid
by Tenneco or its subsidiaries during the Merger Interim Period to acquire an
additional interest in certain existing pipeline operations, and (c) the
amount of all cash payments made by Tenneco and any of its direct and indirect
subsidiaries remaining after giving effect to the Distributions (the "Energy
Subsidiaries") during the Merger Interim Period in settlement of any
significant claim, action, suit or proceeding to the extent such matter would
be an Energy Liability (as defined) and with the consent of El Paso, which
shall not be arbitrarily withheld, reduced by the amount of any payments by or
recoveries from third parties received by Tenneco or its subsidiaries during
the Merger Interim Period relating to any such settlement, and (ii) less the
amount, calculated as of the Merger Effective Time, of any rate refunds,
including interest, which become payable to customers pursuant to the finally
approved settlement at FERC Docket RP95-112 and which have not been paid as of
the Merger Effective Time, whether such amounts are to be paid to customers or
credited against GSR costs pursuant to such settlement. The Actual Energy Debt
Amount will include the following amounts, as of the Merger Effective Time:
(i) outstanding amounts under the Tenneco Revolving Debt (plus accrued and
accreted interest and fees), (ii) the value of any remaining Public Debt,
(iii) the outstanding amount of other Tenneco Energy Consolidated Debt (plus
accrued and accreted interest and fees), (iv) the unpaid amount of Transaction
expenses incurred by Tenneco and its subsidiaries, (v) any sales and use,
gross receipt or other transfer taxes applicable to the Transaction, (vi)
certain income taxes resulting from the Transaction, (vii) the outstanding
amount of any off balance sheet indebtedness incurred after the date of the
Merger Agreement to finance the acquisition by Tenneco of an additional
interest in the pipeline operations referred to above, and (viii) unpaid
dividends on Tenneco Stock which have a record date before the Merger
Effective Time.
Pursuant to the Debt Cash Adjustment, if the post-Transaction audit
conducted by the parties determines that the Actual Energy Debt Amount as of
the Merger Effective Time exceeds the Base Debt Amount, New Tenneco will be
required to pay the excess to Tenneco in cash. Likewise, Tenneco will be
required to pay to New Tenneco in cash the amount, if any, by which such
Actual Energy Debt Amount is less than the Base Debt Amount.
The Debt Realignment is expected to create tax benefits to Tenneco of
approximately $120 million. Pursuant to the tax sharing agreement to be
entered into by Tenneco, New Tenneco, Newport News and El Paso in connection
with the Distributions, any such tax benefits will be allocated to New
Tenneco. For a description of this tax sharing arrangement, see "THE
DISTRIBUTIONS--Relationship Among Tenneco, New Tenneco and Newport News After
the Distributions."
Also in connection with the Debt Realignment, Tenneco has agreed that, (i)
the indebtedness for borrowed money of the Energy Subsidiaries as of the
Merger Effective Time (other than amounts outstanding under the Tenneco Credit
Facility) will contain only specified financial and operational covenants, and
(ii) with respect to the Public Debt for which Tenneco and the Energy
Subsidiaries will remain liable after the Merger, there shall be no extension
of maturity or average life, increase in interest rates or adverse change in
defeasance or redemption provisions.
As part of the Debt Tender Offers and the Debt Exchange Offers, Tenneco or
New Tenneco (on behalf of Tenneco), as the case may be, will solicit the
consent of the holders of certain of the Public Debt to make various
amendments to the indentures of Tenneco, TGP and TCC governing such Public
Debt. The approval of a majority in aggregate principal amount of all series
of Public Debt of Tenneco taken together as a single class is necessary to
amend the indenture under which Public Debt was issued by Tenneco. The
approval of 66 2/3% in aggregate principal amount of the series of Public Debt
of TGP that is subject to a Debt Tender Offer is necessary to amend the
indenture under which such Public Debt was issued. The approval of 66 2/3% in
aggregate principal
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amount of all series of the senior TCC Public Debt that are subject to the Debt
Tender Offers, taken together, and all series of the subordinated TCC Public
Debt that are subject to the Debt Tender Offers, taken together, are necessary
to amend the indentures under which such Public Debt was issued.
The obligation of Tenneco to consummate the Debt Tender Offers and the
obligation of New Tenneco to consummate the Debt Exchange Offers, are
conditioned upon sufficient Public Debt being tendered and/or exchanged such
that the necessary amendments to the relevant indentures have been approved and
such tenders have not been withdrawn (which condition may be waived). If the
conditions to the Debt Tender Offers and the Debt Exchange Offers are
satisfied, the Debt Tender Offers and the Debt Exchange Offers will be
consummated immediately prior to the Distributions . Completion of the Debt
Realignment is a condition to the obligation of Tenneco and El Paso to
consummate the Merger and failure to consummate the Debt Realignment could
result in Tenneco's abandonment of the Transaction or El Paso's abandonment of
the Merger.
The offering of the New Tenneco Debt in the Debt Exchange Offers will be made
by means of a separate prospectus that constitutes a part of New Tenneco's
Registration Statement on Form S-4 (File No. ), which has been filed with
the SEC. The Debt Tender Offers will be made only by means of an offer to
purchase made by Tenneco.
CAPITAL EXPENDITURE ADJUSTMENT
Also as part of the Debt Realignment, Tenneco has agreed to make certain
minimum capital expenditures with respect to the Energy Business pending
consummation of the Transaction. If the actual amount of such capital
expenditures exceeds the required amount, after consummation of the Transaction
Tenneco will be required to pay the excess to New Tenneco in cash. Likewise,
New Tenneco will be required to pay to Tenneco in cash the amount, if any, by
which such actual capital expenditures are less than the required amount. The
required amount of Energy Business capital expenditures is equal to
$333,200,000 for 1996, plus $27,750,000 per month for each month (or pro rata
portion) from January 1, 1997 to the Merger Effective Time.
CASH REALIGNMENT
Pursuant to the Cash Realignment, as of the Merger Effective Time Tenneco
will be allocated $25.0 million of cash and cash equivalents, Newport News will
be allocated $5.0 million of cash and cash equivalents and New Tenneco will be
allocated all remaining cash and cash equivalents on hand. Following the post-
Transaction audit described above, New Tenneco will be required to pay to
Tenneco or Newport News, as the case may be, the amount of any shortfall as of
the Merger Effective Time from the above-reflected allocation. Likewise,
Tenneco and Newport News will each be required to pay to New Tenneco any excess
cash and cash equivalents as of the Merger Effective Time determined pursuant
to such audit.
CORPORATE RESTRUCTURING TRANSACTIONS
Pursuant to the Distribution Agreement, prior to consummation of the
Distributions, Tenneco will effect the Corporate Restructuring Transactions
through a series of intercompany transfers and distributions. Upon completion
of the Corporate Restructuring Transactions, Tenneco's existing businesses and
assets will be restructured, divided and separated so that, upon consummation
of the Distributions, the assets, liabilities and operations of (i) the
Industrial Business will be owned and operated, directly and indirectly, by New
Tenneco, and (ii) the Shipbuilding Business will be owned and operated,
directly and indirectly, by Newport News. As a result of the Corporate
Restructuring Transactions, upon consummation of the Distributions the
remaining assets, liabilities and operations of Tenneco and its remaining
subsidiaries will consist solely of those related to the Energy Business, which
includes liabilities and limited assets relating to discontinued Tenneco
operations not related to the Industrial Business or the Shipbuilding
Businesses.
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The assets which will be owned by New Tenneco upon consummation of the
Corporate Restructuring Transactions (the "Industrial Assets") are generally
those related to the past and current conduct of the Industrial Business, as
reflected on the New Tenneco June 30, 1996 pro forma balance sheet attached as
an exhibit to the Distribution Agreement and included elsewhere herein (plus
any subsequently acquired asset which is of a nature or type that would have
resulted in such asset being included thereon had it been acquired prior to the
date thereof), plus all rights expressly allocated to New Tenneco and its
subsidiaries under the Distribution Agreement or any Ancillary Agreement. As
part of the Corporate Restructuring Transactions, New Tenneco will acquire
various corporate assets of Tenneco such as the "Tenneco" trademark and
associated rights, other intellectual property and certain office space and
related equipment. The assets which will be owned by Newport News (the
"Shipbuilding Assets") upon consummation of the Corporate Restructuring
Transactions are generally those related to the past and current conduct of the
Shipbuilding Business, as reflected on the Newport News June 30, 1996 pro forma
balance sheet attached as an exhibit to the Distribution Agreement and included
elsewhere herein (plus any subsequently acquired asset which is of a nature or
type that would have resulted in such asset being included thereon had it been
acquired prior to the date thereof), plus all rights expressly allocated to
Newport News and its subsidiaries under the Distribution Agreement or any
Ancillary Agreement. See the New Tenneco Information Statement and the Newport
News Information Statement for a description of the assets to be owned by New
Tenneco and Newport News following consummation of the Transaction. The
remaining assets of Tenneco (the "Energy Assets") will continue to be owned and
operated by Tenneco following the Transaction. See "INFORMATION CONCERNING THE
ENERGY BUSINESS TO BE MERGED."
The liabilities to be retained or assumed by New Tenneco pursuant to the
Distribution Agreement (the "Industrial Liabilities") generally include (i)
those liabilities related to the Industrial Assets and the current and past
conduct of the Industrial Business, including liabilities reflected on the New
Tenneco June 30, 1996 pro forma balance sheet which remain outstanding as of
the Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), and (ii) those liabilities expressly allocated to New Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement.
The liabilities to be retained or assumed by Newport News pursuant to the
Distribution Agreement (the "Shipbuilding Liabilities") generally include (i)
those liabilities related to the Shipbuilding Assets and the current and past
conduct of the Shipbuilding Business, including liabilities reflected on the
aforementioned Newport News June 30, 1996 pro forma balance sheet which remain
outstanding as of the Distribution Date (plus subsequently incurred or accrued
liabilities determined on a basis consistent with the determination of
liabilities thereon), and (ii) those liabilities expressly allocated to Newport
News or its subsidiaries under the Distribution Agreement or any Ancillary
Agreement.
The liabilities to be retained or assumed by Tenneco pursuant to the
Distribution Agreement (the "Energy Liabilities") generally include (i) those
liabilities related to the Energy Assets and the current and past conduct of
the Energy Business, including liabilities reflected on the Energy Business
June 30, 1996 pro forma balance sheet attached as an exhibit to the
Distribution Agreement and included elsewhere herein which remain outstanding
as of the Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), (ii) those liabilities expressly allocated to Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement, and
(iii) all other liabilities of Tenneco or any of the Energy Subsidiaries which
do not constitute Industrial Liabilities or Shipbuilding Liabilities.
It is expected that a substantial number of the Corporate Restructuring
Transactions will be consummated prior to the date of the Tenneco Special
Meeting. Tenneco does not presently intend to unwind any such transactions if
the Transaction is not approved at the Tenneco Special Meeting.
For a description of certain liabilities that will be expressly allocated
among Tenneco, New Tenneco and Newport News by the Distribution Agreement and
Ancillary Agreements, including liabilities for the Tenneco Energy Consolidated
Debt, taxes and certain employee benefits, see "DEBT AND CASH REALIGNMENT,"
"THE DISTRIBUTIONS--Certain Other Pre-Distribution Transactions" and "THE
DISTRIBUTIONS--Relationship Among Tenneco, New Tenneco and Newport News After
the Distributions."
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THE DISTRIBUTIONS
MANNER OF DISTRIBUTION
Pursuant to the Distribution Agreement, the Tenneco Board of Directors will
declare the special distribution to effect the Distributions and will set the
Distribution Record Date and Distribution Date (which should be immediately
prior to the Merger Effective Time). Subject to the conditions summarized
below, on the Distribution Date Tenneco will distribute pro rata to all
holders of record of Tenneco Common Stock as of the Distribution Record Date,
(i) one share of New Tenneco Common Stock for every share of Tenneco Common
Stock so held, and (ii) one share of Newport News Common Stock for every five
shares of Tenneco Common Stock so held. Pursuant to the Distribution
Agreement, as soon as practicable on or after the Distribution Date, Tenneco
will deliver to First Chicago Trust Company of New York (the "Distribution
Agent"), as distribution agent for holders of Tenneco Common Stock as of the
Distribution Record Date, certificates representing such shares of New Tenneco
Common Stock and Newport News Common Stock as are required for the
Distributions.
The Boards of Directors of New Tenneco and Newport News will each adopt a
stockholder rights plan and cause to be issued, with each share of New Tenneco
Common Stock and Newport News Common Stock to be distributed in the
Distributions, one right, entitling the holder thereof to purchase, under
certain circumstances, one one-hundredth of a share of a junior series of New
Tenneco preferred stock or Newport News preferred stock, as the case may be
(which rights will expire on June 10, 1998 (unless extended with stockholder
approval), the same date the rights under Tenneco's existing stockholder
rights plan would have expired if such plan were not being terminated in
connection with the Transaction). Unless the context otherwise requires,
references herein to New Tenneco Common Stock and Newport News Common Stock
include the associated rights.
Beneficial holders of Tenneco Common Stock who would be entitled to receive
fractional shares of Newport News Common Stock will receive cash in the
Distributions, in lieu of such fractional shares (because the New Tenneco
Common Stock is being distributed on the basis of one share for each share of
Tenneco Common Stock, no fractional interests will arise). To accomplish this,
the Distribution Agreement requires that the Distribution Agent determine the
number of whole and fractional shares of Newport News Common Stock to which
each beneficial holder of Tenneco Common Stock as of the Distribution Record
Date is entitled immediately following the Distributions. Next, the
Distribution Agent will aggregate these fractional share interests and sell
them on the open market at then-prevailing prices. The Distribution Agent will
distribute to each Tenneco Stockholder its ratable share of such proceeds
after deducting appropriate amounts for federal income tax withholding
purposes and any applicable transfer taxes. All brokers' fees and commissions
incurred in connection with such sales shall be paid by Tenneco.
If any shares of New Tenneco Common Stock or Newport News Common Stock are
returned to the Distribution Agent as unclaimed or cannot be distributed by
the Distribution Agent, any post-Distribution dividends or distributions
thereon will be paid to the Distribution Agent (or set aside and retained by
the applicable company). On the 180th day following the Distribution Date, the
Distribution Agent will return to Tenneco all unclaimed shares of New Tenneco
Common Stock and Newport News Common Stock, cash in lieu of fractional shares
and dividends or other distributions with respect thereto. Thereafter, holders
of Tenneco Common Stock as of the Distribution Record Date will be entitled to
look only to Tenneco for such amounts to which they are entitled, subject to
applicable escheat or other abandoned property laws.
NO HOLDER OF TENNECO COMMON STOCK WILL BE REQUIRED TO PAY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF NEW TENNECO COMMON STOCK AND NEWPORT NEWS
COMMON STOCK (OR THE CASH IN LIEU OF FRACTIONAL SHARES) TO BE RECEIVED IN THE
DISTRIBUTIONS, OR TO SURRENDER OR EXCHANGE SHARES OF TENNECO COMMON STOCK IN
ORDER TO RECEIVE EITHER NEW TENNECO COMMON STOCK OR NEWPORT NEWS COMMON STOCK
(OR THE CASH IN LIEU OF FRACTIONAL SHARES).
CERTAIN OTHER PRE-DISTRIBUTION TRANSACTIONS
Settlement of Intercompany Accounts. Pursuant to the Distribution Agreement,
all intercompany receivables, payables and loans (unless specifically provided
for in any Ancillary Agreement) between entities
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which will be the members of separate business groups following consummation
of the Distributions must be settled, capitalized or converted into ordinary
trade accounts as of the close of business on the Distribution Date. Further,
all intercompany agreements between members of different business groups
(other than those contemplated by the Transaction) will be terminated.
Certain Consent Requirements. Pursuant to the Distribution Agreement, each
party has agreed to use its best efforts to obtain any third-party consents or
approvals that are required to consummate the transactions contemplated
thereby. Consent of the holders of certain of the Tenneco Energy Consolidated
Debt will be sought in connection with the Distributions. See "DEBT AND CASH
REALIGNMENT." Tenneco presently believes that it will be able to obtain in a
timely manner all required third-party consents with respect to its material
contractual obligations in connection with the Distributions.
Other. The Distribution Agreement also requires that a variety of other
actions be taken by Tenneco and/or its subsidiaries prior to consummation of
the Distributions including, without limitation, (i) certain corporate
organizational actions with respect to New Tenneco and Newport News, (ii) the
transfer and assignment of certain licenses and permits among Tenneco and its
subsidiaries after giving effect to the Transaction (the "Energy Group"), New
Tenneco and its subsidiaries after giving effect to the Transaction (the
"Industrial Group") and Newport News and its subsidiaries after giving effect
to the Transaction (the "Shipbuilding Group"), (iii) assignment and assumption
of agreements that relate exclusively to the Energy Business, Industrial
Business or Shipbuilding Business to the Energy Group, Industrial Group or
Shipbuilding Group, as appropriate (with joint agreements to be assigned and
assumed in part), and (iv) the preparation and filing of NYSE listing
applications and necessary federal and state securities laws filings.
RELATIONSHIP AMONG TENNECO, NEW TENNECO AND NEWPORT NEWS AFTER THE
DISTRIBUTIONS
Tenneco, New Tenneco and Newport News have entered into the Distribution
Agreement, which governs certain aspects of their relationships both prior to
and following the Distributions. See "--Certain Other Pre-Distribution
Transactions." In addition, prior to the Distributions, Tenneco, New Tenneco
and/or Newport News (and their appropriate subsidiaries) will enter into the
Ancillary Agreements which are intended to further effect the disaffiliation
of the Energy Business, Industrial Business and Shipbuilding Business and to
govern certain additional aspects of their ongoing relationships.
Terms of the Distribution Agreement. In addition to providing for the terms
of the Distributions and the various actions to be taken prior to the
Distributions, the Distribution Agreement contains other agreements governing
the relationship among Tenneco, New Tenneco and Newport News prior to and
following the Distributions.
The Distribution Agreement provides that, from and after the Distribution
Date, (i) Tenneco shall (and shall cause the other members of the Energy Group
to) assume, pay, perform and discharge all Energy Liabilities in accordance
with their terms, (ii) New Tenneco shall (and shall cause the other members of
the Industrial Group to) assume, pay, perform and discharge all Industrial
Liabilities in accordance with their terms, and (iii) Newport News shall (and
shall cause the other members of the Shipbuilding Group to) assume, pay,
perform and discharge all Shipbuilding Liabilities in accordance with their
terms.
In addition, the Distribution Agreement provides for cross-indemnities that
require (i) Tenneco to indemnify New Tenneco and Newport News (and their
respective subsidiaries and certain other related parties) against all losses
arising out of or in connection with the Energy Liabilities or the breach of
the Distribution Agreement or any Ancillary Agreement by Tenneco, (ii) New
Tenneco to indemnify Tenneco and Newport News (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Industrial Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by New Tenneco, and (iii)
Newport News to indemnify Tenneco and New Tenneco (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Shipbuilding Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by Newport News.
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Pursuant to the Distribution Agreement, each of the parties has agreed to
use all reasonable efforts to take or cause to be taken all action, and do or
cause to be done all things, reasonably necessary, proper or advisable to
consummate the transactions contemplated by and carry out the purposes of the
Distribution Agreement. As such, the Distribution Agreement provides that if
any contemplated pre-Transaction transfers and assignments have not been
effected on or prior to the Distribution Date, the parties will cooperate to
effect such transfers as quickly thereafter as practicable. The entity
retaining any asset or liability which should have been transferred prior to
the Distribution Date will continue to hold that asset for the benefit of the
party entitled thereto or that liability for the account of the party required
to assume it, and must take such other action as may be reasonably requested
by the party to whom such asset was to be transferred or by whom such
liability was to be assumed in order to place such party, insofar as
reasonably possible, in the same position as would have existed had such asset
or liability been transferred or assumed as contemplated by the Distribution
Agreement.
The Distribution Agreement provides for the transfer of books and records
among Tenneco, New Tenneco and Newport News and their respective subsidiaries
and grants to each party access to certain information in the possession of
the others (subject to certain confidentiality requirements). In addition, the
Distribution Agreement provides for the allocation of shared privileges with
respect to certain information and requires each party to obtain the consent
of the others prior to waiving any shared privilege.
Terms of the Ancillary Agreements. Below are descriptions of the principal
Ancillary Agreements to be entered into by Tenneco, New Tenneco and/or Newport
News (and, in certain circumstances, their appropriate subsidiaries) prior to
consummation of the Distributions.
Benefits Agreement
The Benefits Agreement to be entered into by and among Tenneco, New Tenneco
and Newport News (the "Benefits Agreement") will define certain labor,
employment, compensation and benefit matters in connection with the
Distributions and the transactions contemplated thereby. Pursuant to the
Benefits Agreement, from and after the Distribution Date each of Tenneco, New
Tenneco and Newport News will continue employment of each of their respective
retained employees (subject to their rights to terminate said employees) with
the same compensation as prior to the Distribution Date, continue to honor
all related existing collective bargaining agreements, recognize related
incumbent labor organizations and continue sponsorship of hourly employee
benefit plans. New Tenneco will become the sole sponsor of the Tenneco Inc.
Retirement Plan (the "TRP") and of the Tenneco Inc. Thrift Plan (the "Tenneco
Thrift Plan") from and after the Distribution Date, and Tenneco and Newport
News will establish defined contribution plans for the benefit of each of
their respective employees to which the account balances of retained and
former employees of Tenneco and Newport News in the Tenneco Thrift Plan will
be transferred. The benefits accrued by Tenneco and Newport News employees in
the TRP will be frozen as of the last day of the calendar month including the
Distribution Date, and New Tenneco will amend the TRP to provide that all
benefits accrued through that day by Tenneco and Newport News employees are
fully vested and non-forfeitable. Tenneco will retain and assume employment
contracts with certain individuals. All liabilities under the Tenneco Inc.
Benefit Equalization Plan and the Supplemental Executive Retirement Plan will
be assumed by New Tenneco pursuant to the Benefits Agreement; however, New
Tenneco is entitled to reimbursement for certain payments thereunder from
Tenneco and Newport News. Generally, each of Tenneco, New Tenneco and Newport
News will retain liabilities with respect to the welfare benefits of its
current and former employees and their dependents, but Tenneco will assume
all liabilities for retiree medical benefits of the employees of discontinued
operations and their dependents. In addition, as of the Distribution Date,
participation by retained and former employees of Tenneco and Newport News in
the Tenneco Inc. Deferred Compensation Plan and the 1993 Deferred
Compensation Plan will be discontinued. For a discussion of how Tenneco stock
options, restricted stock and performance share equivalent unit awards will
be treated as of the Merger Effective Time, see "THE TRANSACTION--Interests
of Certain Persons in the Transaction."
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Debt and Cash Allocation Agreement
The Debt and Cash Allocation Agreement will govern the allocation among the
parties of the cash and cash equivalents of Tenneco and its consolidated
subsidiaries on hand as of the Merger Effective Time and responsibility for
certain capital expenditures related to the Energy Business, as described
above under "DEBT AND CASH REALIGNMENT." The Debt and Cash Allocation
Agreement will also (i) require Newport News to make a $600 million dividend
to Tenneco or one of its subsidiaries to be used in connection with the Debt
Realignment, (ii) govern certain terms of the Tenneco Revolving Debt, (iii)
govern the conduct of the post-Transaction audit to be undertaken to
ascertain the Actual Energy Debt Amount and the amount of cash and cash
equivalents held by each of Tenneco, New Tenneco and Newport News upon
consummation of the Transaction, and (iv) require New Tenneco to pay in cash
to Tenneco the amount, if any, by which the Actual Energy Debt Amount exceeds
the Base Debt Amount (and require Tenneco to pay in cash to New Tenneco the
amount, if any, by which the Actual Energy Debt Amount is less than the Base
Debt Amount). See "DEBT AND CASH REALIGNMENT."
Insurance Agreement
Tenneco has historically maintained at the parent-company level various
insurance policies for the benefit or protection of itself and its
subsidiaries. The Insurance Agreement to be entered into among Tenneco,
Newport News and New Tenneco (the "Insurance Agreement") in connection with
the Distributions will provide for the respective continuing rights and
obligations from and after the Distribution Date of the parties with respect
to these insurance policies (other than directors' and officers' liability
insurance policies, which are addressed by the Merger Agreement). See "THE
MERGER--Certain Covenants."
In general, following consummation of the Transaction policies which relate
exclusively to the Energy Business or a member of the Energy Group will be
retained by Tenneco, policies which relate exclusively to the Industrial
Business or a member of the Industrial Group will be retained by New Tenneco
and policies which relate exclusively to the Shipbuilding Business or a
member of the Shipbuilding Group will be retained by Newport News.
Pursuant to the Insurance Agreement, any non-exclusive Tenneco policies
which are in effect as of the Distribution Date (other than those which are
cost plus, fronting, high deductible or retrospective premium programs, as
described below) will either be transferred into the name of New Tenneco or
cancelled, at New Tenneco's option. In general, "go-forward" coverage under
these policies for the Energy Group and Shipbuilding Group (and certain
related persons) will be terminated as follows: (i) coverage under "claims-
made" policies (i.e., those policies which provide coverage for claims made
during a specified period) will be terminated on the Distribution Date for
any claims not made prior thereto, and (ii) coverage under "occurrence-based"
policies (i.e., those policies which provide coverage for acts or omissions
occurring during a specified period) will be terminated on the Distribution
Date for acts or omissions occurring thereafter. However, the Energy Group,
Industrial Group and Shipbuilding Group (and certain related persons) will
all continue to have access to these policies ("go-backward" coverage) for
claims made prior to the Distribution Date, in the case of claims-made
policies, and for acts or omissions which occurred prior to the Distribution
Date, in the case of occurrence-based policies (subject to certain
obligations to replace exhausted policy limits). Each respective group will
be liable for and get the benefit of premiums, costs and charges under these
policies that relate to its coverage thereunder.
Pursuant to the Insurance Agreement, policies which are cost plus,
fronting, high deductible or retrospective premium programs will be retained
by the Energy Group following the Distributions and shall provide no go-
forward coverage to the Industrial Group or Shipbuilding Group. However, go-
backward coverage will continue to be available to these groups, subject to
an obligation to reimburse Tenneco for premiums, costs and charges under
these policies related to their respective coverages following the
Distributions. Following the Distributions, Tenneco will be required to
maintain in place certain letters of credit and surety bonds securing
obligations under these policies.
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Tax Sharing Agreement
The Tax Sharing Agreement to be entered into among Tenneco, Newport News,
New Tenneco and El Paso (the "Tax Sharing Agreement") will provide for the
allocation among the parties of tax liabilities arising prior to, as a result
of, and subsequent to the Distributions. As a general rule, Tenneco will be
liable for all taxes not specifically allocated to New Tenneco or Newport
News under the specific terms of the Tax Sharing Agreement. Generally, New
Tenneco will be liable for taxes imposed exclusively on the Industrial Group,
and Newport News will be liable for taxes imposed exclusively on the
Shipbuilding Group (including for pre-Distribution periods, taxes imposed on
Newport News). Federal income taxes imposed on the combined activities of
Tenneco, the Industrial Group, and the Shipbuilding Group will be allocated
among the business groups according to their respective shares of
consolidated taxable income, except that (i) tax benefits attributable to the
Debt Realignment ("Debt Discharge Items"), presently anticipated to total
approximately $120 million, will be specifically allocated to the Industrial
Group, and (ii) tax benefits attributable to certain items included in the
Base Debt Amount ("Base Debt Amount Adjustment Items") will be specifically
allocated to Tenneco. In the case of state income taxes imposed on the
combined activities of the business groups, Tenneco will be responsible for
payment of the combined tax to the state tax authority, and New Tenneco and
Newport News will pay Tenneco a deemed tax equal to the tax that would be
imposed if the Industrial Group and the Shipbuilding Group had filed combined
returns for their respective groups, except that Debt Discharge Items and
Base Debt Amount Adjustment Items will be specifically allocated to New
Tenneco and Tenneco, respectively.
In general, and except as provided below, Tenneco will be responsible for
any taxes imposed on or resulting from the Transaction ("Transaction Taxes").
New Tenneco will be responsible for any Transaction Taxes resulting from any
inaccuracy in factual statements or representations in connection with the
IRS Ruling Letter or the Tax Opinion to the extent attributable to facts in
existence prior to the Merger, but excluding facts relating to the
Shipbuilding Group or El Paso. Newport News and El Paso will each be
responsible for the accuracy of any factual statements or representations
relating to them or their respective affiliates. Each of New Tenneco, Newport
News, and El Paso will be responsible for any Transaction Tax to the extent
such tax is attributable to action taken by that entity which is inconsistent
with tax treatment contemplated in the IRS Ruling Letter or Tax Opinion.
Certain Transaction Taxes (i.e., transfer taxes, and federal and state income
taxes imposed on those Corporate Restructuring Transactions which are known
to be taxable) are included in the determination of the Actual Energy Debt
Amount and consequently may be economically borne by New Tenneco (because New
Tenneco must pay to Tenneco in cash the amount, if any, by which the Actual
Energy Debt Amount exceeds the Base Debt Amount). If between the date of the
Merger Agreement and the Merger Effective Time, there is a change in law (as
defined in the Tax Sharing Agreement) and as a result of such change in law
Tenneco is required to restore certain deferred gains to income, then any
resulting tax shall be shared equally between New Tenneco and Tenneco.
Transition Services Agreement
Tenneco Business Services Inc. ("TBS") currently provides certain
administrative services to Tenneco, including mainframe computing services,
backup, recovery and related operations, consulting services and payroll
services. Under the Transition Services Agreement entered into among Tenneco,
TBS and El Paso (the "Transition Services Agreement"), at the request of El
Paso at least 45 days prior to the Merger Effective Time TBS (which will,
following the Distributions, be a subsidiary of New Tenneco) will continue to
provide the services specified in El Paso's request for a period of 12 months
from the Merger Effective Time at a price to be negotiated among the parties
and based on the market rate for comparable services. If elected, any or all
of the services may be terminated by Tenneco on 45 days notice to TBS.
TBS Services Agreements
TBS will enter into a series of separate services agreements (the "Service
Agreements"), as described below, with Newport News and New Tenneco (and its
subsidiaries other than TBS), which, together, will
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constitute the "TBS Services Agreement" which is to be delivered as an
"Ancillary Agreement" under the Distribution Agreement.
One of the Service Agreements between TBS and Newport News will be for
mainframe data processing services (the "NNS Processing Services Agreement").
Under the NNS Processing Services Agreement, TBS will supply, as a vendor,
mainframe data processing services to Newport News for a period from the
Merger Effective Time through December 31, 1998, and thereafter only by
mutual agreement. The rate of compensation to TBS for services will be $9.1
million in 1997 and $9.6 million in 1998, payable in monthly installments,
subject to adjustment if Newport News requests a change in the scope of
services. TBS will lease the space currently used by it at the Newport News
headquarters for the period from the Merger Effective Time through December
31, 1998, with TBS' option to extend for one month periods for up to 12
months, for continued use by TBS as its mainframe data processing facility.
The rent under such lease will be approximately $1.2 million per year plus
pass throughs of certain occupancy-related costs.
TBS has also entered into a supplier participation agreement (the "NNS
Supplier Participation Agreement") with Newport News to govern the procedures
under which Newport News will continue to participate with New Tenneco in
vendor purchase agreements between TBS and various suppliers of goods and
services. The NNS Supplier Participation Agreement will provide for continued
participation of Newport News in various purchase programs, absent a
termination for cause, for the full existing terms of the agreements with
each such vendor. Under this Agreement, as is the case currently, purchases
of goods and services will be made directly by Newport News at prices
negotiated by TBS which are applicable to all participating purchasers. TBS
will charge Newport News a fixed fee of $5,000 per month for TBS contract
administration services including data collection, negotiations, progress
reporting, benefits reporting, follow-up and consulting in connection with
the vendor agreements.
Additionally, as described above, a separate Service Agreement may also be
entered into with Tenneco for transition services to be supplied by TBS to
Tenneco and its subsidiaries. The services covered and the compensation for
such services would depend on the services elected by Tenneco, and the
negotiation among the parties, pursuant to the Transition Services Agreement.
Trademark Transition License Agreements
Upon consummation of the Corporate Restructuring Transactions, New Tenneco
will hold the rights to various trademarks, servicemarks, tradenames and
similar intellectual property, including rights in the marks "Tenneco" "Ten"
and "Tenn" (but not "Tennessee"), alone and in combination with other terms
and/or symbols and variations thereof (collectively, the "Trademarks"), in
the United States and elsewhere throughout the world. In connection with the
Distributions, Trademark Transition License Agreements will be entered into
as of the Distribution Date between both (i) New Tenneco and Tenneco, and
(ii) New Tenneco and Newport News. Pursuant to these agreements, New Tenneco
will grant to each of Tenneco and Newport News a limited, non-exclusive,
royalty-free license to use the Trademarks, with respect to specified goods
and services as follows: (a) Tenneco and Newport News will be permitted to
use the Trademarks in their corporate names for 30 days after the date of the
agreements (and, pursuant to the Distribution Agreement, each have agreed to
remove the Trademarks from such corporate names within 30 days after the
Distribution Date), (b) Tenneco and Newport News will be permitted to use
their existing supplies and documents which have the Trademarks imprinted on
them for six months after the date of the agreements, and (c) Tenneco and
Newport News will be permitted to use the Trademarks on existing signs,
displays or other identifications for a period of two years (in the case of
Tenneco) and one year (in the case of Newport News) after the date of the
agreements. However, so long as Tenneco or Newport News continues to use the
Trademarks, it must maintain certain quality standards prescribed by New
Tenneco in the conduct of business operations in which the Trademarks are
used. In addition, under these agreements each of Tenneco and Newport News
will agree to indemnify New Tenneco from any claims that arise as a result of
its use of the Trademarks or any breach of its agreement and neither Tenneco
nor Newport News may adopt or use at any time a word or mark likely to
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be similar to or confused with the Trademarks. Each Trademark Transition
License Agreement shall be immediately terminable by New Tenneco upon a
material breach of the agreement by Tenneco or Newport News, as the case may
be.
Directors. After the Distribution Date, there will be one director of New
Tenneco who also serves on the Board of Directors of Newport News.
CONDITIONS TO CONSUMMATION OF THE DISTRIBUTIONS
The Distributions are conditioned on, among other things, approval of the
Distributions by the holders of Tenneco Stock at the Tenneco Special Meeting
and by the holders of Tenneco Junior Preferred Stock, if issued prior to the
effectiveness of the Charter Amendment, and formal declaration of the
Distributions by the Tenneco Board of Directors. Other conditions to the
Distributions include (i) execution and delivery of certain of the Ancillary
Agreements and consummation of the various pre-Distribution transactions (such
as the Corporate Restructuring Transactions and the Debt Realignment), (ii)
receipt of the IRS Ruling Letter to the effect that for federal income tax
purposes the Distributions will be tax-free to Tenneco and its stockholders
under Section 355 of the Code and that certain internal spin-off transactions
involving Tenneco or its subsidiaries to be effected pursuant to the Corporate
Restructuring Transactions will also be tax-free, (iii) approval for listing
on the NYSE of the New Tenneco Common Stock and Newport News Common Stock,
(iv) registration of the New Tenneco Common Stock and Newport News Common
Stock under the Exchange Act, (v) receipt of all material consents to the
Corporate Restructuring Transactions, the Distributions and transactions
contemplated in the Distribution Agreement, (vi) performance of the various
covenants required to be performed prior to the Distribution Date (see "--
Certain Other Pre-Distribution Transactions" and "--Relationship Among
Tenneco, New Tenneco and Newport News After the Distributions"), and (vii)
lack of prohibition of the Distributions by any law or governmental authority.
Even if all the conditions to the Distributions are satisfied, Tenneco has
reserved the right to, under certain circumstances, amend or terminate the
Distribution Agreement and the transactions contemplated thereby. 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 Distributions. See "--Amendment or Termination of the Distributions."
Although the foregoing conditions may be waived by Tenneco to the extent
permitted by law, the Board of Directors of Tenneco presently has no intention
to proceed with the Distributions unless each of these conditions is
satisfied.
AMENDMENT OR TERMINATION OF THE DISTRIBUTIONS
Prior to the Distributions, the Distribution Agreement may be terminated and
the Distributions may be amended, modified or abandoned by Tenneco without the
approval of its stockholders or New Tenneco or Newport News, subject to the
consent of El Paso as described below. Any amendment or modification prior to
the termination of the Merger Agreement or consummation of the Merger which
adversely affects the Energy Business (other than to a de minimis extent) or
materially delays or prevents the consummation of the Merger can be
effectuated only with prior consent of El Paso. Termination of the
Distribution Agreement prior to the termination of the Merger Agreement or
consummation of the Merger can be effectuated only with the prior written
consent of El Paso.
After consummation of the Distributions, the Distribution Agreement may be
amended or terminated only by a written agreement signed by Tenneco, New
Tenneco and Newport News. Certain amendments or terminations after the
Distributions also require the consent of third-party beneficiaries to the
extent that the Distribution Agreement has expressly guaranteed them such
rights.
TRADING OF NEW TENNECO COMMON STOCK AND NEWPORT NEWS COMMON STOCK
See "RISK FACTORS--Risks Relating to the Transaction--No Current Market for
New Tenneco Common Stock and Newport News Common Stock" and "RISK FACTORS--
Risks Relating to the Transaction
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- --Uncertainty Regarding Trading Prices of and Markets for Stock Following the
Transaction" for a discussion of certain considerations relating to the market
for and trading prices of New Tenneco Common Stock and Newport News Common
Stock following the Distributions.
Shares of New Tenneco Common Stock and Newport News Common Stock received by
stockholders of Tenneco pursuant to the Distributions will be freely
transferable, except for shares received by persons who may be deemed to be
"affiliates" of either New Tenneco or Newport News under the Securities Act.
Persons who are affiliates of either New Tenneco or Newport News will be
permitted to sell their shares of New Tenneco Common Stock or Newport News
Common Stock, respectively, only pursuant to an effective registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act. There would not, however, be any 90-day
waiting period before sales could be made by affiliates pursuant to Rule 144
under the Securities Act, as long as the other provisions of Rule 144 are met.
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THE MERGER
CLOSING OF THE MERGER
On June 19, 1996 the respective boards of directors of El Paso, El Paso
Subsidiary and Tenneco each approved, and El Paso, El Paso Subsidiary and
Tenneco each executed and delivered, the Merger Agreement, a copy of which is
appended hereto as Appendix B and is incorporated herein by reference. The
Merger Agreement provides that, at the Merger Effective Time, El Paso
Subsidiary will be merged with and into Tenneco, with Tenneco continuing as
the surviving corporation of the Merger and as a subsidiary of El Paso, and
the separate existence of El Paso Subsidiary will cease.
Pursuant to the provisions of the Merger Agreement (unless the parties
otherwise agree), as soon as practicable (and in any event within two business
days) after the satisfaction or waiver of certain conditions summarized
herein, the closing of the transactions contemplated by the Merger Agreement
will take place (the "Closing") and a Certificate of Merger will be prepared,
executed and acknowledged and thereafter delivered to the Secretary of State
of Delaware for filing pursuant to the DGCL. The Merger shall become effective
at the Merger Effective Time, which shall be the time of the filing of the
Certificate of Merger with the Secretary of State of Delaware (or such later
date or time set forth therein). As used herein, the term "Closing Date"
refers to the date on which the Closing occurs.
Where an event or series of events occurs during the period of 20
consecutive trading days ended on the trading day that is two trading days
prior to the Merger Effective Time (the "Average Period") or the 20 business
days prior thereto which could reasonably be expected to have a temporary
effect on the price of El Paso Common Stock which would cause the Average El
Paso Common Price to be outside the Collar then Tenneco (if the Average El
Paso Common Price would be greater than the Maximum El Paso Price of $38.3625)
or El Paso (if the Average El Paso Common Price would be less than the Minimum
El Paso Price of $31.3875) has the right to delay or restart the commencement
of the Average Period (and thereby delay the Merger) until such temporary
effect has ended. In no event, however, may the Closing be delayed by more
than 15 days or beyond the Termination Date.
CONVERSION OF SHARES
AS DESCRIBED BELOW, THE ACTUAL NUMBER AND VALUE OF SHARES OF EL PASO COMMON
STOCK AND EL PASO PREFERRED DEPOSITARY SHARES (IF ISSUED BECAUSE THE STOCK
ISSUANCE IS NOT APPROVED) TO BE ISSUED TO TENNECO STOCKHOLDERS IN THE MERGER
WILL DEPEND ON THE AVERAGE EL PASO COMMON PRICE, WHICH WILL NOT BE KNOWN AT
THE TIME OF THE TENNECO SPECIAL MEETING. IN ADDITION, WHETHER HOLDERS OF
TENNECO COMMON STOCK RECEIVE EL PASO COMMON STOCK OR AN COMBINATION OF EL PASO
COMMON STOCK AND EL PASO PREFERRED DEPOSITARY SHARES IN THE MERGER DEPENDS
ON THE OUTCOME OF THE VOTE BY EL PASO STOCKHOLDERS ON THE STOCK ISSUANCE,
WHICH [IS EXPECTED TO] BE KNOWN AT THE TIME OF THE TENNECO SPECIAL MEETING BUT
WILL LIKELY NOT BE KNOWN BEFORE STOCKHOLDERS SUBMIT THEIR PROXIES IN RESPONSE
HERETO.
If the Stock Issuance is approved by El Paso's stockholders, then pursuant
to the Merger Agreement, by virtue of the Merger and without any action on the
part of the holder of any shares of capital stock at the Merger Effective
Time:
(1) each share of $4.50 Preferred Stock issued and outstanding
immediately prior to the Merger Effective Time (other than shares owned
directly or indirectly by Tenneco, El Paso or their respective wholly owned
subsidiaries and shares held by stockholders who perfect their appraisal
rights) shall be converted into the right to receive that number of fully
paid and nonassessable shares of El Paso Common Stock (rounded to the
nearest one-thousandth of a share) equal to (i) $ divided by (ii) the
Average El Paso Common Price;
(2) each share of $7.40 Preferred Stock issued and outstanding
immediately prior to the Merger Effective Time (other than shares owned
directly or indirectly by Tenneco, El Paso or their respective wholly owned
subsidiaries) shall be converted into the right to receive that number of
fully paid and nonassessable shares of El Paso Common Stock (rounded to the
nearest one-thousandth of a share) equal to (i) $ divided by (ii) the
Average El Paso Common Price;
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(3) each share of Tenneco Common Stock issued and outstanding immediately
prior to the Merger Effective Time (other than shares owned directly or
indirectly by Tenneco, El Paso or their respective wholly owned
subsidiaries) shall be converted into the right to receive that number of
fully paid and nonassessable shares of El Paso Common Stock (rounded to the
nearest one-thousandth of a share) equal to (i) an amount equal to (A) the
Equity Consideration of $750 million less the value (based on the Average
El Paso Common Price) of the El Paso Common Stock issuable to holders of
Tenneco Preferred Stock in the Merger, divided by (B) the Average El Paso
Common Price after giving effect to the Collar, divided by (ii) the number
of Tenneco Common Conversion Shares;
(4) each share of Tenneco Stock issued and outstanding immediately prior
to the Merger Effective Time after giving effect to the Distributions owned
directly or indirectly by Tenneco, El Paso or their respective wholly owned
subsidiaries shall be canceled, and no consideration shall be delivered
therefor;
(5) each share of El Paso Subsidiary's capital stock issued and
outstanding immediately prior to the Merger Effective Time shall be
converted into and become one fully paid and nonassessable share of Tenneco
Common Stock; and
(6) each share of Tenneco Junior Preferred Stock issued and outstanding
immediately prior to the Merger Effective Time shall not be converted or
exchanged pursuant to the Merger and shall remain outstanding immediately
after the Merger, held by the persons who were the holders of such Tenneco
Junior Preferred Stock immediately prior to the Merger. See "THE NPS
ISSUANCE."
The "Average El Paso Common Price" will be the average of the closing prices
of El Paso Common Stock on the NYSE Composite Transactions Reporting System, as
reported in The Wall Street Journal, for the 20 trading days on the NYSE
immediately preceding the second trading day prior to the Merger Effective Time
(but subject to correction for typographical or other manifest errors in such
reporting), rounded to four decimal places.
Although not provided in the Merger Agreement, Tenneco Stockholders who
receive El Paso Common Stock in connection with the Merger will receive,
together with each share of El Paso Common Stock issued in the Merger, one
associated preferred stock purchase right of El Paso (an "El Paso Purchase
Right"). The El Paso Purchase Rights are currently attached to certificates for
shares of El Paso Common Stock, are not separately tradeable and become
exercisable only upon certain conditions. Unless the context otherwise
requires, references herein to "El Paso Common Stock" include the associated El
Paso Purchase Rights.
The Collar has the following effects on the shares of El Paso Common Stock to
be issued to holders of Tenneco Common Stock as described above: (i) if the
Average El Paso Common Price falls within the Collar (i.e., between $31.3875
and $38.3625, inclusive), the number of shares of El Paso Common Stock issued
to holders of Tenneco Common Stock will be based on that price, (ii) if the
Average El Paso Common Price is less than the Minimum El Paso Price of
$31.3875, the number of shares of El Paso Common Stock issued to holders of
Tenneco Common Stock will nonetheless be based on a per share price of
$31.3875, and (iii) if the Average El Paso Common Price is more than the
Maximum El Paso Price of $38.3625, the number of shares of El Paso Common Stock
issued to holders of Tenneco Common Stock will nonetheless be based on a per
share price of $38.3625. The Maximum El Paso Price and Minimum El Paso Price
are subject to appropriate adjustments, reasonably satisfactory to Tenneco and
El Paso in all respects, to reflect any recapitalization, reclassification,
stock split, combination of shares, issuance of equity (other than issuances of
shares pursuant to the exercise of employee stock options) or options for less
than full market value or the like of or involving El Paso.
Alternatively, if the El Paso stockholders do not approve the Stock Issuance,
El Paso will issue to the Tenneco Stockholders 7,000,000 shares of El Paso
Common Stock, with the balance of the equity consideration to consist of El
Paso Preferred Depositary Shares representing interests in El Paso Preferred
Stock. In such case, the holders of Tenneco Preferred Stock will receive shares
of El Paso Common Stock as described above, and each share of Tenneco Common
Stock will be converted into the right to receive (i) the number of shares of
El Paso Common Stock obtained by subtracting from 7,000,000 the number of such
shares issued to the holders of Tenneco Preferred Stock and dividing the
remainder by the number of Tenneco Common Conversion Shares,
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and (ii) El Paso Preferred Depositary Shares representing interests in that
fraction of a share of El Paso Preferred Stock which has an aggregate
liquidation preference equal to the value (based on the Average El Paso Common
Price) of the additional shares of El Paso Common Stock (or fraction thereof)
that would have been issued to the holder of a single share of Tenneco Common
Stock if the Stock Issuance had been approved.
Because the formula for determining the number of shares of El Paso Common
Stock and El Paso Preferred Depositary Shares issuable to holders of Tenneco
Common Stock if the Stock Issuance is not approved is designed to provide such
holders with the same aggregate dollar value of consideration that they would
have received had the Stock Issuance been approved, under this alternative
scenario holders of Tenneco Common Stock will also likely receive stock worth
more than [$638 million] if the Average El Paso Common Price is above the
Collar and less than [$638 million] if the Average El Paso Common Price is
below the Collar.
Notwithstanding the foregoing, holders of Tenneco Stock will not receive
fractional shares of El Paso Common Stock or fractional El Paso Preferred
Depositary Shares. Instead, a holder's fractional share interest will be
retained by El Paso and will be aggregated with the fractional share interests
of all other holders into whole shares of El Paso Common Stock or El Paso
Preferred Depositary Shares, as applicable. The Exchange Agent (as defined)
will sell these whole shares at then-prevailing prices on the NYSE as soon as
practicable after the Merger Effective Time. The Exchange Agent will then
determine and remit the portion of the proceeds from the sale of the whole
shares to which each holder is entitled provided that such holder has properly
surrendered such holder's certificate formerly representing Tenneco Stock.
Pursuant to the Merger Agreement, as soon as practicable after the Merger
Effective Time, a letter of transmittal will be mailed by First Chicago Trust
Company of New York, as exchange agent for the holders of Tenneco Stock (the
"Exchange Agent"), to each holder of record of a certificate or certificates
representing shares of Tenneco Stock which were converted pursuant to the
Merger (the "Certificates") to be used in effecting the surrender of the
Certificates in exchange for certificates and depositary receipts representing
shares of El Paso Common Stock and El Paso Preferred Depositary Shares (the
"New Certificates") to which such holder has become entitled and, if
applicable, cash in lieu of fractional shares as described above. After
receipt of the letter of transmittal, each holder of Certificates formerly
representing shares of Tenneco Stock should surrender such Certificates
together with the letter of transmittal duly executed, and any other required
documents as set forth in the letter of transmittal, to the Exchange Agent,
and each such holder will receive in exchange New Certificates evidencing the
whole shares of El Paso Common Stock and El Paso Preferred Depositary Shares,
if any, that such holder has the right to receive, any dividend or
distribution with respect thereto made with a record date after the Merger
Effective Time and any cash paid in lieu of fractional shares. The letter of
transmittal will be accompanied by instructions specifying the other details
of the exchange. STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE THE LETTER OF TRANSMITTAL.
After the Merger Effective Time, each Certificate formerly representing
Tenneco Stock, until surrendered and exchanged, will be deemed for all
purposes to represent only the right to receive upon such surrender the number
of whole shares of El Paso Common Stock and El Paso Preferred Depositary
Shares, if any, into which the shares of Tenneco Stock shall have been so
converted, plus any dividends or other distributions in respect of such shares
of El Paso Common Stock and/or El Paso Preferred Depositary Shares and any
cash in lieu of fractional shares. The holder of any unexchanged Certificate
will not be entitled to receive in respect thereof any dividend or other
distribution with a record date after the Merger Effective Time payable by El
Paso to its stockholders until such Certificate is surrendered. Instead, all
such dividends and other distributions will be paid to the Exchange Agent
(until December 31, 1998, after which time such amounts will be set aside by
El Paso), who will hold such amounts for the benefit of the former Tenneco
Stockholder entitled thereto until such stockholder's Certificates are
surrendered for exchange.
After December 31, 1998, the Exchange Agent will return to El Paso all New
Certificates, dividends and distributions and cash in lieu of fractional
shares (and any fractional El Paso Preferred Depositary Shares) and thereafter
former Tenneco Stockholders will be entitled to look only to El Paso for
distribution of such amounts.
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The Merger Agreement provides that all shares of El Paso Common Stock and
any El Paso Preferred Depositary Shares issued upon the surrender for exchange
of shares of Tenneco Stock pursuant thereto (plus cash in lieu of fractional
shares and any fractional El Paso Preferred Depositary Shares) shall be deemed
to have been issued in full satisfaction of all rights pertaining to such
shares of Tenneco Stock and that none of El Paso, El Paso Subsidiary, Tenneco,
New Tenneco or Newport News shall be liable to any holders of shares of
Tenneco Stock, or El Paso Common Stock or El Paso Preferred Depositary Shares,
for such shares or cash in lieu of fractional shares and any fractional El
Paso Preferred Depositary Shares delivered to a public official pursuant to
any applicable abandoned property, escheat or similar law.
FINAL DIVIDENDS ON TENNECO STOCK
Tenneco presently expects that the Transaction will be consummated, if
approved at the Tenneco Special Meeting, on or prior to the end of 1996.
Pursuant to the Merger Agreement, holders of Tenneco Preferred Stock do not
receive accrued but unpaid dividends on their shares of Tenneco Preferred
Stock as part of the Equity Consideration. Accordingly, the Tenneco Board has
declared a dividend on the $7.40 Preferred Stock of $1.85 per share for the
full fourth quarter 1996, payable on December 31, 1996 to the holders of
record as of the close of business on November 22, 1996. If the Transaction is
consummated on or prior to December 31, 1996, such dividends will be the final
dividends payable to the holders of $7.40 Preferred Stock. If the Transaction
is not consummated on or prior to December 31, 1996, dividends for the first
quarter 1997 on the Tenneco Preferred Stock will be paid on a date to be
determined.
In addition, the Tenneco Board of Directors has declared a dividend on the
Tenneco Common Stock of $.45 per share for the fourth quarter 1996, payable on
December 10, 1996 to holders of record as of the close of business on November
22, 1996.
All dividends on Tenneco Stock which are unpaid as of the Merger Effective
Time but have a record date prior to the Merger Effective Time are considered
a part of the Actual Energy Debt Amount. See "DEBT AND CASH REALIGNMENT."
EFFECTS OF THE MERGER
The Merger will have the effects specified in the DGCL. In addition, the
Merger Agreement provides that the Tenneco Charter will be further amended as
of the Merger Effective Time, altering the authorized capital stock of
Tenneco, eliminating the authorized class of preferred stock of Tenneco and
renaming Tenneco's junior preferred stock as preferred stock, eliminating
certain restrictions on business combinations with interested stockholders,
modifying the number of members of and the structure of the Tenneco Board of
Directors, and eliminating provisions regarding transactions between Tenneco
and members of its Board of Directors with certain interests in the
transactions. See "THE CHARTER AMENDMENT." The Merger Agreement also provides
that the bylaws of El Paso Subsidiary, as in effect immediately prior to the
Merger Effective Time and amended to include specified provisions regarding
the indemnification of and advancement of expenses to directors and officers,
shall become the bylaws of Tenneco. In addition, the Merger Agreement provides
that the directors of El Paso Subsidiary at the Merger Effective Time will be
the initial directors of Tenneco after the Merger.
CERTAIN OTHER PRE-MERGER TRANSACTIONS
Distributions and Related Transactions. The Merger Agreement requires that
the Distributions be consummated before the Merger Effective Time with only
such changes or modifications as do not adversely affect, other than to a de
minimis extent, the Energy Business. Accordingly, the pre-Distribution
transactions and conditions must generally be consummated or satisfied, as the
case may be, substantially as described herein prior to the Merger. See "THE
DISTRIBUTIONS."
Notwithstanding the foregoing, the Merger Agreement contemplates that under
certain circumstances Tenneco may enter into negotiations and/or an agreement
regarding a sale, merger or other disposition
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transaction involving either or both of the Shipbuilding Business and
Industrial Business, or any portion thereof (an "S/I Transaction"), and
thereby abandon one or both of the Distributions. With prior notice to El
Paso, Tenneco may enter into an S/I Transaction so long as such transaction is
not adverse, other than to a de minimis extent, to El Paso or the Energy
Business and would not render the Merger impossible or impracticable or
materially delay the consummation thereof. If the S/I Transaction would have
any of the foregoing effects, the transaction may nonetheless be pursued prior
to approval of the Merger by Tenneco Stockholders if the Tenneco Board of
Directors determines in good faith after consultation with counsel that there
is a substantial risk that failure to do so would constitute a breach of its
fiduciary duties under applicable law.
Rights Agreement and Dividend Reinvestment Program. In preparation for the
Merger, Tenneco has amended its stockholder rights plan to exempt El Paso and
El Paso Subsidiary from becoming an "acquiring person" thereunder, or
otherwise triggering the rights issued in connection therewith, solely by
reason of the execution of the Merger Agreement and consummation of the
transactions contemplated thereby, and to cause such rights to expire at the
Merger Effective Time. Furthermore, the Tenneco Dividend Reinvestment Program
will be terminated after reinvestment of Tenneco's third quarter 1996
dividends.
NO SOLICITATION
The Merger Agreement required Tenneco to immediately cease any then-existing
discussions or negotiations with any third parties with respect to any merger,
consolidation, business combination, sale of the Energy Business, sale of
certain major subsidiaries of Tenneco, tender or exchange or similar
transaction involving the Energy Business as a whole or certain major
subsidiaries as a whole other than the transactions contemplated in the Merger
Agreement (an "Acquisition Transaction"). The Merger Agreement further
provides that neither Tenneco, any of its subsidiaries nor any of their
respective directors and officers shall, and Tenneco shall use its best
efforts to ensure that none of its or its subsidiaries' affiliates,
representatives or agents shall, directly or indirectly, solicit any person,
entity or group concerning any Acquisition Transaction. Prior to the approval
of the Transaction by Tenneco's stockholders, however, Tenneco may furnish
information or enter into negotiations regarding, or enter into an agreement
for, an Acquisition Transaction if Tenneco provides prior notice to El Paso,
and Tenneco's Board of Directors determines in good faith, after consultation
with independent legal counsel, that there is a substantial risk that the
failure to do so would be found to constitute a breach of its fiduciary duties
under applicable law, but only in response to a proposal for an Acquisition
Transaction received by Tenneco which the Board of Directors of Tenneco
determines in good faith after consultation with its financial advisors is
reasonably likely to result in consummation of an Acquisition Transaction more
favorable, from a financial point of view, to the stockholders of Tenneco than
the Transaction, taking into account the financial responsibility of the party
making such proposal, as then reasonably determinable by Tenneco, and such
party's ability, as then reasonably determinable by Tenneco, to obtain
regulatory approvals for such Acquisition Transaction (a "Higher Proposal").
The Merger Agreement provides that Tenneco shall advise El Paso immediately
if any proposal for or other indication of interest in a Higher Proposal is
received by Tenneco and the terms and conditions thereof and keep El Paso
promptly informed of the status thereof. As of the date of this Joint Proxy
Statement-Prospectus, Tenneco has not received any such inquiries or
proposals.
CERTAIN COVENANTS
Interim Operations of Tenneco. Pursuant to the Merger Agreement, Tenneco has
agreed, among other things, that from the date thereof to the Closing Date,
unless El Paso has consented in writing and except for actions (i) affecting
solely the Industrial Business or the Shipbuilding Business, (ii) which only
adversely affect the Energy Business to a de minimis extent and do not
materially delay or prevent consummation of the Transaction, (iii) specified
therein involving the Energy Group, or (iv) taken by Tenneco and its
affiliates in order to consummate the Transaction as contemplated by the
Merger Agreement, Tenneco shall and shall cause the Energy Subsidiaries to:
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(i) use its reasonable best efforts to operate the Energy Business in the
ordinary course of business consistent with past practices, preserve
substantially intact the business organization thereof, preserve customer,
supplier and other business relationships in respect thereof and keep
available the services of employees and consultants thereto;
(ii) not amend the Tenneco Charter or its Bylaws;
(iii) not issue or authorize the issuance of (except, with respect to
Tenneco, in the ordinary course of business consistent with past practices)
any of its capital stock, options, warrants or other rights to acquire such
capital stock or any other ownership interest (subject to limited
exceptions for certain existing rights, dividend reinvestment and benefits
plans);
(iv) not declare, set aside or pay any dividends or other distributions
in respect of the capital stock of Tenneco or any of the Energy
Subsidiaries except for (A) dividends declared and paid by Tenneco
consistent with its past practice, (B) the Distributions, (C) cash
dividends declared by any of the Energy Subsidiaries and (D) the issuance
of the Tenneco Junior Preferred Stock;
(v) not reclassify, combine, split, subdivide or redeem, purchase, or
otherwise acquire, directly or indirectly, any class of the capital stock
of Tenneco or any of the Energy Subsidiaries, subject to exceptions
relating to employee benefit and dividend reinvestment plans;
(vi) generally not increase the compensation of persons who will be
employees of the Energy Business after the Merger Effective Time (except as
contemplated by the Merger Agreement);
(vii) except in the ordinary course of business, not transfer, sell or
otherwise dispose of any of the Energy Assets;
(viii) cooperate with El Paso with respect to any opportunity to acquire
additional interests in certain pipeline operations; or
(ix) not take any action that would (a) be reasonably likely to result in
any of the conditions to the Merger not being satisfied or (b) impair the
ability of Tenneco to consummate the Distributions or the Merger pursuant
to the terms of the Distribution Agreement and the Merger Agreement,
respectively.
Interim Operations of El Paso. Pursuant to the Merger Agreement, during the
period from the date thereof to the Closing Date, neither El Paso nor any of
its affiliates may:
(i) amend its charter, by-laws or other governing documents;
(ii) acquire (directly or indirectly, beneficially or of record) any
shares of Tenneco Stock;
(iii) take any action that would be reasonably likely to result in any of
the conditions to the Merger not being satisfied or that would either
impair the ability of El Paso or El Paso Subsidiary to consummate the
Merger or would delay the Merger; or
(iv) take or cause to be taken any action that would disqualify either of
the Distributions as a tax-free distribution within the meaning of Section
355 of the Code.
Furthermore, the Merger Agreement provides that El Paso Subsidiary may not
engage in any activities except in connection with the transactions
contemplated by the Merger Agreement and that, prior to the Merger Effective
Time, El Paso may not undertake any internal corporate restructuring or any
action which is primarily for the purpose of reducing the value of the
Transaction to Tenneco stockholders.
Additionally, during the 20 trading days prior to commencement of the
Average Period the Merger Agreement provides that El Paso and its subsidiaries
(i) will carry on their businesses in the ordinary course and use all
reasonable efforts to preserve intact their present business organizations and
relationships with customers,
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suppliers and others, (ii) will not declare or pay any dividends or other
distributions in respect of their capital stock (other than regular quarterly
dividends on El Paso Common Stock and certain intercompany dividends), (iii)
will not take certain actions involving the issuance, repurchase or exchange
of their capital stock (including any rights to acquire said capital stock),
and (iv) will not enter into certain business combination or disposition
transactions, in each case except as contemplated by the Merger Agreement.
Certain Other Covenants and Agreements
Indemnification and Insurance of Directors and Officers
Pursuant to the Merger Agreement, El Paso has agreed not to cause or
permit amendments to certain charter and bylaw provisions of Tenneco
relating to indemnification of directors and officers for a period of six
years after the Merger.
The Merger Agreement also provides that prior to the Merger Effective
Time Tenneco shall, and from and after the Merger Effective Time El Paso
and Tenneco jointly and severally shall, indemnify, defend and hold
harmless each person who is now, has been at any time prior to the date of
the Merger Agreement or who becomes prior to the Merger Effective Time an
officer, director or employee of Tenneco or any of its subsidiaries
(collectively, the "Indemnified Parties") against all losses, expenses,
claims, damages, liabilities or amounts that are paid in settlement of,
with the approval of the indemnifying party (which approval shall not
unreasonably be withheld), or otherwise in connection with any claim,
action, suit, proceeding or investigation (a "Claim"), based in whole or in
part on the fact that such person is or was a director, officer or employee
of Tenneco or any of its subsidiaries and arising out of actions or
omissions occurring at or prior to the Merger Effective Time (including,
without limitation, the transactions contemplated by the Merger Agreement
and the Distribution Agreement), whether or not such Claim was asserted
prior to, at or after the Merger Effective Time, in each case to the
fullest extent permitted under the DGCL (and shall pay expenses in advance
of the final disposition of any such Claim to each Indemnified Party to the
fullest extent permitted under the DGCL, upon receipt from the Indemnified
Party to whom expenses are advanced of an undertaking to repay such
advances if required by Section 145(e) of the DGCL). However, these
obligations to indemnify do not affect the allocation of liability among
the Energy Group, the Industrial Group and Shipbuilding Group pursuant to
the Distribution Agreement and any corresponding indemnification rights
thereunder.
The Merger Agreement provides that any Indemnified Party wishing to claim
indemnification under the Merger Agreement, upon learning of any Claim,
will promptly notify Tenneco (or, after the Merger Effective Time, Tenneco
and El Paso) thereof, but the failure to so notify will not relieve Tenneco
or El Paso of any liability it may have if such failure does not materially
prejudice such party.
In the event any Claim is brought against an Indemnified Party, the
Indemnified Party may retain counsel satisfactory to the Indemnified Party
(with the consent of Tenneco and, after the Merger Effective Time, El Paso)
and Tenneco (or, after the Merger Effective Time, Tenneco and El Paso)
shall pay all reasonable fees and expense of such counsel and use all
reasonable efforts to assist in the vigorous defense of the matter.
Furthermore, under the Merger Agreement El Paso and Tenneco have agreed
to maintain certain policies of directors' and officers' liability
insurance for a period of seven years following the Merger and to be
responsible for all costs and expenses associated therewith.
El Paso Guaranty of Tenneco Performance
Pursuant to the Merger Agreement and certain instruments to be executed
in connection therewith, from and after the Merger Effective Time El Paso
will guarantee the full and timely payment and performance by Tenneco and
the other members of the Energy Group of their obligations under the Merger
Agreement, Distribution Agreement and each and every other agreement to be
entered into pursuant thereto.
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Other
The Merger Agreement also contains other agreements of the parties
including, without limitation, agreements to cooperate with respect to
certain regulatory requests, filings, approvals and proceedings (including
with respect to the GSR Proceeding), to not take actions that would cause a
breach of the Merger Agreement, to not take actions which might cause
certain adverse tax consequences (such as a failure of the Merger or
Distributions to qualify as tax-free for federal income tax purposes), and
to use reasonable best efforts to make effective the transactions
contemplated thereby and by the Distribution Agreement.
Under the terms of the Merger Agreement, El Paso will cause Tenneco to
pay any New York State Real Estate Transfer Tax and the New York City Real
Property Transfer Tax (and similar taxes in any other jurisdiction)
incurred in connection with the Merger. Tenneco and El Paso will cooperate
in the preparation and filing of returns with respect to such transfer
taxes (including returns on behalf of Tenneco Stockholders) and in the
determination of the portion of the consideration allocable to the real
property of Tenneco and its subsidiaries in New York State and City (and
any other jurisdiction, if applicable). The Tenneco Stockholders will be
bound by the allocation of consideration determined by Tenneco and El Paso
in the preparation of any return relating to the foregoing transfer taxes.
See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES--The Merger."
EMPLOYEE BENEFITS
The Merger Agreement requires Tenneco to enter into the Benefits Agreement
and to perform its obligations thereunder. See "THE DISTRIBUTIONS--
Relationship Among Tenneco, New Tenneco and Newport News After the
Distributions." In addition, pursuant to the Merger Agreement, El Paso has
agreed to provide (or cause Tenneco to provide) certain benefits to certain
employees and former employees of Tenneco and their dependents from and after
the Merger Effective Time.
El Paso has agreed to provide severance benefits, vacation pay, outplacement
services and other benefits to certain employees of the Energy Business who
are terminated within one year of the Merger Effective Time (other than for
death, disability or cause). Pursuant to this agreement, approximately 50
high-level employees of the Energy Business would be eligible to receive
severance benefits ranging from 12 to 24 months' base pay and approximately
3,200 other employees of the Energy Business would be eligible to receive
severance benefits ranging from 6 to 52 weeks' base pay. Additionally, El Paso
has agreed to provide health care coverage to these employees on an optional
basis (with the costs being shared by the employee as are shared by similarly
situated active El Paso employees) for a period equal to the months of pay
received as severance, up to 12 months.
El Paso has also agreed to provide retiree medical and life benefits for at
least ten years from the Merger Effective Time to former employees of Tenneco
and their dependents and to current employees who are eligible to retire as of
the Merger Effective Time and retire within a window period after the Merger
Effective Time to be selected by El Paso, which will be not less than six
months. However, El Paso may institute changes to the retiree medical plan to
implement appropriate cost containment features and other methods of providing
comparable benefits.
El Paso has further agreed to provide retention payments to key and other
Energy Business employees. Under the executive retention program, certain key
employees will be paid an aggregate of $9 million if they cooperate with the
effort to sell the Energy Business and remain full-time active employees until
the Merger Effective Time. Additionally, a separate retention program has been
implemented for approximately 200 lower management and staff level employees
with similar conditions and an aggregate of $4 million in payments.
Employees of the Energy Business will also receive credit for past service
with Tenneco in determining entitlements under certain El Paso benefit
programs. El Paso has also agreed to satisfy certain obligations owed by
Tenneco to specific individuals.
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REPRESENTATIONS AND WARRANTIES
The Merger Agreement contains various representations and warranties of El
Paso, El Paso Subsidiary and Tenneco, none of which will survive the Merger
Effective Time.
The representations and warranties of Tenneco in the Merger Agreement
include, among other things, representations and warranties as to: corporate
organization, existence and good standing; capitalization; corporate and other
authority to enter into the transactions contemplated by the Merger Agreement;
the financial statements of Tenneco and the Energy Business; confirmation that
the Transaction will not violate certain duties, provisions and laws; the
absence of certain litigation, changes or events; the accuracy of Tenneco SEC
documents and other reports; the absence of any undisclosed material adverse
change; the receipt by Tenneco of an opinion of Lazard that the consideration
to be received in the Merger by Tenneco's stockholders is fair from a
financial point of view; the absence of any arrangements made by or on behalf
of Tenneco with any broker, investment banker or similar person other than
Lazard, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities
Incorporated; and certain amendments to the stockholder rights plan of
Tenneco.
The representations and warranties of El Paso and El Paso Subsidiary in the
Merger Agreement include, among other things, representations and warranties
as to: corporate organization, existence and good standing; capitalization;
corporate and other authority to enter into the transactions contemplated by
the Merger Agreement; the accuracy of El Paso SEC documents and other reports;
the financial statements of El Paso; confirmation that the Transaction will
not violate certain duties, provisions and laws; the absence of certain
litigation, changes or events; the receipt by El Paso of an opinion from DLJ
that the Merger is fair to El Paso's stockholders from a financial point of
view; the absence of any undisclosed material adverse change; due
authorization of the shares of El Paso Stock to be issued in the Merger; El
Paso Subsidiary's lack of contractual liabilities, commitments, obligations or
assets; and the absence of arrangements made by or on behalf of El Paso with
any broker, investment banker or similar person other than DLJ.
CONDITIONS PRECEDENT
Conditions to Obligations of the Parties
The respective obligations of each of Tenneco, El Paso and El Paso
Subsidiary to consummate the transactions contemplated by the Merger Agreement
are subject to the satisfaction, at or prior to the Closing, of the following
conditions, any or all of which may be waived, in whole or in part, to the
extent permitted by applicable law:
(i) the Registration Statement (of which this Joint Proxy Statement-
Prospectus forms a part) shall have been declared effective under the
Securities Act and no stop orders with respect thereto shall have been
issued and no proceedings for that purpose shall have been instituted or,
to the parties' knowledge, be threatened;
(ii) the Merger Agreement, the Merger and the Distributions shall have
been approved and adopted by the requisite vote of the stockholders of
Tenneco, in accordance with the DGCL and the Tenneco Charter;
(iii) any waiting period applicable to the consummation of the
transactions contemplated by the Merger Agreement under the HSR Act shall
have expired or been terminated;
(iv) all authorizations, consents, orders and approvals of, and
declarations or filings with, and expiration of waiting periods imposed by,
any governmental authority or other person shall have been obtained or
filed and shall be in full force and effect (although this shall not apply
with respect to the GSR Ruling), other than those which if not obtained or
filed would not have a material adverse effect on El Paso and its
consolidated subsidiaries, the Energy Business or the ability of any party
to consummate the transactions contemplated by the Merger Agreement prior
to the Termination Date;
(v) no governmental authority shall have enacted, issued, promulgated,
enforced or entered any statute or rule, regulation, injunction or other
order (whether temporary, preliminary or permanent) which
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materially restricts, prevents or prohibits consummation of the Merger or
the other transactions contemplated by the Merger Agreement;
(vi) the El Paso Common Stock and El Paso Preferred Depositary Shares (if
any) shall have been approved for listing on the NYSE, subject to official
notice of issuance;
(vii) Tenneco shall have received (a) the IRS Ruling Letter as described
under "THE DISTRIBUTIONS--Conditions to Consummation of the Distributions,"
and (b) to the extent not covered by the IRS Ruling Letter, the Tax Opinion
from the law firm of Jenner & Block (counsel to Tenneco) that, among other
things, the Merger will qualify as a tax-free reorganization under Section
368(a)(1)(B) of the Code;
(viii) the Distributions, the Debt Realignment and the other transactions
contemplated by the Distribution Agreement (including any S/I Transaction)
shall have been effected; and
(ix) the NPS Issuance shall have been consummated.
Conditions to Obligations of Tenneco
The obligations of Tenneco to consummate the transactions contemplated by
the Merger Agreement are also subject to the satisfaction, at the Closing, of
the following conditions, any or all of which may be waived, in whole or in
part, by Tenneco:
(i) the representations and warranties of El Paso and El Paso Subsidiary
in the Merger Agreement shall be true and correct as of the Closing Date
with the same effect as if made on and as of the Closing Date (except for
changes permitted by the Merger Agreement and failures to remain true and
correct which do not have a material adverse effect on El Paso and its
consolidated subsidiaries and will not prevent consummation of the
transactions contemplated by the Merger Agreement by El Paso or El Paso
Subsidiary prior to the Termination Date);
(ii) each of El Paso and El Paso Subsidiary shall have performed in all
material respects their respective obligations under the Merger Agreement
to be performed at or prior to the Closing; and
(iii) delivery to Tenneco by El Paso and El Paso Subsidiary of officers'
certificates with respect to the matters identified in clauses (i) and (ii)
and certain other corporate proceedings.
Conditions to Obligations of El Paso and El Paso Subsidiary
The obligations of El Paso and El Paso Subsidiary to effect the transactions
contemplated by the Merger Agreement are also subject to the satisfaction, at
the Closing, of the following conditions any or all of which may be waived, in
whole or in part, by El Paso and El Paso Subsidiary:
(i) the representations and warranties of Tenneco contained in the Merger
Agreement shall be true and correct as of the Closing Date with the same
effect as if made on and as of the Closing Date (except for changes
permitted by the Merger Agreement and failures to remain true and correct
which do not have a material adverse effect on the Energy Business and will
not prevent consummation of the transactions contemplated by the Merger
Agreement by Tenneco prior to the Termination Date);
(ii) Tenneco shall have performed in all material respects its
obligations under the terms of the Merger Agreement to be performed at or
prior to the Closing;
(iii) El Paso shall not have reasonably determined, in good faith after
consultation with Tenneco and its advisors, that as a result of an
announcement or introduction of legislation by certain U.S. government
officials identified in the Merger Agreement there exists a reasonable
likelihood that the Distributions or the Merger would not be tax-free for
federal income tax purposes to Tenneco and El Paso; and
(iv) delivery to El Paso by Tenneco of officers' certificates with
respect to the matters identified in clauses (i) and (ii) and certain other
corporate proceedings.
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AMENDMENT OR TERMINATION OF THE MERGER AGREEMENT
The Merger Agreement may be terminated at any time prior to the Merger
Effective Time, whether before or after the approval of the Merger Agreement
or the Merger by the stockholders of Tenneco and the approval of the Stock
Issuance by the stockholders of El Paso, by (i) the mutual written consent of
El Paso and Tenneco authorized by their respective boards of directors; (ii)
El Paso or Tenneco, if the Merger is not consummated by the Termination Date
(other than for the terminating party's failure to observe any of the
covenants, agreements and conditions of the Merger Agreement to be performed
or observed by such party prior to the Closing Date), (iii) El Paso or
Tenneco, if there has been a material breach on the part of the other party of
any covenant, representation or warranty set forth in the Merger Agreement, or
any failure on the part of the other party to comply with its obligations
under the Merger Agreement, or any other circumstances have occurred such that
the conditions to El Paso's or Tenneco's consummation of the Merger,
respectively, could not be satisfied on or prior to the Termination Date; (iv)
El Paso or Tenneco, if the stockholders of Tenneco at the Tenneco Special
Meeting do not approve the Transaction; (v) El Paso, if the Board of Directors
of Tenneco withdraws, amends or modifies in a manner adverse to El Paso its
favorable recommendation to its stockholders of the Transaction or promulgates
any favorable recommendation with respect to an Acquisition Transaction (other
than in response to a situation described in clause (iii) above);
(vi) Tenneco, if the Board of Directors of El Paso withdraws, amends or
modifies in a manner adverse to Tenneco its favorable recommendation to its
stockholders or approves an agreement for or recommends to its stockholders a
business combination transaction not involving Tenneco (other than in response
to a situation described in clause (iii) above); (vii) El Paso or Tenneco,
under certain circumstances where, prior to approval of the Transaction by
Tenneco stockholders, Tenneco enters into an S/I Transaction which would
adversely impact El Paso or the Energy Business, or render the Merger
impossible or impracticable or prevent or materially delay consummation of the
Merger; (viii) El Paso, if there has occurred any event, change or effect
which, in the aggregate with all other events, changes or effects, reduces the
value of the Energy Business by more than $75 million (excluding negative
events, changes or effects which result from (A) any action by El Paso or
certain affiliated parties, (B) changes in general economic, financial markets
or industrial conditions, or (C) matters related to the GSR Ruling); (ix)
Tenneco if there has occurred any event, change or effect which, in the
aggregate with all other events, changes or effects, reduces the value of El
Paso by more than $75 million (excluding negative events, changes or effects
which result from (A) any action by Tenneco or certain affiliated parties, or
(B) changes in general economic, financial markets or industrial conditions);
(x) El Paso, if the GSR Ruling has a specified adverse effect on the Energy
Business, so long as El Paso has not materially breached its obligations under
the Merger Agreement to cooperate with Tenneco in working towards a favorable
resolution thereof; or (xi) Tenneco or El Paso (but only prior to approval of
the Transaction by Tenneco's stockholders) if Tenneco receives a Higher
Proposal that it advises El Paso in writing that it wishes to accept and El
Paso does not make, within five business days of receipt of such written
notice, an offer that the Board of Directors of Tenneco believes, in good
faith after consultation with its financial advisors, is at least as
favorable, from a financial point of view, to the stockholders of Tenneco as
the Higher Proposal.
If the Merger Agreement is terminated as permitted above, the Merger
Agreement will become void and there will be no liability or obligation on the
part of the terminating party, or the directors, officers, stockholders,
employees, agents, consultants or representatives of such party, except that
such termination shall not relieve any other party of any damages or other
amounts for which it would otherwise be liable, including Tenneco's obligation
to pay to El Paso the Termination Fee under certain circumstances. See "--
Termination Fee."
Prior to the Merger Effective Time, whether before or after approval and
adoption of the Transaction by the stockholders of Tenneco, the provisions of
the Merger Agreement may be amended by a written agreement executed and
delivered by the parties thereto, subject to applicable law. After the Merger
Effective Time, the provisions of the Merger Agreement may be amended only by
a written agreement executed and delivered by El Paso, Tenneco (as the
surviving corporation of the Merger) and New Tenneco.
WAIVER
Any time prior to the Merger Effective Time any party to the Merger
Agreement may, by action of its board of directors set forth in writing, to
the extent legally permissible, extend the time for performance of any of the
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obligations or other acts of the other parties thereto, waive any inaccuracies
in the representations and warranties of the other parties contained therein
or in any document delivered pursuant thereto, and waive compliance by any of
the other parties thereto with any of the agreement or conditions contained
therein.
TERMINATION FEE
The Merger Agreement requires Tenneco to pay to El Paso the Termination Fee
of $25 million, plus up to $10 million in actual out of pocket expenses
incurred and payable to third parties by El Paso, if the Merger Agreement is
terminated (i) by El Paso or Tenneco, if prior to approval of the Transaction
by Tenneco stockholders Tenneco enters into an S/I Transaction which would
adversely impact El Paso or the Energy Business or would prevent or materially
delay consummation of the Merger upon a good faith determination (after
consultation with and based upon advice of independent counsel) by Tenneco's
Board of Directors that there is a substantial risk that the failure to do so
would result in a breach of its fiduciary duties under applicable law; (ii) by
El Paso or Tenneco if the Tenneco Stockholders do not adopt and approve the
Transaction; or (iii) by Tenneco or El Paso (but only prior to approval of the
Transaction by Tenneco's stockholders), if Tenneco receives a Higher Proposal
that it advises El Paso in writing that it wishes to accept and El Paso does
not make, within five business days of receipt of such written notice, an
offer that the Board of Directors of Tenneco believes, in good faith after
consultation with its financial advisors, is at least as favorable, from a
financial point of view, to the stockholders of Tenneco as the Higher
Proposal. The Termination Fee shall be payable by Tenneco in exchange for a
complete release of any liabilities from El Paso.
CONSULTING ARRANGEMENT
Tenneco and El Paso have entered into the Consulting Agreement pursuant to
which El Paso is providing certain consulting services to Tenneco for the six-
month term of the Consulting Agreement with respect to enhancing the Energy
Business' relationships with customers, plaintiffs in material litigation and
regulatory authorities. As consideration for these services, El Paso is
entitled to an aggregate consulting fee of $60 million. Under the terms of the
Consulting Agreement, however, this fee is only due and payable by Tenneco if
the Merger Agreement is terminated by El Paso or Tenneco in the manner
described in either clause (i) or (iii) under "--Termination Fee," or in the
manner described in clause (ii) under "--Termination Fee" if Tenneco's Board
of Directors withdraws, amends or modifies its recommendation of the
Transaction prior to the vote of Tenneco Stockholders at the Tenneco Special
Meeting.
REGULATORY APPROVALS
Under the HSR Act certain transactions, including the Merger, may not be
consummated unless certain filing and waiting period requirements have been
satisfied. On July 9, 1996, Tenneco and El Paso each filed Premerger
Notification and Report Forms pursuant to the HSR Act with the Department of
Justice ("DOJ") and Federal Trade Commission ("FTC"). Early termination of the
waiting period applicable to the Merger was granted on July 30, 1996. The
early termination of the waiting period does not preclude the DOJ, FTC or
others from challenging the Merger on antitrust grounds. El Paso and Tenneco
have also filed Premerger Notification and Report Forms pursuant to the HSR
Act with the DOJ and FTC relating to the indirect acquisition by El Paso
(through the Merger) of a 30% interest in the Oasis Pipeline. The waiting
period applicable to such acquisition expired on August 28, 1996.
APPRAISAL RIGHTS
Holders of shares of $4.50 Preferred Stock and, in the event the NPS
Issuance is consummated prior to approval of the Transaction at the Tenneco
Special Meeting, Tenneco Junior Preferred Stock (hereinafter together referred
to as "Eligible Stock") will be entitled to appraisal rights in connection
with the Merger under Section 262 of the DGCL. No other stockholders of
Tenneco are entitled to such appraisal rights.
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THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW PERTAINING
TO APPRAISAL RIGHTS UNDER THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY THE
FULL TEXT OF SECTION 262 WHICH IS ATTACHED TO THIS JOINT PROXY STATEMENT-
PROSPECTUS AS APPENDIX E. ALL REFERENCES IN SECTION 262 AND IN THIS SUMMARY TO
A "STOCKHOLDER" ARE TO THE RECORD HOLDER OF THE SHARES OF ELIGIBLE STOCK AS TO
WHICH APPRAISAL RIGHTS ARE ASSERTED. A PERSON HAVING A BENEFICIAL INTEREST IN
SHARES OF ELIGIBLE STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS
A BROKER OR NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW
THE STEPS SUMMARIZED BELOW PROPERLY AND IN A TIMELY MANNER TO PERFECT
APPRAISAL RIGHTS.
Under the DGCL, holders of shares of Eligible Stock who follow the
procedures set forth in Section 262 will be entitled to have their shares of
Eligible Stock appraised by the Delaware Court of Chancery and to receive
payment of the "fair value" of such shares, exclusive of any element of value
arising from the accomplishment or expectation of the Merger, together with a
fair rate of interest, as determined by such court.
Under Section 262, where a merger is to be submitted for approval at a
meeting of stockholders, as in the case of the Tenneco Special Meeting, the
corporation, not less than 20 days prior to the meeting, must notify each of
its stockholders entitled to appraisal rights that such appraisal rights are
available and include in such notice a copy of Section 262. This Joint Proxy
Statement-Prospectus shall constitute such notice, and the applicable
statutory provisions are attached to this Joint Proxy Statement-Prospectus as
Appendix E. Any holder of Eligible Stock who wishes to exercise such appraisal
rights or who wishes to preserve his, her or its right to do so, should review
the following discussion and Appendix E carefully because failure to timely
and properly comply with the procedures specified will result in the loss of
appraisal rights under the DGCL.
A holder of shares of Eligible Stock wishing to exercise his, her or its
appraisal rights must deliver to Tenneco, before the vote on the Transaction
(which includes the Merger) at the Tenneco Special Meeting, a written demand
for appraisal of his, her or its shares of Eligible Stock and must not vote in
favor of the Merger (which is being submitted as a part of the Transaction).
Because a duly executed proxy which does not contain voting instructions will,
unless revoked, be voted for the Transaction, a holder of shares of $4.50
Preferred Stock who votes by proxy and who wishes to exercise his, her or its
appraisal rights must (i) vote against the Transaction, or (ii) abstain from
voting on the Transaction. A vote against the Transaction, in person or by
proxy, will not in and of itself constitute a written demand for appraisal
satisfying the requirements of Section 262. In addition, a holder of shares of
Eligible Stock wishing to exercise his, her or its appraisal rights must hold
of record such shares on the date the written demand for appraisal is made and
must continue to hold such shares of record until the Merger Effective Time.
If any holder of shares of Eligible Stock fails to comply with any of these
conditions and the Merger becomes effective, the holder of shares of Eligible
Stock will be entitled to receive the consideration (if any) receivable with
respect to such shares in the absence of a valid assertion of appraisal rights
in accordance with the Merger Agreement.
Only a holder of record of shares of Eligible Stock is entitled to assert
appraisal rights for the shares of Eligible Stock registered in that holder's
name. A demand for appraisal should be executed by or on behalf of the holder
of record, fully and correctly, as his, her or its name appears on his, her or
its stock certificates, and must state that the stockholder intends thereby to
demand appraisal of his, her or its shares in connection with the Merger. If
the shares of Eligible Stock are owned of record in a fiduciary capacity, such
as by a trustee, guardian or custodian, execution of the demand should be made
in that capacity, and if the shares of Eligible Stock are owned of record by
more than one person, as in a joint tenancy and tenancy in common, the demand
should be executed by or on behalf of all joint owners. An authorized agent,
including two or more joint owners, may execute a demand for appraisal on
behalf of a holder of record; however, the agent must identify the record
owner or owners and expressly disclose the fact that, in executing the demand,
the agent is agent for such owner or owners. A record holder such as a broker
who holds shares of Eligible Stock as nominee for several beneficial owners
may exercise appraisal rights with respect to the shares of Eligible Stock
held for one or more beneficial owners while not exercising such rights with
respect to the shares of Eligible Stock held for other beneficial owners; in
such case, however, the written demand should set forth the number of shares
of Eligible Stock as to which appraisal is sought and where no number of
shares of Eligible Stock is expressly mentioned the demand
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will be presumed to cover all shares of Eligible Stock held in the name of the
record owner. Stockholders who hold their shares of Eligible Stock in
brokerage accounts or other nominee forms and who wish to exercise appraisal
rights are urged to consult with their brokers to determine the appropriate
procedures for the making of a demand for appraisal by such a nominee.
All written demands for appraisal pursuant to Section 262 should be sent or
delivered to Tenneco at 1275 King Street, Greenwich, Connecticut, 06831,
Attention: Corporate Secretary.
Within ten days after the Merger Effective Time, Tenneco, as the surviving
corporation of the Merger, must notify each holder of Eligible Stock who has
complied with Section 262 and has not voted in favor of or consented to the
Merger of the date that the Merger has become effective. Within 120 days after
the Merger Effective Time, but not thereafter, Tenneco or any holder of
Eligible Stock who has so complied with Section 262 and is entitled to
appraisal rights under Section 262 may file a petition in the Delaware Court
of Chancery demanding a determination of the fair value of his, her or its
shares of $4.50 Preferred Stock or Tenneco Junior Preferred Stock, as the case
may be. Tenneco is under no obligation to and has no present intention to file
such a petition. Accordingly, it is the obligation of the holders of $4.50
Preferred Stock and Tenneco Junior Preferred Stock, respectively, to initiate
all necessary action to perfect their appraisal rights within the time
prescribed in Section 262.
Within 120 days after the Merger Effective Time, any holder of Eligible
Stock who has complied with the requirements for exercise of appraisal rights
will be entitled, upon written request, to receive from Tenneco a statement
setting forth the aggregate number of shares of $4.50 Preferred Stock or
Tenneco Junior Preferred Stock, as the case may be, not voted in favor of the
Merger and with respect to which demands for appraisal have been received and
the aggregate number of holders of such shares. Such statement must be mailed
within ten days after a written request therefor has been received by Tenneco
or within ten days after the expiration of the period for delivery of demands
for appraisal, whichever is later.
If a petition for an appraisal is timely filed by a holder of shares of
$4.50 Preferred Stock or Tenneco Junior Preferred Stock, as the case may be,
and a copy thereof is served upon Tenneco, Tenneco will then be obligated
within 20 days to file with the Delaware Register in Chancery a duly verified
list containing the names and addresses of all holders of $4.50 Preferred
Stock or Tenneco Junior Preferred Stock, as the case may be, who have demanded
an appraisal of their shares and with whom agreements as to the value of their
shares have not been reached. After notice to such stockholders as required by
the Court, the Delaware Court of Chancery is empowered to conduct a hearing on
such petition to determine those holders of $4.50 Preferred Stock or Tenneco
Junior Preferred Stock, as the case may be, who have complied with Section 262
and who have become entitled to appraisal rights thereunder. The Delaware
Court of Chancery may require the holders of shares of Eligible Stock who
demanded payment for their shares to submit their stock certificates to the
Register in Chancery for notation thereon of the pendency of the appraisal
proceeding; and if any stockholder fails to comply with such direction, the
Court of Chancery may dismiss the proceedings as to such stockholder.
After determining the holders of Eligible Stock entitled to appraisal, the
Delaware Court of Chancery will appraise the "fair value" of their shares of
$4.50 Preferred Stock or Tenneco Junior Preferred Stock, as the case may be,
exclusive of any element of value arising from the accomplishment or
expectation of the Merger, together with a fair rate of interest, if any, to
be paid upon the amount determined to be the fair value. Holders of Eligible
Stock considering seeking appraisal should be aware that the fair value of
their shares of Eligible Stock as determined in an appraisal proceeding under
Section 262 could be more than, the same as or less than the value of the
shares they would receive or continue to hold, as the case may be, pursuant to
the Merger if they did not seek appraisal of their shares of Eligible Stock
and that investment banking opinions as to fairness from a financial point of
view are not necessarily opinions as to fair value under Section 262. The
Delaware Supreme Court has stated that "proof of value by any techniques or
methods which are generally considered acceptable in the financial community
and otherwise admissible in court" should be considered in the appraisal
proceeding. In addition, Delaware courts have decided that the statutory
appraisal remedy, depending on factual
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circumstances, may or may not be a dissenter's exclusive remedy. The Court of
Chancery will also determine the amount of interest, if any, to be paid upon
the amounts to be received by persons whose shares of Eligible Stock have been
appraised. The costs of the action may be determined by the Court and taxed
upon the parties as the Court deems equitable. The Court may also order that
all or a portion of the expenses incurred by any stockholder in connection
with an appraisal, including, without limitation, reasonable attorneys' fees
and the fees and expenses of experts utilized in the appraisal proceeding, be
charged against the value of all the shares of Eligible Stock entitled to be
appraised.
Any holder of shares of Eligible Stock who has duly demanded an appraisal in
compliance with Section 262 will not, after the Merger Effective Time, be
entitled to vote the shares of Eligible Stock subject to such demand for any
purpose or be entitled to the payment of dividends or other distributions on
those shares of Eligible Stock (except dividends or other distributions
payable to holders of record of Eligible Stock as of a record date prior to
the Merger Effective Time).
If any stockholder who demands appraisal of his, her or its shares of
Eligible Stock under Section 262 fails to perfect, or effectively withdraws or
loses, his, her or its right to appraisal, as provided in the DGCL, the shares
of $4.50 Preferred Stock or Tenneco Junior Preferred Stock, as the case may
be, of such stockholder will be converted into the right to receive shares of
El Paso Common Stock or remain outstanding as shares of Tenneco Junior
Preferred Stock, respectively, pursuant to the Merger Agreement as described
herein (without interest). A stockholder will fail to perfect, or effectively
loses or withdraws, his, her or its right to appraisal if no petition for
appraisal is filed within 120 days after the Merger Effective Time, or if the
stockholder delivers to Tenneco a written withdrawal of his, her, or its
demand for appraisal and an acceptance of the Merger, except that any such
attempt to withdraw made more than 60 days after the Merger Effective Time
will require the written approval of Tenneco and, once a petition for
appraisal is filed, the appraisal proceeding may not be dismissed as to any
holder absent court approval.
FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR
PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.
Pursuant to the Merger Agreement, from and after the Merger Effective Time
Tenneco will be solely responsible for (and shall indemnify New Tenneco and
Newport News against) the payment of any and all consideration that may be
determined pursuant to Section 262 to be due to the holders of Eligible Stock
who have perfected their rights to appraisal as described herein. El Paso has
agreed to establish an escrow consisting of $ million to fund any such
payments.
RESTRICTIONS ON RESALE OF EL PASO STOCK
The shares of El Paso Common Stock and El Paso Preferred Depositary Shares,
if any, to be issued to stockholders of Tenneco pursuant to the Merger
Agreement will be registered under the Securities Act, thereby allowing such
shares to be freely traded without restrictions by persons who will not be
"affiliates" of El Paso or who were not affiliates of Tenneco prior to the
Merger. Directors and executive officers of Tenneco may be deemed to have been
affiliates of Tenneco prior to the Merger and, pursuant to Rule 145 under the
Securities Act, will not be able to resell the shares of El Paso Common Stock
and El Paso Preferred Depositary Shares, if any, received by them in the
Merger unless such sale is registered or an exemption from registration under
the Securities Act is available. Pursuant to the Merger Agreement, Tenneco has
agreed to identify all persons who may be considered affiliates of Tenneco
under Rule 145, advise them of the resale restrictions described above and use
its best efforts to obtain from each a written agreement not to sell, transfer
or otherwise dispose of any shares of El Paso Common Stock and any El Paso
Preferred Depositary Shares received in the Merger except pursuant to an
effective registration statement or in compliance with Rule 145.
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THE CHARTER AMENDMENT
If the Transaction is approved at the Tenneco Special Meeting, the Tenneco
Charter will be amended immediately thereafter to eliminate specified rights,
powers and preferences of the authorized class of junior preferred stock of
Tenneco contained therein ("Tenneco Junior Preferred Shares"). As of the date
of this Joint Proxy Statement-Prospectus, there are no Tenneco Junior
Preferred Shares outstanding. However, prior to the Merger, Tenneco will issue
one or more new series of Tenneco Junior Preferred Stock pursuant to the NPS
Issuance. Certain of the rights, powers and preferences eliminated in the
Charter Amendment may be preserved or modified for the holders of the Tenneco
Junior Preferred Stock issued in the NPS Issuance in the Certificates of
Designation of the series.
Upon the Charter Amendment becoming effective, the Tenneco Charter will
provide that each series of Tenneco Junior Preferred Shares will have such
dividend and liquidation preferences, voting rights, redemption prices,
conversion rights and other terms and provisions as may be contained in the
Certificate of Designation creating such series. Thus, each of the following
provisions of the Tenneco Charter will be eliminated upon the effectiveness of
the Charter Amendment:
Dividends. The Charter Amendment would eliminate the provisions contained in
the Tenneco Charter prohibiting any dividends from being paid or declared, or
any distribution being made on any class of stock ranking junior to the
Tenneco Junior Preferred Shares and prohibiting any shares of stock ranking
junior to the Tenneco Junior Preferred Shares from being purchased, retired or
otherwise acquired by Tenneco, unless all dividends on the Tenneco Junior
Preferred Shares for all past periods shall have been paid, or declared and a
sum sufficient for the payment of such dividends set apart, and the full
dividend thereon for the then current dividend period shall have been paid or
declared.
Liquidation Rights. The Charter Amendment would eliminate the sections of
the Tenneco Charter providing that: (i) in the event of any liquidation,
dissolution or winding up of the affairs of Tenneco, then, before any
distribution or payment shall be made to the holders of any class of stock of
Tenneco ranking junior to the Tenneco Junior Preferred Shares, the holders of
the Tenneco Junior Preferred Shares of the respective series (subject to the
rights of the Preferred Stock) shall be entitled to be paid in full the
respective amounts fixed for such series; (ii) after such payment shall have
been made in full to the holders of the Tenneco Junior Preferred Shares, the
remaining assets and funds of Tenneco shall be distributed among the holders
of the stock of Tenneco ranking junior to the Tenneco Junior Preferred Shares
according to their respective rights; and (iii) in the event that the assets
of Tenneco available for distribution to holders of Tenneco Junior Preferred
Shares shall not be sufficient to make the foregoing payments required to be
made in full, such assets shall be distributed to the holders of the
respective shares of Tenneco Junior Preferred Shares pro rata in proportion to
the amounts payable upon each share thereof.
Voting Rights. The Charter Amendment would eliminate from the Tenneco
Charter certain existing provisions which, if there are shares of the Tenneco
Junior Preferred Shares outstanding, require the consent of the holders of a
majority of such shares for the taking of any of the following actions by
Tenneco: (i) creating additional classes of stock ranking prior to the Tenneco
Junior Preferred Shares, or increasing the amount of preferred stock or any
additional class of stock ranking prior to the Tenneco Junior Preferred Shares
in respect of dividends or distribution of assets on liquidation; (ii)
creating any obligation or security convertible into shares of preferred stock
ranking prior to or on parity with the Tenneco Junior Preferred Shares in
respect of dividends or distribution of assets on liquidation; (iii) creating
any class of stock ranking on a parity with the Tenneco Junior Preferred
Shares or increasing the authorized amount of the Tenneco Junior Preferred
Shares or of any class of stock ranking on a parity with the Tenneco Junior
Preferred Shares in respect of dividends or distribution of assets on
liquidation; (iv) the purchase, redemption or other acquisition for value of
any shares of the Tenneco Junior Preferred Shares or of any other stock
ranking on a parity with the Tenneco Junior Preferred Shares in respect of
dividends or distribution of assets on liquidation during the continuance of
any default in the payment of dividends on the Tenneco Junior Preferred
Shares; or (v) selling, leasing, transferring or conveying all, or
substantially all, of Tenneco's property or business, or consolidating with or
merging into any other corporation or corporations (except for mergers of
another corporation into Tenneco or mortgages, pledges or other
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hypothecations of Tenneco property). The Charter Amendment also would
eliminate the provisions contained in the Tenneco Charter requiring the
consent of the holders of at least two-thirds of the number of shares of
Tenneco Junior Preferred Shares at the time outstanding to amend, alter, or
repeal any of the provisions of Article FOURTH of the Tenneco Charter (other
than provisions relating exclusively to the shares of Tenneco Junior Preferred
Shares of a particular series) so as to affect adversely the rights, powers or
preferences of Tenneco Junior Preferred Shares or of the holders thereof, and
requiring the consent of the holders of at least two-thirds of the number of
shares of Tenneco Junior Preferred Shares of such series at the time
outstanding to amend, alter or repeal any of the provisions of Article FOURTH
of the Tenneco Charter (relating exclusively to the shares of Tenneco Junior
Preferred Shares of a particular series) or of any resolution or resolutions
relating exclusively to the shares of Tenneco Junior Preferred Shares of such
series so as to adversely affect the rights, powers or preferences of the
Tenneco Junior Preferred Shares of such series or the holders thereof.
Reacquired Tenneco Junior Preferred Shares. The Charter Amendment also would
eliminate the section of the Tenneco Charter stating that except as otherwise
provided in any resolution of the Board of Directors providing for the
issuance of any particular series of Tenneco Junior Preferred Shares, shares
of Tenneco Junior Preferred Shares redeemed or otherwise acquired by Tenneco
shall assume the status of authorized but unissued Tenneco Junior Preferred
Shares and may thereafter, subject to the provisions of the Tenneco Charter
and of any restrictions contained in any resolution of the Board of Directors
providing for the issue of any particular series of Tenneco Junior Preferred
Shares, be reissued in the same manner as other authorized but unissued
Tenneco Junior Preferred Shares.
The Charter Amendment would allow the Board of Directors of Tenneco
additional flexibility in establishing the powers, preferences and relative
and other special rights, including voting rights, of any series of the
Tenneco Junior Preferred Shares issued in the future, and to take certain
actions without first obtaining the consent of holders of any outstanding
shares of the Tenneco Junior Preferred Shares, unless otherwise required by
law and unless the Board of Directors elected to provide voting rights with
respect to any of the foregoing actions pursuant to the terms of any series of
the Tenneco Junior Preferred Shares issued in the future.
The full text of the provisions of the Tenneco Charter relating to the
Tenneco Junior Preferred Shares, as such provisions will be amended pursuant
to the Charter Amendment if the Transaction is approved, is set forth as
Appendix H hereto.
A vote by a Tenneco Stockholder in favor of the Transaction constitutes a
vote in favor of, among other things, the Charter Amendment.
DESCRIPTION OF THE TENNECO JUNIOR PREFERRED STOCK
Prior to the Merger, Tenneco will issue in one or more series shares of the
Tenneco Junior Preferred Stock. The Tenneco Junior Preferred Stock so issued
are currently expected to have the rights and preferences described below.
Shares of Tenneco Junior Preferred Stock will pay dividends at a rate to be
determined. The Tenneco Junior Preferred Stock issued in the NPS Issuance will
rank as to payment of dividends and amounts payable in liquidation senior to
the Tenneco Common Stock, on a parity with each other series of the Tenneco
Junior Preferred Shares (except to the extent the terms of such other series
provide otherwise) and junior to the Tenneco Preferred Stock.
In the event of any dissolution, liquidation or winding up of the affairs of
Tenneco, whether voluntary or involuntary (collectively, a "Liquidation"),
holders of the Tenneco Junior Preferred Stock will be entitled to receive a
preferential distribution, plus an amount equal to all accrued and unpaid
dividends to the date of final distribution (the "Liquidation Value"), but not
until the holders of Tenneco's capital stock ranking senior to such Tenneco
Junior Preferred Stock have been paid in full the liquidation preference, if
any, applicable thereto. After such amount is paid in full, no further
distributions or payments will be made in respect of shares of Tenneco Junior
Preferred Stock.
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Except as otherwise provided in the Tenneco Charter, the terms of the
Tenneco Junior Preferred Stock or as required by law, the holders of the
Tenneco Junior Preferred Stock will not be entitled to vote on any matter on
which the holders of any voting securities of Tenneco are entitled to vote.
Holders of the Tenneco Junior Preferred Stock will be entitled, voting as a
class, to elect one-sixth of the entire Board of Directors of Tenneco. In
addition, whenever dividends payable on the Tenneco Junior Preferred Stock are
in arrears in an aggregate amount equivalent to six or more full quarter-
yearly dividends, the holders of outstanding Tenneco Junior Preferred Stock
will have the exclusive right, voting separately as a class, to elect two
additional directors of Tenneco, until all accrued and unpaid dividends on the
Tenneco Junior Preferred Stock have been paid in full, at which time the right
of the holders of the Tenneco Junior Preferred Stock to elect such two
additional members of the Tenneco Board will terminate automatically, and the
term of office of the directors so elected by the holders of the Tenneco
Junior Preferred Stock will terminate. Under the current Tenneco Charter, the
holders of Tenneco Junior Preferred Stock also will have certain voting
rights. It is presently expected that, after giving effect to the Charter
Amendment, the majority of such voting rights will be eliminated. However, it
is expected that the holders of Tenneco Junior Preferred Stock issued in the
NPS Issuance will, by virtue of the resolutions creating such stock, have the
right, together as a class, to vote on the creation of stock ranking prior to
or on a parity with the Tenneco Junior Preferred Stock and the purchase,
redemption or other acquisition of stock ranking junior to or on a parity with
the Tenneco Junior Preferred Stock during the pendency of any defaults in the
payment of dividends thereon. See "THE CHARTER AMENDMENT."
The Tenneco Junior Preferred Stock is expected to be redeemable in whole or
in part, at the option of Tenneco at the Liquidation Value, plus accrued and
unpaid dividends, at any time or from time to time after the fifth anniversary
of the date of issuance. Each series of the Tenneco Junior Preferred Stock
also is expected to be redeemable at the option of Tenneco if less than a
specified percentage of the original issuance of such stock remains
outstanding. Certain series of the Tenneco Junior Preferred Stock also may be
redeemable, prior to the fifth anniversary of the date of issuance, in the
event of certain amendments to the Code in respect of the dividends received
deduction.
Tenneco will be required to redeem the Tenneco Junior Preferred Stock at a
premium to be determined, plus accrued and unpaid dividends, upon the earliest
to occur of (i) the proposal to approve the Transaction is voted on and is not
approved at the Tenneco Special Meeting, (ii) the Transaction fails to be
approved by the requisite vote of the holders of Tenneco stock entitled to
vote thereon on or prior to March 31, 1997, or (iii) Tenneco shall not have
accepted on or prior to March 31, 1997 any indebtedness of Tenneco and its
subsidiaries tendered to it pursuant to the Debt Tender Offers to be made by
it in connection with the Transaction. The Tenneco Junior Preferred Stock will
not be subject to any sinking fund provisions and will have no maturity date.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary description of the material federal income tax
consequences of the Transaction. This summary is for general informational
purposes only and is not intended as a complete description of all of the tax
consequences of the Transaction and does not discuss tax consequences under
the laws of state or local governments or of any other jurisdiction. Moreover,
the tax treatment of a stockholder may vary depending upon his, her or its
particular situation. In this regard, certain stockholders (including (i)
insurance companies, tax-exempt organizations, financial institutions or
broker-dealers, and persons who are not citizens or residents of the United
States or who are foreign corporations, foreign partnerships or foreign trusts
or estates as defined for United States federal income tax purposes, and (ii)
stockholders that hold shares as part of a position in a "straddle" or as part
of a "hedging" or "conversion" transaction for United States federal income
tax purposes and stockholders with a "functional currency" other than the
United States dollar) may be subject to special rules not discussed below. In
addition, this summary applies only to shares which are held as capital
assets. The following discussion may not be applicable to a stockholder who
acquired his or her shares pursuant to the exercise of stock options or
otherwise as compensation.
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THE FOLLOWING DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE
CODE, EXISTING, PROPOSED AND TEMPORARY TREASURY REGULATIONS THEREUNDER AND
CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING ARE
SUBJECT TO CHANGE WHICH MAY OR MAY NOT BE RETROACTIVE, AND ANY SUCH CHANGES
COULD AFFECT THE VALIDITY OF THE FOLLOWING DISCUSSION. SEE "--POSSIBLE FUTURE
LEGISLATION" BELOW.
EACH STOCKHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES TO HIM, HER OR IT OF THE TRANSACTION DESCRIBED
HEREIN, INCLUDING, THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN
TAX LAWS, AND THE POSSIBLE EFFECTS OF CHANGES OF APPLICABLE TAX LAWS.
TAX RULINGS AND OPINIONS
Consummation of the Distributions is conditioned upon Tenneco's receipt of
the IRS Ruling Letter, reasonably acceptable to Tenneco and El Paso, to the
effect that:
(a) the New Tenneco Distribution will be tax-free for federal income tax
purposes to Tenneco under Section 355(c)(1) of the Code and to the Tenneco
Stockholders under Section 355(a) of the Code;
(b) the Newport News Distribution will be tax-free for federal income tax
purposes to Tenneco under Section 355(c)(1) of the Code and to the Tenneco
Stockholders under Section 355(a) of the Code; and
(c) the following distributions to be effected as part of the Corporate
Restructuring Transactions will be tax-free for federal income tax purposes
to the respective transferor corporations under Section 355(c)(1) or 361(a)
of the Code and to the respective stockholders of the transferor
corporations under Section 355(a) of the Code: (i) the distribution by
Newport News of the capital stock of Tenneco Packaging Inc. to Tenneco
Corporation; (ii) the distribution by Tenneco Corporation of the capital
stock of Newport News and New Tenneco to TGP; and (iii) the distribution by
TGP of the capital stock of Newport News and New Tenneco to Tenneco.
A ruling from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. The rulings
obtained from the IRS will be based on certain facts and representations, some
of which will have been made by El Paso. Generally, the IRS Ruling Letter
would not be revoked or modified retroactively provided that (i) there has
been no misstatement or omission of material facts, (ii) the facts at the time
of the Transaction are not materially different from the facts upon which the
IRS Ruling Letter was based, and (iii) there has been no change in the
applicable law.
Consummation of the Merger is conditioned upon receipt of the foregoing
rulings and, to the extent not covered by the IRS Ruling Letter, receipt of
the Tax Opinion of Jenner & Block, as counsel to Tenneco, to the effect that:
(a) the Merger will qualify as a tax-free reorganization within the
meaning of Section 368(a)(1)(B) of the Code, and Tenneco, El Paso and El
Paso Subsidiary will each be a "party to a reorganization" within the
meaning of Section 368(b) of the Code;
(b) El Paso will not recognize any gain or loss upon receipt of Tenneco
Stock, solely in exchange for El Paso Common Stock and El Paso Preferred
Depositary Shares (if any), as set forth in the Merger Agreement;
(c) El Paso's basis in the Tenneco Common Stock, $7.40 Preferred Stock
and $4.50 Preferred Stock, will, in each case, be equal to the basis of
such stock in the hands of Tenneco Stockholders immediately prior to the
Merger;
(d) El Paso's holding period for the Tenneco Common Stock, $7.40
Preferred Stock and $4.50 Preferred Stock will, in each case, include the
period during which such stock was held by the Tenneco Stockholders;
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(e) the holders of the Tenneco Common Stock, $7.40 Preferred Stock and
$4.50 Preferred Stock will not recognize any gain or loss upon the exchange
of such stock for El Paso Common Stock and El Paso Preferred Depositary
Shares (if any);
(f) the basis of the El Paso Common Stock and El Paso Preferred
Depositary Shares (if any) to be received by the holders of the Tenneco
Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock will be the
same as the basis of the Tenneco Stock surrendered in exchange therefor;
and
(g) the holding period for the El Paso Common Stock and El Paso Preferred
Depositary Shares (if any) to be received by the holders of the Tenneco
Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock will include
the holding period for the Tenneco Stock surrendered in exchange therefor,
provided that the Tenneco Stock surrendered is held as a capital asset on
the closing date of the Merger.
The Tax Opinion also is to cover certain other federal tax matters addressed
below in this section of the Joint Proxy Statement-Prospectus (including
treatment of holders of Tenneco Stock receiving cash in lieu of fractional
share interests of El Paso Common Stock or fractional El Paso Preferred
Depositary Shares and treatment of holders of $4.50 Preferred Stock, if any,
who demand appraisal rights in connection with the Merger and receive cash in
accordance with the DGCL).
Receipt of the Tax Opinion is a condition to the obligations of each of
Tenneco, El Paso and El Paso Subsidiary to consummate the transactions
contemplated by the Merger Agreement. Although this condition may be waived by
the parties (subject to applicable law), neither Tenneco, El Paso nor El Paso
Subsidiary currently intends to consummate the transactions contemplated by
the Merger Agreement unless the Tax Opinion is delivered to Tenneco in a
timely manner. The Tax Opinion is presently expected to be delivered
immediately prior to the Closing of the Merger.
An opinion of counsel is not binding on the IRS or the courts. Moreover, the
Tax Opinion of Jenner & Block will be based upon, among other things, current
law and certain representations as to factual matters made by Tenneco and El
Paso, which representations if incorrect or incomplete in certain material
respects, would jeopardize the conclusions reached in the opinion. With
respect to both the IRS Ruling Letter and the Tax Opinion, representations as
to factual matters will include a representation that there is no stockholder
of Tenneco who beneficially owns five percent or more of Tenneco's capital
stock, and to the best knowledge of Tenneco management, there is no plan or
intention on the part of the remaining Tenneco stockholders to sell, exchange
or otherwise dispose of a number of shares of El Paso Common Stock or El Paso
Preferred Depositary Shares received in the Merger that would reduce the
Tenneco Stockholders' ownership of El Paso Common Stock and El Paso Preferred
Depositary Shares to a number of shares having a value, as of the Merger
Effective Time, of less than 50 percent of the value of all of the shares of
Tenneco Stock formerly outstanding as of the Merger Effective Time. For
purposes of the foregoing representation, shares of Tenneco Stock surrendered
by holders who demand appraisal rights or exchanged for cash in lieu of
fractional shares of El Paso Common Stock or El Paso Preferred Depositary
Shares will be treated as outstanding Tenneco Stock as of the Merger Effective
Time. Moreover, shares of Tenneco Stock, El Paso Common Stock and El Paso
Preferred Depositary Shares held by Tenneco Stockholders and otherwise sold,
redeemed or disposed of prior to or subsequent to the Merger Effective Time
will be considered in making the foregoing representation.
Representations as to factual matters will also include, among other things,
that (i) El Paso has no plan or intention to liquidate Tenneco, to merge
Tenneco into another corporation, to cause Tenneco to sell or otherwise
dispose of its assets, other than certain assets unrelated to (or immaterial
in relation to) Tenneco's interstate pipeline or natural gas marketing
businesses, or to sell or otherwise dispose of Tenneco Stock acquired in the
Merger (except as described in Section 368(a)(2)(C) of the Code), (ii)
immediately following the Merger, El Paso will continue the Energy Business or
use a significant portion of the assets of the Energy Business in a business,
(iii) El Paso has no plan or intention to reacquire any El Paso Common Stock
or El Paso Preferred Depositary Shares issued to Tenneco stockholders in the
Merger, (iv) immediately following the Merger, El Paso will be in control of
Tenneco within the meaning of Section 368(c) of the Code, and (v) except as
set forth in the Merger Agreement, Tenneco, El Paso, El Paso Subsidiary and
the Tenneco stockholders will pay their own expenses, if any, incurred in
connection with the Merger.
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The receipt of the Tax Opinion will not be a condition to consummation of
the Merger to the extent the matters referred to in the opinion are covered by
rulings obtained by Tenneco from the IRS. In this regard, Tenneco has
requested rulings from the IRS on certain tax matters to be covered in the Tax
Opinion.
THE DISTRIBUTIONS
It is expected that the Distributions will qualify as tax-free distributions
under Section 355 of the Code. Assuming that the Distributions so qualify, (i)
the holders of Tenneco Common Stock will not recognize gain or loss upon
receipt of shares of Newport News Common Stock or shares of New Tenneco Common
Stock, (ii) each holder of Tenneco Common Stock will allocate his, her or its
aggregate tax basis in the Tenneco Common Stock immediately before the
Distributions among the Tenneco Common Stock, Newport News Common Stock and
New Tenneco Common Stock in proportion to their respective fair market values,
(iii) the holding period of each holder of Tenneco Common Stock for the
Newport News Common Stock and the New Tenneco Common Stock will include the
holding period for his, her or its Tenneco Common Stock, provided that the
Tenneco Common Stock is held as a capital asset at the time of the
Distributions, and (iv) Tenneco will not recognize any gain or loss on its
distribution of the New Tenneco Common Stock or Newport News Common Stock to
its stockholders.
No fractional shares of New Tenneco Common Stock or Newport News Common
Stock will be distributed in the Distributions. A holder of Tenneco Common
Stock who, pursuant to the Distributions, receives cash in lieu of fractional
shares of Newport News Common Stock will be treated as having received such
fractional shares of Newport News Common Stock pursuant to the Distributions
and then as having received such cash in a sale of such fractional shares of
Newport News Common Stock. Such holders will generally recognize capital gain
or loss pursuant to such deemed sale equal to the difference between the
amount of cash received and such holders' adjusted tax basis in the fractional
share of Newport News Common Stock received. Such gain or loss will be capital
(provided the Tenneco Common Stock is held as a capital asset at the time of
the Distributions) and will be treated as a long-term capital gain or loss if
the holding period for the fractional shares of Newport News Common Stock
deemed to be received and then sold is more than one year.
If the Distributions do not qualify as tax-free distributions under Section
355 of the Code, then each holder of Tenneco Common Stock who receives shares
of New Tenneco Common Stock and Newport News Common Stock in the Distributions
will be treated as if such stockholder received taxable distributions in an
amount equal to the fair market value of the New Tenneco Common Stock and
Newport News Common Stock received. Such distributions will be treated as (i)
a dividend to the extent paid out of Tenneco's current and accumulated
earnings and profits, then (ii) a reduction in such stockholder's basis in
Tenneco Common Stock to the extent the amount received exceeds the amount
referenced in clause (i), and then (iii) gain from the sale or exchange of
Tenneco Common Stock to the extent the amount received exceeds the sum of the
amounts referenced in clauses (i) and (ii). Each stockholder's basis in his,
her or its Newport News Common Stock and New Tenneco Common Stock would be
equal to the fair market value of such stock at the time of the Distributions.
In addition, if the Distributions were not to qualify as tax-free
distributions under Section 355 of the Code, then, in general, a corporate
level federal income tax would be payable by the consolidated group of which
Tenneco is the common parent, which tax (assuming the internal spin-off
transactions included in the Corporate Restructuring Transactions also failed
to qualify under Code Section 355) would be based upon the gain (computed as
the difference between the fair market value of the stock distributed and the
distributing corporation's adjusted basis in such stock) realized by each of
the distributing corporations upon its distribution of the stock of one or
more controlled corporations to its stockholders in the Transaction. Under the
terms of the Tax Sharing Agreement, neither New Tenneco nor Newport News will
be liable to indemnify Tenneco for any additional taxes incurred by reason of
the Distributions being taxable, unless the Distributions fail to qualify for
tax-free treatment under Section 355 of Code as a result of the inaccuracy of
certain factual statements or representations made in connection with the
request for the IRS Ruling Letter or Tax Opinion or New Tenneco or Newport
News take any action which is inconsistent with any factual statements or
representations or the tax treatment of the Transaction as contemplated in the
IRS Ruling Letter request or the Tax Opinion. See the discussion of the Tax
Sharing Agreement under "THE DISTRIBUTIONS--Relationship Among Tenneco, New
Tenneco and Newport News After the Distributions."
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Various of the Corporate Restructuring Transactions are intended to be tax-
free for federal income tax purposes, although Tenneco has sought an IRS
ruling to that effect only with respect to certain of such transactions.
Except as otherwise provided in the Tax Sharing Agreement, Tenneco will be
liable for any unintended gain recognized in connection with the Corporate
Restructuring Transactions, other than such gains which are the result of the
failure of New Tenneco or Newport News to comply with certain tax-related
representations and covenants to refrain from taking action which is
inconsistent with certain factual statements or representations or the tax
treatment of the Transaction as contemplated in the IRS Ruling Letter request
or in the Tax Opinion. See "THE DISTRIBUTIONS--Relationship Among Tenneco, New
Tenneco and Newport News After the Distributions."
THE MERGER
It is expected that the Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(B) of the Code. If the Merger so qualifies, (i)
Tenneco Stockholders will not recognize gain or loss upon the receipt of El
Paso Common Stock and El Paso Preferred Depositary Shares (if any) in exchange
for their Tenneco Stock, (ii) each Tenneco Stockholder's tax basis in the
Tenneco Stock (as determined immediately following the Distributions) will
carry over to the El Paso Common Stock and El Paso Preferred Depositary Shares
(if any), (iii) each Tenneco Stockholder's holding period for Tenneco Stock
will carry over to the El Paso Common Stock and/or El Paso Preferred
Depositary Shares (if any), provided that the Tenneco Stock is held as a
capital asset immediately prior to the Merger Effective Time, and (iv) any
Tenneco Stockholder receiving cash in lieu of fractional shares or any
fractional El Paso Preferred Depositary Shares will recognize capital gain or
loss (provided the shares of Tenneco surrendered are held as capital assets
immediately prior to the Merger Effective Time) equal to the difference
between the amount of cash received and the portion of such stockholder's
basis in the shares of Tenneco Stock allocable to such fractional share
interests and such capital gain or loss will be long-term capital gain or loss
if the holding period for such shares is more than one year.
In addition, holders of $4.50 Preferred Stock and Tenneco Junior Preferred
Stock who properly demand appraisal in accordance with the terms of Delaware
law and receive cash in an appraisal proceeding, will be treated as having
received that cash as a distribution in redemption of such stock subject to
the provisions and limitations of Section 302 of the Code. Any such holder who
holds no El Paso stock, directly or by reason of attribution under Section 318
of the Code, will be treated as having a complete termination of their
interests within the meaning of Section 302(b)(3) of the Code, the cash
received will be treated as a distribution in full payment in exchange for
their $4.50 Preferred Stock or Tenneco Junior Preferred Stock, as the case may
be, under Section 302(a) of the Code, and such stockholders will recognize
capital gain or loss, provided such stock is held as a capital asset at the
Merger Effective Time, in an amount equal to the difference between the amount
of the cash received and the stockholder's basis in the shares surrendered and
such capital gain or loss will be long-term capital gain or loss if the
holding period for such shares is more than one year. Any such holder who
holds El Paso stock, directly or indirectly by reason of attribution under
Section 318 of the Code, will also be entitled to capital gain treatment
unless the receipt of the cash is considered to have the effect of a dividend
distribution under Section 302 of the Code. In this event, the cash such
stockholder receives is treated as a dividend to the extent of the
stockholder's ratable share of applicable current and/or accumulated earnings
and profits. For a stockholder taxed as a domestic corporation (other than an
S corporation), if the cash received is treated as a dividend, the corporate
stockholder may, subject to the conditions set forth in Section 243 and 246 of
the Code, be entitled to deduct an amount equal to 70 percent of the amount
taxed as a dividend. In general, the receipt of cash or other property will
not be considered to have the effect of a dividend distribution if (a) it is
"substantially disproportionate" with respect to such stockholder, or (b) it
is "not essentially equivalent to a dividend" with respect to such
stockholder. Stockholders should consult their own tax advisors with respect
to the issue of constructive ownership and the possibility of satisfying the
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests.
If the Merger does not qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Code, the Tenneco Stockholders will recognize gain
or loss upon the receipt of the El Paso Common Stock and El Paso Preferred
Depositary Shares (if any) in exchange for their Tenneco Stock equal to the
difference between
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the fair market value of the El Paso Common Stock and El Paso Preferred
Depositary Shares (if any) received and their basis in their Tenneco Stock. In
this regard, the failure of the Merger to qualify as a reorganization within
the meaning of Code Section 368(a)(1)(B) of the Code may also cause the
Distributions to not qualify as tax-free distributions under Section 355 of
the Code, in which case (as described in the third paragraph under "--The
Distributions" above) each holder of Tenneco Common Stock who receives shares
of New Tenneco Common Stock and Newport News Common Stock in the
Distributions, will be treated as if such stockholder received taxable
distributions in an amount equal to the fair market value of the New Tenneco
Common Stock and Newport News Common Stock received. Such distributions would
be treated as (i) a dividend to the extent paid out of Tenneco's current and
accumulated earnings and profits, then (ii) a reduction in such stockholder's
basis in Tenneco Common Stock to the extent the amount received exceeds the
amount referenced in cause (i), and then (iii) gain from the sale or exchange
of Tenneco Common Stock to the extent the amount received exceeds the sum of
the amounts referenced in clauses (i) and (ii). Each stockholder's basis in
the Newport News Common Stock and New Tenneco Common Stock would be equal to
the fair market value of such stock at the time of the Distributions.
It is possible that, as a result of the Merger, certain New York state and
local real property transfer taxes (the "NY Transfer Taxes") will be imposed
on Tenneco Stockholders. Under the terms of the Merger Agreement, Tenneco will
pay all such NY Transfer Taxes, if any, directly to state and local tax
authorities on behalf of all Tenneco Stockholders. Any such payments by
Tenneco on behalf of the Tenneco Stockholders would likely result in dividend
income to the Tenneco Stockholders, to the extent of Tenneco's current and
accumulated earnings and profits, as determined for federal income tax
purposes. The amount of such dividend income attributable to each share of
Tenneco Stock cannot be calculated at this time but it is not expected to be
material. Tenneco will be required to report any such dividend income to the
IRS if the aggregate amount of all dividends received by a Tenneco Stockholder
in the relevant year (including dividends attributable to Tenneco's payment of
the NY Transfer Taxes) is $10.00 or more. Tenneco will notify each Tenneco
Stockholder of the amount of all dividends attributable to such stockholder on
a Form 1099-DIV which will be mailed to such stockholder at a later date.
POSSIBLE FUTURE LEGISLATION
The Administration's Budget Proposal issued March 19, 1996 contains several
revenue proposals, including a proposal (the "Anti-Morris Trust Proposal")
which would require a distributing corporation in a transaction otherwise
qualifying as a tax-free distribution under Section 355 of the Code to
recognize gain on the distribution of the stock of the controlled corporation
unless the direct and indirect stockholders of the distributing corporation
own more than 50 percent of the distributing corporation and controlled
corporations at all times during the four year period commencing two years
prior to the distribution. The Anti-Morris Trust Proposal would apply to any
distributions occurring after March 19, 1996, unless such distribution was (i)
pursuant to a binding contract on such date, (ii) described in a ruling
request submitted to the IRS on or before such date, or (iii) described in a
public announcement or SEC filing on or before such date.
On March 29, 1996, Senator William V. Roth, Chairman of the Senate Finance
Committee and Congressman Bill Archer, Chairman of the House Ways & Means
Committee, issued a joint statement (the "Roth-Archer Statement") to the
effect that, should certain of the revenue proposals included in the
Administration's Budget (including the Anti-Morris Trust Proposal), be
enacted, their effective date will be no earlier than the date of "appropriate
Congressional action." As of the date of this Joint Proxy Statement-
Prospectus, no legislation has been introduced relating to the Anti-Morris
Trust Proposal. On June 27, 1996, Tenneco submitted its request for rulings
(including rulings on the tax-free treatment of the Distributions) to the IRS.
Accordingly, in view of the Roth-Archer Statement, any future Anti-Morris
Trust legislation should not apply to the Distributions assuming that the
effective date of such legislation contains a grandfather clause for
transactions for which a ruling request has been filed with the IRS prior to
the date of "appropriate Congressional action." Nevertheless, there can be no
assurances that Congress will not adopt Anti-Morris Trust legislation which
would apply retroactively to the Distributions. In the event such legislation
is announced or introduced
104
<PAGE>
prior to the consummation of the Transaction, under the terms of the Merger
Agreement El Paso may elect not to proceed with the Merger if it reasonably
determines that there exists a reasonable likelihood that the Distributions or
the Merger would not be tax-free for federal income tax purposes. If El Paso
elects to proceed with the Merger notwithstanding the announcement or
introduction of Anti-Morris Trust legislation, the Distributions, if
ultimately subject to such legislation, may result in significant taxable gain
to Tenneco under Section 355(c) of the Code. Although Tenneco Stockholders
would not recognize taxable gain or loss on the receipt of the stock of New
Tenneco and Newport News under the current Anti-Morris Trust Proposal, the
taxable gain required to be recognized by Tenneco under Code Section 355(c)
would significantly reduce the value of the El Paso Common Stock and El Paso
Preferred Depositary Shares (if any) received by the Tenneco Stockholders in
the Merger.
BACK-UP WITHHOLDING REQUIREMENTS
United States information reporting requirements and backup withholding at
the rate of 31% may apply with respect to dividends paid on, and proceeds from
the taxable sale, exchange or other disposition of Tenneco Stock, unless the
stockholder (i) is a corporation or comes within certain other exempt
categories, and, when required, demonstrates these facts, or (ii) provides a
correct taxpayer identification number, certifies as to no loss of exemption
from backup withholding and otherwise complies with applicable requirements of
the backup withholding rules. A stockholder who does not supply Tenneco with
his, her or its correct taxpayer identification number may be subject to
penalties imposed by the IRS. Any amount withheld under these rules will be
refunded or credited against the stockholder's federal income tax liability.
Stockholders should consult their tax advisers as to their qualification for
exemption from backup withholding and the procedure for obtaining such an
exemption. If information reporting requirements apply to a stockholder, the
amount of dividends paid with respect to such shares will be reported annually
to the IRS and to such stockholder.
These backup withholding tax and information reporting rules currently are
under review by the United States Treasury Department and proposed Treasury
Regulations issued on April 15, 1996 would modify certain of such rules
generally with respect to payments made after December 31, 1997. Accordingly,
the application of such rules could be changed.
105
<PAGE>
SELECTED FINANCIAL DATA
TENNECO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED SELECTED FINANCIAL INFORMATION
The following consolidated selected financial data as of and for each of the
fiscal years in the five-year period ended December 31, 1995 were derived from
audited financial statements of Tenneco and its consolidated subsidiaries. The
financial statements as of and for each of the fiscal years in the five-year
period ended December 31, 1995 have been audited by Arthur Andersen LLP,
independent public accountants. The consolidated selected financial data as of
and for each of the six-month periods ended June 30, 1996 and 1995 were
derived from the unaudited condensed financial statements of Tenneco 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,
1996 and 1995 include all adjusting entries (consisting only of normal
recurring adjustments) necessary to present fairly the information set forth
therein. The results of operations for the six-months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year. This information should be read in conjunction with Tenneco's
financial statements, and the notes thereto, contained in the Tenneco Annual
Report on Form 10-K, as amended, for the year ended December 31, 1995 and the
Tenneco Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, which are incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
------------------------ ------------------------------------------------------------------------
(MILLIONS EXCEPT PER 1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
SHARE AMOUNTS) ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
(LOSS) DATA(B):
Net sales and
operating revenues
from continuing
operations--
Automotive.......... $ 1,463 $ 1,263 $ 2,479 $ 1,989 $ 1,785 $ 1,763 $ 1,668
Energy.............. 1,366 937 1,916 2,378 2,862 2,183 2,183
Packaging........... 1,775 1,318 2,752 2,184 2,042 2,078 1,934
Shipbuilding........ 915 845 1,756 1,753 1,861 2,265 2,216
Other............... (2) (2) (4) (6) (5) 31 26
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total.............. $ 5,517 $ 4,361 $ 8,899 $ 8,298 $ 8,545 $ 8,320 $ 8,027
=========== =========== =========== =========== =========== =========== ===========
Income from
continuing
operations before
interest expense,
income taxes and
minority interest--
Automotive.......... $ 163 $ 134 $ 240 $ 223 $ 222 $ 237 $ 188
Energy.............. 185 148 333 415 411 360 561 (c)
Packaging........... 256 244 430 209 139 221 139 (c)
Shipbuilding........ 81 90 160 200 225 249 225
Other............... (4) (11) (67) (25) 18 (32) (98)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total.............. 681 605 1,096 1,022 1,015 1,035 1,015
Interest expense (net
of interest
capitalized)........ 179 152 306 263 254 221 237
Income tax expense... 175 185 279 249 298 282 258
Minority interest.... 10 11 22 7 -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income from
continuing
operations.......... 317 257 489 503 463 532 520
Income (loss) from
discontinued
operations, net of
income tax(d)....... 339 81 246 (51)(e) (12)(e) (1,144)(e) (1,252)(e)
Extraordinary loss,
net of income tax... -- -- -- (5) (25) (12) --
Cumulative effect of
changes in
accounting
principles, net of
income tax.......... -- -- -- (39)(f) -- (699)(f) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss).... 656 338 735 408 426 (1,323) (732)
Preferred stock divi-
dends............... 5 6 12 12 14 16 16
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) to
common stock........ $ 651 $ 332 $ 723 $ 396 $ 412 $ (1,339) $ (748)
=========== =========== =========== =========== =========== =========== ===========
Average number of
shares of common
stock outstanding... 170,351,740 175,829,883 173,995,941 180,084,909 168,772,852 144,110,151 122,777,910
Earnings (loss) per
average share of
common stock--
Continuing
operations......... $ 1.83 $ 1.43 $ 2.75 $ 2.72 $ 2.66 $ 3.58 $ 4.10
Discontinued
operations......... 1.99 .46 1.41 (.27) (.07) (7.93) (10.19)
Extraordinary loss.. -- -- -- (.03) (.15) (.08) --
Cumulative effect of
changes in
accounting
principles......... -- -- -- (.22) -- (4.86) --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net earnings (loss). $ 3.82 $ 1.89 $ 4.16 $ 2.20 (g) $ 2.44 (g) $ (9.29)(g) $ (6.09)
=========== =========== =========== =========== =========== =========== ===========
Cash dividends paid
per common share.... $ .90 $ .80 $ 1.60 $ 1.60 $ 1.60 $ 1.60 $ 2.80
</TABLE>
(Table continued on next page)
106
<PAGE>
(Continued from previous page)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31,
-------------------------- --------------------------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
------------ ------------ ----------- ----------- ----------- ---------- -----------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(B):
Total assets........... $ 13,262 $ 12,090 $ 13,451 $ 12,251 $ 11,105 $ 11,320 $ 12,985
Short-term debt........ 1,146 635 908 536 431 669 1,132
Long-term debt......... 3,374 3,309 3,751 3,568 3,620 4,718 4,593
Minority interest...... 320 315 320 320 150 160 171
Preferred stock with
mandatory redemption
provisions............ 112 129 130 147 163 191 194
Shareowners' equity.... 3,569 2,911 3,148 2,900 2,601 1,330 2,774
STATEMENT OF CASH FLOWS
DATA(B):
Net cash provided
(used) by operating
activities............ $ (215) $ 255 $ 1,443 $ 450 $ 1,615 $ 929 $ 950
Net cash provided
(used) by investing
activities............ 505 183 (1,146) (117) (338) 105 (660)
Net cash provided
(used) by financing
activities............ (413) (741) (356) (151) (1,166) (1,136) (205)
Capital expenditures
for continuing
operations............ 464 322 976 653 424 447 564
OTHER DATA:
EBITDA(h).............. $ 956 $ 804 $ 1,523 $ 1,321 $ 1,385 $ 1,391 $ 1,350
</TABLE>
- -------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993, and for the six months
ended June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for Tenneco and
Consolidated Subsidiaries included in the Tenneco Annual Report on Form
10-K, as amended, for the year ended December 31, 1995 and the Tenneco
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, which
are incorporated by reference herein.
(b) During 1995 and 1994, Tenneco completed several acquisitions at its
various operating segments, the most significant of which was Tenneco
Packaging's acquisition of Mobil Plastics for $1.3 billion in late 1995.
See Note 2 to the Financial Statements of Tenneco and Consolidated
Subsidiaries included in the Tenneco Annual Report on Form 10-K, as
amended, for the year ended December 31, 1995, which is incorporated by
reference herein, for further information on the Tenneco acquisitions.
(c) For Tenneco Energy, includes a gain of $265 million related to the sale of
its natural gas liquids business, including its interest in an MTBE plant
then under construction. Also, Tenneco Packaging recorded a gain of $42
million related to the sale of three short-line railroads.
(d) Discontinued operations reflected in the above periods include Tenneco's
farm and construction equipment operations, which were discontinued in
March 1996, its chemicals and brakes operations, which were discontinued
during 1994, and its minerals and pulp chemicals operations, which were
discontinued in 1992. In addition, certain additional costs related to
Tenneco's discontinued oil and gas operations were reflected in the 1991
results.
(e) Includes restructuring charge of $920 million recorded in 1992 relating to
the discontinued farm and construction equipment business. This
restructuring charge was reduced by $20 million in 1993 and $16 million in
1994. Additionally, a $473 million restructuring charge was recorded in
1991, of which $461 million related to the discontinued farm and
construction equipment business.
(f) In 1994, Tenneco adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits". In 1992, Tenneco adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(g) For purposes of computing earnings per share, Series A preferred stock was
included in average common shares outstanding until its conversion into
common stock in December 1994; therefore, the preferred dividends paid
were not deducted from net income (loss) to determine net income (loss) to
common stock. The inclusion of Series A preferred stock in the computation
of earnings per share was antidilutive for the years and certain quarters
in 1994, 1993 and 1992. Other convertible securities and common stock
equivalents outstanding during each of the five years ended December 31,
1995, 1994, 1993, 1992 and 1991 were not materially dilutive.
(h) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the Statements of
Income. In addition, 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.
107
<PAGE>
EL PASO
SELECTED FINANCIAL DATA
The summary financial data set forth below have been derived from the
financial statements of El Paso for each of the five fiscal years ended
December 31, 1995 and the unaudited six month periods ended June 30, 1996 and
June 30, 1995. The financial statements for each of the five fiscal years for
the period ended December 31, 1995 have been audited by Coopers & Lybrand
L.L.P., independent accountants. The summary consolidated financial data set
forth below as of and for each of the six-month periods ended June 30, 1996
and 1995 were derived from the unaudited condensed financial statements of El
Paso and its consolidated subsidiaries. In the opinion of El Paso's
management, the summary consolidated financial data of El Paso as of and for
the six months ended June 30, 1996 and 1995 include all adjusting entries
(consisting only of normal recurring adjustments) necessary to present fairly
the information set forth therein. The results of operations for the six
months ended June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
This information should be read in conjunction with the historical financial
statements and notes thereto contained in the El Paso Annual Report on Form
10-K for the year ended December 31, 1995 and the El Paso Quarterly Report on
Form 10-Q for the six months ended June 30, 1996, which are incorporated by
reference herein, and in conjunction with the Unaudited Pro Forma Combined
Financial Statements of El Paso and Tenneco Energy and notes thereto included
elsewhere in this Joint Proxy Statement-Prospectus. See "AVAILABLE
INFORMATION," "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE," and
"UNAUDITED PRO FORMA FINANCIAL INFORMATION."
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
----------------- ------------------------------------
1996(E) 1995 1995(E) 1994 1993(F) 1992 1991
------- ------ ------- ------ ------- ------ ------
(IN MILLIONS, EXCEPT PER COMMON SHARE AMOUNTS AND
RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Operating revenues...... $1,193 $ 389 $1,038 $ 870 $ 909 $ 803 $ 735
Depreciation, depletion,
and amortization....... 43 34 72 65 54 73 61
Litigation special
charge................. -- -- -- 15 -- -- --
Employee separation and
asset impairment
charge(a).............. 99 -- -- -- -- -- --
Operating income........ 29 109 212 222 229 185 185
Income (loss) from
continuing operations
before income taxes.... (18) 70 133 148 151 123 141
Income taxes (benefit).. (7) 28 48 58 59 47 52
Income (loss) from
continuing operations.. (11) 42 85 90 92 76 89
Earnings (loss) per
common share from
continuing operations.. (0.31) 1.21 2.47 2.45 2.46 2.12 2.82
Cash dividends declared
per common share(b).... 0.70 0.66 1.32 1.21 1.10 0.75 --
Average common shares
outstanding............ 35,264 34,976 34,495 36,632 37,212 36,049 31,422
Ratio of earnings to
combined fixed charges
and preferred stock
dividend requirements.. --(g) 2.59 2.51 2.87 3.04 2.73 2.86
<CAPTION>
JUNE 30, DECEMBER 31,
----------------- ------------------------------------
1996(E) 1995 1995(E) 1994 1993(F) 1992 1991
------- ------ ------- ------ ------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Total assets............ $2,764 $2,266 $2,535 $2,332 $2,270 $2,051 $2,302
Payable to Burlington
Resources Inc.,
including current
portion................ -- -- -- -- -- -- 625
Long-term debt(c)....... 670 775 772 779 796 637 250
Stockholders' equity(d). 688 691 712 710 708 669 815
</TABLE>
- -------
(a) Charge of $99 million pre-tax ($60 million after tax) to reflect costs
associated with the implementation of a workforce reduction plan and the
impairment of certain long-lived assets. Earnings per common share for the
six months ended June 30, 1996 before giving effect to this charge would
have been $1.41 compared to $(0.31).
(b) Represents dividends declared subsequent to El Paso's March 1992 initial
public offering.
(c) Excludes current maturities.
(d) In May 1991, El Paso declared and paid a dividend of $175 million to The
El Paso Company (formerly the parent company of El Paso). In September
1991, El Paso declared a dividend of all its Oil and Gas Operations
Segment to The El Paso Company. The total amount of that dividend was $925
million. In addition, El Paso declared and paid dividends to Burlington
Resources Inc. totaling $55 million in 1991 and $274 million prior to El
Paso's March 1992 initial public offering.
(e) Reflects the consolidation in September 1995 of Eastex Energy Inc., in
December 1995 of Premier Gas Company, and in June 1996 of Cornerstone
Natural Gas Company.
(f) Mojave Pipeline Company was consolidated beginning May 1993.
(g) Earnings for the six months ended June 30, 1996 were inadequate to cover
fixed charges by $18 million due to a special charge for employee
separation and asset impairments of $99 million pre-tax.
108
<PAGE>
TENNECO ENERGY
COMBINED SELECTED FINANCIAL DATA
The combined selected financial data as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993 were derived from the
audited Combined Financial Statements of Tenneco Energy. The combined selected
financial data as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991 are unaudited and were derived from the accounting
records of Tenneco. The combined selected financial data as of and for each of
the six-month periods ended June 30, 1996 and 1995 were derived from the
unaudited Combined Financial Statements of Tenneco Energy. In the opinion of
Tenneco Energy's management, the combined selected financial data of Tenneco
Energy as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991, and as of and for the six months ended June 30, 1996 and
1995 include all adjusting entries (consisting only of normal recurring
adjustments) necessary to present fairly the information set forth therein.
The results of operations for the six months ended June 30, 1996 should not be
regarded as indicative of the results that may be expected for the full year.
This information should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of the Energy
Business and Tenneco Energy's Combined Financial Statements, and notes
thereto, included elsewhere in this Joint Proxy Statement-Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- -----------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
(MILLIONS) ------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating
revenues.............. $1,370 $ 939 $1,921 $2,381 $2,866 $2,221 $2,216
====== ====== ====== ====== ====== ====== ======
Income before interest
expense and income
taxes ................ $ 188 $ 140 $ 268 $ 367 $ 419 $ 337 $ 475(c)
Interest expense (net
of interest capital-
ized)................. 63 61 122 142 127 94 121
Income tax expense
(benefit)............. 22 32 (11) 72 104 63 103
------ ------ ------ ------ ------ ------ ------
Income before
extraordinary loss and
cumulative effect of
changes in accounting
principles, net of
income tax............ 103 47 157 153 188 180 251
Extraordinary loss, net
of income tax......... -- -- -- -- (25)(d) (9)(e) --
Cumulative effect of
changes in accounting
principles, net of in-
come tax.............. -- -- -- -- -- (332)(f) --
------ ------ ------ ------ ------ ------ ------
Net income (loss)...... $ 103 $ 47 $ 157 $ 153 $ 163 $ (161) $ 251
====== ====== ====== ====== ====== ====== ======
BALANCE SHEET DATA(B):
Total assets........... $5,539 $5,799 $5,792 $5,730 $4,290 $4,054 $4,464
Short-term debt(g)..... 521 376 456 399 304 392 338
Long-term debt(g)...... 1,519 1,737 1,811 2,242 2,019 2,282 2,674
Combined equity........ 1,054 899 687 382 (652) (1,503) (1,120)
STATEMENT OF CASH FLOWS
DATA(B):
Net cash provided
(used) by operating
activities............ $ (185) $ 174 $ 765 $ (278) $ 209 $ 729 $ 84
Net cash provided
(used) by investing
activities............ 117 (266) (537) (229) (35) (383) 61
Net cash provided
(used) by financing
activities............ (81) 63 (27) 426 (49) (393) (190)
Capital expenditures... 164 113 337 345 171 253 298
</TABLE>
- -------
(a)For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Energy Business
included elsewhere herein.
(b) During 1995, 1994 and 1993, Tenneco Energy completed several acquisitions
and dispositions, the most significant of which was the acquisition of the
natural gas pipeline assets of the Pipeline Authority of South Australia
in 1995 and the disposition of its 50% interest in Kern River Gas
Transmission Company in 1995. See Notes 4 and 5 to the Combined Financial
Statements of Tenneco Energy, included elsewhere in this Joint Proxy
Statement-Prospectus, for further information on the Tenneco Energy
acquisitions and dispositions.
(c) Includes a gain of $265 million related to the sale of Tenneco Energy's
natural gas liquids business, including its interest in an MTBE plant then
under construction.
(d) During 1993, Tenneco Energy recorded an extraordinary loss as a result of
the prepayment of long-term debt. See Note 5 to the Combined Financial
Statements of Tenneco Energy, included elsewhere in this Joint Proxy
Statement-Prospectus, for further information on the Tenneco Energy
extraordinary loss.
(e) During 1992, Tenneco Energy recorded an extraordinary loss as a result of
the defeasance of $310 million of its high interest bearing long-term
debt.
(f) In 1992, Tenneco Energy adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
for Income Taxes."
(g) Amounts are net of allocations from Tenneco to New Tenneco and Newport
News. The allocation is based on the portion of Tenneco's investment in
New Tenneco and Newport News which is deemed to be debt, generally based
on the ratio of New Tenneco's and Newport News' net assets to Tenneco
consolidated net assets plus debt. 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. Management
believes that the historical allocation of corporate debt and interest
expense is reasonable; however, it is not necessarily indicative of
Tenneco Energy's debt and interest expense upon completion of the Debt
Realignment. See Note 6 to the Combined Financial Statements of Tenneco
Energy, included elsewhere in this Joint Proxy Statement-Prospectus.
109
<PAGE>
NEW TENNECO
COMBINED SELECTED FINANCIAL DATA
The combined selected financial data as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993 were derived from the
audited Combined Financial Statements of New Tenneco. The combined selected
financial data as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991 are unaudited and were derived from the accounting
records of Tenneco. The combined selected financial data as of and for each of
the six-month periods ended June 30, 1996 and 1995 were derived from the
unaudited Combined Financial Statements of New Tenneco. In the opinion of New
Tenneco's management, the combined selected financial data of New Tenneco as
of December 31, 1993, 1992 and 1991 and for the years ended December 31, 1992
and 1991, and as of and for the six months ended June 30, 1996 and 1995
include all adjusting entries (consisting only of normal recurring
adjustments) necessary to present fairly the information set forth therein.
The results of operations for the six months ended June 30, 1996 should not be
regarded as indicative of the results that may be expected for the full year.
This information should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of New Tenneco
and New Tenneco's Combined Financial Statements, and notes thereto, included
in the New Tenneco Information Statement attached hereto as Appendix C.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- -----------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
(MILLIONS) ------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating revenues
from continuing operations--
Automotive............ $1,463 $1,263 $2,479 $1,989 $1,785 $1,763 $1,668
Packaging............. 1,775 1,318 2,752 2,184 2,042 2,078 1,934
Intergroup sales and
other................ (5) (4) (10) (7) (7) (5) (5)
------ ------ ------ ------ ------ ------ ------
Total................ $3,233 $2,577 $5,221 $4,166 $3,820 $3,836 $3,597
====== ====== ====== ====== ====== ====== ======
Income from continuing
operations before
interest expense,
income taxes and
minority interest--
Automotive............ $ 163 $ 134 $ 240 $223 $ 222 $ 237 $ 188
Packaging............. 256 244 430 209 139 221 139
Other................. (5) -- 2 24 20 7 3
------ ------ ------ ------ ------ ------ ------
Total................ 414 378 672 456 381 465 330
Interest expense (net
of interest capital-
ized)................. 100 74 160 104 101 102 111
Income tax expense..... 126 124 231 114 115 154 80
Minority interest...... 10 12 23 -- -- -- --
------ ------ ------ ------ ------ ------ ------
Income from continuing
operations............ 178 168 258 238 165 209 139
Loss from discontinued
operations, net of
income tax............ -- -- -- (31) (7) (7) (12)
Cumulative effects of
changes in accounting
principles, net of
income tax............ -- -- -- (7)(c) -- (99)(c) --
------ ------ ------ ------ ------ ------ ------
Net income............. $ 178 $ 168 $ 258 $ 200 $ 158 $ 103 $ 127
====== ====== ====== ====== ====== ====== ======
BALANCE SHEET DATA(B):
Total assets........... $6,523 $4,430 $6,117 $3,940 $3,029 $2,812 $2,792
Short-term debt(d)..... 530 205 384 108 94 182 758
Long-term debt(d)...... 1,573 1,246 1,648 1,039 1,178 1,675 1,555
Minority interest...... 301 297 301 301 1 1 2
Combined equity........ 2,168 1,163 1,852 987 533 (87) (553)
STATEMENT OF CASH FLOWS
DATA(B):
Net cash provided
(used) by operating
activities............ $ 199 $ (9) $ 489 $ 571 $ 324 $ 121 $ 503
Net cash provided
(used) by investing
activities............ (340) (206) (2,041) (303) (152) (78) (237)
Net cash provided
(used) by financing
activities............ 169 (52) 1,297 50 (165) (41) (251)
Capital expenditures
for continuing
operations............ 263 179 562 280 217 159 202
OTHER DATA:
EBITDA(e).............. $ 551 $ 458 $ 845 $ 598 $ 518 $ 595 $ 463
</TABLE>
- -------
(a) For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of New Tenneco included in
the New Tenneco Information Statement attached hereto as Appendix C.
(b) During 1995 and 1994, Tenneco Automotive and Tenneco Packaging each
completed several acquisitions, the most significant of which was Tenneco
Packaging's acquisition of Mobil Plastics for $1.3 billion in late 1995.
See Note 4 to the Combined Financial Statements of New Tenneco, included
in the New Tenneco Information Statement attached hereto as Appendix C,
for further information on New Tenneco's acquisitions.
(c) In 1994, New Tenneco adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits". In 1992, New Tenneco adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts include debt allocated to New Tenneco from Tenneco
based on the portion of Tenneco's investment in New Tenneco which is
deemed to be debt, generally based upon the ratio of New Tenneco's net
assets to Tenneco consolidated net assets plus debt. 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. Management believes that the historical allocation of corporate
debt and interest expense is reasonable; however, it is not necessarily
indicative of New Tenneco's debt upon completion of the Debt Realignment,
nor debt and interest that may be incurred by New Tenneco as a separate
public entity. See the Combined Financial Statements of New Tenneco, and
notes thereto, included in the New Tenneco Information Statement attached
hereto as Appendix C.
(e) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the combined
historical Statements of Income. In addition, EBITDA should not be
considered as an alternative to net income or operating income, as an
indicator of the operating performance of New Tenneco or as an alternative
to operating cash flows as a measure of liquidity.
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NEWPORT NEWS
COMBINED SELECTED FINANCIAL DATA
The combined selected financial data as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993 were derived from the
audited Combined Financial Statements of Newport News. The combined selected
financial data as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991 are unaudited and were derived from the accounting
records of Tenneco. The combined selected financial data as of and for each of
the six-month periods ended June 30, 1996 and 1995 were derived from the
unaudited Combined Financial Statements of Newport News. In the opinion of
Newport News' management, the combined selected financial data of Newport News
as of December 31, 1993, 1992 and 1991 and for the years ended December 31,
1992 and 1991 and as of and for the six months ended June 30, 1996 and 1995
include all adjusting entries (consisting only of normal recurring
adjustments) necessary to present fairly the information set forth therein.
The results of operations for the six months ended June 30, 1996 should not be
regarded as indicative of the results that may be expected for the full year.
This information should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of Newport News
and the Newport News Combined Financial Statements, and notes thereto, which
are included in the Newport News Information Statement attached hereto as
Appendix D.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- --------------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
------- ------- ------- ------- ------- ------ ------
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF EARNINGS
DATA:
Net sales.............. $ 915 $ 845 $1,756 $1,753 $1,861 $2,265 $2,216
====== ====== ====== ====== ====== ====== ======
Operating earnings..... $ 81 $ 90 $ 157 $ 201 $ 210 $ 249 $ 224
Interest expense (net
of interest
capitalized).......... 17 20 29 30 36 42 23
Other.................. -- -- (3) 1 (15)(b) -- (2)
Provision for income
taxes................. 27 29 58 75 78 64 68
------ ------ ------ ------ ------ ------ ------
Earnings before
cumulative effect of
changes in accounting
principles............ 37 41 73 95 111 143 135
Cumulative effect of
changes in accounting
principles, net of
tax................... -- -- -- (4)(c) -- (93)(c) --
------ ------ ------ ------ ------ ------ ------
Net earnings........... $ 37 $ 41 $ 73 $ 91 $ 111 $ 50 $ 135
====== ====== ====== ====== ====== ====== ======
BALANCE SHEET DATA:
Working capital........ $ 41 $ 4 $ (19) $ (75) $ (121) $ (89) $ (470)
Total assets........... 1,452 1,337 1,380 1,263 1,235 1,450 1,412
Short-term debt (d).... 95 54 68 30 34 83 36
Long-term debt (d)..... 282 326 292 287 423 761 364
Combined equity........ 349 236 272 199 105 (173) (30)
STATEMENT OF CASH FLOWS
DATA:
Net cash provided
(used) by operating
activities............ $ (1) $ (18) $ 63 $ 182 $ 215 $ (174) $ 352
Net cash provided
(used) by investing
activities............ (45) (29) (87) (29) 21 6 (99)
Net cash provided
(used) by financing
activities............ 45 47 25 (154) (241) 181 (246)
Capital expenditures... 36 29 77 29 35 35 64
OTHER DATA:
EBITDA (e)............. $ 113 $ 123 $ 227 $ 270 $ 297 $ 323 $ 298
</TABLE>
- -------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993, and for the six months
ended June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Newport News, included
in the Newport News Information Statement attached hereto as Appendix D.
(b) Includes a gain of $15 million related to the sale of Sperry Marine
businesses.
(c) In 1994, Newport News adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits." In 1992, Newport News adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts represent debt allocated to Newport News from Tenneco
based on the portion of Tenneco's investment in Newport News which is
deemed to be debt, generally based upon the ratio of Newport News' net
assets to Tenneco consolidated net assets plus debt. 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. Management believes that the historical allocation of corporate
debt and interest expense is reasonable; however, it is not necessarily
indicative of Newport News' debt upon completion of the Debt Realignment,
nor debt and interest that may be incurred by Newport News as a separate
public entity. See the Combined Financial Statements of Newport News, and
notes thereto, included in the Newport News Information Statement attached
hereto as Appendix D.
(e) EBITDA represents earnings before cumulative effect of changes in
accounting principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon GAAP; however, the
amounts included in the EBITDA calculation are derived from amounts
included in the Statements of Earnings. In addition, EBITDA should not be
considered as an alternative to net income or operating income, as an
indicator of the operating performance of Newport News or as an
alternative to operating cash flows as a measure of liquidity.
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<PAGE>
INFORMATION CONCERNING TENNECO
Tenneco is a diversified industrial company conducting all of its operations
through its subsidiaries. The major businesses of Tenneco are (a) the Energy
Business--consisting primarily of the interstate and intrastate transportation
and marketing of natural gas and all of the discontinued operations of Tenneco
not involving the Industrial Business or the Shipbuilding Business, (b) the
Industrial Business--consisting primarily of Tenneco's administrative services
business and the manufacture and sale of automotive exhaust system parts and
ride control products and packaging materials, cartons, containers and
specialty packaging products for consumer and commercial markets, and (c) the
Shipbuilding Business--consisting primarily of the design, construction,
repair and overhauling of ships, such as nuclear powered aircraft carriers and
submarines for the United States Navy.
Prior to the consummation of the Distributions, Tenneco and certain of its
consolidated subsidiaries will complete the Corporate Restructuring
Transactions, which are designed to facilitate the Distributions and the
Merger by separating and dividing the Industrial Business and Shipbuilding
Business from the Energy Business (including the assets and liabilities
included therein that relate to the discontinued operations of Tenneco not
involving the Industrial Business or the Shipbuilding Business). Accordingly,
upon consummation of the Corporate Restructuring Transactions, New Tenneco and
Newport News will each be a direct wholly-owned subsidiary of Tenneco and will
own and operate, directly and through its direct and indirect subsidiaries,
the Industrial Business and Shipbuilding Business, respectively.
INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED
GENERAL
The Energy Business consists principally of the interstate transportation of
natural gas, as well as certain other related business operations not
generally subject to regulation by the FERC, such as gas marketing, intrastate
pipeline operations, international pipelines and power generation, domestic
power generation operations and oil and gas ventures. The Energy Business also
includes the assets and liabilities of Tenneco and its subsidiaries that do
not relate to the Industrial Business or Shipbuilding Business, including
those business operations that have been discontinued or sold. See "--
Discontinued and Other Operations." The information under the heading
"INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED" includes forward
looking statements, which should be read in conjunction with the factors
identified under "RISK FACTORS--Risks Relating to El Paso and Tenneco Energy."
INTERSTATE PIPELINE OPERATIONS
The Energy Group's interstate pipeline operations of the Energy Business
include the pipeline systems of wholly owned subsidiaries TGP, Midwestern Gas
Transmission Company ("Midwestern") and East Tennessee Natural Gas Company
("East Tennessee"), as well as certain joint ventures, which are primarily
engaged in the transportation and storage of natural gas for producers,
marketers, end-users and other gas transmission and distribution companies.
TGP's multiple-line system begins in gas-producing regions of Texas and
Louisiana, including the continental shelf of the Gulf of Mexico, and extends
into the northeastern section of the United States, including the New York
City and Boston metropolitan areas. Midwestern's pipeline system extends from
Portland, Tennessee, to Chicago, and principally serves the Chicago
metropolitan area. East Tennessee's pipeline system serves the states of
Tennessee, Virginia and Georgia. Revenues from the interstate gas sales and
transportation operations of the Energy Business accounted for approximately
45%, 39% and 40% of the total revenues of the Energy Business for 1993, 1994
and 1995, respectively.
The interstate gas transmission systems of the Energy Business include
approximately 16,300 miles of pipeline, gathering lines and sales laterals
(with 14,800 miles operated by TGP, 400 miles operated by Midwestern and 1,100
miles operated by East Tennessee), together with related facilities that
include 90 compressor stations with an aggregate of approximately 1.5 million
horsepower. The Energy Business also has
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<PAGE>
interests in or contractual rights to six underground and above-ground gas
storage facilities to permit increased deliveries of gas during peak demand
periods. The total design delivery capacity of the Energy Business' interstate
systems as of December 31, 1995 was approximately 4,800 million cubic feet
("MMCF") of gas per day, and approximately 5,600 MMCF on peak demand days,
which includes gas withdrawn from storage.
Gas Sales and Transportation
The following table sets forth the volumes of gas, stated in billions of
British thermal units ("BBtu"), sold and transported by the interstate
pipeline systems for the periods shown.
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Sales*...................................... 95,397 131,097 213,210
Transportation*............................. 2,139,169 2,183,944 2,118,936
--------- --------- ---------
Total..................................... 2,234,566 2,315,041 2,332,146
========= ========= =========
</TABLE>
- --------
* Sales and transportation volumes include all natural gas sold or transported
by the Energy Business' interstate pipeline systems (including the
proportionate share of transportation volumes of the joint ventures in which
the Energy Business had interests) and have not been adjusted to reflect the
sale of the Energy Group's (i) 50% interest in Kern River Gas Transmission
Company ("Kern River") in December 1995, (ii) 13.2% general partnership
interest in Iroquois Gas Transmission System, L.P. ("Iroquois") in June
1996, and (iii) 100% interest in Viking Gas Transmission Company ("Viking")
in 1993. Kern River owns a 904-mile pipeline system extending from Wyoming
to California, Iroquois owns a 370-mile pipeline extending from the Canadian
border at Waddington, New York to Long Island, New York and Viking owns a
549-mile pipeline extending from the Canadian border near Emerson, Manitoba
to Marshfield, Wisconsin. See "--Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Energy Business." Of
the total transportation volumes shown, Kern River transported approximately
135,827 BBtu, 129,964 BBtu and 127,624 BBtu during 1995, 1994 and 1993,
respectively, Iroquois transported approximately 45,272 BBtu, 32,489 BBtu
and 32,721 BBtu during 1995, 1994 and 1993, respectively, and Viking
transported approximately 58,579 BBtu during 1993.
Customers of the interstate pipeline operations of the Energy Business
include natural gas producers, marketers and end-users, as well as other gas
transmission and distribution companies. Substantially all of the revenues of
these operations are generated under long-term gas transmission contracts
entered into between the Energy Business and its customers. Contracts
representing approximately 70% of the firm transportation capacity of the
interstate pipeline operations of the Energy Business will be expiring over
the next five years, principally in the year 2000. Although the Energy
Business presently intends to pursue the renegotiation, extension and/or
replacement of these contracts, there can be no assurance as to whether the
Energy Business will be able to obtain extended or replacement contracts.
Federal Regulation
The interstate natural gas pipeline companies included in the Energy
Business are "natural gas companies" as defined in the Natural Gas Act of
1938, as amended (the "Natural Gas Act"). As such, these companies are subject
to the jurisdiction of the FERC. The interstate pipeline operations of the
Energy Business are operated pursuant to certificates of public convenience
and necessity issued under the Natural Gas Act and pursuant to the Natural Gas
Policy Act of 1978. The FERC regulates the interstate transportation and
certain sales of natural gas, including, among other things, rates and charges
allowed natural gas companies, extensions and abandonments of facilities and
service, rates of depreciation and amortization and the accounting system
utilized by the companies.
Prior to the FERC's industry restructuring initiatives in the 1980's, the
interstate pipeline companies included in the Energy Business operated
primarily as merchants, purchasing natural gas under long-term
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<PAGE>
contracts and reselling the gas to customers, also under long-term contracts.
On April 8, 1992, the FERC issued Order 636 which restructured the natural gas
industry by requiring mandatory unbundling of pipeline sales and
transportation services. Numerous parties appealed to the U.S. Court of
Appeals for the D.C. Circuit the legality of Order 636 generally, as well as
the legality of specific provisions of Order 636. On July 16, 1996, the U.S.
Court of Appeals for the D.C. Circuit issued its decision upholding, in large
part, Order 636. The court remanded to the FERC several issues for further
explanation, including further explanation of the FERC's decision to allow
pipelines to recover 100% of their GSR costs.
TGP implemented revisions to its tariff, effective on September 1, 1993,
which restructured its transportation, storage and sales services to convert
TGP from primarily a merchant to primarily a transporter of gas as required by
Order 636. As a result of this restructuring, TGP's gas sales declined while
certain obligations to producers under long-term gas supply contracts
continued, causing TGP to incur significant restructuring transition costs.
Pursuant to the provisions of Order 636 allowing for the recovery of
transition costs related to the restructuring, TGP has made filings to recover
GSR costs resulting from remaining gas purchase obligations, costs related to
its Bastian Bay facilities, the remaining unrecovered balance of purchased gas
("PGA") costs and the "stranded" cost of TGP's continuing contractual
obligation to pay for capacity on other pipeline systems ("TBO costs").
TGP's filings to recover costs related to its Bastian Bay facilities have
been rejected by the FERC based on the continued use of the gas production
from the field; however, the FERC recognized the ability of TGP to file for
the recovery of losses upon disposition of these assets. TGP has filed for
appellate review of the FERC actions and believes that certain Bastian Bay
costs will ultimately be recovered as transition costs under Order 636; the
FERC has not contested the ultimate recoverability of these costs.
The filings implementing TGP's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery was made subject to refund pending FERC review and approval for
eligibility and prudence: (i) direct-billing of unrecovered PGA costs to its
former sales customers over a twelve-month period; (ii) recovery of TBO costs,
which TGP is obligated to pay under existing contracts, through a surcharge
from firm transportation customers, adjusted annually; and (iii) GSR cost
recovery of 90% of such costs over a period of up to 36 months from firm
transportation customers and recovery of 10% of such costs from interruptible
transportation customers over a period of up to 60 months.
Following negotiations with its customers, TGP filed in July 1994 with the
FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides for
the recovery of approximately $100 million and the recovery of PGA costs
associated with the transfer of storage gas inventory to new storage customers
in TGP's restructuring proceeding. The PGA Stipulation eliminates all
challenges to the PGA costs, but establishes a cap on the charges that may be
imposed upon former sales customers. On November 15, 1994, the FERC issued an
order approving the PGA Stipulation and resolving all outstanding issues. On
April 5, 1995, the FERC issued its order on rehearing affirming its initial
approval of the PGA Stipulation. TGP implemented the terms of the PGA
Stipulation and made refunds in May 1995. The refunds had no material effect
on the net income reported by the Energy Business. The orders approving the
PGA Stipulation have been appealed to the D.C. Circuit Court of Appeals by
certain customers. TGP believes the FERC orders approving the PGA Stipulation
will be upheld on appeal.
TGP is recovering through a surcharge, subject to refund, TBO costs formerly
incurred to perform its sales function. The FERC subsequently issued an order
requiring TGP to refund certain costs from this surcharge and refunds were
made in May 1996. TGP is appealing this decision and believes such appeal will
likely be successful.
With regard to TGP's GSR costs, TGP, along with three other pipelines,
executed four separate settlement agreements with Dakota Gasification Company
and the U.S. Department of Energy and initiated four separate proceedings at
the FERC seeking approval to implement the settlement agreements. The
settlement resolved litigation concerning purchases made by TGP of synthetic
gas produced from the Great Plains Coal Gasification
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<PAGE>
plant ("Great Plains"). The FERC previously ruled that the costs related to
the Great Plains project are eligible for recovery through GSR and other
special recovery mechanisms and that the costs are eligible for recovery for
the duration of the term of the original gas purchase agreements. On October
18, 1994, the FERC consolidated the four proceedings and set them for hearing
before an administrative law judge ("ALJ"). The hearing, which concluded in
July 1995, was limited to the issue of whether the settlement agreements are
prudent. The ALJ concluded, in his initial decision issued in December 1995,
that the settlement was imprudent. TGP has filed exceptions to this initial
decision. Tenneco believes this decision will not impair TGP's recovery of the
costs resulting from this contract. On July 17, 1996, the FERC ordered oral
arguments to be heard in September 1996. Oral arguments were held before the
full FERC on September 25, 1996. A decision by the FERC is expected by the end
of the year.
Also related to TGP's GSR costs, on October 14, 1993, TGP was sued in the
State District Court of Ector County, Texas, by ICA Energy, Inc. ("ICA") and
TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and TransTexas
contended that TGP had an obligation to purchase gas production which
TransTexas thereafter attempted to add unilaterally to the reserves originally
dedicated to a 1979 gas contract. An amendment to the pleading sought $1.5
billion from TGP for alleged damages caused by TGP's refusal to purchase gas
produced from the TransTexas leases covering the new production and lands. In
June 1996, TGP reached a settlement with ICA and TransTexas for $125 million
wherein ICA and TransTexas agreed to terminate their contract rights, released
TGP from liability under the contract, and indemnified TGP against future
claims, including royalty owner claims. In connection with that litigation,
certain royalty interest owners filed a claim in July 1996 against TGP in Webb
County, Texas, alleging that they are sellers entitled to tender gas to TGP
under the settled contract. This claim falls under the indemnification
provisions of TGP's settlement with ICA and TransTexas, which requires ICA and
TransTexas to defend and indemnify TGP on this claim.
TGP has been engaged in other settlement and contract reformation
discussions with other holders of certain gas purchase contracts who have sued
TGP. On August 1, 1995, the Texas Supreme Court affirmed a ruling of the Court
of Appeals favorable to TGP in one of these matters and indicated that it
would remand the case to the trial court. On April 18, 1996, however, the
Texas Supreme Court withdrew its initial opinion and issued an opinion
reversing the Court of Appeals opinion on the matter which was favorable to
TGP. In June 1996, TGP filed a motion for rehearing with the Texas Supreme
Court which was denied in August 1996. The Texas Supreme Court's April 1996
ruling explicitly preserves TGP's defenses based on bad faith conduct of the
producers. Nothing in the Texas Supreme Court's decision affects TGP's ability
to seek recovery of its above-market costs of purchasing gas under the
contract from its customers as GSR costs in proceedings currently pending
before the FERC. In addition, TGP has initiated two lawsuits against the
holders of this gas purchase contract, seeking damages related to their
conduct in connection with that contract. TGP has accrued amounts which it
believes are appropriate to cover the resolution of the litigation associated
with its contract reformation efforts. See "RISK FACTORS--Risks Relating to El
Paso and Tenneco Energy--Regulated Industry; Potential Adverse Impact of
Pending Cost Recovery and Rate Proceedings."
As of June 30, 1996, TGP has deferred GSR costs yet to be recovered from its
customers of approximately $551 million, net of $380 million previously
recovered from its customers, subject to refund. The GSR Proceeding is
underway at the FERC with respect to the recovery of TGP's GSR costs.
Testimony has been completed in connection with Phase I of that proceeding
relating to the eligibility of GSR cost recovery; oral argument on eligibility
issues was originally set by a FERC ALJ for late October 1996. The Chief Judge
of the FERC has since issued orders (i) cancelling the October oral arguments,
(ii) convening settlement discussions which commenced on October 9, 1996, and
(iii) postponing scheduling an oral argument on eligibility issues.
Phase II of the proceeding on the prudency of the costs to be recovered and
on certain contract specific eligibility issues has not yet been scheduled,
but will likely occur sometime after the ALJ's decision in Phase I is issued.
The FERC has generally encouraged pipelines to settle such issues through
negotiations with customers. Although the Order 636 transition cost recovery
mechanism provides for complete recovery by pipelines of eligible and
prudently incurred transition costs, certain customers have challenged the
prudence and eligibility of TGP's GSR costs and TGP has engaged in settlement
discussions with its customers concerning the
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<PAGE>
amount of such costs in response to the FERC statements acknowledging the
desirability of such settlements. See "RISK FACTORS--Risks Relating to El Paso
and Tenneco Energy--Regulated Industry; Potential Adverse Impact of Pending
Cost Recovery and Rate Proceedings."
Given the uncertainty over the results of ongoing discussions between TGP
and its customers related to the recovery of GSR costs and the uncertainty
related to predicting the outcome of its gas purchase contract reformation
efforts and the associated litigation, Tenneco is unable to predict the timing
or the ultimate impact that the resolution of these issues will have on the
combined financial position or results of operations of the Energy Business.
On December 30, 1994, TGP filed for a general rate increase (the "1995 Rate
Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, TGP began
collecting rates, subject to refund, reflecting an $87 million increase in
TGP's annual revenue requirement. A Stipulation and Agreement was filed with
an ALJ in this proceeding on April 5, 1996. This Stipulation, which is
currently pending before the FERC, proposed to resolve the rates subject to
the 1995 Rate Case, including structural rate design and increased revenue
requirements, and TGP is reserving revenues it believes adequate to cover the
income impact from any refunds that may be required upon final settlement of
this proceeding. While Tenneco believes that the Stipulation for the
settlement of the 1995 Rate Case is likely to be approved substantially in its
current form, there can be no assurance that there will not be changes which
are adverse to the Energy Business.
For a discussion of recent FERC proceedings relating to the recovery by
Tenneco Energy of certain environmental costs as a component of the rates
charged by its interstate pipeline operations see "--Environmental Matters."
TGP, as with all interstate pipelines, is subject to FERC audit review of
its books and records. TGP currently has an open audit covering the years
1991-1994. The FERC audit staff is expected to issue an audit report by year
end.
Competition
The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, the interstate
pipelines of the Energy Business face competitive pressure from other major
pipeline systems, enabling local distribution companies and end users to
choose a supplier or switch suppliers based on the short term price of gas and
the cost of transportation. Competition between pipelines is particularly
intense in Midwestern's Chicago and Northern Indiana markets, in East
Tennessee's Roanoke, Chattanooga and Atlanta markets, and in TGP's supply
area, Louisiana and Texas. In some instances, the pipelines of the Energy
Business have been required to discount their transportation rates in order to
maintain their market share. As noted above, transportation contracts
representing approximately 70% of firm transportation capacity will be
expiring over the next five years, principally in the year 2000. The
renegotiation of these contracts may be impacted by these competitive factors.
Gas Supply
With full implementation of Order 636, TGP's firm sales obligations
requiring maintenance of long-term gas purchase contracts have declined from
over a 1.4 billion dekatherm maximum daily delivery obligation to less than a
200 million dekatherm maximum daily delivery obligation. TGP has substantially
reduced its natural gas purchase portfolio in line with these requirements
through termination and assignment to third parties. Although TGP's
requirements for purchased gas are substantially less than prior to its
implementation of Order 636, the Energy Business is pursuing the attachment of
gas supplies to TGP's pipeline system for transportation by others. Current
gas supply activities include development of offshore and onshore pipeline
gathering projects and utilization of production financing programs to spur
exploration and development drilling in areas adjacent to TGP's system. Major
gathering systems in the Gulf of Mexico were completed during the fourth
quarter of 1994.
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<PAGE>
GAS MARKETING, INTRASTATE PIPELINES AND RELATED SERVICES
Tenneco Energy Resources Corporation ("Tenneco Resources"), a wholly owned
subsidiary of Tenneco, and its subsidiaries are engaged primarily in the
businesses of marketing natural gas and owning and operating approximately
1,300 miles of pipelines that serve the Texas Gulf Coast and West Texas
markets.
Tenneco Resources' interstate marketing operations buy, sell and contract
for the transportation of up to 1.5 billion cubic feet of natural gas per day
from approximately 200 suppliers, through 40 pipelines to about 400 customers,
marketers and end-users. Tenneco Resources offers a portfolio of products and
services which are intended to help distributors, end-users and producers
manage their entire gas sales and purchasing processes, from budget control
and risk management to flexible takes and daily balances. Tenneco Resources
also owns and manages gas gathering systems and natural gas processing plants
in Pennsylvania, Texas and Louisiana. Additionally, Tenneco Resources owns and
operates, either directly or through joint ventures, approximately 1,300 miles
of intrastate pipelines in the Texas Gulf Coast and West Texas markets. In
addition to offering transportation capacity, these intrastate pipeline
operations manage buying, selling and transportation services for almost one
billion cubic feet of natural gas per day, serving approximately 150 suppliers
and 50 customers and shippers. The intrastate pipeline operations also provide
swing storage services and access to major intrastate and interstate pipelines
in Texas. Revenues from the operations of Tenneco Resources accounted for
approximately 55%, 61% and 57% of the total revenue of the Energy Business for
1993, 1994 and 1995, respectively.
The following table sets forth the volumes of gas, stated in BBtu, sold and
transported by Tenneco Resources for the periods indicated:
<TABLE>
<CAPTION>
1995 1994 1993
------- --------- -------
<S> <C> <C> <C>
Sales........................................... 642,096 739,432 741,800
Transportation.................................. 229,415 273,587 235,940
------- --------- -------
Total......................................... 871,511 1,013,019 977,740
======= ========= =======
</TABLE>
In February 1994, the Energy Business sold a 20% interest in Tenneco
Resources to Ruhrgas AG, Germany's largest natural gas company. As part of the
sale, Tenneco agreed that neither it nor any of its affiliates would engage in
gas marketing activities in North America and certain gas processing and
gathering activities except through Tenneco Resources. The Energy Business
purchased this 20% interest in Tenneco Resources in September 1996 for $41
million.
INTERNATIONAL, POWER GENERATION AND VENTURES
The Energy Business is presently engaged in various other energy-related
businesses that are consistent with Tenneco Energy's overall goal of
diversifying its operations into businesses that are not regulated by the
FERC.
International Operations. The Energy Business has recently undertaken
various activities to extend TGP's traditional activities in North American
pipelines to international pipeline, power, and energy-related projects, with
a current focus on activities in Latin America, Southeast Asia, Australia and
Europe.
In 1995, the Energy Business was selected to construct, own and operate a
470 mile natural gas pipeline in Queensland, Australia at a total cost of $170
million. Construction of the pipeline commenced in late 1995 and completion is
scheduled for December 1996. It is estimated that, as of June 30, 1996,
completion of the Queensland pipeline would require an additional $56 million
of capital expenditures. Additionally, in June 1995 Tenneco acquired the
natural gas pipeline assets of the Pipeline Authority of South Australia,
which includes a 488 mile pipeline, for $225 million. El Paso and Tenneco are
currently working together to monetize certain of Tenneco's Australian assets
as part of the Refinancing Transactions. See "--Operation of the Energy
Business after the Merger" and "UNAUDITED PRO FORMA FINANCIAL INFORMATION--
Unaudited Pro Forma
117
<PAGE>
Combined Financial Statements of El Paso and Tenneco Energy." The Energy
Business also has interests in a consortium pursuing the development of a
natural gas pipeline from Bolivia to Brazil and related gas-fired electric
generation plants. In December 1995, Tenneco Energy was selected by the
Beijing Natural Gas Transportation Company ("BGTC") to serve as a paid
technical advisor for the construction of China's first major onshore natural
gas pipeline. BGTC, a joint venture between the Chinese National Petroleum
Corporation and the city of Beijing, will build a 600 mile line linking the
Jingbian gas field in central China's Eerdous Basin with Beijing. Construction
commenced in March 1996, with an in-service date scheduled for October 1997.
Power Generation Operations. The Energy Business' power unit is involved in
developing, building, owning, operating and acquiring energy-related
infrastructure domestically and internationally, by capitalizing on the
experience of the Energy Business in major project development and gas
technologies, transportation and supply. Areas targeted for development
include Australia, Southeast Asia, central and eastern Europe and Latin
America.
Tenneco Power Generation Company ("Tenneco Power") has a 17.5% interest in a
240 megawatt power plant in Springfield, Massachusetts, and 50% interests in
two additional cogeneration projects in Florida which have a combined capacity
of 220 megawatts. El Paso and Tenneco are currently working together to
monetize the Energy Business interests in one of these Florida cogeneration
projects as part of the Refinancing Transactions. See "--Operation of the
Energy Business after the Merger" and "UNAUDITED PRO FORMA FINANCIAL
INFORMATION--Unaudited Pro Forma Combined Financial Statements of El Paso and
Tenneco Energy." In May 1996, Tenneco Power acquired from Energy Equity Corp.,
Ltd., an Australian company, a 50% interest in two of its subsidiaries which
participate in a joint venture to construct a 135 megawatt gas fired power
plant in Indonesia.
Tenneco Ventures. Tenneco Gas Production Corporation ("Tenneco Production")
and Tenneco Ventures Corporation ("Tenneco Ventures"), subsidiaries of
Tenneco, together with institutional investors and partners, invest in oil and
gas properties and finance independent producers engaged in exploration and
development projects. Tenneco Ventures and Tenneco Production hold various
ownership interests in oil and gas fields located primarily in the Gulf of
Mexico, Texas and Louisiana. Tenneco Ventures is also involved in Tenneco
Energy's international projects through exploration and development of gas
reserves in Indonesia, Poland and Bolivia. It is presently expected that,
after consummation of the Merger, El Paso will sell Tenneco Ventures and
Tenneco Production as part of the Refinancing Transactions, the proceeds of
which sale will be used to repay Tenneco debt. See "--Operation of the Energy
Business After the Merger" and "UNAUDITED PRO FORMA FINANCIAL INFORMATION--
Unaudited Pro Forma Combined Financial Statements of El Paso and Tenneco
Energy."
DISCONTINUED AND OTHER OPERATIONS
In addition to the operating assets and liabilities of the Energy Business,
upon consummation of the Merger and the other components of the Transaction,
including the Distributions, Tenneco (which will then be a subsidiary of El
Paso) will continue to hold certain limited assets and be responsible for the
liabilities of the existing and discontinued operations and businesses of
Tenneco and its subsidiaries other than those relating to the Industrial
Business or the Shipbuilding Business. These assets and liabilities consist
primarily of Tenneco's remaining interests in various discontinued operations
which were engaged in (i) natural gas pipeline transmission, gathering and
processing, (ii) chemicals production, (iii) the manufacture of farm and
construction equipment through Case Corporation ("Case") and related
companies, (iv) the extraction of minerals and other natural resources, (v)
oil and gas exploration, production and marketing through Tenneco Oil Company
and other companies, (vi) agricultural and urban development, and (vii)
insurance. The Energy Business has established reserves which it believes are
adequate to cover these liabilities related to the various discontinued
operations of Tenneco for which it will remain liable following consummation
of the Transaction. See Note 13 to the Tenneco Energy Combined Financial
Statements included elsewhere herein and "--Environmental Matters."
EMPLOYEES
As of June 30, 1996, the Energy Business had approximately 3,200 full-time
employees.
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<PAGE>
PROPERTIES
Tenneco believes that substantially all of the facilities and equipment of
the Energy Business 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.
Tenneco also believes that it has generally satisfactory title to the
properties owned and used in the Energy Business, subject to liens for current
taxes and easements, restrictions and other liens which do not materially
detract from the value of such property or the interests therein or the use of
such properties in its businesses.
OPERATION OF THE ENERGY BUSINESS AFTER THE MERGER
General. El Paso is currently engaged in a comprehensive review of the
business and operations of the Energy Business. Following the completion of
such review and the Merger, El Paso has indicated that it plans to integrate,
for the most part, the operations of the Energy Business with those of El Paso
to increase operating and administrative efficiency through consolidation and
reengineering of facilities, workforce reductions and coordination of
purchasing, sales and marketing activities. El Paso has indicated that it
anticipates that the complementary interstate and intrastate pipeline
operations and gas marketing activities of El Paso and the Energy Business
should provide the combined company with increased operating flexibility and
access to additional customers and markets.
Refinancing Transactions. El Paso has indicated that it intends to undertake
the Refinancing Transactions in order to reduce the amount of Tenneco debt
that would otherwise be outstanding after consummation of the Transaction.
Accordingly, El Paso and Tenneco currently are working together to monetize
certain assets of the Energy Business through asset sales and non-recourse
project financings which currently are expected to provide net proceeds to
Tenneco of $500 million. El Paso has indicated that these proceeds will be
used to repay outstanding borrowings under the Tenneco Credit Facility. Assets
to be sold include Tenneco Ventures and Tenneco Production and a 50% interest
in Tenneco's Australian pipeline operations. Project financings include one of
Tenneco's U.S. cogeneration facilities and the Australian pipeline operations.
Subject to market conditions, El Paso also currently intends to undertake a
public offering of El Paso equity securities after the Merger for anticipated
net proceeds of approximately $200 million. With the proceeds of this
offering, El Paso will purchase from Tenneco approximately $200 million of
Subordinated Junior Preferred Stock (that will be subordinate to the Tenneco
Junior Preferred Stock issued in the NPS Issuance). The proceeds to Tenneco
from any offering of such Subordinated Junior Preferred Stock would be used to
repay outstanding borrowings under the Tenneco Credit Facility.
In addition, as market conditions may allow, El Paso may refinance Tenneco's
post-Transaction debt through a sale of senior debt securities of Tenneco
and/or Tennessee to the public. See "RISK FACTORS--Risks Relating to the
Transaction--Consummation of the Refinancing Transactions."
ENVIRONMENTAL MATTERS
Since 1988, TGP has been engaged in an internal project to identify and deal
with the presence of polychlorinated biphenyls ("PCBs") and other substances
of concern, including substances on the U.S. Environmental Protection Agency
("EPA") List of Hazardous Substances ("HS List") at compressor stations and
other facilities operated by both its interstate and intrastate natural gas
pipeline systems. While conducting this project, TGP has been in frequent
contact with federal and state regulatory agencies, both through informal
negotiation and formal entry of consent orders, in order to assure that its
efforts meet regulatory requirements.
Tenneco has established a reserve for TGP's environmental expenses, which
includes: (i) expected remediation expense and associated onsite, offsite and
groundwater technical studies; (ii) legal fees; and (iii) settlement of third-
party and governmental litigation, including civil penalties. Through June 30,
1996, Tenneco has charged approximately $156 million against the environmental
reserve, excluding recoveries related
119
<PAGE>
to TGP's environmental settlement as discussed below. Of the remaining
reserve, $24 million has been recorded on the combined balance sheet under
"Payables-trade" and $132 million under "Deferred credits and other
liabilities."
Due to the current uncertainty regarding the further activity necessary for
TGP to address the presence of the PCBs, the substances on the HS List and
other substances of concern on its sites, including the requirements for
additional site characterization, the actual amount of such substances at the
sites, and the final, site-specific cleanup decisions to be made with respect
to cleanup levels and remediation technologies, Tenneco cannot at this time
accurately project what additional costs, if any, may arise from future
characterization and remediation activities. While there are still many
uncertainties relating to the ultimate costs which may be incurred, based upon
TGP's evaluation and experience to date, Tenneco continues to believe that the
recorded estimate for the reserve is adequate.
Following negotiations with its customers, TGP in May 1995 filed with the
FERC a separate Stipulation and Agreement (the "Environmental Stipulation")
that establishes a mechanism for recovering a substantial portion of the
environmental costs. In November 1995, the FERC issued an order approving the
Environmental Stipulation. Although one shipper filed for rehearing, the FERC
denied rehearing of its order on February 20, 1996. This shipper filed a
Petition for Review on April 22, 1996 in the D.C. Circuit Court of Appeals;
TGP believes the FERC order approving the Environmental Stipulation will be
upheld on appeal. The effects of the Environmental Stipulation, which was
effective as of July 1, 1995, have been recorded with no material effect on
the combined financial position or results of operations of the Energy
Business. As of June 30, 1996, the balance of the regulatory asset is $61
million.
The Energy Business has completed settlements with and has received payments
from the majority of its liability insurance policy carriers for remediation
costs and related claims. Tenneco believes that the likelihood of recovery of
a portion of these remediation costs and claims against the remaining carriers
in its pending litigation is reasonably possible. In addition, TGP has settled
its pending litigation against and received payment from the manufacturer of
the PCB-containing lubricant. These recoveries have been considered in TGP's
recording of its environmental settlement with its customers.
TGP is a party in proceedings involving federal and state authorities
regarding the past use by TGP of a lubricant containing PCBs in its starting
air systems. TGP has executed a consent order with the EPA governing the
remediation of certain of its compressor stations and is working with the
Pennsylvania and New York environmental agencies to specify the remediation
requirements at the Pennsylvania and New York stations. Remediation activities
in Pennsylvania are essentially complete; in addition, pursuant to the Consent
Order dated August 1, 1995, between Tenneco and the Pennsylvania Department of
Environmental Protection, Tenneco funded an environmentally beneficial project
for $450,000 in April 1996. Remediation and characterization work at the
compressor stations under its consent order with the EPA and the jurisdiction
of the New York Department of Environmental Conservation is ongoing. Tenneco
believes that the ultimate resolution of these matters will not have a
material adverse effect on the combined financial position or results of
operations of the Energy Business.
TGP sold its subsidiary which owns a 13.2% general partnership interest in
Iroquois to ANR Iroquois Inc., a subsidiary of The Coastal Corporation.
Iroquois owns an interstate gas pipeline from the Canadian border through the
states of New York and Connecticut to Long Island. TGP is still under contract
to provide gas dispatching as well as post-construction field operation and
maintenance services for the operator of Iroquois, but TGP is not the operator
and is not an affiliate of the operator of Iroquois' pipeline system. A global
settlement was entered into during the second quarter of 1996 by Iroquois and
the operator of Iroquois' pipeline system with the Federal and New York State
authorities resolving all criminal, civil and administrative enforcement
actions contemplated by such authorities as a result of their investigation of
alleged environmental violations which occurred during the construction of the
pipeline. Due to the sale of Tenneco's interest in Iroquois, Tenneco believes
that any environmental matters relating to the construction and operation of
the pipeline system by Iroquois will not have a material adverse effect on the
combined financial position or results of operations of the Energy Business.
120
<PAGE>
Tenneco has identified other sites in its various operating divisions
included within the Energy Business where environmental remediation expense
may be required should there be a change in ownership, operations or
applicable regulations. These possibilities cannot be predicted or quantified
at this time and accordingly, no provision has been recorded. However,
provisions have been made for all instances where it has been determined that
the incurrence of any material remedial expense is reasonably possible.
Tenneco believes that the provisions recorded for environmental exposures of
the Energy Business are adequate based on current estimates.
In Commonwealth of Kentucky, Natural Resources and Environmental Protection
Cabinet v. Tennessee Gas Pipeline Company (Franklin County Circuit Court,
Docket No. 88-C1-1531, November 16, 1988), the Kentucky environmental agency
alleged that TGP discharged pollutants into the waters of the state without a
permit and disposed of PCBs without a permit. The agency sought an injunction
against future discharges, sought an order to remediate or remove PCBs, and
sought a civil penalty. TGP has entered into agreed orders with the agency to
resolve many of the issues raised in the original allegations, has received
water discharge permits for its Kentucky stations from the agency, and
continues to work to resolve the remaining issues. Counsel for Tenneco are
unable to express an opinion as to the ultimate outcome. Tenneco believes that
the resolution of this issue will not have a material adverse effect on the
combined financial position or results of operations of the Energy Business.
Certain of the entities included in the Energy Business have been
designated, have received notice that they could be designated or have been
asked for information to determine whether they could be designated as
potentially responsible parties with respect to 26 "Superfund" sites (of which
24 are related to discontinued operations included within the Energy
Business). The Energy Business has sought to resolve its liability with
respect to these sites through indemnification by third parties and/or
settlements which provide for payment of the Energy Business' allocable share
of remediation costs. Tenneco has estimated the Energy Business' share of the
remediation costs at these sites to be between $7 million and $41 million and
has provided reserves that it believes are adequate for such costs. Because
the clean-up costs are estimates and are subject to revision as more
information becomes available about the extent of remediation required,
Tenneco's estimate of the Energy Business' share of remediation costs could
change. Moreover, liability under the federal Superfund statute (the
Comprehensive Environmental Response, Compensation and Liability Act), is
joint and several, meaning that the Energy Business could be required to pay
in excess of its pro rata share of remediation costs. Tenneco's understanding
of the financial strength of other potentially responsible parties has been
considered, where appropriate, in its determination of the estimated liability
of the Energy Business as described herein. Tenneco presently believes that
the costs associated with the current status of such Energy Business entities
as potentially responsible parties at the Superfund sites referenced above
will not have a material adverse effect on the combined financial position or
results of operations of the Energy Business.
In addition, the Energy Business includes liabilities to remediate a number
of formerly owned or leased sites, and certain other sites associated with the
discontinued operations included in the Energy Business, pursuant to state and
federal laws enacted for the protection of the environment. Tenneco estimates
the Energy Business' share of the remediation costs at these sites to be
between $23 million and $43 million and has provided reserves that it believes
are adequate for such costs. Because the clean-up costs are estimates and are
subject to revision as more information becomes available about the extent of
remediation required, Tenneco's estimate of the Energy Business' share of
remediation costs could change. Tenneco presently believes that the costs to
remediate these sites will not have a material adverse effect on the combined
financial position or results of operations of the Energy Business.
For additional information concerning environmental matters, see the caption
"Environmental Matters" under Note 15 in the notes to the Tenneco Energy
Combined Financial Statements included elsewhere herein.
For a discussion of various regulatory proceedings involving cost recovery
and contract reformation in connection with the interstate pipeline operations
of the Energy Business, see "--Interstate Pipeline Operations--Federal
Regulation."
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<PAGE>
LEGAL PROCEEDINGS
In addition to the proceedings described herein under "--Environmental
Matters" and "--Interstate Pipeline Operations--Federal Regulation," Tenneco
and its subsidiaries are parties to numerous other legal proceedings relating
to the Energy Business and arising from their present and former operations.
Tenneco Energy believes that the outcome of these other proceedings,
individually and in the aggregate, will have no material adverse effect on the
combined financial condition or results of operations of the Energy Business.
TENNECO CREDIT FACILITY
Tenneco intends to enter into the Tenneco Credit Facility in connection with
the Transaction, under which it is expected that a syndicate of banks (the
"Lenders") will commit to provide up to $3 billion of financing to Tenneco on
an unsecured basis. It is expected that Chase Securities Inc. will arrange the
Tenneco Credit Facility and The Chase Manhattan Bank will act as agent for the
Lenders. The Tenneco Credit Facility is expected to be a 364-day revolving
credit facility, with a two-year term thereafter, the proceeds of which will
be used to effect the Debt Realignment and for other general corporate
purposes and, upon consummation of the Merger, will be guaranteed by El Paso.
Initial borrowings under the Tenneco Credit Facility are expected to occur
on or shortly before the Merger Effective Time. See "UNAUDITED PRO FORMA
FINANCIAL INFORMATION--Unaudited Pro Forma Combined Financial Statements of El
Paso and Tenneco Energy" for a description of the application of the proceeds
of such borrowings. The borrowings under the Tenneco Credit Facility will
mature on , 1999.
Borrowings under the Tenneco Credit Facility are expected to bear interest
at a rate per annum equal to, at Tenneco's option, either
(a) the highest of (i) the rate from time to time publicly announced by
The Chase Manhattan Bank in New York City as its prime rate, (ii) the
federal funds effective rate from time to time plus 1/2 of 1%, and (iii)
the secondary market rate for certificates of deposit plus 1/2 of 1% (such
higher rate, the "Alternate Base Rate"), plus in each case, the Applicable
Margin (as defined); or
(b) the average of the rates at which eurodollar deposits for one, two,
three or six months or, subject to availability to each lender, nine or 12
months (as selected by Tenneco) are offered in the interbank eurodollar
market in the approximate amount of the relevant loan the "Eurodollar
Rate"), plus the Applicable Margin.
It is expected that the "Applicable Margin" will mean initially for loans made
under the Alternate Base Rate, %, and for loans made under the Eurodollar
Rate, %; provided, that such margins will be adjustable up or down based on
El Paso's senior long-term debt rating or, if El Paso's debt is not rated,
such margins will be adjustable based on a mutually agreed financial test.
It is expected that the Tenneco Credit Facility will require that El Paso's
ratio of total indebtedness to total indebtedness plus net worth not exceed
70%. Failure to satisfy the foregoing minimum requirement will be a default
under the Tenneco Credit Facility that will enable the Lenders to refuse to
loan funds to Tenneco and to accelerate the indebtedness thereunder.
It is also expected that the Tenneco Credit Facility will impose
prohibitions or limitations on liens (other than agreed permitted liens),
subsidiary indebtedness and guarantee obligations, asset dispositions (with
certain permitted exceptions) and dividends, among others.
It is expected that the Tenneco Credit Facility will contain certain default
provisions, including, among other things, (i) nonpayment of any amount due to
the lenders under the Tenneco Credit Facility, (ii) material breach of
representations and warranties, (iii) default in the performance of covenants,
(iv) bankruptcy or insolvency, (v) cross-default with respect to indebtedness
for borrowed money and related guaranty obligations in excess of $100 million
and (vi) a judgment suffered by El Paso in excess of $50 million not covered
by insurance and which judgment shall not have been vacated, discharged,
stayed or bonded pending appeal within 60 days.
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MANAGEMENT AFTER THE TRANSACTION
Pursuant to the Merger Agreement, the directors of El Paso Subsidiary as of
the Merger Effective Time will become the initial directors of Tenneco upon
consummation of the Merger. In addition, the executive officers of El Paso
Subsidiary as of the Merger Effective Time will become the executive officers
of Tenneco upon consummation of the Merger. El Paso has advised Tenneco that
the following individuals will be the executive officers and directors of the
El Paso Subsidiary as of the Merger Effective Time and will become the
executive officers and directors of Tenneco upon consummation of the Merger:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William A. Wise.................. 51 Chairman of the Board, President and Chief
Executive Officer
H. Brent Austin.................. 42 Senior Vice President, Chief Financial
Officer and Director
Joel Richards III................ 49 Senior Vice President and Director
Britton White, Jr................ 53 Senior Vice President, General Counsel and
Director
Thomas C. Livengood.............. 41 Vice President and Treasurer and Director
Jeffrey I. Beason................ 47 Vice President and Controller
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS
WILLIAM A. WISE--Upon consummation of the Merger, Mr. Wise will become the
Chairman of the Board, President and Chief Executive Officer of Tenneco. Mr.
Wise has been Chairman of the Board of El Paso since January 1994 and the
President and Chief Executive Officer of El Paso since January 1990. He was
President and Chief Operating Officer of El Paso from April 1989 to December
1989. From March 1987 until April 1989, Mr. Wise was an Executive Vice
President of El Paso. From January 1984 to February 1987, he was a Senior Vice
President of El Paso. He is a member of the Board of Directors of Battle
Mountain Gold Company.
H. BRENT AUSTIN--Upon consummation of the Merger, Mr. Austin will become the
Senior Vice President, Chief Financial Officer and a Director of Tenneco. Mr.
Austin has been Executive Vice President of El Paso since May 1995 and he has
been Chief Financial Officer of El Paso since April 1992. He was Senior Vice
President of El Paso from April 1992 to April 1995. He was Vice President,
Planning and Treasurer of Burlington Resources, Inc. ("BR") from November 1990
to March 1992 and Assistant Vice President, Planning of BR from January 1989
to October 1990.
JOEL RICHARDS III--Upon consummation of the Merger, Mr. Richards will become
the Senior Vice President and a Director of Tenneco. Mr. Richards has been
Senior Vice President of El Paso since January 1991 and he was Vice President
from June 1990 to December 1990. He was Senior Vice President, Finance and
Human Resources of Meridian Minerals Company, a wholly owned subsidiary of BR,
from October 1988 to June 1990.
BRITTON WHITE, JR.--Upon consummation of the Merger, Mr. White will become
the Senior Vice President, General Counsel and a Director of Tenneco. Mr.
White has been Senior Vice President and General Counsel of El Paso since
March 1991 and from March 1991 to April 1992, he was also Corporate Secretary
of El Paso. For more than five years prior to that time, Mr. White was a
partner in the law firm of Holland & Hart.
THOMAS C. LIVENGOOD--Upon consummation of the Merger, Mr. Livengood will
become the Vice President and Treasurer, and a Director, of Tenneco. Mr.
Livengood joined TGP in April 1989 and has served in several executive
capacities. He is currently Vice President and Chief Financial Officer of TGP.
JEFFREY I. BEASON--Upon consummation of the Merger, Mr. Beason will become
the Vice President and Controller of Tenneco. Mr. Beason has been Vice
President, Controller and Treasurer of El Paso since April 1996 and from
September 1993 to April 1996 he was Senior Vice President of Administration
for Mojave Pipeline Operating Company, a subsidiary of El Paso. For more than
five years prior to September 1993, Mr. Beason was Director of Financial
Reporting for El Paso.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE ENERGY BUSINESS
The following review of the financial condition and results of operations of
the Energy Business should be read in conjunction with the Combined Financial
Statements of Tenneco Energy and the notes thereto presented on pages F-3 to
F-28 of this Joint Proxy Statement--Prospectus. Such review includes certain
forward-looking statements, which should be read in conjunction with the
factors identified in "RISK FACTORS" herein.
PROPOSED MERGER WITH EL PASO
In the first quarter of 1996, Tenneco announced its intention to focus on
its automotive parts and packaging businesses. This strategic action included
the spin-off of Newport News to the holders of Tenneco Common Stock and the
development of options to separate Tenneco Energy from the packaging and
automotive parts divisions. On June 19, 1996, Tenneco announced that it had
signed the Merger Agreement, pursuant to which the El Paso Subsidiary will be
merged with and into Tenneco, with Tenneco surviving the Merger as a
subsidiary of El Paso. Prior to the Merger, Tenneco will spin off New Tenneco
and Newport News to the holders of Tenneco Common Stock as separate public
companies.
The Merger represents a total value for Tenneco stockholders of
approximately $4 billion which includes:
. New shares of El Paso equity to be issued to Tenneco stockholders valued
at approximately $750 million (subject to the effect of the Collar on
the Average El Paso Common Price, as more fully described herein under
"THE MERGER--Conversion of Shares").
. Retention by Tenneco after the Distributions and the Merger of
approximately $2.65 billion (subject to adjustment as more fully
described herein under "DEBT AND CASH REALIGNMENT") of Tenneco Energy
Consolidated Debt and the Tenneco Junior Preferred Stock to be issued in
the NPS Issuance.
. Other payments and certain liability retentions by El Paso which El Paso
has estimated at an aggregate of approximately $600 million. See "THE
MERGER."
Upon consummation of the Transaction, holders of Tenneco Common Stock will
own equity securities of three separate, publicly held companies--New Tenneco,
Newport News and El Paso (which will include Tenneco Energy as a subsidiary)--
and holders of $7.40 Preferred Stock and $4.50 Preferred Stock will hold El
Paso Common Stock.
The consummation of the Transaction is subject to certain conditions,
including receipt of a favorable ruling from the IRS that the Distributions
will be tax-free for federal income tax purposes to Tenneco and its
stockholders and approval of the Transaction by Tenneco Stockholders at the
Tenneco Special Meeting and of the Distributions and the Charter Amendment by
the holders of the Tenneco Junior Preferred Stock issued in the NPS Issuance
(if issued prior to the Charter Amendment becoming effective). See "THE
DISTRIBUTIONS--Conditions to Consummation of the Distribution" and "THE
MERGER--Conditions Precedent."
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Net income for the 1996 first half of $103 million increased significantly
compared with $47 million in the first half of 1995.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30,
-----------
1996 1995
------ ----
(MILLIONS)
<S> <C> <C>
Revenues...................................................... $1,370 $939
Operating income.............................................. 188 140
</TABLE>
NET SALES AND OPERATING REVENUES
Revenues for the 1996 first half were $1.37 billion, an increase of 46
percent compared with $939 million for the year ago period.
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Revenues from Tenneco Energy's operations which are subject to regulation by
the FERC (generally referred to herein as its "regulated" operations)
increased to $423 million, or 21 percent, primarily due to a new rate
structure implemented in July 1995, which increased revenues by approximately
$30 million, higher transportation volumes resulting in a $38 million
increase, and non-recurring regulatory settlements of $8 million that had no
operating income impact. Revenues from Tenneco Energy's energy-related
operations which are not generally subject to regulation by the FERC
(generally referred to herein as its "nonregulated" operations) increased 61
percent to $943 million, primarily the result of higher gas prices resulting
in a $226 million revenue increase, an increase in gas volumes, increasing
revenues by $101 million, the acquisition of the assets of the Pipeline
Authority of South Australia ("PASA") in June 1995 which contributed $18
million in revenues and new processing and gathering projects which increased
revenues by $11 million. Revenues from other operations were $4 million
compared with $2 million in the prior-year period.
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
Operating income from regulated operations in the U.S. rose $32 million to
$166 million. The increase included $15 million for a favorable legal
settlement in addition to a $4 million gain on the sale of TGP's interest in
Iroquois. Higher transportation rates, which contributed a $30 million
increase, more than compensated for the absence of earnings contributed by
Kern River, which contributed $16 million in the year-ago period. Tenneco
Energy's 50 percent interest in Kern River was sold in late 1995.
Nonregulated operating income increased to $19 million in the first half of
1996 from $14 million in the 1995 first half due to higher operating income
from Tenneco Ventures' oil and gas production of $10 million and the
acquisition of PASA in June 1995 which contributed $10 million. Partially
offsetting the nonregulated earnings increase was lower operating income of $3
million due to increased development costs on international programs and $5
million in unfavorable legal settlements.
Tenneco Energy's other operations reported operating income of $3 million
during the first half of 1996 compared with an operating loss of $8 million in
the 1995 first half. The increase is due to the recognition of a $32 million
deferred gain on the sale of Tenneco Energy's investment in Cummins Engine
Company stock offset by lower interest income from the rolloff of Case retail
receivables.
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
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 an operating company level and to centrally
manage various cash functions. Consequently, the corporate debt of Tenneco and
its related interest expense has been allocated to New Tenneco and Newport
News based upon the portion of Tenneco's investment in New Tenneco and Newport
News which is deemed to be debt, generally based upon the ratio of New
Tenneco's and Newport News' 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 7.7 percent, 8.3 percent and 7.4
percent for 1995, 1994 and 1993, respectively. Total pre-tax interest expense
allocated to New Tenneco and Newport News in 1995, 1994 and 1993 was $180
million, $120 million and $124 million, respectively. New Tenneco and Newport
News have also been allocated tax benefits approximating 35 percent of the
allocated pre-tax interest expense. Although interest expense and the related
tax effects have been allocated to New Tenneco and Newport News for financial
reporting on a historical basis, New Tenneco and Newport News have not been
billed for these amounts. The changes in allocated corporate debt and the
after-tax allocated interest expense have been included as a component of
Tenneco Energy's combined equity. Although management believes that the
historical allocation of corporate debt and interest is reasonable, it is not
necessarily indicative of what Tenneco Energy's debt and interest expense will
be upon completion of the Debt Realignment and the other components of the
Transaction. For additional information, see "DEBT AND CASH REALIGNMENT".
Interest expense increased from $61 million in the 1995 first half to $63
million in the 1996 first half. The increase was primarily attributable to
higher levels of debt.
125
<PAGE>
INCOME TAXES
Income tax expense for the first half of 1996 was $22 million compared with
$32 million for the 1995 first half. The effective tax rate for the first half
of 1996 was 18 percent compared with 41 percent in the prior year first half.
CHANGES IN ACCOUNTING PRINCIPLES
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("FAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
establishes new accounting and reporting standards for transfers and servicing
of financial assets and extinguishment of liabilities. The statement is
effective for transactions occurring after December 31, 1996. The impact of
the new standard has not been determined.
Tenneco Energy adopted FAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of," in the first
quarter of 1996. FAS No. 121 establishes new accounting standards for
measuring the impairment of long-lived assets. The adoption of the new
standard did not have a material effect on Tenneco Energy's combined financial
position or results of operations.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
CASH PROVIDED (USED) BY: 1996 1995
------------------------ -------- --------
(MILLIONS)
<S> <C> <C>
Operating activities................................ $ (185) $ 174
Investing activities................................ 117 (266)
Financing activities................................ (81) 63
</TABLE>
Tenneco Energy's operating results, combined with proceeds from sales of
assets and businesses, supplemented by net contributions from affiliates and
borrowings, have provided funds for acquisitions and capital investments in
existing businesses, to repurchase Tenneco Common Stock and to retire long-
term debt.
OPERATING ACTIVITIES
Operating cash flow for the first six months of 1996 declined due to lower
sales of customer receivables compared with the first half of 1995. This
decrease was due primarily to trade receivables sold to Asset Securitization
Cooperative Corporation ("ASCC"), which were $140 million lower in the first
half of 1996 compared with the first half of 1995. Operating cash flow in the
first half of 1996 also declined as a result of higher tax payments compared
with the first half of 1995 due to the settlement of 1987 through 1989 federal
tax liabilities and TGP's gas contract settlement with ICA and TransTexas for
$125 million.
INVESTING ACTIVITIES
The sale of other businesses and assets, primarily Tenneco Energy's 50
percent interest in Kern River, generated an additional $278 million of cash
during the first half of 1996. The acquisition of assets, primarily the
acquisition of PASA, required $225 million of cash during the first half of
1995.
Tenneco Energy invested $164 million in capital expenditures in its existing
businesses during the first half of 1996. Capital expenditures were $113
million during the first half of 1995.
FINANCING ACTIVITIES
Cash used by financing activities was $81 million during the first six
months of 1996, a $144 million decrease from the same period in 1995. Tenneco
repurchased $122 million in common stock in the first half of 1996, down $328
million from the previous year. Tenneco had short-term debt outstanding at the
end of June
126
<PAGE>
1996 of $130 million more than 1995. Tenneco also retired $292 million of
long-term debt in the first six months of 1996 compared to $180 million
retired in 1995. Finally, Tenneco received $301 million in cash contributions
from affiliates, down from $786 million received in the first six months of
1995. Cash contributions from affiliates vary based on cash generated by
affiliates from operations net of cash required for operating and investing
activities.
CAPITALIZATION
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
(MILLIONS)
<S> <C> <C>
Short-term debt and current maturities.............. $ 521 $ 456
Long-term debt...................................... 1,519 1,811
Minority interest................................... 18 19
Preferred stock..................................... 112 130
Combined equity..................................... 1,054 687
------ ------
Total capitalization................................ $3,224 $3,103
====== ======
</TABLE>
Debt decreased $227 million at June 30, 1996 compared with December 31,
1995. For additional information on corporate debt allocation, see "--Interest
Expense (net of interest allocated to affiliates)" above.
LIQUIDITY
Historically, Tenneco Energy's excess net cash flows from operating and
investing activities have been used to meet consolidated debt and other
obligations. Conversely, when Tenneco Energy's cash requirements have been in
excess of cash flows from operations, Tenneco has utilized its consolidated
credit facilities to fund Tenneco Energy's obligations. Also, depending on
market and other conditions, Tenneco Energy has utilized external sources of
capital to meet specific funding requirements. However, during 1995, Tenneco
made cash distributions of approximately $1.3 billion, in the aggregate, to
its Tenneco Automotive, Tenneco Packaging and Newport News subsidiaries to
fund strategic acquisitions and capital spending. The disposition of the
Albright and Wilson chemicals operations and the sales of Case common stock
and other assets provided approximately $1.6 billion for these cash
distributions.
Prior to the Transaction, Tenneco will restructure its consolidated
indebtedness for money borrowed pursuant to the Debt Realignment through a
series of tender offers, exchange offers, payments, defeasances, and
prepayments. In connection with the Debt Realignment, Tenneco will enter into
the Tenneco Credit Facility, which will consist of a one-year committed
revolving credit facility. Initial borrowings under the Tenneco Credit
Facility will be used to finance certain aspects of the Debt Realignment. For
additional information, see "DEBT AND CASH REALIGNMENT."
After giving effect to the Refinancing Transactions and based on El Paso's
representations regarding the operations of the Energy Business after the
Merger, Tenneco believes that internally generated funds of the Energy
Business and the availability under the Tenneco Credit Facility will provide
adequate sources of funds to finance the future capital requirements of the
Energy Business including any payments associated with the settlement of the
GSR issues discussed herein.
RESULTS OF OPERATIONS FOR THE YEARS 1995 AND 1994
1995 STRATEGIC ACTIONS
In December 1995, Tenneco Energy sold its 50 percent interest in Kern River,
a joint venture that owns a 904-mile pipeline extending from Wyoming to
California. The sales price was $206 million, resulting in a pre-tax gain of
$30 million.
Tenneco Energy acquired the natural gas pipeline assets of PASA, which
includes a 488-mile pipeline, in June 1995 for approximately $225 million and
a 50 percent interest in two gas-fired cogeneration plants from ARK Energy in
November 1995 for approximately $65 million in cash and Tenneco Common Stock.
127
<PAGE>
During 1995, Tenneco completed the $500 million common stock repurchase
program announced in December 1994. Also, in 1995, Tenneco announced two
additional share buyback programs, one for up to 3 million shares and another
for 2.5 million shares. These programs were designed to offset the growth in
common shares resulting from shares issued pursuant to employee benefit plans.
The 3 million share repurchase program was completed in 1995. Since December
1994, Tenneco has repurchased a total of 14.3 million common shares at a cost
of $646 million.
RESULTS OF OPERATIONS--YEARS 1995 AND 1994
Tenneco Energy's net income for 1995 of $157 million increased by three
percent compared with $153 million in 1994. The increased results occurred in
both the regulated and nonregulated businesses, all of which are discussed
below.
Significant transactions affecting the comparability of operating income
between 1995 and 1994 are:
. Pre-tax gains on sales of assets and businesses of $11 million in 1995
(primarily Tenneco Energy's interest in Kern River) compared with gains
of $24 million in 1994 (primarily from the sale of a 20 percent interest
in Tenneco Resources).
. Reserves established in 1995 of $25 million for the liquidation of
surplus real estate holdings and notes and $30 million for estimated
regulatory and legal settlement costs at Tenneco Energy.
. A gain from a 1994 contract settlement between Tenneco Energy and
Columbia Gas Transmission Corporation ("Columbia Gas") of $11 million.
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Revenues....................................................... $1,921 $2,381
Operating income............................................... 268 367
</TABLE>
NET SALES AND OPERATING REVENUES
The regulated portion of Tenneco Energy's business experienced a decline in
revenues from $918 million in 1994 to $761 million in 1995. Lower regulated
merchant gas sales caused a decline of approximately $135 million. Under FERC
Order 636, customers assume the responsibility for acquiring their gas
supplies, reducing sales by the pipeline. Other non-recurring regulatory
settlements that had no operating income impact decreased revenue by $24
million. Furthermore, the $11 million contract settlement reached with
Columbia Gas in 1994 as part of its bankruptcy proceedings, along with other
contract expirations and reduced contract volumes, contributed $17 million to
the transportation revenue decline in 1995. Partially offsetting these
declines was an increase in revenues of $30 million due to the implementation
by Tenneco Energy of a new rate structure.
Revenues in Tenneco Energy's nonregulated operations were $1,155 million,
down $305 million compared with 1994. Average natural gas prices were lower in
1995 compared with 1994, contributing approximately $175 million to the
revenue decrease. Furthermore, natural gas volumes declined contributing $148
million to the revenue decrease. Warmer weather in early 1995 resulted in
lower levels of storage activity during the year, decreasing demand for
natural gas and forcing prices lower. These effects were offset somewhat by
$18 million in revenues earned by the PASA assets which were acquired by
Tenneco Energy in June 1995.
Revenues from Tenneco Energy's other operations were $5 million compared
with $3 million in 1994.
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
Operating income in the regulated portion of Tenneco Energy's business was
down by $27 million in 1995 as compared with 1994. The 1995 results included
the $30 million pre-tax gain on the sale of Tenneco Energy's interest in Kern
River, a $7 million loss on the sale of Tenneco Energy's interest in Ozark Gas
Transmission, and a $21 million reserve for estimated regulatory and legal
settlement costs while 1994 included the $11 million
128
<PAGE>
benefit from the Columbia Gas contract settlement. Excluding these
transactions, Tenneco Energy's regulated business operating income decrease
was primarily due to the reduction of revenues of approximately $17 million
related to the termination or expiration of transportation contracts and prior
period operating adjustments and variances of $10 million. Also, in 1994,
Tenneco Energy realized a one-time reduction in administrative costs of $20
milion due to changes in employee benefit policies, adding to the 1995 decline
in operating income. This decrease was partially offset by the benefit TGP
realized of approximately $30 million through a new rate structure implemented
in July 1995.
The 1995 operating income for the nonregulated business decreased $55
million compared with 1994. Operating income in 1994 included a $23 million
gain from the sale of a 20 percent interest in Tenneco Resources to Ruhrgas AG
and $8 million in legal settlements. The remainder of the operating income
decline was due to increased startup and development costs on international
programs of approximately $7 million, a $9 million reserve for estimated legal
settlement costs and lower margins and volumes due to lower demand in gas
marketing which resulted in a $9 million decrease and an increase in
administrative costs of approximately $5 million. Tenneco Energy operating
results included $9 million in income from operating the PASA assets during
the last half of 1995.
Tenneco Energy's other operations reported an operating loss of $65 million
during 1995. This included a $25 million charge to establish a reserve for
liquidation of surplus real estate holdings and notes. During 1994, other
operations reported $48 million in operating losses.
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
Tenneco Energy's interest expense in 1995 was $122 million compared with
$142 million in 1994. For a discussion of the historical allocation of
indebtedness of Tenneco and its subsidiaries, see "--Results of Operations for
the Six Months Ended June 30, 1996 and 1995 -- Interest Expense (net of
interest allocated to affiliates)."
INCOME TAXES
Income tax benefit for 1995 was $11 million compared with income tax expense
of $72 million in 1994.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1994, Tenneco Energy adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits," using the cumulative catch-up method.
It requires employers to account for postemployment benefits for former or
inactive employees after employment but before retirement on the accrual basis
rather than the "pay-as-you-go" basis. The adoption of this new standard had
no material impact on Tenneco Energy's financial position or results of
operations.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
<TABLE>
<CAPTION>
CASH PROVIDED (USED) BY: 1995 1994
------------------------ ----- -----
(MILLIONS)
<S> <C> <C>
Operating activities...................................... $ 765 $(278)
Investing activities...................................... (537) (229)
Financing activities...................................... (27) 426
</TABLE>
Tenneco Energy's operating results, combined with proceeds from sales of
assets and businesses, and supplemented by contributions from affiliates and
short-term and long-term borrowings, have provided funds for acquisitions and
capital investments in existing businesses and to repurchase Tenneco Common
Stock.
Operating Activities
Operating cash flow for 1995 improved as Tenneco Energy generated $783
million from the collection and sale of customer receivables compared with
$245 million in 1994. This increase was due primarily to trade
129
<PAGE>
receivables sold to the ASCC, which were $783 million higher in 1995 compared
with 1994. The increase in collections of receivables was also due in part to
the collection of approximately $300 million of Case retail receivables in
1995. In addition, rate refund payments of approximately $250 million were
made to pipeline customers in 1994. The working capital increase of $652
million in 1994 resulted primarily from the reduction of the pipeline rate
refund liability of approximately $250 million and lower tax accruals of $252
million. The lower tax accruals resulted from the utilization of capital
losses related to the sale of assets.
INVESTING ACTIVITIES
Cash used for business acquisitions during 1995 totaled $241 million. This
included the acquisition of PASA for approximately $225 million. Further,
Tenneco Energy invested $337 million in capital expenditures in its existing
businesses during the year. During 1994, Tenneco Energy's other cash sources
included $68 million in proceeds from the sale of assets. Capital expenditures
were $345 million for continuing operations.
FINANCING ACTIVITIES
In addition to business expansion, Tenneco Energy used its cash flow during
the year for the scheduled retirement of $497 million in long-term debt, to
reacquire Tenneco Common Stock for $655 million and to pay $286 million in
dividends on Tenneco Stock. During 1994, Tenneco Energy had a net reduction of
$605 million in debt and paid dividends on Tenneco Stock of $318 million.
Other cash sources included net contributions from affiliates of $1,367
million.
CAPITALIZATION
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Short-term debt and current maturities..................... $ 456 $ 399
Long-term debt............................................. 1,811 2,242
Minority interest.......................................... 19 19
Preferred stock............................................ 130 147
Combined equity............................................ 687 382
------ ------
Total capitalization....................................... $3,103 $3,189
====== ======
</TABLE>
Debt decreased $374 million at December 31, 1995 compared with December 31,
1994. For additional information on corporate debt allocation, see "--Results
of Operations for the Six Months Ended June 30, 1996 and 1995--Interest
Expense (net of interest allocated to affiliates)".
RESULTS OF OPERATIONS FOR THE YEARS 1994 AND 1993
NET SALES AND OPERATING REVENUES
Revenues for 1994 were $2.38 billion, down from $2.87 billion in 1993.
Tenneco Energy revenues were down $485 million or 17 percent as customers
shifted from sales to transportation service in the regulated business which
resulted in a decrease of approximately $306 million, and lower gas prices in
the nonregulated gas marketing business which decreased revenues by $167
million. In addition, revenue declined $73 million due to a nonrecurring
regulatory adjustment that had no operating income impact. Offsetting these
decreases, the regulated and nonregulated businesses reported a net volume
increase which resulted in increased revenues of $47 million and the contract
settlement with Columbia Gas which increased 1994 revenues by $11 million.
130
<PAGE>
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
Tenneco Energy reported operating income of $367 million in 1994 compared
with $419 million in 1993.
The energy operations reported operating income for 1994 of $415 million,
compared with $411 million in 1993. Special items in 1994 included a $23
million gain on the sale of a 20 percent interest in Tenneco Resources to
Ruhrgas AG and an $11 million contract settlement with Columbia Gas. Special
items in 1993 included a $31 million gain on the sale of Viking and Dean
Pipeline Company partially offset by a $3 million loss related to regulatory
and legal settlements. When non-recurring items in both years are excluded,
operating income in 1994 declined slightly, compared with 1993. Declines
during 1994 in the regulated business were primarily due to transportation
contract expirations amounting to $12 million compared to favorable 1993 gas
cost adjustments of $21 million. Declines in nonregulated gas marketing prices
resulted in a $10 million decrease. Offsetting these declines was significant
growth in the nonregulated businesses which contributed $24 million and lower
administrative costs of $18 million due to changes in employee benefit
policies.
Tenneco Energy's other operations reported an operating loss of $48 million
in 1994, compared with operating income of $8 million for 1993. The 1993
operating income included a gain of $39 million from contributing Tenneco
Energy's investment in Cummins Engine Company to the Case Corporation Pension
Plan for Hourly Paid Employees.
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
Net interest expense increased $15 million from $127 million in 1993 to $142
million in 1994. For additional information on corporate debt allocation, see
"--Results of Operations for the Six Months Ended June 30, 1996 and 1995--
Interest Expense (net of interest allocated to affiliates)".
INCOME TAXES
Income tax expense for 1994 was $72 million compared with $104 million
reported for 1993. The lower tax expense in 1994 was primarily the result of
lower pre-tax earnings.
EXTRAORDINARY LOSS
Extraordinary loss for 1993 was $25 million, net of income tax benefit of
$13 million. This was the result of redemption premiums from prepaying high
interest-bearing long-term debt.
LIQUIDITY & CAPITAL RESOURCES
OPERATING ACTIVITIES
Net cash used by operating activities was $278 million for the year 1994,
compared with net cash provided of $209 million for 1993, a decrease of $487
million. This decrease was due in part to lower sales of receivables in 1994.
Trade receivables sold to the ASCC were $313 million less in 1994 compared
with 1993. In addition, rate refund payments of approximately $250 million
were made to pipeline customers in 1994. The working capital increase of $652
million for 1994 resulted primarily from the reduction of the pipeline rate
refund liability of approximately $250 million and lower tax accruals of $252
million. The lower tax accruals resulted from the utilization of capital
losses related to the sale of assets.
INVESTING ACTIVITIES
Net cash used by investing activities in 1994 was $229 million, compared
with net cash used of $35 million in 1993. Net proceeds from the sale of
businesses and assets were $68 million in 1994. Net proceeds from the sale of
businesses in 1993 of $114 million resulted from the sales of Dean Pipeline
Company and Viking.
131
<PAGE>
Expenditures for plant, property and equipment from continuing operations
for 1994 were $345 million, compared with $171 million for 1993.
FINANCING ACTIVITIES
Cash provided by financing activities was $426 million in 1994 compared to
cash used of $49 million in 1993. During 1993, Tenneco issued $1.2 billion of
common stock which was used to retire long-term debt. In 1994, Tenneco issued
common stock for $188 million, received cash from affiliates of $1.4 billion,
including approximately $700 million in proceeds from sales of assets by
affiliates, and retired debt of $508 million.
FERC MATTERS
TGP has deferred certain costs it has incurred associated with renegotiating
GSR costs as a result of FERC Order 636. For a discussion of TGP's ongoing
settlement and contract reformation discussions with holders of long-term gas
purchase contracts, ongoing discussions between TGP and its customers related
to the recovery of GSR costs and various FERC proceedings relating to TGP cost
recovery of transition costs incurred pursuant to implementation of Order 636,
see "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE MERGED--Interstate
Pipeline Operations--Federal Regulation."
ENVIRONMENTAL MATTERS
Tenneco Energy and certain of its subsidiaries are subject to various
environmental claims and proceedings relating to its current businesses and
discontinued operations. See "INFORMATION CONCERNING THE ENERGY BUSINESS TO BE
MERGED--Environmental Matters."
132
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF EL PASO AND TENNECO
ENERGY
ASSUMING THE STOCK ISSUANCE IS APPROVED
The following Unaudited Pro Forma Combined Financial Statements of El Paso
and Tenneco Energy (the "Pro Forma Financial Statements") illustrate the
effect of (i) the Corporate Restructuring Transactions, the Cash and Debt
Realignment, the NPS Issuance and the Distributions (which are all part of the
Transaction discussed elsewhere herein); (ii) the Merger; and (iii) the
Refinancing Transactions (see "Risk Factors" included elsewhere herein). The
Unaudited Pro Forma Consolidated Balance Sheet has been prepared as if such
transactions occurred on June 30, 1996; the Unaudited Pro Forma Consolidated
Statements of Income have been prepared as if such transactions occurred as of
January 1, 1995.
The Pro Forma Financial Statements reflect El Paso having acquired 100% of
the outstanding Tenneco Common Stock, $7.40 Preferred Stock and $4.50
Preferred Stock. Pursuant to the Merger Agreement, El Paso will acquire an
amount of debt equal to $2.65 billion (subject to certain other adjustments)
less the NPS Issuance Proceeds, will issue approximately $750 million (subject
to the effects of a collar on the average El Paso Common Stock market price)
of El Paso equity securities to holders of Tenneco Common Stock, $4.50
Preferred Stock and $7.40 Preferred Stock, will assume the $275 million of
Tenneco Junior Preferred Stock issued in the NPS Issuance, and will acquire
approximately an estimated amount of $600 million in other liabilities of
certain discontinued businesses of Tenneco for a total purchase price of
approximately $4 billion. El Paso's acquisition of Tenneco will be accounted
for under the purchase method. El Paso stockholders will be asked to vote on
the Stock Issuance at the El Paso Special Meeting (scheduled to be held
, 1996, several days prior to the Tenneco Special Meeting where
Tenneco Stockholders will be asked to vote on the Transaction). These pro
forma financial statements reflect the approval of the Stock Issuance which
represents approximately $750 million of El Paso Common Stock. If the Stock
Issuance is not approved, the Merger is still expected to be consummated, but
Tenneco stockholders will receive a combination of common and preferred stock
of El Paso (see "Unaudited Pro Forma Combined Financial Statements of El Paso
and Tenneco Energy Assuming the Stock Issuance is Not Approved").
A final determination of required purchase accounting adjustments, including
the allocation of the purchase price to the assets acquired and liabilities
assumed based on their respective fair values, has not yet been made.
Accordingly, the purchase accounting adjustments made in connection with the
development of the Pro Forma Financial Statements are preliminary and have
been made solely for purposes of developing the pro forma combined financial
information. However, management believes that the pro forma adjustments and
the underlying assumptions reasonably present the significant effects of the
Merger and the Refinancing Transactions. In addition, El Paso will undertake a
study to determine the fair value of Tenneco Energy's assets and liabilities
and will revise purchase accounting adjustments upon completion of that study.
Upon consummation of the Merger, the actual financial position and results of
operations of the combined entity will differ, perhaps significantly, from the
pro forma amounts reflected herein because of a variety of factors, including
access to additional information, changes in value and changes in operating
results between the dates of the pro forma financial information and the date
on which the Merger takes place. The Pro Forma Financial Statements are not
necessarily indicative of actual operating results or financial position had
the transactions occurred as of the dates indicated above, nor do they purport
to indicate operating results or financial position which may be attained in
the future.
The pro forma results of operations reflect (i) higher depreciation expense
to give effect to the allocation of excess purchase price and the fair value
of net assets acquired to property, plant and equipment, and (ii) higher
interest expense reflecting the debt assumed as a component of the purchase
price. If the Stock Issuance is not approved, earnings available to common
stock would be reduced by the preferred stock dividends of $25 million and $50
million for the six months ended June 30, 1996 and twelve months ended
December 31, 1995, respectively.
133
<PAGE>
The significant adjustments to the pro forma financial position reflect (i)
reductions to cash, receivables and payables and increases to debt for the
Corporate Restructuring Transactions and the Cash and Debt Realignment
Transactions, (ii) increases to property, plant and equipment and accrued
liabilities and decreases to regulatory assets for the purchase price
allocation, and (iii) decreases to property, plant and equipment and debt and
increases to equity for asset sales, debt restructuring and equity offerings
in connection with the Merger and the Refinancing Transactions. If the Stock
Issuance is not approved, total equity consideration will not change; however,
preferred stock will increase by $497 million and common stock and additional
paid in capital will decrease by an equal amount.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of El Paso and Tenneco Energy, which are
incorporated by reference and included herein, respectively, and the Notes to
the Pro Forma Financial Statements included elsewhere herein. The pro forma
adjustments do not reflect any potential operating efficiencies or cost
savings which El Paso believes are achievable with respect to the combined
companies.
134
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
ASSUMING THE STOCK ISSUANCE IS APPROVED
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- ------------------------------------------
RESTRUCTURING,
TENNECO REALIGNMENT TENNECO EL PASO/
EL PASO ENERGY AND NPS ENERGY MERGER REFINANCING TENNECO ENERGY
HISTORICAL HISTORICAL ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary
investments........... $ 50 $ 100 $ (36)(d) $ 25 $ $ $ 75
(39)(g)
Receivables............ 367 1,190 (116)(a) 760 1,127
(357)(b)
48 (c)
(5)(d)
Other current assets... 78 138 (23)(c) 118 196
3 (d)
------ ------ ----- ------ ------ ----- ------
Total current assets... 495 1,428 (525) 903 1,398
------ ------ ----- ------ ------ ----- ------
Net property, plant and
equipment.............. 1,989 2,924 (39)(c) 2,885 1,856 (k) (580)(n) 6,150
Other assets and
deferred charges....... 280 1,187 (172)(b) 1,014 (530)(j) 80 (n) 844
(1)(c)
------ ------ ----- ------ ------ ----- ------
Total assets $2,764 $5,539 $(737) $4,802 $1,326 $(500) $8,392
====== ====== ===== ====== ====== ===== ======
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Current liabilities:
Short-term debt........ $ 421 $ 521 $(521)(f) $ $ $ 330 (o) $ 751
Payables............... 426 532 (111)(a) 222 20 (h) 668
(2)(b)
(197)(f)
Other current
liabilities........... 173 718 (11)(c) 605 120 (j) 898
(20)(b)
(82)(f)
------ ------ ----- ------ ------ ----- ------
Total current
liabilities........... 1,020 1,771 (944) 827 140 330 2,317
Long-term debt.......... 670 1,519 1,290 (f) 2,544 (500)(n) 2,184
(265)(e) (200)(m)
(330)(o)
Other liabilities and
deferred credits....... 82 652 (17)(b) 594 151 (j) 827
(41)(d)
Deferred income taxes... 264 413 (13)(b) 401 411 (l) 1,076
1 (c)
------ ------ ----- ------ ------ ----- ------
2,036 4,355 11 4,366 702 (700) 6,404
------ ------ ----- ------ ------ ----- ------
Minority interest....... 40 18 18 265(k) 323
------ ------ ----- ------ ------ ----- ------
Preferred stock with
mandatory
redemption provisions.. 112 112 (112)(i)
------ ------ ----- ------ ------ ----- ------
Stockholders' equity:
Preferred Stock........ 265 (e) 265 (265)(k)
Common Stock........... 112 58 (i) 15 (m) 185
Additional Paid In
Capital............... 462 719 (i) 185 (m) 1,366
Accumulated Earnings... 114 114
Tenneco Combined
Equity................ 1,054 (5)(a) 41 (41)(k)
(477)(b)
(5)(c)
3 (d)
(490)(f)
(39)(g)
------ ------ ----- ------ ------ ----- ------
Total stockholders'
equity................ 688 1,054 (748) 306 471 200 1,665
------ ------ ----- ------ ------ ----- ------
Total liabilities and
stockholders' equity.. $2,764 $5,539 $(737) $4,802 $1,326 $(500) $8,392
====== ====== ===== ====== ====== ===== ======
</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Balance Sheet.
135
<PAGE>
EL PASO NATURAL GAS COMPANY
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
ASSUMING THE STOCK ISSUANCE IS APPROVED
RESTRUCTURING, REALIGNMENT AND NPS ISSUANCE:
(a) To reflect the settlement of intercompany trade accounts receivable and
intercompany trade accounts payable with Tenneco Energy affiliates.
(b) To reflect the distribution to New Tenneco of receivables previously sold
to Tenneco Credit Corporation, a Tenneco Energy affiliate.
(c) To reflect the transfer from Tenneco Energy to New Tenneco and affiliates
of certain assets and liabilities held at the corporate level.
(d) To reflect the transfer to New Tenneco of insurance liabilities and the
related portfolio of short-term cash investments and other assets
previously held by Eastern Insurance Company Limited.
(e) To reflect the NPS Issuance of $275 million of Tenneco Junior Preferred
Stock, with an assumed 8 1/2% dividend yield, for net NPS Issuance
Proceeds of $265 million, and the use of the net NPS Issuance Proceeds for
the repayment of Tenneco Energy Consolidated Debt.
(f) To reflect the restructuring and realignment of the Tenneco debt pursuant
to the Debt Realignment, the Distributions and the applicable provisions
of the Merger Agreement, and the assumed payment of accrued interest on
the Tenneco Energy Consolidated Debt defeased, redeemed, tendered or
exchanged as part of the Debt Realignment. The sale of Tenneco Energy
receivables by Tenneco prior to the consummation of the Merger could
result in a reduction in the Base Debt Amount dependent upon the date the
receivables are sold and the Merger Effective Time. The Pro Forma
Financial Statements assume no such reduction in the Base Debt Amount. The
amount of "Tenneco Energy as Adjusted" debt immediately prior to the
Merger will consist primarily of borrowings under the Tenneco Credit
Facility (assuming 100% acceptance of the Debt Tender Offers and Debt
Exchange Offers) and is calculated from the provisions of the Merger
Agreement as follows (in millions):
<TABLE>
<S> <C>
Base Debt Amount per Merger agreement................................ $2,650
Less: NPS Issuance proceeds.......................................... (275)
------
2,375
Plus: Cash settlement payments....................................... 439
Less: Estimated collections subject to refund........................ (270)
------
"Tenneco Energy as Adjusted" debt.................................... $2,544
======
</TABLE>
At this time, Tenneco management cannot determine the ultimate amount of
securities which will be purchased in the Debt Tender Offers, or the
ultimate amount of securities which will be exchanged into New Tenneco Debt
pursuant to the Debt Exchange Offers, and such amount could vary
significantly. However, for purposes of these pro forma adjustments, it is
assumed that 100% of the securities subject to the Debt Tender Offers are
purchased pursuant to the Debt Tender Offers and 100% of the securities
subject to the Debt Exchange Offers are exchanged into New Tenneco Debt
pursuant to the Debt Exchange Offers.
(g) To reflect distribution from Tenneco Energy of cash in excess of $25
million pursuant to the Cash Realignment provisions of the Merger
Agreement.
MERGER ADJUSTMENTS:
(h) To reflect the liability for the estimated legal, investment banking and
stock issuance costs of $20 million to be incurred by El Paso in
connection with the Merger.
(i) To reflect the issuance of approximately 19.4 million shares of El Paso
Common Stock valued at $777 million based on an assumed price of $40.00
per share. (If the Stock Issuance is not approved by the stockholders of
El Paso, the transaction will be consummated by issuing preferred stock,
with an assumed 8% dividend yield, and common stock of El Paso. See Pro
Forma Financial Information Assuming the Stock Issuance is Not Approved
which follows herein.) The El Paso Equity Consideration will be issued in
exchange for the $112 million of $7.40 Preferred Stock and $4.50 Preferred
Stock at an assumed redemption amount equal to book value with the
remainder exchanged for Tenneco Common Stock.
136
<PAGE>
(j) To reflect the preliminary estimated acquisition adjustments under the
purchase method of accounting to record assets acquired and liabilities
assumed at estimated fair value for (i) reduction of certain other assets,
deferred charges and regulatory assets, (ii) revision of benefit plan
assumptions relating to the retiree medical plan obligation, other
employee benefit costs and environmental costs, and (iii) the accrual of
an obligation to New Tenneco which is expected to be paid after completion
of the transaction as a result of the utilization of certain tax benefits
generated by the Debt Realignment. The following adjustments reflect El
Paso management's intended business strategies which may differ from the
business strategies employed by Tenneco Energy management prior to the
Merger (in millions):
<TABLE>
<S> <C>
Other assets and deferred charges...................................... $530
Other liabilities and deferred credits................................. 151
Other current liabilities.............................................. 120
----
$801
====
</TABLE>
(k) The following adjustments are made to adjust the historical values of
certain assets and liabilities to their estimated fair values as follows
(in millions):
<TABLE>
<S> <C>
Increase property, plant and equipment............................... $1,856
Reduce other assets and deferred charges............................. (530)
Increase current liabilities......................................... (140)
Increase other liabilities and deferred credits...................... (151)
Increase deferred income taxes....................................... (411)
Eliminate Tenneco Energy stockholders' equity:
Tenneco Energy preferred stock..................................... 112
Tenneco Energy equity.............................................. 41
------
Issuance of El Paso Common Stock..................................... $ 777
======
</TABLE>
The allocation above reflects El Paso's internal evaluation of the excess
purchase price and is subject to the completion of an independent appraisal
of the fair value of the property. It is not expected that any excess
purchase price allocated to property, plant and equipment will be allowed
for regulatory purposes or recovered through rates. Should the independent
appraisal not support such allocation to property, plant and equipment, the
excess of total purchase price over the fair value of the net assets
acquired will be reflected as goodwill.
(l) To reflect the increase in deferred income taxes of $411 million which
have been provided for temporary differences after the allocation of the
pro forma purchase price and acquisition adjustments. The following pro
forma adjustments were required for estimated book and tax basis
differences resulting from the allocation of the pro forma purchase price,
at an assumed tax rate of 39% (in millions):
<TABLE>
<S> <C>
Property, plant and equipment......................................... $ 724
Other assets.......................................................... (207)
Other liabilities..................................................... (106)
-----
$ 411
=====
</TABLE>
REFINANCING TRANSACTIONS:
(m) To reflect the assumed issuance of $200 million El Paso Common Stock to
pay down $200 million of long-term debt acquired pursuant to the Merger.
(n) To reflect the assumed monetization of $500 million of assets through
sales or project financings, at book value, and to reflect El Paso's
remaining $80 million investment in certain Australian projects using the
equity method. These proceeds are used to pay down long-term debt acquired
pursuant to the Merger.
(o) To reflect the replacement of the remaining balance under the Tenneco
Credit Facility with short-term and long-term financing at interest rates
of 6% and 8%, respectively.
137
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS APPROVED
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- ------------------------------------
RESTRUCTURING, EL PASO/
TENNECO REALIGNMENT TENNECO TENNECO
EL PASO ENERGY AND NPS ENERGY MERGER REFINANCING ENERGY
HISTORICAL HISTORICAL ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $1,193 $1,370 $ $1,370 $ $ (46)(i) $2,517
Operating costs and
expenses............... 1,065 1,279 (38)(a) 1,241 23 (e) (24)(i) 2,309
4 (f)
Employee separation and
asset impairment
charge................. 99 (2) 99
------ ------ ---- ------ ------ ----- ------
Operating income....... 29 91 38 129 (27) (22) 109
Other (income) expense,
net.................... (1) (97) 33(a) (64) (65)
Interest expenses....... 48 63 42(c) 105 (28)(h) 121
(3)(j)
(1)(i)
------ ------ ---- ------ ------ ----- ------
Income (loss) before
income taxes and
minority interest..... (18) 125 (37) 88 (27) 10 53
Provision for income
taxes (benefit)(1)..... (7) 22 (14)(d) 8 (11)(g) (5)(i) (4)
11 (k)
------ ------ ---- ------ ------ ----- ------
Income (loss) before
minority interest...... (11) 103 (23) 80 (16) 4 57
Minority interest....... 12 (b) 12 12
------ ------ ---- ------ ------ ----- ------
Net income (Loss)....... (11) 103 (35) 68 (16) 4 45
Preferred stock
dividends..............
------ ------ ---- ------ ------ ----- ------
Earnings available to
common stock........... $(11) $103 $(35) $ 68 $ (16) $ 4 $ 45
====== ====== ==== ====== ====== ===== ======
Earnings (loss) per
average share of common
stock(2)............... $ (.31) $ .75
====== ======
Number of shares used in
computation of earnings
per common shares
(in thousands)......... 35,264 19,430 5,000 59,694
====== ====== ===== ======
</TABLE>
- --------
(1) The provision for income taxes for Tenneco Energy reflects the realization
of unrecognized deferred tax assets; therefore, the overall effective tax
rate is significantly lower than the assumed statutory rate of 39%. If the
statutory rate had been used, the combined provision for income taxes
would have been $21 million and the pro forma combined amounts for
earnings available to common stock and earnings per average share of
common stock would have been $20 million and $0.34, respectively.
(2) Per share data is calculated using the income applicable to common shares
divided by the pro forma shares outstanding. The pro forma weighted
average common shares outstanding includes the following assumptions: (i)
the issuance of 19.4 million shares of El Paso Common Stock to holders of
Tenneco Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock
under the terms of the Merger, and (ii) the assumed issuance of 5 million
shares of El Paso Common Stock at $40.00 per share as part of the
Refinancing Transactions, the proceeds of which will be used to pay down
long-term debt. Earnings per average share of common stock excluding the
employee separation and asset impairment special charge ($60 million after
tax) would be $1.41 and $1.76 per common share for the El Paso Historical
and El Paso/Tenneco Energy Combined presentations, respectively.
See accompanying Notes to Unaudited Pro Forma Combined Income Statements.
138
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS APPROVED
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- ------------------------------------
RESTRUCTURING, EL PASO/
TENNECO REALIGNMENT TENNECO TENNECO
EL PASO ENERGY AND NPS ENERGY MERGER REFINANCING ENERGY
HISTORICAL HISTORICAL ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $1,038 $1,921 $ $1,921 $ $ (47)(i) $2,912
Operating costs and
expenses............... 826 1,843 (93)(a) 1,750 46 (e) (41)(i) 2,589
8 (f)
------ ------ ---- ------ ------ ----- ------
Operating income....... 212 78 93 171 (54) (6) 323
Other (income) expense,
net.................... (7) (190) 84 (a) (106) (113)
Interest expense........ 86 122 95 (c) 217 (56)(h) 238
(6)(j)
(3)(i)
------ ------ ---- ------ ------ ----- ------
Income before income
taxes and minority
interest.............. 133 146 (86) 60 (54) 59 198
Provision for income
taxes (benefit)(1)..... 48 (11) (33)(d) (44) (21)(g) 22 (k) 4
(1)(i)
------ ------ ---- ------ ------ ----- ------
Income before minority
interest............... 85 157 (53) 104 (33) 38 194
Minority interest....... 23 (b) 23 23
------ ------ ---- ------ ------ ----- ------
Net income (loss)....... 85 157 (76) 81 (33) 38 171
Preferred stock
dividends..............
------ ------ ---- ------ ------ ----- ------
Earnings available to
common stock........... $ 85 $ 157 $(76) $ 81 $ (33) $ 38 $ 171
====== ====== ==== ====== ====== ===== ======
Earnings (loss) per
average share of common
stock(2)............... $ 2.46 $ 2.90
====== ======
Number of shares used in
computation of earnings
per common share
(in thousands)......... 34,495 19,430 5,000 58,925
====== ====== ===== ======
</TABLE>
- --------
(1) The provision for income taxes for Tenneco Energy reflects the realization
of unrecognized deferred tax assets; therefore, the overall effective tax
rate is significantly lower than the assumed statutory rate of 39%. If
this statutory rate had been used, the combined provision for income taxes
would have been $77 million and the pro forma combined amounts for
earnings available to common stock and earnings per average share of
common stock would have been $98 million and $1.66, respectively.
(2) Per share data is calculated using the income applicable to common shares
divided by the pro forma shares outstanding. The pro forma weighted
average common shares outstanding includes the following assumptions: (i)
the issuance of 19.4 million shares of El Paso Common Stock to holders of
Tenneco Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock
under the terms of the Merger, and (ii) the assumed issuance of 5 million
shares of El Paso Common Stock at $40.00 per share as part of the
Refinancing Transactions, the proceeds of which will be used to pay down
long-term debt.
See accompanying Notes to Unaudited Pro Forma Combined Income Statements.
139
<PAGE>
EL PASO NATURAL GAS COMPANY
NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS APPROVED
RESTRUCTURING, REALIGNMENT AND NPS ISSUANCE:
(a) To reflect the earnings impact of the distribution to New Tenneco of
receivables previously sold to Tenneco Credit Corporation, a Tenneco
Energy affiliate and the related income tax expense effect at an estimated
39%.
(b) To reflect preferred stock dividends in the Combined Pro Forma Income
Statement on the Tenneco Junior Preferred Stock issued in the NPS Issuance
at an assumed dividend yield of 8 1/2%.
(c) To reflect interest expense on additional debt issued under the Tenneco
Credit Facility. For purposes of the pro forma calculations, an assumed
interest rate of 8% has been used.
(d) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
MERGER ADJUSTMENTS:
(e) To reflect depreciation expense related to the increase in fair value of
property, plant and equipment, depreciated over a 40 year period which
approximates the FERC approved depreciation rate for the regulated
property, plant and equipment of Tenneco Energy prospectively.
(f) To reflect the assumed pro forma postretirement cost for Tenneco Energy
employees.
(g) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
REFINANCING TRANSACTIONS:
(h) To reflect an interest expense reduction relating to debt repaid from
proceeds from the $200 million equity offering and proceeds from the
monetization of $500 million of asset sales and project financings at book
value.
(i) To remove the historical operating results of Tenneco Energy's exploration
and production business which is assumed to be disposed at book value.
(j) To reflect the interest expense reduction relating to the replacement of
the remaining balance under the Tenneco Credit Facility with short-term
and long-term financing at interest rates of 6% and 8%, respectively. A
1/8% change in interest rates would have the impact of increasing total
pro forma interest expense by approximately $1 million and $2 million for
the six months ended June 30, 1996 and the year ended December 31, 1995,
respectively.
(k) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
140
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF EL PASO AND TENNECO
ENERGY
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
The following Pro Forma Financial Statements illustrate the effect of (i)
the Corporate Restructuring Transactions, the Cash and Debt Realignment, the
NPS Issuance and the Distributions (which are all part of the Transaction
discussed elsewhere herein); (ii) the Merger; and (iii) the Refinancing
Transactions (see "Risk Factors" included elsewhere herein). The Unaudited Pro
Forma Consolidated Balance Sheet has been prepared as if such transactions
occurred on June 30, 1996; the Unaudited Pro Forma Consolidated Statements of
Income have been prepared as if such transactions occurred as of January 1,
1995.
The Pro Forma Financial Statements reflect El Paso having acquired 100% of
the outstanding Tenneco Common Stock, $7.40 Preferred Stock and $4.50
Preferred Stock. Pursuant to the Merger Agreement, El Paso will acquire an
amount of debt equal to $2.65 billion (subject to certain other adjustments)
less the NPS Issuance Proceeds, will issue approximately $750 million (subject
to the effects of a collar on the average El Paso Common Stock market price)
of El Paso equity securities to holders of Tenneco Common Stock, $4.50
Preferred Stock and $7.40 Preferred Stock, will assume the $275 million of
Tenneco Junior Preferred Stock issued in the NPS Issuance, and will acquire
approximately an estimated amount of $600 million in other liabilities of
certain discontinued businesses of Tenneco for a total purchase price of
approximately $4 billion. El Paso's acquisition of Tenneco will be accounted
for under the purchase method. El Paso stockholders will be asked to vote on
the Stock Issuance at the El Paso Special Meeting (scheduled to be held ,
1996, several days prior to the Tenneco Special Meeting where Tenneco
Stockholders will be asked to vote on the Transaction). These Pro Forma
Financial Statements assume the Stock Issuance is not approved and
accordingly, reflect Equity Consideration of 7 million shares of El Paso
Common Stock plus shares of a new series of El Paso Preferred Stock in
accordance with the Merger Agreement. If the Stock Issuance is approved,
Equity Consideration will consist entirely of El Paso Common Stock (see
"Unaudited Pro Forma Combined Financial Statements of El Paso and Tenneco
Energy Assuming the Stock Issuance is Approved.")
A final determination of required purchase accounting adjustments, including
the allocation of the purchase price to the assets acquired and liabilities
assumed based on their respective fair values, has not yet been made.
Accordingly, the purchase accounting adjustments made in connection with the
development of the Pro Forma Financial Statements are preliminary and have
been made solely for purposes of developing the pro forma combined financial
information. However, management believes that the pro forma adjustments and
the underlying assumptions reasonably present the significant effects of the
Merger and the Refinancing Transactions. In addition, El Paso will undertake a
study to determine the fair value of Tenneco Energy's assets and liabilities
and will revise purchase accounting adjustments upon completion of that study.
Upon consummation of the Merger, the actual financial position and results of
operations of the combined entity will differ, perhaps significantly, from the
pro forma amounts reflected herein because of a variety of factors, including
access to additional information, changes in value and changes in operating
results between the dates of the pro forma financial information and the date
on which the Merger takes place. The Pro Forma Financial Statements are not
necessarily indicative of actual operating results or financial position had
the transactions occurred as of the dates indicated above, nor do they purport
to indicate operating results or financial position which may be attained in
the future.
The pro forma results of operations reflect (i) higher depreciation expense
to give effect to the allocation of excess purchase price over the fair value
of net assets acquired to property, plant and equipment (ii) higher interest
expense reflecting the debt assumed in a component of the purchase price, and
(iii) higher preferred stock dividends reflecting the issuance of preferred
stock. If the Stock Issuance is approved, preferred stock dividends would not
be required and earnings available to common stock would be reduced by $25
million and $50 million for the six months ended June 30, 1996 and twelve
months ended December 31, 1995, respectively.
The significant adjustments to the pro forma financial position reflect (i)
reductions to cash, receivables and payables and increases to debt for the
Corporate Restructuring Transactions and the Cash and Debt Realignment
Transactions, (ii) increases to property, plant and equipment and accrued
liabilities and decreases to regulatory
141
<PAGE>
assets for the purchase price allocation, and (iii) decreases to property,
plant and equipment and debt and increases to equity for asset sales, debt
restructuring and equity offerings in connection with the Merger and the
Refinancing Transactions. If the Stock Issuance is approved, total equity
consideration will not change; however, preferred stock will decrease by $497
million and common stock and additional paid in capital will increase by an
equal amount.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of El Paso and Tenneco Energy, which are
incorporated by reference and included herein, respectively, and the Notes to
the Pro Forma Financial Statements included elsewhere herein. The pro forma
adjustments do not reflect any potential operating efficiencies or cost
savings which El Paso believes are achievable with respect to the combined
companies.
142
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- ------------------------------------------
RESTRUCTURING,
TENNECO REALIGNMENT TENNECO EL PASO/
EL PASO ENERGY AND NPS ENERGY MERGER REFINANCING TENNECO ENERGY
HISTORICAL HISTORICAL ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary
investments........... $ 50 $ 100 $ (36)(d) $ 25 $ $ $ 75
(39)(g)
Receivables............ 367 1,190 (116)(a) 760 1,127
(357)(b)
48 (c)
(5)(d)
Other current assets... 78 138 (23)(c) 118 196
3 (d)
------ ------ ----- ------ ------ ----- ------
Total current assets... 495 1,428 (525) 903 1,398
------ ------ ----- ------ ------ ----- ------
Net property, plant and
equipment.............. 1,989 2,924 (39)(c) 2,885 1,856 (k) (580)(n) 6,150
Other assets and
deferred charges....... 280 1,187 (172)(b) 1,014 (530)(j) 80 (n) 844
(1)(c)
------ ------ ----- ------ ------ ----- ------
Total assets $2,764 $5,539 $(737) $4,802 $1,326 $(500) $8,392
====== ====== ===== ====== ====== ===== ======
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Current liabilities:
Short-term debt........ $ 421 $ 521 $(521)(f) $ $ $ 330 (o) $ 751
Payables............... 426 532 (111)(a) 222 20 (h) 668
(2)(b)
(197)(f)
Other current
liabilities........... 173 718 (11)(c) 605 120 (j) 898
(20)(b)
(82)(f)
------ ------ ----- ------ ------ ----- ------
Total current
liabilities........... 1,020 1,771 (944) 827 140 330 2,317
Long-term debt.......... 670 1,519 1,290 (f) 2,544 (500)(n) 2,184
(265)(e) (200)(m)
(330)(o)
Other liabilities and
deferred credits....... 82 652 (17)(b) 594 151 (j) 827
(41)(d)
Deferred income taxes... 264 413 (13)(b) 401 411 (l) 1,076
1 (c)
------ ------ ----- ------ ------ ----- ------
2,036 4,355 11 4,366 702 (700) 6,404
------ ------ ----- ------ ------ ----- ------
Minority interest....... 40 18 18 265(k) 323
------ ------ ----- ------ ------ ----- ------
Preferred stock with
mandatory
redemption provisions.. 112 112 (112)(i)
------ ------ ----- ------ ------ ----- ------
Stockholders' equity: (265)(k)
Preferred stock........ 265 (e) 265 497 (i) 497
Common stock........... 112 21 (i) 15 (m) 148
Additional paid in
capital............... 462 259 (i) 185 (m) 906
Accumulated earnings... 114 114
Tenneco combined
equity................ 1,054 (5)(a) 41 (41)(k)
(477)(b)
(5)(c)
3 (d)
(490)(f)
(39)(g)
------ ------ ----- ------ ------ ----- ------
Total stockholders'
equity................ 688 1,054 (748) 306 471 200 1,665
------ ------ ----- ------ ------ ----- ------
Total liabilities and
stockholders' equity.. $2,764 $5,539 $(737) $4,802 $1,326 $(500) $8,392
====== ====== ===== ====== ====== ===== ======
</TABLE>
See accompanying Notes to Unaudited Pro Forma Combined Balance Sheet.
143
<PAGE>
EL PASO NATURAL GAS COMPANY
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
RESTRUCTURING, REALIGNMENT AND NPS ISSUANCE:
(a) To reflect the settlement of intercompany trade accounts receivable and
intercompany trade accounts payable with Tenneco Energy affiliates.
(b) To reflect the distribution to New Tenneco of receivables previously sold
to Tenneco Credit Corporation, a Tenneco Energy affiliate.
(c) To reflect the transfer from Tenneco Energy to New Tenneco and affiliates
of certain assets and liabilities held at the corporate level.
(d) To reflect the transfer to New Tenneco of insurance liabilities and the
related portfolio of short-term cash investments and other assets
previously held by Eastern Insurance Company Limited.
(e) To reflect the NPS Issuance of $275 million of Tenneco Junior Preferred
Stock, with an assumed 8 1/2% dividend yield, for net NPS Issuance
Proceeds of $265 million, and the use of the net NPS Issuance Proceeds for
the repayment of Tenneco Energy Consolidated Debt.
(f) To reflect the restructuring and realignment of the Tenneco debt pursuant
to the Debt Realignment, the Distributions and the applicable provisions
of the Merger Agreement, and the assumed payment of accrued interest on
the Tenneco Energy Consolidated Debt defeased, redeemed, tendered or
exchanged as part of the Debt Realignment. The sale of Tenneco Energy
receivables by Tenneco prior to the consummation of the Merger could
result in a reduction in the Base Debt Amount dependent upon the date the
receivables are sold and the Merger Effective Time. The Pro Forma
Financial Statements assume no such reduction in the Base Debt Amount. The
amount of "Tenneco Energy as Adjusted" debt immediately prior to the
Merger will consist primarily of borrowings under the Tenneco Credit
Facility (assuming 100% acceptance of the Debt Tender Offers and Debt
Exchange Offers) and is calculated from the provisions of the Merger
Agreement as follows (in millions):
<TABLE>
<S> <C>
Base Debt Amount per Merger agreement................................ $2,650
Less: NPS Issuance proceeds.......................................... (275)
------
2,375
Plus: Cash settlement payments....................................... 439
Less: Estimated collections subject to refund........................ (270)
------
"Tenneco Energy as Adjusted" debt.................................... $2,544
======
</TABLE>
At this time, Tenneco management cannot determine the ultimate amount of
securities which will be purchased in the Debt Tender Offers, or the
ultimate amount of securities which will be exchanged into New Tenneco Debt
pursuant to the Debt Exchange Offers, and such amounts could vary
significantly. However, for purposes of these pro forma adjustments, it is
assumed that 100% of the securities subject to the Debt Tender Offers are
purchased pursuant to the Debt Tender Offers and 100% of the securities
subject to the Debt Exchange Offers are exchanged into New Tenneco Debt
pursuant to the Debt Exchange Offers.
(g) To reflect distribution from Tenneco Energy of cash in excess of $25
million pursuant to the Cash Realignment provisions of the Merger
Agreement.
MERGER ADJUSTMENTS:
(h) To reflect the liability for the estimated legal, investment banking and
stock issuance costs of $20 million to be incurred by El Paso in
connection with the Merger.
(i) To reflect the issuance of approximately 7 million shares of El Paso
Common Stock valued at $280 million based on an assumed price of $40.00
per share, plus shares of a new El Paso preferred stock valued at $497
million, with an assumed 10% dividend yield. The El Paso Equity
Consideration will be issued in exchange
144
<PAGE>
for the $112 million of $7.40 Preferred Stock and $4.50 Preferred Stock at
an assumed redemption amount equal to book value with the remainder
exchanged for Tenneco Common Stock. (If the Stock Issuance is approved by
the stockholders of El Paso, the total value of the El Paso Equity
Consideration is the same; however, the transaction will be consummated by
issuing 19.4 million shares of common stock valued at $777 million based on
an assumed price of $40.00 per share. See Pro Forma Financial Information
Assuming the Stock Issuance is Approved included herein.)
(j) To reflect the preliminary estimated acquisition adjustments under the
purchase method of accounting to record assets acquired and liabilities
assumed at estimated fair value for (i) reduction of certain other assets,
deferred charges and regulatory assets, (ii) revision of benefit plan
assumptions relating to the retiree medical plan obligation, other
employee benefit costs and environmental costs, and (iii) the accrual of
an obligation to New Tenneco which is expected to be paid after completion
of the transaction as a result of the utilization of certain tax benefits
generated by the Debt Realignment. The following adjustments reflect El
Paso management's intended business strategies which may differ from the
business strategies employed by Tenneco Energy management prior to the
Merger (in millions):
<TABLE>
<S> <C>
Other assets and deferred charges...................................... $530
Other liabilities and deferred credits................................. 151
Other current liabilities.............................................. 120
----
$801
====
</TABLE>
(k) The following adjustments are made to adjust the historical values of
certain assets and liabilities to their estimated fair values as follows
(in millions):
<TABLE>
<S> <C>
Increase property, plant and equipment............................... $1,856
Reduce other assets and deferred charges............................. (530)
Increase current liabilities......................................... (140)
Increase liabilities and deferred credits............................ (151)
Increase deferred income taxes....................................... (411)
Eliminate Tenneco Energy stockholders' equity:
Tenneco Energy preferred stock..................................... 112
Tenneco Energy equity.............................................. 41
------
Issuance of El Paso Common Stock..................................... $ 777
======
</TABLE>
The allocation above reflects El Paso's internal evaluation of the excess
purchase price and is subject to the completion of an independent appraisal
of the fair value of the property. It is not expected that any excess
purchase price allocated to property, plant and equipment will be allowed
for regulatory purposes or recovered through rates. Should the independent
appraisal not support such allocation to property, plant and equipment, the
excess of total purchase price over the fair value of the net assets
acquired will be reflected as goodwill.
(l) To reflect the increase in deferred income taxes of $411 million which
have been provided for temporary differences after the allocation of the
pro forma purchase price and acquisition adjustments. The following pro
forma adjustments were required for estimated book and tax basis
differences resulting from the allocation of the pro forma purchase price,
at an assumed tax rate of 39% (in millions):
<TABLE>
<S> <C>
Property, plant and equipment......................................... $ 724
Other assets.......................................................... (207)
Other liabilities..................................................... (106)
-----
$ 411
=====
</TABLE>
REFINANCING TRANSACTIONS:
(m) To reflect the assumed issuance of $200 million El Paso Common Stock to
pay down $200 million of long-term debt acquired pursuant to the Merger.
145
<PAGE>
(Continued)
(n) To reflect the assumed monetization of $500 million of assets through
sales or project financings, at book value, and to reflect El Paso's
remaining $80 million investment in certain Australian projects using the
equity method. These proceeds are used to pay down long-term debt acquired
pursuant to the Merger.
(o) To reflect the replacement of the remaining balance under the Tenneco
Credit Facility with short-term and long-term financing at interest rates
of 6% and 8%, respectively.
146
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- -----------------------------------
RESTRUCTURING, EL PASO/
TENNECO REALIGNMENT TENNECO TENNECO
EL PASO ENERGY AND NPS ENERGY MERGER REFINANCING ENERGY
HISTORICAL HISTORICAL ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $1,193 $1,370 $ $1,370 $ $ (46)(i) $2,517
Operating costs and
expenses............... 1,065 1,279 (38)(a) 1,241 23 (e) (24)(i) 2,309
4 (f)
Employee separation and
asset impairment
charge................. 99 (2) 99
------ ------ ---- ------ ----- ----- ------
Operating income....... 29 91 38 129 (27) (22) 109
Other (income) expense,
net.................... (1) (97) 33 (a) (64) (65)
Interest expenses....... 48 63 42 (c) 105 (28)(k) 121
(3)(j)
(1)(i)
------ ------ ---- ------ ----- ----- ------
Income (loss) before
income taxes and
minority interest..... (18) 125 (37) 88 (27) 10 53
Provision for income
taxes (benefit)(1)..... (7) 22 (14)(d) 8 (11)(h) 11 (l) (4)
(5)(i)
------ ------ ---- ------ ----- ----- ------
Income (loss) before
minority interest..... (11) 103 (23) 80 (16) 4 57
Minority interest....... 12 (b) 12 12
------ ------ ---- ------ ----- ----- ------
Net income (loss)...... (11) 103 (35) 68 (16) 4 45
Preferred stock
dividends.............. 25 (g) 25
------ ------ ---- ------ ----- ----- ------
Earnings available to
common stock.......... $ (11) $ 103 $(35) $ 68 $ (41) $ 4 $ 20
====== ====== ==== ====== ===== ===== ======
Earnings (loss) per
average share of common
stock(2)............... $ (.31) $ .42
====== ======
Number of shares used in
computation of earnings
per common shares
(in thousands)......... 35,264 7,000 5,000 47,264
====== ===== ===== ======
</TABLE>
- --------
(1) The provision for income taxes for Tenneco Energy reflects the realization
of unrecognized deferred tax assets; therefore, the overall effective tax
rate is significantly lower than the assumed statutory rate of 39%. If the
statutory rate had been used, the combined provision for income taxes
would have been $21 million and the pro forma combined amounts for
earnings available to common stock and earnings per average share of
common stock would have been $(5) million and $(.11), respectively.
(2) Per share data is calculated using the income applicable to common shares
divided by the pro forma shares outstanding. The pro forma weighted
average common shares outstanding includes the following assumptions: (i)
the issuance of 7 million shares of El Paso Common Stock to holders of
Tenneco Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock
under the terms of the Merger and (ii) the assumed issuance of 5 million
shares of El Paso Common Stock at $40.00 per share as part of the
Refinancing Transactions, the proceeds of which will be used to pay down
long-term debt. Earnings per average share of common stock excluding the
employee separation and asset impairment special charge ($60 million after
tax) would be $1.41 and $1.70 per common share for the El Paso Historical
and El Paso/Tenneco Energy Combined presentations, respectively.
See accompanying Notes to Unaudited Pro Forma Combined Income Statements.
147
<PAGE>
EL PASO NATURAL GAS COMPANY
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TENNECO ENERGY
PRE-MERGER PRO FORMA PRO FORMA MERGER
------------------------------------- -----------------------------------
RESTRUCTURING, EL PASO/
TENNECO REALIGNMENT TENNECO TENNECO
EL PASO ENERGY AND ENERGY MERGER REFINANCING ENERGY
HISTORICAL HISTORICAL NPS ISSUANCE AS ADJUSTED ADJUSTMENTS TRANSACTIONS COMBINED
---------- ---------- -------------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $1,038 $1,921 $ $1,921 $ $(47)(i) $2,912
Operating costs and
expenses............... 826 1,843 (93)(a) 1,750 46 (e) (41)(i) 2,589
8 (f)
------ ------ ---- ------ ----- ----- ------
Operating income....... 212 78 93 171 (54) (6) 323
Other (income) expense,
net.................... (7) (190) 84 (a) (106) (113)
Interest expense........ 86 122 95 (c) 217 (56)(k) 238
(6)(j)
(3)(i)
------ ------ ---- ------ ----- ----- ------
Income before income
taxes and minority
interest.............. 133 146 (86) 60 (54) 59 198
Provision for income
taxes (benefit)(1)..... 48 (11) (33)(d) (44) (21)(h) 22 (l) 4
(1)(i)
------ ------ ---- ------ ----- ----- ------
Income before minority
interest............... 85 157 (53) 104 (33) 38 194
Minority interest....... 23 (b) 23 23
------ ------ ---- ------ ----- ----- ------
Net income (loss)....... 85 157 (76) 81 (33) 38 171
Preferred stock
dividends.............. 50 (g) 50
------ ------ ---- ------ ----- ----- ------
Earnings available to
common stock........... $ 85 $ 157 $(76) $ 81 $ (83) $ 38 $ 121
====== ====== ==== ====== ===== ===== ======
Earnings (loss) per
average share of common
stock(2)............... $ 2.46 $ 2.60
====== ======
Number of shares used in
computation of earnings
per common share (in
thousands)............. 34,495 7,000 5,000 46,495
====== ===== ===== ======
</TABLE>
- --------
(1) The provision for income taxes for Tenneco Energy reflects the realization
of unrecognized deferred tax assets; therefore, the overall effective tax
rate is significantly lower than the assumed statutory rate of 39%. If
this statutory rate had been used, the combined provision for income taxes
would have been $77 million and the pro forma combined amounts for
earnings available to common stock and earnings per average share of
common stock would have been $48 million and $1.03, respectively.
(2) Per share data is calculated using the income applicable to common shares
divided by the pro forma shares outstanding. The pro forma weighted
average common shares outstanding includes the following assumptions: (i)
the issuance of 7 million shares of El Paso Common Stock to holders of
Tenneco Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock
under the terms of the Merger, and (ii) the assumed issuance of 5 million
shares of El Paso Common Stock at $40.00 per share as part of the
Refinancing Transactions, the proceeds of which will be used to pay down
long-term debt.
See accompanying Notes to Unaudited Pro Forma Combined Income Statements.
148
<PAGE>
EL PASO NATURAL GAS COMPANY
NOTES TO UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
ASSUMING THE STOCK ISSUANCE IS NOT APPROVED
RESTRUCTURING, REALIGNMENT AND NPS ISSUANCE:
(a) To reflect the earnings impact of the distribution to New Tenneco of
receivables previously sold to Tenneco Credit Corporation, a Tenneco
Energy affiliate and the related income tax expense effect at an estimated
rate of 39%.
(b) To reflect preferred stock dividends in the Combined Pro Forma Income
Statement on the Tenneco Junior Preferred Stock issued in the NPS Issuance
at an assumed dividend yield of 8 1/2%.
(c) To reflect interest expense on additional debt issued under the Tenneco
Credit Facility. For purposes of the pro forma calculations, an assumed
interest rate of 8% has been used.
(d) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
MERGER ADJUSTMENTS:
(e) To reflect depreciation expense related to the increase in fair value of
property, plant and equipment depreciated over a 40 year period which
approximates the FERC approved depreciation rate for the regulated
property, plant and equipment of Tenneco Energy prospectively.
(f) To reflect the assumed pro forma postretirement cost for Tenneco Energy
employees.
(g) To reflect preferred dividends included in the Combined Pro Forma Income
Statement at an assumed dividend yield of 10%. (If the Stock Issuance is
approved by the stockholders of El Paso, the transaction will be
consummated by issuing 19.4 million shares of common stock and no
preferred stock will be issued other than the Tenneco Junior Preferred
Stock, which is reflected as minority interest, and accordingly there will
be no preferred stock dividends. See Pro Forma Financial Information
Assuming the Stock Issuance is Approved included herein.)
(h) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
REFINANCING TRANSACTIONS:
(i) To remove the historical operating results of Tenneco Energy's exploration
and production business which is assumed to be disposed at book value.
(j) To reflect the interest expense reduction relating to the replacement of
the remaining balance under the Tenneco Credit Facility with short-term
and long-term financing at interest rates of 6% and 8%, respectively. A
1/8% change in interest rates would have the impact of increasing total
pro forma interest expense by approximately $1 million and $2 million for
the six months ended June 30, 1996 and the year ended December 31, 1995,
respectively.
(k) To reflect an interest expense reduction relating to debt repaid from
proceeds from the $200 million equity offering and proceeds from the
monetization of $500 million of asset sales and project financings at book
value.
(l) To reflect the income tax expense effects of pro forma adjustments at an
estimated rate of 39%.
149
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF NEW TENNECO
The following Unaudited Pro Forma Combined Balance Sheet of New Tenneco as
of June 30, 1996 and the Unaudited Pro Forma Combined Statements of Income for
the six months ended June 30, 1996 and the year ended December 31, 1995 have
been prepared to reflect: (i) the acquisition of Clevite in July 1996 and the
acquisition of Amoco Foam Products in August 1996; (ii) the effect on New
Tenneco of the Cash Realignment and Debt Realignment; (iii) the effect on New
Tenneco of the Corporate Restructuring Transactions and other transactions
pursuant to the provisions of the Distribution Agreement and Merger Agreement;
and (iv) the issuance of New Tenneco Common Stock as part of the Industrial
Distribution. The "Combined Acquisitions" caption in the Unaudited Pro Forma
Combined Statement of Income for the year ended December 31, 1995 also
reflects the pro forma results of operations of Mobil Plastics prior to its
acquisition in November 1995.
The acquisitions of Clevite and Amoco Foam Products have been included in
the accompanying Unaudited Pro Forma Combined Financial Statements for the
respective periods under the caption "Combined Acquisitions." The Combined
Acquisitions have been accounted for under the purchase method of accounting.
As such, pro forma adjustments are reflected in the accompanying Unaudited Pro
Forma Combined Financial Statements to reflect a preliminary allocation of New
Tenneco's purchase cost for the assets acquired and liabilities assumed as
well as additional depreciation and amortization resulting from New Tenneco's
purchase cost.
The historical Combined Financial Statements of New Tenneco reflect the
financial position and results of operations for the Industrial Business whose
net assets will be transferred to New Tenneco pursuant to the Corporate
Restructuring Transactions and other transactions pursuant to the provisions
of the Distribution Agreement and Merger Agreement. 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 basis in the Combined Financial Statements of New Tenneco.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if such
transactions occurred on June 30, 1996; the Unaudited Pro Forma Combined
Statements of Income have been prepared as if such transactions occurred as of
January 1, 1995. The Unaudited Pro Forma Combined Financial Statements set
forth on the following pages are unaudited and not necessarily indicative of
the results that would have actually occurred if the transactions had been
consummated as of June 30, 1996, or January 1, 1995, or results which may be
attained in the future.
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. The
Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the Combined Financial Statements of New Tenneco, and notes
thereto, and the pre-acquisition Combined Financial Statements of Mobil
Plastics, and notes thereto, which appear in the New Tenneco Information
Statement attached hereto as Appendix C. The Clevite and Amoco Foam Products
acquisitions do not meet the SEC's criteria for inclusion of separate
historical financial statements.
150
<PAGE>
NEW TENNECO
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
ACQUISITIONS TRANSACTION
NEW TENNECO PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
----------- ----------- ----------- ------------ ----------- ---------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and temporary
cash investments..... $ 129 $ 2 $ $ 131 $ 36 (e) $ 205
38 (f)
Receivables........... 829 74 903 (113)(a) 1,044
182 (b)
(48)(c)
120 (d)
Inventories........... 820 46 6 (i) 872 872
Deferred income taxes. 28 28 28
Other current assets.. 196 8 204 (5)(c) 204
5 (e)
------ ---- -------- ------ ------- ------
Total Current Assets. 2,002 130 6 2,138 215 2,353
------ ---- -------- ------ ------- ------
Goodwill and
intangibles............ 965 384 (i) 1,349 1,349
Other Assets............ 808 9 817 9 (c) 836
10 (g)
Plant, property and
equipment, net......... 2,748 148 144 (i) 3,040 39 (c) 3,079
------ ---- -------- ------ ------- ------
Total Assets......... $6,523 $287 $ 534 $7,344 $ 273 $7,617
====== ==== ======== ====== ======= ======
<CAPTION>
LIABILITIES AND EQUITY
<S> <C> <C> <C> <C> <C> <C>
Current liabilities:
Short-term debt....... $ 530 $ $ 638 (i) $1,168 $(1,155)(g) $ 13
Payables.............. 622 28 650 (23)(a) 629
2 (b)
Other current
liabilities.......... 558 76 634 17 (c) 651
------ ---- -------- ------ ------- ------
Total Current
Liabilities......... 1,710 104 638 2,452 (1,159) 1,293
------ ---- -------- ------ ------- ------
Long-term debt.......... 1,573 1 1,574 558 (g) 2,132
Deferred income taxes... 451 (5)(i) 446 13 (b) 459
Deferred credits and
other liabilities...... 320 53 30 (i) 403 41 (e) 444
Minority interest....... 301 301 301
------ ---- -------- ------ ------- ------
Total Liabilities..... 4,355 158 663 5,176 (547) 4,629
------ ---- -------- ------ ------- ------
Equity:
Combined equity....... 2,168 129 (129)(i) 2,168 (90)(a) --
167 (b)
(22)(c)
120 (d)
38 (f)
607 (g)
(2,988)(h)
Common Stock.......... -- -- -- 2 (h) 2
Paid in Capital....... -- -- -- 2,986 (h) 2,986
Retained Earnings..... -- -- -- -- (h) --
------ ---- -------- ------ ------- ------
Total Liabilities
and Equity......... $6,523 $287 $ 534 $7,344 $ 273 $7,617
====== ==== ======== ====== ======= ======
</TABLE>
- --------
* Certain amounts have been reclassified to conform to New Tenneco's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
151
<PAGE>
NEW TENNECO
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
ACQUISITIONS TRANSACTION
NEW TENNECO PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
----------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating Revenues. $ 3,233 $272 $ $3,505 $ $ 3,505
Other Income, Net................ 71 -- 71 71
Costs and Expenses............... 2,890 232 9 (j) 3,131 3,131
------- ---- ------- ------ ------- -----------
Income Before Interest Expense,
Income Taxes and Minority
Interest........................ 414 40 (9) 445 445
Interest Expense................. 100 12 7 (j) 119 (36)(k) 83
Income Tax Expense............... 126 8 (1)(j) 133 14 (k) 147
Minority Interest................ 10 10 10
------- ---- ------- ------ ------- -----------
Income from continuing
operations...................... $ 178 $ 20 $ (15) $ 183 $ 22 $ 205
======= ==== ======= ====== ======= ===========
Average number of common shares
outstanding..................... 170,351,740
===========
Income from continuing operations
per share....................... $ 1.20
===========
EBITDA(l)........................ $ 551 $ 603
======= ===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to New Tenneco's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
152
<PAGE>
NEW TENNECO
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
NEW ACQUISITIONS TRANSACTION
TENNECO PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
---------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating
Revenues............... $5,221 $2,035 $ $7,256 $ $ 7,256
Other Income............ 39 6 45 45
Costs and Expenses...... 4,588 1,888 17(j) 6,493 6,493
------ ------ -------- ------ -------- -----------
Income Before Interest
Expense, Income Taxes
and Minority Interest.. 672 153 (17) 808 808
Interest Expense........ 160 126 5 (j) 291 (125)(k) 166
Income Tax Expense...... 231 19 (9)(j) 241 50 (k) 291
Minority Interest....... 23 -- 23 23
------ ------ -------- ------ -------- -----------
Income from continuing
operations............. $ 258 $ 8 $ (13) $ 253 $ 75 $ 328
====== ====== ======== ====== ======== ===========
Average number of common
shares outstanding..... 173,995,941
===========
Income from continuing
operations per share... $ 1.89
===========
EBITDA(l)............... $ 845 $ 1,023
====== ===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to New Tenneco's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
153
<PAGE>
NEW TENNECO
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) To reflect the settlement or capitalization of intercompany accounts
receivable and payable with Tenneco affiliates pursuant to the Corporate
Restructuring Transactions.
(b) To reflect the acquisition by New Tenneco of certain receivables from
Tenneco Credit Corporation, a Tenneco affiliate, in connection with the
Merger.
(c) To reflect the allocation between New Tenneco, Newport News and Tenneco of
certain corporate assets and liabilities in connection with the Corporate
Restructuring Transactions, Distributions and the Merger.
(d) To reflect a $120 million receivable from El Paso pursuant to the
Distribution Agreement and Merger Agreement for certain tax benefits to be
realized as a result of the Debt Realignment.
(e) To reflect the transfer to New Tenneco of insurance liabilities and the
related portfolio of short-term cash investments and other assets
previously held by Eastern Insurance Company Limited, a Tenneco affiliate,
in connection with the Merger.
(f) To reflect the cash contribution from Tenneco to New Tenneco pursuant to
the Cash Realignment provisions of the Distribution Agreement and Merger
Agreement.
(g) To reflect adjustments to New Tenneco's indebtedness for the pre-
Distribution restructuring and refinancing of debt pursuant to the Debt
Realignment. If the Debt Realignment had been consummated on June 30,
1996, on a pro forma basis, New Tenneco would have had total long-term
debt of $2,132 million, and short-term debt of $13 million. The total pro
forma long-term debt includes $2,069 million of New Tenneco Debt ($1,950
million aggregate principal amount) assumed to be exchanged in the Debt
Exchange Offers, which will be recorded based on the fair values of the
New Tenneco Debt, and $63 million of long-term debt of New Tenneco
subsidiaries. At this time, New Tenneco and Tenneco cannot determine the
ultimate amount of debt securities which will be exchanged by Tenneco
Public Debt holders into New Tenneco Debt pursuant to the Debt Exchange
Offers and such amount could vary significantly. For purposes of these pro
forma adjustments it is assumed that 100% of securities subject to the
Debt Exchange Offers are exchanged for New Tenneco Debt pursuant to the
Debt Exchange Offers.
(h) To reflect the distribution of New Tenneco Common Stock to the holders of
Tenneco Common Stock at an exchange ratio of one share of New Tenneco
Common Stock for each share of Tenneco Common Stock.
(i) To reflect short-term debt issued to complete the Combined Acquisition and
the preliminary allocation of purchase price to the assets acquired and
liabilities assumed related to the Combined Acquisitions. These purchase
accounting adjustments for Clevite and Amoco Foam Products are based on
preliminary estimates of fair values and will be adjusted when more
complete evaluations of fair values are received. The preliminary
allocations have been made solely for purposes of developing these
Unaudited Pro Forma Combined Financial Statements.
(j) To reflect additional depreciation and amortization related to the
Combined Acquisitions resulting from New Tenneco's purchase accounting
adjustments, interest expense at an assumed rate of 5.90% on the debt
issued to complete the acquisition, and the related tax effects at an
assumed effective tax rate of 40%. The excess of New Tenneco's purchase
cost over the fair value of assets acquired and liabilities assumed is
amortized over 40 years for Clevite and 30 years for Amoco Foam Products.
(k) To reflect the adjustment to interest expense, and related tax effects at
an assumed effective tax rate of 40%, from the changes in the debt of New
Tenneco pursuant to the Debt Realignment as discussed in (g) above. For
purposes of this pro forma adjustment, the New Tenneco Debt is assumed to
bear interest at a weighted average annual effective interest rate of
7.5%. In addition, the pro forma adjustment to interest expense includes
commitment fees on the unused borrowing capacity of the New Tenneco Credit
Facility and amortization of deferred debt financing costs incurred in
connection with the Debt Exchange Offers and the New Tenneco Credit
Facility. A 1/8% change in the assumed interest rates would change annual
pro forma interest expense by approximately $2.7 million, before the
effect of income taxes.
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(l) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the combined
historical or pro forma Statements of Income. In addition, EBITDA should
not be considered as a alternative to net income or operating income, as
an indicator of the operating performance of New Tenneco or as an
alternative to operating cash flows as a measure of liquidity.
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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF NEWPORT NEWS
The following Unaudited Pro Forma Combined Balance Sheet of Newport News as
of June 30, 1996 and Unaudited Pro Forma Combined Statements of Earnings for
the six months ended June 30, 1996 and the year ended December 31, 1995 have
been prepared to reflect: (i) borrowings of $614 million under the Newport
News Financings; (ii) the cash dividend of $600 million to be paid by Newport
News to Tenneco or one or more of its subsidiaries pursuant to the Debt
Realignment; (iii) the payment of $14 million of fees and expenses incurred in
connection with the Newport News Financings and (iv) the issuance of Newport
News Common Stock pursuant to the Shipbuilding Distribution.
The historical Combined Financial Statements of Newport News reflect the
financial position and results of operations of the Shipbuilding Business
whose net assets will be transferred to Newport News pursuant to 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 basis in the Combined
Financial Statements of Newport News.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if the
Transaction occurred on June 30, 1996; the Unaudited Pro Forma Combined
Statements of Earnings have been prepared as if the Transaction occurred as of
January 1, 1995. The Unaudited Pro Forma Combined Financial Statements set
forth on the following pages are not necessarily indicative of the results
that would have actually occurred if the Transaction had been consummated as
of June 30, 1996, or January 1, 1995, or results which may be attained in the
future.
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. The
Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the Combined Financial Statements of Newport News, and notes
thereto, which appear in the Newport News Information Statement attached
hereto as Appendix D.
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NEWPORT NEWS
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
NEWPORT NEWS PRO FORMA PRO FORMA
ASSETS HISTORICAL ADJUSTMENTS COMBINED
------ ------------ ----------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................. $ 1 $ 4 (a) $ 5
614 (b)
(614)(c)
Contracts in process...................... 282 282
Other current assets...................... 190 190
------ ----- ------
Total current assets.................... 473 4 477
------ ----- ------
NONCURRENT ASSETS
Property, plant and equipment, net........ 824 824
Other assets.............................. 155 14 (c) 160
(9)(d)
------ ----- ------
Total noncurrent assets................. 979 5 984
------ ----- ------
$1,452 $ 9 $1,461
====== ===== ======
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable.......................... $ 177 $ (73)(d) $ 104
Short term debt........................... 95 28 (b) 28
(95)(e)
Other accrued liabilities................. 160 160
------ ----- ------
Total current liabilities............... 432 (140) 292
------ ----- ------
NONCURRENT LIABILITIES
Long-term debt............................ 282 586 (b) 586
(282)(e)
Deferred income taxes..................... 140 140
Other long-term liabilities............... 249 249
------ ----- ------
Total noncurrent liabilities............ 671 304 975
------ ----- ------
EQUITY
Common stock.............................. 1 (f) 1
Paid-in capital........................... 193 (f) 193
Retained earnings......................... -- (f) --
Combined equity........................... 349 4 (a) --
(600)(c)
64 (d)
377 (e)
(194)(f)
------ ----- ------
Total equity............................ 349 (155) 194
------ ----- ------
$1,452 $ 9 $1,461
====== ===== ======
</TABLE>
See the accompanying Notes to Unaudited Pro Forma
Combined Financial Statements.
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<PAGE>
NEWPORT NEWS
UNAUDITED PRO FORMA COMBINED STATEMENTS OF EARNINGS
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1996
-----------------------------------
NEWPORT
NEWS PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
---------- ----------- -----------
<S> <C> <C> <C>
Net sales................................. $ 915 $ $ 915
Operating costs and expenses.............. 834 1 (g) 835
------ ----- -----------
Operating earnings........................ 81 (1) 80
Interest expense.......................... 17 (17)(e) 28
28 (g)
------ ----- -----------
Earnings before income taxes.............. 64 (12) 52
Provision for income taxes................ 27 6 (e) 23
(10)(g)
------ ----- -----------
Net earnings.............................. $ 37 $ (8) $ 29
====== ===== ===========
Average number of common shares
outstanding.............................. 34,070,348
===========
Earnings per share........................ $ .85
===========
EBITDA(h)................................. $ 113 $ 112
====== ===========
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------
NEWPORT
NEWS PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
---------- ----------- -----------
<S> <C> <C> <C>
Net sales................................. $1,756 $ $ 1,756
Operating costs and expenses.............. 1,599 2 (g) 1,601
------ ----- -----------
Operating earnings........................ 157 (2) 155
Interest expense.......................... 29 (29)(e) 56
56 (g)
Other income, net......................... (3) (3)
------ ----- -----------
Earnings before income taxes.............. 131 (29) 102
Provision for income taxes................ 58 10 (e) 48
(20)(g)
------ ----- -----------
Net earnings.............................. $ 73 $(19) $ 54
====== ===== ===========
Average number of common shares
outstanding.............................. 34,799,188
===========
Earnings per share........................ $ 1.55
===========
EBITDA(h)................................. $ 227 $ 225
====== ===========
</TABLE>
See the accompanying Notes to Unaudited Pro Forma
Combined Financial Statements.
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NEWPORT NEWS
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) To reflect a cash capital contribution from Tenneco to Newport News
pursuant to the Cash Realignment provisions in the Distribution Agreement
covering the Shipbuilding Distribution.
(b) To reflect $614 million in total borrowings under various credit
facilities which borrowings will consist of (i) a $200 million six-year
amortizing term loan with an estimated annual interest rate of 8%, (ii)
$200 million senior notes due 2006 with an estimated annual interest rate
of 9.25%, (iii) $200 million senior subordinated notes due 2006 with an
estimated annual interest rate of 9.75%, and (iv) $14 million in
borrowings under a $215 million six-year revolving credit facility, with
an estimated annual interest rate of 8% and commitment fees due on the
unused portion of the facility, for payment of certain fees and expenses
described in (c) below. Approximately $28 million of the assumed term loan
borrowings will mature within one year and such amount is reflected as
short-term debt in the accompanying Pro Forma Combined Balance Sheet.
(c) To reflect: (i) a cash dividend of $600 million to be paid by Newport News
to Tenneco or one or more of its subsidiaries, principally using
borrowings under the Newport News Financings pursuant to the Debt
Realignment and (ii) a payment of $14 million for certain fees and
expenses in connection with the Newport News Financings.
(d) To reflect the settlement or capitalization of intercompany accounts
payable with Tenneco affiliates and the transfer of certain assets prior
to the Shipbuilding Distribution pursuant to certain Corporate
Restructuring Transactions.
(e) To reflect the elimination of corporate debt and related interest expense
allocated by Tenneco to Newport News. See the Combined Financial
Statements of Newport News included in the Newport News Information
Statement attached hereto as Appendix D.
(f) To reflect the distribution of Newport News Common Stock to the holders of
Tenneco Common Stock at an exchange ratio of one share of Newport News
Common Stock for five shares of Tenneco Common Stock.
(g) To reflect: (i) interest expense related to the borrowings assumed
outstanding under the Newport News Financings at the assumed annual
interest rates discussed in (b), (ii) the cost of commitment fees on the
unused borrowing capacity under the revolving credit facility, and (iii)
the amortization of deferred debt financing costs incurred in connection
with the Newport News Financings, as well as the related tax effects of
these items at an assumed statutory rate of 35%. A 1/8% change in these
assumed annual interest rates would change pro forma annual interest
expense by $0.8 million, before the effect of income taxes.
(h) EBITDA represents earnings before cumulative effect of changes in
accounting principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon GAAP; however, the
amounts included in the EBITDA calculation are derived from amounts
included in the combined historical or pro forma Statements of Earnings.
In addition, EBITDA should not be considered as an alternative to net
income or operating income, as an indicator of the operating performance
of Newport News or as an alternative to operating cash flows as a measure
of liquidity.
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COMPARISON OF RIGHTS OF STOCKHOLDERS OF
TENNECO, NEW TENNECO AND NEWPORT NEWS
Descriptions herein of the provisions of the Restated Certificate of
Incorporation of New Tenneco (the "New Tenneco Charter"), the Amended and
Restated Bylaws of New Tenneco (the "New Tenneco Bylaws"), the Restated
Certificate of Incorporation of Newport News (the "Newport News Charter") and
the Amended and Restated Bylaws of Newport News (the "Newport News Bylaws")
(including the provisions thereof relating to the classification of directors,
the calling of special meetings of stockholders, the advance notice
requirements for stockholder nominations and proposals and the setting of
record dates for actions by written consent of stockholders in lieu of a
meeting) are descriptions of the provisions therein which will be in effect
upon consummation of the Distributions. Except as otherwise indicated herein,
such provisions will be substantially identical to the provisions of the
Tenneco Charter and the Tenneco Bylaws as presently in effect. Upon
consummation of the Transaction, the Tenneco Charter will be amended, and the
bylaws of El Paso Subsidiary will become the new bylaws of Tenneco (with
certain modifications regarding the indemnification of directors and
officers), as described herein under "THE MERGER--Effects of the Merger."
CAPITALIZATION
Tenneco's authorized capital stock consists of 350,000,000 shares of Tenneco
Common Stock, 15,000,000 shares of Preferred Stock, without par value
("Tenneco Senior Preferred Shares"), and 50,000,000 shares of Junior Preferred
Stock, without par value ("Tenneco Junior Preferred Shares"). New Tenneco's
authorized capital stock consists of 350,000,000 shares of New Tenneco Common
Stock, and shares of preferred stock, par value $.01 per share ("New
Tenneco Preferred Stock"). Newport News' authorized capital stock consists of
70,000,000 shares of Newport News Common Stock, and shares of preferred
stock, par value $.01 per share ("Newport News Preferred Stock").
The Tenneco Board of Directors is generally authorized to issue the Tenneco
Senior Preferred Shares and the Tenneco Junior Preferred Shares in series and
to fix the terms of such series, but such authority is subject to numerous
requirements and/or limitations relating to, among other things, the voting
rights of such series and the ability of Tenneco to pay dividends and acquire
its capital stock. The Boards of Directors of New Tenneco and Newport News are
authorized to issue the New Tenneco Preferred Stock and Newport News Preferred
Stock, respectively, in series and to fix the terms of such series, without
limitation (other than as provided in the DGCL).
All series of Tenneco Senior Preferred Shares (but not Tenneco Junior
Preferred Shares) must rank on a parity with respect to the payment of
dividends. Any of the terms of a series of the New Tenneco Preferred Stock or
the Newport News Preferred Stock may differ from those of any other series
thereof.
CLASS VOTING
Under the Tenneco Charter, approval of two-thirds of the outstanding shares
of Tenneco Senior Preferred Shares or Tenneco Junior Preferred Shares, or of a
series thereof, is required for any charter amendment which adversely affects
the rights, powers or preferences of the Tenneco Senior Preferred Shares or
Tenneco Junior Preferred Shares, or of a series thereof, as the case may be.
Under both the New Tenneco Charter and the Newport News Charter, there is no
such two-thirds approval requirement; however, the DGCL generally requires any
charter amendment that so adversely affects a particular class or series of
stock be approved by a majority of the outstanding shares of such class or
series, as the case may be.
The Tenneco Charter requires separate class votes of the Tenneco Senior
Preferred Shares and of the Tenneco Junior Preferred Shares (i) to create a
class of stock ranking senior thereto, (ii) to sell, lease, transfer or convey
all or substantially all of Tenneco's assets or (iii) to merge with another
corporation (unless Tenneco survives). No such class votes are required under
either the New Tenneco Charter or the Newport News Charter.
BUSINESS COMBINATIONS
The Tenneco Charter prohibits certain "Business Combinations" with
"Interested Stockholders" (as defined therein) without supermajority
stockholder approval unless (i) approved by a majority of the "Continuing
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Directors" (as defined therein), or (ii) certain detailed requirements as to,
among other things, the value and type of consideration to be paid to the
Tenneco stockholders, the maintenance of Tenneco's dividend policy, the public
disclosure of the Business Combination and the absence of any major change in
Tenneco's business or equity capital structure without the approval of a
majority of Continuing Directors, have been satisfied. The same restrictions
apply in the New Tenneco Charter. The Newport News Charter contains no such
restrictions on such Business Combinations.
CHARTER AMENDMENTS
Under the Tenneco Charter and New Tenneco Charter, a majority in voting
power of the outstanding shares of voting stock is generally required to
effect a charter amendment, other than an amendment of the provisions relating
to Business Combinations. Each of the Tenneco Charter and the New Tenneco
Charter provides that, in addition to approval by the board of directors and
notwithstanding that a lesser percentage or separate class vote may be
specified by law, the certificate of incorporation or the bylaws, any proposal
to amend or repeal, or adopt any provision inconsistent with, the provisions
of the certificate of incorporation regarding Business Combinations proposed
by or on behalf of an Interested Stockholder or affiliate thereof requires the
affirmative vote of the holders of 66 2/3% in voting power of the outstanding
shares of voting stock, excluding voting stock beneficially owned by any
Interested Stockholder, unless the amendment or repeal of, or the adoption of
any provision inconsistent with, the provisions regarding Business
Combinations is unanimously recommended by the members of the board of
directors and if each of the members of the board of directors qualifies as a
Continuing Director.
Under the Newport News Charter, a majority in voting power of the
outstanding shares of voting stock is generally required to effect a charter
amendment.
STOCKHOLDER RIGHTS PLANS
Tenneco adopted a stockholder rights plan on May 24, 1988, which was amended
and restated on October 1, 1989 (the "Tenneco Rights Plan"). Pursuant to and
in accordance with such plan, one preferred share purchase right (a "Tenneco
Purchase Right") is attached to each share of Tenneco Common Stock. Each
Tenneco Purchase Right entitles the registered holder thereof to, among other
things, purchase, under certain circumstances, from Tenneco a unit consisting
of one one-hundredth of a share of Tenneco Series A Junior Preferred Stock.
Tenneco has amended the Tenneco Rights Plan to exempt El Paso and El Paso
Subsidiary from becoming an "acquiring person" thereunder, or otherwise
triggering the Tenneco Purchase Rights, solely by reason of the execution of
the Merger Agreement and consummation of the transactions contemplated
thereby, and to cause the Tenneco Purchase Rights to expire at the Merger
Effective Time.
In connection with the Transaction, New Tenneco will adopt a stockholder
rights plan (the "New Tenneco Rights Plan"). The New Tenneco Rights Plan is,
in all material respects, the same as the Tenneco Rights Plan except that the
Redemption Price (as defined therein), the Final Expiration Date (as defined
therein), the Purchase Price (as defined therein) and the number of one one-
hundredths of a share of New Tenneco preferred stock for which a right is
exercisable (which under the Tenneco Rights Plan may not be supplemented or
amended) may be supplemented or amended with stockholder approval. Newport
News will adopt a stockholder rights plan that is substantially identical to
the New Tenneco Rights Plan.
STOCKHOLDER MEETINGS
The New Tenneco Bylaws and the Newport News Bylaws provide that the New
Tenneco Board of Directors and the Newport News Board of Directors,
respectively, and the chairman of a meeting may adopt rules for the conduct of
stockholder meetings and specify the types of rules that may be adopted
(including the establishment of an agenda, rules relating to presence at the
meeting of persons other than stockholders, restrictions on entry at
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the meeting after commencement thereof and the imposition of time limitations
for questions by participants at the meeting). Such issues are not expressly
addressed by the Tenneco Bylaws.
NUMBER OF DIRECTORS
Under the Tenneco Charter, the number of directors constituting the whole
Tenneco Board of Directors is required to be not less than 8, nor more than
16, and determined from time to time, within such limits, by the Tenneco Board
of Directors. The New Tenneco Charter contains an identical provision with
respect to the New Tenneco Board.
Under the Newport News Charter, the number of directors constituting the
entire Newport News Board of Directors is required to be not less than 3, nor
more than 16, and determined from time to time, within such limits, by the
Newport News Board of Directors.
INDEMNIFICATION
The Tenneco Bylaws provide for mandatory indemnification for directors and
officers of Tenneco and for directors and officers of Tenneco serving as
directors and officers of other entities at the request of Tenneco to the
fullest extent permitted by the DGCL. The New Tenneco Bylaws and the Newport
News Bylaws provide similar mandatory indemnification except (i) such
indemnification includes directors and officers of New Tenneco and Newport
News, respectively, serving as directors, officers, employees or agents of
another entity at the request of New Tenneco and Newport News, respectively,
and (ii) suits (or parts thereof) instituted by any such indemnitee without
approval of the New Tenneco Board of Directors or the Newport News Board of
Directors, respectively, are excluded from such mandatory indemnification.
Both the New Tenneco Bylaws and the Newport News Bylaws also provide for
mandatory advancement of expenses in defending any proceeding for which
mandatory indemnification may be available. The Tenneco Bylaws do not provide
for such mandatory advancement of expenses.
Under the New Tenneco Bylaws and the Newport News Bylaws, persons claiming
indemnification or advancement may file suit in respect thereof if New Tenneco
or Newport News, respectively, do not pay such a claim within 30 days after
receipt of a written claim therefor and, if successful in whole or in part,
are entitled to be paid the expense of prosecuting such claim. The New Tenneco
Bylaws and the Newport News Bylaws provide that in any such action New Tenneco
or Newport News, respectively, shall have the burden of proving that the
indemnitee is not entitled to the requested indemnification or advancement.
Such issues are not expressly addressed by the Tenneco Bylaws.
DIRECTOR EXCULPATION
Pursuant to Section 102(b)(7) of the DGCL, the Tenneco Charter provides that
a director thereof shall not be liable to Tenneco or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Tenneco or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
Each of the New Tenneco Charter and the Newport News Charter provides that a
director of New Tenneco or Newport News, respectively, shall not be liable to
New Tenneco or Newport News, respectively, or its respective stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as the same exists or may thereafter be amended. Each of the
New Tenneco Charter and the Newport News Charter, therefore, affords directors
of New Tenneco and Newport News, respectively, the benefit of any subsequent
broadening of director exculpation permitted by the DGCL without the need for
a further charter amendment.
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INTERESTED TRANSACTIONS; RATIFICATION
The Tenneco Charter provides that a director of Tenneco shall not be
disqualified by his office from dealing or contracting with Tenneco either as
a vendor, purchaser or otherwise, nor shall any transaction or contract of
Tenneco be void or voidable by reason of the fact that any director or any
firm of which any director is a member, or any corporation of which any
director is a shareholder, officer or director, is in any way interested in
such transaction or contract, provided that such transaction or contract is or
shall be authorized, ratified or approved either (1) by a vote of a majority
of a quorum of the Board of Directors of Tenneco or of the Executive Committee
of Tenneco, without counting in such majority or quorum any director so
interested or a member of a firm so interested, or a shareholder, officer or
director of a corporation so interested, or (2) by the written consent, or by
the vote at any stockholders' meeting, of the holders of record of a majority
of all the outstanding shares of stock of Tenneco entitled to vote, nor shall
any director be liable to account to Tenneco for any profits realized by or
from or through any such transaction or contract of Tenneco authorized,
ratified or approved as aforesaid by reason of the fact that he, or any firm
of which he is a member or any corporation of which he is a shareholder,
officer or director was interested in such transaction or contract.
The Tenneco Bylaws provide that any transaction questioned in any
stockholders derivative suit on the ground of lack of authority, defective or
irregular execution, adverse interest of director, officer or stockholder,
nondisclosure, miscomputation, or the application of improper principles or
practices of accounting may be ratified before or after judgment, by the Board
of Directors of Tenneco or by Tenneco's stockholders. The Tenneco Bylaws also
provide that, if so ratified, the transaction shall have the same force and
effect as if it had been originally duly authorized, and said ratification
shall be binding upon Tenneco and its stockholders and shall continue as a bar
to any claim or execution of any judgment in respect of such questioned
transaction.
Neither the New Tenneco Charter or New Tenneco Bylaws nor the Newport News
Charter or Newport News Bylaws expressly address such issues. However, Section
144 of the DGCL provides, in relevant part, that no contract or transaction
between a corporation and one or more of its directors or officers, or between
a corporation and any other corporation, partnership, association, or other
organization in which 1 or more of its directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the board
of directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be
less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or (3) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee or
the shareholders.
CONTRACTS
Each of the New Tenneco Bylaws and the Newport News Bylaws provides that,
except as otherwise required by law, its certificate of incorporation or its
bylaws, any contracts or other instruments may be executed and delivered in
the name and on the behalf of the corporation by such officer or officers of
the corporation as the Board of Directors of the corporation may from time to
time direct. Each of the New Tenneco Bylaws and the Newport News Bylaws
provides that such authority may be general or confined to specific instances
as its Board may determine. Each of the New Tenneco Bylaws and the Newport
News Bylaws provides that (i) the Chairman of the Board, the President or any
Vice President may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the corporation, and
(ii) subject to any restrictions imposed by the Board, the Chairman of the
Board, the President or any Vice President of the corporation may delegate
contractual powers to others under his jurisdiction, it being understood,
however, that any such delegation of power shall not relieve such officer of
responsibility with respect to the exercise of such delegated power. Such
issues are not expressly addressed by the Tenneco Bylaws.
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PROXIES
Each of the New Tenneco Bylaws and the Newport News Bylaws provides that
unless otherwise provided by resolution adopted by its Board of Directors, the
Chairman of the Board, the President or any Vice President may from time to
time appoint an attorney or attorneys or agent or agents of the corporation,
in the name and on behalf of the corporation, to cast the votes which the
corporation may be entitled to cast as the holder of stock or other securities
in any other corporation or other entity, any of whose stock or other
securities may be held by the corporation, at meetings of the holders of the
stock or other securities of such other corporation or other entity, or to
consent in writing, in the name of the corporation as such holder, to any
action by such other corporation or other entity, and may instruct the person
or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises. Such issues are not expressly addressed by the Tenneco Bylaws.
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INFORMATION CONCERNING EL PASO
El Paso is a Delaware corporation which was incorporated in 1928. In
recognition of changes in the natural gas industry and the manner in which El
Paso manages its businesses, and in order to facilitate a more detailed
understanding of the various activities in which it engages, El Paso began
doing business under the name El Paso Energy Corporation (effective April 22,
1996) and has segregated its business activities into three business segments:
(i) natural gas transmission, (ii) field and merchant services, and (iii)
corporate and other.
The natural gas transmission segment includes one of the nation's largest
mainline natural gas transmission systems, connecting natural gas supply
regions in New Mexico, Texas, Oklahoma, and Colorado to markets in California,
Nevada, Arizona, New Mexico, Texas, and northern Mexico. The transmission
system consists of approximately 10,000 miles of pipelines and is connected to
one of the most prolific supply basins in the nation, the San Juan Basin of
northern New Mexico and southern Colorado.
The field and merchant services segment provides field services, including
gathering, products extraction, dehydration, purification and compression. In
addition, the field and merchant services segment purchases, markets and
trades natural gas, natural gas liquids, power and other energy commodities,
and provides risk management activities associated with those commodities.
This segment has approximately 7,900 miles of gathering lines and 64,000
horsepower of compression located in the San Juan, Anadarko, and Permian
Basins, and in East Texas and Louisiana.
The corporate and other segment includes El Paso Energy International,
through which El Paso conducts its international activities, and other
corporate activities.
DESCRIPTION OF EL PASO PREFERRED STOCK AND DEPOSITARY SHARES
The following description of the terms of the El Paso Preferred Stock and
the El Paso Preferred Depositary Shares does not purport to be complete and is
subject to and qualified in its entirety to the Certificate of Designation for
the El Paso Preferred Stock and the Depositary Agreement, forms of which have
been or will be filed as exhibits to, or incorporated by reference into, this
Joint Proxy Statement-Prospectus.
EL PASO PREFERRED STOCK
If the stockholders of El Paso do not approve the Stock Issuance, El Paso's
Board of Directors will authorize the issuance of up to shares of the El
Paso Preferred Stock (based on an Average El Paso Common Price of $ ), to be
known as the Adjustable Rate Cumulative Preferred Stock.
The El Paso Preferred Stock will mature 20 years from date of issuance. The
El Paso Preferred Stock will be redeemable by El Paso at its option at any
time after the fifth anniversary of the Merger in whole, or in part from time
to time, on at least 30 but not more than 60 days' notice, at a redemption
price of $1,000 per share (in all cases plus dividends accrued to but
excluding the date fixed for redemption). El Paso may, at any time by and at
its option, exchange the El Paso Preferred Stock by exchanging, for each share
of El Paso Preferred Stock, the number of shares of El Paso Common Stock
having an aggregate market value of $1,000 (in all cases plus a cash payment
equal to the amount of dividends accrued to but excluding the date fixed for
redemption). It is expected that the El Paso Preferred Stock will rank senior
to El Paso's existing shares of Series A Junior Preferred Stock.
Dividends on the El Paso Preferred Stock will accrue from the date of issue
and will be payable quarterly on the last days of March, June, September and
December in each year (each, a "Dividend Payment Date"). The first Dividend
Payment Date shall be the next Dividend Payment Date following the date of
issue. The holders of the El Paso Preferred Stock will be entitled to
cumulative cash dividends only when, as and if declared by the Board of
Directors of El Paso and out of funds legally available therefor. Accrued but
unpaid dividends on the El Paso Preferred Stock will not bear interest. The
yield on and other terms of the El Paso Preferred Stock shall be fixed so as
to cause the market price of 25 El Paso Preferred Depositary Shares to equal
approximately $1,000. The applicable rate for each dividend period shall be
the average of quotations from at least two reference banks, one selected by
El Paso and one by Tenneco except that the applicable rate for the first
dividend period
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will be set by Morgan Stanley if the reference banks for Tenneco and El Paso
do not agree. The applicable dividend rate will not be less than 6.0% per
annum nor higher than 10.0% per annum.
Whenever dividends or distributions payable on El Paso Preferred Stock are
in arrears, and until such dividends and distributions are paid in full, El
Paso shall not (i) declare or pay dividends and distributions on, redeem,
purchase or otherwise acquire any shares of stock ranking junior to or on a
parity with the El Paso Preferred Stock, with certain exceptions, or (ii)
purchase or otherwise acquire any shares of El Paso Preferred Stock, with
certain exceptions.
In the event of any liquidation (voluntary or involuntary), dissolution or
winding up of the affairs of El Paso and before any distribution of assets to
holders of stock ranking junior to the El Paso Preferred Stock, the holders of
shares of El Paso Preferred Stock then outstanding shall be entitled to
receive, out of the assets available for distribution to holders of El Paso
Preferred Stock, an amount per share equal to $1,000 plus accrued dividends,
if any, to the date of payment.
Holders of the El Paso Preferred Stock will be entitled to 15 votes per
share on each matter submitted to a vote at any meeting of El Paso's
stockholders. Whenever dividends are in arrears for six or more dividend
periods, the occurrence of such contingency shall mark the beginning of a
default period which shall extend until such time as all accrued and unpaid
dividends on the El Paso Preferred Stock shall have been declared and paid in
full. During each such default period, the holders of El Paso Preferred Stock,
voting separately as a class, shall have the right to elect two additional
directors to El Paso's Board of Directors.
Shares of additional series of El Paso Preferred Stock may be issued from
time to time subject to limitations set forth in the El Paso Charter and in
the resolutions of the El Paso Board of Directors providing for any such
series which shall be mutually fixed by Tenneco and El Paso.
For a description of provisions contained in the El Paso Charter (as
defined) which are intended to protect stockholders of El Paso against certain
takeover bids, see the sections entitled "Fair Price Provisions" and
"Stockholder Rights Plan" under "COMPARISON OF RIGHTS OF STOCKHOLDERS OF
TENNECO AND EL PASO".
Request will be made for the El Paso Preferred Depositary Shares to be rated
by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group.
El Paso will cause the El Paso Preferred Depositary Shares to be listed on
the NYSE.
EL PASO PREFERRED DEPOSITARY SHARES
The El Paso Preferred Stock will be issued to the depositary under the
Depositary Agreement. El Paso Preferred Depositary Shares, each representing a
one-twenty-fifth fractional interest in a whole share of El Paso Preferred
Stock, would then be issued to holders of Tenneco Common Stock in the Merger.
Pursuant to the Depositary Agreement, holders of El Paso Preferred Depositary
Shares will have rights substantially equivalent to those of holders of whole
shares of El Paso Preferred Stock (to the extent of their fractional interests
therein).
COMPARISON OF RIGHTS OF STOCKHOLDERS OF TENNECO AND EL PASO
GENERAL
As a result of the Merger, holders of Tenneco Common Stock and Tenneco
Preferred Stock will become holders of El Paso Common Stock and possibly, in
the case of the holders of Tenneco Common Stock, El Paso Preferred Depositary
Shares and the rights of all such former Tenneco Stockholders thereafter will
be governed by the Restated Certificate of Incorporation of El Paso (the "El
Paso Charter"), the By-laws of El Paso (the "El Paso By-laws"), the DGCL and,
under certain circumstances, the Depositary Agreement. The rights of the
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holders of Tenneco Common Stock and Tenneco Preferred Stock presently are
governed by the Tenneco Charter, the Tenneco Bylaws and the DGCL. The following
summary, which does not purport to be a complete statement of the general
differences among the rights of the stockholders of El Paso and Tenneco, sets
forth certain differences between the El Paso Charter and the Tenneco Charter
(as presently in effect) and between the El Paso By-laws and Tenneco Bylaws (as
presently in effect). This summary is qualified in its entirety by reference to
the full text of each of such documents and the DGCL. For information as to how
such documents may be obtained, see "AVAILABLE INFORMATION." If the Transaction
is approved at the Tenneco Special Meeting, the Charter Amendment will be filed
the following day and will eliminate certain rights, powers and preferences of
the Tenneco Junior Preferred Shares. See "THE CHARTER AMENDMENT." Upon
consummation of the Merger, the Tenneco Charter and Tenneco Bylaws will be
amended as described herein under "THE MERGER--Effects of the Merger."
AUTHORIZED CAPITAL STOCK
El Paso. The total authorized capital stock of El Paso consists of
100,000,000 shares of El Paso Common Stock, par value $3.00 per share, and
25,000,000 shares of preferred stock, par value $.01 per share. El Paso has
designated 1,000,000 shares of preferred stock as Series A Junior Participating
Preferred Stock, par value $.01 per share (the "El Paso Series A Junior
Preferred Stock"), for its stockholder rights plan, none of which is
outstanding. See "--Stockholder Rights Plan." In addition, if the El Paso
stockholders do not approve the Stock Issuance, El Paso will designate and
issue the El Paso Preferred Stock in connection with the Merger. See
"DESCRIPTION OF EL PASO PREFERRED STOCK AND DEPOSITARY SHARES" for a
description of the terms of El Paso Preferred Stock which may be issued in
connection with the Merger.
Tenneco. The total number of authorized shares of capital stock of Tenneco is
415,000,000 shares of stock, consisting of 350,000,000 shares of Tenneco Common
Stock, 15,000,000 shares of the Tenneco Senior Preferred Shares, and 50,000,000
shares of the Tenneco Junior Preferred Shares. Tenneco has designated 803,723
shares of Tenneco Senior Preferred Shares as $4.50 Preferred Stock and
1,957,607 shares of the Tenneco Senior Preferred Shares as $7.40 Preferred
Stock. Tenneco has also designated 3,500,000 shares of the Tenneco Junior
Preferred Shares as the Tenneco Series A Junior Preferred Stock, for its
stockholder rights plan, none of which have been issued. See "--Stockholder
Rights Plan." In addition, in connection with the Merger Tenneco plans to issue
shares of a new series of the Tenneco Junior Preferred Shares pursuant to the
NPS Issuance. See "THE NPS ISSUANCE," "THE CHARTER AMENDMENT" and "DESCRIPTION
OF THE TENNECO JUNIOR PREFERRED STOCK AND DEPOSITARY SHARES."
PREEMPTIVE RIGHTS
Under the DGCL, a stockholder does not have preemptive rights unless such
rights are specifically granted in the certificate of incorporation. Both the
El Paso Charter and the Tenneco Charter deny preemptive rights to their
respective stockholders.
VOTING RIGHTS
Under the DGCL, unless otherwise provided in the certificate of incorporation
and subject to other qualifications of the DGCL, each stockholder is entitled
to one vote for each share of capital stock held.
El Paso. Each holder of any class or series of El Paso stock is entitled to
one vote for each share having voting power with respect to each matter upon
which a vote is being taken, except as provided in the El Paso Charter. The El
Paso Charter provides that holders of El Paso Series A Junior Preferred Stock
are entitled to 100 votes per share on all matters submitted to a vote of the
stockholders of El Paso, subject to adjustment. Each share of El Paso Preferred
Stock would entitle the holder thereof to 15 votes per share on all matters
submitted to a vote at any meeting of El Paso's stockholders. In addition, the
El Paso Charter provides that holders of preferred stock of El Paso, including
holders of El Paso Series A Junior Preferred Stock and any El Paso Preferred
Stock issued in connection with the Merger, shall have the right to vote
together as a class to elect two directors of El Paso during any period that
dividends on such stock are in arrears in an amount equal to six quarterly
dividends.
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Tenneco. Generally, holders of Tenneco Common Stock are entitled to one vote
for each share held at all meetings of stockholders and holders of Tenneco
Senior Preferred Shares and Tenneco Junior Preferred Shares are not entitled to
voting rights, unless such rights are granted in the resolution designating a
series of such stock. Holders of $7.40 Preferred Stock are entitled to one vote
for each share held at all meetings of the stockholders of Tenneco and holders
of Tenneco Series A Junior Preferred Stock are entitled to 100 votes per share
on all matters submitted to a vote of stockholders, subject to adjustment.
Holders of $7.40 Preferred Stock and Tenneco Series A Junior Preferred Stock
also are each entitled to vote to elect two directors of Tenneco during any
period that dividends payable on $7.40 Preferred Stock or Tenneco Series A
Junior Preferred Stock, as the case may be, are in arrears in an aggregate
amount equivalent to six full quarter-yearly dividends. Except as otherwise
provided by the DGCL and except as set forth in the Tenneco Charter with
respect to the rights of holders of Tenneco Senior Preferred Shares to vote on
certain matters, holders of $4.50 Preferred Stock are not entitled to vote.
In addition, consent of the holders of the Tenneco Senior Preferred Shares or
a series of such stock, as the case may be, must be obtained in the following
circumstances: (i) to amend, alter or repeal any provision of the Tenneco
Charter in a manner which adversely affects the rights, powers or preferences
of the Tenneco Senior Preferred Shares or of a series of such stock; (ii) to
create or authorize any class of stock ranking prior to or on a parity with the
Tenneco Senior Preferred Shares in respect of dividends or distribution of
assets on liquidation; (iii) to increase the authorized amount of any class of
stock ranking prior to or on a parity with the Tenneco Senior Preferred Shares
in respect of dividends or distribution of assets on liquidation; (iv) to
create or authorize any obligation or security convertible into Tenneco Senior
Preferred Shares or shares of any class of stock ranking prior to or on a
parity with Tenneco Senior Preferred Shares; (v) to purchase, redeem or
otherwise acquire for value any Tenneco Senior Preferred Shares or shares of
any class of stock ranking on a parity with Tenneco Senior Preferred Shares
while there is any default in the payment of dividends on the Tenneco Senior
Preferred Shares; or (vi) to sell, lease, transfer or convey all, or
substantially all, of Tenneco's property or businesses or to consolidate or
merge with any other corporation, with certain exceptions (including an
exception for mergers in which Tenneco is the surviving corporation).
Also, consents of the holders of Tenneco Junior Preferred Shares or a series
of such stock, as the case may be, must be obtained in the following
circumstances: (i) to amend, alter or repeal any provision of the Tenneco
Charter in a manner which adversely affects the rights, powers or preferences
of the Tenneco Junior Preferred Shares or of a series of such stock; (ii) to
create or authorize any class of stock ranking prior to or on a parity with the
Tenneco Junior Preferred Shares in respect of dividends or distribution of
assets on liquidation; (iii) to increase the authorized amount of any class of
stock ranking prior to or on a parity with the Tenneco Junior Preferred Shares
in respect of dividends or distribution of assets on liquidation; (iv) to
create or authorize any obligation or security convertible into Tenneco Junior
Preferred Shares or shares of any class of stock ranking prior to or on a
parity with Tenneco Junior Preferred Shares; (v) to purchase, redeem or
otherwise acquire for value any Tenneco Junior Preferred Shares while there is
any default in the payment of dividends on Tenneco Junior Preferred Shares; or
(vi) to sell, lease, transfer or convey all, or substantially all, of Tenneco's
property or businesses or to consolidate or merge with any other corporation,
with certain exceptions (including an exception for Mergers in which Tenneco is
the surviving corporation).
DIVIDENDS
The DGCL provides that the directors of a corporation, subject to
restrictions contained in its certificate of incorporation, may declare and pay
dividends on the shares of its capital stock either (i) out of surplus or (ii)
if there is no surplus, out of net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year, unless the corporation's
capital is less than the amount of capital represented by the issued and
outstanding stock of all classes having a preference upon the distribution of
assets.
El Paso. The El Paso By-laws provide that, except as otherwise provided by
statute or by the El Paso Charter, the El Paso Board of Directors may declare
dividends upon the shares of its capital stock either (i) out of its surplus or
(ii) if there is no surplus, out of its net profits for the fiscal year,
whenever, and in such amounts as, in its opinion it is advisable. The El Paso
Charter requires that dividends be paid on El Paso Series A Junior Preferred
Stock in preference to the holders of El Paso Common Stock or any other junior
stock of El Paso.
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The El Paso Charter provides that, whenever dividends or distributions
payable on El Paso Series A Junior Preferred Stock or El Paso Preferred Stock
are in arrears, and until such dividends and distributions are paid in full, El
Paso shall not (i) declare or pay dividends and distributions on, redeem,
purchase or otherwise acquire any shares of stock ranking junior to or on a
parity with El Paso Series A Junior Preferred Stock or El Paso Preferred Stock,
as the case may be, with certain exceptions, or (ii) purchase or otherwise
acquire shares of El Paso Series A Junior Preferred Stock, or El Paso Preferred
Stock, as the case may be, with certain exceptions. If issued in connection
with the Merger, the holders of the El Paso Preferred Stock will be entitled to
cumulative cash dividends only when, as and if declared by the Board of
Directors of El Paso and out of funds legally available therefor. The
applicable dividend rate will not be less than 6.0% per annum nor higher than
10.0% per annum, and will be fixed so as to cause 25 El Paso Preferred
Depositary Shares to have a market price of $1,000. See "DESCRIPTION OF EL PASO
PREFERRED STOCK AND DEPOSITARY SHARES."
Tenneco. The Tenneco Charter provides that, subject to the rights of holders
of Tenneco Senior Preferred Shares and Tenneco Junior Preferred Shares, the
Tenneco Board may declare and pay dividends on Tenneco Common Stock from time
to time out of funds legally available therefor. The dividend rate on the $7.40
Preferred Stock is $7.40 per share per annum and the dividend rate on the $4.50
Preferred Stock is $4.50 per share per annum. The Tenneco Charter further
provides that: (i) in no event shall any dividends be paid or distributions
made, (a) in the case of Tenneco Senior Preferred Shares, on any class of stock
ranking junior to the Tenneco Senior Preferred Shares, and (b) in the case of
Tenneco Junior Preferred Shares, on any shares of stock ranking junior to the
Tenneco Junior Preferred Shares; and (ii) no shares of such junior stock shall
be purchased, retired or otherwise acquired, in each case unless all dividends
on the Tenneco Senior Preferred Shares or Tenneco Junior Preferred Shares, as
the case may be, for past periods shall have been paid or declared and sums for
the payment thereof set apart and all such dividends for current periods shall
have been paid or declared.
REDEMPTION
The DGCL provides that the stock of any class or series may be made
redeemable by the corporation at its option or at the option of the holders of
such stock, subject to certain limitations imposed by the DGCL, including the
requirements that (i) the corporation have outstanding shares of at least one
class or series of stock with full voting power which shall not be subject to
redemption, (ii) redemption must be made in accordance with the certificate of
incorporation, and (iii) the redemption not occur when the capital of the
corporation is impaired and not cause an impairment to the capital of the
corporation, with certain exceptions.
El Paso. The El Paso Charter states that shares of El Paso Series A Junior
Preferred Stock shall not be redeemable. Any El Paso Preferred Stock issued in
the Merger will be redeemable at El Paso's option at any time after the fifth
anniversary of the Merger in whole or in part for $1,000 per share, plus
accrued and unpaid dividends. Each share of El Paso Preferred Stock will also
be exchangeable at El Paso's option at any time for shares of El Paso Common
Stock having an aggregate market value of $1,000, plus an amount in cash equal
to accrued and unpaid dividends.
Tenneco. The Tenneco Charter provides that Tenneco, at the option of the
Tenneco Board of Directors, may redeem any series of Tenneco Senior Preferred
Shares and Tenneco Junior Preferred Shares which, by its terms, is redeemable.
The Tenneco Charter further provides that shares of $7.40 Preferred Stock are
subject to (i) optional redemption by Tenneco on or after March 1, 1993 at a
price of $100 per share, and (ii) mandatory redemption by Tenneco (195,761
shares per year) at a price of $100 per share or by purchase thereof in such
manner as the Tenneco Board of Directors may determine from time to time at a
price not exceeding the mandatory redemption price, provided that all shares
outstanding on March 1, 1998 will be acquired by Tenneco on such date, in each
case, together with accrued and unpaid dividends. Shares of $4.50 Preferred
Stock are subject to (A) optional redemption by Tenneco at a price of $100 per
share, and (B) mandatory redemption by Tenneco for all shares outstanding on or
before the annual dividend payment date in 1999 at a price of $100 per share or
by purchase thereof in such manner as the Tenneco Board of Directors may
determine from time to time at a price not exceeding the mandatory redemption
price, in each case, together with accrued and unpaid dividends. Shares of
Tenneco Series A Junior Preferred Stock are subject to optional redemption at a
price per share equal to 100 times the "current per share market price" (as
defined in the Tenneco Charter) of Tenneco Common Stock on the date notice of
such redemption is mailed, subject to adjustment.
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LIQUIDATION
El Paso. The El Paso Charter provides that, upon liquidation, dissolution or
winding up of the company, no distribution shall be made to the holders of
shares of stock ranking junior to El Paso Series A Junior Preferred Stock until
holders of El Paso Series A Junior Preferred Stock have received the required
liquidation preference. Additionally, before any distribution of assets to
holders of stock ranking junior to the El Paso Preferred Stock, the holders of
shares of El Paso Preferred Stock then outstanding shall be entitled to receive
an amount per share equal to $1,000 plus accrued and unpaid dividends, if any,
to the date of payment. Following a certain liquidation payment to holders of
El Paso Common Stock, holders of El Paso Series A Junior Preferred Stock shall
receive a pro rata portion of any remaining assets to be distributed.
Tenneco. The Tenneco Charter provides that, in the event of a liquidation,
dissolution or winding up of the affairs of the company, (i) holders of Tenneco
Senior Preferred Shares are entitled to be paid in full the amounts fixed for
such stock before any distribution or payment shall be made to the holders of
any class of stock ranking junior to Tenneco Senior Preferred Shares, and (ii)
holders of Tenneco Junior Preferred Shares are entitled to be paid in full the
amounts fixed for such stock before any distribution or payment shall be made
to the holders of any class of stock ranking junior to Tenneco Junior Preferred
Shares. After payment has been made in full to holders of Tenneco Senior
Preferred Shares and Tenneco Junior Preferred Shares, the remaining assets and
funds of the corporation shall be distributed among holders of Tenneco Common
Stock.
SIZE OF THE BOARD OF DIRECTORS
El Paso. The El Paso By-laws provide for the number of directors to be not
less than one and permit the El Paso Board of Directors to fix the number of
directors by a vote of a majority of the directors then in office. The El Paso
Board of Directors currently consists of seven directors.
Tenneco. The Tenneco Bylaws provide for the number of directors to be not
less than eight nor more than sixteen and permit the Tenneco Board of Directors
by resolution adopted by a majority of the whole Board to fix the number of
directors. The Tenneco Board of Directors currently consists of eleven
directors.
ELECTION AND CLASSIFICATION OF THE BOARD OF DIRECTORS
El Paso. The entire El Paso Board of Directors is elected by the stockholders
of El Paso at each annual meeting of stockholders for a term of one year. As
discussed in "--Voting Rights," in certain circumstances holders of preferred
stock of El Paso are entitled to elect two directors to the El Paso Board of
Directors.
Tenneco. The Tenneco Board of Directors is divided into three classes of
directors. At each annual meeting of stockholders, successors to the class of
directors whose term expires at such annual meeting are elected for a three-
year term. In addition, as discussed in "--Voting Rights," in certain
circumstances holders of $7.40 Preferred Stock and Tenneco Series A Junior
Preferred Stock are each entitled to elect two directors to the Tenneco Board
of Directors. The Tenneco Charter provides that, whenever the holders of any
class of stock or any series of Tenneco Senior Preferred Shares or Tenneco
Junior Preferred Shares have the right to vote separately by class or series to
elect directors at an annual or special meeting of stockholders, such directors
are not to be divided into classes unless expressly provided in the Tenneco
Charter. The Tenneco Charter relating to the $7.40 Preferred Stock does not
require such directors to be divided into classes.
CUMULATIVE VOTING
The DGCL permits a certificate of incorporation to provide for cumulative
voting in the election of directors. Neither the El Paso Charter nor the
Tenneco Charter permits cumulative voting.
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REMOVAL OF DIRECTORS; FILLING VACANCIES
The DGCL provides that any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, unless the corporation has
a classified board or has cumulative voting. Unless otherwise provided in the
certificate of incorporation or by-laws, vacancies and newly created
directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
El Paso. The El Paso By-laws provide that any director of El Paso may be
removed, with or without cause, at any special meeting of the stockholders
called for that purpose, by the affirmative vote of the holders of a majority
of shares of El Paso entitled to vote for the election of such director, and
the vacancy in the Board caused by any such removal may be filled by the
stockholders at such a meeting. The ability of the stockholders of El Paso to
remove directors, however, is limited because the stockholders cannot call a
special meeting and no action by stockholders of El Paso may be taken by
written consent. Vacancies and newly created directorships may be filled in
the manner set forth in the DGCL.
Tenneco. As provided by the DGCL, because the Tenneco Board is classified,
stockholders may remove a director only for cause. In addition, the Tenneco
Bylaws provide that any vacancy on the Tenneco Board of Directors that results
from an increase in the number of directors may be filled by a majority of the
directors then in office, provided that a quorum is present, and any other
vacancy occurring in the Board may be filled by a majority of the directors
then in office, even if less than a quorum, or by a sole remaining director.
The ability of stockholders of Tenneco to remove a director also is limited
because such stockholders cannot call a special meeting of stockholders.
SPECIAL MEETINGS OF STOCKHOLDERS
Under the DGCL, special meetings of stockholders may be called by the board
of directors or by such persons authorized by the certificate of incorporation
or the by-laws.
El Paso. The El Paso By-laws provide that special meetings of the
stockholders for any purpose may be called only by a majority of the El Paso
Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or the Vice Chairman of the Board. The effect of this provision
is that a stockholder could not force stockholder consideration of a proposal
over the opposition of the El Paso Board, the Chairman of the Board, the Chief
Executive Officer, the President or the Vice Chairman of the Board by calling
a special meeting of stockholders prior to the time the El Paso Board of
Directors, the Chairman, the Chief Executive Officer, the President or the
Vice Chairman believes such consideration to be appropriate.
Tenneco. The Tenneco Bylaws provide that special meetings of stockholders
may be called only by the Tenneco Board of Directors. This provision prevents
a stockholder from forcing stockholder consideration of a proposal at a
special meeting over the opposition of the Tenneco Board of Directors.
STOCKHOLDER ACTION BY WRITTEN CONSENT
The DGCL provides that, unless otherwise provided in the certificate of
incorporation, any action of stockholders may be taken without a meeting,
without prior notice and without a vote, if consents in writing, setting forth
the action so taken, are signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
El Paso. The El Paso Charter provides that any action by the stockholders
will be taken at a meeting of stockholders and no action may be taken by
written consent of stockholders entitled to vote on such action. The
provisions of the El Paso Charter prohibiting stockholder action by written
consent may have the effect of delaying consideration of a stockholder
proposal until the next annual meeting of stockholders. These provisions
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also would prevent the holders of a majority of the voting power of the El
Paso Common Stock from unilaterally using the written consent procedure to
take stockholder action.
Tenneco. Stockholders of Tenneco are not prohibited from taking action by
written consent.
LIMITATION OF LIABILITY OF DIRECTORS
The DGCL permits a corporation to include a provision in its certificate of
incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of the
director's fiduciary duty, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) violation of certain provisions of the DGCL
relating to payment of dividends and stock repurchases, (iv) any transaction
from which the director derived an improper personal benefit, or (v) any act
or omission prior to the adoption of such provision. Each of the El Paso
Charter and the Tenneco Charter includes such a provision.
While these provisions provide directors with protection from awards of
monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, these provisions will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions described
above apply to an officer of the corporation only if he or she is a director
of the corporation and is acting in his or her capacity as director, and do
not apply to officers of the corporation who are not directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The DGCL permits a corporation to indemnify officers, directors, employees
and agents against amounts paid and expenses incurred in connection with an
action or proceeding to which such person is or is threatened to be made a
party by reason of such position if such person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation, and with respect to any criminal action which such person had
no reasonable cause to believe was unlawful. The DGCL provides that a
corporation may advance expenses of defense (upon receipt of an undertaking
from any such officer or director to reimburse the corporation if he is
ultimately not entitled to indemnification) and must reimburse a successful
defendant for expenses, including attorney's fees, actually and reasonably
incurred. The DGCL provides that, in any action brought by or in the right of
the corporation, indemnification may not be made for any claim, issue or
matter as to which a person has been adjudged by a court of competent
jurisdiction to be liable to the corporation, unless and only to the extent a
court determines that the person is entitled to indemnity for such expenses.
The El Paso By-laws contain substantially similar language. The Tenneco
Bylaws require indemnification of directors and officers to the extent
permitted by the DGCL and permit indemnification of employees or agents, at
the discretion of the Tenneco Board of Directors, to the same extent as
provided for directors and officers.
AMENDMENT OF BYLAWS
The DGCL vests the power to adopt, amend and repeal by-laws in the
stockholders entitled to vote and permits a corporation to confer such power
on its board of directors.
El Paso. The El Paso By-laws may be amended by the affirmative vote of a
majority of the entire El Paso Board of Directors, subject to the right of
stockholders to amend by-laws made or amended by the Board, by the affirmative
vote of a majority of the outstanding shares represented at a stockholder
meeting and entitled to vote thereon.
Tenneco. The Tenneco Bylaws provide that the Tenneco Board of Directors may
amend the Tenneco Bylaws, but any bylaws so amended may be amended by the
stockholders of Tenneco.
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AMENDMENT OF CERTIFICATE OF INCORPORATION
The DGCL provides that an amendment to the certificate of incorporation,
after being declared advisable by the board of directors, generally must be
approved by holders of a majority of the outstanding stock of the corporation
entitled to vote thereon, unless the certificate requires a greater
percentage.
El Paso. The El Paso Charter contains a provision requiring the affirmative
vote of not less than 51% of all shares entitled to vote in the election of
directors, excluding the stock of any Interested Stockholder (defined below,
with respect to El Paso), to amend (i) the "fair price" provisions described
below in "--Fair Price Provisions," and (ii) the provision prohibiting action
by stockholders by written consent. These provisions make it more difficult
for stockholders to make changes to the El Paso Charter, including changes
designed to facilitate the exercise of control over El Paso.
Tenneco. The Tenneco Charter provides that, in addition to approval by the
Board of Directors of Tenneco and notwithstanding that a lesser percentage or
separate class vote may be specified by law, the Tenneco Charter or the
Tenneco Bylaws, any proposal to amend, repeal or adopt any provision
inconsistent with the provisions of the Tenneco Charter regarding Business
Combinations proposed by or on behalf of an Interested Stockholder (as each of
such terms is defined below with respect to Tenneco) or affiliate thereof
requires the affirmative vote of the holders of 66 2/3% in voting power of the
outstanding shares of voting stock, excluding shares of voting stock
beneficially owned by any Interested Stockholder, unless the amendment, repeal
or the adoption of any provison inconsistent with the provisions regarding
Business Combinations is unanimously recommended by the members of the Board
of Directors of Tenneco and each of such members qualifies as a Continuing
Director (as defined below). In addition, under the Tenneco Charter approval
of two-thirds of the outstanding shares of Tenneco Senior Preferred Shares or
Tenneco Junior Preferred Shares, or of a series thereof, is required for any
charter amendment which adversely affects the rights, powers or preferences of
the Tenneco Senior Preferred Shares or Tenneco Junior Preferred Shares, or of
a series thereof, as the case may be.
BUSINESS COMBINATIONS
Under the DGCL, approval by the affirmative vote of the holders of a
majority of the outstanding stock of a corporation entitled to vote is
generally required for a merger or consolidation or sale, lease, or exchange
of all or substantially all of the corporation's assets to be consummated.
Unless the corporate charter provides otherwise, no vote of the stockholders
of a surviving corporation is required to approve a merger if (i) the
agreement of merger does not amend in any respect the surviving corporation's
charter, (ii) each share of the corporation's stock outstanding immediately
prior to the effective date of the merger is to remain outstanding, and (iii)
the number of shares of the surviving corporation's common stock to be issued
or delivered under the plan of merger does not exceed 20% of the surviving
corporation's common stock outstanding immediately prior to the effective date
of the merger. Neither the El Paso Charter nor the Tenneco Charter addresses
the vote required by stockholders of a surviving corporation to approve a
merger, unless the fair price provisions described below are applicable.
FAIR PRICE PROVISIONS
El Paso. The El Paso Charter provides that, in addition to any affirmative
vote otherwise required, the affirmative vote of not less than 51% of the
holders of stock entitled to vote in the election of directors, excluding the
stock of an Interested Stockholder (defined below) who is a party to a
Business Combination (defined in the El Paso Charter to include certain
transactions, including a merger, sale of assets and certain
recapitalizations), shall be required for the adoption or authorization of a
Business Combination, unless Disinterested Directors (as defined in the El
Paso Charter) determine by a two-thirds vote that: (i) the Interested
Stockholder is the beneficial owner of not less than 80% of all shares
entitled to vote in the election of directors and has declared its intention
to vote in favor of or to approve such Business Combination; or (ii)(A) the
fair market value of the consideration per share to be received or retained by
the holders of each class or series of stock of El Paso in a Business
Combination is equal to or greater than the consideration per share (including
brokerage commissions and
173
<PAGE>
soliciting dealer's fees) paid by such Interested Stockholder in acquiring the
largest number of shares of such class of stock previously acquired in any one
transaction or series of related transactions, whether before or after the
Interested Stockholder became an Interested Stockholder, and (B) the
Interested Stockholder shall not have received the benefit, directly or
indirectly (except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance provided by El Paso, whether
in anticipation of or in connection with such Business Combination or
otherwise.
For the purposes of the above paragraph, an "Interested Stockholder" is a
person other than El Paso who is (1) the beneficial owner of 10% or more of
the stock of El Paso entitled to vote for the election of directors, or (2) an
affiliate of El Paso which (A) at any time within a two-year period prior to
the record date for the vote on a Business Combination was the beneficial
owner of 10% or more of the stock entitled to vote in the election of
directors, or (B) at the completion of the Business Combination will be the
beneficial owner of 10% or more of such stock.
The "fair price" provision is intended to ensure that all stockholders
receive equal treatment in the event of a tender or exchange offer and to
protect stockholders against certain takeover bids. Notwithstanding the
foregoing, the provision also could have the effect of discouraging a third
party from making a tender or exchange offer for El Paso, even though such an
offer might be beneficial to El Paso and its stockholders.
Tenneco. The Tenneco Charter requires, in addition to any other affirmative
vote required, the affirmative vote of not less than 66 2/3% of the holders of
stock entitled to vote on all matters submitted to the stockholders generally,
excluding the stock of an Interested Stockholder (defined below), for the
approval of a Business Combination (defined to include certain transactions,
including a merger, certain sales or exchanges of assets or certain
recapitalizations) with or proposed by an Interested Stockholder or an
affiliate of such, unless certain criteria set forth in the Tenneco Charter
are met, including the requirements that either (i) such Business Combination
is approved by a majority of Continuing Directors (defined generally as
directors (a) who are not affiliates, associates or representatives of the
Interested Stockholder, and who were members of the Tenneco Board prior to the
Interested Stockholder becoming an Interested Stockholder or (b) who were
elected to succeed any of the Continuing Directors by a majority of the
Continuing Directors), or (ii) (a) the aggregate amount of cash and the fair
market value of consideration other than cash to be received by holders of
Tenneco Common Stock and holders of any class or series of outstanding capital
stock, other than Tenneco Common Stock, are each equal to a certain minimum
amount, (b) the consideration to be received by stockholders meets certain
requirements as to the form thereof, (c) a proxy or information statement
describing the proposed Business Combination is mailed to all Stockholders,
and (d) such Interested Stockholder shall not have made any major change in
Tenneco's business or equity capital structure without the approval of a
majority of the Continuing Directors.
For purposes of the above paragraph, the term "Interested Stockholder" means
any person (other than Tenneco or one of its subsidiaries and other than any
profit-sharing, employee stock ownership or other employee benefit plan of
Tenneco or one of its subsidiaries or any trustee of or fiduciary with respect
to any such plan when acting in such capacity) who (a) is or has announced or
publicly disclosed a plan or intention to become the beneficial owner of stock
representing 5% or more of the votes entitled to be cast by the holders of all
then outstanding shares of stock entitled to vote generally at stockholders'
meetings, or (b) is an affiliate or associate of the corporation and at any
time within the two-year period immediately prior to the date in question was
the beneficial owner of stock representing 5% or more of the votes entitled to
be cast by the holders of all then outstanding shares of stock which are
entitled to vote generally at stockholders' meetings.
STOCKHOLDER RIGHTS PLAN
El Paso. El Paso adopted a stockholder rights plan that is designed to
protect El Paso stockholders from coercive or unfair takeover tactics. To
implement the plan, in July 1992, El Paso's Board of Directors declared a
dividend distribution of one El Paso Purchase Right for each share of El Paso
Common Stock then outstanding. All shares of El Paso Common Stock issued
subsequently also include these El Paso Purchase Rights. One
174
<PAGE>
El Paso Purchase Right will be issued with respect to each share of El Paso
Common Stock issued pursuant to the Merger. Under certain conditions, each El
Paso Purchase Right may be exercised to purchase from El Paso one one-
hundredth of a share of El Paso Series A Junior Preferred Stock at a price of
$75 per one one-hundredth of a share, subject to adjustment.
The El Paso Purchase Rights are exercisable only if, without the prior
consent of the El Paso Board of Directors, a person or group becomes the
beneficial owner of 15% or more of the voting power of all outstanding voting
securities of El Paso (any such person or group, an "El Paso Acquiring
Person") or commences or announces a tender or exchange offer which would
result in such person or group becoming an El Paso Acquiring Person. In the
event that a person or group becomes an El Paso Acquiring Person, or, during
such time as there is an El Paso Acquiring Person, there shall be any
reclassification of securities, or recapitalization of El Paso, or any merger
or consolidation of El Paso with any of its subsidiaries or any other
transaction or series of transactions which has the effect, directly or
indirectly, of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of El Paso or any of its
subsidiaries which is directly or indirectly owned by the El Paso Acquiring
Person, then each El Paso Purchase Right not owned by the El Paso Acquiring
Person will entitle its holder to purchase, at the El Paso Purchase Right's
then-current exercise price, shares of El Paso Common Stock (or in certain
circumstances other equity securities of El Paso with at least the same
economic value as El Paso Common Stock) having a market value of twice the El
Paso Purchase Right's then-current exercise price. If, after the El Paso
Purchase Rights become exercisable, El Paso is involved in a merger or other
business combination transaction in which the El Paso Common Stock is
exchanged or changed, or it sells 50% or more of its assets or earning power,
each El Paso Purchase Right will entitle the holder to purchase, at the El
Paso Purchase Right's then-current exercise price, common stock of the
acquiring company having a value of twice the exercise price of the El Paso
Purchase Right. The El Paso Purchase Rights, which have no voting rights,
expire no later than July 7, 2002. The El Paso Purchase Rights may be redeemed
by El Paso under certain circumstances prior to their expiration date at a
purchase price of $.01 per El Paso Purchase Right. It is possible that the
existence of the El Paso Purchase Rights may have the effect of delaying,
deterring or preventing a takeover of El Paso.
Tenneco. Under the Tenneco Rights Plan, each holder of Tenneco Common Stock
of record on June 10, 1988 received one right which represents the right to
purchase one one-hundredth of a share of Tenneco Series A Junior Preferred
Stock (a "Tenneco Purchase Right"), exercisable at a price of $130 per one
one-hundredth of a share of Tenneco Series A Junior Preferred Stock, subject
to adjustment. If a person or group (i) becomes the beneficial owner of 20% or
more of the outstanding shares of Tenneco Common Stock (a "Tenneco Acquiring
Person"), unless such person or group becomes the owner of such percentage of
shares pursuant to a tender offer or exchange offer for all outstanding shares
of Tenneco Common Stock at a price and on terms determined by at least a
majority of the members of the Tenneco Board of Directors who are not officers
of Tenneco or representatives, nominees, affiliates or associates of a Tenneco
Acquiring Person, after receiving advice from one or more investment banking
firms, to be at a price that is fair to stockholders and otherwise in the best
interests of Tenneco and its stockholders, or (ii) has, in the judgment of the
Tenneco Board of Directors, acquired a substantial amount (not less than 10%)
of Tenneco Common Stock under certain motives deemed adverse to Tenneco's best
interests, each Tenneco Purchase Right entitles the holder to purchase, at the
exercise price of $130, shares of Tenneco Common Stock or other securities of
Tenneco having a value of twice such exercise price. If Tenneco is acquired in
a business combination in which Tenneco is not the surviving entity or if more
than 50% of Tenneco's assets or earning power is sold, each Tenneco Purchase
Right entitles the holder to purchase, at the exercise price, shares of the
acquiring person having a value of twice the exercise price. The Tenneco
Purchase Rights, under certain circumstances, are redeemable by Tenneco at a
price of $.02 per Tenneco Purchase Right. The Tenneco Purchase Rights, expire
June 10, 1998. See "THE MERGER" for a description of certain amendments to the
Tenneco Rights Plan made in connection with the Transaction.
175
<PAGE>
ACCOUNTING TREATMENT
Consummation of the Transaction is subject to certain conditions, including
receipt of a favorable ruling from the IRS to the effect that the
Distributions and certain internal spin-off transactions included in the
Corporate Restructuring Transactions will be tax-free for federal income tax
purposes and approval by the Tenneco Stockholders. Upon receipt of a favorable
ruling from the IRS, approval of the Transaction by Tenneco Stockholders and
approval of the Distributions and Charter Amendment by the initial record
holders of the Tenneco Junior Preferred Stock, Tenneco will restate its
consolidated financial statements to reflect discontinued operations. The
Distributions will be accounted for based on Tenneco's historical basis in the
assets and liabilities of the Industrial Business and Shipbuilding Business.
El Paso intends to account for the Merger using the purchase method of
accounting under GAAP and the rules and regulations of the SEC. Under the
purchase method of accounting, El Paso will be treated as the acquiror of
Tenneco and, as a result, the assets and liabilities of the Energy Business
will be recorded by El Paso at their estimated fair values. The historical
financial statements of the Energy Business included herein have not been
adjusted for any purchase price adjustments.
LEGAL MATTERS
The validity of the shares of El Paso Common Stock and El Paso Preferred
Depositary Shares offered hereby, as well as the El Paso Preferred Stock, will
be passed upon for El Paso by Fried, Frank, Harris, Shriver & Jacobson, a
partnership including professional corporations, New York, New York. Certain
federal income tax consequences in connection with the Merger and
Distributions will be passed upon for Tenneco by Jenner & Block, Chicago,
Illinois. Members of the firm of Jenner & Block, including Theodore R.
Tetzlaff, who is also General Counsel of Tenneco, own shares of
Tenneco Common Stock.
EXPERTS
The financial statements and schedules appearing in El Paso's Annual Report
on Form 10-K for the year ended December 31, 1995, have been audited by
Coopers & Lybrand L.L.P., independent accountants, as set forth in their
report thereon included therein and incorporated by reference herein. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The following financial statements and schedules included or incorporated by
reference in this Joint Proxy Statement-Prospectus and 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 herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports: (i) Tenneco
Inc. and consolidated subsidiaries included in Tenneco's Annual Report on Form
10-K, as amended, for the year ended December 31, 1995, incorporated by
reference herein; (ii) the Businesses of Tenneco Energy, included herein;
(iii) the Businesses of New Tenneco, included in the New Tenneco Information
Statement attached hereto as Appendix C; and (iv) the Businesses of Newport
News, included in the Newport News Information Statement attached hereto as
Appendix D.
The combined financial statements of Mobil Plastics Division of Mobil
Corporation for the year ended December 28, 1994 appearing in the Current
Report of Tenneco Inc. on Form 8-K dated November 17, 1995, which is
incorporated by reference herein, and the combined financial statements of
Mobil Plastics Division of Mobil Oil Corporation for the period December 29,
1994 to November 17, 1995 and the year ended December 28, 1994 appearing in
the New Tenneco Information Statement attached hereto as Appendix C, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and herein. Such financial statements have
been incorporated herein by reference and included herein in reliance upon
such reports given upon the authority of such firm as experts in accounting
and auditing.
176
<PAGE>
Representatives of Arthur Andersen LLP and Coopers & Lybrand L.L.P. are
expected to be present at the Tenneco Special Meeting and El Paso Special
Meeting, respectively, will have an opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions
from stockholders.
STOCKHOLDER PROPOSALS
Stockholders wishing to present proposals at the 1997 Annual Meeting of
Stockholders of Tenneco should submit such proposals in writing to Tenneco at
its principal executive offices no later than December 9, 1996, so that they
may be considered by Tenneco for inclusion in its proxy statement and form of
proxy relating to that meeting. Tenneco will consider for inclusion in the
proxy statement only proposals meeting the requirements of applicable SEC
rules.
Stockholder proposals submitted for inclusion in El Paso's proxy statement
to be issued in connection with El Paso's 1997 Annual Meeting of Stockholders
must be delivered to the Corporate Secretary, El Paso Natural Gas Company, 100
North Stanton Street, El Paso, Texas 79901, and must be received by the
Corporate Secretary on or before November 22, 1996. El Paso will consider for
inclusion in the proxy statement only proposals meeting the requirements of
applicable SEC rules.
177
<PAGE>
INDEX OF CERTAIN DEFINED TERMS
<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
"1995 Rate Case"................ 43
"$4.50 Preferred Stock"......... 2
"$7.40 Preferred Stock"......... 2
"Acquisition Transaction"....... 86
"Actual Energy Debt Amount"..... 12
"ALJ"........................... 20
"Ancillary Agreements".......... 19
"Average El Paso Common Price".. 3
"Average Period"................ 82
"Base Debt Amount".............. 12
"BBtu".......................... 113
"Benefits Agreement"............ 76
"Cash Realignment".............. 12
"Charter Amendment"............. 2
"Closing"....................... 80
"Code".......................... 20
"Collar"........................ 3
"Consulting Agreement".......... 21
"Corporate Restructuring
Transactions".................. 12
"Debt and Cash Allocation
Agreement"..................... 70
"Debt Cash Adjustment" ......... 12
"Debt Exchange Offer"........... 70
"Debt Realignment".............. 12
"Debt Tender Offers"............ 70
"Depositary Agreement".......... 21
"DGCL".......................... 21
"Distribution Agreement"........ 1
"Distribution Agent"............ 74
"Distribution Date"............. 13
"Distribution Record Date"...... 13
"Distributions"................. 1
"DLJ"........................... 59
"El Paso"....................... 1
"El Paso Common Stock".......... 2
"El Paso Preferred Depositary
Shares"........................ 2
"El Paso Preferred Stock"....... 2
"El Paso Record Date"........... 2
"El Paso Special Meeting........ 1
"El Paso Subsidiary"............ 1
"Eligible Stock"................ 93
"Energy Assets"................. 73
"Energy Business"............... 10
"Energy Group".................. 75
"Energy Liabilities"............ 73
"Energy Subsidiaries"........... 71
"Equity Consideration".......... 2
"Exchange Act".................. 4
"Exchange Agent"................ 84
"FERC".......................... 10
"GSR"........................... 20
"GSR Proceeding"................ 20
"GSR Ruling".................... 20
"HSR Act"....................... 20
"Higher Proposal"............... 86
"Industrial Assets"............. 73
"Industrial Business"........... 11
"Industrial Group".............. 75
"Industrial Liabilities"........ 73
</TABLE>
<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
"Insurance Agreement"................................................. 77
"Iroquois"............................................................ 113
"IRS"................................................................. 19
"IRS Ruling Letter"................................................... 19
"Lazard".............................................................. 55
"Maximum El Paso Price"............................................... 13
"Merger".............................................................. 1
"Merger Agreement".................................................... 1
"Merger Effective Time"............................................... 3
"Minimum El Paso Price"............................................... 13
"MMCF"................................................................ 113
"Natural Gas Act"..................................................... 113
"New Tenneco"......................................................... 1
"New Tenneco Common Stock"............................................ 13
"New Tenneco Distribution"............................................ 13
"New Tenneco Information Statement"................................... 4
"New Tenneco Registration Statement".................................. 4
"New Tenneco Rights Plan"............................................. 157
"Newport News"........................................................ 1
"Newport News Common Stock"........................................... 13
"Newport News Distribution"........................................... 2
"Newport News Financings"............................................. 70
"Newport News Information Statement".................................. 4
"Newport News Registration Statement"................................. 4
"NPS Issuance"........................................................ 12
"NPS Issuance Proceeds"............................................... 12
"NYSE"................................................................ 2
"Onder 636"........................................................... 42
"Registration Statement".............................................. 4
"S/I Transaction"..................................................... 86
"SEC"................................................................. 4
"Securities Act"...................................................... 4
"Shipbuilding Assets"................................................. 73
"Shipbuilding Business"............................................... 11
"Shipbuilding Group".................................................. 75
"Shipbuilding Liabilities"............................................ 73
"Stock Issuance"...................................................... 2
"Tax Opinion"......................................................... 20
"Tax Sharing Agreement"............................................... 78
"TBS Services Agreement".............................................. 78
"TCC"................................................................. 70
"Tenneco"............................................................. 1
"Tenneco Charter"..................................................... 12
"Tenneco Common Stock"................................................ 1
"Tenneco Energy"...................................................... 10
"Tenneco Energy Consolidated Debt".................................... 12
"Tenneco Junior Preferred Stock"...................................... 12
"Tenneco Preferred Stock"............................................. 2
"Tenneco Record Date"................................................. 1
"Tenneco Special Meeting"............................................. 1
"Tenneco Stock"....................................................... 2
"Tenneco Stockholders"................................................ 13
"Termination Date".................................................... 20
"Termination Fee"..................................................... 21
"TGP"................................................................. 10
"Transaction"......................................................... 1
"Transition Services Agreement"....................................... 78
"Viking".............................................................. 113
</TABLE>
178
<PAGE>
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE BUSINESSES OF TENNECO ENERGY
Report of Independent Public Accountants................................ F-3
Combined Statements of Income for each of the three years in period
ended December 31, 1995 and the six months ended June 30, 1996 and
1995................................................................... F-4
Combined Balance Sheets--December 31, 1995 and 1994 and June 30, 1996... F-5
Combined Statements of Cash Flows for each of the three years in the
period ended December 31, 1995 and the six months ended June 30, 1996
and 1995............................................................... F-6
Statements of Changes in Combined Equity for each of the three years in
the period ended December 31, 1995 and the six months ended June 30,
1996................................................................... F-7
Notes to Combined Financial Statements.................................. F-8
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts--The Businesses of Tenneco Energy..... S-1
</TABLE>
F-1
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tenneco Inc.:
We have audited the accompanying combined balance sheets of the businesses
of Tenneco Energy (see Note 1) as of December 31, 1995 and 1994, and the
related combined statements of income, cash flows and changes in combined
equity for each of the three years in the period ended December 31, 1995.
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 Energy as of December 31, 1995 and 1994, and the results
of its combined operations and cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
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 Energy taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
August 19, 1996
F-3
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER SIX MONTHS ENDED
31, JUNE 30,
--------------------- ----------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ------ ------ ------ ------ ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues..... $1,921 $2,381 $2,866 $1,370 $ 939
Other income--
Interest income.................... 85 65 25 31 44
Equity in net income of affiliated
companies......................... 65 51 47 18 37
Gain (loss) on sale of assets, net. 11 1 62 42 (7)
Gain on the sale by a subsidiary of
its stock......................... -- 23 -- -- --
Other income, net.................. 29 17 37 6 19
------ ------ ------ ------ ------
2,111 2,538 3,037 1,467 1,032
------ ------ ------ ------ ------
COSTS AND EXPENSES
Cost of gas sold..................... 954 1,472 1,786 795 493
Operating expenses................... 414 379 442 230 170
General and administrative........... 200 143 169 113 96
Finance charges...................... 79 75 51 34 43
Depreciation, depletion and
amortization........................ 196 102 170 107 90
------ ------ ------ ------ ------
1,843 2,171 2,618 1,279 892
------ ------ ------ ------ ------
Income before interest expense and
income taxes........................ 268 367 419 188 140
Interest expense, net of interest
allocated to affiliates............. 122 142 127 63 61
------ ------ ------ ------ ------
Income before income taxes........... 146 225 292 125 79
Income tax expense (benefit)......... (11) 72 104 22 32
------ ------ ------ ------ ------
Income before extraordinary loss..... 157 153 188 103 47
Extraordinary loss, net of income
tax................................. -- -- (25) -- --
------ ------ ------ ------ ------
Net income .......................... $ 157 $ 153 $ 163 $ 103 $ 47
====== ====== ====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these combined statements of income.
F-4
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------- JUNE 30,
(MILLIONS) 1995 1994 1996
- ---------- ------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments................ $ 249 $ 48 $ 100
Receivables--
Customer notes and accounts (net)................. 508 961 503
Affiliated companies.............................. 199 215 170
Gas transportation and exchange................... 64 214 151
Income taxes...................................... 133 234 105
Other............................................. 436 130 261
Inventories........................................ 24 22 24
Deferred income taxes.............................. -- -- 21
Prepayments and other.............................. 83 92 93
------ ------ ------
1,696 1,916 1,428
------ ------ ------
Investments and other assets:
Investment in affiliated companies................. 280 358 230
Long-term notes and other receivables (net) ....... 352 683 235
Goodwill........................................... 22 25 37
Other.............................................. 601 307 685
------ ------ ------
1,255 1,373 1,187
------ ------ ------
Plant, property and equipment, at cost............... 6,272 5,768 6,436
Less--Reserves for depreciation, depletion and
amortization...................................... 3,431 3,327 3,512
------ ------ ------
2,841 2,441 2,924
------ ------ ------
$5,792 $5,730 $5,539
====== ====== ======
LIABILITIES AND COMBINED EQUITY
Current liabilities:
Short-term debt (including current maturities on
long-term debt)................................... $ 456 $ 399 $ 521
Payables--
Trade............................................. 365 324 312
Affiliated companies.............................. 88 47 113
Gas transportation and exchange................... 28 159 107
Taxes accrued...................................... 525 56 25
Deferred income taxes.............................. 65 29 --
Interest accrued................................... 102 124 97
Natural gas pipeline revenue reservation........... 27 190 59
Other.............................................. 428 238 537
------ ------ ------
2,084 1,566 1,771
------ ------ ------
Long-term debt....................................... 1,811 2,242 1,519
------ ------ ------
Deferred income taxes................................ 323 735 413
------ ------ ------
Postretirement benefits.............................. 260 288 246
------ ------ ------
Deferred credits and other liabilities............... 478 351 406
------ ------ ------
Commitments and contingencies
Minority interest.................................... 19 19 18
------ ------ ------
Preferred stock with mandatory redemption provisions. 130 147 112
------ ------ ------
Combined equity...................................... 687 382 1,054
------ ------ ------
$5,792 $5,730 $5,539
====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these combined balance sheets.
F-5
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED ENDED
DECEMBER 31, JUNE 30,
--------------------- ------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ----- ----- ------- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income................................ $ 157 $ 153 $ 163 $ 103 $ 47
Adjustments to reconcile net income to net
cash provided (used) by operating
activities --
Extraordinary loss, net of tax.......... -- -- 25 -- --
Depreciation, depletion and
amortization........................... 196 102 170 107 90
Equity in net income of affiliated
companies, net of dividends............ (12) (3) (5) (1) (12)
Deferred income taxes................... 88 51 93 5 (7)
(Gain) loss on sale of assets, net...... (11) (24) (62) (42) 7
Cash paid for interest allocated to
affiliates, net of tax................. (117) (78) (81) (75) (56)
Changes in components of working
capital--
(Increase) decrease in receivables..... 451 17 78 19 163
(Increase) decrease in prepayments and
other current assets.................. 8 35 51 4 8
Increase (decrease) in payables........ (25) (262) (241) (2) (70)
Increase (decrease) in taxes accrued... 40 (252) 90 (235) 9
Increase (decrease) in interest
accrued............................... (52) (39) (32) (15) (27)
Increase (decrease) in natural gas
pipeline revenue reservation.......... (156) (91) 136 11 (179)
Increase (decrease) in other current
liabilities........................... (102) (60) (122) (161) (7)
(Increase) decrease in long-term notes
and other receivables (net)............ 332 228 -- 138 199
Take-or-pay (refunds to customers)
recoupments, net....................... 36 26 (34) 2 25
Other................................... (68) (81) (20) (43) (16)
----- ----- ------- ----- -----
Net cash provided (used) by operating
activities............................... 765 (278) 209 (185) 174
----- ----- ------- ----- -----
INVESTING ACTIVITIES
Net proceeds from sale of assets.......... 17 68 114 278 13
Expenditures for plant, property and
equipment................................ (337) (345) (171) (164) (113)
Acquisitions of businesses................ (241) -- -- -- (225)
Investments and other..................... 24 48 22 3 59
----- ----- ------- ----- -----
Net cash provided (used) by investing
activities............................... (537) (229) (35) 117 (266)
----- ----- ------- ----- -----
FINANCING ACTIVITIES
Issuance of Tenneco Inc. common, treasury
and SECT shares.......................... 102 188 1,215 46 39
Purchase of Tenneco Inc. common stock..... (655) (26) (7) (122) (450)
Redemption of Tenneco Inc. preferred
stock.................................... (20) (20) (30) (20) (20)
Dividends (Tenneco Inc. common and
preferred stock)......................... (286) (318) (307) (158) (146)
Redemption of equity securities by a
subsidiary............................... -- (160) -- -- --
Net increase (decrease) in short-term debt
excluding current maturities on long-term
debt..................................... 415 (97) 19 164 34
Issuance of long-term debt................ 594 -- -- -- --
Retirement of long-term debt.............. (497) (508) (1,335) (292) (180)
Net cash contributions from affiliates.... 320 1,367 396 301 786
----- ----- ------- ----- -----
Net cash provided (used) by financing
activities............................... (27) 426 (49) (81) 63
----- ----- ------- ----- -----
Increase (decrease) in cash and temporary
cash investments......................... 201 (81) 125 (149) (29)
Cash and temporary cash investments, at
beginning of period...................... 48 129 4 249 48
----- ----- ------- ----- -----
Cash and temporary cash investments, at
end of period............................ $ 249 $ 48 $ 129 $ 100 $ 19
===== ===== ======= ===== =====
Cash paid during the year for interest.... $ 420 $ 349 $ 498 $ 220 $ 210
Cash paid during the year for income taxes
(net of refunds and tax payments from
affiliates).............................. $(123) $(129) $ 14 $ 516 $ 56
</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-6
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
STATEMENTS OF CHANGES IN COMBINED EQUITY
<TABLE>
<CAPTION>
(MILLIONS)
- ----------
<S> <C>
Balance, December 31, 1992............................................ $(1,503)
Net income.......................................................... 163
Cash paid for interest allocated to affiliates, net of tax.......... (81)
Change in corporate debt allocated to affiliates.................... (905)
Cash contributions from (distributions to) affiliates, net.......... 396
Noncash contributions from (distributions to) affiliates, net....... 360
Contributions from (distributions to) shareowners, net.............. 918
-------
Balance, December 31, 1993............................................ (652)
Net income.......................................................... 153
Cash paid for interest allocated to affiliates, net of tax.......... (78)
Change in corporate debt allocated to affiliates.................... (135)
Cash contributions from (distributions to) affiliates, net.......... 1,367
Noncash contributions from (distributions to) affiliates, net....... (98)
Contributions from (distributions to) shareowners, net.............. (175)
-------
Balance, December 31, 1994............................................ 382
Net income.......................................................... 157
Cash paid for interest allocated to affiliates, net of tax.......... (117)
Change in corporate debt allocated to affiliates.................... 930
Cash contributions from (distributions to) affiliates, net.......... 320
Noncash contributions from (distributions to) affiliates, net....... (235)
Contributions from (distributions to) shareowners, net.............. (750)
-------
Balance, December 31, 1995............................................ 687
Net income.......................................................... 103
Cash paid for interest allocated to affiliates, net of tax.......... (75)
Change in corporate debt allocated to affiliates.................... 111
Cash contributions from (distributions to) affiliates, net.......... 301
Noncash contributions from (distributions to) affiliates, net....... 140
Contributions from (distributions to) shareowners, net.............. (213)
-------
Balance, June 30, 1996 (unaudited).................................... $ 1,054
=======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these statements of changes in combined equity.
F-7
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Basis of Presentation
The accompanying combined financial statements represent the financial
position, results of operations and cash flows of all energy businesses and
operations owned directly or indirectly by Tenneco Inc. ("Tenneco") and its
subsidiaries, and other existing and discontinued operations of Tenneco and
its subsidiaries other than those relating to Tenneco's automotive, packaging,
administrative services and shipbuilding businesses. The combination of these
energy businesses and operations and such other existing and discontinued
operations of Tenneco, together with Tenneco (which will remain the parent
company of such businesses and operations after the Distributions and Merger
described in Note 2 below) are collectively referred to herein as "Tenneco
Energy" or the "Company".
Investments in 20% to 50% owned companies where Tenneco Energy has the
ability to exert significant influence over operating and financial policies
are carried at cost plus equity in undistributed earnings since date of
acquisition. Reference is made to Note 11, "Investment in Affiliated
Companies," for information concerning significant equity method investees.
All significant transactions and balances among combined businesses have been
eliminated.
Description of Business
Tenneco Energy is engaged primarily in the interstate transportation of
natural gas. The Company is also engaged in related businesses that are not
generally subject to regulation by the Federal Energy Regulatory Commission
("FERC"). The principal activities of these businesses include the intrastate
transportation and marketing of natural gas, the development of and
participation in international natural gas pipelines, primarily in Australia,
the participation in international and domestic gas-fired power generation
projects and the development of natural gas production and production
financing programs, primarily in the United States. Tenneco Energy, through
its combined subsidiary Tenneco Credit Corporation ("TCC"), is also engaged in
financing, on a nonrecourse basis, receivables of certain current and former
operating divisions of Tenneco.
2. MERGER AND DISTRIBUTIONS
On June 19, 1996, Tenneco and El Paso Natural Gas Company ("El Paso")
entered into a merger agreement pursuant to which a subsidiary of El Paso will
be merged with and into Tenneco (the "Merger") which, immediately following
the distributions discussed below, will consist only of the energy businesses
and operations and the other existing and discontinued operations of Tenneco.
The Merger is part of a larger Tenneco reorganization (the "Transaction"),
which includes the distribution of all of the outstanding shares of common
stock of New Tenneco Inc., a newly formed subsidiary of Tenneco which, after
giving effect to certain corporate restructuring transactions, will hold
substantially all of the assets, liabilities and operations of Tenneco's
current automotive, packaging and administrative services businesses ("New
Tenneco"), and Newport News Shipbuilding Inc., a subsidiary of Tenneco that
was formerly named Tenneco InterAmerica Inc. and that will hold substantially
all of the assets, liabilities and operations of Tenneco's current
shipbuilding business ("Newport News"), to the holders of Tenneco common stock
(collectively, the "Distributions"). Upon completion of the Transaction,
holders of Tenneco common stock will receive equity securities in New Tenneco,
Newport News and El Paso.
Prior to the Transaction Tenneco intends to initiate a realignment of its
existing indebtedness. As part of the debt realignment, certain New Tenneco
debt will be offered in exchange for certain issues of Tenneco debt. Tenneco
will initiate tender offers for other Tenneco debt, and certain debt issues
may be defeased. These tender offers and defeasances will be financed by a
combination of new lines of credit of the Company, New Tenneco
F-8
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(which may declare and pay a dividend to Tenneco) and Newport News (which will
declare and pay a dividend of approximately $600 million to Tenneco). Upon
completion of the debt realignment, Tenneco will have responsibility for $2.65
billion of debt and preferred stock, subject to certain adjustments, Newport
News will have responsibility for the borrowings under its credit lines and
New Tenneco will have responsibility for the remaining debt.
The Transaction is subject to certain conditions, including receipt of a
favorable ruling from the Internal Revenue Service to the effect that the
Distributions and certain internal spin-off transactions will be tax-free for
federal income tax purposes and approval by Tenneco's shareowners.
In order to assist in the orderly transition of New Tenneco and Newport News
into separate, publicly held companies, Tenneco intends to modify, amend or
enter into certain contractual agreements with New Tenneco and Newport News,
including a tax sharing agreement (see "Income taxes" in Note 3), an employee
benefits agreement, an insurance agreement, an administrative services
agreement and other ancillary agreements. These agreements will provide, among
other things, that: (i) New Tenneco will become the sole sponsor of the
Tenneco Inc. Retirement Plan, the Tenneco Inc. Thrift Plan, and various
Tenneco Inc. welfare plans; (ii) New Tenneco and Newport News will retain
specific insurance policies relating to their businesses and will continue to
have rights and obligations under certain parent-company level insurance
policies of Tenneco; and (iii) at the election of Tenneco pursuant to El
Paso's request, New Tenneco will provide certain services, such as mainframe
data processing and product purchasing services, to the Company for a limited
period of time following the Distributions.
3. SUMMARY OF ACCOUNTING POLICIES
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 the Company's assets,
liabilities, revenues and expenses. Reference is made to the "Revenue
Recognition" and "Income Taxes" sections of this footnote and Notes 9, 13, 14
and 15 for additional information on significant estimates included in the
Company's combined financial statements.
Unaudited Interim Information
The unaudited interim combined financial statements as of June 30, 1996 and
for each of the six month periods ended June 30, 1996 and 1995, 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 the Company'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 may not be indicative
of operating results for an entire year.
Notes Receivable and Allowance for Doubtful Accounts and Notes
Short-term notes receivable of $302 million and $305 million were
outstanding at December 31, 1995 and 1994, respectively, of which $216 million
and $284 million, respectively, related to TCC. These notes receivable are
presented net of unearned finance charges of $26 million and $43 million at
December 31, 1995 and 1994, respectively, which related to TCC. At December
31, 1995 and 1994, unearned finance charges related to long-term notes and
other receivables were $23 million and $66 million, respectively, which relate
to TCC.
F-9
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995 and 1994, the allowance for doubtful accounts and
notes receivable was $49 million and $21 million, respectively.
Inventory
Inventories, consisting of materials and supplies are valued at the lower of
average cost or market.
Property, Plant and Equipment, at Cost
The majority of the Company's property, plant and equipment consists of its
investment in interstate and intrastate pipeline systems. At December 31, 1995
and 1994, $223 million and $160 million, respectively, of the Company's
property, plant and equipment balance is construction work in progress.
Additionally, the Company has recorded capitalized interest and an allowance
for equity funds used during construction in the cost of property, plant and
equipment. Pursuant to a FERC order, Tennessee Gas Pipeline Company, a
combined subsidiary of the Company ("Tennessee") recorded all natural gas in
storage as a fixed asset. As of December 31, 1995 and 1994, the balance of
Tennessee's natural gas in storage included in property, plant and equipment
was $96 million.
Depreciation, Depletion and amortization
Depreciation of the Company's regulated transmission plants are provided
using the composite method over the estimated useful lives of the depreciable
facilities. The rates for depreciation range from 2% to 5%. Costs of
properties that are not operating units, as defined by the FERC, which are
retired, sold or abandoned by the regulated subsidiaries are credited or
charged, net of salvage, to accumulated depreciation. Gains or losses on sales
of operating units are credited or charged to income.
Depreciation of the Company's nonregulated properties is provided using the
straight line or composite method which, in the opinion of management, is
adequate to allocate the cost of properties over their estimated useful lives.
Goodwill
Goodwill is being amortized over a 15-year period using the straight-line
method. Such amortization amounted to $1.8 million for 1995, 1994 and 1993 and
is included in "Other income, net" in the accompanying combined statements of
income. Accumulated amortization of goodwill was $5.4 million and $3.6 million
at December 31, 1995 and 1994, respectively.
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 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 circumstances. These liabilities are
included in the combined balance sheets at their undiscounted amounts.
Recoveries are evaluated separately from the liability and, when recovery is
assured, are
F-10
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
recorded and reported separately from the associated liability in the combined
financial statements. Reference is made to Note 15, "Commitments and
Contingencies--Environmental Matters" for further information on this subject.
Revenue Recognition
The regulated subsidiaries of the Company are subject to FERC regulations
and, accordingly, revenues are collected subject to possible refunds pending
final FERC orders. The regulated subsidiaries record rate refund accruals
based on management's estimate of the expected income impact of the rate
proceedings. The Company has recorded revenue reservations of $27 million and
$190 million as of December 31, 1995 and 1994, respectively. The Company
believes the estimate for revenues subject to refund is adequate.
Other Income
Gains or losses on the sale by a subsidiary of its stock are included in
"Other Income, net" in the accompanying combined statements of income.
Income Taxes
The Company 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.
Tenneco, together with certain of its subsidiaries which are owned 80% or
more (including Tenneco Energy), have entered into an agreement to file a
consolidated U.S. federal income tax return. Such agreement provides, among
other things, that (i) each company in a taxable income position will be
currently charged with an amount equivalent to its federal income tax computed
on a separate return basis, and (ii) each company in a tax loss position will
be reimbursed currently to the extent its deductions, including general
business credits, are utilized in the consolidated return. The income tax
amounts reflected in the combined financial statements of Tenneco Energy under
the provisions of the tax sharing arrangement are not materially different
from the income taxes which would have been provided had Tenneco Energy filed
a separate tax return. Under the tax sharing agreement, Tenneco pays all
federal taxes directly and bills or refunds, as applicable, its subsidiaries,
including those comprising Tenneco Energy, for the applicable portion of the
total tax payments.
In connection with the Distributions, the current tax sharing agreement will
be cancelled and the Company will enter into a tax sharing agreement among
Newport News, New Tenneco and El Paso. 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
Distributions. Generally, Tenneco will be liable for taxes imposed on Tenneco
Energy. Federal income taxes imposed with respect to periods prior to the
consummation of the Distributions on the combined activities of Tenneco and
other members of its consolidated group prior to giving effect to the
Distributions will be allocated among the Company, New Tenneco and Newport
News according to their respective share of consolidated taxable income.
Changes in Accounting Principles
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("FAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments
F-11
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
of Liabilities," which establishes new accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of
liabilities. The statement is effective for transactions occurring after
December 31, 1996. The impact of the new standard has not been determined.
Effective January 1, 1996, the Company adopted FAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". FAS No. 121 establishes new accounting standards for measuring the
impairment of long-lived assets. The adoption of this new standard had no
material impact on the Company's combined financial position or results of
operations.
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees, after employment but before retirement, on the accrual basis rather
than the "pay-as-you-go" basis. The adoption of this new standard had no
material impact on the Company's combined financial position or results of
operations.
Risk Management Activities
The Company is currently a party to financial instruments and commodity
contracts to hedge its exposure to changes in interest rates and natural gas
prices. These financial instruments and commodity contracts are accounted for
on the accrual basis with gains and losses being recognized based on the type
of contract and exposure being hedged. The amounts paid or received under
interest rate swap agreements are recognized, on the accrual basis, as an
adjustment to interest expense. Net gains and losses on energy commodity
contracts and financial instruments are deferred and recognized when the
hedged transaction is consummated. In the combined statements of cash flows,
cash receipts or payments related to these financial instruments and commodity
contracts are classified consistent with the cash flows from the transactions
being hedged.
4. ACQUISITIONS
During 1995, the Company acquired the natural gas pipeline assets of the
Pipeline Authority of South Australia, which includes a 488-mile pipeline, for
approximately $225 million. Also during 1995, the Company acquired a 50%
interest in two gas-fired cogeneration plants from ARK Energy, a privately-
owned power generation company, for approximately $65 million in cash and
Tenneco common stock. Each of the acquisitions was accounted for as a
purchase. If these assets and investments had been acquired January 1, 1995,
net income would not have been significantly different from the reported
amount.
5. DISPOSITION OF ASSETS AND EXTRAORDINARY LOSS
Disposition of Assets
During the first six months of 1996, the Company sold its 13.2% interest in
Iroquois Gas Transmission System, L.P., its 50% interest in Dauphin Island
Gathering System, an investment in stock and certain other assets, resulting
in a pre-tax gain of $42 million.
In December 1995, the Company sold its 50% interest in Kern River Gas
Transmission Company ("Kern River") for a pre-tax gain of $30 million. Kern
River owns a 904-mile pipeline extending from Wyoming to California. Also in
1995, the Company sold certain other facilities and assets for a combined pre-
tax loss of $19 million.
In 1994, Tenneco Energy Resources Corporation, a combined subsidiary which
operates the Company's nonregulated gas marketing and intrastate pipeline
businesses, issued 50 shares of its common stock, diluting Tenneco's ownership
in this subsidiary to 80% and resulting in a gain of $23 million. No taxes
were provided on the gain because management expects that the recorded
investment will be recovered in a tax-free manner.
F-12
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
During 1993, the Company disposed of two wholly-owned companies, Viking Gas
Transmission Company and Dean Pipeline Company, and investments in stock and
certain other assets for a total pre-tax gain of $62 million.
Extraordinary Loss
In April 1993, Tenneco issued 23.5 million shares of its common stock for
approximately $1.1 billion. The proceeds were used to retire $327 million of
short-term debt, $688 million of long-term debt and $14 million of variable-
rate preferred stock. In November 1993, Tenneco retired DM250 million bonds.
The redemption premium related to the retirement of long-term debt resulting
from these two transactions ($25 million, net of income tax benefits of $13
million) was recorded as an extraordinary loss.
6. TRANSACTIONS WITH AFFILIATES
Combined Equity
The "Combined equity" caption in the accompanying combined financial
statements represents Tenneco's cumulative investment in the combined
businesses of Tenneco Energy. Changes in the "Combined equity" caption
represent the net income of the Company, cash paid for interest allocated to
affiliates, net of tax, changes in corporate debt allocated to affiliates, net
cash and noncash contributions from (distributions to) affiliates and net
contributions from (distributions to) shareowners. Reference is made to the
Statements of Changes in Combined Equity for an analysis of activity in the
"Combined equity" caption for each of the three years ended December 31, 1995
and for the six months ended June 30, 1996.
General and Administrative Expenses
Included in the total general and administrative expenses for 1995, 1994 and
1993, is $16 million, $13 million, and $17 million, respectively, which
represents Tenneco Energy's share of Tenneco's corporate general and
administrative costs for legal, financial, communication and other
administrative services. Tenneco's corporate general and administrative
expenses are allocated based on the estimated level of effort devoted to
Tenneco's various operations and relative size based on revenues, gross
property and payroll. The Company's management believes the method for
allocating corporate general and administrative expenses is reasonable. Total
general and administrative expenses reflected in the accompanying combined
statements of income are reasonable when compared with the total general and
administrative costs Tenneco Energy would have incurred on a stand-alone
basis.
Corporate Debt and Interest Allocations
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 New Tenneco and Newport News
based upon the portion of Tenneco's investment in New Tenneco and Newport News
which is deemed to be debt, generally based upon the ratio of New Tenneco's
and Newport News' 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 7.7%, 8.3% and 7.4% for 1995, 1994 and
1993, respectively. Total pre-tax interest expense allocated to New Tenneco
and Newport News in 1995, 1994 and 1993 was $180 million, $120 million and
$124 million, respectively. New Tenneco and Newport News have also been
allocated tax benefits totaling approximately 35% of the allocated pre-tax
interest expense. Although interest expense, and the related tax effects, have
been allocated to New Tenneco and Newport News
F-13
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
for financial reporting on a historical basis, New Tenneco and Newport News
have not been billed for these amounts. The changes in allocated corporate
debt and the after-tax allocated interest expense have been included as a
component of the Company's combined equity. Although, management believes that
the historical allocation of corporate debt and interest expense is
reasonable, it is not necessarily indicative of the Company's debt upon
completion of the Debt Realignment.
Notes and Advances Payable with Affiliates
"Cash contributions from (distributions to) affiliates" in the Statements of
Changes in Combined Equity consist of net cash changes in notes and advances
payable between the Company and New Tenneco and Newport News which have been
included in combined equity. Historically, Tenneco has utilized notes and
advances to centrally manage cash funding requirements for its consolidated
group.
At December 31, 1995 and 1994, the Company had an interest bearing note
payable to New Tenneco totaling $494 million and $310 million, respectively,
which is due on demand and is included as a component of the Company's
combined equity. At December 31, 1995 and 1994, the Company had a non-interest
bearing note payable to Newport News totalling $965 million and $991 million,
respectively, which is due on demand and is included as a component of the
Company's combined equity.
Accounts Receivable and Accounts Payable--Affiliated Companies
The "Payables--Affiliated companies" balance primarily includes billings for
general and administrative costs incurred by New Tenneco and charged to
Tenneco Energy. The "Receivables--Affiliated companies" balance primarily
relates to billings for U.S. income taxes incurred by Tenneco and charged to
New Tenneco and Newport News. Affiliated accounts receivable and accounts
payable between the Company and New Tenneco and Newport News will be settled,
capitalized or converted into ordinary trade accounts, as applicable, as part
of the Distributions.
Employee Benefits
Certain employees of the Company participate in Tenneco's employee stock
ownership and employee stock purchase plans. The Tenneco employee stock
ownership plan provides for the grant of Tenneco common stock options and
other stock awards at a price not greater 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. Certain
employees of New Tenneco and Newport News also participate in Tenneco's
employee stock ownership and employee stock purchase plans. The cost of stock
issued to these employees is billed to New Tenneco and Newport News. In
connection with the Distributions, outstanding options on Tenneco common stock
held by the Company's employees will be vested so that they become fully
exercisable prior to the Merger. If not exercised prior to the Merger, such
options will be cancelled upon consummation of the Merger. Outstanding options
on Tenneco common stock held by New Tenneco and Newport News employees will be
converted into new options of New Tenneco and Newport News, as applicable, so
as to preserve the aggregate value of the options held prior to the
Distributions.
Employees of the Company also participate in certain Tenneco postretirement
and pension plans. Reference is made to Notes 13 and 14 for a further
discussion of the plans.
Sales of Receivables
TCC purchased $513 million and $384 million of trade receivables from New
Tenneco at December 31, 1995 and 1994, respectively. TCC sells these trade
receivables to a third party in the ordinary course of business.
F-14
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
7. LONG-TERM DEBT, SHORT-TERM DEBT AND FINANCING ARRANGEMENTS
Long-Term Corporate Debt
A summary of long-term corporate debt obligations of the Company at December
31, 1995 and 1994, is set forth in the following table:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- ------ ------
<S> <C> <C>
Tenneco Inc.--
Debentures due 1998 through 2025, average effective interest
rate 8.7% in 1995 and 9.7% in 1994 (net of $2 million in 1995
and 1994 of unamortized discount)............................. $ 698 $ 398
Notes due 1996 through 2005, average effective interest rate
8.8% in 1995 and 9.2% in 1994 (net of $5 million in 1995 and
$4 million in 1994 of unamortized discount)................... 1,962 1,681
Tennessee Gas Pipeline Company--
Debentures due 2011, effective interest rate 15.1% in 1995 and
1994 (net of $216 million in 1995 and $219 million in 1994 of
unamortized discount)......................................... 184 181
Notes due 1996 through 1997, average effective interest rate
9.7% in 1995 and 10.1% in 1994 (net of $5 million in 1995 and
$8 million in 1994 of unamortized discount)................... 573 808
Tenneco Credit Corporation--
Senior notes due 1996 through 2001, average effective interest
rate 9.7% in 1995 and 9.6% in 1994 (net of $1 million in 1995
and $2 million in 1994 of unamortized discount)............... 549 749
Medium-term notes due 1996 through 2002, average interest rate
9.0% in 1995 and 9.4% in 1994................................. 38 73
Subordinated notes due 1998 through 2001, average interest rate
9.9% in 1995 and 1994......................................... 92 92
Other subsidiaries--
Notes due 1996 through 2014, average effective interest rate
8.6% in 1995 and 8.0% in 1994 (net of $14 million in 1995 and
$15 million in 1994 of unamortized discount).................. 8 4
------ ------
4,104 3,986
Less--Current maturities......................................... 414 485
------ ------
Total long-term corporate debt............................... $3,690 $3,501
====== ======
</TABLE>
The aggregate maturities and sinking fund requirements applicable to the
issues outstanding at December 31, 1995, are $414 million, $513 million, $838
million, $250 million and $175 million for 1996, 1997, 1998, 1999 and 2000,
respectively.
Long-Term Corporate Debt Allocation
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- -------- --------
<S> <C> <C>
Total long-term corporate debt................................ $ 3,690 $ 3,501
Less: Long-term corporate debt allocated to New Tenneco and
Newport News................................................. (1,879) (1,259)
-------- --------
Total long-term corporate debt, net of allocation to New
Tenneco and Newport News................................... $ 1,811 $ 2,242
======== ========
</TABLE>
- --------
Note: Reference is made to Note 6 for information concerning debt allocated to
New Tenneco and Newport News.
F-15
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Short-Term Corporate Debt
The Company uses commercial paper, lines of credit and overnight borrowings
to finance its short-term capital requirements. Information regarding short-
term debt for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1995 1994
--------------------- ---------------------
TENNECO TENNECO
COMMERCIAL CREDIT COMMERCIAL CREDIT
(MILLIONS) PAPER AGREEMENTS PAPER AGREEMENTS
- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Outstanding borrowings at end of
year.............................. $346 $ 85 $ -- $ 17
Weighted average interest rate on
outstanding borrowings at end of
year.............................. 6.2% 7.2% -- 10.7%
Approximate maximum month-end
outstanding borrowings during
year.............................. $615 $467 $362 $133
Approximate average month-end
outstanding borrowings during
year.............................. $109 $104 $164 $ 51
</TABLE>
- --------
Note:Includes borrowings under both committed credit facilities and
uncommitted lines of credit and similar arrangements.
Tenneco had other short-term borrowings outstanding of $24 million at
December 31, 1995, and none at December 31, 1994.
Short-Term Corporate Debt Allocation
<TABLE>
<CAPTION>
1995 1994
----- -----
<S> <C> <C>
Current maturities on long-term corporate debt.................... $ 414 $ 485
Commercial paper.................................................. 346 --
Credit agreements................................................. 85 17
Other............................................................. 24 --
----- -----
Total short-term corporate debt (including current maturities on
long-term corporate debt)...................................... 869 502
Less: Short-term corporate debt allocated to New Tenneco and
Newport News................................................... (413) (103)
----- -----
Total short-term corporate debt, net of allocation to New
Tenneco and Newport News..................................... $ 456 $399
===== =====
</TABLE>
- --------
Note:Reference is made to Note 6 for information concerning corporate debt
allocated to New Tenneco and Newport News.
Financing Arrangements
As of December 31, 1995, Tenneco had arranged committed credit facilities of
approximately $2.5 billion:
<TABLE>
<CAPTION>
COMMITTED CREDIT FACILITIES(a)
------------------------------------------
(MILLIONS) TERM COMMITMENTS UTILIZED AVAILABLE
- ---------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C>
Tenneco credit agreements............ 1996-1999 $2,400(b) $346(c) $2,054
Other credit agreements.............. various 79 35 44
------ ---- ------
$2,479 $381 $2,098
====== ==== ======
</TABLE>
- --------
Notes:(a) These facilities generally require the payment of commitment fees on
the unused portion of the total commitment and facility fees on the
total commitment.
(b) In 1996, $400 million of these agreements expire; the remainder are
committed through 1999. Of the total committed long-term credit
facilities, $400 million are available to both Tenneco and TCC.
(c) Tenneco's committed long-term credit facilities support its
commercial paper borrowings; consequently, the amount available under
the committed long-term credit facilities is reduced by outstanding
commercial paper borrowings.
F-16
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
8. FINANCIAL INSTRUMENTS
The carrying and estimated fair values of the Company's financial
instruments by class at December 31, 1995 and 1994, were as follows:
<TABLE>
<CAPTION>
1995 1994
--------------- ---------------
(MILLIONS) CARRYING FAIR CARRYING FAIR
ASSETS (LIABILITIES) AMOUNT VALUE AMOUNT VALUE
- -------------------- -------- ------ -------- ------
<S> <C> <C> <C> <C>
Asset and Liability Instruments
Cash and temporary cash investments........ $ 249 $ 249 $ 48 $ 48
Receivables (customer and long-term)....... 860 860 1,644 1,644
Accounts payable (trade)................... (365) (365) (324) (324)
Short-term debt (excluding current
maturities) (Note)........................ (455) (455) (17) (17)
Long-term debt (including current
maturities) (Note)........................ (4,104) (4,692) (3,986) (4,206)
Instruments With Off-Balance-Sheet Risk
Derivative
Interest rate swaps:
In a net receivable position........... -- 10 -- --
In a net payable position.............. -- (22) -- (30)
Natural gas swaps, futures and options... -- 3 -- (5)
Non-derivative
Financial guarantees..................... -- (14) -- (14)
</TABLE>
- --------
Note: The carrying amounts and estimated fair values of short-term debt and
long-term debt are before allocation of corporate debt to New Tenneco
and Newport News. Reference is made to Note 6 for information concerning
corporate debt allocated to New Tenneco and Newport News.
Asset and Liability Instruments
The fair value of cash and temporary cash investments, receivables, accounts
payable, and short-term debt in the above table was considered to be the same
as or was determined not to be materially different from the carrying amount.
At December 31, 1995 and 1994, respectively, Tenneco Energy's aggregate
customer and long-term receivable balance was concentrated by industry as
follows: energy industry 22% and 21%; automotive parts industry 9% and 11%;
packaging industry 8% and 13%; and farm and construction equipment industry
52% and 47%; all other amounts were not significant. Receivables in the
automotive parts, packaging and farm and construction equipment industries
result from TCC's financing receivables of current and former operating
divisions of Tenneco. TCC sells these trade receivables to a third party in
the ordinary course of business.
Long-term debt--The fair value of fixed-rate long-term debt was based on the
market value of debt with similar maturities and interest rates; the carrying
amount of floating-rate debt was assumed to approximate its fair value.
Instruments With Off-Balance-Sheet Risk
Derivative
Interest Rate Swaps--The fair value of interest rate swaps was based on the
cost that would have been incurred to buy out those swaps in a loss position
and the consideration that would have been received to terminate those swaps
in a gain position. At December 31, 1995 and 1994, the Company was a party to
swaps with a notional value of $1.5 billion and $1.6 billion, respectively. At
December 31, 1995, $750 million were in a net receivable position and $795
million were in a net payable position. At December 31, 1994, the entire $1.6
billion was in a net payable position. Notional amounts associated with these
swaps do not represent future cash payment requirements. These contractual
amounts are only used as a base to measure amounts to be exchanged at
specified settlement dates.
F-17
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Consistent with its overall policy, the Company uses these instruments from
time to time only to hedge known, quantifiable risks arising from fluctuations
in interest rates. The counterparties to these interest rate swaps are major
international financial institutions. The risk associated with counterparty
default on interest rate swaps is measured as the cost of replacing, at the
prevailing market rates, those contracts in a gain position. In the event of
non-performance by the counterparties, the cost to replace outstanding
interest rate swaps at December 31, 1995 and 1994, would not have been
material.
Price Risk Management--The Company uses exchange-traded futures and option
contracts and over-the-counter option and swap contracts to reduce its
exposure to fluctuations in the prices of natural gas. The fair value of these
contracts is based upon the estimated consideration that would be received to
terminate those contracts in a gain position and the estimated cost that would
be incurred to terminate those contracts in a loss position. As of December
31, 1995 and 1994, these contracts, maturing through 1997 and 1996,
respectively, had an absolute notional contract quantity of 321 Bcf and 187
Bcf, respectively. Since the contracts described above are designated as
hedges whose fair values correlate to price movements of natural gas, any
gains or losses on the contracts resulting from market changes will be offset
by losses or gains on the hedged transactions. The Company has off-balance
sheet risk of credit loss in the event of non-performance by counterparties to
all over-the-counter contracts. However, the Company does not anticipate non-
performance by the counterparties.
Non-derivative
Guarantees--At December 31, 1995 and 1994, the Company had guaranteed
payment and performance of approximately $14 million, primarily with respect
to letters of credit and other guarantees supporting various financing and
operating activities.
9. FEDERAL ENERGY REGULATORY COMMISSION REGULATORY MATTERS
Restructuring Proceedings
On April 8, 1992, the FERC issued Order 636 which restructured the natural
gas industry by requiring mandatory unbundling of pipeline sales and
transportation services. Numerous parties appealed, to the U.S. Court of
Appeals for the D.C. Circuit Court, the legality of Order 636 generally, as
well as the legality of specific provisions of Order 636. On July 16, 1996,
the U.S. Court of Appeals for the D.C. Circuit issued its decision upholding,
in large part, Order 636. The Court remanded to the FERC several issues for
further explanation, including further explanation of the FERC's decision to
allow pipelines to recover 100% of their gas supply realignment ("GSR") costs.
Tennessee implemented revisions to its tariff, effective on September 1,
1993, which restructured its transportation, storage and sales services to
convert Tennessee from primarily a merchant to primarily a transporter of gas
as required by Order 636. As a result of this restructuring, Tennessee's gas
sales declined while certain obligations to producers under long-term gas
supply contracts continued, causing Tennessee to incur significant
restructuring transition costs. Pursuant to the provisions of Order 636
allowing for the recovery of transition costs related to the restructuring,
Tennessee has made filings to recover GSR costs resulting from remaining gas
purchase obligations, costs related to its Bastian Bay facilities, the
remaining unrecovered balance of purchased gas ("PGA") costs and the
"stranded" cost of Tennessee's continuing contractual obligation to pay for
capacity on other pipeline systems ("TBO costs").
Tennessee's filings to recover costs related to its Bastian Bay facilities
have been rejected by the FERC based on the continued use of the gas
production from the field; however, the FERC recognized the ability of
Tennessee to file for the recovery of losses upon disposition of these assets.
Tennessee has filed for appellate
F-18
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
review of the FERC actions and is confident that the Bastian Bay costs will
ultimately be recovered as transition costs under Order 636; the FERC has not
contested the ultimate recoverability of these costs.
The filings implementing Tennessee's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery was made subject to refund pending FERC review and approval for
eligibility and prudence: 1) direct-billing of unrecovered PGA costs to its
former sales customers over a twelve-month period; 2) recovery of TBO costs,
which Tennessee is obligated to pay under existing contracts, through a
surcharge from firm transportation customers, adjusted annually; and 3) GSR
cost recovery of 90% of such costs over a period of up to 36 months from firm
transportation customers and recovery of 10% of such costs from interruptible
transportation customers over a period of up to 60 months.
Following negotiations with its customers, Tennessee filed in July 1994 with
the FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides
for the recovery of PGA costs of approximately $100 million and the recovery
of costs associated with the transfer of storage gas inventory to new storage
customers in Tennessee's restructuring proceeding. The PGA Stipulation
eliminates all challenges to the PGA costs, but establishes a cap on the
charges that may be imposed upon former sales customers. On November 15, 1994,
the FERC issued an order approving the PGA Stipulation and resolving all
outstanding issues. On April 5, 1995, the FERC issued its order on rehearing
affirming its initial approval of the PGA Stipulation. Tennessee implemented
the terms of the PGA Stipulation and made refunds in May 1995. The refunds had
no material effect on Tenneco Energy's reported net income. The orders
approving the PGA Stipulation have been appealed to the D.C. Circuit Court of
Appeals by certain customers. Tennessee believes the FERC orders approving the
PGA Stipulation will be upheld on appeal.
Tennessee is recovering through a surcharge, subject to refund, TBO costs
formerly incurred to perform its sales function. The FERC subsequently issued
an order requiring Tennessee to refund certain costs from this surcharge and
refunds were made in May 1996. Tennessee is appealing this decision and
believes such appeal will likely be successful.
With regard to Tennessee's GSR costs, Tennessee, along with three other
pipelines, executed four separate settlement agreements with Dakota
Gasification Company and the U.S. Department of Energy and initiated four
separate proceedings at the FERC seeking approval to implement the settlement
agreements. The settlement resolved litigation concerning purchases made by
Tennessee of synthetic gas produced from the Great Plains Coal Gasification
plant ("Great Plains"). The FERC previously ruled that the costs related to
the Great Plains project are eligible for recovery through GSR and other
special recovery mechanisms and that the costs are eligible for recovery for
the duration of the term of the original gas purchase agreements. On October
18, 1994, the FERC consolidated the four proceedings and set them for hearing
before an administrative law judge ("ALJ"). The hearing, which concluded in
July 1995, was limited to the issue of whether the settlement agreements are
prudent. The ALJ concluded, in his initial decision issued in December 1995,
that the settlement was imprudent. Tennessee has filed exceptions to this
initial decision and believes that this decision will not impair Tennessee's
recovery of the costs resulting from this contract. On July 17, 1996, the FERC
ordered oral arguments to be heard September 1996.
Also related to Tennessee's GSR costs, on October 14, 1993, Tennessee was
sued in the State District Court of Ector County, Texas, by ICA Energy, Inc.
("ICA") and TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
TransTexas contended that Tennessee had an obligation to purchase gas
production which TransTexas thereafter attempted to add unilaterally to the
reserves originally dedicated to a 1979 gas contract. An amendment to the
pleading sought $1.5 billion from Tennessee for alleged damages caused by
Tennessee's refusal to purchase gas produced from the TransTexas leases
covering the new production and lands. In June 1996, Tennessee reached a
settlement with ICA and TransTexas for $125 million wherein ICA and TransTexas
agreed to terminate the contract, released Tennessee from liability under the
contract, and indemnified Tennessee against future claims, including royalty
owner claims.
F-19
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Tennessee has been engaged in other settlement and contract reformation
discussions with other holders of certain gas purchase contracts who have sued
Tennessee. On August 1, 1995, the Texas Supreme Court affirmed a ruling of the
Court of Appeals favorable to Tennessee in one of these matters and indicated
that it would remand the case to the trial court. On April 18, 1996, however,
the Texas Supreme Court withdrew its initial opinion and issued an opinion
reversing the Court of Appeals opinion on the matter which was favorable to
Tennessee. In June 1996, Tennessee filed a motion for rehearing with the Texas
Supreme Court which was denied in August 1996. The Supreme Court's April 1996
ruling explicitly preserves Tennessee's defenses based on bad faith conduct of
the producers. Nothing in the Supreme Court's decision affects Tennessee's
ability to seek recovery of its above-market costs of purchasing gas under the
contract from its customers as GSR costs in proceedings currently pending
before the FERC. In addition, Tennessee has initiated two lawsuits against the
holders of this gas purchase contract, seeking damages related to their
conduct in connection with that contract. Tennessee has accrued amounts which
it believes are appropriate to cover the resolution of the litigation
associated with its contract reformation efforts.
As of June 30, 1996, and December 31, 1995, Tennessee has deferred GSR costs
yet to be recovered from its customers of approximately $551 million and $462
million, respectively, net of $380 million and $316 million, respectively,
previously recovered from its customers, subject to refund. A phased
proceeding is underway at the FERC with respect to the recovery of Tennessee's
GSR costs. Testimony has been completed in connection with Phase I of that
proceeding relating to the eligibility of GSR cost recovery; oral argument on
eligibility issues has been set by a FERC ALJ for late October 1996. Phase II
of the proceeding on the prudency of the costs to be recovered and on certain
contract specific eligibility issues has not yet been scheduled, but will
likely occur sometime after the ALJ's decision in Phase I is issued. The FERC
has generally encouraged pipelines to settle such issues through negotiations
with customers. Although the Order 636 transition cost recovery mechanism
provides for complete recovery by pipelines of eligible and prudently incurred
transition costs, certain customers have challenged the prudence and
eligibility of Tennessee's GSR costs and Tennessee has engaged in settlement
discussions with its customers concerning the amount of such costs in response
to the FERC statements acknowledging the desirability of such settlements.
Given the uncertainty over the results of ongoing discussions between
Tennessee and its customers related to the recovery of GSR costs and the
uncertainty related to predicting the outcome of its gas purchase contract
reformation efforts and the associated litigation, the Company is unable to
predict the timing or the ultimate impact that the resolution of these issues
will have on its combined financial position or results of operations.
Rate Proceedings
On December 30, 1994, Tennessee filed for a general rate increase (the "1995
Rate Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, Tennessee
began collecting rates, subject to refund, reflecting an $87 million increase
in Tennessee's annual revenue requirement. A Stipulation and Agreement was
filed with an ALJ in this proceeding on April 5, 1996. This Stipulation, which
is currently pending before the FERC, proposed to resolve the rates subject to
the 1995 Rate Case, including structural rate design and increased revenue
requirements, and Tennessee is reserving revenues it believes are adequate to
cover any refunds that may be required upon final settlement of this
proceeding.
F-20
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
10. INCOME TAXES
Following is a comparative analysis of the components of combined income tax
expense (benefit) for the years 1995, 1994 and 1993:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
---------- ---- ---- ----
<S> <C> <C> <C>
Current--
U.S. ................................................ $(96) $25 $(11)
State and local...................................... (3) (4) 22
---- --- ----
(99) 21 11
---- --- ----
Deferred--
U.S.................................................. 76 39 82
State and local...................................... 12 12 11
---- --- ----
88 51 93
---- --- ----
Income tax expense (benefit)........................... $(11) $72 $104
==== === ====
</TABLE>
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 (benefit) reflected in the combined statements of income for the years
1995, 1994 and 1993:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
---------- ---- ---- ----
<S> <C> <C> <C>
Tax expense computed at the statutory U.S. federal
income tax rate........................................ $ 51 $79 $102
Increases (reductions) in income tax expense resulting
from:
State and local taxes on income, net of U.S. federal
income tax benefit................................... 6 5 21
U.S. federal income tax rate change................... -- -- 4
Permanent differences on sales of assets.............. 12 -- (15)
Realization of unrecognized deferred tax assets....... (72) -- --
Other................................................. (8) (12) (8)
---- --- ----
Income tax expense (benefit)............................ $(11) $72 $104
==== === ====
</TABLE>
Current U.S. income tax expense (benefit) for the years ended December 31,
1995, 1994 and 1993, includes a reduction in tax benefits of $63 million, $42
million and $44 million, respectively, related to the allocation of corporate
interest expense to New Tenneco and Newport News. Reference is made to Note 6
for information concerning corporate debt allocated to New Tenneco and Newport
News from the Company.
F-21
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The components of the Company's net deferred tax liability at December 31,
1995 and 1994, were as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
---------- ---- ------
<S> <C> <C>
Deferred tax assets--
U.S. capital loss carryforwards.......................... $163 $ 267
Postretirement benefits other than pensions.............. 104 107
GSR reserve.............................................. 141 --
Environmental reserve.................................... 75 81
Other.................................................... 76 119
Valuation allowance...................................... (117) (293)
---- ------
Net deferred tax asset................................... 442 281
---- ------
Deferred tax liabilities--
Tax over book depreciation............................... 440 437
Asset related to GSR costs of operations regulated by the
FERC.................................................... 141 --
Other regulatory assets.................................. 67 56
Debt related items....................................... 43 44
Book versus tax gains and losses on asset disposals...... 23 321
Other.................................................... 116 187
---- ------
Total deferred tax liability............................. 830 1,045
---- ------
Net deferred tax liability................................. $388 $ 764
==== ======
</TABLE>
As reflected by the valuation allowance in the table above, the Company had
potential tax benefits of $117 million and $293 million at December 31, 1995
and 1994, respectively, which were not recognized in the combined statements
of income when generated. These benefits resulted primarily from U.S. capital
loss carryforwards which are available to reduce future capital gains. During
1995, the Company reduced its deferred tax asset valuation allowance due to
the recognition of U.S. capital loss carryforwards utilized to offset income
taxes payable on asset dispositions. During 1996, these capital loss
carryfowards were utilized to offset taxes on capital gain transactions.
11. INVESTMENT IN AFFILIATED COMPANIES
The Company holds investments in various affiliates which are accounted for
on the equity method of accounting. The principal equity method investments
were the Company's 50% investment in Kern River, and joint venture interests
in power generation plants, interstate pipelines, gathering systems and
natural gas storage facilities.
At December 31, 1995 and 1994, the Company's combined equity included equity
in undistributed earnings from equity method investments of $25 million and
$69 million, respectively. Dividends and distributions received from
affiliates accounted for on the equity method were $53 million, $48 million
and $42 million during 1995, 1994 and 1993, respectively.
F-22
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Summarized financial information of the Company's proportionate share of 50%
or less owned companies accounted for by the equity method of accounting as of
December 31, 1995, 1994 and 1993, and for the years then ended is as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
---------- ---- ---- ----
<S> <C> <C> <C>
Current assets............................................ $ 60 $ 47 $ 41
Non-current assets........................................ 543 901 829
Short-term debt........................................... 122 19 17
Other current liabilities................................. 24 61 37
Long-term debt............................................ 152 494 496
Other non-current liabilities............................. 25 16 13
Equity in net assets...................................... 280 358 307
Revenues and other income................................. 184 183 164
Costs and expenses........................................ 119 132 117
Net income................................................ 65 51 47
</TABLE>
- --------
Note: Balance sheet amounts related to Kern River are not included in the
table above as of December 31, 1995, due to the Company's sale of its
investment in Kern River in December 1995. Reference is made to Note 5 for
information concerning the sale of Kern River.
12. PREFERRED STOCK
At December 31, 1995, Tenneco had authorized 15,000,000 shares of preferred
stock. In addition, Tenneco has an authorized class of stock consisting of
50,000,000 shares of junior preferred stock, without par value, none of which
has been issued.
The preferred stock issues outstanding at December 31, 1995, are as follows:
<TABLE>
<CAPTION>
SHARES REDEMPTION PERIODS OPTIONAL
ISSUED AND ------------------- REDEMPTION
ISSUE OUTSTANDING OPTIONAL MANDATORY PRICE
----- ----------- --------- --------- ----------
<S> <C> <C> <C> <C>
$7.40 preferred (no par
value)....................... 587,270 1996-1998 1996-1998 $100
$4.50 preferred (no par
value)....................... 803,723 1996-1999 1999 $100
---------
1,390,993
=========
</TABLE>
The $7.40 and $4.50 preferred stock issues have a mandatory redemption value
of $100 per share (an aggregate of $139 million and $159 million at December
31, 1995 and 1994, respectively). Tenneco recorded these preferred stocks at
their fair value at the date of original issue (an aggregate of $250 million)
and is making periodic accretions of the excess of the redemption value over
the fair value at the date of issue.
During 1993, Tenneco retired the remainder of a variable rate preferred
stock issue at the redemption price of $100 per share, or $17 million.
The aggregate maturities applicable to preferred stock issues outstanding at
December 31, 1995, are $20 million for each of the years 1996 and 1997, $19
million for 1998 and $80 million for 1999.
F-23
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Changes in Preferred Stock with Mandatory Redemption Provisions
<TABLE>
<CAPTION>
1995 1994 1993
----------------- ----------------- -----------------
(MILLIONS EXCEPT SHARE
AMOUNTS) SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
- ---------------------- --------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance January 1........ 1,586,764 $147 1,782,508 $163 2,084,796 $191
Shares redeemed........ (195,771) (20) (195,744) (20) (302,288) (31)
Accretion of excess of
redemption value over
fair value at date of
issue................. -- 3 -- 4 -- 3
--------- ---- --------- ---- --------- ----
Balance December 31...... 1,390,993 $130 1,586,764 $147 1,782,508 $163
========= ==== ========= ==== ========= ====
</TABLE>
13. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
Postretirement Benefits
Tenneco has postretirement health care and life insurance plans which cover
substantially all of Tenneco Energy's employees. For salaried employees, the
plans cover employees retiring from the Company on or after attaining age 55
who have had at least 10 years service with the Company after attaining age
45. For hourly employees, the postretirement benefit plans generally cover
employees who retire pursuant to one of Tenneco's hourly employee retirement
plans. Tenneco Energy is also obligated to provide certain benefits to former
employees of operations previously disposed of by Tenneco. Tenneco Energy will
retain this liability after the Distributions. In addition, Tenneco Energy
will retain liabilities with respect to welfare benefits of its current and
former employees of Tenneco Energy and their dependents in connection with the
Distributions. All of these benefits may be subject to deductibles, copayment
provisions and other limitations, and Tenneco has reserved the right to change
these benefits.
The majority of Tenneco's postretirement benefit plans are not funded. In
June 1994, two trusts were established to fund postretirement benefits for
certain plan participants of the Company. The contributions are collected from
customers in FERC approved rates. As of December 31, 1995, cumulative
contributions were $10 million. Plan assets consist principally of fixed
income securities.
The funded status of the postretirement benefit plans reconciles with
amounts recognized on the combined balance sheets at December 31, 1995 and
1994, as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- ----- -----
<S> <C> <C>
Actuarial present value of accumulated postretirement benefit
obligation at September 30:
Retirees....................................................... $ 320 $ 321
Fully eligible active plan participants........................ 5 5
Other active plan participants................................. 2 2
----- -----
Total accumulated postretirement benefit obligation.............. 327 328
Plan assets at fair value at September 30........................ 3 2
----- -----
Accumulated postretirement benefit obligation in excess of plan
assets at September 30.......................................... (324) (326)
Claims paid during the fourth quarter............................ 14 10
Unrecognized reduction of prior service obligations resulting
from plan amendments............................................ (68) (83)
Unrecognized net loss resulting from plan experience and changes
in actuarial assumptions........................................ 74 65
----- -----
Accrued postretirement benefit cost at December 31............... $(304) $(334)
===== =====
</TABLE>
- --------
Note: The accrued postretirement 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>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The net periodic postretirement benefit cost for the years 1995, 1994 and
1993 consist of the following components:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
---------- ---- ---- ----
<S> <C> <C> <C>
Service cost for benefits earned during the year......... $ 1 $ 1 $ 1
Interest cost on accumulated postretirement benefit
obligation.............................................. 26 17 8
Net amortization of unrecognized amounts................. (13) (6) (1)
---- --- ---
Net periodic postretirement benefit cost................. $ 14 $12 $ 8
==== === ===
</TABLE>
The initial weighted average assumed health care cost trend rate used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligation was 7%, 8% and 9%, 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 1995, 1994 and 1993 accumulated postretirement
benefit obligations by approximately $14 million, $14 million and $7 million,
respectively, and would increase the aggregate of the service cost and
interest cost components of the net postretirement benefit cost for 1995, 1994
and 1993 by approximately $1 million, $3 million and $1 million, respectively.
The discount rates (which are based on long-term market rates) used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligations were 7.75%, 8.25% and 7.50%, respectively.
Postemployment Benefits
The Company adopted FAS No. 112, "Employers' Accounting for Postemployment
Benefits," in the first quarter of 1994. This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. The adoption of this new standard had no
material impact on the Company's combined financial position or results of
operations.
14. PENSION PLANS
Tenneco has retirement plans which cover substantially all of the Company's
employees. Benefits are based on years of service and, for most salaried
employees, on final average compensation. Tenneco's funding policies are to
contribute to the plans amounts necessary to satisfy the funding requirements
of federal laws and regulations. Plan assets consist principally of listed
equity and fixed income securities. Certain employees of the Company
participate in the Tenneco Inc. Retirement Plan (the "TRP").
New Tenneco will become the sole sponsor of the TRP upon consummation of the
Distributions. The benefits accrued by the employees of Tenneco Energy who
participate in the TRP will be frozen as of the last day of the calendar month
including the Distributions and New Tenneco will amend the TRP to provide that
all benefits accrued through that day by the employees of Tenneco Energy are
fully vested and non-forfeitable.
F-25
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The funded status of the plans reconciles with amounts recognized on the
combined balance sheets at December 31, 1995 and 1994, as follows:
<TABLE>
<CAPTION>
ALL PLANS
----------
(MILLIONS) 1995 1994
- ---------- ---- ----
<S> <C> <C>
Actuarial present value of benefits based on service to date and
present pay levels at September 30:
Vested benefit obligation....................................... $187 $169
Non-vested benefit obligation................................... 12 11
---- ----
Accumulated benefit obligation.................................. 199 180
Additional amounts related to projected salary increases.......... 41 37
---- ----
Total projected benefit obligation at September 30................ 240 217
Plan assets at fair value at September 30......................... 259 224
---- ----
Plan assets in excess of total projected benefit obligation at
September 30..................................................... 19 7
Unrecognized net loss resulting from plan experience and changes
in actuarial assumptions......................................... 14 26
Unrecognized prior service obligations resulting from plan
amendments....................................................... 2 3
Remaining unrecognized net asset at initial application........... (14) (16)
---- ----
Prepaid pension cost at December 31............................... $ 21 $ 20
==== ====
</TABLE>
- --------
Note: Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid pension 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.
Net periodic pension income for the years 1995, 1994 and 1993 consist of the
following components:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Service cost--benefits earned during the year. $ 6 $ 6 $ 7
Interest accrued on prior year's projected
benefit obligation........................... 18 16 15
Expected return on plan assets--
Actual (return) loss........................ (45) 4 (31)
Unrecognized excess (deficiency) of actual
return over expected return................ 22 (26) 10
--- --- ---
(23) (22) (21)
Net amortization of unrecognized amounts...... (2) (2) (2)
---- ---- ----
Net periodic pension income................... $ (1) $ (2) $ (1)
==== ==== ====
</TABLE>
The weighted average discount rates (which are based on long-term market
rates) used in determining the 1995, 1994 and 1993 actuarial present value of
the benefit obligations were 7.8%, 8.3% and 7.5%, respectively. The rate of
increase in future compensation was 4.9%, in 1995, 1994, and 1993. The
weighted average expected long-term rate of return on plan assets was 10% in
1995, 1994 and 1993.
15. COMMITMENTS AND CONTINGENCIES
Capital Commitments
The Company estimates that expenditures aggregating approximately $636
million will be required after December 31, 1995, to complete facilities and
projects authorized at such date, and substantial commitments have been made
in connection therewith.
F-26
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Purchase Obligations
In connection with the financing commitments of certain joint ventures, the
Company has entered into unconditional purchase obligations for products and
services of $145 million ($106 million on a present value basis) at December
31, 1995. The Company's annual obligations under these agreements are $22
million for the years 1996 through 2000. Payments under such obligations,
including additional purchases in excess of contractual obligations, were $26
million, $34 million and $31 million for the years 1995, 1994 and 1993,
respectively. In addition, in connection with the Great Plains coal
gasification project (Dakota Gasification Company), Tennessee has contracted
to purchase 30% of the output of the plant's original design capacity for a
remaining period of 14 years. Tennessee has executed a settlement of this
contract as a part of its gas supply realignment negotiations discussed in
Note 9.
Litigation
Reference is made to Note 9, "Federal Energy Regulatory Commission
Regulatory Matters," for information concerning gas supply litigation. The
Company is party to numerous other legal proceedings arising from their
operations. The Company believes that the outcome of these proceedings,
individually and in the aggregate, will have no material effect on the
combined financial position or results of operations of the Company.
Environmental Matters
Since 1988, Tennessee has been engaged in an internal project to identify
and deal with the presence of polychlorinated biphenyls ("PCBs") and other
substances of concern, including substances on the U.S. Environmental
Protection Agency ("EPA") List of Hazardous Substances ("HS List") at
compressor stations and other facilities operated by both its interstate and
intrastate natural gas pipeline systems. While conducting this project,
Tennessee has been in frequent contact with federal and state regulatory
agencies, both through informal negotiation and formal entry of consent
orders, in order to assure that its efforts meet regulatory requirements.
The Company has established a reserve for Tennessee's environmental
expenses, which includes: 1) expected remediation expense and associated
onsite, offsite and groundwater technical studies, 2) legal fees and 3)
settlement of third party and governmental litigation, including civil
penalties. Through June 30, 1996, and December 31, 1995, the Company has
charged approximately $156 million and $147 million, respectively, against the
environmental reserve, excluding recoveries related to Tennessee's
environmental settlement as discussed below. Of the remaining reserve at June
30, 1996 and December 31, 1995, $24 million and $38 million, respectively, has
been recorded on the combined balance sheets under "Payables-trade" and $132
million and $126 million, respectively, under "Deferred credits and other
liabilities."
Due to the current uncertainty regarding the further activity necessary for
Tennessee to address the presence of the PCBs, the substances on the HS List
and other substances of concern on its sites, including the requirements for
additional site characterization, the actual amount of such substances at the
sites, and the final, site-specific cleanup decisions to be made with respect
to cleanup levels and remediation technologies, Tennessee cannot at this time
accurately project what additional costs, if any, may arise from future
characterization and remediation activities. While there are still many
uncertainties relating to the ultimate costs which may be incurred, based upon
Tennessee's evaluation and experience to date, the Company continues to
believe that the recorded estimate for the reserve is adequate.
Following negotiations with its customers, Tennessee in May 1995 filed with
the FERC a separate Stipulation and Agreement (the "Environmental
Stipulation") that establishes a mechanism for recovering a substantial
portion of the environmental costs. In November 1995, the FERC issued an order
approving the Environmental Stipulation. Although one shipper filed for
rehearing, the FERC denied rehearing of its order on
F-27
<PAGE>
THE BUSINESSES OF TENNECO ENERGY
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
February 20, 1996. This shipper filed a Petition for Review on April 22, 1996
in the D.C. Circuit Court of Appeals; Tennessee believes the FERC Order
approving the Environmental Stipulation will be upheld on appeal. The effects
of the Environmental Stipulation, which was effective as of July 1, 1995, have
been recorded with no material effect on the Company's combined financial
position or results of operations. As of June 30, 1996, and December 31, 1995,
the balance of the regulatory asset is $61 million and $74 million,
respectively.
The Company has completed settlements with and has received payments from
the majority of its liability insurance policy carriers for remediation costs
and related claims. The Company believes that the likelihood of recovery of a
portion of its remediation costs and claims against the remaining carriers in
its pending litigation is reasonably possible. In addition, Tennessee has
settled its pending litigation against and received payment from the
manufacturer of the PCB-containing lubricant. These recoveries have been
considered in Tennessee's recording of its environmental settlement with its
customers.
The Company has identified other sites where environmental remediation
expense may be required should there be a change in ownership, operations or
applicable regulations. These possibilities cannot be predicted or quantified
at this time and accordingly, no provision has been recorded. However,
provisions have been made for all instances where it has been determined that
the incurrence of any material remedial expense is reasonably possible. The
Company believes that the provisions recorded for environmental exposures are
adequate based on current estimates.
16. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
NET SALES INCOME
AND BEFORE INTEREST
QUARTER OPERATING EXPENSE AND NET
(MILLIONS) REVENUES INCOME TAXES INCOME
- ---------- --------- --------------- ------
<S> <C> <C> <C>
1996 1st....................................... $ 748 $119 $ 78
2nd....................................... 622 69 25
------ ---- ----
$1,370 $188 $103
====== ==== ====
1995 1st....................................... $ 505 $ 71 $ 32
2nd....................................... 434 69 15
3rd....................................... 429 43 5
4th....................................... 553 85 105
------ ---- ----
$1,921 $268 $157
====== ==== ====
1994 1st....................................... $ 693 $ 89 $ 18
2nd....................................... 607 80 60
3rd....................................... 549 71 (38)
4th....................................... 532 127 113
------ ---- ----
$2,381 $367 $153
====== ==== ====
</TABLE>
- --------
Note: Reference is made to Notes 4 and 5 and "Managements' Discussion and
Analysis of Financial Condition and Results of Operations" for
discussion of items affecting quarterly results.
The preceding notes to combined financial statements are an integral part of
the foregoing combined financial statements.
F-28
<PAGE>
APPENDIX A
(to be filed by amendment)
A-1
<PAGE>
APPENDIX B
(to be filed by amendment)
B-1
<PAGE>
APPENDIX C
INFORMATION STATEMENT
NEW TENNECO INC.
LOGO (TO BE RENAMED TENNECO INC.)
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This Information Statement is being furnished to stockholders of Tenneco
Inc., a Delaware corporation ("Tenneco"), in connection with the distribution
(the "Industrial Distribution") by Tenneco to holders of its Common Stock, par
value $5.00 per share ("Tenneco Common Stock"), of all the outstanding shares
of Common Stock, par value $.01 per share ("Company Common Stock"), of its
wholly owned subsidiary, New Tenneco Inc., a Delaware corporation (the
"Company"). Concurrently, Tenneco will distribute to holders of Tenneco Common
Stock all of the outstanding shares of Common Stock, par value $.01 per share
("Newport News Common Stock"), of Newport News Shipbuilding Inc., a Delaware
corporation (formerly known as Tenneco InterAmerica Inc.) ("Newport News")
(individually, the "Shipbuilding Distribution" and, together with the
Industrial Distribution, the "Distributions"). The Distributions will occur
immediately prior to the effective time (the "Merger Effective Time") of the
proposed merger (the "Merger"), pursuant to an Agreement and Plan of Merger
dated as of June 19, 1996, as amended (the "Merger Agreement"), of a wholly
owned subsidiary of El Paso Natural Gas Company, a Delaware corporation ("El
Paso"), with and into Tenneco (which upon consummation of the Merger will be
renamed El Paso Tennessee Pipeline Co.). Pursuant to the Merger, Tenneco
stockholders will receive Common Stock, par value $3.00 per share, of El Paso
("El Paso Common Stock") and, under certain circumstances, depositary shares
each representing a 1/25th fractional interest in a share of Preferred Stock
of El Paso ("El Paso Preferred Depositary Shares"). The Distributions, the
Merger and the other transactions contemplated thereby are collectively
referred to herein as the "Transaction."
Unless the context otherwise requires, as used herein the term "Company"
refers: (i) for periods prior to the Industrial Distribution, to the Tenneco
Automotive, Tenneco Packaging and Tenneco Business Services businesses of
Tenneco (collectively, the "Industrial Business") which New Tenneco Inc. will
own and operate after the Industrial Distribution and (ii) for periods after
the Industrial Distribution, to New Tenneco Inc. and its consolidated
subsidiaries. See "The Industrial Distribution--Corporate Restructuring
Transactions."
The Company is a newly formed, wholly owned subsidiary of Tenneco that will
conduct the Industrial Business. As part of the Transaction, the Industrial
Business has been consolidated into the Company and disaffiliated with the
other businesses of Tenneco as described under "The Industrial Distribution--
Corporate Restructuring Transactions."
The consummation of the Transaction is conditioned upon, among other things,
approval thereof by Tenneco stockholders. The consummation of the
Distributions is subject to the satisfaction or waiver of a number of other
conditions as described under "The Industrial Distribution--Conditions to
Consummation of the Industrial Distribution."
It is expected that the Industrial Distribution will be made on or about
December , 1996 to holders of record of Tenneco Common Stock on the
Distribution Record Date (as defined herein) on the basis of one share of
Company Common Stock for each share of Tenneco Common Stock held of record. In
addition, the Board of Directors of the Company will adopt a stockholder
rights plan and cause to be issued, with each share of Company Common Stock to
be distributed in the Industrial Distribution, one Right (as defined herein),
entitling the holder thereof to, among other things, purchase under certain
circumstances, and as described more fully herein, one one-hundredth of a
share of Company Junior Preferred Stock (as defined herein). No consideration
will be required to be paid by holders of Tenneco Common Stock for the shares
of Company Common Stock to be distributed in the Industrial Distribution or
the Rights associated therewith, nor will holders of Tenneco Common Stock be
required to surrender or exchange their shares of Tenneco Common Stock in
order to receive such shares of Company Common Stock and the Rights associated
therewith.
There is no current public market for Company Common Stock, although a "when
issued" market is expected to develop prior to the effective date of the
Industrial Distribution (the "Distribution Date"). On , 1996, the
New York Stock Exchange approved the listing of Company Common Stock upon
notice of issuance. The Company has applied to the Chicago, Pacific and London
Stock Exchanges for approval of the listing of Company Common Stock upon
notice of issuance.
RECIPIENTS OF COMPANY COMMON STOCK SHOULD NOTE THE FACTORS DISCUSSED IN
"RISK FACTORS" BEGINNING ON PAGE 29.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS INFORMATION STATEMENT IS OCTOBER , 1996.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 1
SUMMARY OF CERTAIN INFORMATION............................................ 3
INTRODUCTION.............................................................. 14
THE INDUSTRIAL DISTRIBUTION............................................... 15
Manner of Distribution.................................................. 15
Corporate Restructuring Transactions.................................... 15
Debt and Cash Realignment............................................... 16
Relationships Among Tenneco, the Company and Newport News after the
Distributions.......................................................... 19
Reasons for the Distributions........................................... 24
Conditions to Consummation of the Industrial Distribution............... 24
Amendment or Termination of the Distributions........................... 25
Trading of Company Common Stock......................................... 25
Certain Federal Income Tax Aspects of the Industrial Distribution....... 25
Reasons for Furnishing the Information Statement........................ 28
RISK FACTORS.............................................................. 29
No Current Public Market for Company Common Stock....................... 29
Uncertainty Regarding Trading Prices of Stock Following the Transaction. 29
Uncertainty Regarding Future Dividends.................................. 29
Potential Federal Income Tax Liabilities................................ 29
Certain Antitakeover Features........................................... 30
Potential Liabilities Due to Fraudulent Transfer Considerations and
Legal Dividend Requirements............................................ 30
THE COMPANY............................................................... 32
Introduction............................................................ 32
Business Strategy....................................................... 32
FINANCING................................................................. 35
CAPITALIZATION............................................................ 36
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS......................... 37
COMBINED SELECTED FINANCIAL DATA.......................................... 43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................................................... 44
Proposed Merger with El Paso............................................ 44
Results of Operations for the Six Months Ended June 30, 1996 and 1995... 45
Results of Operations for the Years 1995, 1994 and 1993................. 51
BUSINESS AND PROPERTIES................................................... 59
Tenneco Automotive...................................................... 59
Tenneco Packaging....................................................... 66
Tenneco Business Services............................................... 72
Properties.............................................................. 73
Environmental Matters................................................... 74
LEGAL PROCEEDINGS......................................................... 74
MANAGEMENT................................................................ 75
Board of Directors...................................................... 75
Executive Officers...................................................... 77
Stock Ownership of Management........................................... 78
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Committees of the Board of Directors.................................... 79
Executive Compensation.................................................. 80
Compensation of Directors............................................... 85
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements........................................................... 86
Transactions with Management and Others................................. 86
Compensation Committee Interlocks and Insider Participation............. 87
Benefit Plans Following the Industrial Distribution..................... 87
DESCRIPTION OF CAPITAL STOCK.............................................. 88
Authorized Capital Stock................................................ 88
Company Common Stock.................................................... 88
Company Preferred Stock................................................. 89
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS................................ 89
Classified Board of Directors........................................... 89
Number of Directors; Removal; Filling Vacancies......................... 90
Special Meetings........................................................ 90
Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals.............................................................. 90
Company Preferred Stock................................................. 92
Business Combinations................................................... 92
Amendment of Certain Provisions of the Certificate and By-laws.......... 93
Rights.................................................................. 93
Antitakeover Legislation................................................ 95
Comparison with Rights of Holders of Tenneco Common Stock............... 96
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS................... 99
Elimination of Liability of Directors................................... 99
Indemnification of Directors and Officers............................... 100
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE................................ F-1
</TABLE>
ii
<PAGE>
AVAILABLE INFORMATION
Tenneco is (and, following the Industrial Distribution, the Company will be)
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files (and
the Company will file) reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Tenneco (and to be filed by the
Company) with the Commission may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Commission's Regional
Offices, including the following: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such information may be obtained by
mail at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W. Street, N.W., Washington, D.C. 20549 or accessed
electronically on the Commission's Web site at (http://www.sec.gov). The
Company Common Stock has been approved for listing on the New York Stock
Exchange and reports and other information concerning the Company can be
inspected at the New York Stock Exchange offices, 20 Broad Street, New York,
New York, 10005.
The Company intends to furnish holders of Company Common Stock with annual
reports containing consolidated financial statements prepared in accordance
with United States generally accepted accounting principles and audited and
reported on, with an opinion expressed, by an independent public accounting
firm, as well as quarterly reports for the first three quarters of each fiscal
year containing unaudited financial information.
The Company has filed with the Commission a Registration Statement on Form
10 (as amended, this "Registration Statement") under the Exchange Act covering
Company Common Stock and the associated Rights.
This Information Statement does not contain all of the information in the
Registration Statement and the related exhibits and schedules. Statements in
this Information Statement as to the contents of any contract, agreement or
other document are summaries only and are not necessarily complete. For
complete information as to these matters, refer to the applicable exhibit or
schedule to the Registration Statement. The Registration Statement and the
related exhibits filed by the Company with the Commission may be inspected at
the public reference facilities of the Commission listed above.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS INFORMATION
STATEMENT OTHER THAN THOSE CONTAINED HEREIN OR IN THE DOCUMENTS INCORPORATED
BY REFERENCE HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR TENNECO.
NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT NOR CONSUMMATION OF THE
INDUSTRIAL DISTRIBUTION CONTEMPLATED HEREBY SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR TENNECO SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Information Statement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 concerning,
among other things, the Company's prospects, developments and business
strategies for its operations, all of which are subject to risks and
uncertainties. These forward-looking statements are identified by their use of
such terms and phrases as "intends," "intend," "intended," "goal," "expects,"
"expect," "expected," "plans," "anticipates," "anticipated," "should,"
"designed to," "foreseeable future," "believe" and "believes" and are
generally followed by a cross reference to "Risk Factors." The Company's
actual results may differ significantly from the results discussed in the
<PAGE>
forward-looking statements. Factors that might cause such a difference include
(a) the factors discussed in the section or sections under "Risk Factors" that
are referred to in the cross reference that follows the forward-looking
statement as well as other factors discussed under "Risk Factors," (b) the
factors discussed under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business and Properties" and (c) the
following additional factors: (i) the general economic and competitive
conditions in the markets and countries where the Company operates; (ii)
changes in capital availability or costs such as changes in interest rates,
market perceptions of the industries in which the Company operates or security
ratings; (iii) fluctuations in demand for certain of the Company's products;
(iv) the cost of compliance with changes in regulations, including
environmental regulations; (v) employee workforce factors, including collective
bargaining agreements or work stoppages; (vi) growth strategies through
acquisitions and investments in joint ventures may face legal and regulatory
delays and other unforeseeable obstacles beyond the Company's control; (vii)
cost control efforts may be affected by the timing of related work force
reductions and might be further offset by unusual and unexpected items
resulting from such events as unexpected environmental remediation costs in
excess of reserves; (viii) future operating results and success of business
ventures in the United States and foreign markets may be subject to the effects
of, and changes in, United States and foreign trade and monetary policies, laws
and regulations, political and governmental changes, inflation and exchange
rates, taxes, and operating conditions; and (ix) authoritative generally
accepted accounting principle or policy changes from such standard setting
bodies as the Financial Accounting Standards Board and the Commission.
When a forward-looking statement includes a statement of the assumptions or
basis underlying the forward-looking statement, the Company cautions that,
while it believes such assumptions or basis to be reasonable and makes them in
good faith, assumed facts or basis almost always vary from actual results, and
the differences between assumed facts or basis and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company or its management expresses an expectation or belief as
to future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.
2
<PAGE>
SUMMARY OF CERTAIN INFORMATION
This Summary is qualified by the more detailed and other information and
financial statements set forth elsewhere in this Information Statement, which
should be read in its entirety. Capitalized terms used but not defined in this
Summary are defined elsewhere in this Information Statement. Unless the context
otherwise requires, the term "Company" refers (i) for periods prior to the
Industrial Distribution, to Tenneco's Industrial Business and (ii) for periods
after the Industrial Distribution, to the Company and its consolidated
subsidiaries.
THE COMPANY
The Company is a newly formed Delaware corporation which, upon completion of
the Industrial Distribution, will be an independent, publicly held company
(symbol "TEN"). The Company will own and operate, directly and through its
direct and indirect subsidiaries, substantially all of the assets of, and will
assume substantially all of the liabilities associated with, the principal
industrial businesses of Tenneco: the Tenneco Automotive business ("Tenneco
Automotive") and the Tenneco Packaging business ("Tenneco Packaging"). The
Company will also own and operate the administrative services business of
Tenneco: Tenneco Business Services ("TBS"). Upon consummation of the Merger,
the Company will change its name to Tenneco Inc.
Although the separation of the Industrial Business from the remainder of the
businesses, operations and companies currently constituting the "Tenneco Group"
has been structured as a "spin-off" of the Company pursuant to the Industrial
Distribution for legal, tax and other reasons, the Company will succeed to
certain important aspects of the existing Tenneco business, organization and
affairs, namely: (i) the Company will be renamed "Tenneco Inc." upon the
consummation of the Merger; (ii) the Company will be headquartered at Tenneco's
current headquarters in Greenwich, Connecticut; (iii) the Company's Board of
Directors (the "Company Board") will consist of those persons currently
constituting the Tenneco Board of Directors (the "Tenneco Board"); (iv) the
Company's executive management will consist substantially of the current
Tenneco executive management; and (v) the Industrial Business to be conducted
by the Company will consist largely of Tenneco Automotive and Tenneco
Packaging.
Tenneco Automotive is one of the world's leading manufacturers of automotive
exhaust and ride control systems for both the original equipment market and the
replacement market, or aftermarket. Tenneco Automotive is a global business
that sells its products in over 100 countries. Tenneco Automotive manufactures
and markets its automotive exhaust systems primarily under the Walker(R) brand
name and its ride control systems primarily under the Monroe(R) brand name.
Tenneco Packaging is among the world's leading and most diversified packaging
companies, manufacturing packaging products for consumer, institutional and
industrial markets. The paperboard business group manufactures corrugated
containers, folding cartons and containerboard, has a joint venture in recycled
paperboard, and offers high value-added products such as enhanced graphics
packaging and displays and kraft honeycomb products. Its specialty products
group produces disposable aluminum, foam and clear plastic food containers,
molded fiber and pressed paperboard products, as well as polyethylene bags and
industrial stretch wrap. Tenneco Packaging's consumer products include such
recognized brand names as Hefty(R), Baggies(R) and E-Z Foil(R).
TBS designs, implements and administers shared administrative service
programs for the Tenneco businesses as well as, on an "as requested" basis, for
former Tenneco business entities.
The Company's principal executive offices are located at 1275 King Street,
Greenwich, Connecticut 06831; telephone: (203) 863-1000.
3
<PAGE>
BUSINESS STRATEGY
The Company
The Distributions and the Merger represent the most important step to date in
accomplishing Tenneco's overall strategic objective of transforming itself from
a highly diversified industrial corporation to a global manufacturing company
focused on Tenneco Automotive and Tenneco Packaging. For the past several
years, Tenneco's management team has redeployed resources from slower growth,
more cyclical businesses to these higher growth businesses. The Distributions
are expected to provide the Company with greater flexibility to pursue
additional growth opportunities for Tenneco Automotive and Tenneco Packaging as
a result of the increased management focus and additional financial flexibility
at the Company. These additional growth opportunities are expected to include,
among other things, strategic acquisitions, joint ventures, strategic alliances
and further organic growth from additional product development and
international expansion initiatives.
Management Focus. As a result of the Distributions and the Merger, Tenneco's
executive management team will be able to focus all of its efforts on exploring
and implementing the most appropriate growth opportunities for Tenneco
Automotive and Tenneco Packaging.
Implementation of Management Programs. Tenneco's strategy of focusing on the
Industrial Business will allow the Company to further refine and implement
certain management processes that have been developed over the past several
years in order to improve operating performance. These programs include: (i)
the Cost of Quality program through which the Company has successfully reduced
the failure costs in its manufacturing and administrative processes; (ii) the
working capital initiative through which the Company plans to further reduce
its working capital requirements; and (iii) the shared services program,
administered by TBS, through which the Company plans on further improving
efficiency and reducing the cost of general and administrative support
functions. The Company believes that Tenneco Automotive and Tenneco Packaging
are particularly well-suited to benefit from these types of programs due to the
fragmented, non-regulated nature of the industries in which they operate.
Strategic Acquisitions. Strategic acquisitions have been, and will continue
to be, an important element of the Company's overall growth strategy. Tenneco's
current executive management team, which will continue to serve as the
Company's executive management team following the Industrial Distribution, has
a proven track record of identifying, structuring and integrating strategic
acquisitions. As a result of management's experience in implementing strategic
acquisitions, the Company has developed comprehensive plans to efficiently
integrate new companies into its existing corporate infrastructure. The Company
intends to continue to pursue appropriate acquisition opportunities in which
management can substantially improve the profitability of strategically related
businesses by, among other things, rationalizing similar product lines and
eliminating certain lower margin product lines; reconfiguring and upgrading
manufacturing facilities; moving production to the lowest cost facilities;
reducing selling, distribution, purchasing and administrative costs; increasing
market share within either a geographic or product market; and acquiring
businesses that possess leading brand name products.
Continued growth in revenues and earnings at the pace sought by the Company
will require continued success in completing major acquisitions and similar
expansion efforts, and then successfully integrating the acquired businesses
and operations into the Company. The identity, timing, frequency, terms and
other factors involved in the overall acquisition/expansion program, and those
relating to any particular major acquisition, will impact, positively or
negatively, the Company's success in achieving its financial and other goals.
Although certain factors in this regard will be beyond the Company's control,
its executive management team believes that the Company will have the requisite
significant opportunities, and the expertise, resources and commitment to
successfully act on an appropriate number of those opportunities, to achieve
its goals.
Employee Incentives. In addition, the Distributions and the Merger will allow
Tenneco's executive management team to develop incentive compensation systems
for employees that are more closely aligned with the operational success of
Tenneco Automotive and Tenneco Packaging.
4
<PAGE>
Tenneco Automotive
Tenneco Automotive's primary goal is to enhance its leadership position in
the global automotive parts industry in which it is currently one of the
world's leading manufacturers of exhaust and ride control systems. Tenneco
Automotive intends to capitalize on certain significant existing and emerging
trends in the automotive industry, including (i) the consolidation and
globalization of the original equipment manufacturers' ("OEMs") supplier base,
(ii) increased OEM outsourcing, particularly of more complex components,
assemblies, modules and complete systems to sophisticated, independent
suppliers and (iii) growth of emerging markets for both original equipment and
replacement markets. Key components of Tenneco Automotive's strategy include:
(a) capitalizing on brand-name strength; (b) retaining and enhancing market
share; (c) continuing development of high value-added products; (d) increasing
ability to deliver full-system capabilities (rather than merely component
parts); (e) continuing international expansion and strategic acquisitions; (f)
maintaining operating cost leadership; and (g) continuing focus on the
customer.
Tenneco Packaging
Tenneco Packaging's primary goal is to maintain and enhance its position as a
leading specialty packaging company offering a broad line of products suited to
provide customers with the best packaging solutions. Tenneco Packaging intends
to capitalize on certain significant existing and emerging trends in the
packaging industry, including (i) increasing materials substitution, (ii)
changing fiber availability and (iii) global demand growth. Key components of
Tenneco Packaging's strategy include: (a) continued development and growth of
multi-material uses, broad product lines and packaging offering customers
enhanced functionality and value; (b) fiber flexibility (primarily in the mix
of virgin and recycled fiber sources); (c) growth through domestic and
international acquisitions and joint ventures; (d) internal growth in base
businesses; (e) reduction of sensitivity to changes in economic cyclicality
through the pursuit of specialty and other high value-added product growth; and
(f) maintenance of market leadership positions in its primary business groups.
----------------
5
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA OF THE COMPANY
The summary combined financial data as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993 were derived from the audited
Combined Financial Statements of the Company. The summary combined financial
data as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 are unaudited and were derived from the accounting records of
Tenneco. The summary combined financial data as of and for each of the six-
month periods ended June 30, 1996 and 1995 were derived from the unaudited
Combined Financial Statements of the Company. In the opinion of the Company's
management, the summary combined financial data of the Company as of December
31, 1993, 1992 and 1991 and for the years ended December 31, 1992 and 1991, and
as of and for the six months ended June 30, 1996 and 1995 include all adjusting
entries (consisting only of normal recurring adjustments) necessary to present
fairly the information set forth therein. The results of operations for the six
months ended June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
The summary pro forma combined financial data as of and for the six months
ended June 30, 1996 and for the year ended December 31, 1995, have been
prepared to reflect (i) the acquisition of The Pullman Company and its Clevite
products division ("Clevite") in July 1996 and the acquisition of the Amoco
Foam Products Company, a unit of Amoco Chemical Company ("Amoco Foam
Products"), in August 1996; (ii) the effect on the Company of the Cash
Realignment and Debt Realignment (as each are defined herein); (iii) the effect
on the Company of the Corporate Restructuring Transactions and other
transactions pursuant to the provisions of the Distribution Agreement and
Merger Agreement; and (iv) the issuance of Company Common Stock as part of the
Industrial Distribution. The unaudited pro forma combined financial data for
the year ended December 31, 1995 also reflects the pro forma results of
operations of the Mobil Plastics Division of Mobil Oil Corporation ("Mobil
Plastics") prior to its acquisition in November 1995. The Clevite and Amoco
Foam Products acquisitions do not meet the Commission's criteria for inclusion
of separate historical financial statements. The unaudited pro forma combined
Statements of Income Data have been prepared as if the transactions occurred on
January 1, 1995; the unaudited pro forma combined Balance Sheet Data have been
prepared as if the transactions occurred on June 30, 1996. The summary pro
forma combined financial data are not necessarily indicative of the results of
operations of the Company had the transactions reflected therein actually been
consummated on the dates assumed and are not necessarily indicative of the
results of operations for any future period.
This information should be read in conjunction with "Unaudited Pro Forma
Combined Financial Statements," "Combined Selected Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Combined Financial Statements, and notes thereto, included
elsewhere in this Information Statement.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
-------------------------- ---------------------------------------------------------
PRO FORMA PRO FORMA
(MILLIONS EXCEPT PER 1996 1996(A) 1995(A) 1995 1995(A) 1994(A) 1993(A) 1992 1991
SHARE AMOUNTS) --------- ------- ------- --------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating
revenues from continuing
operations--
Automotive............. $1,583 $1,463 $1,263 $2,710 $2,479 $1,989 $1,785 $1,763 $1,668
Packaging.............. 1,927 1,775 1,318 4,556 2,752 2,184 2,042 2,078 1,934
Intergroup sales and
other................. (5) (5) (4) (10) (10) (7) (7) (5) (5)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total.................. $3,505 $3,233 $2,577 $7,256 $5,221 $4,166 $3,820 $3,836 $3,597
====== ====== ====== ====== ====== ====== ====== ====== ======
Income from continuing
operations before
interest expense, income
taxes and minority
interest--
Automotive............. $ 170 $ 163 $ 134 $ 258 $ 240 $223 $ 222 $ 237 $ 188
Packaging.............. 280 256 244 548 430 209 139 221 139
Other.................. (5) (5) -- 2 2 24 20 7 3
------ ------ ------ ------ ------ ------ ------ ------ ------
Total.................. 445 414 378 808 672 456 381 465 330
Interest expense (net of
interest capitalized)... 83 100 74 166 160 104 101 102 111
Income tax expense....... 147 126 124 291 231 114 115 154 80
Minority interest........ 10 10 12 23 23 -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------
Income from continuing
operations.............. 205 178 168 328 258 238 165 209 139
Loss from discontinued
operations, net of
income tax.............. -- -- -- -- -- (31) (7) (7) (12)
Cumulative effect of
changes in accounting
principles, net of
income tax.............. -- -- -- -- -- (7)(c) -- (99)(c) --
------ ------ ------ ------ ------ ------ ------ ------ ------
Net income............... $ 205 $ 178 $ 168 $ 328 $ 258 $ 200 $ 158 $ 103 $ 127
====== ====== ====== ====== ====== ====== ====== ====== ======
Income from continuing
operations per share.... $ 1.20 N/A N/A $ 1.89 N/A N/A N/A N/A N/A
====== ======
Net income per share..... $ 1.20 N/A N/A $ 1.89 N/A N/A N/A N/A N/A
====== ======
BALANCE SHEET DATA(B):
Total assets............. $7,617 $6,523 $4,430 N/A $6,117 $3,940 $3,029 $2,812 $2,792
Short-term debt(d)....... 13 530 205 N/A 384 108 94 182 758
Long-term debt(d)........ 2,132 1,573 1,246 N/A 1,648 1,039 1,178 1,675 1,555
Minority interest........ 301 301 297 N/A 301 301 1 1 2
Combined equity.......... 2,988 2,168 1,163 N/A 1,852 987 533 (87) (553)
OTHER DATA:
EBITDA(e)................ $ 603 $ 551 $ 458 $1,023 $ 845 $ 598 $ 518 $ 595 $ 463
</TABLE>
(continued on next page)
6
<PAGE>
(continued from previous page)
- -------
(a) For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere in this
Information Statement.
(b) During 1995 and 1994, Tenneco Automotive and Tenneco Packaging each
completed several acquisitions, the most significant of which was Tenneco
Packaging's acquisition of Mobil Plastics for $1.3 billion in late 1995.
See Note 4 to the Combined Financial Statements, included elsewhere in this
Information Statement, for further information on the Company's
acquisitions.
(c) In 1994, the Company adopted Statement of Financial Accounting Standards
("FAS") No. 112, "Employers' Accounting for Postemployment Benefits." In
1992, the Company adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
for Income Taxes."
(d) Historical amounts include debt allocated to the Company from Tenneco based
on the portion of Tenneco's investment in the Company which is deemed to be
debt, generally based upon the ratio of the Company's net assets to Tenneco
consolidated net assets plus debt. 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. Management
believes that the historical allocation of corporate debt and interest
expense is reasonable; however, it is not necessarily indicative of the
Company's debt upon completion of the Debt Realignment (as defined), nor
debt and interest that will be incurred by the Company as a separate public
entity. See the Combined Financial Statements, and notes thereto, included
elsewhere in this Information Statement.
(e) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon generally accepted accounting principles
("GAAP"); however, the amounts included in the EBITDA calculation are
derived from amounts included in the combined historical or pro forma
Statements of Income. In addition, EBITDA should not be considered as an
alternative to net income or operating income, as an indicator of the
operating performance of the Company or as an alternative to operating cash
flows as a measure of liquidity.
7
<PAGE>
THE INDUSTRIAL DISTRIBUTION
Distributing Company.... Tenneco Inc. (which will be renamed El Paso Tennessee
Pipeline Co. upon consummation of the Merger).
Distributed Company..... New Tenneco Inc. (a wholly owned subsidiary of
Tenneco) which will, upon consummation of the
Industrial Distribution, directly and indirectly
through its consolidated subsidiaries, own and
operate Tenneco Automotive, Tenneco Packaging, and
TBS. Immediately following consummation of the
Industrial Distribution, Tenneco will not have an
ownership interest in the Company and, upon
consummation of the Merger, the Company will be
renamed "Tenneco Inc."
Distribution Ratio...... One share of Company Common Stock for each share of
Tenneco Common Stock held of record on the
Distribution Record Date (as defined herein).
Securities to be
Distributed............. Based on 170,644,461 shares of Tenneco Common Stock
outstanding on July 31, 1996, 170,644,461 shares of
Company Common Stock (and Rights associated
therewith) will be distributed. Company Common Stock
to be distributed will constitute all of the
outstanding Company Common Stock immediately
following the Industrial Distribution. See
"Description of Capital Stock--Company Common Stock"
and "Antitakeover Effects of Certain Provisions--
Rights."
Distribution Record
Date............... December , 1996.
Distribution Date....... December , 1996.
Distribution Agent and
Transfer Agent for the
Shares................. First Chicago Trust Company of New York.
Mailing Date............ Certificates representing the shares of Company
Common Stock to be distributed pursuant to the
Industrial Distribution will be delivered to the
Distribution Agent on the Distribution Date. The
Distribution Agent will mail certificates
representing the shares of Company Common Stock to
holders of Tenneco Common Stock as soon as
practicable thereafter. Holders of Tenneco Common
Stock should not send stock certificates to Tenneco,
the Company or the Distribution Agent in connection
with the Industrial Distribution (however, holders
will receive instructions from the Distribution Agent
with respect to the disposition of their certificates
in connection with the Merger). See "The Industrial
Distribution--Manner of Distribution."
Conditions to the
Industrial
Distribution........... The Transaction (and, accordingly, the Industrial
Distribution) is conditioned upon, among other
things, declaration of the special distributions by
the Tenneco Board authorizing the Distributions,
receipt of a private letter ruling (the "IRS Ruling
Letter") from the Internal Revenue Service (the
"IRS") in form and substance satisfactory to the
Tenneco Board (see "The Industrial Distribution--
Certain Federal Income Tax Aspects of the Industrial
Distribution") and approval by the stockholders of
Tenneco of the Transaction. The Distributions and the
8
<PAGE>
Merger are part of a unified transaction and will not
be effected separately (although Tenneco may elect
subsequently to proceed with one or more of the
transactions included in the Transaction which do not
require stockholder approval if the Transaction is
not approved by Tenneco stockholders). See "The
Industrial Distribution--Conditions to Consummation
of the Industrial Distribution" and "The Industrial
Distribution--Amendment or Termination of the
Distributions."
Reasons for the
Distributions........... The Distributions and the Merger are designed to
separate three types of businesses, namely the
Industrial Business, the Shipbuilding Business (as
defined below) and the Energy Business (as defined
below), which have distinct financial, investment and
operating characteristics, so that each can adopt
strategies and pursue objectives appropriate to its
specific needs. The Distributions will (i) enable the
management of each company to concentrate its
attention and financial resources on the core
businesses of such company, (ii) permit investors to
make more focused investment decisions based on the
specific attributes of each of the three businesses,
(iii) facilitate employee compensation programs
custom-tailored to the operations of each business,
including stock-based and other incentive programs,
which will more directly reward employees of each
business based on the success of that business and
(iv) tailor the assets of Tenneco to facilitate the
acquisition of the Energy Business by El Paso. Upon
consummation of the Industrial Distribution, the
Company will, primarily through its consolidated
subsidiaries, own and operate Tenneco Automotive,
Tenneco Packaging and TBS and Newport News will,
primarily through its consolidated subsidiaries
(principally Newport News Shipbuilding and Dry Dock
Company), own and operate substantially all of the
shipbuilding and related businesses of Tenneco (the
"Shipbuilding Business"). Immediately following
consummation of the Distributions, a subsidiary of El
Paso will be merged with and into Tenneco, and
thereafter the energy and other remaining businesses
and operations of Tenneco, including liabilities and
assets relating to discontinued Tenneco operations
not related to the Industrial Business or the
Shipbuilding Business (collectively, the "Energy
Business") will be owned and operated by El Paso. See
"The Industrial Distribution--Reasons for the
Distributions."
Federal Income Tax
Consequences............ The Tenneco Board has conditioned the Industrial
Distribution on receipt of the IRS Ruling Letter
substantially to the effect, among other things, that
the Industrial Distribution and the receipt of shares
of Company Common Stock by holders of Tenneco Common
Stock will be tax-free to Tenneco and its
stockholders, respectively, for federal income tax
purposes. Tenneco has requested a ruling from the IRS
as to the foregoing, as well as to the tax-free
treatment of certain transactions to be effected as
part of the Corporate Restructuring Transactions (as
defined herein) and the Merger. See "The Industrial
Distribution--Certain Federal Income Tax Aspects of
the Industrial Distribution" and "Risk Factors--
Certain Federal Income Tax Considerations."
Trading Market.......... There is currently no public market for Company
Common Stock, although a "when issued" market is
expected to develop prior to the Distribution Date.
On , 1996, the Company received
9
<PAGE>
approval to list the shares of Company Common Stock
on the New York Stock Exchange upon notice of
issuance. The Company has applied to the Chicago,
Pacific and London Stock Exchanges for approval of
the listing of Company Common Stock upon notice of
issuance. The combined market value/trading prices of
(i) Company Common Stock, (ii) Newport News Common
Stock and (iii) El Paso Common Stock and, under
certain circumstances, El Paso Preferred Depositary
Shares after the Transaction may be less than, equal
to or greater than the market value/trading price of
Tenneco Common Stock prior to the Transaction. See
"The Industrial Distribution--Trading of Company
Common Stock" and "Risk Factors--No Current Public
Market for Company Common Stock."
Dividends............... The Company's dividend policy will be established by
the Company Board from time to time based on the
results of operations and financial condition of the
Company and such other business considerations as the
Company Board considers relevant. There can be no
assurances that the combined annual dividends on (i)
El Paso Common Stock and, if issued in connection
with the Merger, El Paso Preferred Depositary Shares,
(ii) Company Common Stock and (iii) Newport News
Common Stock after the Transaction will be equal to
the annual dividends on Tenneco Common Stock prior to
the Transaction (and it is unlikely that the
dividends would be greater than the annual dividends
on Tenneco Common Stock prior to the Transaction).
See "Risk Factors--Dividends" and "Description of
Capital Stock--Company Common Stock."
Antitakeover
Provisions.............. The Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Company, as well
as the Company's stockholder rights plan (which will
expire on June 10, 1998 unless extended with
stockholder approval) and Delaware statutory law,
contain provisions that may have the effect of
discouraging an acquisition of control of the Company
in a transaction not approved by the Company Board.
These provisions, which are substantially the same as
those provisions which are currently applicable to
Tenneco (see "Antitakeover Effects of Certain
Provisions--Comparison with Rights of Holders of
Tenneco Common Stock"), should better enable the
Company to develop its business and foster its long-
term growth without the disruptions that can be
caused by the threat of certain types of takeovers
not deemed by the Company Board to be in the best
interests of the Company and its stockholders. Such
provisions may also have the effect of discouraging
third parties from making proposals involving an
acquisition or change of control of the Company,
although such proposals, if made, might be considered
desirable by a majority of the Company's
stockholders. Such provisions could further have the
effect of making it more difficult for third parties
to cause the immediate removal and replacement of the
members of the then current Company Board or the then
current management of the Company without the
concurrence of the Company Board. See "Risk Factors--
Certain Antitakeover Features," "Description of
Capital Stock," and "Antitakeover Effects of Certain
Provisions."
Risk Factors............ Stockholders of Tenneco should be aware that the
Industrial Distribution and ownership of Company
Common Stock involve certain risk factors, including
those described under "Risk Factors," as well as
elsewhere in this Information Statement, which could
adversely affect the value of their
10
<PAGE>
holdings. Such matters include, among others, the
lack of current public market for Company Common
Stock, the absence of assurance that the combined
market value/trading prices of, and dividends on, El
Paso Common Stock and any El Paso Preferred
Depositary Shares, Company Common Stock and Newport
News Common Stock held by stockholders after the
Transaction will be equal or greater to the market
value/trading price of or dividends on Tenneco Common
Stock prior to the Transaction, the risk that the
Industrial Distribution may not qualify as a tax-free
distribution under Section 355 of the Code (as
defined herein), certain antitakeover effects of
certain provisions of the Company's Restated
Certificate of Incorporation (as defined herein), the
Amended and Restated By-laws (as defined herein), the
Company's stockholder rights plan and Delaware
statutory law, and the risk that the Transaction is
subject to review under federal and state fraudulent
conveyance laws. See "Risk Factors."
Corporate Restructuring
Transactions........... Prior to the consummation of the Industrial
Distribution, Tenneco and its subsidiaries will
undertake various intercompany transfers and
distributions designed to restructure Tenneco's
existing businesses, assets and liabilities so that
substantially all of the assets, liabilities and
operations of (i) the Industrial Business will be
directly and indirectly owned and operated by the
Company, (ii) the Shipbuilding Business will be
directly and indirectly owned and operated by Newport
News and (iii) the Energy Business will be directly
and indirectly owned and operated by Tenneco, which
will, upon consummation of the Merger, be a
subsidiary of El Paso and be renamed El Paso
Tennessee Pipeline Co. (the "Corporate Restructuring
Transactions"). See "The Industrial Distribution--
Corporate Restructuring Transactions."
Debt and Cash
Realignment; Exchange
Offer; Revolving
Credit Financing....... The Merger Agreement, the Distribution Agreement to
be entered into pursuant to the Merger Agreement (the
"Distribution Agreement") and certain of the other
agreements and documents attached as exhibits to the
Merger Agreement or the Distribution Agreement (the
"Ancillary Agreements") provide for (i) the
restructuring (through debt tender and exchange
offers, defeasances, prepayments, refinancings and
the like), immediately prior to the Distributions, of
the outstanding indebtedness for money borrowed
("Tenneco Energy Consolidated Debt") of Tenneco and
certain of its consolidated subsidiaries (the "Debt
Realignment") and (ii) the allocation of cash and
cash equivalents of Tenneco and its consolidated
subsidiaries (the "Cash Realignment"). As of June 30,
1996, the total book value of Tenneco Energy
Consolidated Debt was $4,443 million, including
$3,734 million book value ($3,955 million principal
amount) of publicly held debt ("Tenneco Public
Debt").
Tenneco will be allocated (and thereby retain)
certain of the Tenneco Energy Consolidated Debt, as
so restructured pursuant to the Debt Realignment. A
post-Transaction audit will be conducted and if the
amount of Tenneco Energy Consolidated Debt (together
with the proceeds (which is currently expected to be
approximately $275 million) of the public offering of
one or more new series of junior preferred stock (the
11
<PAGE>
"Tenneco Junior Preferred Stock") issued by Tenneco
(the "NPS Issuance") prior to the Distributions) so
retained by Tenneco exceeds $2.65 billion (subject to
certain adjustments as more fully described in this
Information Statement), the Company will pay the
excess to Tenneco in cash, and conversely, if the
amount of Tenneco Energy Consolidated Debt (together
with the proceeds of the NPS Issuance) so retained by
Tenneco is less than $2.65 billion (subject to the
same adjustments), Tenneco will pay the difference to
the Company in cash.
As part of the Debt Realignment, the Company will
offer to exchange (the "Debt Exchange Offers") $1,950
million aggregate principal amount of new, publicly
traded debt securities of the Company ("Company
Public Debt") for an equal amount of Tenneco Public
Debt. The Company Public Debt will have similar
maturities, but higher interest rates than the
Tenneco Public Debt for which it is being exchanged.
Upon consummation of the Debt Exchange Offers,
Tenneco will purchase (and thereafter extinguish) the
Tenneco Public Debt held by the Company, and the
Company will then distribute such proceeds as a
dividend to Tenneco.
In addition, the Company will enter into a $1,750
million Revolving Credit Facility (the "Company
Credit Facility"). The Company will use the Company
Credit Facility primarily for working capital,
acquisitions and other general corporate purposes;
however, the Company may borrow funds under the
Company Credit Facility and declare and pay a
dividend to Tenneco of such amount in connection with
the Debt Realignment. See "The Industrial
Distribution--Debt and Cash Realignment."
Also as part of the Debt Realignment, Tenneco has
agreed with El Paso that Tenneco will make certain
minimum capital expenditures with respect to the
Energy Business pending consummation of the
Transaction. If the actual amount of such capital
expenditures exceeds the required amount, after
consummation of the Transaction Tenneco will be
required to pay the excess to the Company in cash.
Likewise, the Company will be required to pay to
Tenneco in cash the amount, if any, by which such
actual capital expenditures are less than the
required amount. The required amount of Energy
Business capital expenditures is equal to
$333,200,000 for 1996, plus $27,750,000 per month for
each month (or pro rata portion thereof) from January
1, 1997 to the Merger Effective Time.
Pursuant to the Cash Realignment, Tenneco will be
allocated $25 million of cash and cash equivalents,
Newport News will be allocated $5 million of cash and
cash equivalents and the Company will be allocated
all remaining cash and cash equivalents on hand as of
the Merger Effective Time, which would have totalled
approximately $200 million if the Transaction had
been consummated as of June 30, 1996. Following the
post-Transaction audit described above, the Company
will be required to pay to each of Tenneco or Newport
News, as the case may be, the amount by which such
company's total cash and cash equivalents on hand as
of the Merger Effective Time is less than the above-
described allocation to such company. Likewise,
Tenneco and Newport News will each be required to pay
to the Company the amount of any excess as of the
Merger Effective Time from the above-described
allocation.
See "The Industrial Distribution--Debt and Cash
Realignment."
12
<PAGE>
Relationships Among
Tenneco, the Company
and Newport News after
the Distributions...... Tenneco will have no stock ownership in the Company
upon consummation of the Industrial Distribution. The
Company, Newport News and Tenneco will enter into the
Distribution Agreement prior to the Industrial
Distribution for the purposes of governing certain
ongoing relationships among Tenneco, the Company and
Newport News after the Industrial Distribution and to
provide for an orderly transition in the
disaffiliation of the Industrial Business, the Energy
Business and the Shipbuilding Business. The
Distribution Agreement provides for, among other
things, the Distributions and the allocation among
the Company, Tenneco and Newport News of assets and
liabilities. The parties will also enter into the
Ancillary Agreements, including: (i) the Benefits
Agreement, providing for allocations of
responsibilities with respect to employee
compensation, benefits and labor matters; (ii) the
Tax Sharing Agreement pursuant to which Tenneco, the
Company and Newport News will allocate liabilities
for taxes arising prior to, as a result of, and
subsequent to the Distribution Date; (iii) the Debt
Realignment plan pursuant to which the Tenneco Energy
Consolidated Debt will be restructured, paid and/or
refinanced by Tenneco, the Company and Newport News;
(iv) the Debt and Cash Allocation Agreement,
providing for, among other things, the allocation of
cash among, and the restructuring and refinancing of
certain of the debt of Tenneco existing prior to the
Distributions by (or with funds provided by) the
Company, Tenneco and Newport News; (v) the TBS
Services Agreement, pursuant to which TBS will
continue to provide certain administrative and other
services to Tenneco and Newport News for a certain
period of time; (vi) the Tenneco Transition Trademark
License and the Shipbuilding Transition Trademark
License Agreement, which will allow Tenneco and
Newport News to use the trademark and tradenames of
the Company for certain specified periods of time for
certain purposes; and (vii) the Insurance Agreement,
providing for, among other things, coverage
arrangements for Tenneco, the Company and Newport
News in respect of various insurance policies. In
addition, pursuant to a Transition Services
Agreement, the Company may also provide certain
services to Tenneco and El Paso on a transitional
basis at prevailing market rates.
In addition, the Company and Newport News will share
one common director, Dana G. Mead, and the Company
and El Paso (which will be the parent of Tenneco)
will share one common director, Peter T. Flawn. The
Company, Newport News and El Paso will adopt policies
and procedures to be followed by the Board of
Directors of each company to limit the involvement of
Mr. Mead and Dr. Flawn in situations that could give
rise to potential conflicts of interest, including
requesting them to abstain from voting as a director
of either the Company or Newport News, with respect
to Mr. Mead, or either the Company or El Paso, with
respect to Dr. Flawn, on certain matters which
present a conflict of interest between the Company
and Newport News or El Paso, as the case might be.
The Company believes that such conflict situations
will be minimal.
See "The Industrial Distribution--Relationships Among
Tenneco, the Company and Newport News After the
Distributions."
13
<PAGE>
INTRODUCTION
This Information Statement is being furnished to stockholders of Tenneco in
connection with the Industrial Distribution pursuant to which Tenneco intends
to distribute to holders of Tenneco Common Stock all of the outstanding shares
of Company Common Stock. Concurrently, Tenneco will distribute to holders of
Tenneco Common Stock all of the outstanding shares of Newport News Common
Stock. The Distributions will occur prior to the consummation of the Merger
pursuant to which a subsidiary of El Paso will merge with and into Tenneco
(which will, upon consummation of the Merger, be renamed El Paso Tennessee
Pipeline Co.) and whereby Tenneco will become a subsidiary of El Paso.
It is expected that the Distribution Date of the Industrial Distribution
will be on or about December , 1996 to holders of record of Tenneco Common
Stock on , 1996 (the "Distribution Record Date") on the basis of one
share of Company Common Stock for each share of Tenneco Common Stock held of
record. In addition, prior to the Industrial Distribution the Company Board
will adopt a stockholder rights plan and cause to be issued, with each share
of Company Common Stock to be distributed in the Industrial Distribution, one
Right, entitling the holder thereof to, among other things, purchase under
certain circumstances, and as described more fully herein, one one-hundredth
of a share of Company Junior Preferred Stock. No consideration will be
required to be paid by holders of Tenneco Common Stock for the shares of
Company Common Stock to be distributed in the Industrial Distribution or the
Rights associated therewith, nor will holders of Tenneco Common Stock be
required to surrender or exchange their shares of Tenneco Common Stock in
order to receive such shares of Company Common Stock and the Rights associated
therewith.
Upon consummation of the Distributions and the Merger (i) holders of Tenneco
Common Stock as of the Distribution Record Date and Merger Effective Time will
receive the securities of three publicly held companies--the Company, Newport
News and El Paso and (ii) holders of Tenneco Preferred Stock (as defined
herein) as of the Merger Effective Time will receive El Paso Common Stock.
Immediately thereafter, the Company will own and operate the Industrial
Business, Newport News will own and operate the Shipbuilding Business and El
Paso will own and operate the Energy Business.
The Industrial Distribution, the Shipbuilding Distribution and the Merger
are separate components of the Transaction. However, the Industrial
Distribution, the Shipbuilding Distribution and the Merger as described herein
will not be consummated unless the Transaction as a whole is approved at a
special meeting of the Tenneco stockholders (although Tenneco may elect
subsequently to proceed with one or more of the transactions included in the
Transaction which do not require stockholder approval if the Transaction is
not approved by Tenneco stockholders). Furthermore, the Industrial
Distribution will not be consummated until all other conditions to the Merger
have been satisfied (or can be contemporaneously satisfied) other than the
filing of a Certificate of Merger with the Secretary of State of Delaware. See
"The Industrial Distribution--Conditions to Consummation of the Industrial
Distribution" and "The Industrial Distribution--Amendment or Termination of
the Distributions."
Stockholders of Tenneco with inquiries relating to the Industrial
Distribution should contact the Distribution Agent at (212) , or Tenneco
Inc., Shareholders Services, 1275 King Street, Greenwich, Connecticut 06831;
telephone: (203) 863-1170.
14
<PAGE>
THE INDUSTRIAL DISTRIBUTION
The following descriptions of certain provisions of the Distribution
Agreement and certain of the Ancillary Agreements are only summaries and do
not purport to be complete. These descriptions are qualified in their entirety
by reference to the complete text of the Distribution Agreement and the
Ancillary Agreements. A copy of the Distribution Agreement and each of the
Ancillary Agreements as currently agreed to is included as an exhibit to the
Company's Registration Statement on Form 10 under the Exchange Act relating to
Company Common Stock, and the following discussion with respect to such
agreements is qualified in its entirety by reference to the subject agreement
as filed.
MANNER OF DISTRIBUTION
Pursuant to the Distribution Agreement, the Tenneco Board will declare the
special distribution necessary to effect the Industrial Distribution and will
set the Distribution Record Date and the Distribution Date (which will be
prior to the Merger Effective Time). Subject to the conditions summarized
below, on the Distribution Date Tenneco will distribute, pro rata to all
holders of record of Tenneco Common Stock as of the Distribution Record Date,
one share of Company Common Stock for each share of Tenneco Common Stock so
held (including the Right associated therewith). Pursuant to the Distribution
Agreement as soon as practicable on or after the Distribution Date, Tenneco
will deliver to the Distribution Agent, as agent for holders of Tenneco Common
Stock as of the Distribution Record Date, certificates representing such
shares of Company Common Stock as are required for the Industrial
Distribution.
If any shares of Company Common Stock are returned to the Distribution Agent
as unclaimed or cannot be distributed by the Distribution Agent, any post-
Distribution dividends or distributions thereon will be paid to the
Distribution Agent (or set aside and retained by the Company). On the 180th
day following the Distribution Date, the Distribution Agent will return to
Tenneco all unclaimed shares of Company Common Stock and dividends or other
distributions with respect thereto. Thereafter, holders of Tenneco Common
Stock as of the Distribution Date will be entitled to look only to Tenneco for
such amounts to which they are entitled, subject to applicable escheat or
other abandoned property laws.
NO HOLDER OF TENNECO COMMON STOCK WILL BE REQUIRED TO PAY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF COMPANY COMMON STOCK TO BE RECEIVED IN THE
INDUSTRIAL DISTRIBUTION, OR TO SURRENDER OR EXCHANGE SHARES OF TENNECO COMMON
STOCK IN ORDER TO RECEIVE COMPANY COMMON STOCK.
CORPORATE RESTRUCTURING TRANSACTIONS
Prior to consummation of the Distributions (and pursuant to the Distribution
Agreement), Tenneco will effect the Corporate Restructuring Transactions. Upon
completion of the Corporate Restructuring Transactions, Tenneco's existing
businesses and assets will be restructured so that, in general, substantially
all of the assets, liabilities and operations of (i) the Industrial Business
will be owned and operated, directly or indirectly, by the Company and (ii)
the Shipbuilding Business will be owned and operated, directly or indirectly,
by Newport News. The remaining assets, liabilities and operations of Tenneco
and its remaining subsidiaries will then consist solely of those related to
the Energy Business, which includes liabilities and assets relating to
discontinued Tenneco operations not related to the Industrial Business or the
Shipbuilding Business.
The assets which will be owned by the Company upon consummation of the
Corporate Restructuring Transactions (the "Industrial Assets") are generally
those related to the conduct of the past and current Industrial Business, as
reflected on the Unaudited Pro Forma Combined Balance Sheet of the Company as
of June 30, 1996 included herein under "Unaudited Pro Forma Combined Financial
Statements" which is also attached as an exhibit to the Distribution Agreement
(the "Pro Forma Balance Sheet") (plus any subsequently acquired asset which is
of a nature or type that would have resulted in such asset being included on
the Pro Forma Balance Sheet had it been acquired prior to the date thereof),
plus all rights expressly allocated to the Company and its subsidiaries under
the Distribution Agreement or any of the Ancillary Agreements. As part of the
Corporate Restructuring Transactions, the Company will acquire various
corporate assets of Tenneco such as the "Tenneco" trademark and associated
rights. The assets which will be owned by Newport News (the "Shipbuilding
Assets") upon consummation of the Corporate Restructuring Transactions are
generally those related to the conduct of the past and current Shipbuilding
Business, as reflected on the Newport News pro forma
15
<PAGE>
balance sheet attached as an exhibit to the Distribution Agreement (plus any
subsequently acquired asset which is of a nature or type that would have
resulted in such asset being included thereon had it been acquired prior to
the date thereof), plus all rights expressly allocated to Newport News and its
subsidiaries under the Distribution Agreement or any Ancillary Agreement. The
remaining assets (the "Energy Assets") will continue to be owned and operated
by Tenneco (as a subsidiary of El Paso) following the Transaction.
The liabilities to be retained or to be assumed by the Company and for which
the Company will be responsible pursuant to the Distribution Agreement (the
"Industrial Liabilities") generally include (i) those liabilities related to
the Industrial Assets and the current and past conduct of the Industrial
Business, including liabilities reflected on the Pro Forma Balance Sheet which
remain outstanding as of the Distribution Date (plus subsequently incurred or
accrued liabilities determined on a basis consistent with the determination of
liabilities thereon) and (ii) those liabilities expressly allocated to the
Company or its subsidiaries under the Distribution Agreement or any Ancillary
Agreement.
The liabilities to be retained or assumed by Newport News and for which
Newport News will be responsible pursuant to the Distribution Agreement (the
"Shipbuilding Liabilities") generally include (i) those liabilities related to
the Shipbuilding Assets and the current and past conduct of the Shipbuilding
Business, including liabilities reflected on the aforementioned Newport News
pro forma balance sheet which remain outstanding as of the Distribution Date
(plus subsequently incurred or accrued liabilities determined on a basis
consistent with the determination of liabilities thereon) and (ii) those
liabilities expressly allocated to Newport News or its subsidiaries under the
Distribution Agreement or any Ancillary Agreement.
The liabilities to be retained or assumed by Tenneco and for which Tenneco
will be responsible pursuant to the Distribution Agreement (the "Energy
Liabilities") generally include (i) those liabilities related to the Energy
Assets and the current and past conduct of the Energy Business, including
liabilities reflected on the Tenneco pro forma balance sheet attached as an
exhibit to the Distribution Agreement which remain outstanding as of the
Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), (ii) those liabilities expressly allocated to Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement and
(iii) all other liabilities of Tenneco or any other member of the Energy Group
which do not constitute Industrial Liabilities or Shipbuilding Liabilities.
For a description of certain liabilities that will be expressly allocated
among Tenneco, the Company and Newport News by the Distribution Agreement and
Ancillary Agreements, including liability for the Tenneco Consolidated Debt,
taxes and certain employee benefits, see "--Debt and Cash Realignment" and "--
Relationships Among Tenneco, the Company and Newport News After the
Distributions."
DEBT AND CASH REALIGNMENT
From and after the Distributions, each of Tenneco, the Company and Newport
News will, in general, be responsible for the debts, liabilities and
obligations related to the business or businesses that it owns and operates
following consummation of the Corporate Restructuring Transactions. See "--
Corporate Restructuring Transactions." However, 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, the Merger Agreement, the Distribution Agreement and the
Ancillary Agreements provide for (i) the pre-Distribution restructuring of the
Tenneco Energy Consolidated Debt pursuant to the Debt Realignment, (ii) the
allocation among each of Tenneco, the Company and Newport News of the total
amount of the cash and cash equivalents on hand as of the Merger Effective
Time pursuant to the Cash Realignment and (iii) settlement payments with
respect to certain capital expenditures related to the Energy Business, all as
described below.
The Debt Realignment is intended to facilitate the disaffiliation of the
Industrial Business, the Energy Business and the Shipbuilding Business in
connection with the Distributions and to facilitate the Merger. Additionally,
the Debt Realignment is intended to reduce the total amount of the Tenneco
Energy Consolidated Debt to an amount that, when added to certain other
liabilities and obligations of Tenneco outstanding as of the
16
<PAGE>
Merger Effective Time (the "Actual Energy Debt Amount"), equals $2.65 billion,
less the proceeds of the NPS Issuance and subject to certain other specified
adjustments (the "Base Amount"). As of June 30, 1996, the total book value of
Tenneco Energy Consolidated Debt was $4,443 million, including $3,734 million
book value ($3,955 million principal amount) of Tenneco Public Debt. The Debt
and Cash Allocation Agreement to be entered into among the Company, Tenneco
and Newport News (the "Debt and Cash Allocation Agreement") contemplates that,
as of the Merger Effective Time, the Actual Energy Debt Amount be limited to
the Base Amount. The "Base Amount" will equal $2.65 billion less the proceeds
to Tenneco from the sale of Tenneco Junior Preferred Stock issued pursuant to
the NPS Issuance plus (i) the sum of (a) the amount of all cash payments made
by Tenneco and any of its subsidiaries after the date of the Merger Agreement
to the Merger Effective Time with respect to Tenneco gas purchase contracts as
a result or in respect of any settlement, judgment or satisfaction of a bond
in excess of the market price for gas received by Tenneco and/or any of its
subsidiaries reduced by the amount of any cash payments received by Tenneco
and its subsidiaries from customers, insurers or other third parties with
respect thereto (other than ones refunded prior to the Merger Effective Time)
or with respect to any gas supply realignment costs which are so recovered
(and not refunded) on or prior to the Merger Effective Time, (b) the amount of
any purchase price paid by Tenneco or its subsidiaries to acquire an
additional interest in certain pipeline operations prior to the Merger
Effective Time and (c) the amount of all cash payments made from the date of
the Merger Agreement to the Merger Effective Time by any member of the Energy
Business in settlement of any significant claim, action, suit or proceeding to
the extent such matter would be an Energy Liability with the consent of El
Paso (less the amount of related recoveries in respect thereof from third
parties), and less (ii) the amount, calculated as of the Merger Effective
Time, of any rate refunds, including interest, which become payable to
customers pursuant to the finally approved settlement of a certain gas rate
case which have not been paid as of the Merger Effective Time. The Actual
Energy Debt Amount is defined by the Debt and Cash Allocation Agreement to
consist of (1) outstanding amounts of borrowings by Tenneco under a new credit
facility to be entered into by Tenneco in connection with the Transaction
(plus accrued and accreted interest and fees), (2) the value of remaining
Tenneco Public Debt after the Tenneco Debt Tender Offers (as defined below)
and the Debt Exchange Offers, (3) the outstanding amount of other Tenneco
Energy Consolidated Debt (plus accrued and accreted interest and fees), (4)
the unpaid amount of Transaction expenses incurred by Tenneco and its
subsidiaries, (5) any sales and use, gross receipt or other transfer taxes
applicable to the Transaction, (6) certain income taxes resulting from the
Transaction, (7) the outstanding amount of any off-balance sheet indebtedness
incurred after the date of the Merger Agreement to finance the acquisition by
Tenneco of an additional interest in the aforesaid pipeline assets and
(8) unpaid dividends on Tenneco Common Stock and Tenneco Preferred Stock (as
defined herein) which have a record date before the Merger Effective Time.
A post-Transaction audit will be conducted and if the Actual Energy Debt
Amount as of the Merger Effective Time exceeds the Base Amount, the Company
will be required to pay the excess to Tenneco in cash. Likewise, Tenneco will
be required to pay to the Company in cash the amount, if any, by which such
Actual Energy Debt Amount is less than the Base Amount.
The Debt Realignment is expected to create tax benefits to Tenneco of
approximately $120 million. Pursuant to the tax sharing agreement to be
entered into by Tenneco, the Company and Newport News in connection with the
Distribution, any such tax benefits will be allocated to the Company. For a
description of this tax sharing arrangement, see "The Industrial
Distribution--Relationships Among Tenneco, the Company and Newport News After
the Distributions--Tax Sharing Agreement."
Also as part of the Debt Realignment, Tenneco has agreed to make certain
minimum capital expenditures with respect to the Energy Business pending
consummation of the Transaction. If the actual amount of such capital
expenditures exceeds the required amount, after consummation of the
Transaction, Tenneco will be required to pay the excess to the Company in
cash. Likewise, the Company will be required to pay to Tenneco in cash the
amount, if any, by which such actual capital expenditures are less than the
required amount. The required amount of Energy Business capital expenditures
is equal to $333,200,000 for 1996, plus $27,750,000 per month for each month
(or pro rata portion thereof) from January 1, 1997 to the Merger Effective
Time.
17
<PAGE>
Pursuant to the Cash Realignment, as of the Merger Effective Time Tenneco
will be allocated $25 million of cash and cash equivalents, Newport News will
be allocated $5 million of cash and cash equivalents and the Company will be
allocated all remaining cash and cash equivalents on hand which would total
approximately $200 million if the Transaction had been consummated as of June
30, 1996. Following the post-Transaction audit described above, the Company
will be required to pay to each of Tenneco or Newport News, as the case may be,
the amount by which such company's total cash and cash equivalents on hand as
of the Merger Effective Time is less than the above-described allocation to
such company, as the case may be. Likewise, Tenneco and Newport News will each
be required to pay to the Company the amount of any excess cash and cash
equivalents as of the Merger Effective Time from the above-described allocation
determined pursuant to such audit.
The Merger Agreement contemplates that Tenneco, in its discretion, will, or
will cause its relevant subsidiaries to, (i) defease or let mature
approximately $428 million of Tenneco Public Debt and (ii) offer to purchase
for cash approximately $1,580 million of aggregate principal amount of Tenneco
Public Debt prior to the Distributions (the "Tenneco Debt Tender Offers"). As
of June 30, 1996, there was outstanding approximately $4,443 million in net
book value of Tenneco Energy Consolidated Debt. The defeasences and Tenneco
Debt Tender Offers described above, as well as the retirement of existing
short-term and certain non-public debt, will be financed by internally
generated cash, borrowings by Tenneco under a new credit facility to be entered
into by Tenneco in connection with the Transaction, the net proceeds received
by Tenneco from the NPS Issuance, the sale of certain Tenneco Credit
Corporation receivables and a cash dividend of $600 million to be paid by
Newport News to Tenneco or one or more of its subsidiaries principally using
borrowings under one or more credit facilities and/or financings to be entered
into by Newport News in connection with the Transaction. The balance of the
funding will be financed by a cash dividend to be paid by the Company to
Tenneco principally using borrowings under the $1,750 million Company Credit
Facility. See "Financing."
Also in connection with the Debt Realignment, the Company will offer to
exchange up to $1,950 million of aggregate principal amount of Company Public
Debt for an equal amount of Tenneco Public Debt pursuant to the Debt Exchange
Offers. The Company Public Debt will have similar maturities, but higher
interest rates than the Tenneco Public Debt for which it is being exchanged.
Upon consummation of the Debt Exchange Offer, Tenneco will purchase for cash
(and thereafter extinguish) the Tenneco Public Debt held by the Company, and
the Company will then distribute such proceeds as a dividend to Tenneco.
The following table sets forth the series of Tenneco Public Debt which will
be subject to the Debt Exchange Offers, and indicates the type and amount of
Company Public Debt to be issued to the holders of such Tenneco Public Debt
upon acceptance for exchange by the Company:
<TABLE>
<CAPTION>
HOLDERS OF TENNECO
PUBLIC DEBT WILL
RECEIVE $1,000 OF
OUTSTANDING FOR EACH $1,000 PRINCIPAL THE FOLLOWING
AGGREGATE AMOUNT OF THE FOLLOWING ISSUANCES COMPANY PUBLIC
PRINCIPAL AMOUNT OF TENNECO PUBLIC DEBT DEBT:
---------------- --------------------------------- ------------------
<S> <C> <C> <C> <C>
[to be provided by amendment]
</TABLE>
Concurrently with the Debt Exchange Offer, the Company will solicit consents
from the holders of the Tenneco Public Debt to certain amendments to the
indenture governing such Tenneco Public Debt which would specifically permit
Tenneco to consummate the Distributions and the transactions contemplated
thereby without compliance with a covenant that, if held to apply, might
otherwise require each of the Company and Newport News to become a co-obligor
of the Tenneco Public Debt issued under such indenture in connection therewith
(the application of which the Company and Tenneco believe, in any event, is
uncertain in these circumstances).
Consummation of the Debt Exchange Offers is conditioned on, among other
things, acceptance of the Debt Exchange Offers and the Tenneco Debt Tender
Offers by holders of at least a majority of the aggregate principal amount of
the Tenneco Public Debt of all series taken together such that the necessary
amendments to the relevant indenture have been approved.
18
<PAGE>
The offering of the Company Public Debt in the Debt Exchange Offers will be
made by means of a separate prospectus that constitutes a part of the
Company's Registration Statement on Form S-4 (File No. 333-14003) which has
been filed with the SEC.
If the Debt Realignment and the acquisitions of Clevite and Amoco Foam
Products had been consummated on June 30, 1996, on a pro forma basis the
Company would have had total indebtedness for money borrowed of approximately
$2,145 million. See "Unaudited Pro Forma Consolidated Financial Statements."
RELATIONSHIPS AMONG TENNECO, THE COMPANY AND NEWPORT NEWS AFTER THE
DISTRIBUTIONS
The businesses to be owned and operated by the Company following
consummation of the Industrial Distribution have historically been included in
Tenneco's consolidated financial results. After the Transaction, neither the
Company, Tenneco nor Newport News will have an ownership in the others. The
Company and Newport News will be independent, publicly held companies, while
Tenneco will become a subsidiary of El Paso.
Prior to the Distributions Tenneco, the Company and Newport News will enter
into the Distribution Agreement which governs certain aspects of their
relationships both prior to and following the Distributions. In addition,
prior to the Distributions, Tenneco, the Company and/or Newport News (and
their appropriate subsidiaries) will enter into the Ancillary Agreements which
are intended to further effect the disaffiliation of the Energy Business, the
Industrial Business and the Shipbuilding Business and to govern certain
additional aspects of their ongoing relationships.
Terms of the Distribution Agreement
In addition to providing for the terms of the Distributions and the various
actions to be taken prior to the Distributions, the Distribution Agreement
contains other provisions governing the relationship among Tenneco, the
Company and Newport News prior to and following the Distributions.
The Distribution Agreement provides that from and after the Distribution
Date (i) Tenneco will (and will cause the other members of the Energy Business
to) assume, pay, perform and discharge all Energy Liabilities in accordance
with their terms, (ii) the Company will (and will cause the other members of
the Industrial Business to) assume, pay, perform and discharge all of the
Industrial Liabilities in accordance with their terms and (iii) Newport News
will (and will cause the other members of the Shipbuilding Business to)
assume, pay, perform and discharge all Shipbuilding Liabilities in accordance
with their terms.
In addition, the Distribution Agreement provides for cross-indemnities such
that (i) Tenneco must indemnify the Company and Newport News (and their
respective subsidiaries and certain other related parties) against all losses
arising out of or in connection with the Energy Liabilities or the breach of
the Distribution Agreement or any Ancillary Agreement by Tenneco, (ii) the
Company must indemnify Tenneco and Newport News (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Industrial Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by the Company and (iii)
Newport News must indemnify Tenneco and the Company (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Shipbuilding Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by Newport News.
Notwithstanding the foregoing cross-indemnification provisions, the Company
and Newport News have agreed to certain other arrangements with respect to
certain inquiries from the Defense Contract Audit Agency (the "DCAA")
concerning the disposition of the Tenneco Inc. Retirement Plan (the "Tenneco
Retirement Plan"), which covers salaried employees of Newport News and other
Tenneco divisions. The DCAA has been advised that (i) the Tenneco Retirement
Plan will retain the liability for all benefits accrued by Newport News'
employees through the Distribution Date, (ii) Newport News' employees will not
accrue additional benefits under the Tenneco Retirement Plan after the
Distribution Date and (iii) no liabilities or assets of the Tenneco Retirement
Plan will be transferred from the Tenneco Retirement Plan to any plan
maintained by Newport News. A determination of the ratio of assets to
liabilities of the Tenneco Retirement Plan attributable to Newport News will
be based on facts, assumptions and legal issues which are complicated and
uncertain; however, it is likely
19
<PAGE>
that the Government will assert a claim against Newport News and/or the
Company with respect to the amount, if any, by which the assets of the Tenneco
Retirement Plan attributable to Newport News' employees are alleged to exceed
the liabilities. The Company, with the full cooperation of Newport News, will
defend against any claim by the Government and, in the event there
nevertheless is a determination that an amount with respect to this matter is
due to the Government, the Company and Newport News will share the obligation
for such amount and related defense expenses in the ratio of 80% and 20%,
respectively. Although at this preliminary stage it is impossible to predict
with certainty any eventual outcome regarding this matter, the Company does
not believe that this matter will have a material adverse effect on its
financial condition or results of operations.
Pursuant to the Distribution Agreement, each of the parties has agreed to
use all reasonable efforts to take or cause to be taken all action, and do or
cause to be done all things, reasonably necessary, proper or advisable to
consummate the transactions contemplated by and carry out the purposes of the
Distribution Agreement. As such, the Distribution Agreement provides that if
any contemplated pre-Distribution transfers and assignments have not been
effected on or prior to the Distribution Date, the parties will cooperate to
effect such transfers as quickly thereafter as practicable. The entity
retaining any asset or liability which should have been transferred prior to
the Distribution Date will continue to hold that asset for the benefit of the
party entitled thereto or that liability for the account of the party required
to assume it, and must take such other action as may be reasonably requested
by the party to whom such asset was to be transferred or by whom such
liability was to be assumed in order to place such party, insofar as
reasonably possible, in the same position as would have existed had such asset
or liability been transferred or assumed as contemplated by the Distribution
Agreement.
The Distribution Agreement provides for the transfer of books and records
among Tenneco, the Company and Newport News and their respective subsidiaries
and grants to each party access to certain information in the possession of
the others (subject to certain confidentiality requirements). In addition, the
Distribution Agreement provides for the allocation of shared privileges with
respect to certain information and requires each party to obtain the consent
of the others prior to waiving any shared privilege.
Terms of the Ancillary Agreements
Below are descriptions of the principal Ancillary Agreements to be entered
into by Tenneco, the Company and/or Newport News (and, in certain
circumstances, their appropriate subsidiaries) prior to consummation of the
Distributions, as required under the terms of the Distribution Agreement. The
Ancillary Agreements are intended to further effectuate the disaffiliation of
the Industrial Business and the Shipbuilding Business from the Energy Business
and to facilitate the operation of each of Tenneco, the Company and Newport
News as a separate entity.
Benefits Agreement. The Benefits Agreement to be entered into among Tenneco,
the Company and Newport News (the "Benefits Agreement") will define certain
labor, employment, compensation and benefit matters in connection with the
Distributions and the transactions contemplated thereby. Pursuant to the
Benefits Agreement, from and after the Distribution Date, each of Tenneco, the
Company and Newport News will continue employment of each of their respective
retained employees (subject to their rights to terminate said employees) with
the same compensation as prior to the Distribution Date, continue to honor all
related existing collective bargaining agreements, recognize related incumbent
labor organizations and continue sponsorship of hourly employee benefit plans.
The Company will become the sole sponsor of the Tenneco Retirement Plan and of
the Tenneco Inc. Thrift Plan (the "Tenneco Thrift Plan") from and after the
Distribution Date, and Tenneco and Newport News will establish defined
contribution plans for the benefit of each of their respective employees to
which the account balances of retained and former employees of Tenneco and
Newport News in the Tenneco Thrift Plan will be transferred. The benefits
accrued by Tenneco and Newport News employees in the Tenneco Retirement Plan
will be frozen as of the last day of the calendar month including the
Distribution Date, and the Company will amend the Tenneco Retirement Plan to
provide that all benefits accrued through that day by Tenneco and Newport News
employees are fully vested and non-forfeitable. Tenneco will retain and assume
employment contracts with certain individuals related to the Energy Business.
All liabilities under the Tenneco Inc. Benefit Equalization Plan and the
Supplemental Executive Retirement Plan will be assumed by the Company pursuant
to the Benefits Agreement; however, the Company is entitled to reimbursement
for certain payments thereunder from Tenneco and Newport News. Generally, each
of Tenneco, the Company and Newport News will retain liabilities with respect
to the welfare benefits of its current and former employees and their
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dependents, but Tenneco will assume all liabilities for retiree medical
benefits of the employees of discontinued operations and their dependents. In
addition, as of the Distribution Date, participation by retained and former
employees of Tenneco and Newport News in the Tenneco Inc. Deferred
Compensation Plan and the Tenneco Inc. 1993 Deferred Compensation Plan will be
discontinued. See "Management."
Debt and Cash Allocation Agreement. The Debt and Cash Allocation Agreement
will govern the allocation among the parties of cash and cash equivalents of
Tenneco and its subsidiaries on hand as of the Merger Effective Time, the
Tenneco Consolidated Debt and settlement payments with respect to certain
capital expenditures related to the Energy Business pursuant to the Cash
Realignment and Debt Realignment, as described above. See "--Debt and Cash
Realignment."
Insurance Agreement. Tenneco has historically maintained at the parent-
company level various insurance policies for the benefit or protection of
itself and its subsidiaries. The Insurance Agreement to be entered into among
Tenneco, the Company and Newport News (the "Insurance Agreement") will provide
for the respective continuing rights and obligations from and after the
Distribution Date of the parties with respect to these insurance policies
other than directors' and officers' liability insurance policies (which are
addressed by the Merger Agreement).
In general, following consummation of the Transaction policies which relate
exclusively to the Energy Business will be retained by and be the sole
responsibility of Tenneco, policies which relate exclusively to the Industrial
Business will be retained by the Company and policies which relate exclusively
to the Shipbuilding Business will be retained by Newport News.
Pursuant to the Insurance Agreement, any non-exclusive Tenneco policies
which are in effect as of the Distribution Date (other than those which are
cost plus, fronting, high deductible or retrospective premium programs, as
described below) will either be transferred into the name of the Company or
cancelled, at the Company's option. In general, "go-forward" coverage under
these policies for the Energy Business and Shipbuilding Business (and certain
related persons) will be terminated as follows: (i) coverage under "claims-
made" policies (i.e., those policies which provide coverage for claims made
during a specified period) will be terminated on the Distribution Date for any
claims not made prior thereto and (ii) coverage under "occurrence-based"
policies (i.e., those policies which provide coverage for acts or omissions
occurring during a specified period) will be terminated on the Distribution
Date for acts or omissions occurring thereafter. However, the Energy Business,
Industrial Business and Shipbuilding Business (and certain related persons)
will all continue to have access to these policies ("go-backward" coverage)
for claims made prior to the Distribution Date, in the case of claims-made
policies, and for acts or omissions which occurred prior to the Distribution
Date, in the case of occurrence-based policies (subject to certain obligations
to replace any policy limits exhausted by it). Each respective group will be
liable for premiums, costs and charges under these policies that relate to its
coverage thereunder (and will likewise get the benefit of any refunded
amounts).
Pursuant to the Insurance Agreement, policies which are cost plus, fronting,
high deductible or retrospective premium programs will be retained by the
Energy Business following the Distributions and will provide no go-forward
coverage to the Industrial Business or Shipbuilding Business. However, go-
backward coverage will continue to be available to these groups, subject to an
obligation to reimburse Tenneco for premiums, costs and charges under these
policies related to their respective coverages following the Distributions.
Following the Transaction, Tenneco will be required to maintain in place
certain letters of credit and surety bonds securing obligations under these
policies.
Tax Sharing Agreement. The Tax Sharing Agreement to be entered into among
Tenneco, the Company, Newport News and El Paso (the "Tax Sharing Agreement")
will provide for the allocation of tax liabilities among the parties arising
prior to, as a result of, and subsequent to the Distributions. As a general
rule, Tenneco will be liable for all taxes not specifically allocated to the
Company or Newport News under the specific terms of the Tax Sharing Agreement.
Generally, the Company will be liable for taxes imposed exclusively on the
Company and its affiliates engaged in the Industrial Business (the "Industrial
Group"), and Newport News will
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be liable for taxes imposed exclusively on Newport News and its affiliates
engaged in the Shipbuilding Business (the "Shipbuilding Group") (including for
pre-Transaction periods, taxes imposed on Tenneco InterAmerica Inc.). Federal
income taxes imposed on the combined activities of Tenneco, the Industrial
Group, and the Shipbuilding Group will be allocated among the business groups
according to their respective shares of consolidated taxable income, except
that (i) tax benefits attributable to the Debt Realignment ("Debt Discharge
Items"), presently anticipated to total approximately $120 million, will be
specifically allocated to the Industrial Group and Tenneco will make a cash
payment to the Company equal to the amount of such tax benefits when and to
the extent realized by Tenneco and (ii) tax benefits attributable to certain
items included in the Base Amount ("Base Amount Adjustment Items") will be
specifically allocated to Tenneco. In the case of state income taxes imposed
on the combined activities of the business groups, Tenneco will be responsible
for payment of the combined tax to the state tax authority, and the Company
and Newport News will pay Tenneco a deemed tax equal to the tax that would be
imposed if the Industrial Group and the Shipbuilding Group had filed combined
returns for their respective groups, except that Debt Discharge Items and Base
Amount Adjustment Items will be specifically allocated to the Company and
Tenneco, respectively.
In general, Tenneco will be responsible for any taxes imposed on or
resulting from the Transaction ("Transaction Taxes"). The Company will be
responsible for any Transaction Taxes resulting from any inaccuracy in factual
statements or representations in connection with the IRS Ruling Letter or the
opinion of counsel contemplated by the Merger Agreement (the "Tax Opinion") to
the extent attributable to facts in existence prior to the Merger, but
excluding facts relating to the Shipbuilding Group or El Paso. Newport News
and El Paso will each be responsible for the accuracy of any factual
statements or representations relating to them or their respective affiliates.
Each of the Company, Newport News and El Paso will be responsible for any
Transaction Tax to the extent such tax is attributable to action taken by that
entity which is inconsistent with tax treatment contemplated in the IRS Ruling
Letter received in the Transaction or the Tax Opinion. Certain Transaction
Taxes (i.e., transfer taxes, and federal and state income taxes imposed on
those Corporate Restructuring Transactions which are known to be taxable) are
included in the determination of the Actual Energy Debt Amount and
consequently may be economically borne by the Company (because the Company
must pay to Tenneco in cash the amount, if any, by which the Actual Energy
Debt Amount exceeds the Base Amount). If between the date of the Merger
Agreement and the Merger Effective Time, there is a change in law (as defined
in the Tax Sharing Agreement) and as a result of such change in law Tenneco is
required to restore certain deferred gains to income, then any resulting tax
will be shared equally between the Company and Tenneco.
Transition Services Agreement. TBS currently provides certain administrative
and other services to Tenneco, including mainframe computing services, backup,
recovery and related operations, consulting services and payroll services.
Under the Transition Services Agreement to be entered into among Tenneco, TBS
and El Paso (the "Transition Services Agreement"), at the request of El Paso
at least 45 days prior to the Merger Effective Time, TBS (which will,
following the Distributions, be a subsidiary of the Company) will continue to
provide the services specified in El Paso's request for a period of 12 months
from the Merger Effective Time at a price to be negotiated among the parties
and based on the market rate for comparable services. If elected, any or all
of the services may be terminated by Tenneco on 45 days notice to TBS.
TBS Services Agreement. TBS has entered, or will enter, into a series of
separate services agreements (the "Service Agreements"), as described below,
with Newport News and Tenneco (and its subsidiaries), which together will
constitute the "TBS Services Agreement" which is to be delivered as an
"Ancillary Document" under the Distribution Agreement.
One of the Service Agreements between TBS and Newport News will be for
mainframe data processing services (the "NNS Processing Services Agreement").
Under the NNS Processing Services Agreement, TBS will supply, as a vendor,
mainframe data processing services to Newport News for a period from the
Merger Effective Time through December 31, 1998, and thereafter only by mutual
agreement. The rate of compensation to TBS for services will be $9.1 million
in 1997 and $9.6 million in 1998, payable in monthly installments, subject to
adjustment if Newport News requests a change in the scope of services. TBS
will lease the space currently used by it at the Newport News headquarters in
Newport News, Virginia for the period from the Merger
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Effective Time through December 31, 1998, with an option for TBS to extend for
one month periods for up to 12 months, for continued use by TBS as its
mainframe data processing facility. The rent under such lease will be
approximately $1.2 million per year plus pass-throughs of certain occupancy-
related costs.
TBS has also entered into a Supplier Participation Agreement (the "NNS
Supplier Participation Agreement") with Newport News to govern the procedures
under which Newport News will continue to participate with the Company in
vendor purchase agreements between TBS and various suppliers of goods and
services. The NNS Supplier Participation Agreement will provide for continued
participation of Newport News in various purchase programs, absent a
termination for cause, for the full existing terms of the agreements with each
such vendor. Under this Agreement, as is the case currently, purchases of
goods and services will be made directly by Newport News at prices negotiated
by TBS which are applicable to all participating purchasers. TBS will charge
Newport News a fixed fee of $5,000 per month for TBS contract administration
services including data collection, negotiations, progress reporting, benefits
reporting, follow-up and consulting in connection with the vendor agreements.
Additionally, as described above, a separate Service Agreement may be
entered into with Tenneco for transitional services to be supplied by TBS to
Tenneco and its subsidiaries. The services covered and the compensation for
such services would depend on the services elected by Tenneco, and
negotiations among the parties pursuant to the Transition Services Agreement.
Trademark Transition License Agreements. Upon consummation of the Corporate
Restructuring Transactions, the Company will hold the rights to various
trademarks, servicemarks, tradenames and similar intellectual property,
including rights in the marks "Tenneco," "Ten" and "Tenn" (but not
"Tennessee"), alone and in combination with other terms and/or symbols and
variations thereof (collectively, the "Trademarks"), in the United States and
elsewhere throughout the world. In connection with the Distributions,
Trademark Transition License Agreements will be entered into as of the
Distribution Date between both (i) the Company and Tenneco and (ii) the
Company and Newport News. Pursuant to these agreements the Company will grant
to each of Tenneco and Newport News a limited, non-exclusive, royalty-free
license to use the Trademarks with respect to specified goods and services as
follows: (a) Tenneco and Newport News will be permitted to use the Trademarks
in their corporate names for 30 days after the date of the agreements (and,
pursuant to the Distribution Agreement, each have agreed to remove the
Trademarks from such corporate names within 30 days after the Distribution
Date); (b) Tenneco and Newport News will be permitted to use their existing
supplies and documents which have the Trademarks imprinted on them for six
months after the date of the agreements; and (c) Tenneco and Newport News will
be permitted to use the Trademarks on existing signs, displays or other
identifications for a period (after the date of the agreements) of two years
(in the case of Tenneco) and one year (in the case of Newport News). However,
so long as Tenneco or Newport News continues to use the Trademarks, it must
maintain certain quality standards prescribed by the Company in the conduct of
business operations in which the Trademarks are used. In addition, under these
agreements each of Tenneco and Newport News will agree to indemnify the
Company from any claims that arise as a result of its use of the Trademarks or
any breach of its agreement and neither Tenneco nor Newport News may adopt or
use at any time a word or mark likely to be similar to or confused with the
Trademarks. Each Trademark Transition License Agreement will be immediately
terminable by the Company upon a material breach of the agreement by Tenneco
or Newport News, as the case may be.
Directors
After the Distribution Date, the Company and Newport News will share one
common director, Dana G. Mead, and the Company and El Paso (which will be the
parent of Tenneco) will share one common director, Peter T. Flawn. The
Company, Newport News and El Paso will adopt policies and procedures to be
followed by the Board of Directors of each company to limit the involvement of
Mr. Mead and Dr. Flawn in situations that could give rise to potential
conflicts of interest, including requesting them to abstain from voting as a
director of either the Company or Newport News, with respect to Mr. Mead, or
either the Company or El Paso, with respect to Dr. Flawn, on certain matters
which present a conflict of interest between the Company and Newport News or
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El Paso, as the case might be. The Company believes that such conflict
situations will be minimal. See "Management."
Expenses
In general, and except for certain environmental costs and expenses, Tenneco
is responsible for all fees and expenses incurred by Tenneco in connection
with the Transaction for periods prior to the Distribution Date. Any such fees
and expenses which are unpaid as of the Merger Effective Time will be
allocated to and remain the responsibility of Tenneco pursuant to the Debt
Realignment, and El Paso has agreed to pay or cause to be paid all such
amounts. However, because the aggregate amount of debt to be allocated upon
consummation of the Merger to Tenneco is limited to $2.65 billion (subject to
certain adjustments), the amount of unpaid Tenneco transaction fees and
expenses as of the Merger Effective Time may impact the amount of debt
allocated to the Company in connection with the Transaction. See "--Debt and
Cash Realignment." Each party has agreed to bear its own respective fees and
expenses incurred after consummation of the Transaction.
Settlement of Intercompany Accounts
Pursuant to the Merger Agreement and the Distribution Agreement, all
intercompany receivables, payables and loans (unless specifically provided for
in any Ancillary Agreement) among the Energy Business, the Industrial Business
and the Shipbuilding Business will be settled, capitalized or converted into
ordinary trade accounts as of the close of business on the Distribution Date.
Further, all intercompany agreements among such businesses (other than those
contemplated by the Transaction) will be terminated.
REASONS FOR THE DISTRIBUTIONS
The Distributions and the Merger are designed to separate three types of
businesses, namely the Industrial Business, the Shipbuilding Business and the
Energy Business, which have distinct financial, investment and operating
characteristics, so that each can adopt strategies and pursue objectives
appropriate to its specific needs. The Distributions will (i) enable the
management of each company to concentrate its attention and financial
resources on the core businesses of such company, (ii) permit investors to
make more focused investment decisions based on the specific attributes of
each of the three businesses, (iii) facilitate employee compensation programs
custom-tailored to the operations of each business, including stock-based and
other incentive programs, which will more directly reward employees of each
business based on the success of that business and (iv) tailor the assets of
Tenneco to facilitate the acquisition of the Energy Business by El Paso. Upon
consummation of the Industrial Distribution, the Company will, primarily
through its consolidated subsidiaries, own and operate Tenneco Automotive,
Tenneco Packaging and TBS, and Newport News will, primarily through its
consolidated subsidiaries (principally Newport News Shipbuilding and Dry Dock
Company), own and operate the Shipbuilding Business. Immediately following
consummation of the Distributions, a subsidiary of El Paso will be merged with
and into Tenneco, and thereafter the Energy Business will be owned and
operated by El Paso.
CONDITIONS TO CONSUMMATION OF THE INDUSTRIAL DISTRIBUTION
The Industrial Distribution is conditioned on, among other things,
stockholder approval of the Distributions (to be submitted as a component of
the Transaction) at a special meeting of the Tenneco stockholders and formal
declaration of the Distributions by the Tenneco Board. Other conditions to the
Industrial Distribution include (i) execution and delivery of the Distribution
Agreement and the Ancillary Agreements and consummation of the various pre-
Distribution transactions (such as the Corporate Restructuring Transactions,
the Debt Realignment and the Cash Realignment), (ii) receipt of the IRS Ruling
Letter to the effect that for federal income tax purposes the Distributions
qualify as tax-free distributions to Tenneco and its stockholders under
Section 355 of the Code (as defined herein) and that certain internal spin-off
transactions involving Tenneco or its subsidiaries to be effected pursuant to
the Corporate Restructuring Transactions will qualify as tax-free (see "--
Certain Federal Income Tax Aspects of the Industrial Distribution"), (iii)
approval of Company Common Stock and Newport News Common Stock to be
distributed for listing on the New York Stock Exchange, (iv) registration of
Company
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Common Stock and Newport News Common Stock under the Exchange Act, (v) receipt
of all material consents to the Corporate Restructuring Transactions, the
Distributions and transactions contemplated in the Distribution Agreement,
(vi) performance of the various covenants required to be performed prior to
the Distribution Date (see "--Corporate Restructuring Transactions," "--Debt
and Cash Realignment" and "--Relationships Among Tenneco, the Company and
Newport News After the Distributions") and (vii) lack of prohibition of the
Distributions by any law or governmental authority. Even if all the conditions
to the Distributions are satisfied, Tenneco has reserved the right, under
certain circumstances, to amend or terminate the Distribution Agreement and to
modify or abandon the transactions contemplated thereby. The Tenneco Board has
not attempted to identify or establish objective criteria for evaluating the
particular types of events or conditions that would cause the Tenneco Board to
consider amending or terminating the Distributions. See "--Amendment or
Termination of the Distributions." Although the foregoing conditions (other
than declaration of the Distributions) may be waived by Tenneco (to the extent
permitted by law), the Tenneco Board presently has no intention to proceed
with either of the Distributions unless each of these conditions is satisfied.
See "Introduction."
AMENDMENT OR TERMINATION OF THE DISTRIBUTIONS
Prior to the Distributions, the Distribution Agreement may be terminated and
the Distributions may be amended, modified or abandoned by Tenneco without the
approval of the Company or Newport News or the stockholders of Tenneco,
subject to the consent of El Paso as described below. Any amendment or
modification prior to the termination of the Merger Agreement or consummation
of the Merger which adversely affects the Energy Business (other than to a de
minimis extent) or materially delays or prevents the consummation of the
Merger can be effectuated only with the prior consent of El Paso. Termination
of the Distribution Agreement prior to the termination of the Merger Agreement
or consummation of the Merger can be effectuated only with the prior written
consent of El Paso.
After consummation of the Distributions, the Distribution Agreement may be
amended or terminated only by a written agreement signed by Tenneco, the
Company and Newport News. Certain amendments or terminations after the
Distributions also require the consent of third-party beneficiaries to the
extent that the Distribution Agreement has expressly granted them such rights.
TRADING OF COMPANY COMMON STOCK
See "Risk Factors--No Current Market for Company Common Stock" and "Risk
Factors--Uncertainty Regarding Trading Prices of Stock Following the
Transaction" for a discussion of certain considerations relating to the market
for and trading prices of Company Common Stock following the Industrial
Distribution.
Shares of Company Common Stock received by shareholders of Tenneco pursuant
to the Industrial Distribution will be freely transferable, except for shares
received by persons who may be deemed to be "affiliates" of the Company under
the Securities Act of 1933, as amended (the "Securities Act"). Persons who are
affiliates of the Company will be permitted to sell their shares of Company
Common Stock, only pursuant to an effective registration statement under the
Securities Act or an exemption from the registration requirements of the
Securities Act. There would not, however, be any 90-day waiting period before
sales could be made by affiliates under Rule 144 of the Securities Act, as
long as the other provisions of Rule 144 are met.
CERTAIN FEDERAL INCOME TAX ASPECTS OF THE INDUSTRIAL DISTRIBUTION
General
The following is a summary description of the material federal income tax
aspects of the Industrial Distribution. This summary is for general
informational purposes only and is not intended as a complete description of
all of the tax consequences of the Industrial Distribution, the Shipbuilding
Distribution, the Merger or the other transactions contemplated as part of the
Transaction and does not discuss tax consequences under the laws of state or
local governments or any other jurisdiction. Moreover, the tax treatment of a
stockholder may vary depending upon his, her or its particular situation. In
this regard, certain stockholders (including
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insurance companies, tax-exempt organizations, financial institutions or
broker-dealers, persons who are not citizens or residents of the United States
or who are foreign corporations, foreign partnerships or foreign trusts or
estates, as defined for United States federal income tax purposes,
stockholders that hold shares as part of a position in a "straddle" or as part
of a "hedging" or "conversion" transaction for United States federal income
tax purposes and stockholders with a "functional currency" other than the
United States dollar) may be subject to special rules not discussed below. In
addition, this summary applies only to shares which are held as capital
assets. The following discussion may not be applicable to a stockholder who
acquired his or her shares pursuant to the exercise of stock options or
otherwise as compensation.
THE FOLLOWING DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), EXISTING, PROPOSED AND
TEMPORARY TREASURY REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS
AND COURT DECISIONS. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE, WHICH MAY OR
MAY NOT BE RETROACTIVE, AND ANY SUCH CHANGES COULD AFFECT THE VALIDITY OF THE
FOLLOWING DISCUSSION. SEE "POSSIBLE FUTURE LEGISLATION" BELOW.
EACH STOCKHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES TO HIM, HER OR IT OF THE TRANSACTION DESCRIBED
HEREIN, INCLUDING, THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN
TAX LAWS, AND THE POSSIBLE EFFECTS OF CHANGES OF APPLICABLE TAX LAWS.
Tax Rulings
Consummation of the Industrial Distribution is conditioned upon the receipt
of the IRS Ruling Letter reasonably acceptable to Tenneco and El Paso, to the
effect that:
(i) the Industrial Distribution 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 Shipbuilding Distribution 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; and
(iii) the following distributions to be effected as part of the Corporate
Restructuring Transactions will be tax-free for federal income tax purposes
to the respective transferor corporations under Section 355(c)(1) or 361(a)
of the Code and to the respective stockholders of the transferor
corporations under Section 355(a) of the Code: (a) the distribution by
Newport News of the capital stock of Tenneco Packaging Inc. to Tenneco
Corporation; (b) the distribution by Tenneco Corporation of the capital
stock of the Company and Newport News to Tennessee Gas Pipeline Company
("TGP"); and (c) the distribution by TGP of the capital stock of the
Company and Newport News to Tenneco.
A ruling from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. The rulings
obtained from the IRS will be based on certain facts and representations, some
of which will have been made by El Paso. Generally, the IRS Ruling Letter
would not be revoked or modified retroactively provided that (i) there has
been no misstatement or omission of material facts, (ii) the facts at the time
of the Transaction are not materially different from the facts upon which the
IRS private letter ruling was based and (iii) there has been no change in the
applicable law.
The Distributions
It is expected that the Distributions will qualify as tax-free distributions
under Section 355 of the Code. Assuming that the Distributions so qualify, (i)
the holders of Tenneco Common Stock will not recognize gain or loss upon
receipt of shares of Company Common Stock or shares of Newport News Common
Stock, (ii) each holder of Tenneco Common Stock will allocate his, her or its
aggregate tax basis in the Tenneco Common Stock immediately before the
Distributions among Tenneco Common Stock, Company Common Stock and Newport
News Common Stock in proportion to their respective fair market values, (iii)
the holding period of each holder
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of Tenneco Common Stock for Company Common Stock and Newport News Common Stock
will include the holding period for his, her or its Tenneco Common Stock,
provided that Tenneco Common Stock is held as a capital asset at the time of
the Distributions and (iv) Tenneco will not recognize any gain or loss on its
distribution of Company Common Stock or Newport News Common Stock to its
stockholders.
No fractional shares of Company Common Stock or Newport News Common Stock
will be distributed in the Distributions. A holder of Tenneco Common Stock
who, pursuant to the Distributions, receives cash in lieu of fractional shares
of Newport News Common Stock will be treated as having received such
fractional shares of Newport News Common Stock pursuant to the Distributions
and then as having received such cash in a sale of such fractional shares of
Newport News Common Stock. Such holders will generally recognize capital gain
or loss on such deemed sale equal to the difference between the amount of cash
received and such holders' adjusted tax basis in the fractional share of
Newport News Common Stock received. Such gain or loss will be capital
(provided Tenneco Common Stock is held as a capital asset at the time of the
Distributions) and will be treated as a long-term capital gain or loss if the
holding period for the fractional shares of Newport News Common Stock deemed
to be received and then sold is more than one year.
If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then in general a corporate level federal income tax
would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Code Section
355) would be based upon the gain (computed as the difference between the fair
market value of the stock distributed and the distributing corporation's
adjusted basis in such stock) realized by each of the distributing
corporations upon its distribution of the stock of one or more controlled
corporations to its stockholders in the Transaction. The corporate level
federal income tax would be payable by Tenneco. Under the terms of the Tax
Sharing Agreement, the Company will not be liable to indemnify Tenneco for any
additional taxes incurred by reason of the Industrial Distribution being
taxable, unless the Industrial Distribution fails to qualify for tax-free
treatment under Section 355 of the Code as a result of the inaccuracy of
certain factual statements or representations made by the Company in
connection with the requests for the IRS private letter ruling or the Tax
Opinion or the Company takes any action which is inconsistent with any factual
statements or representations or the tax treatment of the Transaction as
contemplated in the IRS private letter ruling request or the Tax Opinion. See
the discussion of the Tax Sharing Agreement under "--Relationships Among
Tenneco, the Company and Newport News After the Distributions."
Furthermore, if the Distributions do not qualify as tax-free distributions
under Section 355 of the Code, then each holder of Tenneco Common Stock who
receives shares of Company Common Stock and Newport News Common Stock in the
Distributions would be treated as if such stockholder received taxable
distributions in an amount equal to the fair market value of Company Common
Stock and Newport News Common Stock received, which would result in (i) a
dividend to the extent paid out of Tenneco's current and accumulated earnings
and profits; then (ii) a reduction in such stockholder's basis in Tenneco's
Common Stock to the extent the amount received exceeds the amount referenced
in clause (i); and then (iii) gain from the sale or exchange of Tenneco Common
Stock to the extent the amount received exceeds the sum of the amounts
referenced in clauses (i) and (ii). Each stockholder's basis in his, her or
its Company Common Stock and Newport News Common Stock would be equal to the
fair market value of such stock at the time of the Distributions.
Possible Future Legislation
The Administration's Budget Proposal issued March 19, 1996 contains several
revenue proposals, including a proposal (the "Anti-Morris Trust Proposal")
which would require a distributing corporation in a transaction otherwise
qualifying as a tax-free distribution under Section 355 of the Code to
recognize gain on the distribution of the stock of the controlled corporation
unless the direct and indirect stockholders of the distributing corporation
own more than 50% of the distributing corporation and controlled corporations
at all times during the four-year period commencing two years prior to the
distribution. The Anti-Morris Trust Proposal would apply to any distributions
occurring after March 19, 1996, unless such distribution was (i) pursuant to a
binding contract on such date, (ii) described in a ruling request submitted to
the IRS on or before such date or (iii) described in a public announcement or
Commission filing on or before such date.
27
<PAGE>
On March 29, 1996, Senator William V. Roth, Chairman of the Senate Finance
Committee and Congressman Bill Archer, Chairman of the House Ways and Means
Committee, issued a joint statement (the "Roth-Archer Statement") to the
effect that should certain of the revenue proposals included in the
Administration's Budget Proposal, including the Anti-Morris Trust Proposal, be
enacted, the effective date will be no earlier than the date of "appropriate
Congressional action." As of the date of this Information Statement, no
legislation has been introduced relating to the Anti-Morris Trust Proposal. On
June 27, 1996, Tenneco submitted its request for rulings (including rulings on
the tax-free treatment of the Distributions) to the IRS. Accordingly, in view
of the Roth-Archer Statement, any future Anti-Morris Trust legislation should
not apply to the Distributions assuming that the effective date of such
legislation contains a grandfather clause for transactions for which a ruling
request has been filed with the IRS prior to the date of "appropriate
Congressional action." Nevertheless, there can be no assurances that Congress
will not adopt Anti-Morris Trust legislation which would apply retroactively
to the Distributions. In the event such legislation is announced or introduced
prior to the consummation of the Transaction, under the terms of the Merger
Agreement El Paso may elect not to proceed with the Merger if it reasonably
determines that there exists a reasonable likelihood that the Distributions or
the Merger would not be tax-free for federal income tax purposes. If El Paso
elects to proceed with the Merger notwithstanding the announcement or
introduction of Anti-Morris Trust legislation, the Distributions, if
ultimately subject to such legislation, may result in significant taxable gain
to the Tenneco consolidated group under Section 355(c) of the Code. Although
Tenneco stockholders would not recognize taxable gain or loss on the receipt
of the stock of the Company and Newport News under the current Anti-Morris
Trust Proposal, the taxable gain required to be recognized by the Tenneco
consolidated group under Code Section 355(c) would significantly reduce the
value of the El Paso Common Stock and any Depositary Shares received by the
Tenneco stockholders in the Merger.
Back-up Withholding Requirements
United States information reporting requirements and backup withholding at
the rate of 31% may apply with respect to dividends paid on, and proceeds from
the taxable sale, exchange or other disposition of Company Common Stock,
unless the stockholder (i) is a corporation or comes within certain other
exempt categories, and, when required, demonstrates these facts or (ii)
provides a correct taxpayer identification number, certifies as to no loss of
exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. A stockholder who does not
supply the Company with his, her or its correct taxpayer identification number
may be subject to penalties imposed by the IRS. Any amount withheld under
these rules will be creditable against the stockholder's federal income tax
liability. Stockholders should consult their tax advisors as to their
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption. If information reporting requirements apply to a
stockholder, the amount of dividends paid with respect to such shares will be
reported annually to the IRS and to such stockholder.
These backup withholding tax and information reporting rules currently are
under review by the United States Treasury Department and proposed Treasury
Regulations issued on April 15, 1996 would modify certain of such rules
generally with respect to payments made after December 31, 1997. Accordingly,
the application of such rules could be changed.
REASONS FOR FURNISHING THE INFORMATION STATEMENT
This Information Statement is being furnished by Tenneco solely to provide
information to Tenneco stockholders who will receive Company Common Stock in
the Industrial Distribution. It is not, and is not to be construed as, an
inducement or encouragement to buy or sell any securities of Tenneco or the
Company. The information contained in this Information Statement is believed
by Tenneco and the Company to be accurate as of the date set forth on its
cover. Changes may occur after that date, and neither the Company nor Tenneco
will update the information except in the normal course of their respective
public disclosure practices.
28
<PAGE>
RISK FACTORS
Stockholders of Tenneco should be aware that the Industrial Distribution and
ownership of Company Common Stock involves certain risk factors, including
those described below and elsewhere in this Information Statement, which could
adversely affect the value of their holdings. Neither the Company nor Tenneco
makes, nor is any other person authorized to make, any representation as to
the future market value of Company Common Stock.
NO CURRENT PUBLIC MARKET FOR COMPANY COMMON STOCK
Currently, there is no public market for Company Common Stock, although a
"when issued" market is expected to develop prior to the Distribution Date.
There can be no assurance as to the prices at which trading in Company Common
Stock will occur after the Industrial Distribution. Until Company Common Stock
is fully distributed and an orderly market develops, the prices at which
trading in such stock occurs may fluctuate significantly. On , 1996,
the Company received approval to list Company Common Stock on the New York
Stock Exchange upon notice of issuance. The Company has applied to the
Chicago, Pacific and London Stock Exchanges for approval of the listing of
Company Common Stock upon notice of issuance. See "The Industrial
Distribution--Trading of Company Common Stock."
UNCERTAINTY REGARDING TRADING PRICES OF STOCK FOLLOWING THE TRANSACTION
Upon consummation of the Transaction, the then-outstanding shares of Tenneco
Common Stock will be cancelled and holders of Tenneco Common Stock will
receive (i) in connection with the Merger, shares of El Paso Common Stock and,
under certain circumstances, El Paso Preferred Depositary Shares and (ii) in
connection with the Distributions, Company Common Stock and Newport News
Common Stock. Tenneco Common Stock is currently listed and traded and,
following the Distributions, Company Common Stock will be listed and traded on
the New York, Chicago, Pacific and London Stock Exchanges. El Paso Common
Stock, El Paso Preferred Depositary Shares, if any, and Newport News Common
Stock will be listed and traded on the New York Stock Exchange. There can be
no assurance that the combined market value/trading prices of El Paso Common
Stock and any Depositary Shares, Company Common Stock and Newport News Common
Stock held by stockholders after the Transaction will be equal to or greater
than the market value/trading prices of Tenneco Common Stock prior to the
Transaction. See "The Industrial Distribution--Trading of Company Common
Stock."
UNCERTAINTY REGARDING FUTURE DIVIDENDS
The Company's dividend policy will be established by the Company Board from
time to time based on the results of operations and financial condition of the
Company and such other business considerations as the Company Board considers
relevant. There can be no assurances that the combined annual dividends on El
Paso Common Stock and any El Paso Preferred Depositary Shares, Company Common
Stock and Newport News Common Stock after the transaction will be equal to the
annual dividends on Tenneco Common Stock prior to the Transaction (and it is
unlikely that the dividends would be greater than the annual dividends on
Tenneco Common Stock prior to the Transaction).
POTENTIAL FEDERAL INCOME TAX LIABILITIES
The Industrial Distribution is conditioned upon the receipt of a favorable
ruling from the IRS to the effect, among other things, that the Industrial
Distribution will qualify as a tax-free distribution under Section 355 of the
Code. See "The Industrial Distribution--Certain Federal Income Tax Aspects of
the Industrial Distribution." Such a ruling, while generally binding upon the
IRS, is based upon certain factual representations and assumptions. If any of
such factual representations and assumptions were incomplete or untrue in a
material respect, or the facts upon which such ruling was based are materially
different from the facts at the time of the
29
<PAGE>
Distributions, the IRS could modify or revoke such ruling retroactively.
Tenneco is not aware of any facts or circumstances which would cause any of
such representations and assumptions to be incomplete or untrue. The Company,
Tenneco, Newport News and El Paso have each agreed to certain covenants on its
future actions to provide further assurances that the Industrial Distribution
will be tax-free for federal income tax purposes. See "The Industrial
Distribution--Relationships Among Tenneco, the Company and Newport News After
the Distributions."
If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then in general a corporate level federal income tax
would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Code Section
355) would be based upon the gain (computed as the difference between the fair
market value of the stock distributed and the distributing corporation's
adjusted basis in such stock) realized by each of the distributing
corporations upon its distribution of the stock of one or more controlled
corporations to its stockholders in the Transaction. In this regard, the
failure of the Merger to qualify as a reorganization within the meaning of
Code Section 368(a)(1)(B) could cause the Industrial Distribution to be
taxable to Tenneco and its stockholders. The corporate level federal income
tax would be payable by Tenneco. Under certain limited circumstances, however,
the Company has agreed to indemnify Tenneco for a defined portion of such tax
liabilities. See "The Industrial Distribution--Relationships Among Tenneco,
the Company and Newport News After the Distributions--Terms of the Ancillary
Agreements--Tax Sharing Agreement." In addition, under IRS regulations, each
member of the consolidated group (including the Company) is severally liable
for such tax liability.
Furthermore, if the Industrial Distribution were not to qualify as tax-free
distributions under Section 355 of the Code, then each holder of Tenneco
Common Stock who receives shares of Company Common Stock and Newport News
Common Stock in the Distributions would be treated as if such stockholder
received a taxable distribution in an amount equal to the fair market value of
Company Common Stock and Newport News Common Stock received, which would
result in: (i) a dividend to the extent paid out of Tenneco's current and
accumulated earnings and profits; then (ii) a reduction in such stockholder's
basis in Tenneco Common Stock to the extent the amount received exceeds the
amount referenced in clause (i); and then (iii) gain from the sale or exchange
of Tenneco Common Stock to the extent the amount received exceeds the sum of
the amounts referenced in clauses (i) and (ii). See "The Industrial
Distribution--Certain Federal Income Tax Aspects of the Industrial
Distribution."
CERTAIN ANTITAKEOVER FEATURES
Upon consummation of the Industrial Distribution, certain provisions of the
Company's Restated Certificate of Incorporation and its Amended and Restated
By-laws, along with the Company's stockholder rights plan and Delaware
statutory law, could discourage potential acquisition proposals and could
delay or prevent a change in control of the Company. Such provisions could
diminish the opportunities for a stockholder to participate in tender offers,
including tender offers at a price above the then current market value of
Company Common Stock. Such provisions may also inhibit fluctuations in the
market price of Company Common Stock that could result from takeover attempts.
The provisions could also have the effect of making it more difficult for
third parties to cause the immediate removal and replacement of the members of
the then current Company Board or the then current management of the Company
without the concurrence of the Company Board. See "Antitakeover Effects of
Certain Provisions."
POTENTIAL LIABILITIES DUE TO FRAUDULENT TRANSFER CONSIDERATIONS AND LEGAL
DIVIDEND REQUIREMENTS
The Corporate Restructuring Transactions, the Debt Realignment and the
Distributions are subject to review under federal and state fraudulent
conveyance laws. Under these laws, if a court in a lawsuit by an unpaid
creditor or a representative of creditors (such as a trustee or debtor-in-
possession in bankruptcy of Tenneco, the Company or Newport News as a debtor-
in-possession) were to determine that Tenneco did not receive fair
consideration or reasonably equivalent value for distributing Company Common
Stock and Newport News
30
<PAGE>
Common Stock or that Tenneco, the Company, Newport News or any of their
subsidiaries did not receive fair consideration or reasonably equivalent value
for incurring indebtedness or transferring assets in connection with the Debt
Realignment and Corporate Restructuring Transactions and, at the time of such
distribution, incurrence of indebtedness or transfer of assets, Tenneco, the
Company, Newport News or any of their subsidiaries (i) was insolvent or would
be rendered insolvent, (ii) had unreasonably small capital with which to carry
on its business and all businesses in which it intended to engage, or (iii)
intended to incur, or believed it would incur, debts beyond its ability to
repay such debts as they would mature, then such court could order the holders
of Company Common Stock and the Newport News Common Stock to return the value
of the stock and any dividends paid thereon, bar future dividend and
redemption payments on the stock, and invalidate, in whole or in part, the
Corporate Restructuring Transactions, Debt Realignment or Distributions, as
fraudulent conveyances.
The measure of insolvency for purposes of the fraudulent conveyance laws
will vary depending on which jurisdiction's law is applied. Generally,
however, an entity would be considered insolvent if the present fair saleable
value of its assets is less than (i) the amount of its liabilities (including
contingent liabilities) or (ii) the amount that will be required to pay its
probable liabilities on its existing debts as they become absolute and mature.
No assurance can be given as to what standard a court would apply in
determining insolvency or that a court would not determine that Tenneco, the
Company, Newport News or any of their subsidiaries was "insolvent" at the time
of or after giving effect to the Corporate Restructuring Transactions, the
Debt Realignment and the Distributions.
In addition, the Distributions and the distributions pursuant to the
Corporate Restructuring Transactions and Debt Realignment, are subject to
review under state corporate distribution statutes. Under the General
Corporation Law of the State of Delaware (the "DGCL"), a corporation may only
pay dividends to its stockholders either (i) out of its surplus (net assets
minus capital) and not out of capital or (ii) if there is no such surplus, out
of its net profits for the fiscal year in which the dividend is declared
and/or the preceding fiscal year. Although all distributions are intended to
be made entirely from surplus, no assurance can be given that a court will not
later determine that some or all of the distributions were unlawful.
Prior to the Industrial Distribution the Tenneco Board expects to obtain an
opinion regarding the solvency of the Company and Tenneco and the
permissibility of the Transaction under Section 170 of the DGCL. The Tenneco
Board and management believe that, in accordance with this opinion which is
expected to be rendered in connection with the Industrial Distribution, (i)
the Company and Tenneco each will be solvent (in accordance with the foregoing
definitions) at the time of the Transaction (including after the payment of
any dividend by the Company to Tenneco and after the consummation of the
Industrial Distribution), will be able to repay its debts as they mature
following the Transaction and will have sufficient capital to carry on its
businesses and (ii) the Industrial Distribution and the distribution to
Tenneco will be made entirely out of surplus in accordance with Section 170 of
the DGCL. There is no certainty, however, that a court would find the solvency
opinion rendered by Tenneco's financial advisor to be binding on creditors of
the Company or Tenneco or that a court would reach the same conclusions set
forth in such opinion in determining whether the Company or Tenneco was
insolvent at the time of, or after giving effect to, the Transaction or
whether lawful funds were available for the Industrial Distribution and the
distribution to Tenneco.
The Distribution Agreement, the Merger Agreement and certain of the
Ancillary Agreements provide for the allocation, immediately prior to the
Distributions, of the Tenneco Energy Consolidated Debt remaining following
consummation of the Corporate Restructuring Transactions. Further, pursuant to
the Distribution Agreement, from and after the Distribution Date, each of
Tenneco, the Company and Newport News will be responsible for the debts,
liabilities and other obligations related to the business or businesses which
it owns and operates following the consummation of the Transaction. Although
the Company does not expect to be liable for any such obligations not
expressly assumed by it pursuant to the Distribution Agreement and the Debt
Realignment, it is possible that a court would disregard the allocation agreed
to among the parties, and require the Company to assume responsibility for
obligations allocated to Tenneco or Newport News (for example, tax and/or
environmental liabilities), particularly if one of such other parties were to
refuse or were to be unable to pay or perform the subject allocated
obligations. See "The Industrial Distribution--Relationships Among Tenneco,
the Company and Newport News After the Distributions."
31
<PAGE>
THE COMPANY
INTRODUCTION
The Company is a newly formed Delaware corporation which, upon completion of
the Industrial Distribution, will be an independent, publicly held company
(symbol "TEN"). The Company will own and operate, directly and through its
direct and indirect subsidiaries, substantially all of the assets of, and will
assume substantially all of the liabilities associated with, the principal
industrial businesses of Tenneco: Tenneco Automotive and Tenneco Packaging.
The Company will also own and operate the administrative services unit of
Tenneco: TBS.
Although the separation of the Industrial Business from the remainder of the
businesses, operations and companies currently constituting the "Tenneco
Group" has been structured as a "spin-off" of the Company pursuant to the
Industrial Distribution for legal, tax and other reasons, the Company will
succeed to certain important aspects of the existing Tenneco business,
organization and affairs, namely: (i) the Company will be renamed "Tenneco
Inc." upon the consummation of the Merger; (ii) the Company will be
headquartered at Tenneco's current headquarters in Greenwich, Connecticut;
(iii) the Company Board will consist of those persons currently constituting
the Tenneco Board; (iv) the Company's executive management will consist
substantially of the current Tenneco executive management; and (v) the
Industrial Business to be conducted by the Company will consist largely of
Tenneco Automotive and Tenneco Packaging.
Tenneco Automotive is one of the world's leading manufacturers of automotive
exhaust and ride control systems for both the original equipment market and
the replacement market, or aftermarket. Tenneco Automotive is a global
business that sells its products in over 100 countries. Tenneco Automotive
manufactures and markets its automotive exhaust systems primarily under the
Walker(R) brand name and its ride control systems primarily under the
Monroe(R) brand name.
Tenneco Packaging is among the world's leading and most diversified
packaging companies, manufacturing packaging products for consumer,
institutional and industrial markets. The paperboard business group
manufactures corrugated containers, folding cartons and containerboard, has a
joint venture in recycled paperboard, and offers high value-added products
such as enhanced graphics packaging and displays and kraft honeycomb products.
Its specialty products group produces disposable aluminum, foam and clear
plastic food containers, molded fiber and pressed paperboard products, as well
as polyethylene bags and industrial stretch wrap. Tenneco Packaging's consumer
products include such recognized brand names as Hefty(R), Baggies(R) and E-Z
Foil(R).
TBS designs, implements and administers shared administrative service
programs for the Tenneco businesses as well as, on an "as requested" basis,
for former Tenneco business entities.
BUSINESS STRATEGY
The Company
The Distributions and the Merger represent the most important step to date
in accomplishing Tenneco's overall strategic objective of transforming itself
from a highly diversified industrial corporation to a global manufacturing
company focused on Tenneco Automotive and Tenneco Packaging. For the past
several years, Tenneco's management team has redeployed resources from slower
growth, more cyclical businesses to these higher growth businesses. The
Distributions are expected to provide the Company with greater flexibility to
pursue additional growth opportunities for Tenneco Automotive and Tenneco
Packaging as a result of the increased management focus and additional
financial flexibility at the Company. These additional growth opportunities
are expected to include, among other things, strategic acquisitions, joint
ventures, strategic alliances and further organic growth from additional
product development and international expansion initiatives.
Management Focus. As a result of the Distributions and the Merger, Tenneco's
executive management team will be able to focus all of its efforts on
exploring and implementing the most appropriate growth opportunities for
Tenneco Automotive and Tenneco Packaging.
32
<PAGE>
Implementation of Management Programs. Tenneco's strategy of focusing on the
Industrial Business will allow the Company to further refine and implement
certain management processes that have been developed over the past several
years in order to improve operating performance. These programs include: (i)
the Cost of Quality program through which the Company has successfully reduced
the failure costs in its manufacturing and administrative processes; (ii) the
working capital initiative through which the Company plans to further reduce
its working capital requirements; and (iii) the shared services program,
administered by TBS, through which the Company plans on further improving
efficiency and reducing the cost of general and administrative support
functions. The Company believes that Tenneco Automotive and Tenneco Packaging
are particularly well-suited to benefit from these types of programs due to
the fragmented, non-regulated nature of the industries in which they operate.
Strategic Acquisitions. Strategic acquisitions have been, and will continue
to be, an important element of the Company's overall growth strategy.
Tenneco's current executive management team, which will continue to serve as
the Company's executive management team following the Industrial Distribution,
has a proven track record of identifying, structuring and integrating
strategic acquisitions. As a result of management's experience in implementing
strategic acquisitions, the Company has developed comprehensive plans to
efficiently integrate new companies into its existing corporate
infrastructure. The Company intends to continue to pursue appropriate
acquisition opportunities in which management can substantially improve the
profitability of strategically related businesses by, among other things,
rationalizing similar product lines and eliminating certain lower margin
product lines; reconfiguring and upgrading manufacturing facilities; moving
production to the lowest cost facilities; reducing selling, distribution,
purchasing and administrative costs; increasing market share within either a
geographic or product market; and acquiring businesses that possess leading
brand name products.
Continued growth in revenues and earnings at the pace sought by the Company
will require continued success in completing major acquisitions and similar
expansion efforts, and then successfully integrating the acquired businesses
and operations into the Company. The identity, timing, frequency, terms and
other factors involved in the overall acquisition/expansion program, and those
relating to any particular major acquisition, will impact, positively or
negatively, the Company's success in achieving its financial and other goals.
Although certain factors in this regard will be beyond the Company's control,
its executive management team believes that the Company will have the
requisite significant opportunities, and the expertise, resources and
commitment to successfully act on an appropriate number of those
opportunities, to achieve its goals.
Employee Incentives. In addition, the Distributions and the Merger will
allow Tenneco's executive management team to develop incentive compensation
systems for employees that are more closely aligned with the operational
success of Tenneco Automotive and Tenneco Packaging.
Tenneco Automotive
Tenneco Automotive's primary goal is to enhance its leadership position in
the global automotive parts industry in which it is currently one of the
world's leading manufacturers of exhaust and ride control systems. Tenneco
Automotive intends to capitalize on certain significant existing and emerging
trends in the automotive industry, including (i) the consolidation and
globalization of the OEMs' supplier base, (ii) increased OEM outsourcing,
particularly of more complex components, assemblies, modules and complete
systems to sophisticated, independent suppliers and (iii) growth of emerging
markets for both original equipment and replacement markets. Key components of
Tenneco Automotive's strategy include: (a) capitalizing on brand-name
strength; (b) retaining and enhancing market shares; (c) continuing
development of high value-added products; (d) increasing ability to deliver
full-system capabilities (rather than merely component parts); (e) continuing
international expansion and strategic acquisitions; (f) maintaining operating
cost leadership; and (g) continuing focus on the customer.
Tenneco Packaging
Tenneco Packaging's primary goal is to maintain and enhance its position as
a leading specialty packaging company offering a broad line of products suited
to provide customers with the best packaging solutions.
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<PAGE>
Tenneco Packaging intends to capitalize on certain significant existing and
emerging trends in the packaging industry, including (i) increasing materials
substitution, (ii) changing fiber availability and (iii) global demand growth.
Key components of Tenneco Packaging's strategy include: (a) continued
development and growth of multi-material uses, broad product lines and
packaging offering customers enhanced functionality and value; (b) fiber
flexibility (primarily in the mix of virgin and recycled fiber sources); (c)
growth through domestic and international acquisitions and joint ventures; (d)
internal growth in base businesses; (e) reduction of sensitivity to changes in
economic cyclicality through the pursuit of specialty and other high value-
added product growth; and (f) maintenance of market leadership positions in
its primary business groups.
34
<PAGE>
FINANCING
The Company intends to enter into the Company Credit Facility in connection
with the Transaction, under which it is expected that a syndicate of banks
(the "Lenders") will commit to provide up to $1,750 million of financing to
the Company on an unsecured basis. It is expected that Morgan Guaranty Trust
Company of New York will arrange the Company Credit Facility and that The
Chase Manhattan Bank will act as agent for the Lenders. It is expected that
Bank of America Illinois will act as Documentation Agent. The Company Credit
Facility is expected to be a revolving credit facility, which will terminate
in November 2001, the proceeds of which will be used to effect the Debt
Realignment and for other general corporate purposes.
Initial borrowings under the Company Credit Facility are expected to occur
on or shortly before the Merger Effective Time. See "Unaudited Pro Forma
Combined Financial Information" for a description of the application of the
proceeds of such borrowings.
Borrowings under the Company Credit Facility are expected to bear interest
at a rate per annum equal to, at the Company's option, either (i) a rate
consisting of the higher of Morgan Guaranty Trust Company of New York's prime
rate or the federal funds rate plus 50 basis points; (ii) a rate of LIBOR plus
a margin determined pursuant to a pricing schedule; or (iii) a rate based on
money market rates pursuant to competitive bids by the Lenders.
It is expected that the Company Credit Facility will require that the
Company's ratio of total indebtedness to total indebtedness plus net worth not
exceed 70%. Failure to satisfy the foregoing minimum requirement will be a
prepayment event under the Company Credit Facility that will enable the
Lenders to refuse to loan funds to the Company and to require prepayment of
the indebtedness thereunder after a 30 day cure period.
It is also expected that the Company Credit Facility will impose
prohibitions or limitations on liens (other than agreed permitted liens),
subsidiary indebtedness and guarantee obligations, and dispositions of
substantially all of its assets, among others.
It is expected that the Company Credit Facility will contain certain default
provisions, including, among other things, (i) nonpayment of any amount due to
the Lenders under the Company Credit Facility, (ii) material breach of
representations and warranties, (iii) default in the performance of covenants
following a 30 day cure period, (iv) bankruptcy or insolvency, (v) cross-
default with respect to indebtedness for borrowed money and related guaranty
obligations in excess of $100 million in any one instance or $200 million of
aggregate indebtedness (but only aggregating any single item of indebtedness
of at least $20 million) and (vi) a judgment suffered by the Company in excess
of $100 million not covered by insurance and which judgment shall not have
been vacated, discharged, stayed or bonded pending appeal within 30 days.
Also in connection with the Debt Realignment, the Company will offer to
exchange up to $1,950 million of aggregate principal amount of Company Public
Debt for an equal amount of Tenneco Public Debt pursuant to the Debt Exchange
Offers. The Company Public Debt will have similar maturities, but higher
interest rates than the Tenneco Public Debt for which it is being exchanged.
Upon consummation of the Debt Exchange Offers, Tenneco will purchase (and
thereafter extinguish) the Tenneco Public Debt held by the Company, and the
Company will then distribute such proceeds as a dividend to Tenneco.
The following table sets forth the series of Tenneco Public Debt which will
be subject to the Debt Exchange Offers, and indicates the type and amount of
Company Public Debt to be issued to the holders of such Tenneco Public Debt
upon acceptance for exchange by the Company:
35
<PAGE>
<TABLE>
<CAPTION>
HOLDERS OF TENNECO
PUBLIC DEBT WILL
OUTSTANDING RECEIVE $1,000 OF
AGGREGATE FOR EACH $1,000 PRINCIPAL PRINCIPAL AMOUNT OF
PRINCIPAL AMOUNT OF THE FOLLOWING ISSUANCES THE FOLLOWING
AMOUNT OF TENNECO PUBLIC DEBT: COMPANY PUBLIC DEBT:
----------- ---------------------------------- ----------------------
<S> <C> <C>
[To be provided by amendment]
</TABLE>
See "The Industrial Distribution--Debt and Cash Realignment" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
36
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited historical capitalization of the
Company as of June 30, 1996, and unaudited pro forma capitalization as of June
30, 1996, after giving effect to the transactions described in the "Unaudited
Pro Forma Combined Financial Statements." The capitalization of the Company
should be read in conjunction with the Combined Financial Statements, and notes
thereto, the "Combined Selected Financial Data" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," each contained
elsewhere in this Information Statement.
<TABLE>
<CAPTION>
JUNE 30, 1996
---------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Allocated from Tenneco........................... $ 523(a) $ --
Other............................................ 7 13
------ ------
Total........................................... 530 13
------ ------
Long-term debt:
Allocated from Tenneco........................... 1,510(a) --
Company Public Debt.............................. -- 2,069(b)
Other............................................ 63 63
------ ------
1,573 2,132
------ ------
Minority interest................................. 301 301
------ ------
Common stock...................................... -- 2
Paid-in capital................................... -- 2,986
Retained earnings................................. -- --
Combined equity................................... 2,168 --
------ ------
Total equity.................................... 2,168 2,988
------ ------
Total capitalization.............................. $4,572 $5,434
====== ======
</TABLE>
- --------
(a) Includes debt allocated to the Company from Tenneco based on the portion of
Tenneco's investment in the Company which is deemed to be debt, generally
based on the portion of the Company's net assets to Tenneco's consolidated
net assets plus debt. Tenneco's historical practice has been generally 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. Management
believes that the historical allocation of corporate debt is reasonable;
however, it is not necessarily indicative of the Company's debt upon
completion of the Debt Realignment, nor debt that may be incurred by the
Company as a separate public entity.
(b) Represents the $1,950 million aggregate principal amount of Company Public
Debt assumed to be exchanged pursuant to the Debt Exchange Offers which
will be recorded based on the fair value of the Company Public Debt
(estimated to be $2,069 million) upon consummation of the Debt Exchange
Offers. At this time, the Company and Tenneco cannot determine the ultimate
amount of Tenneco Public Debt which will be exchanged by Tenneco Public
Debt holders into Company Public Debt pursuant to the Debt Exchange Offers,
and such amount could vary significantly. For purposes of the pro forma
capitalization, it is assumed that 100% of the Tenneco Public Debt subject
to the Debt Exchange Offers will be exchanged for Company Public Debt
pursuant to the Debt Exchange Offers.
37
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Balance Sheet of the Company as
of June 30, 1996 and the Unaudited Pro Forma Combined Statements of Income for
the six months ended June 30, 1996 and the year ended December 31, 1995 have
been prepared to reflect: (i) the acquisition of Clevite in July 1996 and the
acquisition of Amoco Foam Products in August 1996; (ii) the effect on the
Company of the Cash Realignment and Debt Realignment; (iii) the effect on the
Company of the Corporate Restructuring Transactions and other transactions
pursuant to the provisions of the Distribution Agreement and Merger Agreement;
and (iv) the issuance of Company Common Stock as part of the Industrial
Distribution. The "Combined Acquisitions" caption in the Unaudited Pro Forma
Combined Statement of Income for the year ended December 31, 1995 also
reflects the pro forma results of operations of Mobil Plastics prior to its
acquisition in November 1995.
The acquisitions of Clevite and Amoco Foam Products have been included in
the accompanying Unaudited Pro Forma Combined Financial Statements for the
respective periods under the caption "Combined Acquisitions." The Combined
Acquisitions have been accounted for under the purchase method of accounting.
As such, pro forma adjustments are reflected in the accompanying Unaudited Pro
Forma Combined Financial Statements to reflect a preliminary allocation of the
Company's purchase cost for the assets acquired and liabilities assumed as
well as additional depreciation and amortization resulting from the Company's
purchase cost.
The historical Combined Financial Statements reflect the financial position
and results of operations for the Industrial Business whose net assets will be
transferred to the Company pursuant to the Corporate Restructuring
Transactions and other transactions pursuant to the provisions of the
Distribution Agreement and Merger Agreement. 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 the Combined Financial Statements of the Company.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if such
transactions occurred on June 30, 1996; the Unaudited Pro Forma Combined
Statements of Income have been prepared as if such transactions occurred as of
January 1, 1995. The Unaudited Pro Forma Combined Financial Statements set
forth on the following pages are unaudited and not necessarily indicative of
the results that would have actually occurred if the transactions had been
consummated as of June 30, 1996, or January 1, 1995, or results which may be
attained in the future.
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. The
Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the Combined Financial Statements, and notes thereto, and the
pre-acquisition Combined Financial Statements of Mobil Plastics, and notes
thereto, included elsewhere in this Information Statement. The Clevite and
Amoco Foam Products acquisitions do not meet the Commission's criteria for
inclusion of separate historical financial statements.
38
<PAGE>
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
ACQUISITIONS TRANSACTION
COMPANY PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
---------- ----------- ----------- ------------ ----------- ---------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and temporary
cash investments..... $ 129 $ 2 $ $ 131 $ 36 (e) $ 205
38 (f)
Receivables........... 829 74 903 (113)(a) 1,044
182 (b)
(48)(c)
120 (d)
Inventories........... 820 46 6 (i) 872 872
Deferred income taxes. 28 28 28
Other current assets.. 196 8 204 (5)(c) 204
5 (e)
------ ---- ---------- ------ ------- ------
Total Current Assets. 2,002 130 6 2,138 215 2,353
------ ---- ---------- ------ ------- ------
Goodwill and
intangibles............ 965 384 (i) 1,349 1,349
Other Assets............ 808 9 817 9 (c) 836
10 (g)
Plant, property and
equipment, net......... 2,748 148 144 (i) 3,040 39 (c) 3,079
------ ---- ---------- ------ ------- ------
Total Assets......... $6,523 $287 $ 534 $7,344 $ 273 $7,617
====== ==== ========== ====== ======= ======
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt....... $ 530 $ $ 638 (i) $1,168 $(1,155)(g) $ 13
Payables.............. 622 28 650 (23)(a) 629
2 (b)
Other current
liabilities.......... 558 76 634 17 (c) 651
------ ---- ---------- ------ ------- ------
Total Current
Liabilities......... 1,710 104 638 2,452 (1,159) 1,293
------ ---- ---------- ------ ------- ------
Long-term debt.......... 1,573 1 1,574 558 (g) 2,132
Deferred income taxes... 451 (5)(i) 446 13 (b) 459
Deferred credits and
other liabilities...... 320 53 30 (i) 403 41 (e) 444
Minority interest....... 301 301 301
------ ---- ---------- ------ ------- ------
Total Liabilities..... 4,355 158 663 5,176 (547) 4,629
------ ---- ---------- ------ ------- ------
Equity:
Combined equity....... 2,168 129 (129)(i) 2,168 (90)(a) --
167 (b)
(22)(c)
120 (d)
38 (f)
607 (g)
(2,988)(h)
Common Stock.......... -- -- -- -- 2 (h) 2
Paid-in Capital....... -- -- -- -- 2,986 (h) 2,986
Retained Earnings..... -- -- -- -- -- (h) --
------ ---- ---------- ------ ------- ------
Total Liabilities
and Equity......... $6,523 $287 $ 534 $7,344 $ 273 $7,617
====== ==== ========== ====== ======= ======
</TABLE>
- --------
* Certain amounts have been reclassified to conform to the Company's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
39
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
ACQUISITIONS TRANSACTION
COMPANY PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
---------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating
Revenues............... $ 3,233 $272 $ $3,505 $ $3,505
Other Income, Net....... 71 -- 71 71
Costs and Expenses...... 2,890 232 9 (j) 3,131 3,131
------- ---- ------- ------ ------- -----------
Income Before Interest
Expense,
Income Taxes and
Minority
Interest............... 414 40 (9) 445 445
Interest Expense........ 100 12 7 (j) 119 (36)(k) 83
Income Tax Expense...... 126 8 (1)(j) 133 14 (k) 147
Minority Interest....... 10 10 10
------- ---- ------- ------ ------- -----------
Income from continuing
operations ............ $ 178 $ 20 $ (15) $ 183 $ 22 $ 205
======= ==== ======= ====== ======= ===========
Average number of common
shares outstanding..... 170,351,740
===========
Income from continuing
operations per share... $ 1.20
===========
EBITDA(1)............... $ 551 $ 603
======= ===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to the Company's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
40
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMBINED ACQUISITIONS
-----------------------
POST-
ACQUISITIONS TRANSACTION
COMPANY PRO FORMA PRO FORMA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS COMBINED
---------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales and Operating
Revenues............... $5,221 $2,035 $ $7,256 $ $7,256
Other Income, Net....... 39 6 45 45
Costs and Expenses...... 4,588 1,888 17 (j) 6,493 6,493
------ ------ ---- ------ -------- -----------
Income Before Interest
Expense,
Income Taxes and
Minority Interest...... 672 153 (17) 808 808
Interest Expense........ 160 126 5 (j) 291 (125)(k) 166
Income Tax Expense...... 231 19 (9)(j) 241 50 (k) 291
Minority Interest....... 23 -- 23 23
------ ------ ---- ------ -------- -----------
Income from continuing
operations ............ $ 258 $ 8 $(13) $ 253 $ 75 $ 328
====== ====== ==== ====== ======== ===========
Average number of common
shares outstanding..... 173,995,941
===========
Income from continuing
operations per share... $ 1.89
===========
EBITDA(1)............... $ 845 $ 1,023
====== ===========
</TABLE>
- --------
* Certain amounts have been reclassified to conform to the Company's
classification.
See the accompanying Notes to Unaudited Pro Forma Combined Financial
Statements.
41
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) To reflect the settlement or capitalization of intercompany accounts
receivable and payable with Tenneco affiliates pursuant to the Corporate
Restructuring Transactions.
(b) To reflect the acquisition by the Company of certain receivables from
Tenneco Credit Corporation, a Tenneco affiliate, in connection with the
Merger.
(c) To reflect the allocation between the Company, Newport News and Tenneco of
certain corporate assets and liabilities in connection with the Corporate
Restructuring Transactions, the Distributions and the Merger.
(d) To reflect a $120 million receivable from El Paso pursuant to the Merger
Agreement and Distribution Agreement for certain tax benefits to be
realized as a result of the Debt Realignment.
(e) To reflect the transfer to the Company of insurance liabilities and the
related portfolio of short-term cash investments and other assets
previously held by Eastern Insurance Company Limited, a Tenneco affiliate,
in connection with the Merger.
(f) To reflect the cash contribution from Tenneco to the Company pursuant to
the Cash Realignment provisions of the Distribution Agreement and Merger
Agreement.
(g) To reflect adjustments to the Company's indebtedness for the pre-
Distribution restructuring and refinancing of debt pursuant to the Debt
Realignment. If the Debt Realignment had been consummated on June 30, 1996,
on a pro forma basis, the Company would have had total long-term debt of
$2,132 million, and short-term debt of $13 million. The total pro forma
long-term debt includes $2,069 million of Company Public Debt ($1,950
million aggregate principal amount) assumed to be exchanged in the Debt
Exchange Offers, which will be recorded based on the fair values of the
Company Public Debt, and $63 million of long-term debt of Company
subsidiaries. At this time, the Company and Tenneco cannot determine the
ultimate amount of Tenneco Public Debt which will be exchanged by Tenneco
Public Debt holders into Company Public Debt pursuant to the Debt Exchange
Offers and such amount could vary significantly. For purposes of these pro
forma adjustments, it is assumed that 100% of the Tenneco Public Debt
subject to the Debt Exchange Offers will be exchanged for Company Public
Debt pursuant to the Debt Exchange Offers.
(h) To reflect the distribution of Company Common Stock to the holders of
Tenneco Common Stock at an exchange ratio of one share of Company Common
Stock for each share of Tenneco Common Stock.
(i) To reflect short-term debt issued to complete the Combined Acquisitions and
the preliminary allocation of purchase price to the assets acquired and
liabilities assumed related to the Combined Acquisitions. These purchase
accounting adjustments for Clevite and Amoco Foam Products are based on
preliminary estimates of fair values and will be adjusted when more
complete evaluations of fair values are received. The preliminary
allocations have been made solely for purposes of developing these
Unaudited Pro Forma Combined Financial Statements.
(j) To reflect additional depreciation and amortization related to the Combined
Acquisitions resulting from the Company's purchase accounting adjustments,
interest expense at an assumed rate of 5.90% on the debt issued to complete
the acquisitions, and the related tax effects, at an assumed effective tax
rate of 40%. The excess of the Company's purchase cost over the fair value
of assets acquired and liabilities assumed is amortized over 40 years for
Clevite and 30 years for Amoco Foam Products.
(k) To reflect the adjustment to interest expense, and related tax effect at an
assumed effective tax rate of 40%, from the changes in the debt of the
Company pursuant to the Debt Realignment as discussed in (g) above. For
purposes of this pro forma adjustment, the Company Public Debt are assumed
to bear interest at a weighted average annual effective interest rate of
7.5%. In addition, the pro forma adjustment to interest expense includes
commitment fees on the unused borrowing capacity of the Company Credit
Facility and amortization of deferred debt financing costs incurred in
connection with the Debt Exchange Offers and the Company Credit Facility. A
1/8% change in the assumed interest rates would change annual pro forma
interest expense by approximately $2.7 million, before the effect of income
taxes.
42
<PAGE>
(l) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the combined
historical or pro forma Statements of Income. In addition, EBITDA should
not be considered as an alternative to net income or operating income, as
an indicator of the operating performance of the Company or as an
alternative to operating cash flows as a measure of liquidity.
43
<PAGE>
COMBINED SELECTED FINANCIAL DATA
The following combined selected financial data as of December 31, 1995 and
1994 and for the years ended December 31, 1995, 1994 and 1993 were derived
from the audited Combined Financial Statements of the Company. The combined
selected financial data as of December 31, 1993, 1992 and 1991 and for the
years ended December 31, 1992 and 1991 are unaudited and were derived from the
accounting records of Tenneco. The combined selected financial data as of and
for each of the six-month periods ended June 30, 1996 and 1995 were derived
from the unaudited Combined Financial Statements of the Company. In the
opinion of the Company's management, the combined selected financial data of
the Company as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991, and as of and for the six months ended June 30,
1996 and 1995 include all adjusting entries (consisting only of normal
recurring adjustments) necessary to present fairly the information set forth
therein. The results of operations for the six months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Combined Financial Statements, and notes thereto, included
elsewhere in this Information Statement.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- -----------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
(MILLIONS) ------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA(B):
Net sales and operating
revenues from
continuing
operations--
Automotive............ $1,463 $1,263 $ 2,479 $1,989 $1,785 $1,763 $1,668
Packaging............. 1,775 1,318 2,752 2,184 2,042 2,078 1,934
Intergroup sales and
other................ (5) (4) (10) (7) (7) (5) (5)
------ ------ ------- ------ ------ ------ ------
Total................ $3,233 $2,577 $ 5,221 $4,166 $3,820 $3,836 $3,597
====== ====== ======= ====== ====== ====== ======
Income from continuing
operations before in-
terest
expense, income taxes
and minority inter-
est--
Automotive............ $ 163 $ 134 $ 240 $ 223 $ 222 $ 237 $ 188
Packaging............. 256 244 430 209 139 221 139
Other................. (5) -- 2 24 20 7 3
------ ------ ------- ------ ------ ------ ------
Total................ 414 378 672 456 381 465 330
Interest expense (net
of interest
capitalized).......... 100 74 160 104 101 102 111
Income tax expense..... 126 124 231 114 115 154 80
Minority interest...... 10 12 23 -- -- -- --
------ ------ ------- ------ ------ ------ ------
Income from continuing
operations............ 178 168 258 238 165 209 139
Loss from discontinued
operations, net of
income tax............ -- -- -- (31) (7) (7) (12)
Cumulative effect of
changes in accounting
principles,
net of income tax..... -- -- -- (7)(c) -- (99)(c) --
------ ------ ------- ------ ------ ------ ------
Net income............. $ 178 $ 168 $ 258 $ 200 $ 158 $ 103 $ 127
====== ====== ======= ====== ====== ====== ======
BALANCE SHEET DATA(B):
Total assets........... $6,523 $4,430 $ 6,117 $3,940 $3,029 $2,812 $2,792
Short-term debt(d) .... 530 205 384 108 94 182 758
Long-term debt(d) ..... 1,573 1,246 1,648 1,039 1,178 1,675 1,555
Minority interest...... 301 297 301 301 1 1 2
Combined equity........ 2,168 1,163 1,852 987 533 (87) (553)
STATEMENT OF CASH FLOWS
DATA(B):
Net cash provided
(used) by operating
activities............ $ 199 $ (9) $ 489 $ 571 $ 324 $ 121 $ 503
Net cash provided
(used) by investing
activities............ (340) (206) (2,041) (303) (152) (78) (237)
Net cash provided
(used) by financing
activities............ 169 (52) 1,297 50 (165) (41) (251)
Capital expenditures
for continuing
operations............ 263 179 562 280 217 159 202
OTHER DATA:
EBITDA(e).............. $ 551 $ 458 $ 845 $ 598 $ 518 $ 595 $ 463
</TABLE>
- -------
(a)For a discussion of the significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere in this
Information Statement.
(b) During 1995 and 1994, Tenneco Automotive and Tenneco Packaging each
completed several acquisitions, the most significant of which was Tenneco
Packaging's acquisition of Mobil Plastics for $1.3 billion in late 1995.
See Note 4 to the Combined Financial Statements, included elsewhere in
this Information Statement, for further information on the Company's
acquisitions.
(c) In 1994, the Company adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits". In 1992, the Company adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts include debt allocated to the Company from Tenneco
based on the portion of Tenneco's investment in the Company which is
deemed to be debt, generally based upon the ratio of the Company's net
assets to Tenneco consolidated net assets plus debt. 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. Management believes that the historical allocation of corporate
debt and interest expense is reasonable; however, it is not necessarily
indicative of the Company's debt upon completion of the Debt Realignment,
nor debt and interest that may be incurred by the Company as a separate
public entity. See the Combined Financial Statements, and notes thereto,
included elsewhere in this Information Statement.
(e) EBITDA represents income from continuing operations before interest
expense, income taxes and depreciation, depletion and amortization. EBITDA
is not a calculation based upon GAAP; however, the amounts included in the
EBITDA calculation are derived from amounts included in the combined
historical or pro forma Statements of Income. In addition, EBITDA should
not be considered as an alternative to net income or operating income, as
an indicator of the operating performance of the Company or as an
alternative to operating cash flows as a measure of liquidity.
44
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following review of the Company's financial condition and results of
operations should be read in conjunction with the Combined Financial
Statements of the Company, and notes thereto, presented on pages F-3 to F-27.
Reference is made to the "Basis of Presentation" section of Note 1 to such
Combined Financial Statements for the definition of the "Company" as utilized
herein.
PROPOSED MERGER WITH EL PASO
In the first quarter of 1996, Tenneco announced its intention to focus
Tenneco on its automotive parts and packaging businesses. This strategic
action included the spin-off of the Shipbuilding Business to the holders of
Tenneco Common Stock and the development of options to separate the Energy
Business from the Industrial Business. On June 19, 1996, Tenneco announced
that it signed a definitive agreement to merge a subsidiary of El Paso into
Tenneco. Prior to the Merger, Tenneco will effect the Industrial Distribution
and the Shipbuilding Distribution.
The Merger represents a total value for Tenneco stockholders of
approximately $4 billion which includes:
. New shares of El Paso equity valued at approximately $750 million
(subject to the effect of a collar on the market price of El Paso Common
Stock issuable in connection with the Merger).
. Assumption by El Paso of $2.65 billion (subject to certain adjustments)
of Tenneco Energy Consolidated Debt and Tenneco Junior Preferred Stock.
. Other payments and certain liability retentions by El Paso which El Paso
estimated at an aggregate of approximately $600 million.
Consequently, after the Transaction is consummated, current holders of
Tenneco Common Stock will hold shares of Newport News, the Company (to be
renamed Tenneco Inc.) and El Paso. The Company would then consist of two
industrial manufacturing businesses, Tenneco Packaging and Tenneco Automotive,
both of which reported record earnings and revenues in 1995, and TBS, the
Company's administrative services unit.
. Tenneco Automotive is one of the world's leading manufacturers of
automotive exhaust and ride control systems for both the original
equipment market and the replacement market, or aftermarket. Tenneco
Automotive is a global business that sells its products in over 100
countries. Tenneco Automotive manufactures and markets its automotive
exhaust systems primarily under the Walker(R) brand name and its ride
control systems primarily under the Monroe(R) brand name.
. Tenneco Packaging is among the world's leading and most diversified
packaging companies, manufacturing packaging products for consumer,
institutional and industrial markets. The paperboard business group
manufactures corrugated containers, folding cartons and containerboard,
has a joint venture in recycled paperboard, and offers high value-added
products such as enhanced graphics packaging and displays and kraft
honeycomb products. Its specialty products group produces disposable
aluminum, foam and clear plastic food containers, molded fiber and
pressed paperboard products, as well as polyethylene bags and industrial
stretch wrap. Tenneco Packaging's consumer products include such
recognized brand names as Hefty(R), Baggies(R) and E-Z Foil(R).
. TBS designs, implements and administers shared administrative service
programs for the Tenneco businesses as well as, on an "as requested"
basis, for former Tenneco business entities.
The consummation of the Transaction is conditioned upon approval thereof by
Tenneco stockholders and receipt of a favorable ruling by the IRS that the
spin-offs of Newport News and New Tenneco will be tax-free for federal income
tax purposes to Tenneco and its stockholders. The consummation of the
Transaction is also subject to the satisfaction or waiver of a number of other
conditions as described under "The Industrial Distribution--Conditions to
Consummation of the Industrial Distribution."
45
<PAGE>
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
1996 STRATEGIC ACTIONS
In the second quarter of 1996, the Company continued its strategy to
redeploy capital to faster-growing, more profitable and less cyclical business
operations. In June, Tenneco Packaging and Caraustar Industries ("Caraustar")
entered into an agreement to jointly operate clay-coated recycled paperboard
mills in Rittman, Ohio and Tama, Iowa and a recovered fiber recycling and
brokerage business with operations in Rittman and Cleveland, Ohio. Tenneco
Packaging sold these assets to the joint venture for cash and an equity
ownership position in the new venture. This strategic action resulted in a
pre-tax gain of $50 million.
In addition, the Company initiated several other strategic actions:
. In early 1996, Tenneco Automotive acquired two ride control companies,
National Springs, the largest manufacturer of automotive coil and leaf
springs in Australia and New Zealand, and ATESO s.a., one of the largest
automotive equipment manufacturing groups in the Czech Republic, for an
aggregate of $31 million.
. In July 1996, Tenneco Automotive acquired Clevite for approximately $330
million. Clevite is a leading North American original equipment
manufacturer of automotive vibration control components, including
bushings and engine mounts for the auto, light truck and heavy truck
markets. Clevite will be integrated into Monroe to form an operation with
the ability to design, manufacture, test and sell a complete automotive
suspension system.
. In June 1996, Tenneco Packaging announced that it had reached an
agreement to acquire the stock of Amoco Foam Products for $310 million.
Amoco Foam Products manufactures expanded polystyrene tableware,
including cups, plates and carrying trays; hinged-lid food containers;
packaging trays, primarily for meat and poultry and industrial products
for residential and commercial construction applications. The transaction
closed in August 1996.
. In August 1996, Tenneco Automotive acquired Luis Minuzzi e Hijos
("Minuzzi"), an Argentinian exhaust system manufacturer. The acquisition
will establish Walker's presence in the rapidly growing Argentinean and
South American automobile markets.
RESULTS OF OPERATIONS--SIX MONTHS ENDED JUNE 30, 1996 AND 1995
The Company's income from continuing operations for the 1996 first half of
$178 million improved by six percent compared with $168 million in the first
half of 1995 due to improved results from both Tenneco Packaging (which
included the $50 million pre-tax gain on the sale of two recycled paperboard
mills and a recovered fiber recycling and brokerage business to a joint
venture) and Tenneco Automotive, all of which are discussed below.
NET SALES AND OPERATING REVENUES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30,
--------------
1996 1995
------ ------
(MILLIONS)
<S> <C> <C>
Tenneco Automotive........................................ $1,463 $1,263
Tenneco Packaging......................................... 1,775 1,318
Intergroup sales and other................................ (5) (4)
------ ------
$3,233 $2,577
====== ======
</TABLE>
The Company's revenues for the first six months of 1996 increased $656
million or 25 percent, and benefited from higher sales volumes in the
automotive business along with revenues from recent acquisitions. The results
of each business group are discussed in detail below.
46
<PAGE>
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES AND MINORITY INTEREST (OPERATING
INCOME)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30,
--------------
1996 1995
------ ------
(MILLIONS)
<S> <C> <C>
Tenneco Automotive......................................... $ 163 $ 134
Tenneco Packaging.......................................... 256 244
Other...................................................... (5) --
------ ------
$ 414 $ 378
====== ======
</TABLE>
The Company's operating income for the first half of 1996 increased by $36
million compared with the 1995 period. Tenneco Automotive benefited from
improved results in both the exhaust and ride control operations. Also,
Tenneco Packaging recognized a gain from the sale of the recycled paperboard
mills to a joint venture of $50 million in the Company's 1996 second quarter.
The results of each segment are discussed in detail below.
TENNECO AUTOMOTIVE
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30,
-------------
1996 1995
------ ------
(MILLIONS)
<S> <C> <C>
Revenues.................................................... $1,463 $1,263
Operating income............................................ 163 134
</TABLE>
Tenneco Automotive's revenues increased in both the exhaust and ride control
operations. Revenues for exhaust increased 16 percent to $847 million. North
American and European original equipment volumes were up, contributing $84
million in additional revenues, driven by a record number of new product
launches and new vehicle production. Exhaust aftermarket volumes also
increased primarily due to the third quarter 1995 acquisition of Manufacturas
Fonos, S.L. ("Fonos"). Fonos added $22 million in revenues in the first half
of 1996.
Ride control reported an increase in revenues of $83 million or 16 percent.
Ride control's North American aftermarket revenues increased 13 percent as a
result of new customers and consumer response to aggressive marketing
programs. The European original equipment revenues improved $25 million driven
by new vehicle production. Revenues in Australia increased $10 million as a
result of the 1996 acquisition of National Springs.
Exhaust's operating income for the 1996 first half improved 30 percent to
$74 million primarily due to increased volumes, which contributed $10 million,
and improved manufacturing efficiencies. Ride control's operating income
increase of $12 million was due primarily to higher sales volumes and product
mix.
OUTLOOK
Tenneco Automotive's aggressive acquisition and business initiative strategy
is helping it to maintain its market leadership positions around the world.
The Company has committed substantial resources to improve and expand
production capacity, expand existing businesses and enter new markets in order
to serve its customers throughout the world. During the first half of 1996,
Tenneco Automotive announced an exhaust system joint venture in China and the
acquisition of Clevite. The Clevite acquisition is expected to produce
positive results immediately, impacting the second half of 1996. In addition,
Tenneco Automotive continues to develop business opportunities in emerging
markets such as China, India, Eastern Europe, and Latin America. Tenneco
Automotive expects the North American aftermarket to remain at 1995 activity
levels for the remainder of 1996. Original equipment volumes are expected to
increase as a result of the high level of new product launches undertaken in
1995 and early 1996 and continued interest by original equipment customers in
hydroforming technology. The Company believes it is well positioned to respond
to the many changes currently underway in the original equipment market.
47
<PAGE>
TENNECO PACKAGING
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
30,
-------------
1996 1995
------ ------
(MILLIONS)
<S> <C> <C>
Revenues.................................................... $1,775 $1,318
Operating income............................................ 256 244
</TABLE>
Tenneco Packaging's operating income was $256 million in the first half of
1996 compared with $244 million in the prior year period. The results for the
1996 first half included a $50 million pre-tax gain on the sale of two
recycled paperboard mills and a recovered fiber recycling and brokerage
business to a new joint venture between Tenneco Packaging and Caraustar. The
results were also driven by a strong performance from its plastics business.
The recently acquired plastics business contributed $73 million in operating
income on revenues of $516 million for the first half of 1996.
In Tenneco Packaging's paperboard business, revenues were down $75 million
to $903 million compared with the 1995 first half. Operating income in the
paperboard business declined $107 million to $98 million compared with the
1995 first half, excluding the 1996 second quarter $50 million pre-tax gain on
the sale of assets to the joint venture with Caraustar. 1995 acquisitions
contributed $89 million to revenues and $5 million to operating income in
1996. Excluding acquisitions, lower volume and price realization resulted in
$157 million in lower revenues and $100 million in lower operating income for
the paperboard business. The 1996 operating income was also reduced by a $14
million cost related to downtime at mills taken to match inventories to market
demand. In addition, the first half of 1995 included a $14 million gain on the
sale of a mill in North Carolina.
Revenues in Tenneco Packaging's specialty packaging business increased $532
million to $872 million compared with the 1995 first half, primarily as a
result of the recently acquired plastics business which provided $516 million
of this improvement.
The specialty packaging business earned $108 million in operating income for
the 1996 first half, an $83 million increase compared with the 1995 first half
results. Operating income from the plastics business acquired in November 1995
contributed $73 million of this increase. The plastics, aluminum and molded
fiber units also continued to improve due to lower raw material cost of
aluminum and lower operating cost as a result of productivity improvements.
Plastics volumes improved 5 percent for the first half of 1996 and demand
continued to be strong.
OUTLOOK
Tenneco Packaging anticipates strong revenue growth in the second half of
1996 in the specialty packaging unit. Tenneco Packaging will continue to make
strong progress in lessening the effects on it of cyclicality in the
paperboard industry as shown in the first half of 1996. The Amoco Foam
Products acquisition, which was finalized in the third quarter, will be
beneficial to building the specialty packaging product lines. In addition,
Tenneco Packaging continues to achieve productivity improvements, to
streamline manufacturing, and to obtain benefits from the recent restructuring
in the molded fiber and aluminum product operations.
OTHER
The Company's other operations reported an operating loss of $5 million
during the first half of 1996 compared with breakeven in the 1995 first half.
This decrease in operating income resulted from decreased interest income
resulting from lower cash investments.
INTEREST EXPENSE (NET OF INTEREST CAPITALIZED)
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 has been
48
<PAGE>
allocated to the Company based on the portion of Tenneco's investment in the
Company which is deemed to be debt, generally based upon the ratio of the
Company'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 7.7 percent, 8.3 percent and 7.4 percent for 1995,
1994 and 1993, respectively. Although interest expense, and the related tax
effects, have been allocated to the Company for financial reporting on a
historical basis, the Company 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 the Company's combined equity. Although
management believes that the historical allocation of corporate debt and
interest is reasonable, it is not necessarily indicative of the Company's debt
upon completion of the Debt Realignment nor debt and interest that may be
incurred by the Company as a separate public company. For additional
information, see "The Industrial Distribution--Debt and Cash Realignment."
Interest expense increased from $74 million in the 1995 first half to $100
million in the 1996 first half. The increase was primarily attributable to
higher levels of allocated corporate debt. Interest capitalized was $5 million
for the 1996 first half compared with $1 million for the prior year period.
INCOME TAXES
Income tax expense for the first half of 1996 was $126 million compared with
$124 million for the 1995 first half. The effective tax rate for the first
half of 1996 was 40 percent compared with 41 percent in the prior year first
half.
In connection with the Industrial Distribution, the current tax sharing
agreement will be cancelled and the Company will enter into a tax sharing
agreement with Tenneco, Newport News and El Paso. 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 Distributions. Generally, the Company will be liable for taxes imposed on
the Company and its affiliates engaged in the automotive and packaging
businesses. Federal income taxes imposed on the combined activities of the
consolidated group will be allocated among the Company, Tenneco and Newport
News according to their respective share of consolidated taxable income.
CHANGE IN ACCOUNTING PRINCIPLES
The Company adopted FAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of," in the first
quarter of 1996. FAS No. 121 establishes new accounting standards for
measuring the impairment of long-lived assets. The adoption of the new
standard did not have a material effect on the Company's financial position or
results of operations.
In June 1996, the Financial Accounting Standards Board issued FAS No. 125
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which establishes new accounting and
reporting standards for transfers and servicing of financial assets and
extinguishment of liabilities. The statement is effective for transactions
occurring after December 31, 1996. The impact of the new standard has not been
determined.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
CASH PROVIDED (USED) BY: 1996 1995
------------------------ -------- --------
(MILLIONS)
<S> <C> <C>
Operating activities................................ $ 199 $ (9)
Investing activities................................ (340) (206)
Financing activities................................ 169 (52)
</TABLE>
49
<PAGE>
The Company's operating results, combined with proceeds from sales of assets
and businesses, contributions from Tenneco and short-term borrowings, have
provided funds for acquisitions and capital investments in existing
businesses.
Operating Activities
Operating cash flow for the first six months of 1996 increased due to higher
income from operations and improvements in working capital. Working capital
improved $147 million compared with the 1995 first half primarily due to lower
inventories and the Company's working capital initiatives. Inventories dropped
as a result of downtime taken at the mills to keep inventories in line and
higher exhaust and ride control revenues driven by new vehicle production.
Investing Activities
The Company invested $263 million in capital expenditures in its existing
businesses during the first half of 1996. Capital expenditures during the
first six months of 1996 included $84 million for Tenneco Automotive, $155
million for Tenneco Packaging and $24 million related to the Company's other
operations. For Tenneco Packaging, these expenditures related to the paper
machine upgrade at the Counce, Tennessee mill and the expansion of specialty
packaging facilities. Capital expenditures were $179 million for continuing
operations during the first half of 1995.
Financing Activities
Cash provided by financing activities was $169 million during the first six
months of 1996, compared with cash used by financing activities of $52 million
for the same period in the previous year. The Company had a net decrease in
short-term debt of $23 million in the first six months of 1996 compared to $2
million for the same period in 1995. The Company also received $200 million in
cash contributions from Tenneco in the first six months of 1996 compared to a
$39 million cash contribution to Tenneco in the first six months of 1995. See
"Liquidity" below for further discussion of cash contributions to and from
Tenneco.
CAPITALIZATION
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
(MILLIONS)
<S> <C> <C>
Short-term debt and current maturities.................... $ 530 $ 384
Long-term debt............................................ 1,573 1,648
Minority interest......................................... 301 301
Combined equity........................................... 2,168 1,852
------ ------
Total capitalization...................................... $4,572 $4,185
====== ======
</TABLE>
Debt increased $71 million at June 30, 1996 compared with December 31, 1995
primarily due to higher levels of allocated debt. For additional information
on corporate debt allocation, see "Interest Expense (net of interest
capitalized)" above.
OTHER
The increase in the Company's plant, property and equipment and receivables
balances at June 30, 1996 when compared to December 31, 1995 is the result of
the acquisitions of ATESO and National Springs by Tenneco Automotive and
capital expenditures in the first half of 1996, as well as an increase in
receivables due to higher sales revenues from those acquisitions in the first
half of 1996.
LIQUIDITY
Historically, the Company'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 the Company's cash
50
<PAGE>
requirements have been in excess of cash flows from operations, Tenneco has
utilized its consolidated credit facilities to fund the Company's obligations.
Also, depending on market and other conditions, the Company has utilized
external sources of capital to meet specific funding requirements. Management
of the Company believes that cash flows from operations will generally be
sufficient to meet future capital requirements. However, during 1995, the
Company received on a net basis $1.3 billion from Tenneco primarily to fund
its strategic acquisitions discussed below.
Prior to the Transaction as discussed under the caption "Proposed Merger
with El Paso," Tenneco intends to initiate a realignment of its existing
indebtedness. As part of the Debt Realignment, certain Company Public Debt
will be offered in exchange for certain issues of Tenneco Public Debt. Tenneco
will initiate tender offers for other Tenneco Public Debt, and certain debt
issues may be defeased. These tender offers and defeasances will be financed
by a combination of new lines of credit of Tenneco, the Company (which may
declare and pay a dividend to Tenneco, as discussed below) and Newport News
(which will declare and pay a dividend of approximately $600 million to
Tenneco). Upon completion of the Debt Realignment, Tenneco will have
responsibility for $2.65 billion of debt and preferred stock, subject to
certain adjustments, Newport News will have responsibility for the borrowings
under its credit lines and the Company will have responsibility for any
remaining Tenneco Energy Consolidated Debt.
The Company will enter into the Company Credit Facility, a portion of which
may be borrowed by the Company and distributed to Tenneco as a dividend for
use by Tenneco in retiring certain of the Tenneco Energy Consolidated Debt.
The remainder of the Company Credit Facility, along with cash flows from
operations, will be available by the Company to fund its future financing
needs including working capital and possible acquisitions.
For additional information, see "The Industrial Distribution--Debt and Cash
Realignment" and "Financing."
ENVIRONMENTAL MATTERS
The Company and certain 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 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' cleanup experience and data released by the United States
Environmental Protection Agency ("EPA") or other organizations. These
estimated liabilities are subject to revision in future periods based on
actual costs or new circumstances. These liabilities are included in the
balance sheet at their undiscounted amounts. Recoveries are evaluated
separately from the liability and, when recovery is assured, are recorded and
reported separately from the associated liability in the financial statements.
At July 1, 1996, the Company had been designated as a potentially
responsible party in 13 "Superfund" sites. With respect to its pro rata share
of the remediation costs of certain of these sites, the Company is fully
indemnified by third parties. With respect to certain other of these sites,
the Company has sought to resolve its liability through settlements which
provide for payments of the Company's allocable share of the remediation
costs. For the remaining sites, the Company has estimated its share of the
remediation costs to be between $3 million and $23 million or .003 percent to
.020 percent of the total remediation costs for those sites and has provided
reserves it believes are adequate for such costs. Because the clean-up costs
are estimates and are subject to revision as more information becomes
available about the extent of remediation required, the Company's estimate of
its share of remediation costs could change. Moreover, liability under the
Comprehensive Environmental Response, Compensation and Liability Act is joint
and several, meaning that the Company could
51
<PAGE>
be required to pay in excess of its pro rata share of remediation costs. The
Company's understanding of the financial strength of other potentially
responsible parties has been considered, where appropriate, in the Company's
determination of its estimated liability. The Company believes that the costs
associated with its current status as a potentially responsible party in the
Superfund or other waste disposal sites referenced above will not be material
to its financial position or results of operations.
RESULTS OF OPERATIONS FOR THE YEARS 1995, 1994 AND 1993
1995 STRATEGIC ACTIONS
The Company acquired or announced intentions to acquire several new
businesses during 1995, as part of its strategy to redeploy capital to less
cyclical, higher-growth businesses, including:
. On November 17, 1995 Tenneco Packaging acquired Mobil Plastics, which is
one of the largest North American producers of polyethylene and
polystyrene packaging, for $1.3 billion. Its consumer products are
marketed under the Hefty(R), Kordite(R), Baggies(R) and Hefty OneZip(TM)
brand names. The acquired plastics business is also a leader in
polystyrene foam packaging, thermoformed polystyrene packaging and
polyethylene film products for food service and industrial consumers. In
addition to this acquisition, during 1995 Tenneco Packaging acquired two
plastics packaging operations in the United Kingdom for an aggregate of
$25 million, making Tenneco Packaging a leading supplier of single-use,
thermoformed plastic packaging in that market.
. During 1995 Tenneco Packaging also completed eight acquisitions in the
paperboard packaging business for an aggregate of $171 million in cash,
notes and Tenneco Common Stock. Four of these acquisitions are in
enhanced graphics which helps reduce sensitivity to raw material prices
and offers greater opportunities to add value. Tenneco Packaging also
acquired Hexacomb Corporation ("Hexacomb"), one of the world's largest
suppliers of paper honeycomb products, for $58 million. These
acquisitions present many opportunities for internal and external
synergies.
. During 1995 Tenneco Automotive acquired an exhaust company in Spain and a
catalytic converter company in the United States for an aggregate of $40
million and entered into two ride control joint ventures in India and
China for an aggregate of $14 million.
RESULTS OF OPERATIONS--YEARS 1995 AND 1994
The Company's income from continuing operations in 1995 of $258 million
increased by 8 percent compared with $238 million in 1994 due to improved
results from both Tenneco Packaging and Tenneco Automotive, as discussed
below.
In 1994, the Company recorded a loss of $31 million from the discontinued
operations of Tenneco Automotive's brakes operations. Also, 1994 results
included a charge of $7 million for the adoption of a new accounting
principle, FAS No. 112, "Employers' Accounting for Postemployment Benefits."
No similar costs were incurred in 1995.
NET SALES AND OPERATING REVENUES
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Tenneco Automotive........................................ $2,479 $1,989
Tenneco Packaging......................................... 2,752 2,184
Intergroup sales and other................................ (10) (7)
------ ------
$5,221 $4,166
====== ======
</TABLE>
52
<PAGE>
The Company's 1995 revenues increased $1,055 million, or 25 percent and
benefited from strong market conditions in its automotive and packaging
businesses along with revenues from acquisitions made in late 1994 and 1995.
The results of each segment are discussed in detail below.
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES AND MINORITY INTEREST (OPERATING
INCOME)
<TABLE>
<CAPTION>
1995 1994
----- -----
(MILLIONS)
<S> <C> <C>
Tenneco Automotive............................................ $ 240 $ 223
Tenneco Packaging............................................. 430 209
Other......................................................... 2 24
----- -----
$672 $ 456
===== =====
</TABLE>
The Company's 1995 operating income increased by $216 million, or 47 percent
compared with 1994. Tenneco Packaging benefited from favorable market
conditions in the packaging industry and Tenneco Automotive improved as
European original equipment and aftermarkets both performed well. The results
of each segment are discussed in detail below.
Significant transactions affecting the comparability of operating income
between 1995 and 1994 are:
. Pre-tax gains on sales of assets and businesses of $15 million in 1995
(primarily a mill in North Carolina) compared with gains of $5 million in
1994.
. Reserves established in 1995 of $30 million for restructuring at Tenneco
Packaging's molded fiber and aluminum foil packaging operations.
. Charges in 1994 of $22 million at Tenneco Automotive for a plant closing
in Ohio and consolidations in Europe associated with the acquisition of
Heinrich Gillet GmbH & Company ("Gillet"), the German exhaust
manufacturer.
TENNECO AUTOMOTIVE
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Revenues....................................................... $2,479 $1,989
Operating income............................................... $ 240 $ 223
</TABLE>
Revenues from Tenneco Automotive's exhaust operations increased during 1995
by $392 million to $1,466 million. Eighty-eight percent, or $346 million of
this increase resulted from revenues at Gillet. European original equipment
volumes were up significantly in 1995 where Gillet is the leading original
equipment manufacturer of exhaust components. European exhaust business
revenues were also stronger in the aftermarket. Of the 23% increase in
European aftermarket revenues, $14 million resulted from volume increases and
$10 million from the acquisition of Fonos while positive foreign exchange rate
movements contributed $28 million. North American exhaust revenues declined
slightly in 1995. The 7 percent decrease in the North American aftermarket was
caused by an unusually mild winter in the northeast and midwest which slowed
automotive parts replacement rates. In addition, the U.S. automakers'
continued migration toward stainless steel exhaust systems has negatively
impacted North American aftermarket revenues. The aftermarket decrease was
partially offset by increased original equipment unit volumes, resulting in a
$15 million increase in revenues, due to increased demand for light truck and
sport-utility vehicle exhaust systems.
Operating income for the exhaust operations increased during 1995 by $14
million to $114 million. The 1994 operating income included a $5 million
charge recorded for a plant closing and a $17 million charge related to plant
consolidations as part of the Gillet acquisition. The Gillet operations
contributed $16 million to operating income in 1995. The remainder of the
operating income change in 1995 is due primarily to a high level of costs
related to new product launches. Tenneco Automotive's exhaust business
launched 50 products for 1996 model year vehicles in 1995, more than twice the
normal levels which adversely affected 1995 earnings. In connection with the
new product launches, Tenneco Automotive incurred additional costs of $10
million in 1995 including
53
<PAGE>
those related to a new process, hydroforming. Hydroforming is a liquid, high-
pressure process for bending and shaping metal parts in ways not feasible
using traditional manufacturing technology.
Revenues from Tenneco Automotive's ride control operations increased during
1995 by $98 million to $1,013 million. Fifty-seven percent or $56 million of
this increase resulted from increased original equipment volumes in North
America and Europe. Original equipment volumes increased due to higher demand
for light truck and sport-utility vehicles in North America and improved
economic conditions in Europe. An increase in aftermarket revenues in Europe
more than offset the decrease in North American aftermarket revenues which
declined due to the overall decline in the North American aftermarket.
Operating income for the ride control operations increased in 1995 by $3
million to $126 million. The increased revenues in 1995 did not result in
higher operating income primarily due to increased costs associated with the
large number of new product launches for 1996 model year vehicles. These 18
launches, a significant increase over 1994 launches, adversely affected 1995
earnings.
Tenneco Automotive's margins decreased to 9.7 percent from 11.2 percent in
1994. North American margins decreased to 10.2 percent in 1995 compared with
12.1 percent in 1994 due to higher costs related to new product launches and
lower North American aftermarket sales volumes. European operations margins
improved to 8.1 percent from 7.8 percent as a result of improved economic
conditions in Europe and higher earnings associated with the Gillet
acquisition.
TENNECO PACKAGING
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Revenues....................................................... $2,752 $2,184
Operating income............................................... $ 430 $ 209
</TABLE>
Tenneco Packaging's paperboard operations experienced excellent results
during 1995. Revenues were up $399 million to $1,928 million in 1995,
primarily as a result of strong pricing improvements in linerboard prices
during 1995 that began in late 1994 and continued to drive the paperboard
business until the end of 1995. As a result of the move into higher margin
graphics and specialty corrugated segments, Tenneco Packaging realized higher
revenues on comparable volumes. In addition, strong industry demand for
linerboard and corrugated products served to substantially increase prices for
those products in 1995 and contributed to record revenues.
Operating income in the paperboard operations improved by $260 million to
$399 million in 1995. This improvement includes the 1995 pre-tax gain of $14
million on the sale of a recycled medium mill in North Carolina. Effective mix
management allowed Tenneco Packaging to absorb rapidly rising raw material
prices for corrugated products while posting increased margins. Additionally,
Tenneco Packaging continued to post new productivity gains, especially in the
operation of its containerboard mills, resulting in record operating margins
in 1995.
Revenues in Tenneco Packaging's specialty packaging operations increased by
$169 million to $824 million during 1995. Revenues of $106 million from the
recently acquired plastics business (November 1995) are included in the
results of the specialty packaging business. The remainder of the revenue
increase over 1994 resulted from price realizations in the aluminum product
line.
The specialty packaging business earned $31 million in operating income in
1995, a $39 million decrease compared with 1994 results. Specialty packaging
recorded a restructuring charge of $30 million in 1995 for its molded fiber
and aluminum foil packaging operations and recognized income from the recently
acquired plastics business of $15 million. Excluding these two items, the
decline in operating income for specialty packaging resulted from 20 percent
raw material cost increases that more than offset the positive effects of the
pricing increases initiated during the year. The major contributors to the raw
material cost increases were higher prices for polystyrene, aluminum and old
newspaper. However, these prices declined during the second half of the year.
54
<PAGE>
OTHER
The Company's other operations reported operating income of $2 million
during 1995. During 1994, other operations reported operating income of $24
million. This decrease in operating income resulted from lower interest income
on temporary cash investments.
INTEREST EXPENSE (NET OF INTEREST CAPITALIZED)
The Company's interest expense in 1995 was $160 million compared with $104
million in 1994. The higher interest expense in 1995 compared to 1994 is
principally due to higher levels of allocated corporate debt. Interest
capitalized was $5 million in 1995 compared with $2 million in 1994 due to
higher levels of capital spending in 1995. For a discussion of the historical
allocation of indebtedness of Tenneco and its subsidiaries, see "Results of
Operations--Six Months Ended June 30, 1996 and 1995--Interest Expense (Net of
Interest Capitalized)."
MINORITY INTEREST
Minority interest of $23 million in 1995 related to dividends on preferred
stock of a U.S. subsidiary which was issued in December 1994.
INCOME TAXES
Income tax expense for 1995 was $231 million compared with $114 million in
1994. The Company's effective tax rate was 45 percent in 1995, compared with
32 percent in 1994.
The increased tax expense in 1995 was primarily from higher pre-tax income
and higher foreign tax expense. In 1994, the Company recorded tax benefits
from the realization of deferred tax assets resulting from consolidation of
the Company's German operations.
DISCONTINUED OPERATIONS
Loss from discontinued operations in 1994 of $31 million, net of income tax
benefit of $20 million, resulted from the sale of Tenneco Automotive's brakes
business. The loss on the sale of the brakes business was $26 million, net of
income tax benefit of $15 million. Net loss in 1994 from the brakes operations
was $5 million, net of income tax benefit of $5 million.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits," using the cumulative catch-up method.
It requires employers to account for postemployment benefits for former or
inactive employees after employment but before retirement on the accrual basis
rather than the "pay-as-you-go" basis. As a result of adopting this statement,
an after-tax charge of $7 million was recorded in 1994.
In October 1995, the Financial Accounting Standards Board issued FAS No.
123, "Accounting for Stock-Based Compensation." This statement defines a fair
value based method of accounting for stock issued to employees and others but
also allows companies to choose to continue to measure compensation cost for
such plans as it is measured currently. The Company has elected to continue to
use the current method of accounting for stock issued to employees.
Consequently, FAS No. 123 will have no impact on the Company's consolidated
financial position or results of operations.
55
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
<TABLE>
<CAPTION>
CASH PROVIDED (USED) BY: 1995 1994
------------------------ ------ ----
(MILLIONS)
<S> <C> <C>
Operating activities...................................... $ 489 $571
Investing activities...................................... (2,041) (303)
Financing activities...................................... 1,297 50
</TABLE>
The Company's operating results, combined with proceeds from sales of assets
and businesses, and supplemented by contributions from Tenneco, have provided
funds for acquisitions and capital investments in existing businesses.
Operating Activities
Operating cash flow for 1995 declined compared with 1994 primarily due to
the build up of paperboard inventories at Tenneco Packaging as a result of a
planned mill shut-down in Counce, Tennessee in early 1996 and a net increase
in other working capital balances.
Investing Activities
Cash used for business acquisitions during 1995 totaled approximately $1.5
billion. The largest single transaction was the acquisition of Mobil Plastics
by Tenneco Packaging for $1.3 billion, which was financed by a cash
contribution from Tenneco. Also, Tenneco Packaging and Tenneco Automotive made
other key acquisitions during the year. Further, the Company invested $562
million in capital expenditures in its existing businesses during the year.
Capital expenditures during the year included $208 million for Tenneco
Automotive, $316 million for Tenneco Packaging and $38 million related to the
Company's other operations. For Tenneco Packaging, these expenditures included
$60 million for a paper machine addition at the Counce, Tennessee mill as well
as $33 million for a new container plant in Salt Lake City, Utah. Tenneco
Automotive's capital spending included $22 million related to new product
launches in plants related to Gillet, which Tenneco Automotive acquired in
1994 for $44 million, and $24 million for expanding a key exhaust plant and
distribution center. Capital expenditures increased in 1995 compared with the
prior year in all businesses. Net proceeds from sales of businesses and assets
during 1995 were $56 million, which included the $30 million proceeds from the
sale of a mill in North Carolina.
Financing Activities
Cash flows from financing activities was $1.3 billion in 1995 and primarily
included a $1.3 billion cash contribution from Tenneco for the acquisition of
Mobil Plastics in November 1995. Cash provided from financing activities
during 1994 was $50 million. In December 1994 Tenneco sold a 25 percent
preferred stock interest in a subsidiary which resulted in net cash proceeds
of $293 million. This was included in the balance sheet as minority interest
at December 31, 1994. Furthermore, in 1994 the Company had a net decrease in
short- term debt of $94 million and retired $152 million of long-term debt.
See "Results of Operations--Six Months Ended June 30, 1996 and 1995--
Liquidity" for further discussion of cash contributions to and from Tenneco.
CAPITALIZATION
<TABLE>
<CAPTION>
1995 1994
------ ------
(MILLIONS)
<S> <C> <C>
Short-term debt and current maturities..................... $ 384 $ 108
Long-term debt............................................. 1,648 1,039
Minority interest.......................................... 301 301
Combined equity............................................ 1,852 987
------ ------
Total capitalization....................................... $4,185 $2,435
====== ======
</TABLE>
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<PAGE>
For additional information on corporate debt allocation, see "Interest
Expense (net of interest capitalized)" above.
OTHER
As a result of the acquisition of Mobil Plastics in November 1995 for $1.3
billion and other acquisitions made by the Company in 1995, the Company's
plant, property and equipment, goodwill and intangibles, inventories and
receivables increased at December 31, 1995 when compared to December 31, 1994.
RESULTS OF OPERATIONS--YEARS 1994 AND 1993
NET SALES AND OPERATING REVENUES
Revenues for 1994 were $4.17 billion, up from $3.82 billion in 1993. Tenneco
Automotive revenues were $1,989 million, a $204 million, or an 11 percent
increase, compared with 1993 primarily due to increased new vehicle production
in North America and an improving European economy. Aftermarket revenues also
benefited from the introduction of Monroe's new premium ride control product,
Sensa-Trac(R). A major trade and consumer promotion in North America of the
new Sensa-Trac(R) products helped lead to an 11 percent increase in revenues
for the ride control replacement business worldwide. Packaging revenues
increased $142 million, or seven percent, to $2.18 billion in 1994, as prices
in the paperboard business recovered from the seven-year low reached in the
third quarter of 1993.
INCOME BEFORE INTEREST EXPENSE, INCOME TAXES AND MINORITY INTEREST (OPERATING
INCOME)
Operating income was $456 million for 1994. This was an improvement of $75
million compared with 1993's operating income of $381 million. Excluding gains
from asset sales and other special items including plant consolidations, 1994
operating income increased $126 million, or 36 percent, compared with 1993
primarily due to improved pricing in Tenneco Packaging's containerboard
business.
Tenneco Automotive operating income for 1994 was $223 million, compared with
$222 million in 1993. The 1994 operating income included a $17 million charge
for plant consolidations in Europe associated with acquiring Gillet and a $5
million charge taken in the second quarter for closing a plant in Ohio.
Excluding special items, operating income increased $23 million, or 10
percent, compared with 1993. This increase is a result of higher volumes in
North America and Europe and was partially offset by higher costs for new
product development and new facility start-up.
Tenneco Automotive's margins were 11.2 percent in 1994 compared with 12.4
percent in 1993. North American margins decreased to 12.1 percent in 1994
compared with 13.6 percent in 1993 due to higher costs related to new product
development and new facility start-up. European operations margins decreased
to 7.8 percent from 9.5 percent as a result of costs for plant consolidations
associated with the Gillet acquisition.
In November 1994, Tenneco Automotive acquired Gillet for $44 million in cash
and $69 million in assumed debt. Gillet is the leading manufacturer of
original equipment exhaust systems and components for European automakers.
Tenneco Packaging's operating income for 1994 was $209 million, compared
with $139 million in 1993. The 1993 operating income included $29 million from
gains related to asset realignment. Excluding these gains, operating income
increased $99 million, or 90 percent, compared with 1993 primarily because of
improved paperboard pricing.
The paperboard business earned $139 million, up $104 million compared with
1993, excluding the 1993 asset realignment gains. Prices rose from depressed
levels in 1993 and contributed $125 million, excluding the recycling business,
of increased operating income. This was partially offset by higher raw
material costs of $32 million, but improved productivity helped counter rising
raw material costs. Paperboard productivity rose 1.6
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percent, with mill operating rates exceeding rated capacity for the full year.
The specialty business operating income for 1994 declined $5 million to $70
million, excluding the asset realignment gains in 1993. Both the aluminum and
plastic packaging businesses reported improved operating income. Plastic
packaging volumes grew seven percent in 1994 and demand continued to be
strong. Operating income for plastics rose 40 percent in 1994, reflecting
increased volumes and higher pricing. The increase in operating income
provided by the aluminum and plastic businesses was more than offset by weak
performance in the molded fiber business, where higher raw material costs had
a negative effect on operating income. Prices for recycled newspaper, a major
raw material for molded fiber, rose to over $100 per ton, compared with $26
per ton in 1993.
The Company's other operations reported operating income of $24 million in
1994, compared with operating income of $20 million for 1993.
INTEREST EXPENSE (NET OF INTEREST CAPITALIZED)
The Company's interest expense in 1994 was $104 million compared with $101
million in 1993. Interest capitalized increased to $2 million in 1994 from $1
million in 1993 due to higher levels of major capital spending. For a
discussion of the historical allocation of indebtedness of Tenneco and its
subsidiaries, see "Results of Operations--Six Months Ended June 30, 1996 and
1995--Interest Expense (Net of Interest Capitalized)."
INCOME TAXES
Income tax expense was $114 million for 1994 compared with $115 million for
1993. The Company's effective tax rate was 32 percent in 1994, compared with
41 percent in 1993. The lower effective tax rate in 1994 was the result of tax
benefits from the realization of deferred tax assets resulting from
consolidation of the Company's German operations.
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." As a result, an after-tax charge of
$7 million was recorded in 1994.
DISCONTINUED OPERATIONS
Loss from discontinued operations in 1994 of $31 million, net of income tax
benefit of $20 million resulted from the Company's brakes business. Loss from
discontinued operations in 1993 of $7 million, net of income tax benefit of $4
million, was also attributable to the Company's brakes business.
CASH FLOW
Operating Activities
Net cash provided by operating activities was $571 million for the year
1994, compared with $324 million for 1993, an increase of $247 million. This
increase was due to higher income from operations and improved receivable
collections.
Investing Activities
Net cash used by investing activities in 1994 was $303 million, compared
with $152 million in 1993. Net proceeds from the sale of businesses in 1993 of
$83 million resulted from the sales of various international aluminum
ventures.
Expenditures for plant, property and equipment from continuing operations
for 1994 were $280 million, compared with $217 million for 1993. Increased
expenditures were reported for Tenneco Automotive ($20 million), Tenneco
Packaging ($42 million) and the Company's other operations ($1 million).
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<PAGE>
Financing Activities
Cash flows used by financing activities in 1993 was $165 million compared
with cash flows provided by financing activities of $50 million in 1994. Cash
flows used by financing activities in 1993 included a net decrease of short-
term debt of $29 million, the retirement of $21 million of long-term debt, and
a cash contribution to Tenneco of $115 million. Cash flows from financing
activities in 1994 primarily included net cash proceeds of $293 million from
the sale of a 25 percent preferred stock interest in a subsidiary, offset by a
net decrease in short-term debt of $94 million and the retirement of $152
million of long-term debt. See "Results of Operations--Six Months Ended June
30, 1996 and 1995--Liquidity" for further discussion of cash contributions to
and from Tenneco.
59
<PAGE>
BUSINESS AND PROPERTIES
TENNECO AUTOMOTIVE
Tenneco Automotive is one of the world's leading manufacturers of automotive
exhaust and ride control systems for the original equipment market and
aftermarket. Tenneco Automotive is a global business that sells its products
in over 100 countries, manufacturing and marketing its automotive exhaust
systems primarily under the Walker(R) brand name and its ride control
equipment primarily under the Monroe(R) brand name.
Overview of Automotive Parts Industry
The global market for automotive parts was approximately $435.3 billion in
1995, comprised of $352 billion in original equipment ("OE") sales and $83.3
billion in aftermarket sales. This market is expected to grow by 7.6% to
$468.4 billion in 1996 and by approximately 7.2% per year through 2000
resulting in a total market size of approximately $617.6 billion in that year.
As the North American and Western European automotive markets are relatively
mature (expected to grow at an estimated rate of 7.0% and 6.0%, respectively
through 2000), original equipment manufacturers ("OEMs") and automotive parts
suppliers are increasingly focusing on emerging markets for additional growth
opportunities, particularly China, Eastern Europe, India and Latin America.
Automotive parts are generally segmented into two categories: (i) OE sales
in which parts are sold in large quantities directly to the vehicle
manufacturers and (ii) aftermarket sales in which parts are sold in varying
quantities to a wide range of wholesalers, retailers and repair shops as
replacement parts in the aftermarket. Demand for automotive parts in the OE
market is driven by the number of new vehicle sales which in turn are
determined by prevailing economic conditions. Factors affecting demand in the
aftermarket include the number of vehicles on the road, the average useful
life of parts, the average age of such vehicles and number of miles driven.
Industry Trends
Currently, there are significant existing and emerging trends that 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 affecting automotive parts
suppliers include:
Consolidation of Parts Suppliers. The automotive parts industry,
particularly with respect to OE suppliers, has been rapidly consolidating for
the last several years. The number of Tier I suppliers has decreased from
3,000 to 1,500 since 1990. By the year 2000, the number of suppliers is
expected to decrease by nearly 75%, leaving approximately 400 Tier I
suppliers. The primary reasons for this consolidation include: (i) an
increasing desire by OEMs to work with fewer, larger suppliers that can
provide fully-integrated systems and (ii) the inability of smaller suppliers
to compete on price with the larger companies who benefit from purchasing and
distribution economies of scale.
Full-System Integration by Parts Suppliers. OEMs are moving towards
outsourcing entire automotive parts systems in order to take advantage of the
lower cost structure of the automotive parts suppliers. Development of
advanced electronics has enabled formerly independent components to become
"interactive," leading to a shift in demand from individual parts to fully-
integrated systems. OEMs seem to have accepted the need to work more closely
with suppliers, whose roles are now being transformed from "parts suppliers"
to "developers of modules and systems." This shift has created the role of the
systems integrator, who will increasingly have the ability to execute a number
of activities, such as design, product development, engineering, testing of
component systems, and purchasing from Tier II suppliers. It is estimated that
there will be approximately 60 systems integrators by the year 2005. This
emerging structure should allow the vehicle manufacturers to concentrate on
the activities which are core to their success such as product planning and
marketing, thus limiting their involvement to setting the "look and feel" and
cost parameters for new vehicle platforms. OEMs are also stimulating further
manufacturing cost improvements by implementing strategies that would provide
parts suppliers with greater
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input and allow them to share in the benefits of cost savings and productivity
enhancements, thus strengthening the role and potential margins of the
surviving Tier I suppliers.
Globalization of the Automotive Industry. As a result of several factors,
OEMs are increasingly requiring "global" parts suppliers with global
management expertise. As the customer base of OEMs 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 engineering, sales and distribution.
. Location of Production Closer to End Markets. OEMs have relocated
production globally on an "on-site" basis that is closer to end markets.
This international expansion allows suppliers to pursue sales in
developing markets, to take advantage of relatively lower labor costs
and, to some extent, to offset the counter-cyclicality of the European
and North American markets.
. Growing Importance of Emerging Markets. As the North American and Western
European automotive markets are relatively mature, OEMs are increasingly
focusing on emerging markets for growth opportunities, particularly
China, Eastern Europe, India and Latin America. The increased focus on
the OE markets has in turn increased the growth opportunities in the
aftermarket.
. Increasing Requirement of Government for Local Parts Content. Many
governments are beginning to require certain percentages of local
content.
Standardization of OEM Vehicle Platforms. OEMs are increasingly designing
"world cars" with standard bases and localized features, while also developing
niche market products such as multipurpose vehicles, four-wheel drive and
sports cars for mature markets. OEMs have learned that they can realize
significant economies of scale by limiting variations across items such as
steering columns, brake systems, transmissions, axles, exhaust systems,
support structures, fasteners, and power window and door lock mechanisms. This
shift towards standardization will have a large impact on components
manufacturers, who should experience a reduction in production costs if the
OEMs reduce components variations. This should result in not only higher
production volumes per unit and greater economies of scale, but also lower
investment costs for molds and dies, reduced development and prototype costs
and more efficient die changes and retooling.
Aftermarket. There are several factors that are positively affecting the
North American demand for automotive parts in the aftermarket, including:
. The average age of vehicles on the road is at an industry record-high of
8.4 years.
. The aggregate number of annual miles driven by all vehicles has increased
by 38% from 1,925 billion miles in 1988 to 2,360 billion miles in 1995.
. The size of the vehicle fleet has increased from approximately 157
million registrations in 1988 to approximately 188 million registrations
in 1995.
On the other hand, a factor negatively affecting the demand for aftermarket
parts is the increasing average useful life of most OEM automotive parts as a
result of technological advancements.
Emphasis on Clean Air and Efficiency. The enactment of strict environmental
regulations regarding both pollution and recycling content has led suppliers
and OEMs to design products and develop materials to comply with increasingly
stringent requirements. The Clean Air Act Amendments of 1990 require
substantial reductions in automobile tailpipe emissions, longer warranties on
certain parts of an automobile's pollution-control equipment and additional
equipment to control fuel-vapor emissions. Manufacturers have responded by
focusing their efforts towards technological development, thus lowering costs
while minimizing industrial waste and pollution. Automakers are designing
vehicles that will be easier to dismantle and recycle at the end of their
useful lives and nearly all component manufacturers now deliver parts and
components in reusable shipping containers to reduce the amount of waste
produced at an assembly plant.
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<PAGE>
Overview of Tenneco Automotive
Tenneco Automotive is one of the world's leading manufacturers of automotive
exhaust and ride control systems for the OE market and the aftermarket.
Tenneco Automotive is a global business that sells its products in over 100
markets worldwide. Tenneco Automotive manufactures and markets its automotive
exhaust systems primarily under the Walker(R) brand name, and its ride control
equipment is primarily manufactured under the Monroe(R) brand name.
The following table sets forth information relating to the net sales of both
of Tenneco Automotive's primary product groups:
<TABLE>
<CAPTION>
NET SALES ($ IN MILLIONS)
----------------------------------
SIX MONTHS YEAR ENDED DECEMBER
ENDED 31,
JUNE 30, 1996 1995 1994 1993
------------- ------ ------ ------
<S> <C> <C> <C> <C>
EXHAUST SYSTEMS PRODUCTS GROUP
Aftermarket............................... $ 348 $ 637 $ 609 $ 562
OE Market................................. 499 829 465 385
------ ------ ------ ------
$ 847 $1,466 $1,074 $ 947
------ ------ ------ ------
RIDE CONTROL PRODUCTS GROUP
Aftermarket............................... $ 406 $ 687 $ 644 $ 580
OE Market................................. 210 326 271 258
------ ------ ------ ------
$ 616 $1,013 $ 915 $ 838
------ ------ ------ ------
Total Tenneco Automotive................ $1,463 $2,479 $1,989 $1,785
====== ====== ====== ======
</TABLE>
Brands. Tenneco Automotive has established leading brand-name products.
Monroe(R) and Walker(R) are two of the most recognized brand names in the
automotive parts industry. As Tenneco Automotive acquires related product
lines, it is envisioned that they will be incorporated within these existing
product families.
Customers. Tenneco Automotive has developed long-standing business
relationships with many of its customers around the world, working with its
customers in all stages of production, including design, development,
component sourcing, quality assurance, manufacturing and delivery. Tenneco
Automotive has a strong and established reputation with its customers for
providing high quality products at competitive prices as well as for timely
delivery and customer service. Attention to these customer priorities has been
recognized by numerous customers who have awarded Tenneco Automotive supplier
quality awards.
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<PAGE>
Tenneco Automotive serves both the OE market and the aftermarket since the
investment and technology required to produce products for the OEMs can be
profitably parlayed into the higher margin aftermarket. Tenneco Automotive
serves over 25 different OEM customers on a global basis, including the
following:
NORTH AMERICA EUROPE JAPAN
CAMI BMW Mazda
Chrysler DAF Nissan
Ford Daihatsu Suzuki
General Motors Fiat Toyota
Honda Ford
Mazda Jaguar AUSTRALIA
Mitsubishi Lada Ford
Nissan Leyland General Motors
NUMMI Mercedes-Benz Mitsubishi
Toyota Mitsubishi Toyota
Nissan
SOUTH AMERICA Opel
Fiat Peugeot/Citroen
Ford Porsche
General Motors Renault/Matra
Volkswagen Rover/Land Rover
Saab/Scania
Toyota
Volkswagen/Audi/SEAT/Skoda
Volvo
Tenneco Automotive's aftermarket customers include such wholesalers and
retailers as National Auto Parts Association (NAPA), Big A Stores, Midas
International Corp. ("Midas"), Speedy Muffler King and Western Auto in North
America and Midas, Pit Stop and Kwik-Fit in Europe.
Exhaust Systems
Tenneco Automotive designs, manufactures and distributes exhaust systems
primarily under the Walker(R) brand name. These products include a variety of
automotive exhaust systems and emission control products, including mufflers,
catalytic converters, tubular exhaust manifolds, pipe, exhaust accessories and
electronic noise cancellation products. Founded in 1888 and a division of
Tenneco Automotive since 1967, Walker is the replacement market leader for
exhaust systems in North America, Europe and Australia. Walker is a leading
supplier in the OE market in the U.S. as well, supplying exhaust systems used
in 7 of the 10 top-selling 1996 new car models sold in the U.S. Walker has
long been the European market leader in the replacement market for exhaust
systems, and with the acquisition of Gillet in 1994, Walker became Europe's
leading OE supplier.
Exhaust systems play a critical role in safely conveying noxious gases away
from the passenger compartment, reducing the level of pollutants and reducing
engine exhaust noise to an acceptable level. Precise engineering of the
manifold, pipe, catalytic converter and muffler leads to a pleasant, tuned
engine sound, minimal pollutants and optimized engine performance.
Manufacturing and Engineering. With plants in North America, Europe, South
America, South Africa, Asia and Australia, Walker locates its manufacturing
facilities in close proximity to its OE customers to provide just-in-time
delivery. In the U.S., Walker operates 10 manufacturing facilities and seven
distribution centers, three of which are located at manufacturing facilities.
Walker also has two research and development facilities in the U.S. In
addition, Walker operates 26 manufacturing facilities located in Argentina,
Australia, Canada, China, the Czech Republic, the United Kingdom, Mexico,
Denmark, Germany, France, Spain, Portugal, South Africa and Sweden. Walker is
in the process of establishing a production line in Brazil. It also has one
engineering and
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technical center at its facility in Germany and one at its facility in
Australia. Its engineering facilities include full anechoic chambers in the
U.S. and Europe.
Strategic Acquisitions/Joint Ventures. As part of its international growth
strategy, Walker acquired ownership of Gillet, a manufacturer of exhaust
systems, in November 1994. The acquisition of Gillet, Europe's largest OE
exhaust supplier, recast Tenneco Automotive as the market leader in exhaust
systems for the OE market in Europe. The acquisition also brought many new OE
customers and orders to the Walker business. Before Gillet, Walker had only
Toyota as a European OE exhaust customer. As a result of the acquisition of
Gillet, a variety of new customers have been added, including: Audi, Ford-
Europe, Opel (General Motors), Mercedes Benz, Peugeot/Citroen, Renault, Seat,
Skoda and Volkswagen. Significantly, following the Gillet acquisition, Ford
selected Walker as a supplier for its 1997 "world" car.
In 1995, Walker acquired ownership of Fonos, Spain's largest participant in
the exhaust systems aftermarket, and Perfection Automotive Products, a U.S.
catalytic converter producer, further expanding Walker's presence in the
exhaust systems replacement market. In 1996, Walker established a joint
venture in China (Dalian) to supply exhaust systems to the northern Chinese
automotive market.
The following table sets forth information relating to Tenneco Automotive's
sales of exhaust systems:
<TABLE>
<CAPTION>
PERCENTAGE OF SALES
--------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ---------------------------
JUNE 30,
1996 1995 1994 1993
---------- ------- ------- -------
<S> <C> <C> <C> <C>
United States Sales
Aftermarket.................... 42% 46% 48% 52%
OE Market...................... 58 54 52 48
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
Foreign Sales
Aftermarket.................... 40% 42% 68% 70%
OE Market...................... 60 58 32 30
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
Total Sales by Geographic Area
United States.................. 42% 42% 58% 60%
European Union................. 44 45 24 23
Canada......................... 8 7 10 12
Other areas.................... 6 6 8 5
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
</TABLE>
Ride Control Products
Tenneco Automotive designs, manufactures and distributes ride control
equipment primarily under the Monroe(R) brand name. Tenneco Automotive's ride
control equipment consists of hydraulic shock absorbers, air adjustable shock
absorbers, spring assisted shock absorbers, gas charged shock absorbers and
struts, replacement cartridges and electronically adjustable suspension
systems. Tenneco Automotive manufactures and markets replacement shock
absorbers for virtually all domestic and foreign makes of automobiles. In
addition, Tenneco Automotive manufactures and markets shock absorbers and
struts for use as original equipment on passenger cars and trucks, as well as
for other uses. Founded in 1916, Monroe introduced the world's first shock
absorber in 1926 and became part of Tenneco Automotive in 1977. Tenneco
Automotive is the market leader for ride control equipment in the aftermarket
in North America, Europe and Australia, as well as in the OE market in
Australia.
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<PAGE>
Superior ride control is governed by a vehicle's suspension system,
including its shocks and struts. Shocks and struts are components that 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 adhesion, or friction, between the vehicle's tires and the
road. Adhesion is directly influenced by shock absorber and strut performance.
Worn or low quality shocks and struts allow weight to transfer from side to
side (roll), from front to rear (sway) and up and down (bounce). Monroe shocks
maintain vertical loads placed on tires by providing resistance to vehicle
bounce, sway and roll. Variations in tire to road contact affect a vehicle's
handling and braking performance and the safe operation of a vehicle; thus, by
enhancing the tire to road contact, Monroe's ride control products actually
function as safety components of a vehicle rather than merely providing a
comfortable ride.
Manufacturing and Engineering. Monroe has ten manufacturing facilities in
the United States and 14 foreign manufacturing operations in Australia,
Belgium, Brazil, Canada, the Czech Republic, Mexico, the United Kingdom,
Spain, Turkey and New Zealand. Monroe also has controlling interests in joint
ventures that own manufacturing operations in China and India as described
below. 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 state-of-the-art
testing equipment, advanced computer aided design equipment, and the talents
of over 100 engineers. Monroe's dedication to innovative solutions has led to
such technological advances as adaptive dampening systems; manual, hydraulic
and electronically adjustable suspensions; semi-active and active systems; and
air and hydraulic leveling systems. Conventional shocks and struts were only
able to provide either ride comfort or vehicle control. Monroe's innovative
new grooven-tube, gas-charged shocks and struts enable both ride comfort and
vehicle control, resulting in improved handling (less roll), reduced
vibration, a wider range of vehicle control and a lessening of the reduction
in performance as the struts become overheated (fade). This new technology,
together with Monroe's Position Sensitive Dampening(R) valve can be found in
Monroe's premium quality Sensa-Trac(R) shocks.
Strategic Acquisitions/Joint Ventures. As a means of expanding its product
lines and offering OEMs a complete modular ride control system, in July 1996,
Tenneco Automotive acquired Clevite. Clevite is a leading OE manufacturer of
elastomeric vibration control components, including bushings and engine
mounts, for the auto, light truck and heavy truck markets. With this
acquisition, Tenneco Automotive now has full capability to deliver complete
suspension systems to the OEMs. The Clevite acquisition also complements
Tenneco Automotive's interest in global growth opportunities, as both Clevite
and Monroe have manufacturing operations in Mexico and Brazil. In addition to
the operations mentioned in the preceding paragraph, Tenneco Automotive has a
51% interest in a joint venture that has three ride control manufacturing
facilities in India and has a 51% interest in a joint venture that has one
ride control manufacturing facility in China. It is anticipated that the joint
venture in India will also manufacture exhaust systems.
The following table sets forth information relating to Tenneco Automotive's
sales of ride control equipment:
65
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF SALES
--------------------------------------
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ---------------------------
JUNE 30,
1996 1995 1994 1993
---------- ------- ------- -------
<S> <C> <C> <C> <C>
United States Sales
Aftermarket.................... 72% 70% 72% 72%
OE Market...................... 28 30 28 28
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
Foreign Sales
Aftermarket.................... 61% 66% 69% 63%
OE Market...................... 39 34 31 37
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
Total Sales by Geographic Area
United States.................. 45% 48% 49% 50%
European Union................. 36 36 32 29
Canada......................... 4 3 5 7
Other areas.................... 15 13 14 14
--- ------- ------- -------
100% 100% 100% 100%
=== ======= ======= =======
</TABLE>
Sales and Marketing
Both of the exhaust and ride control systems groups utilize similar sales
and marketing systems to distribute Tenneco Automotive products. Both groups
take advantage of a dedicated sales force and consumer brand marketing
professionals together with extensive marketing support, including trade and
consumer marketing, promotions and general advertising. Tenneco Automotive
maintains a customer order fill rate consistently exceeding 95%, which it
believes is among the highest in the industry.
Tenneco Automotive sells its OEM products directly. With respect to the
aftermarket, Tenneco Automotive employs three primary distribution techniques:
(i) the traditional three-step distribution system: warehouse distributors,
jobbers and installers; (ii) direct sales to retailers; and (iii) sales to
buying groups.
Strategy
Tenneco Automotive's primary goal is to enhance its leadership position in
the global automotive parts industry in which it is currently one of the
leading manufacturers of exhaust and ride control systems. Tenneco Automotive
intends to capitalize on certain significant existing and emerging trends in
the automotive industry, including (i) the consolidation and globalization of
the OEM supplier base, (ii) increased OEM outsourcing, particularly of more
complex components, assemblies, modules and complete systems to sophisticated,
independent suppliers and (iii) growth of emerging markets for both original
equipment and replacement markets. Key components of Tenneco Automotive's
strategy include:
Branding. Tenneco Automotive, whose major strategic strength is the
performance of its leading Monroe and Walker brand names and their market
shares, intends to emphasize product differentiation to give consumers added
reasons for specifying their brands. For example, Monroe introduced a premium
grade shock and strut called Sensa-Trac(R) in 1994, which helped it regain its
technological leadership in the ride control market, and Walker's
Advantage(TM) and Dyno Max(TM) brands are the leading brands in their product
categories. Tenneco Automotive also plans on capitalizing on its brand
strength by incorporating newly acquired product lines within existing product
families, as it did with Gillet.
Maintain Focus on Core Business. Tenneco Automotive intends to retain market
share in its core businesses with its primary customers while increasing
market share with customers with whom it has not fully realized its potential
market penetration. These objectives are designed to enable Tenneco Automotive
to respond better to
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the OEMs' evolving purchasing requirements, where in addition to
manufacturing, the supplier is required to provide design, engineering and
project management support for a complete package of integrated products.
Continue to Develop High Value-Added Products. Tenneco Automotive intends to
continue to manufacture high value-added products and to develop strategic
alliances with Tier I and Tier II suppliers in order to facilitate development
of these value-added products, including the development of highly engineered
or complex assemblies or systems. Tenneco 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
applied by Tenneco Automotive and by establishing strategic alliances with
other suppliers.
Increase Ability to Provide Full-System Capabilities. The automotive parts
industry is encountering a consolidation of parts suppliers as OEMs require
suppliers to provide design assistance and innovation and full-system
capabilities rather than just specific parts. In response to this trend, the
Company plans to dedicate more resources towards strengthening technical
capability and design expertise and pursue appropriate strategic acquisitions,
joint ventures and strategic alliances in order to increase Tenneco
Automotive's ability to deliver such full-system capability. For example, the
recent acquisition of Clevite now gives Tenneco Automotive the ability to
deliver complete suspension systems to OEMs.
International Expansion. As Tenneco Automotive's OE customers expand their
assembly operations globally and in response to the development of global
aftermarkets, Tenneco Automotive plans to continue its international expansion
through joint ventures, acquisitions and strategic alliances. For example,
since August 1995, Tenneco Automotive has made eight acquisitions and entered
into four international joint ventures. These strategic initiatives have given
Tenneco Automotive an enhanced presence in Argentina, Brazil, China,
Australia, the Czech Republic, Spain, India and most recently, Turkey, In
September 1996, Tenneco Automotive acquired ownership of its Borusan Amortisor
shock absorber joint venture in Turkey ("Borusan Amortisor"). Borusan
Amortisor currently has approximately 23% of the OE market and 30% of the
aftermarket in Turkey. Both markets are expected to grow significantly by the
year 2000. The recent international acquisitions complement the November 1994
acquisitions of Gillet, Europe's largest supplier of automotive exhaust
equipment for the OEM market, which has already been successfully integrated
into Tenneco Automotive. Rather than segment the world, Tenneco Automotive
plans to integrate its international operations through the standardization of
products and processes, improvements in information technology and the global
coordination of purchasing, costing and quoting procedures.
Strategic Acquisitions. Strategic acquisitions have been, and management
believes will continue to be, an important element of Tenneco Automotive's
growth. Through such acquisitions, Tenneco Automotive can expand its product
portfolio, gain access to new customers and achieve leadership positions
within new geographic markets, while drawing on the strengths of existing
distribution channels with OEM relationships. Tenneco Automotive has developed
comprehensive integration plans to quickly integrate new companies into its
infrastructure. Tenneco Automotive intends to continue to pursue acquisition
opportunities in which management can substantially improve the profitability
of strategically related businesses by, among other things, rationalizing
similar product lines and eliminating certain lower margin product lines;
reconfiguring and upgrading manufacturing facilities; moving production to the
lowest cost facilities; and reducing selling, distribution, purchasing and
administrative costs.
Operating Cost Leadership. Tenneco Automotive will continue to seek cost
reductions as it standardizes it product and processes throughout its
international operations, improves its information technology, increases
employee training, invests in more efficient machinery and enhances the global
coordination of purchasing, costing and quoting procedures.
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Other
As of July 1, 1996, Tenneco Automotive had approximately 21,000 employees.
Tenneco Automotive believes that its relations with its employees are good.
The principal raw material utilized by Tenneco Automotive is steel. Tenneco
Automotive believes that an adequate supply of steel can presently be obtained
from a number of different domestic and foreign suppliers.
Tenneco 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 names Walker(R) and Monroe(R),
which are well recognized in the marketplace. The patents, trademarks and
other intellectual property owned by Tenneco Automotive are important in the
manufacturing and distribution of its products.
The operations of Tenneco Automotive face competition from other
manufacturers of automotive equipment, including affiliates of certain of its
customers, in both the OE market and the aftermarket.
Tenneco Automotive is headquartered in Deerfield, Illinois.
TENNECO PACKAGING
Tenneco Packaging is among the world's leading and most diversified
packaging companies, manufacturing packaging products for consumer,
institutional and industrial markets. The paperboard business group
manufactures corrugated containers, folding cartons and containerboard, has a
joint venture in recycled paperboard, and offers high value-added products
such as enhanced graphics packaging and displays and kraft honeycomb products.
Its specialty products group produces disposable aluminum, foam and clear
plastic food containers, molded fiber and pressed paperboard products, as well
as polyethylene bags and industrial stretch wrap. Tenneco Packaging's consumer
products include such recognized brand names as Hefty(R), Baggies(R) and E-Z
Foil(R).
Overview of Packaging Industry
The global packaging market is estimated at nearly $360 billion with about
one quarter in North America, slightly less in Europe and the balance spread
throughout the rest of the world. Tenneco Packaging now ranks as the fourth
largest packaging manufacturer in North America by sales and the tenth largest
in the world. Packaging remains one of the most fragmented major industries,
with the top five companies comprising only a 10% worldwide market share.
Within packaging material categories, Tenneco Packaging participates in the
three growing segments of paper, plastic and aluminum, with substantial or
leading market shares in virtually all of its product segments.
Business Strategy
Tenneco Packaging has embarked upon an aggressive growth plan to be the
leading specialty packaging company offering a broad line of packaging
products to provide customers with the best packaging solutions. In the past
two years, Tenneco Packaging has doubled its size to nearly $4 billion in
annualized revenues through internal growth in its base businesses,
productivity gains and 12 acquisitions that have been completed since early
1995.
As a result of these redeployment activities, Tenneco Packaging has
significantly reduced its sensitivity to changes in economic cyclicality:
. Tenneco Packaging's business is now over half specialty (including the
full year impact of the Mobil Plastic acquisition and the recently
announced Amoco Foam Products purchase), which reduces exposure to
business cycles.
. On the paperboard side, four acquisitions in specialty graphics and the
purchase of Hexacomb, the world's largest supplier of kraft paper
honeycomb products used for protective packaging, have reduced
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its sensitivity to raw material prices and offer greater opportunities to
add value. Currently, over 20% of Tenneco Packaging's paperboard business
is in higher margin, enhanced graphics including folding cartons, point-
of-purchase displays and point-of-sale packaging, as well as protective
packaging products.
In the future, Tenneco Packaging will continue to pursue value-added, non-
cyclical growth opportunities, maintain market leadership positions in its
primary business groups and leverage its new product development expertise.
As with any manufacturing company whose product demand is sensitive to
general economic conditions, Tenneco Packaging's business results may be
adversely impacted by several uncertainties including raw material cost
fluctuations and pricing variability related to industry supply/demand
dynamics. In addition, potential packaging legislation or regulatory changes,
material substitution, new packaging technologies and changes in consumer
preferences or distribution channels could have an adverse impact on the
Company. However, Tenneco Packaging has positioned itself to deal
strategically with these challenges through its:
. Multi-material focus, broad product line and concentration of growth in
packaging that offers customers greater functionality and value;
. Fiber flexibility, which enables Tenneco Packaging's paperboard business
to manage its mix of virgin and recycled fiber sources to take advantage
of changing market conditions;
. Raw material purchasing leverage in both fiber and plastic resin;
. Technology and new product development expertise, offering innovative
packaging design and materials applications; and
. Global expansion strategy of growing its international business through
value-added acquisitions, joint ventures, and multi-national customer
partnerships.
Tenneco Packaging believes that factors critical to its success include a
focused strategic direction, operating cost leadership, management expertise,
a committed and skilled workforce and a systems infrastructure to meet
stringent customer quality requirements and service needs. Tenneco Packaging
will spend approximately $110 million by the end of 1998 to provide state-of-
the-art customer linked manufacturing systems, shop floor scheduling and real-
time data for marketing and production management.
Overview of Tenneco Packaging
Tenneco Packaging is an industry leader in the manufacture and sale of
packaging products, offering a wide range of fiber-based materials and
packaging for consumer, institutional and industrial applications, as well as
aluminum and plastic-based specialty packaging for consumer, retail, food
service and food processing applications.
The following tables set forth information relating to the net sales of both
of Tenneco Packaging's primary business groups, in dollars and by percentages:
<TABLE>
<CAPTION>
NET SALES (MILLIONS)
----------------------------------
YEAR ENDED DECEMBER
SIX MONTHS 31,
ENDED --------------------
JUNE 30, 1996 1995 1994 1993
------------- ------ ------ ------
<S> <C> <C> <C> <C>
PAPERBOARD PRODUCTS GROUP
Corrugated shipping containers and
containerboard products........... $751 $1,589 $1,214 $1,086
Folding cartons and recycled paper-
board mill products............... 92 204 196 196
Paper Stock and other.............. 60 135 119 100
---- ------ ------ ------
903 1,928 1,529 1,382
---- ------ ------ ------
SPECIALTY PRODUCTS GROUP
Disposable plastic and aluminum
packaging products................ 756 593 434 442
Molded fiber products.............. 100 191 186 183
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NET SALES (MILLIONS)
------------------------------------
YEAR ENDED DECEMBER
SIX MONTHS 31,
ENDED ----------------------
JUNE 30, 1996 1995 1994 1993
------------- ------ ------ ------
<S> <C> <C> <C> <C>
Other........................... 16 40 35 35
------ ------ ------ ------
872 824 655 660
------ ------ ------ ------
Total Tenneco Packaging....... $1,775 $2,752 $2,184 $2,042
====== ====== ====== ======
<CAPTION>
PERCENTAGE OF NET SALES
------------------------------------
YEAR ENDED DECEMBER
SIX MONTHS 31,
ENDED ----------------------
JUNE 30, 1996 1995 1994 1993
------------- ------ ------ ------
<S> <C> <C> <C> <C>
PAPERBOARD PRODUCTS GROUP
Corrugated shipping containers
and containerboard products.... 42% 58% 56% 53%
Folding cartons and recycled
paperboard mill products....... 5 7 9 10
Paper Stock and other........... 4 5 5 5
------ ------ ------ ------
51 70 70 68
------ ------ ------ ------
SPECIALTY PRODUCTS GROUP
Disposable plastic and aluminum
packaging products............. 43% 22% 20% 22%
Molded fiber products........... 5 7 9 9
Other........................... 1 1 1 1
------ ------ ------ ------
49 30 30 32
------ ------ ------ ------
Total Tenneco Packaging....... 100% 100% 100% 100%
====== ====== ====== ======
SALES BY GEOGRAPHIC AREA(A)
United States................... 92% 91% 90% 88%
European Union.................. 5 5 6 8
Canada.......................... 1 1 1 2
Other areas..................... 2 3 3 2
------ ------ ------ ------
100% 100% 100% 100%
====== ====== ====== ======
</TABLE>
- --------
(a) Restated 1995, 1994 and 1993 to reflect countries included in European
Union as of December 31, 1995: Austria, Belgium, Denmark, Finland, France,
Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain
and Sweden.
Paperboard Products
The paperboard business group manufactures and sells corrugated containers,
folding cartons, containerboard, lumber and building products, and has a joint
venture in recycled paperboard. The group's product line includes high value-
added products such as enhanced graphics packaging and displays and kraft
honeycomb products. It produces over 2 million tons of containerboard that is
converted by its corrugated container plants and sold to both domestic and
export customers. Over 80% of the containerboard used by the corrugated
converting operations is either produced by Tenneco Packaging's own mills or
supplied through trade partnerships for other grades in exchange for product
produced at Tenneco Packaging's mills, which helps assure a secure supply of
product in a wide variety of grades to meet the requirements of its customers.
It also produces high quality, innovative folding carton products utilizing
the latest in printing and cutting technology for the sheet-fed offset,
narrow-web flexo and rotogravure processes. Finally, Tenneco Packaging
participates in the wood products business and has access to over 1.0 million
acres of timberland in the United States through both owned and leased
properties.
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Sales and Marketing. Tenneco Packaging maintains a sales and marketing
organization of over 400 sales personnel. Tenneco Packaging also has four
graphics design centers with two more planned which help it meet its
customers' design and functional requirements.
New Product Development and Design. Tenneco Packaging's paperboard group is
establishing a nationwide network of new product development and creative
packaging design centers to develop and manufacture product packaging and
product display solutions to meet more sophisticated, complex customer needs.
This network includes four regional design centers, 22 primary and mid-range
graphics facilities and almost 100 sales personnel, new product development
engineers, and product graphics and design specialists. These centers offer
state-of-the-art computer and design equipment for 24-hour turnaround and
reduced product delivery times.
Manufacturing and Engineering. Tenneco Packaging has two kraft linerboard
mills and two medium mills, located in Tennessee, Georgia, Michigan and
Wisconsin, which together account for 7% of annual U.S. production, or 2.1
million tons. As of June 30, 1996, Tenneco Packaging had invested $75 million
at the Counce, Tennessee mill, which added 120,000 tons annually of capacity
and enabled the mill to meet a growing demand for lighter weight board. Each
of the mills has a strong focus on quality and is ISO 9002 certified. Two
paperstock recycling facilities provide some of the mills' recycled fiber
requirements.
Domestically, Tenneco Packaging's corrugated container network includes 64
geographically dispersed plants that manufacture approximately 7% of the total
annual U.S. corrugated shipments based on revenue, as well as seven kraft
paper honeycomb product plants, making it one of the top six integrated
producers. Tenneco Packaging also operates six folding carton plants located
primarily in the Midwest.
Tenneco Packaging has access to 1.0 million acres of timberland in the
United States through both owned and leased properties. To maximize the value
of the timber harvested, Tenneco Packaging operates four wood products
operations which produce hardwood dimensional lumber and utility poles.
Further, Tenneco Packaging is a party to a joint venture in a chip mill, as
well as a wood drying facility.
Tenneco Packaging's paperboard group operates a manufacturing and technical
support center located in Skokie, Illinois which provides engineering,
manufacturing and technical support to its corrugated operations. In addition,
it currently has a network of four design centers and a design organization
which includes more than 60 structural, graphic and package engineering
specialists for its corrugated and folding carton converting operations.
Strategic Acquisitions/Joint Ventures. As part of Tenneco Packaging's value-
added growth strategy, eight acquisitions were made during 1995 in the
Paperboard Products Group. Tenneco Packaging expanded its graphics and
printing capabilities to that of a full service supplier of point-of-purchase
displays and point-of-sale packaging by acquiring four facilities with
expertise in high impact graphics and design. The addition of Lux Packaging,
in Waco, Texas; the United Group in Los Angeles, California; Menasha
Corporation's South Brunswick, New Jersey plant; and DeLine Box in Windsor,
Colorado have broadened Tenneco Packaging's offering of products and services
to include permanent point-of-purchase displays, rotogravure preprint, litho-
lamination and advanced graphics design.
Tenneco Packaging added to its network of specialty sheet plants through the
acquisition of Mid-Michigan Container in Michigan; Sun King Container in El
Paso, Texas; and Domtar Packaging's Watertown, New York facility. It also
increased its protective packaging capabilities through the purchase of
Hexacomb, the world's largest supplier of honeycomb corrugated products used
for protective packaging, materials handling and specialized structural
applications.
In June 1996, Tenneco Packaging and Caraustar entered a joint venture
pursuant to which Tenneco Packaging contributed its two recycled paperboard
mills (Rittman, Ohio and Tama, Iowa) and a recovered paper stock and brokerage
operation for cash and a 20% equity position in the business. The mills will
continue to supply recycled paperboard to Tenneco Packaging's six folding
carton plants.
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Specialty Products
Tenneco Packaging's Specialty Products Group produces disposable aluminum,
foam and clear plastic products for the food processing, food preparation and
food service industries. It also manufactures molded fiber and pressed
paperboard products, as well as polyethylene bags and industrial stretch film.
Consumer products are sold under such recognized brand names of Hefty(R),
Baggies(R), Hefty OneZip(TM) and E-Z Foil(R).
Tenneco Packaging's lightweight, durable plastic packaging for in-store
deli, produce, bakery and catering applications maintain quality and enhance
presentation. Plastic food storage and trash bags, foam and molded fiber
dinnerware, disposable aluminum baking pans and related products are sold
through a variety of retail outlets. Tenneco Packaging also manufactures
molded fiber for produce and egg packaging, food service items and
institutional tableware.
Sales and Marketing. Specialty packaging products are marketed to five
primary market segments: food service, supermarkets, institutional, packer
processor and industrial users. The sales organization is specialized by user
segment and its teams work in alliance with strategic customers to build
sales. Approximately 85% of specialty packaging products are sold to its
distributors, while the remainder are sold directly to retailers.
Consumer products are marketed primarily through three classes of retailers
or channels of trade: grocery (supermarkets and convenience stores), non-food
(mass merchandisers, drug stores, hardware stores, home centers), and
warehouse clubs with sales distributed 66%, 30%, and 4%, respectively, based
on 1994 net revenues. Consumer products' internal sales management personnel
are augmented by a national network of grocery brokers and manufacturing
representatives to provide headquarter and in-store sales coverage for the
grocery channel. Consumer products covers warehouse clubs and selected non-
food retailers on a direct basis. The overall sales breakdown is approximately
19% direct and 81% broker/representative.
Manufacturing and Engineering. In North America, Tenneco Packaging operates
30 specialty products facilities. With the acquisitions of the Mobil Plastics
division and Amoco Foam Products, Tenneco Packaging now has polystyrene
production in 18 locations in 13 states. It produces polyethylene products in
six locations including a Canadian facility. Aluminum roll stock is converted
at five locations, including three locations shared with polystyrene
production. Molded fiber packaging is produced in six locations. Finally,
pressed paperboard products are manufactured at one facility in Columbus,
Ohio. Research and development centers for packaging and process development
are located in Macedon, New York and Northbrook, Illinois.
Within the Specialty Products Group there are two major types of plastic
manufacturing plants, offering excellent process technology and high quality
equipment in polystyrene extrusion/thermoforming/automation, consumer waste
bags and stretch films. Tenneco Packaging's polyethylene plants produce
liners, food bags, grocery sacks and stretch film, as well as retail waste and
food bags for consumer applications. Most of the Specialty Products Group's
polyethylene processes are in-line. Polystyrene plants make foam products
including consumer tableware, foodservice disposables, meat trays and clear
containers. With multiple production lines, each plant is generally capable of
making several product types. Polystyrene pellets are marketed and extruded
and subsequently thermoformed and converted into finished products.
Strategic Acquisitions. Tenneco Packaging acquired Mobil Plastics in late
1995 which more than doubled the size of its Specialty Products Group and
added new technologies and product development capabilities. It provides
strong consumer branded products such as Hefty(R) trash bags, Baggies(R) food
bags, and Hefty OneZip(TM) food storage bags. In addition, it manufactures
clear and foam polystyrene food service containers; plates and meat trays;
and, polyethylene film products including can liners, produce and retail bags,
and medical and industrial disposable packaging.
In August 1996, Tenneco Packaging purchased Amoco Foam Products. Amoco Foam
Products, with 1995 sales of $288 million, manufactures foam polystyrene
tableware including cups, plates, carrying trays; hinged-lid food containers;
packaging trays, primarily for meat and poultry; and industrial products for
residential and commercial construction applications.
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International
Tenneco Packaging has a growing international presence with a revenue base
of nearly $200 million and an additional $100 million in export sales to
approximately 38 countries, manufacturing products that serve a wide range of
packaging needs. It expects to significantly enlarge its international
operations by growing its base businesses, strengthening its export
capabilities for both fiber-based and plastic products, and by growing
selectively in new markets, geographies or channels that represent high-
potential opportunities.
Manufacturing and Engineering. Tenneco Packaging currently operates or has
an ownership interest in 12 international manufacturing locations. Omni-Pac is
Europe's leading manufacturer of molded fiber packaging with facilities in
Elsfleth, Germany and Great Yarmouth, England. Tenneco Packaging's Alupak
operation in Belp, Switzerland is a major producer of smoothwall aluminum
portion packs. In plastic, Tenneco Packaging has the leading share of single-
use thermoformed plastic food containers in the United Kingdom, with four
manufacturing operations in England, Scotland and Wales.
Tenneco Packaging also operates a folding carton plant in Budapest, Hungary
and is building a wood products operation in Romania. It participates in
several international joint ventures, including folding carton plants in
Donngguan, China and Bucharest, Romania and a corrugated converting facility
in Zhejiang, China.
Acquisitions/Business Development. In 1995, Tenneco Packaging purchased
Penlea and Delyn, two plastic thermoforming operations in the United Kingdom.
In 1996, it entered the European wood products business with the startup of a
venture in Buchin, Romania. In addition to harvesting rights in excess of 1.8
million cubic meters of timber, Tenneco Packaging is constructing a wood
processing plant for value-added furniture components, to be supported by a
full sawmill operation.
Other
As of June 30, 1996, Tenneco Packaging had approximately 19,000 employees.
Tenneco Packaging believes that its relations with its employees are good.
Tenneco Packaging holds a number of domestic and foreign patents and
trademarks relating to its products and businesses. The patents, trademarks
and other intellectual property owned by Tenneco Packaging are important in
the manufacturing, marketing and distribution of its products.
The principal raw materials used by Tenneco Packaging in its manufacturing
operations are virgin pulp, recycled fiber, plastic resin and aluminum roll
stock. Tenneco Packaging obtains its virgin pulp from timberland owned or
controlled by it as well as from outside purchases. Recycled fiber is supplied
from both outside contractual sources as well as internally from its two
recycling centers and its own containerboard clippings and trim. Tenneco
Packaging obtains plastic resin and aluminum roll stock from various
suppliers.
As of June 30, 1996, Tenneco Packaging owned approximately 188,000 acres of
timberland in Alabama, Michigan, Mississippi and Tennessee and leased, managed
or had cutting rights on an additional 808,000 acres of timberland in Alabama,
Mississippi, Tennessee, Florida, Wisconsin and Georgia. In 1995, 1994, and
1993, approximately 30%, 28% and 28%, respectively, of the virgin fiber used
by Tenneco Packaging in its mill operations was obtained from Tenneco
Packaging-controlled timberlands.
The operations of Tenneco Packaging face competition from other
manufacturers of packaging products, including manufacturers of alternative
products, in each of its geographic and product markets.
Tenneco Packaging is headquartered in Evanston, Illinois.
TENNECO BUSINESS SERVICES
TBS designs, implements and administers shared administrative service
programs for the various Tenneco businesses as well as, on an "as requested"
basis, for former Tenneco business entities.
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Primary service areas of TBS include (i) Financial Accounting Services,
including asset management, general accounting, purchasing and payables,
travel and entertainment, tax compliance and reporting and other applications;
(ii) Supplier Development and Administration, including vendor negotiations
and contract administration; (iii) Employee Benefits Administration for all
major salaried and hourly benefit plans; (iv) Technology Services, including
main frame computing services, telecommunication services and distributed
processing services; (v) Human Resources and Payroll Services, including
payroll processing, relocation services, government compliance services and
expatriate relocation and repatriation services; and (vi) Environmental Health
and Safety Services, including remediation consultation, operations risk
analysis and compliance audits.
TBS has to date only serviced other Tenneco businesses and, on an as
requested basis, former Tenneco businesses such as Case Corporation. However,
TBS is in the process of investigating opportunities to provide similar
services to outside businesses. It is anticipated that after the
Distributions, TBS will continue to provide services to Newport News and
Tenneco pursuant to the terms of the TBS Services Agreement. See "The
Industrial Distributions--Relationships Among Tenneco, the Company and Newport
News After the Distributions--Terms of the Ancillary Agreements--TBS Services
Agreement."
In connection with its operations, TBS holds numerous software licenses,
owns and operates computer equipment and has agreements with numerous vendors
for supplies and services.
As of June 30, 1996, TBS had approximately 300 employees. TBS believes that
its relations with its employees are good.
Although to date TBS has provided its administrative programs exclusively to
current and former Tenneco businesses, once TBS attempts to begin providing
similar services to outside businesses it will face intense competition from
other providers of administrative services, many of whom are larger and have
more experience providing administrative services in a competitive
environment.
TBS is headquartered in The Woodlands, Texas.
PROPERTIES
Corporate Headquarters
The Company's corporate offices are located in Greenwich, Connecticut.
Tenneco Automotive
In the United States, Walker operates 10 manufacturing facilities and seven
distribution centers, three of which are located at manufacturing facilities,
and also has two research and development facilities. In addition, Walker
operates 25 manufacturing facilities located in Australia, Canada, China, the
Czech Republic, the United Kingdom, Mexico, Denmark, Germany, France, Spain,
Portugal, South Africa and Sweden, and also has one engineering and technical
center in Germany.
Monroe has seven manufacturing facilities and one research and development
facility and three distribution centers. In addition, Monroe has 14 foreign
manufacturing operations in Australia, Belgium, Brazil, Canada, China, the
Czech Republic, India, Mexico, the United Kingdom, Spain, Turkey and New
Zealand.
Overall, Tenneco Automotive now operates 65 facilities in 21 countries in
North America, Europe, South America, Australia and the Asia-Pacific region.
Tenneco Packaging
In North America, Tenneco Packaging operates or has an ownership interest in
a total of 122 facilities. The paperboard business group has 71 corrugated
products plants, six folding carton plants and nine containerboard
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machines at four mills. Two of the mills (located in Georgia and Wisconsin),
including substantially all of the equipment associated with both mills, are
leased from third parties. Additionally, the paperboard business group
operates a wood products group including two hardwood facilities, one
dimensional lumber plant, one utility pole facility, one air drying facility
for wood, and a joint venture in a chip mill. Two recycled paperstock
facilities provide furnish for the mills. Tenneco Packaging also has a
minority equity position in two recycled paperboard mills and one recycling
center and brokerage operation.
In July 1996, Tenneco Packaging exercised its early termination and purchase
options under the leases of the two mills located in Georgia and Wisconsin
discussed above, pursuant to which Tenneco Packaging has the right to purchase
the mills at an agreed cost of approximately $750 million in January 1997.
Tenneco Packaging has reached an agreement in principle pursuant to which
another lessor will acquire the mills directly from Tenneco's original lessor
and thereafter enter into a new lease with Tenneco Packaging. This agreement
is subject to the completion of definitive documentation and the consent of
the original lessor to allow the assignment of Tenneco Packaging's rights
under the purchase option. In the event this new lease transaction is not
consummated, Tenneco Packaging would be required to complete the purchase of
both mills.
Tenneco Packaging's Specialty Products Group operates six molded fiber
plants, one pressed paperboard plant and 23 disposable plastic and aluminum
packaging products plants in North America.
Internationally, Tenneco Packaging operates or has an ownership position in
15 locations. These include three folding carton operations, one corrugated
container plant and a wood products operation. Additionally, it also
manufactures plastics products at four locations, aluminum portion packs at
one facility, molded fiber products at two locations and protective packaging
at two locations.
TBS
TBS operates out of its headquarters in The Woodlands, Texas, as well as
offices in Evanston, Illinois, Newport News, Virginia and Houston, Texas.
The Company 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.
The Company is of the opinion that it and its subsidiaries have generally
satisfactory title to the properties owned and used in their respective
businesses, subject to liens for current taxes and easements, restrictions and
other liens which do not materially detract from the value of such property or
the interests therein or the use of such properties in their businesses.
ENVIRONMENTAL MATTERS
The Company estimates that its subsidiaries will make capital expenditures
for environmental matters of approximately $15 in 1996 and that capital
expenditures for environmental matters will be approximately $71 million in
the aggregate for the years 1996 through 2006.
For information regarding environmental matters, see "Legal Proceedings,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and Note 14, "Commitments and Contingencies," to the Combined
Financial Statements of the Company.
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LEGAL PROCEEDINGS
On August 2, 1993, the U.S. Department of Justice filed suit against Tenneco
Packaging Inc. in the Federal District Court for the Northern District of
Indiana, alleging that wastewater from Tenneco Packaging's molded fiber
products plant in Griffith, Indiana, interfered with or damaged the Town of
Griffith's municipal sewage pumping station on two occasions in 1991 and 1993,
resulting in discharges by the Town of Griffith of untreated wastewater into a
river. Tenneco Packaging and the Department of Justice have executed a consent
decree which has been lodged with the court and published for public notice
and comment. The Company believes that the resolution of this matter will not
have a material adverse effect on the financial condition or results of
operations of the Company and its subsidiaries.
In 1993 and 1995, the EPA issued notices of violation for particulate and
opacity violations at the three coal-fired boilers of the Rittman, Ohio
paperboard mill (owned by Tenneco Packaging until June 1996). Tenneco
Packaging filed responses disputing the alleged violations. Stack testing has
demonstrated Tenneco Packaging's compliance. In July 1996, Tenneco Packaging
received an EPA administrative compliant seeking a $126,997 penalty for
alleged emissions violations. Tenneco Packaging has filed its answer to the
complaint. The Company believes that the resolution of this matter will not
have a material adverse effect on the financial condition or results of
operations of the Company and its subsidiaries.
At July 1, 1996, the Company had been designated as a potentially
responsible party in 13 "Superfund" sites. With respect to its pro rata share
of the remediation costs of certain sites, the Company is fully indemnified by
third parties. With respect to certain other of these sites, the Company has
sought to resolve its liability through settlements which provide for payments
of the Company's allocable share of remediation costs. For the remaining
sites, the Company has estimated its share of the remediation costs to be
between $3 million and $23 million or .003% to .020% of the total remediation
costs for those sites and has provided reserves that it believes are adequate
for such costs. Because the clean-up costs are estimates and are subject to
revision as more information becomes available about the extent of remediation
required, the Company's estimate of its share of remediation costs could
change. Moreover, liability under the Comprehensive Environmental Response,
Compensation and Liability Act is joint and several, meaning that the Company
could be required to pay in excess of its pro rata share of remediation costs.
The Company's understanding of the financial strength of other potentially
responsible parties has been considered, where appropriate, in the Company's
determination of its estimated liability. The Company believes that the costs
associated with its current status as a potentially responsible party in the
Superfund or other waste sites referenced above will not be material to its
consolidated financial position or results of operations.
For additional information concerning environmental matters, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business and Properties" and the caption "Environmental Matters"
under Note 14, in the Combined Financial Statements of the Company.
The Company and its subsidiaries are parties to numerous other legal
proceedings arising from their operations. The Company believes that the
outcome of these other proceedings, individually and in the aggregate, will
have no material effect on the Company's combined financial condition or
results of operations.
76
<PAGE>
MANAGEMENT
BOARD OF DIRECTORS
Upon consummation of the Industrial Distribution, the Company Board will
consist of eleven members. Each director will serve for a term expiring at the
annual meeting of stockholders in the year indicated below and until his or
her successor shall have been elected and qualified. Pursuant to the
Certificate (as defined herein), the Company Board is divided into three
classes. Information concerning the individuals who will serve as directors of
the Company as of the Distribution Date is set forth below.
Term Expiring at the 1997 Annual Meeting of Stockholders (Class I)
MARK 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. and Case Corporation. Mr. Andrews
is 70 years old and has been a director of Tenneco since 1987. He has served
as a member of the Compensation and Benefits Committee and the Nominating and
Management Development Committee of Tenneco, and will serve as a member of the
Compensation and Benefits Committee and the Nominating and Management
Development Committee of the Company.
W. MICHAEL BLUMENTHAL has been a consultant to Lazard Freres & Co. L.L.C.,
an investment banking firm, since January 1995 and was a limited partner of
that firm from April 1990 through December 1994. Prior to that time he was
Chairman of Unisys Corporation, a manufacturer of business information
systems, and had been an executive officer of that company for more than five
years. He is also a director of Daimler-Benz InterServices (Debis) AG. Mr.
Blumenthal is 70 years old and has been a director of Tenneco since 1985. He
has served as a member and the Chairman of the Nomination and Management
Development Committee of Tenneco, and will serve as a member and the Chairman
of the Nomination and Management Development Committee of the Company.
BELTON K. JOHNSON is engaged in farming, ranching and investments and has
pursued such interest for more than five years. He is also a director of AT&T
Corp. Mr. Johnson is 66 years old and has been a director of Tenneco since
1979. He has served as a member of the Executive Committee and the
Compensation and Benefits Committee of Tenneco, and will serve as a member of
the Executive Committee and the Compensation and Benefits Committee of the
Company.
WILLIAM L. WEISS has been Chairman Emeritus of Ameritech Corporation, a
telecommunications and information services company, since 1994, formerly
serving as Chairman and Chief Executive Officer of that company for more than
five years. Mr. Weiss is a director of Abbott Laboratories, Inc., Merrill
Lynch & Co., Inc. and the Quaker Oats Company. Mr. Weiss is 67 years old and
has been a director of Tenneco since January 1994. He has served as a member
of the Audit Committee of Tenneco and will serve as a member of the Audit
Committee of the Company.
Term Expiring at the 1998 Annual Meeting of Stockholders (Class II)
M. KATHRYN 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 N.A. Ms. Eickhoff is 57 years old and has
been a director of Tenneco since 1987. She has served as a member of the
Executive Committee, Audit Committee and Nominating and Management Development
Committee of Tenneco, and will serve as a member of the Executive Committee,
Audit Committee and Nominating and Management Development Committee of the
Company. She previously served as a member of the Tenneco Board from 1982
until her resignation to join the Office of Management and Budget in 1985.
77
<PAGE>
PETER T. FLAWN is a former President of The University of Texas at Austin,
having served in such capacity for more than five years preceding his
retirement in 1985. He is also a director of National Instruments Corp.,
Harte-Hanks Communications, Inc., Global Marine Inc. and Input/Output, Inc.
Dr. Flawn is 70 years old and has been a director of Tenneco since 1980. He
has served as a member of the Executive Committee and is a member and the
Chairman of the Audit Committee of Tenneco, and will serve as a member of the
Executive Committee and as a member and Chairman of the Audit Committee of the
Company.
JOHN B. MCCOY is Chairman and Chief Executive Officer of Banc One
Corporation, a bank holding company, and has served in that position since
1987, prior to which he was President of that company from 1983. He is a
director of Cardinal Health, Inc., the Federal Home Loan Mortgage Corporation,
and Ameritech Corporation. He also serves on the advisory council of the
American Bankers Association. Mr. McCoy is 53 years old and has been a
director of Tenneco since 1992. He has served as a member of the Compensation
and Benefits Committee of Tenneco, and will serve as a member of the
Compensation and Benefits Committee of the Company.
DANA G. MEAD is Chairman and Chief Executive Officer of the Company 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 Alco Standard
Corporation, Baker Hughes Incorporated, Case Corporation and Textron Inc. Mr.
Mead is 60 years old and has been a director of Tenneco since April 1992. He
has served as a member and Chairman of the Executive Committee and an ex
officio member of the Audit, and Nominating and Management Development
Committees of Tenneco, and will serve as a member and Chairman of the
Executive Committee and as an ex officio member of the Audit and Nominating
and Management Development Committees of the Company.
Term Expiring at the 1999 Annual Meeting of Stockholders (Class III)
HENRY U. HARRIS, JR., since 1992, has been Vice Chairman Emeritus of Smith
Barney Inc., an investment banking firm, and for more than five years prior to
which he served as an executive officer of that firm. Mr. Harris is 69 years
old and has been a director of Tenneco since 1968. He has served as a member
of the Executive Committee, Audit Committee and the Nominating and Management
Development Committee of Tenneco, and will serve as a member of the Executive
Committee, Audit Committee and the Nominating and Management Development
Committee of the Company.
CLIFTON R. WHARTON, JR., served as Chairman and Chief Executive Officer of
Teachers Insurance and Annuity Association and the College Retirement Equities
Fund from 1987 to 1993 and as Deputy Secretary of State, U.S. Department of
State, from January to November of 1993. From 1978 to 1987 he served as
Chancellor of the State University of New York System. From 1970 to 1978 Mr.
Wharton served as President of Michigan State University. Prior to 1970 he
spent 22 years working in foreign economic and agricultural development in
Latin America and Southeast Asia for the Rockefeller family philanthropic
interests. He is also a director of the TIAA Board of Overseers, Ford Motor
Company, the New York Stock Exchange, Inc. and Harcourt General, Inc. Mr.
Wharton is 69 years old and has been a director of Tenneco since June 1994. He
has served as a member and Chairman of the Compensation and Benefits Committee
of Tenneco, and will serve as a member and Chairman of the Compensation and
Benefits Committee of the Company.
SIR DAVID PLASTOW is Chairman of the Medical Research Council, which
promotes and supports research and post-graduate training in the biomedical
and other sciences. He served as Chairman of Inchcape plc 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. Sir David
Plastow is 64 years old and has been a director of Tenneco since May 14, 1996.
He previously served as a member of the Tenneco Board from 1985 until his
resignation in 1992. He has served as a member of the Compensation and
Benefits Committee and Nominating and Management Development Committee of
Tenneco, and will serve as a member of the Compensation and Benefits Committee
and Nominating and Management Development Committee of the Company.
78
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the persons
who have served as executive officers of Tenneco and, upon consummation of the
Industrial Distribution, will serve as executive officers of the Company after
the Industrial Distribution. Each such person will be elected to the indicated
office with the Company in anticipation of the Industrial Distribution and
will serve at the discretion of the Company Board. Those persons who have been
officers and/or employees of Tenneco and/or Newport News will relinquish such
positions in connection with the Industrial Distribution.
<TABLE>
<CAPTION>
EFFECTIVE DATE OF TERM
NAME (AND AGE AT JULY AS EXECUTIVE OFFICER
31, 1996) OFFICES HELD* OF TENNECO
- --------------------- ------------- ----------------------
<S> <C> <C>
Dana G. Mead (60)....... Chairman May 1994
Chief Executive Officer February 1994
Director April 1992
Chairman of the Executive Committee February 1994
Member of the Executive Committee May 1992
Theodore R. Tetzlaff General Counsel July 1992
(51)...................
Robert T. Blakely (54).. Executive Vice President and Chief Financial July 1981
Officer
Stacy S. Dick (39)...... Executive Vice President January 1996
John J. Castellani (45). Senior Vice President--Government March 1995
Relations
Arthur H. House (54).... Senior Vice President--Corporate Affairs March 1995
Barry R. Schuman (55)... Senior Vice President--Human Resources March 1993
Kenneth D. Allen (57)... Vice President March 1987
David T. Ellis (43)..... Vice President--Environment, Health and July 1995
Safety
Ilene S. Gordon (43).... Vice President--Operations May 1994
Jack Lascar (42)........ Vice President--Investor Relations July 1994
Mark A. McCollum (37)... Vice President and Controller May 1995
Robert S. McKinney (54). Vice President and Chief Information Officer May 14, 1996
Thomas G. Oakley (43)... Vice President May 14, 1996
Karen R. Osar (47)...... Vice President and Treasurer January 1994
Robert G. Simpson (44).. Vice President--Tax May 1990
Stephen J. Smith (51)... Vice President--Human Resources July 1994
Karl A. Stewart (53).... Vice President May 1991
Secretary May 1986
R. A. Snell (54)........ President and Chief Executive Officer-- September 1993
Tenneco Automotive
Paul T. Stecko (51)..... President and Chief Executive Officer-- December 1993
Tenneco Packaging
</TABLE>
- --------
*Unless otherwise indicated, all offices held are with Tenneco.
Each of the executive officers of Tenneco has been continuously engaged in
the business of Tenneco, its subsidiaries, affiliates or predecessor companies
during the past five years except that: (i) from 1986 to 1992, Dana G. Mead
was employed by International Paper Co., last serving in the capacity of
Executive Vice President; (ii) Theodore R. Tetzlaff has been a partner in the
law firm of Jenner & Block, Chicago, for more than five years; (iii) from 1985
to 1992, Stacy S. Dick was employed by The First Boston Corporation, last
serving in the capacity of Managing Director and from August 1992 to January
1996 he served as Senior Vice President--Strategy of Tenneco; (iv) from 1980
to 1992, John J. Castellani was employed by TRW Inc., last serving in the
capacity of Vice President of Government Relations and from August 1992 to
March 1995 he served as Vice President--Government Relations of Tenneco; (v)
from 1988 until his employment by Tenneco in 1992, Barry
79
<PAGE>
R. Schuman was employed by Union Pacific Railroad Company, last serving in the
capacity of Vice President of Human Resources; (vi) from 1990 until 1992,
Arthur H. House served as Vice President, Corporate Communications of Aetna
Life & Casualty Company; from June 1992 until March 1995, he served as Vice
President--Corporate Affairs of Tenneco; (vii) from 1990 to May 1996, Robert
S. McKinney was chief information officer and a member of the board of
directors of Paine Webber; (viii) from 1975 to 1994, Karen R. Osar was
employed by J.P. Morgan & Co., Inc., last serving in the capacity of Managing
Director--Corporate Finance Group; (ix) from 1980 to 1994, Mark A. McCollum
was employed by Arthur Andersen LLP, last serving as an Audit Partner and from
January 1995 to May 1995 he served as Vice President--Financial Analysis and
Planning of Tenneco; and (x) from 1977 to 1993, Paul T. Stecko was employed by
International Paper Co., last serving as Vice President and General Manager of
Publications Papers, Bristols and Converting Papers.
STOCK OWNERSHIP OF MANAGEMENT
Set forth below is the ownership as of July 31, 1996 (without giving effect
to the Transaction) of the number of shares and percentage of Tenneco Common
Stock beneficially owned by (i) each director of the Company, (ii) each of the
executive officers of the Company whose names are set forth on the Summary
Compensation Table and (iii) all executive officers and directors of the
Company.
<TABLE>
<CAPTION>
PERCENT OF
SHARES OF TENNECO COMMON TENNECO COMMON
DIRECTORS STOCK OWNED(A)(B) STOCK OUTSTANDING
--------- ------------------------ -----------------
<S> <C> <C>
Mark Andrews.................. 5,398 (c)
W. Michael Blumenthal......... 3,536 (c)
M. Kathryn Eickhoff........... 3,680 (c)
Peter T. Flawn................ 3,850 (c)
Henry U. Harris, Jr........... 15,255 (c)
Belton K. Johnson............. 6,111 (c)
John B. McCoy................. 2,850 (c)
Dana G. Mead.................. 199,284 (c)
Sir David Plastow............. 2,100 (c)
William L. Weiss.............. 4,850 (c)
Clifton R. Wharton, Jr........ 2,350 (c)
<CAPTION>
EXECUTIVE OFFICERS
------------------
<S> <C> <C>
Theodore R. Tetzlaff.......... 33,637 (c)
Robert T. Blakely............. 55,185 (c)
Stacy S. Dick................. 19,292 (c)
Paul T. Stecko................ 28,137 (c)
All executive officers and
directors as a group......... 684,162(d) (c)
</TABLE>
- --------
(a) Each director and executive officer has sole voting and investment power
over the shares beneficially owned (or has the right to acquire shares as
set forth in note (b) below) as set forth in this column, except for (i)
shares that are held in trust for each director and executive officer
under Tenneco's restricted stock plans and (ii) shares that executive
officers of the Company have the right to acquire pursuant to Tenneco's
stock option plans. It is anticipated that all restricted stock held by
employees (including executive officers) will be vested prior to the
consummation of the Distributions except that a small number of TBS
employees will be given cash in lieu of vesting of their restricted stock.
It is also anticipated that restricted stock held by directors will be
vested prior to the consummation of the Distributions, and the directors
will be paid an amount in cash to defray taxes incurred on such vesting.
As described in footnote (f) to the Option Grant Table, it is anticipated
that Tenneco options held by Company employees will be replaced by options
to acquire Company Common Stock upon consummation of the Industrial
Distribution.
80
<PAGE>
(b) Includes shares that are: (i) held in trust under Tenneco's restricted
stock plans; at July 31, 1996, Messrs. Mead, Tetzlaff, Blakely, Dick, and
Stecko held 24,500; 15,000; 7,775; 7,000; and 5,000 restricted shares,
respectively; and (ii) subject to options, which were granted under
Tenneco's stock option plans, and are exercisable at July 31, 1996 or
within 60 days of said date, for Messrs. Mead, Tetzlaff, Blakely, Dick,
and Stecko to purchase 133,335; 16,667; 16,259; 12,667; and 18,667 shares,
respectively.
(c) Less than one percent.
(d) Includes 278,015 shares of Tenneco Common Stock that are subject to
options that are exercisable by all executive officers of the Company as a
group, and includes 217,020 shares that are held in trust under the
Tenneco restricted stock plans, for all executive officers and directors
of the Company as a group.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company Board will establish four standing committees as permitted by
the By-laws, which will have the following described responsibilities and
authority:
The Audit Committee will have the responsibility, among other things, to (i)
recommend the selection of the Company's independent public accountants, (ii)
review and approve the scope of the independent public accountants' audit
activity and extent of non-audit services, (iii) review with management and
such independent public accountants the adequacy of the Company's basic
accounting system and the effectiveness of the Company's internal audit plan
and activities, (iv) review with management and the independent public
accountants the Company's certified financial statements and exercise general
oversight of the Company's financial reporting process and (v) review with the
Company litigation and other legal matters that may affect the Company's
financial condition and monitor compliance with the Company's business ethics
and other policies.
The Compensation and Benefits Committee will have the responsibility, among
other things, to (i) establish the salary rate of officers and employees of
the Company and its subsidiaries, (ii) examine periodically the compensation
structure of the Company and (iii) supervise the welfare and pension plans and
compensation plans of the Company.
The Nominating and Management Development Committee will have the
responsibility, among other things, to (i) review possible candidates for
election to the Company Board and recommend a slate of nominees for election
as directors at the Company's annual stockholders' meeting, (ii) review the
function and composition of the other committees of the Company Board and
recommend membership on such committees and (iii) review the qualifications
and recommend candidates for election as officers of the Company.
Other than matters assigned to the Compensation and Benefits Committee, the
Executive Committee will have, during the interval between the meetings of the
Company Board, the authority to exercise all the powers of the Company Board
that may be delegated legally to it by the Company Board in the management and
direction of the business and affairs of the Company.
EXECUTIVE COMPENSATION
Prior to the Industrial Distribution, the Industrial Business was owned and
operated by Tenneco through its direct and indirect subsidiaries and as such,
the management of the Company has been employed by Tenneco and its direct and
indirect subsidiaries. The following table sets forth the remuneration paid by
Tenneco and/or its direct and indirect subsidiaries (i) to the Chairman of the
Board and Chief Executive Officer of the Company and (ii) to each of the four
key executive officers expected to be the most highly compensated executive
officers of the Company, other than the Chief Executive Officer, whose salary
and bonus exceeded $100,000, for the years indicated in connection with his
position with Tenneco:
81
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------------
RESTRICTED
NAME AND OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY(A) BONUS COMPENSATION(B) AWARDS(C) OPTIONS COMPENSATION(D)
- ------------------ ---- --------- -------- --------------- ---------- ------- --------------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dana G. Mead 1995 $957,375 $800,000 $143,970 -- 100,000(e) $149,972(f)
Chairman and Chief 1994 $878,177 $900,000 $149,110 $647,256 100,000 $142,966
Executive Officer 1993 $664,839 $700,000 $ 60,007 $582,813 50,000 $ 93,979
Theodore R. Tetzlaff 1995 $400,000 $350,000 $ 14,400 -- 18,000(e) -- (f)
General Counsel 1994 $400,000 $300,000 $ 307 $539,380 16,000 --
1993 $350,000 $250,000 -- $243,440 -- --
Robert T. Blakely 1995 $422,760 $230,000 $ 33,684 -- 16,000 $ 44,570
Executive Vice President 1994 $407,640 $230,000 $ 10,704 $230,585 15,675 $ 44,144
and Chief Financial 1993 $393,846 $200,000 $ 11,288 $163,188 -- $ 49,616
Officer
Stacy S. Dick 1995 $377,736 $280,000 $ 31,317 -- 14,000 $ 31,432
Executive Vice President 1994 $343,560 $235,000 $ 582 $215,752 12,000 $ 24,926
1993 $325,214 $200,000 $ 95,392 $139,875 -- $ 23,744
Paul T. Stecko 1995 $381,545 $300,000 $ 21,027 -- 24,000 $ 31,974
President and Chief 1994 $320,004 $200,000 $200,724 $269,690 16,000 $ 30,605
Executive Officer 1993 $ 23,188 $500,000 -- -- -- --
Tenneco Packaging
</TABLE>
- --------
(a) Includes base salary plus amounts paid in lieu of Tenneco matching
contributions to the Tenneco Thrift Plan.
(b) Includes amounts attributable to (i) the value of personal benefits
provided by Tenneco to its executive officers, which have an aggregate
value in excess of $50,000, such as the personal use of Tenneco owned
property, membership dues, and assistance provided to such person with
regard to financial, tax and estate planning, (ii) reimbursement for taxes
and (iii) amounts paid as dividend equivalents on performance share
equivalent units ("Dividend Equivalents"). The amount of each such
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 was as
follows: During 1995: $38,984 for use of Tenneco owned property, $29,750
for financial planning services, $28,706 for reimbursement for taxes, and
$40,000 in Dividend Equivalents paid to Mr. Mead; $4,437, $16,917 and
$1,827 for reimbursement for taxes and $14,400, $14,400 and $19,200 in
Dividend Equivalents for Messrs. Blakely, Dick, and Stecko, respectively;
and $14,400 in Dividend Equivalents paid to Mr. Tetzlaff; During 1994:
$57,540 for use of Tenneco owned property and $50,606 for reimbursement
for taxes for Mr. Mead; $100,794 in relocation expenses and $59,954 in
reimbursement for taxes for Mr. Stecko; and $307, $582, and $582 for
reimbursement for taxes for Messrs. Tetzlaff, Blakely, and Dick,
respectively; During 1993: $34,832 for use of Tenneco owned property,
$19,950 for financial planning services and $824 for reimbursement for
taxes for Mr. Mead; $823 for reimbursement for taxes for Mr. Blakely; and
$50,000 in relocation expenses and $35,266 for reimbursement for taxes for
Mr. Dick.
(c) Includes the dollar value of grants of restricted stock made pursuant to
Tenneco's restricted stock plans based on the price of Tenneco Common
Stock on the date of grant. At December 31, 1995, Messrs. Mead, Tetzlaff,
Blakely, Dick and Stecko held 49,500; 24,000; 20,280; 31,000; and 17,000
restricted shares and/or performance share equivalent units, respectively,
under such plans. The value at December 31, 1995 (based on a per share
price of $49.625 on that date) of all restricted shares and/or performance
share equivalent units held was $2,456,438 for Mr. Mead; $1,191,000 for
Mr. Tetzlaff; $1,006,395 for Mr. Blakely;
82
<PAGE>
$1,538,375 for Mr. Dick; and $843,625 for Mr. Stecko. Dividends/Dividend
Equivalents will be paid on the restricted shares and performance share
equivalent units held by each individual.
(d) Includes amounts attributable during 1995 to benefit plans of Tenneco as
follows:
(i) The amounts contributed pursuant to the Tenneco Thrift Plan for the
accounts of Messrs. Mead, Blakely, Dick, and Stecko were $4,625;
$9,240; $4,626; and $6,000, respectively.
(ii) The amounts accrued under the Tenneco Inc. Deferred Compensation Plan,
together with adjustments based upon changes in the Consumer Price
Index for All Urban Households, as computed by the Bureau of Labor
Statistics, for Messrs. Mead, Blakely, Dick, and Stecko were $108,405;
$32,167; $23,764; and $23,132, respectively.
(iii) Amounts imputed as income for federal income tax purposes under
Tenneco's group life insurance plan for Messrs. Mead, Blakely, Dick,
and Stecko were $36,942; $3,163; $3,041; and $2,842, respectively.
(e) In addition to the options granted by Tenneco in 1995, Messrs. Mead and
Tetzlaff, each in his capacity as a director of Case Corporation (an
affiliate of Tenneco during 1995) ("Case"), was granted an option by Case
to acquire 1,000 shares of Case common stock. Information on terms of
Tenneco options and the Case options is set forth in "Option Grants in
1995."
(f) As directors of Case, Messrs. Mead and Tetzlaff each received a director's
fee of $20,000 and meeting attendance fees of $4,000. In addition, Mr.
Tetzlaff received from Case an additional $3,000 for attendance at the
Case Compensation Committee meetings. Messrs. Mead and Tetzlaff elected to
receive their director fees in common stock of Case. The amounts in the
above table do not include the payments from Case.
OPTION GRANTS IN 1995
The following table sets forth the number of options to acquire Tenneco
Common Stock that were granted by Tenneco during 1995 to the persons named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(D)
--------------------------------------------------------- ---------------------
% OF TOTAL EXERCISE
OPTIONS OR BASE
OPTIONS GRANTED GRANTED TO PRICE
(NO. OF EMPLOYEES PER
NAME SHARES)(A)(B)(F) IN FISCAL YEAR SHARE(C) EXPIRATION DATE 5% 10%
- ---- ---------------- -------------- -------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Dana G. Mead............ 100,000(e) 6.7% $42.875 January 10, 2005 $2,696,000 $6,833,000
Theodore R. Tetzlaff.... 18,500(e) 1.2% $42.875 January 10, 2005 $ 485,280 $1,229,940
Robert T. Blakely....... 16,000 1.1% $42.875 January 10, 2005 $ 431,360 $1,093,280
Stacy S. Dick........... 14,000 .9% $42.875 January 10, 2005 $ 377,440 $ 956,620
Paul T. Stecko.......... 24,000 1.6% $42.875 January 10, 2005 $ 647,040 $1,639,920
</TABLE>
- --------
(a) The options reported in this column and in the Summary Compensation Table
consist of non-qualified options. The options become exercisable at the
rate of one-third per year on January 10 of 1996, 1997 and 1998,
respectively. As described in footnote (f) below, it is anticipated that
Tenneco options held by Company employees will be replaced by options to
acquire Company Common Stock upon consummation of the Industrial
Distribution.
(b) These options provide that a grantee who delivers shares of Tenneco Common
Stock to pay the option exercise price will be granted, upon such delivery
and without further action by Tenneco, an additional option to purchase
the number of shares so delivered. These "reload" options are granted at
100% of the fair market value (as defined in the plan) on the date they
are granted, become exercisable six months from that date and expire
coincident with the options they replace. Grantees are limited to 10
reload options and the automatic grant of such reload options is limited
to twice during any one calendar year.
83
<PAGE>
(c) All options were granted at 100% of the fair market value on the date of
grant.
(d) The dollar amounts under these columns are the result of calculations for
the period from the date of grant to the expiration of the option at the
5% and 10% annual appreciation rates set by the SEC and, therefore, are
not intended to forecast possible future appreciation, if any, in the
price of Tenneco Common Stock. No gain to the optionee is possible without
an increase in price of the underlying stock. In order to realize the
potential values set forth in the 5% and 10% columns of this table, the
per share price of Tenneco Common Stock would be $69.84 and $111.21,
respectively, or 63% and 160%, respectively, above the exercise or base
price. As described in footnote (f) below, however, it is anticipated that
options to acquire Tenneco Common Stock held by Company employees will be
replaced by options to acquire Company Common Stock upon consummation of
the Industrial Distribution.
(e) In addition, Messrs. Mead and Tetzlaff, each in his capacity as a director
of Case, were granted an option to purchase 1,000 shares of Case common
stock at a purchase of $21.125 per share. These options, which are each
less than 1% of the total options granted by Case to employees in 1995,
become exercisable on January 1, 1998 and expire January 1, 2005. The
potential realizable value, calculated for the period from the date of
grant to the expiration of the respective option, at 5% and 10% assumed
annual rates of stock price appreciation for the term of the options would
be $13,285 and $33,665, respectively. In order to realize these potential
values, the per share price of the Case common stock would be $34.41 and
$54.79, respectively, or 63% and 160%, respectively, above the exercise or
base price. The 5% and 10% annual appreciation rates are not intended to
forecast possible future appreciation, if any, in the price of Case common
stock. No gain to the optionee is possible without an increase in the
price of the Case common stock.
(f) All Tenneco stock options held by employees of the Company will be
cancelled as of the Industrial Distribution. The Company has adopted a
plan (the "Company Stock Ownership Plan") which is substantially similar
to the 1994 Tenneco Inc. Stock Ownership Plan. Prior to the Industrial
Distribution, Tenneco will have approved the Company Stock Ownership Plan
as the sole shareholder of the Company. Options will be granted under the
Company Stock Ownership Plan as of the Distribution Date to all employees
of the Company who formerly held Tenneco options. Each such employee will
receive options of the Company under which the excess of the fair market
value of the shares subject to the options immediately after the grant
over the aggregate option price is not more than the excess of the
aggregate fair market value of all Tenneco shares subject to his or her
Tenneco stock options immediately before such cancellation over the
aggregate option price under such Tenneco options. The terms of the
Company options will be the same as if the Tenneco options had remained
outstanding except to the extent that the Company Stock Ownership Plan
reflects legal changes adopted after the Tenneco options were granted.
These options provide that a grantee who delivers shares of Company Common
Stock to pay the option exercise price will be granted, upon such delivery
and without further action by the Company, an additional option to
purchase the number of shares so delivered. These "reload" options are
granted at 100% of the fair market value (as defined in the Company Stock
Ownership Plan) on the date they are granted, become exercisable six
months from that date and expire at the same time as the options they
replace. Grantees are limited to 10 reload options and automatic grant of
such reload options is limited to twice during any one calendar year.
OPTIONS EXERCISED IN 1995 AND 1995 YEAR-END VALUES
The following table sets forth the number of options to acquire Tenneco
Common Stock held, as of December 31, 1995, by the persons named in the
Summary Compensation Table. No options to acquire shares of Tenneco Common
Stock were exercised during 1995.
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<TABLE>
<CAPTION>
TOTAL NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS HELD
AT DECEMBER 31, 1995(A) AT DECEMBER 31, 1995(A)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Dana G. Mead................ 66,667 183,333 $31,233 $690,617
Theodore R. Tetzlaff........ 5,334 28,666 -- $121,500
Robert T. Blakely........... 5,700 26,450 $ 4,038 $108,000
Stacy S. Dick............... 4,000 22,000 -- $ 94,500
Paul T. Stecko.............. 5,344 34,666 -- $162,000
</TABLE>
- --------
(a) As described in footnote (f) to the Option Grant Table, the options to
acquire Tenneco Common Stock will be replaced by options to acquire
Company Common Stock.
LONG-TERM INCENTIVE PLANS
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN LAST FISCAL YEAR
The following table sets forth information concerning performance based
awards made to the persons named in the Summary Compensation Table during 1995
by Tenneco.
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERIOD NON-STOCK PRICE BASED PLANS(A)
SHARES, UNTIL ---------------------------------
UNITS OR MATURATION
OTHER OR
NAME RIGHTS(B) PAYOUT(C) THRESHOLD(D) TARGET(D) MAXIMUM(D)
- ---- --------- ----------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Dana G. Mead............ 25,000 4 years -- 12,500 25,000
Theodore R. Tetzlaff.... 9,000 4 years -- 4,500 9,000
Robert T. Blakely....... 9,000 4 years -- 4,500 9,000
Stacy S. Dick........... 9,000 4 years -- 4,500 9,000
Paul T. Stecko.......... 12,000 4 years -- 6,000 12,000
</TABLE>
- --------
(a) Estimated Future Payouts are based on earnings per share ("EPS") from
continuing operations as shown in the record of progress included in the
published financial statements of Tenneco. Earnings per share for 1995
were $4.16 and represent achievement of 25% of the performance goal
applicable to this award. Messrs. Mead, Tetzlaff, Blakely, Dick, and
Stecko each were provisionally credited with 100% of their performance
goal for 1995 and 6,250; 2,250; 2,250; 2,250; and 3,000 shares were
credited to their respective Plan accounts, subject to adjustment, for
payout at the end of the performance cycle.
(b) 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.
(c) Performance share equivalent units are earned at the rate of 25% per year
based on achievement of annual EPS goals. However, it is anticipated that
prior to the consummation of the Industrial Distribution the conditions to
issuance of all shares of Tenneco Common Stock underlying the performance
share unit equivalent awards will be waived and the maximum number of
shares of Tenneco Common Stock subject thereto will be issued.
(d) 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.
The following table sets forth the aggregate estimated annual benefits
payable upon normal retirement pursuant to the Tenneco Retirement Plan, the
Tenneco Inc. Benefit Equalization Plan (the "Tenneco Benefit Equalization
Plan"), and the Tenneco Inc. Supplemental Executive Retirement Plan (the
"Tenneco Supplemental Executive Retirement Plan") to persons in specified
remuneration and years of credited participation classifications, each of
which plans were assumed by the Company pursuant to the Benefits
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Agreement. Under the Distribution Agreement and the Benefits Agreement, the
Company will continue to sponsor those plans, but all other entities will cease
to sponsor them, and the benefits that the employees of such entities have
accrued under those plans will be frozen.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 350,000 $ 82,500 $110,000 $137,500 $ 165,000 $ 192,500
400,000 94,300 125,700 157,100 188,600 220,000
450,000 106,100 141,400 176,800 212,100 247,500
500,000 117,900 157,100 196,400 235,700 275,000
550,000 129,600 172,900 216,100 259,300 302,500
600,000 141,400 188,600 235,700 282,900 330,000
650,000 153,200 204,300 255,400 306,400 357,000
700,000 165,000 220,000 275,000 330,000 365,000
750,000 176,800 235,700 294,600 353,600 412,500
800,000 188,600 251,400 314,300 377,100 440,000
850,000 200,400 267,100 333,900 400,700 467,500
900,000 212,100 282,900 353,600 424,300 495,000
950,000 223,900 298,600 373,200 447,900 522,500
1,000,000 235,700 314,300 392,900 471,400 550,000
1,100,000 259,300 345,700 432,100 518,600 605,000
1,200,000 282,900 377,100 471,400 565,700 660,000
1,300,000 306,400 408,600 510,700 612,900 715,000
1,400,000 330,000 440,000 550,000 660,000 770,000
1,500,000 353,600 471,400 589,300 707,100 825,000
1,600,000 377,100 502,900 628,600 754,300 880,000
1,700,000 400,700 534,300 667,900 801,400 935,000
1,800,000 424,300 565,700 707,100 848,600 990,000
1,900,000 447,900 597,100 746,400 895,700 1,045,000
2,000,000 471,400 628,600 785,700 942,900 1,100,000
2,100,000 495,000 660,000 825,000 990,000 1,155,000
2,200,000 518,600 691,400 864,300 1,037,100 1,210,000
</TABLE>
The benefits set forth above are computed as a straight life annuity and are
based on years of credited participation in the Retirement Plan and the
employee's average base salary during the final five years of credited
participation in the Plan; such benefits are not subject to any deduction for
Social Security or other offset amounts. The years of credited participation
under the Retirement Plan (or any supplemental plan) For Messrs. Mead, Blakely,
Dick and Stecko are 3, 14, 3 and 2, respectively. (See the paragraph below for
additional information relating to Messrs. Mead, Dick and Stecko; and the
"Summary Compensation Table" for salary and bonus information for Messrs. Mead,
Blakely, Dick and Stecko).
Pursuant to employment agreements with Messrs. Mead, Dick and Stecko
described under the heading "Employment Contracts and Termination of Employment
and Change-in-Control Arrangement" the Company has agreed to pay Messrs. Mead,
Dick and Stecko such supplemental payments (in addition to any benefits payable
under the Company's qualified and non-qualified pension plans) as may be
necessary to make each person's total payments equal to the amount each would
have received had he continued to be covered under pension plans maintained by
his former employer (based on his credited service with the Company plus 14.6,
15 and 17 years, respectively, of credited service with each person's former
employer, and on the compensation received from the Company as salary and
bonuses).
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<PAGE>
The Company provides Mr. Tetzlaff with an individual pension benefit. The
benefit is based on Mr. Tetzlaff's salary and bonus and also provides for
guaranteed graduated minimum annual benefits of $100,000 beginning in 1998,
$200,000 per year beginning in 2003 and $300,000 per year beginning in 2008
(See "Summary Compensation Table" for salary and bonus information on Mr.
Tetzlaff).
COMPENSATION OF DIRECTORS
Following the Industrial Distribution, all directors who are not also
officers of the Company or its subsidiaries will each be paid a director's fee
of $32,000 per annum and receive 300 restricted shares of Company Common Stock
(discussed below) and each will be paid an attendance fee of $1,500 plus
expenses for each meeting of the Company Board attended. Each director who
serves as a Chairman of the Audit, Compensation and Benefits, or Nominating
and Management Development Committees of the Company Board will be paid an
additional fee of $7,000 per Chairmanship, and directors who serve as members
of such committees will be paid an additional fee of $4,000 per committee
membership. Members of the Executive Committee will receive an additional
$1,500 attendance fee plus expenses for each meeting of that committee
attended. Payment of all or a portion of such fees, together with interest and
an adjustment based upon changes in the Consumer Price Index For All Urban
Households as computed by the Bureau of Labor Statistics, may be deferred at
the election of the director until the earliest of (i) the year next following
the date upon which he or she ceases to be a director of the Company or (ii)
the year selected by the director for commencement of payment of the deferred
amount. The foregoing compensation structures and amounts are the same as
currently apply to the Tenneco Board.
During 1995, Tenneco had a retirement plan for directors who are not also
officers of the Company which provided retirement payments based on years of
service and the aggregate amount of director and committee fees being received
at the time of retirement. Prior to the Industrial Distribution, Tenneco
eliminated this retirement plan, and increased the amount of restricted stock
each director will receive each year in conjunction with their annual
directors' fees. Messrs. Flawn, Harris and Johnson are vested under this prior
retirement plan and, therefore, have the option to continue under such plan
and to receive monthly payments upon retirement. This plan will be assumed by
the Company.
Directors who are not also officers of the Company will receive annually 300
restricted shares of Company Common Stock. Such restricted shares may not be
sold, transferred, assigned, pledged or otherwise encumbered and are subject
to forfeiture should the director cease to serve on the Company Board prior to
the expiration of the restricted period that ends upon such director's normal
retirement from the Company Board, unless such director is disabled, dies, or
the Compensation and Benefits Committee of the Company Board, at its
discretion, determines otherwise. During such restricted period, holders of
restricted shares are entitled to vote the shares and receive dividends.
It is anticipated that restricted shares of Tenneco Common Stock held by
directors will be vested prior to the consummation of the Distributions, and
the directors will be paid an amount in cash to defray taxes incurred on such
vesting.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Tenneco has an employment agreement and a supplemental pension agreement
with Mr. Mead which will be continued by the Company providing for the payment
to Mr. Mead of a salary of not less than $575,000 per year (with such
increases as determined by the Compensation and Benefits Committee of the
Company Board) and the supplemental pension payments described above. Also,
the Company has agreed that in the event Mr. Mead's employment is terminated
for any reason other than for cause, death or permanent disability, the
Company will pay to Mr. Mead an amount equal to three times his annual salary
plus $300,000.
Tenneco also has an employment agreement with Mr. Dick which will also be
continued by the Company providing for the payment to Mr. Dick of a salary of
not less than $325,000 per year (with such increases as
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<PAGE>
determined by the Compensation and Benefits Committee of the Company Board).
Also, the Company has agreed that in the event Mr. Dick's employment is
terminated for any reason other than for cause, death or permanent disability,
the Company will pay to Mr. Dick an amount equal to his annual salary.
The Company has an employment agreement with Mr. Stecko which will also be
continued by the Company providing for the payment to Mr. Stecko of a salary
of not less than $320,000 per year (with such increases as determined by the
Compensation and Benefits Committee of the Company Board). Mr. Stecko is
entitled to reimbursement for the cost of financial and estate planning up to
$20,000 per year and to be provided a country club membership related to his
performance as President and CEO of Tenneco Packaging. The Company has also
agreed that, in the event Mr. Stecko's employment is terminated for any reason
other than for cause, death or permanent disability, the Company will pay to
Mr. Stecko an amount equal to three times his base salary and will purchase
his home in accordance with the Company's home purchase program. Additionally,
in the event Mr. Stecko's employment is terminated within 3 years of the date
of a change in control of Tenneco Packaging, the Company will pay Mr. Stecko
an amount equal to three times his base salary. The Transaction is not deemed
to constitute a change in control of Tenneco Packaging under Mr. Stecko's
employment agreement.
The Company will succeed to sponsorship of the Tenneco Benefits Protection
Program (the "Tenneco Benefits Protection Program") established by Tenneco to
enable the Company 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 the Company (as
such term is defined in the Tenneco Benefits Protection Program). The Tenneco
Benefits Protection Program is designed to achieve this purpose through (i)
the establishment of a severance plan for the benefit of certain employees and
officers whose position is terminated under certain circumstances following
such Change-in-Control and (ii) the establishment of a trust fund designed to
ensure the payment of benefits accrued under certain plans. Under the Tenneco
Benefits Protection Program, Messrs. Mead, Tetzlaff, Blakely, Dick and Stecko
would have become entitled to receive payments from the Company in the amount
of $5,175,000; $2,151,000; $1,860,000; $1,839,000; and $1,980,000,
respectively, had their position been terminated on December 31, 1995, and, in
addition, restricted shares held in the name of such individuals under
Tenneco's restricted stock plans would have automatically reverted to Tenneco,
and Tenneco would have been obliged to pay such individuals the fair market
value thereof all as provided by such plans. The performance share equivalent
units would also have been fully vested and paid. The Transaction is not
deemed to constitute a "Change in Control" for purposes of the Tenneco
Benefits Protection Program.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During 1995 Tenneco and its subsidiaries paid the law firm of Jenner &
Block, of which Theodore R. Tetzlaff, General Counsel of Tenneco, is a
partner, approximately $9.4 million for legal services (pursuant to an
agreement with Tenneco, Mr. Tetzlaff has agreed to devote whatever time is
necessary to attend to the responsibilities of General Counsel of Tenneco, and
will not receive from Jenner & Block any part of the fees paid by Tenneco to
that firm during such period he serves as General Counsel); and paid the firm
Eickhoff Economics, Inc., of which Ms. Eickhoff is the sole owner,
approximately $31,000 for financial consulting services. All such transactions
discussed above were in the ordinary course of business.
Tenneco and certain of its subsidiaries held, as of December 31, 1995,
approximately 21% of the outstanding common stock of Case, of which Mr. Mead
is a director. During 1995, Tenneco received payments from Case of
approximately $8.6 million in fixed charges for administrative and other
services provided to Case by Tenneco and its subsidiaries. Additionally, a
subsidiary of Tenneco paid Case approximately $11.8 million for retail
receivable services. The fee for such services is based on the amount of
outstanding receivables. Tenneco and Case have an agreement which provides for
the allocation of obligations for income and franchise taxes with respect to
Case and its subsidiaries for years preceding the 1994 reorganization and
public offering of Case common stock.
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<PAGE>
During fiscal year 1995, Barry R. Schuman and Karl A. Stewart, executive
officers of Tenneco, each were indebted to Tenneco. The largest aggregate
amount outstanding during 1995 for each of Messrs. Schuman and Stewart was
approximately $401,000 and, as of February 29, 1996, approximately $403,000
was outstanding. Such indebtedness was incurred in connection with relocation
of such persons and all amounts outstanding are secured by a subordinated
mortgage note which accrues interest at the rate of 3% per year on the unpaid
balance and matures at the earlier of the individual's termination of
employment or the year 2026. Principal is payable in full at maturity and the
payment of interest has been deferred for 1995.
Transactions involving Mr. McCoy are set out below under the caption
"Compensation Committee Interlocks and Insider Participation."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Andrews, Johnson, McCoy and Wharton are members of the Compensation
and Benefits Committee of the Tenneco Board and each will serve as members of
the Compensation and Benefits Committee of the Company Board.
During 1995, an investment fund, of which a subsidiary of Tenneco owns 50%,
paid approximately $558,000 to a subsidiary of Banc One Corporation, of which
Mr. McCoy is a director and an executive officer, under a line of credit in an
amount of approximately $10 million under which approximately $9.4 million is
outstanding. Such line of credit is guaranteed 80% by a subsidiary of Tenneco
and is due to mature in 1997. All such transactions involving Banc One
Corporation were in the ordinary course of business.
BENEFIT PLANS FOLLOWING THE INDUSTRIAL DISTRIBUTION
As described above, the Company will succeed to sponsorship of two plans
qualified under Section 401(a) of the Code: the Tenneco Retirement Plan and
the Tenneco Thrift Plan. The Tenneco Retirement Plan is a defined benefit
pension plan. The Tenneco Thrift Plan is a 401(k) plan with an employer
matching contribution. The Company will also succeed to sponsorship of the
Tenneco Supplemental Executive Retirement Plan and Tenneco Benefit
Equalization Plan, both of which are non-qualified plans designed to provide
covered individuals with benefits which they would receive under the Tenneco
Retirement Plan absent legal limitations. The Company will also succeed to
sponsorship of the Tenneco Benefits Protection Program as well as the Tenneco
Inc. Deferred Compensation Plan and 1993 Deferred Compensation Plan, both of
which are non-qualified deferred compensation plans.
Prior to the consummation of the Industrial Distribution, the Company will
adopt the Company Stock Ownership Plan, which will be approved by Tenneco as
the sole stockholder of the Company. The Company Stock Ownership Plan will be
substantially similar to the Tenneco Inc. 1994 Stock Ownership Plan and will
provide for the grant of stock options, restricted stock, performance shares
and other forms of awards. The Company will adopt, and Tenneco will approve as
its sole stockholder, an employee stock purchase plan which will be
substantially similar to the Tenneco employee stock purchase plan.
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DESCRIPTION OF CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
Prior to the Distribution Date, the Company Board and Tenneco, as sole
stockholder of the Company, will approve and adopt the Company's Restated
Certificate of Incorporation (the "Certificate"), and Tenneco, as sole
stockholder of the Company, will approve and adopt the Amended and Restated
By-laws of the Company (the "By-laws"). Under the Certificate, the Company's
authorized capital stock will consist of 350,000,000 shares of Company Common
Stock and 50,000,000 shares of Preferred Stock, par value $.01 per share
("Company Preferred Stock"). In addition, it is anticipated that the Company
Board will adopt resolutions pursuant to the Certificate designating 3,500,000
shares of Company Preferred Stock as Series A Participating Junior Preferred
Stock, par value $.01 per share, of the Company ("Company Junior Preferred
Stock") and reserving 3,500,000 shares of Company Junior Preferred Stock for
issuance in connection with the Rights to be issued in connection with the
Industrial Distribution. No Company Preferred Stock will be issued in the
Industrial Distribution. Based on the number of shares of Tenneco outstanding
on July 31, 1996, up to approximately 170,644,461 shares of Company Common
Stock will be issued in the Industrial Distribution.
COMPANY COMMON STOCK
The holders of Company Common Stock will be entitled to one vote for each
share on all matters on which stockholders generally are entitled to vote, and
except as otherwise required by law or provided in any resolution adopted by
the Company Board with respect to any series of Company Preferred Stock, the
holders of Company Common Stock will possess 100% of the voting power. The
Certificate does not provide for cumulative voting.
Subject to the preferential rights of any outstanding Company Preferred
Stock which may be created by the Company Board under the Certificate, the
holders of Company Common Stock will be entitled to such dividends as may be
declared from time to time by the Company Board and paid from funds legally
available therefor, and the holders of Company Common Stock will be entitled
to receive pro rata all assets of the Company available for distribution upon
liquidation. All shares of Company Common Stock received in the Industrial
Distribution will be fully paid and nonassessable, and the holders thereof
will not have any preemptive rights.
There is no established public trading market for Company Common Stock,
although a "when issued" market is expected to develop prior to the
Distribution Date. On , 1996, the New York Stock Exchange approved
the listing of such shares upon notice of issuance. The Company has applied to
the Chicago, Pacific and London Stock Exchanges for approval of the listing of
Company Common Stock upon notice of issuance.
The declaration of dividends on Company Common Stock will be at the
discretion of the Company Board. The Company Board has not adopted a dividend
policy as such. Subject to legal and contractual restrictions, its decisions
regarding dividends will be based on all considerations that in its business
judgment are relevant at the time, including past and projected earnings, cash
flows, economic, business and securities market conditions and anticipated
developments concerning the Company's business and operations. For additional
information concerning the payment of dividends by the Company, see "Risk
Factors--Dividends" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
The Company's cash flow and the consequent ability of the Company to pay any
dividends on Company Common Stock will be substantially dependent upon the
Company's earnings and cash flow available after its debt service and the
availability of such earnings to the Company by way of dividends,
distributions, loans and other advances.
Under the DGCL, dividends may be paid by the Company out of "surplus" (as
defined under Section 154 of the DGCL) or, if there is no surplus, out of net
profits for the fiscal year in which the dividends are declared and/or the
preceding fiscal year. On a pro forma basis, at June 30, 1996, the Company had
surplus of
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approximately $3,051 million (on a book value basis) for the payment of
dividends, and the Company will also be able to pay dividends out of any net
profits for the current and/or prior fiscal year, if any.
COMPANY PREFERRED STOCK
Under the Certificate, the Company Board is authorized to issue Company
Preferred Stock, in one or more series, and to fix the number of shares
constituting such series and the designation of such series, the voting powers
(if any) of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series. See "Antitakeover Effects of Certain Provisions."
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS
The Certificate, the By-laws, the Rights and Delaware statutory law contain
certain provisions, which are substantially the same as those provisions which
are currently applicable to Tenneco, that could make the acquisition of the
Company by means of a tender offer, a proxy contest or otherwise more
difficult. The description set forth below is intended as a summary only and
is qualified in its entirety by reference to the Certificate, the By-laws and
the Rights Agreement which are attached as exhibits to the Company's
Registration Statement on Form 10 under the Exchange Act relating to Company
Common Stock.
CLASSIFIED BOARD OF DIRECTORS
The Certificate provides that the Company Board will be divided into three
classes of directors, with the classes to be as nearly equal in number as
possible. The Company Board consists of the persons referred to in
"Management--Board of Directors" above. The Certificate provides that, of the
initial directors of the Company, approximately one-third will continue to
serve until the first succeeding annual meeting of the Company's stockholders,
approximately one-third will continue to serve until the second succeeding
annual meeting of the Company's stockholders and approximately one-third will
continue to serve until the third succeeding annual meeting of the Company's
stockholders. Of the initial directors, Messrs. Andrews, Blumenthal, Johnson
and Weiss will serve until the first succeeding annual meeting of the
Company's stockholders, Ms. Eickhoff and Messrs. Flawn, McCoy and Mead will
serve until the second succeeding annual meeting of the Company's stockholders
and Messrs. Harris, Wharton and Plastow will serve until the third succeeding
annual meeting of the Company's stockholders. At each annual meeting of the
Company's stockholders, one class of directors will be elected for a term
expiring at the third succeeding annual meeting of stockholders.
The classification of directors will have the effect of making it more
difficult for stockholders to change the composition of the Company Board. At
least two annual meetings of stockholders, instead of one, will generally be
required to effect a change in a majority of the members of the Company Board.
Such a delay may help ensure that the Company's directors, if confronted by a
stockholder attempting to force a proxy contest, a tender or exchange offer,
or an extraordinary corporate transaction, would have sufficient time to
review the proposal as well as any available alternatives to the proposal and
to act in what they believe to be the best interest of the stockholders. The
classification provisions will apply to every election of directors, however,
regardless of whether a change in the composition of the Company Board would
be beneficial to the Company and its stockholders and whether or not a
majority of the Company's stockholders believe that such a change would be
desirable.
The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or
otherwise attempting to obtain control of the Company, even though such an
attempt might be beneficial to the Company and its stockholders. The
classification of the Company Board could thus increase the likelihood that
incumbent directors will retain their positions. In addition, because the
classification provisions may discourage accumulations of large blocks of the
Company's stock by purchasers whose objective is to take control of the
Company and remove a majority of the members of the Company Board,
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the classification of the Company Board could tend to reduce the likelihood of
fluctuations in the market price of Company Common Stock that might result
from accumulations of large blocks for such a purpose. Accordingly,
stockholders could be deprived of certain opportunities to sell their shares
of Company Common Stock at a higher market price than might otherwise be the
case.
Notwithstanding the foregoing, the Certificate provides that whenever the
holders of any one or more series of Company Preferred Stock have the right,
voting separately as a class or series, to elect directors, such directors
will not be classified, unless expressly provided by the terms of such series
of Company Preferred Stock.
NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES
The Certificate provides that the business and affairs of the Company will
be managed by or under the direction of a Board of Directors, consisting of
not less than eight nor more than sixteen directors, the exact number thereof
to be determined from time to time by affirmative vote of a majority of the
entire Board of Directors. In addition, the Certificate provides that any
vacancy on the Company Board that results from an increase in the number of
directors may be filled by a majority of the Company Board then in office,
provided that a quorum is present, and any other vacancy occurring in the
Company Board may be filled by a majority of the directors then in office,
even if less than a quorum, or by a sole remaining director.
Under the DGCL, unless otherwise provided in the Certificate, directors
serving on a classified board may only be removed by the stockholders for
cause. The Certificate does not provide that directors may be removed without
cause.
Notwithstanding the foregoing, the Certificate provides that whenever the
holders of any one or more series of Company Preferred Stock have the right,
voting separately as a class or series, to elect directors, the election,
removal, term of office, filling of vacancies and other features of such
directorships will be governed by the terms of the Certificate applicable
thereto.
SPECIAL MEETINGS
The By-laws provide that special meetings of stockholders will be called by
the Company Board. Moreover, the business permitted to be conducted at any
special meeting of stockholders is limited to the purposes specified in the
notice of meeting given by the Company.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND STOCKHOLDER
PROPOSALS
The By-laws establish an advance notice procedure for stockholders to make
nominations of candidates for election of directors, or to bring other
business before an annual meeting of stockholders of the Company (the
"Stockholder Notice Procedure").
The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the Company Board, or by a stockholder
who has given timely written notice to the Secretary of the Company prior to
the meeting at which directors are to be elected, will be eligible for
election as directors of the Company. The Stockholder Notice Procedure
provides that at an annual meeting only such business may be conducted as has
been brought before the meeting by, or at the direction of, the Company Board
or by a stockholder who has given timely written notice to the Secretary of
the Company of such stockholder's intention to bring such business before such
meeting. Under the Stockholder Notice Procedure, for stockholder notice in
respect of the annual meeting of the Company's stockholders to be timely, such
notice must be delivered to the Secretary of the Company not less than 50 days
nor more than 75 days prior to the annual meeting; provided, however, that in
the event that less than 65 days' notice or prior public announcement of the
date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the annual meeting was mailed or such public announcement was made, whichever
first occurs.
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Under the Stockholder Notice Procedure, a stockholder's notice to the
Company proposing to nominate a person for election as a director must contain
certain information, including, without limitation, the identity and address
of the nominating stockholder, the class and number of shares of stock of the
Company which are beneficially owned by such stockholder, and as to each
person whom the stockholder proposes to nominate for election or reelection as
a director, (i) the name, age, business address and residence of the person,
(ii) the principal occupation or employment of the person, (iii) the class and
number of shares of capital stock of the Company which are beneficially owned
by the person and (iv) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of
directors pursuant to Rule 14A under the Exchange Act. Under the Stockholder
Notice Procedure, a stockholder's notice relating to the conduct of business
other than the nomination of directors must contain certain information about
such business and about the proposing stockholder, including, without
limitation, a brief description of the business the stockholder proposes to
bring before the meeting, the reasons for conducting such business at such
meeting, the name and address of such stockholder, the class and number of
shares of stock of the Company beneficially owned by such stockholder, and any
material interest of such stockholder in the business so proposed. If the
Chairman of the meeting determines that a person was not nominated, or other
business was not brought before the meeting, in accordance with the
Stockholder Notice Procedure, such person will not be eligible for election as
a director, or such business will not be conducted at any such meeting, as the
case may be.
By requiring advance notice of nominations by stockholders, the Stockholder
Notice Procedure will afford the Company Board an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the Company Board, to inform stockholders about such
qualifications. By requiring advance notice of other proposed business, the
Stockholder Notice Procedure will also provide a more orderly procedure for
conducting annual meetings of stockholders and, to the extent deemed necessary
or desirable by the Company Board, will provide the Company Board with an
opportunity to inform stockholders, prior to such meetings, of any business
proposed to be conducted at such meetings, together with any recommendations
as to the Company Board's position regarding action to be taken with respect
to such business, so that stockholders can better decide whether to attend
such a meeting or to grant a proxy regarding the disposition of any such
business.
Although the By-laws do not give the Company Board any power to approve or
disapprove stockholder nominations for the election of directors or proper
stockholder proposals for action, they may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals if the proper procedures are not followed, and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposal, without regard to
whether consideration of such nominees or proposals might be harmful or
beneficial to the Company and its stockholders.
RECORD DATE PROCEDURE FOR STOCKHOLDER ACTION BY WRITTEN CONSENT
The By-laws establish a procedure for the fixing of a record date in respect
of action proposed to be taken by the Company's stockholders by a written
consent in lieu of a meeting. The By-laws provide that any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall, by written notice addressed to the Secretary and
delivered to the Company, request that a record date be fixed for such
purpose. The By-laws state that the Company Board may fix a record date for
such purpose which shall be no more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Company Board and shall
not precede the date such resolution is adopted. If the Company Board fails
within 10 days after the Company receives such notice to fix a record date for
such purpose, the By-laws provide that the record date shall be the day on
which the first written consent is delivered to the Company unless prior
action by the Company Board is required under the DGCL, in which event the
record date shall be at the close of business on the day on which the Company
Board adopts the resolution taking such prior action. The By-laws also provide
that the Secretary of the Company or, under certain circumstances, two
inspectors designated by the Secretary shall promptly conduct such ministerial
review of the sufficiency of any written consents of stockholders duly
delivered to the Company and of the validity of the action to be taken by
stockholder consent as he deems necessary or appropriate, including, without
limitation, whether the holders of a number of shares having the requisite
voting power to authorize or take the action specified in the written consents
have given consent.
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STOCKHOLDER MEETINGS
The By-laws provide that the Company Board and the chairman of a meeting may
adopt rules for the conduct of stockholder meetings and specify the types of
rules that may be adopted (including the establishment of an agenda, rules
relating to presence at the meeting of persons other than stockholders,
restrictions on entry at the meeting after commencement thereof and the
imposition of time limitations for questions by participants at the meeting).
COMPANY PREFERRED STOCK
The Certificate authorizes the Company Board to provide for series of
Company Preferred Stock and, with respect to each such series, to fix the
number of shares constituting such series and the designation of such series,
the voting powers (if any) of the shares of such series, and the preferences
and relative, participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series.
Tenneco and the Company believe that the ability of the Company Board to
issue one or more series of Company Preferred Stock will provide the Company
with flexibility in structuring possible future financings and acquisitions,
and in meeting other corporate needs which might arise. The authorized shares
of the Company Preferred Stock, as well as shares of Company Common Stock,
will be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
any stock exchange or automated quotation system on which the Company's
securities may be listed or traded. The NYSE currently requires stockholder
approval as a prerequisite to listing shares in several instances, including
where the present or potential issuance of shares could result in a 20%
increase in the number of shares of common stock outstanding or in the amount
of voting securities outstanding. If the approval of the Company's
stockholders is not required for the issuance of shares of Company Preferred
Stock or Company Common Stock, the Company Board may determine not to seek
stockholder approval.
Although the Company Board has no intention at the present time of doing so,
it could issue a series of Company Preferred Stock that could, depending on
the terms of such series, impede the completion of a merger, tender offer or
other takeover attempt. The Company Board will make any determination to issue
such shares based on its judgment as to the best interests of the Company and
its stockholders. The Company Board, in so acting, could issue Company
Preferred Stock having terms that could discourage an acquisition attempt
through which an acquiror may be able to change the composition of the Company
Board, including a tender offer or other transaction that some, or a majority,
of the Company's stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
current market price of such stock.
BUSINESS COMBINATIONS
The Certificate prohibits "Business Combinations" (as defined in the
Certificate) with "Interested Stockholders" (as defined in the Certificate)
without the approval of the holders of at least 66 2/3% in voting power of the
outstanding shares of stock entitled to vote in the election of directors
("Voting Stock") not owned by an Interested Stockholder unless (i) approved by
a majority of the "Continuing Directors" (as defined in the Certificate) or
(ii) certain detailed requirements as to, among other things, the value and
type of consideration to be paid to the Company's stockholders, the
maintenance of the Company's dividend policy, the public disclosure of the
Business Combination and the absence of any major change in the Company's
business or equity capital structure without the approval of a majority of the
Continuing Directors, have been satisfied. The Certificate generally defines
an "Interested Stockholder" as any person (other than the Company or any
subsidiary, any employee benefit plan of the Company or any subsidiary or any
trustee or fiduciary with respect to any such plan or holding Voting Stock for
the purpose of funding any such plan or funding other employee benefits for
employees of the Company or any subsidiary when acting in such capacity) who
(a) is or has announced or publicly disclosed a plan or intention to become
the beneficial owner of Voting Stock representing five percent or more of the
votes entitled to be cast by the holders of all then outstanding shares of
Voting Stock or (b) is an affiliate or associate of the Company and at any
time within the two-year period immediately prior to the date in
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question was the beneficial owner of Voting Stock representing five percent or
more of the votes entitled to be cast by the holders of all then outstanding
shares of Voting Stock. The Certificate defines a "Continuing Director" as any
member of the Company Board, while such person is a member of the Company
Board, who is not an affiliate or associate or representative of the
Interested Stockholder and was a member of the Company Board prior to the time
that the Interested Stockholder became an Interested Stockholder, and any
successor thereto who is not an affiliate or associate or representative of
the Interested Stockholder and is recommended or elected to succeed the
Continuing Director by a majority of Continuing Directors.
AMENDMENT OF CERTAIN PROVISIONS OF THE CERTIFICATE AND BY-LAWS
Under the DGCL, the stockholders of a corporation have the right to adopt,
amend or repeal the by-laws and, with the approval of the board of directors,
the certificate of incorporation of a corporation. In addition, if the
certificate of incorporation so provides, the by-laws may be adopted, amended
or repealed by the board of directors. The Certificate provides that the By-
laws may be amended by the Company Board or by the stockholders.
The Certificate also provides that, in addition to approval by the Company
Board and notwithstanding that a lesser percentage or separate class vote may
be specified by law, the Certificate or the By-laws, any proposal to amend or
repeal, or adopt any provision inconsistent with, the provisions of the
Certificate regarding Business Combinations proposed by or on behalf of an
Interested Stockholder or affiliate thereof requires the affirmative vote of
the holders of 66 2/3% in voting power of the outstanding shares of Voting
Stock, excluding Voting Stock beneficially owned by any Interested
Stockholder, unless the amendment or repeal of, or the adoption of any
provision inconsistent with, the provisions regarding Business Combinations is
unanimously recommended by the members of the Company Board and each of the
members of the Company Board qualifies as a Continuing Director. Approval by
the Company Board, together with the affirmative vote of the holders of a
majority in voting power of the outstanding shares of Voting Stock, is
required to amend all other provisions of the Certificate. The Business
Combination supermajority voting requirement could have the effect of making
more difficult any amendment by stockholders of the Business Combination
provisions of the Certificate described above, even if a majority of the
Company's stockholders believe that such amendment would be in their best
interest.
RIGHTS
The Company Board will adopt a stockholder rights plan and cause to be
issued, with each share of Company Common Stock to be distributed in the
Industrial Distribution, one preferred share purchase right (a "Right"). Each
Right will entitle the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of Company Junior
Preferred Stock, at a price of $130 per Unit (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be represented by Company Common Stock
certificates, and no separate certificates representing the Rights ("Rights
Certificates") will be distributed. The Rights will separate from the Company
Common Stock and a distribution date (a "Rights Distribution Date") will occur
upon the earlier of (i) 10 business days following the first date of public
announcement (the "Stock Acquisition Date") that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Company Common Stock, (ii) 10 business days (or such
later date as may be determined by the Company Board) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of such outstanding shares of Company
Common Stock or (iii) 10 business days after the Company Board determines that
any person, alone or together with its affiliates and associates, has become
the Beneficial Owner of an amount of Company Common Stock which the Company
Board determines to be substantial (which amount shall in no event be less
than 10% of the shares of Company Common Stock outstanding) and at least a
majority of the Company Board who are not officers of the Company, after
reasonable inquiry and investigation, including
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consultation with such persons as such directors shall deem appropriate, shall
determine that (a) such beneficial ownership by such person is intended to
cause the Company to repurchase the Company Common Stock beneficially owned by
such person or to cause pressure on the Company to take action or enter into a
transaction or series of transactions intended to provide such person with
short-term financial gain under circumstances where the Company Board
determines that the best long-term interests of the Company and its
stockholders would not be served by taking such action or entering into such
transactions or series of transactions at that time or (b) such beneficial
ownership is causing or is reasonably likely to cause a material adverse
impact (including, but not limited to, impairment of relationships with
customers or impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company (any such person being
referred to herein and in the Rights Agreement as an "Adverse Person").
Until the Rights Distribution Date, (i) the Rights will be evidenced by
Company Common Stock certificates and will be transferred with and only with
such Company Common Stock certificates, (ii) Company Common Stock certificates
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Company Common Stock
outstanding will also constitute the transfer of the Rights associated with
Company Common Stock represented by such certificate.
The Rights will not be exercisable until the Rights Distribution Date and
will expire at the close of business on June 10, 1998 (the "Final Expiration
Date"), unless (i) earlier redeemed by the Company as described below or (ii)
the Rights Agreement is extended (with stockholder approval) as discussed
below. The Final Expiration Date is the same date on which the stockholder
rights issued under the current Tenneco's stockholder's rights plan would have
terminated, but for the Merger.
As soon as practicable after the Rights Distribution Date, Rights
Certificates will be mailed to holders of record of the Company Common Stock
as of the close of business on the Rights Distribution Date and, thereafter,
the separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Company Board, only shares of Company Common Stock
issued prior to the Rights Distribution Date will be issued with Rights.
In the event that (i) any person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Company Common Stock that
the independent directors determine to be fair to and otherwise in the best
interests of the Company and its stockholders) or (ii) the Company Board
determines that a person is an Adverse Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Company Common Stock (or,
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right. Upon the
occurrence of either of the events set forth in the preceding sentence, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by the Acquiring Person or Adverse Person
(or certain related parties) will be null and void. Rights will not be
exercisable following the occurrence of either of such events until such time
as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $130 per Right, each Right not owned by
an Acquiring Person or by an Adverse Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $260 worth of Company Common Stock (or other consideration,
as noted above) for $130. Assuming that Company Common Stock had a per share
value of $50 at such time, the holder of each valid Right would be entitled to
purchase 5.2 shares of Company Common Stock for $130.
In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction
(other than a merger meeting prescribed terms and conditions that follows an
offer described in the second preceding paragraph) or (ii) more than 50% of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights that previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
The Purchase Price payable, and the number of Units of Company Junior
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
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(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, Company Junior Preferred Stock, (ii) if holders of
Company Junior Preferred Stock are granted certain rights or warrants to
subscribe for Company Junior Preferred Stock or convertible securities at less
than the current market price of Company Junior Preferred Stock or (iii) upon
the distribution to holders of the Company Junior Preferred Stock of evidences
of indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of Company Junior Preferred
Stock on the last trading date prior to the date of exercise.
In general, at any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.02 per Right. The Company may not redeem the Rights if the
Company Board has previously declared a person to be an Adverse Person.
Immediately upon the action of the Company Board ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.02 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights
became exercisable for Company Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than those provisions relating to the duration of the Rights Agreement
and the principal economic terms of the Rights, any of the provisions of the
Rights Agreement may be amended by the Company Board prior to the Rights
Distribution Date. After the Rights Distribution Date, the provisions of the
Rights Agreement may be amended by the Company Board in order to cure any
ambiguity, to make changes that do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable. Notwithstanding the foregoing, unless approved by a vote of the
stockholders of the Company, the Rights Agreement may not be supplemented or
amended to alter the redemption price, the Final Expiration Date, the Purchase
Price or the number of Units for which a Right is exercisable.
The Rights Agreement is designed to protect the stockholders of the Company
in the event of unsolicited offers to acquire the Company and other coercive
takeover tactics which, in the opinion of the Company Board, could impair its
ability to represent stockholder interests. The provisions of the Rights
Agreement may render an unsolicited takeover of the Company more difficult or
less likely to occur, even though such takeover may offer the Company's
stockholders the opportunity to sell their stock at a price above the
prevailing market rate and may be favored by a majority of the Company's
stockholders.
THE FOREGOING SUMMARY OF THE TERMS OF THE RIGHTS IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, A COPY OF WHICH HAS BEEN FILED
AS AN EXHIBIT TO THE COMPANY'S REGISTRATION STATEMENT ON FORM 10 UNDER THE
EXCHANGE ACT RELATING TO COMPANY COMMON STOCK. THE RIGHTS ARE BEING REGISTERED
UNDER THE EXCHANGE ACT, TOGETHER WITH COMPANY COMMON STOCK, PURSUANT TO SUCH
REGISTRATION STATEMENT. IN THE EVENT THAT THE RIGHTS BECOME EXERCISABLE, THE
COMPANY WILL REGISTER THE SHARES OF COMPANY JUNIOR PREFERRED STOCK FOR WHICH
THE RIGHTS MAY BE EXERCISED, IN ACCORDANCE WITH APPLICABLE LAW.
ANTITAKEOVER LEGISLATION
Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, a corporation shall not engage in any "business
combination" with any "interested stockholder" for a three-year period
following the time that such stockholder becomes an interested stockholder
unless (i) prior to such time, the board of
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directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested
stockholder, (ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding certain shares) or (iii) on or
subsequent to such time, the business combination is approved by the board of
directors of the corporation and by the affirmative vote of at least 66 2/3%
of the outstanding voting stock which is not owned by the interested
stockholder. Section 203 of the DGCL generally defines an "interested
stockholder" to include (x) any person that is the owner of 15% or more of the
outstanding voting stock of the corporation, or is an affiliate or associate
of the corporation and was the owner of 15% or more of the outstanding voting
stock of the corporation at any time within three years immediately prior to
the relevant date and (y) the affiliates and associates of any such person.
Section 203 of the DGCL generally defines a "business combination" to include
(1) mergers and sales or other dispositions of 10% or more of the assets of
the corporation with or to an interested stockholder, (2) certain transactions
resulting in the issuance or transfer to the interested stockholder of any
stock of the corporation or its subsidiaries, (3) certain transactions which
would result in increasing the proportionate share of the stock of the
corporation or its subsidiaries owned by the interested stockholder and (4)
receipt by the interested stockholder of the benefit (except proportionately
as a stockholder) of any loans, advances, guarantees, pledges, or other
financial benefits.
Under certain circumstances, Section 203 of the DGCL makes it more difficult
for a person who would be an "interested stockholder" to effect various
business combinations with a corporation for a three-year period, although the
certificate of incorporation or stockholder-adopted by-laws may exclude a
corporation from the restrictions imposed thereunder. Neither the Certificate
nor the By-laws exclude the Company from the restrictions imposed under
Section 203 of the DGCL. It is anticipated that the provisions of Section 203
of the DGCL may encourage companies interested in acquiring the Company to
negotiate in advance with the Company Board since the stockholder approval
requirement would be avoided if the Company Board approves, prior to the time
the stockholder becomes an interested stockholder, either the business
combination or the transaction which results in the stockholder becoming an
interested stockholder.
COMPARISON WITH RIGHTS OF HOLDERS OF TENNECO COMMON STOCK
Except as otherwise described herein, the provisions of the Certificate and
the By-laws (including the provisions thereof relating to the classification
of directors, the calling of special meetings of stockholders, the advance
notice requirements for stockholder nominations and proposals, the approval of
Business Combinations, the supermajority voting requirement for amendment of
the Business Combinations provisions and the setting of record dates for
actions by written consent of stockholders in lieu of a meeting) are
substantially the same as the provisions of the Tenneco Certificate of
Incorporation (the "Tenneco Certificate") and the Tenneco By-laws (the
"Tenneco By-laws").
Capitalization
Tenneco's authorized capital stock consists of 350,000,000 shares of Tenneco
Common Stock, 15,000,000 shares of Preferred Stock, without par value
("Tenneco Preferred Stock"), and 50,000,000 shares of Junior Preferred Stock,
without par value ("Tenneco Junior Preferred Stock"). The Company's authorized
capital stock consists of 350,000,000 shares of Company Common Stock,
50,000,000 shares of Company Preferred Stock, 3,500,000 shares of which have
been designated Company Junior Preferred Stock.
The Tenneco Board is generally authorized to issue Tenneco Preferred Stock
and Tenneco Junior Preferred Stock in series and to fix the terms of such
series, but such authority is subject to numerous requirements and/or
limitations relating to, among other things, the voting rights of such series
and the ability of Tenneco to pay dividends and acquire its capital stock. The
Company Board is authorized to issue Company Preferred Stock in series and to
fix the terms of such series, without limitation (other than as provided in
the DGCL).
All series of Tenneco Preferred Stock (but not Tenneco Junior Preferred
Stock) must rank on a parity with respect to the payment of dividends. Any of
the terms of a series of Company Preferred Stock may differ from those of any
other series.
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Class Voting
Under the Tenneco Certificate, approval of 66 2/3% of the outstanding shares
of Tenneco Preferred Stock or Tenneco Junior Preferred Stock, or of a series
thereof, is required for any charter amendment which adversely affects the
rights, powers or preferences of the Tenneco Preferred Stock or Tenneco Junior
Preferred Stock, or of a series thereof, as the case may be. Under the
Certificate, there is no such two-thirds approval requirement; however, the
DGCL generally requires any charter amendment that so adversely affects a
particular class or series of stock be approved by a majority of the
outstanding shares of such class or series, as the case may be.
The Tenneco Certificate requires separate class votes of Tenneco Preferred
Stock and of Tenneco Junior Preferred Stock (i) to create a class of stock
ranking senior thereto, (ii) to sell, lease, transfer or convey all or
substantially all of Tenneco's assets or (iii) to merge with another
corporation (unless Tenneco survives). No such class votes are required under
the Certificate.
Stockholder Meetings
The By-laws provide that the Company Board and the chairman of a meeting may
adopt rules for the conduct of stockholder meetings and specify the types of
rules that may be adopted (including the establishment of an agenda, rules
relating to presence at the meeting of persons other than stockholders,
restrictions on entry at the meeting after commencement thereof and the
imposition of time limitations for questions by participants at the meeting).
Such issues are not expressly addressed by the Tenneco By-laws.
Stockholder Rights Plans
Tenneco adopted a stockholder rights plan on May 24, 1988, which was amended
and restated on October 1, 1989 (the "Tenneco Rights Plan"). Pursuant to and
in accordance with such plan, one preferred share purchase right (a "Tenneco
Right") is attached to each share of Tenneco Common Stock. Each Tenneco Right
entitles the registered holder thereof to, among other things, purchase, under
certain circumstances, from Tenneco a unit consisting of one one-hundredth of
a share of Tenneco Series A Junior Preferred Stock. Tenneco has amended the
Tenneco Rights Plan to exempt El Paso and El Paso Merger Company from becoming
an "acquiring person" thereunder, or otherwise triggering the Tenneco Rights,
solely by reason of the execution of the Merger Agreement and consummation of
the transactions contemplated thereby, and to cause the Tenneco Rights to
expire at the Merger Effective Time.
The Company will adopt the Rights Agreement. The Rights Agreement is, in all
material respects, the same as the Tenneco Rights Plan except that the
Redemption Price (as defined therein), the Final Expiration Date, the Purchase
Price and the number of one one-hundredths of a share of Company Junior
Preferred Stock for which a Right is exercisable (which under the Tenneco
Rights Plan may not be supplemented or amended) may be supplemented or amended
with stockholder approval.
Indemnification
The Tenneco By-laws provide for mandatory indemnification for directors and
officers of Tenneco and for directors and officers of Tenneco serving as
directors and officers of other entities at the request of Tenneco to the
fullest extent permitted by the DGCL. The By-laws provide similar mandatory
indemnification except (i) such indemnification includes directors and
officers of the Company serving as directors, officers, employees or agents of
another entity at the request of the Company and (ii) suits (or parts thereof)
instituted by any such indemnitee without Company Board approval are excluded
from such mandatory indemnification.
The By-laws also provide for mandatory advancement of expenses in defending
any proceeding for which mandatory indemnification may be available. The
Tenneco By-laws do not provide for such mandatory advancement of expenses.
Under the By-laws, persons claiming indemnification or advancement may file
suit in respect thereof if the Company does not pay such a claim within 30
days after receipt of a written claim therefor and, if successful in
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whole or in part, are entitled to be paid the expense of prosecuting such
claim. The By-laws provide that in any such action, the Company has the burden
of proving that the indemnitee is not entitled to the requested
indemnification or advancement. Such issues are not expressly addressed by the
Tenneco By-laws.
Director Exculpation
Pursuant to Section 102(b)(7) of the DGCL, the Tenneco Certificate provides
that a director thereof shall not be liable to Tenneco or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Tenneco or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Certificate provides that a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the DGCL as the same
exists or may thereafter be amended. The Certificate, therefore, affords
directors of the Company the benefit of any subsequent broadening of director
exculpation permitted by the DGCL without the need for a further charter
amendment.
Ratification
The Tenneco Certificate provides that a director of Tenneco shall not be
disqualified by his office from dealing or contracting with Tenneco either as
a vendor, purchaser or otherwise, nor shall any transaction or contract of
Tenneco be void or voidable by reason of the fact that any director or any
firm of which any director is a member, or any corporation of which any
director is a shareholder, officer or director, is in any way interested in
such transaction or contract, provided that such transaction or contract is or
shall be authorized, ratified or approved either (i) by a vote of a majority
of a quorum of the Tenneco Board or of the Executive Committee of Tenneco,
without counting in such majority or quorum any director so interested or a
member of a firm so interested, or a shareholder, officer or director of a
corporation so interested or (ii) by the written consent, or by the vote at
any stockholders' meeting, of the holders of record of a majority of all the
outstanding shares of stock of Tenneco entitled to vote, nor shall any
director be liable to account to Tenneco for any profits realized by or from
or through any such transaction or contract of Tenneco authorized, ratified or
approved as aforesaid by reason of the fact that he, or any firm of which he
is a member or any corporation of which he is a shareholder, officer or
director was interested in such transaction or contract.
The Tenneco By-laws provide that any transaction questioned in any
stockholders derivative suit on the ground of lack of authority, defective or
irregular execution, adverse interest of director, officer or stockholder,
nondisclosure, miscomputation, or the application of improper principles or
practices of accounting may be ratified before or after judgment, by the
Tenneco Board or by Tenneco's stockholders. The Tenneco By-laws also provide
that, if so ratified, the transaction shall have the same force and effect as
if it had been originally duly authorized, and said ratification shall be
binding upon Tenneco and shall continue as a bar to any claim or execution of
any judgment in respect of such questioned transaction.
Such issues are not expressly addressed by the Certificate. However, Section
144 of the DGCL provides, in relevant part, that no contract or transaction
between a corporation and one or more of its directors or officers, or between
a corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors
or officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (i) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the board
of directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be
less than a quorum; (ii) the material facts as to his relationship or interest
100
<PAGE>
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee or
the stockholders.
Contracts
The By-laws provide that, except as otherwise required by law, the
Certificate or the By-laws, any contracts or other instruments may be executed
and delivered in the name and on the behalf of the Company by such officer or
officers of the Company as the Company Board may from time to time direct. The
By-laws state that such authority may be general or confined to specific
instances as the Company Board may determine. The By-laws also provide that
(i) the Chairman of the Board, the President or any Vice President may execute
bonds, contracts, deeds, leases and other instruments to be made or executed
for or on behalf of the Company and (ii) subject to any restrictions imposed
by the Company Board, the Chairman of the Board, the President or any Vice
President of the Company may delegate contractual powers to others under his
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise
of such delegated power. Such issues are not expressly addressed by the
Tenneco By-laws.
Proxies
The By-laws provide that unless otherwise provided by resolution adopted by
the Company Board, the Chairman of the Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Company, in the name and on behalf of the Company, to cast the
votes which the Company may be entitled to cast as the holder of stock or
other securities in any other corporation or other entity, any of whose stock
or other securities may be held by the Company, at meetings of the holders of
the stock or other securities of such other corporation or other entity, or to
consent in writing, in the name of the Company as such holder, to any action
by such other corporation or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Company and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises. Such issues are not expressly addressed by the Tenneco By-laws.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
ELIMINATION OF LIABILITY OF DIRECTORS
The Certificate provides that a director of the Company will not be liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the DGCL as the same
exists or may thereafter be amended. Based on the DGCL as presently in effect,
a director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, which concerns unlawful payments of dividends,
stock purchases or redemptions or (iv) for any transactions from which the
director derived an improper personal benefit.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of the Company only if he or
she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.
101
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-laws provide that the Company will indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
thereafter 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 (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 Company or, while
a director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another Company 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. The By-laws also provide that, notwithstanding the foregoing, but
except as described in the second following paragraph, the Company will 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 Company
Board.
The By-laws further provide that the Company will 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 proceeding will 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 the
relevant section of the By-laws or otherwise.
Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have
or thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company'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 Company, partnership, joint venture,
trust, enterprise or nonprofit entity will be reduced by any amount such
Indemnitee may collect as indemnification or advancement of expenses from such
other Company, partnership, joint venture, trust, enterprise or nonprofit
enterprise and (iii) that any repeal or modification of the relevant
provisions of the By-laws will not adversely affect any right or protection
thereunder of any Indemnitee in respect of any act or omission occurring prior
to the time of such repeal or modification.
The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, 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.
102
<PAGE>
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE BUSINESSES OF NEW TENNECO
Report of Independent Public Accountants................................ F-2
Combined Statements of Income for each of the three years in the period
ended December 31, 1995 and for the six months ended June 30, 1996 and
1995................................................................... F-3
Combined Balance Sheets--December 31, 1995 and 1994 and June 30, 1996... F-4
Combined Statements of Cash Flows for each of three years in the period
ended December 31, 1995 and for the six months ended June 30, 1996 and
1995................................................................... F-5
Statements of Changes in Combined Equity for each of the three years in
the period ended
December 31, 1995 and the six months ended June 30, 1996............... F-6
Notes to Combined Financial Statements.................................. F-7
THE MOBIL PLASTICS DIVISION OF MOBIL CORPORATION
Report of Independent Auditors.......................................... F-28
Combined Statements of Net Assets--December 28, 1994 and November 17,
1995................................................................... F-29
Combined Statements of Operations Before Income Taxes--Year ended
December 28, 1994 and period ended November 17, 1995................... F-30
Combined Statements of Changes in Net Assets--Year Ended December 28,
1994 and period ended November 17, 1995................................ F-31
Combined Statements of Cash Flows--Year ended December 28, 1994 and
period ended
November 17, 1995...................................................... F-32
Notes to Combined Financial Statements.................................. F-33
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts--The Businesses of New Tenneco ....... S-1
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tenneco Inc.:
We have audited the accompanying combined balance sheets of the businesses of
New Tenneco (see Note 1) as of December 31, 1995 and 1994, and the related
combined statements of income, cash flows and changes in combined equity for
each of the three years in the period ended December 31, 1995. 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 New Tenneco as of December 31, 1995 and 1994, and the results of
its combined operations and cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
As discussed in Note 3 to the combined financial statements, effective January
1, 1994, the businesses of New Tenneco changed its method of accounting for
postemployment benefits.
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 New Tenneco taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
August 19, 1996
F-2
<PAGE>
THE BUSINESSES OF NEW TENNECO
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER SIX MONTHS ENDED
31, JUNE 30,
---------------------- ------------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ------ ------ ------ -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES
Net sales and operating revenues--
Automotive....................... $2,479 $1,989 $1,785 $ 1,463 $ 1,263
Packaging........................ 2,752 2,184 2,042 1,775 1,318
Intergroup sales and other....... (10) (7) (7) (5) (4)
------ ------ ------ -------- --------
5,221 4,166 3,820 3,233 2,577
Other income, net.................. 39 (2) 42 71 30
------ ------ ------ -------- --------
5,260 4,164 3,862 3,304 2,607
------ ------ ------ -------- --------
COSTS AND EXPENSES
Cost of sales (exclusive of
depreciation shown below)......... 3,737 3,050 2,854 2,303 1,828
Engineering, research and
development expenses.............. 67 43 39 44 33
Selling, general and
administrative.................... 588 473 451 396 276
Depreciation, depletion and
amortization...................... 196 142 137 147 92
------ ------ ------ -------- --------
4,588 3,708 3,481 2,890 2,229
------ ------ ------ -------- --------
Income before interest expense,
income taxes and minority
interest.......................... 672 456 381 414 378
Interest expense (net of interest
capitalized)...................... 160 104 101 100 74
------ ------ ------ -------- --------
Income before income taxes and
minority interest................. 512 352 280 314 304
Income tax expense................. 231 114 115 126 124
------ ------ ------ -------- --------
Income before minority interest.... 281 238 165 188 180
Minority interest.................. 23 -- -- 10 12
------ ------ ------ -------- --------
Income from continuing operations.. 258 238 165 178 168
Loss from discontinued operations,
net of income tax................. -- (31) (7) -- --
------ ------ ------ -------- --------
Income before cumulative effect of
change in accounting
principle......................... 258 207 158 178 168
Cumulative effect of change in
accounting principle, net of
income tax........................ -- (7) -- -- --
------ ------ ------ -------- --------
Net income......................... $ 258 $ 200 $ 158 $ 178 $ 168
====== ====== ====== ======== ========
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these combined statements of income.
F-3
<PAGE>
THE BUSINESSES OF NEW TENNECO
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------- JUNE 30,
(MILLIONS) 1995 1994 1996
- ---------- ------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments............ $ 103 $ 350 $ 129
Receivables--
Customer notes and accounts (net)............ 351 284 477
Affiliated companies......................... 117 53 114
Income taxes................................. 41 2 52
Other........................................ 54 45 186
Inventories.................................... 838 557 820
Deferred income taxes.......................... 23 24 28
Prepayments and other.......................... 168 152 196
------ ------ ------
1,695 1,467 2,002
------ ------ ------
Investments and other assets:
Long-term notes receivables.................... 16 11 16
Goodwill and intangibles, net.................. 1,024 320 965
Deferred income taxes.......................... 52 49 61
Pension assets................................. 433 389 444
Other.......................................... 239 113 287
------ ------ ------
1,764 882 1,773
------ ------ ------
Plant, property and equipment, at cost........... 4,138 3,065 4,332
Less--Reserves for depreciation, depletion and
amortization.................................. 1,480 1,474 1,584
------ ------ ------
2,658 1,591 2,748
------ ------ ------
$6,117 $3,940 $6,523
====== ====== ======
LIABILITIES AND COMBINED EQUITY
Current liabilities:
Short-term debt (including current maturities
on long-term debt)............................ $ 384 $ 108 $ 530
Payables
Trade........................................ 589 465 599
Affiliated companies......................... 47 68 23
Taxes accrued.................................. 45 -- 74
Accrued liabilities............................ 237 129 242
Other.......................................... 257 282 242
------ ------ ------
1,559 1,052 1,710
------ ------ ------
Long-term debt................................... 1,648 1,039 1,573
Deferred income taxes............................ 435 342 451
Postretirement benefits.......................... 156 122 161
Deferred credits and other liabilities........... 166 97 159
Commitments and contingencies
Minority interest................................ 301 301 301
Combined equity.................................. 1,852 987 2,168
------ ------ ------
$6,117 $3,940 $6,523
====== ====== ======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these combined balance sheets.
F-4
<PAGE>
THE BUSINESSES OF NEW TENNECO
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED ENDED
DECEMBER 31, JUNE 30,
------------------ ------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ------ ---- ---- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations........... $ 258 $238 $165 $ 178 $ 168
Adjustments to reconcile income from contin-
uing operations to cash provided (used) by
continuing operations--
Depreciation, depletion and amortization.. 196 142 137 147 92
Deferred income taxes..................... 75 19 1 37 15
Gain on sale of businesses and assets,
net...................................... (15) (5) (29) (49) (14)
Allocated interest, net of tax............ 99 61 59 63 44
Changes in components of working capital
(Increase) decrease in receivables....... 30 87 55 (110) (79)
(Increase) decrease in inventories....... (102) (57) (1) 18 (99)
(Increase) decrease in prepayments and
other current assets.................... (39) 8 (38) (19) (10)
Increase (decrease) in payables.......... 7 69 34 (13) (59)
Increase (decrease) in taxes accrued..... 23 (17) (47) 23 (18)
Increase (decrease) in other current lia-
bilities................................ (15) (3) 79 (43) (26)
Other..................................... (28) 20 (85) (33) (23)
------ ---- ---- ----- -----
Cash provided (used) by continuing opera-
tions................................... 489 562 330 199 (9)
Cash provided (used) by discontinued op-
erations................................ -- 9 (6) -- --
------ ---- ---- ----- -----
Net cash provided (used) by operating activ-
ities...................................... 489 571 324 199 (9)
------ ---- ---- ----- -----
INVESTING ACTIVITIES
Net proceeds (expenditures) related to the
sale of discontinued operations............ -- 5 (4) -- --
Net proceeds from sale of businesses and as-
sets....................................... 56 16 83 10 34
Expenditures for plant, property and equip-
ment....................................... (562) (280) (217) (263) (179)
Acquisitions of businesses.................. (1,461) (51) (14) (23) (55)
Investments and other....................... (74) 7 -- (64) (6)
------ ---- ---- ----- -----
Net cash used by investing activities....... (2,041) (303) (152) (340) (206)
------ ---- ---- ----- -----
FINANCING ACTIVITIES
Issuance of equity securities by a combined
subsidiary................................. -- 293 -- -- --
Retirement of long-term debt................ (15) (152) (21) (8) (11)
Net increase (decrease) in short-term debt
excluding current maturities on long-term
debt....................................... 8 (94) (29) (23) (2)
Cash contributions from (distributions to)
Tenneco.................................... 1,304 3 (115) 200 (39)
------ ---- ---- ----- -----
Net cash provided (used) by financing activ-
ities...................................... 1,297 50 (165) 169 (52)
------ ---- ---- ----- -----
Effect of foreign exchange rate changes on
cash and temporary cash investments........ 8 4 (2) (2) 4
------ ---- ---- ----- -----
Increase (decrease) in cash and temporary
cash investments........................... (247) 322 5 26 (263)
Cash and temporary cash investments, January
1.......................................... 350 28 23 103 350
------ ---- ---- ----- -----
Cash and temporary cash investments, Decem-
ber 31 (Note).............................. $ 103 $350 $ 28 $ 129 $ 87
====== ==== ==== ===== =====
Cash paid during the year for interest...... $ 6 $ 14 $ 15 $ 2 $ 6
Cash paid during the year for income taxes
(net of refunds)........................... $ 180 $137 $178 $ 97 $ 137
</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>
THE BUSINESSES OF NEW TENNECO
STATEMENTS OF CHANGES IN COMBINED EQUITY
(MILLIONS)
<TABLE>
<S> <C>
Balance, December 31, 1992............................................. $ (87)
Net income........................................................... 158
Translation adjustment............................................... (75)
Allocated interest, net of tax....................................... 59
Change in allocated corporate debt................................... 519
Cash distributions to Tenneco........................................ (115)
Noncash contributions from Tenneco................................... 74
------
Balance, December 31, 1993............................................. $ 533
Net income........................................................... 200
Translation adjustment............................................... 56
Allocated interest, net of tax....................................... 61
Change in allocated corporate debt................................... (5)
Cash contributions from Tenneco...................................... 3
Noncash contributions from Tenneco................................... 139
------
Balance, December 31, 1994............................................. $ 987
Net income........................................................... 258
Translation adjustment............................................... 49
Allocated interest, net of tax....................................... 99
Change in allocated corporate debt................................... (887)
Cash contributions from Tenneco...................................... 1,304
Noncash contributions from Tenneco................................... 42
------
Balance, December 31, 1995............................................. $1,852
Net income........................................................... 178
Translation adjustment............................................... (25)
Allocated interest, net of tax....................................... 63
Change in allocated corporate debt................................... (94)
Cash contributions from Tenneco...................................... 200
Noncash distributions to Tenneco..................................... (6)
------
Balance, June 30, 1996 (unaudited)..................................... $2,168
======
</TABLE>
The accompanying notes to combined financial statements are an integral part of
these
statements of changes in combined equity.
F-6
<PAGE>
THE BUSINESSES OF NEW TENNECO
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 automotive
(collectively referred to as "Tenneco Automotive") and packaging (collectively
referred to as "Tenneco Packaging") operations owned directly or indirectly by
Tenneco Inc. ("Tenneco") and its subsidiaries (see "Control" below).
Unless the context otherwise requires, as used herein the term "Company"
refers: (i) for periods prior to the Industrial Distribution, as defined
below, to Tenneco Automotive, Tenneco Packaging and certain administrative
service operations of Tenneco (collectively, "New Tenneco") which New Tenneco
Inc. will own and operate after the Industrial Distribution, and (ii) for
periods after the Industrial Distribution, to New Tenneco Inc. and its
consolidated subsidiaries.
Reference is made to Note 13, "Segment and Geographic Area Information" for
a description of the businesses of the Company.
2. THE INDUSTRIAL DISTRIBUTION
On June 19, 1996, Tenneco and El Paso Natural Gas Company ("El Paso")
entered into a merger agreement pursuant to which a subsidiary of El Paso will
be merged into Tenneco (the "Merger"). The Merger is part of a larger Tenneco
reorganization (the "Transaction") which includes the distribution of the
common stock of the Company (the "Industrial Distribution") and Newport News
Shipbuilding Inc. ("Newport News"), a subsidiary of Tenneco which will hold
all of the assets, liabilities and operations of Tenneco's current
shipbuilding business (the "Shipbuilding Distribution") (collectively, the
"Distributions") to the holders of Tenneco common stock. Upon completion of
the Transaction, holders of Tenneco common stock will receive equity
securities of the Company, Newport News and El Paso.
Prior to the Transaction, Tenneco intends to initiate a realignment of its
existing indebtedness. As part of the debt realignment, certain Company debt
will be offered in exchange for certain issues of Tenneco debt. Tenneco will
initiate tender offers for other Tenneco debt, and certain debt issues may be
defeased. These tender offers and defeasances will be financed by a
combination of new lines of credit of Tenneco, the Company (which may declare
and pay a dividend to Tenneco) and Newport News (which will declare and pay a
dividend of approximately $600 million to Tenneco). Upon completion of the
debt realignment, Tenneco will have responsibility for $2.65 billion of debt,
subject to certain adjustments, Newport News will have responsibility for the
borrowings under its credit lines and the Company will have responsibility for
the remaining debt.
The Transaction is subject to certain conditions, including receipt of a
favorable ruling from the Internal Revenue Service to the effect that the
Distributions and certain internal spin-off transactions will be tax-free for
federal income tax purposes and approval by Tenneco stockholders.
In order to assist in the orderly transition of the Company into a separate,
publicly held company, Tenneco intends to modify, amend or enter into certain
contractual agreements with the Company. Such agreements include a tax sharing
agreement between Tenneco and its subsidiaries (see "Income taxes" in Note 3),
an employee benefits agreement, an insurance agreement, an administrative
services agreement and other ancillary agreements. These agreements will
provide, among other things, that (i) the Company will become the sole sponsor
of the Tenneco Inc. Retirement Plan, the Tenneco Inc. Thrift Plan, and various
Tenneco Inc. welfare plans; (ii) the Company will retain specific insurance
policies which relate to its businesses and will retain continuing rights and
obligations for certain parent-company insurance policies of Tenneco; and
(iii) the Company will provide certain corporate services, such as mainframe
data processing and product purchasing services, to Tenneco and Newport News
for a specified period of time.
F-7
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
3. SUMMARY OF ACCOUNTING POLICIES
Control
All of the outstanding common stock of the Company is owned directly or
indirectly by Tenneco. Thus, the companies which comprise Tenneco Automotive,
Tenneco Packaging and certain administrative service operations are under the
control of Tenneco.
Unaudited Interim Information
The unaudited interim combined financial statements as of June 30, 1996 and
for each of the six month periods ended June 30, 1996 and 1995, 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 the Company'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 indicative of
operating results for an entire year.
Research and Development
Research and development costs are expensed as incurred. The amounts charged
to "Engineering, research and development expenses" were $42 million, $27
million, and $38 million for 1995, 1994 and 1993, respectively.
Risk Management Activities
The Company is currently a party to financial instruments to hedge its
exposure to changes in foreign currency exchange rates. These financial
instruments are accounted for on the accrual basis with gains and losses being
recognized based on the type of contract and exposure being hedged. After-tax
net gains or losses on foreign currency contracts designated as hedges of the
Company's net investments in foreign subsidiaries are recognized in the
balance sheet caption "Combined equity." Net gains and losses of foreign
currency contracts designated as hedges of firm commitments or other specific
transactions are deferred and recognized when the offsetting gains or losses
are recognized on the hedged items.
In the Combined Statements of Cash Flows, cash receipts or payments related
to the financial instruments are classified consistent with the cash flows
from the transactions being hedged.
Income Taxes
The Company 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.
The Company 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. Such agreement provides,
among other things, that (1) each company in a taxable income position will be
currently charged with an amount equivalent to its federal income tax computed
on a separate return basis and (2) each company in a tax loss position will be
reimbursed currently to the extent its deductions, including general business
credits, are utilized in the consolidated return. The income tax amounts
reflected in the combined financial statements of the
F-8
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Company under the provisions of the tax sharing arrangement are not materially
different from the income taxes which would have been provided had the Company
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 Statement of Cash Flows include payments to Tenneco for U.S. federal
income taxes.
The Company does not provide for U.S. 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 $505 million at December 31, 1995. It
is not practicable to determine the amount of U.S. income taxes that would be
payable upon remittance of the assets that represent those earnings.
In connection with the Distributions the current tax sharing agreement will
be cancelled and the Company will enter into a tax sharing agreement with
Tenneco, Newport News and El Paso. 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
Distributions. Generally, the Company will be liable for taxes imposed on the
Company and its affiliates engaged in the automotive and packaging businesses.
Federal income taxes imposed on the combined activities of the consolidated
group will be allocated among the Company, Tenneco and Newport News according
to their respective share of consolidated taxable income.
Changes in Accounting Principles
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("FAS") No. 125 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" which
establishes new accounting and reporting standards for transfers and servicing
of financial assets and extinguishment of liabilities. The statement is
effective for transactions occurring after December 31, 1996. The impact of
the adoption of the new standard has not been determined.
The Company adopted FAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of," in the first
quarter of 1996. FAS No. 121 establishes new accounting standards for
measuring the impairment of long-lived assets. The adoption of this new
standard did not have a significant effect on the Company's combined financial
position or results of operations.
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. The Company recorded an after-tax charge of $7
million which was reported as a cumulative effect of change in accounting
principle.
Inventories
At December 31, 1995 and 1994, inventory by major classification was as
follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
---------- ---- ----
<S> <C> <C>
Finished goods.................................................. $396 $267
Work in process................................................. 102 81
Raw materials................................................... 253 137
Materials and supplies.......................................... 87 72
---- ----
$838 $557
==== ====
</TABLE>
F-9
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Inventories are stated at the lower of cost or market. A portion of
inventories are valued using the "last-in, first-out" method (47% and 27% at
December 31, 1995 and 1994, respectively). All other 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 the Company for all
inventories, inventories would have been $48 million, $46 million and $40
million higher at December 31, 1995, 1994 and 1993, respectively.
Goodwill and Intangibles
At December 31, 1995 and 1994, goodwill and intangibles by major category
was as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
---------- ------ ----
<S> <C> <C>
Goodwill...................................................... $ 632 $299
Trademarks.................................................... 194 1
Patents....................................................... 160 --
Other......................................................... 38 20
------ ----
$1,024 $320
====== ====
</TABLE>
Goodwill is being amortized on a straight-line basis over periods ranging
from 15 years to 40 years. Such amortization amounted to $10 million, $8
million and $8 million for 1995, 1994 and 1993, respectively, and is included
in the Combined Statements of Income caption, "Depreciation, depletion and
amortization."
The Company 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 and was not significant during any of
the periods presented in the accompanying combined financial statements.
The majority of goodwill and intangibles at December 31, 1995, resulted from
the acquisition of the plastics division of Mobil Corporation in November
1995. See Note 4, "Acquisitions," for further information on the acquisitions.
Plant, Property and Equipment, at Cost
At December 31, 1995 and 1994, plant, property and equipment, at cost, by
major category was as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
---------- ------ ------
<S> <C> <C>
Land, buildings and improvements........................... $1,125 $ 978
Machinery and equipment.................................... 2,446 1,722
Other, including construction in progress.................. 567 365
------ ------
$4,138 $3,065
====== ======
</TABLE>
Depreciation of the Company's properties is provided on a straight-line
basis over the estimated useful lives of the related assets. Useful lives
range from 10 to 40 years for buildings and improvements and from 3 to 25
years for machinery and equipment. Depletion of timber and timberlands is
provided on a unit-of-production basis.
Notes Receivable and Allowance for Doubtful Accounts
Short-term notes receivable of $53 million and $31 million were outstanding
at December 31, 1995 and 1994, respectively.
F-10
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995 and 1994, the allowance for doubtful accounts and notes
receivable was $24 million and $15 million, respectively.
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 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 circumstances. These liabilities are
included in the combined balance sheet at their undiscounted amounts.
Recoveries are evaluated separately from the liability and, when recovery is
assured, are recorded and reported separately from the associated liability in
the combined financial statements.
For further information on this subject, reference is made to Note 14,
"Commitments and Contingencies--Environmental Matters."
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 balance sheet caption "Combined equity."
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 the Company's assets,
liabilities, revenues and expenses. Reference is made to the "Income Taxes"
section of this footnote and Notes 11, 12 and 14 for additional information on
significant estimates included in the Company's combined financial statements.
4. ACQUISITIONS
In June 1996, the Company entered into agreements to acquire The Pullman
Company and its Clevite products division ("Clevite") for $328 million and
Amoco Foam Products Company, a unit of Amoco Chemical Company ("Amoco Foam
Products"), for $310 million. Clevite makes suspension bushings and other
elastomeric parts for cars and trucks. Upon completion of the Clevite
acquisition in July 1996, Clevite's operations became part of Tenneco
Automotive. Amoco Foam Products manufactures expanded polystyrene tableware,
hinged-lid food containers, packaging trays and industrial products for
residential and commercial construction applications. The Company anticipates
closing the acquisition of Amoco Foam Products by the end of August 1996 and
Amoco Foam Products will become part of Tenneco Packaging.
In November 1995, Tenneco Packaging acquired the plastics division of Mobil
Corporation for $1.3 billion. The plastics business is one of the largest
North American producers of polyethylene and polystyrene consumer and food
service packaging.
F-11
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Tenneco Packaging's acquisition of the plastics business was accounted for
as a purchase; accordingly, the purchase price has been allocated to the
assets purchased and the liabilities assumed based on preliminary estimates of
their fair values. Final purchase price allocations will be based on more
complete evaluations and may differ from the original allocation. The excess
of the purchase price over the fair value of the net assets acquired is
included in the balance sheet caption, "Goodwill and intangibles" and is being
amortized on a straight-line basis over 40 years. The purchase was financed
with a cash contribution from Tenneco.
The following unaudited pro forma information of the Company illustrates the
effect of the plastics business acquisition as if it had occurred at the
beginning of 1994, after giving effect to certain pro forma adjustments
including amortization of the excess purchase price, depreciation and other
adjustments based on the preliminary purchase price allocation related to the
acquisition, together with estimates of the related income tax effects.
<TABLE>
<CAPTION>
(UNAUDITED)
YEARS ENDED
DECEMBER 31,
-------------
(MILLIONS) 1995 1994
---------- ------ ------
<S> <C> <C>
Net sales and operating revenues........................... $6,217 $5,203
Income from continuing operations.......................... $ 268 $ 181
</TABLE>
The summarized pro forma information has been prepared for comparative
purposes only. It is not intended to be indicative of the actual operating
results that would have occurred had the acquisition been consummated at the
beginning of 1994, or the results which may be attained in the future.
Also during 1995, Tenneco Packaging completed the acquisitions of eight
paperboard packaging businesses and two specialty packaging businesses for a
total consideration of approximately $196 million. In addition, Tenneco
Automotive completed four acquisitions for approximately $54 million.
Each of the acquisitions was accounted for as a purchase. If these assets
and investments had been acquired January 1, 1995, net income would not have
been significantly different from the reported amount.
In 1994, Tenneco Automotive acquired Heinrich Gillet GmbH & Co. KG for $44
million in cash and $69 million in assumed debt.
5. TRANSACTIONS WITH TENNECO
Combined Equity
The "Combined equity" caption in the accompanying combined financial
statements represents Tenneco's cumulative investment in the combined
businesses of the Company. Changes in the "Combined equity" caption represent
the net income of the Company, net cash and non-cash contributions from
(distributions to) Tenneco, cumulative translation adjustments, changes in
allocated corporate debt, and allocated 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, 1995 and six months ended June 30, 1996.
General and Administrative Expenses
General and administrative expenses of $229 million, $154 million and $149
million in 1995, 1994 and 1993, respectively, are included in the "Selling,
general and administrative" caption in the Combined Statements of Income. Of
the total general and administrative expenses for 1995, 1994 and 1993, $61
million, $27 million and $21 million, respectively, represent the Company's
share of Tenneco's corporate general and administrative costs for legal,
financial, communication and other administrative services. Tenneco's
corporate general and
F-12
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
administrative expenses are allocated based on the estimated level of effort
devoted to Tenneco's various operations and their relative size based on
revenues, gross property and payroll. Tenneco's corporate general and
administrative expenses not budgeted for allocation are absorbed by the
Company. The Company's management believes the method for allocating corporate
general and administrative expenses is reasonable. Total general and
administrative expenses reflected in the accompanying combined financial
statements are representative of the total general and administrative costs
the Company would have incurred as a separate entity.
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 the Company based on the
portion of Tenneco's investment in the Company which is deemed to be debt,
generally based upon the ratio of the Company'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 7.7%,
8.3% and 7.4% for 1995, 1994, and 1993, respectively. Total pre-tax interest
expense allocated to the Company in 1995, 1994 and 1993 was $152 million, $94
million and $90 million, respectively. The Company 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 the
Company for financial reporting on a historical basis, the Company 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 the
Company's Combined equity. Although management believes that the historical
allocation of corporate debt and interest is reasonable, it is not necessarily
indicative of the Company's debt upon completion of the Debt Realignment nor
debt and interest that will be incurred by the Company as a separate public
entity.
Notes and Advances Receivable with 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.
At December 31, 1995 and 1994, the Company had an interest bearing note
receivable from Tenneco totaling $494 million and $310 million, respectively,
which is payable on demand and is included as a component of the Company's
combined equity.
Accounts Receivable and Accounts Payable--Affiliated Companies
The "Receivables--Affiliated companies" balance primarily includes billings
for general and administrative costs incurred by the Company and charged to
Newport News and Tenneco Energy. The "Payables--Affiliated companies" balance
primarily relates to billings for U.S. income taxes incurred by Tenneco and
charged to the Company. Affiliated accounts receivable and accounts payable
between Tenneco, the Company and Newport News will be settled, capitalized or
converted into ordinary trade accounts, as applicable, as part of the
Distributions.
Employee Benefits
Certain employees of the Company 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 greater 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
F-13
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
to certain thresholds. The Company expects to establish similar plans for its
employees after the Industrial Distribution. In connection with the Industrial
Distribution, outstanding options on Tenneco common stock held by Company
employees will be converted into options of the Company so as to preserve the
aggregate value of the options held prior to the Industrial Distribution.
Employees of the Company also participate in certain Tenneco postretirement
and pension plans. Reference is made to Notes 11 and 12 for a further
discussion of these plans.
Sales of Receivables
At December 31, 1995 and 1994, the Company sold $513 million and $384
million, respectively, of trade receivables to Tenneco Credit Corporation
("TCC"), a wholly-owned subsidiary of Tenneco Inc. TCC sells these trade
receivables to a third party in the ordinary course of its business.
6. DISCONTINUED OPERATIONS AND DISPOSITION OF ASSETS
Discontinued Operations
In 1994, the Company sold its brakes operation. Net proceeds from the sale
of the brakes operation was approximately $18 million. Net assets and results
from discontinued operations as of and for the years ended December 31, 1994
and 1993, are as follows:
<TABLE>
<CAPTION>
1994 1993
(MILLIONS) ---- ----
<S> <C> <C>
Net assets at December 31..................................... $ -- $61
==== ===
Net sales and operating revenues.............................. $ 62 $54
==== ===
Loss before income taxes and interest allocation.............. $ (8) $(8)
Income tax benefit............................................ 5 4
---- ---
Loss before interest allocation............................... (3) (4)
Allocation of interest expense, net of income tax (a)......... (2) (3)
---- ---
Net loss...................................................... (5) (7)
---- ---
Loss on disposition........................................... (41) --
Income tax benefit from loss on disposition................... 15 --
---- ---
Net loss on disposition....................................... (26) --
---- ---
Net loss from discontinued operations......................... $(31) $(7)
==== ===
</TABLE>
- --------
(a) The allocation of interest expense to discontinued operations is based on
the ratio of net assets of discontinued operations to Tenneco consolidated
net assets plus debt.
Disposition of Assets
In the second quarter of 1996, Tenneco Packaging entered into an agreement
to form a joint venture with Caraustar Industries whereby Tenneco Packaging
sold its two recycled paperboard mills and recycling operation to the joint
venture in return for cash and an equity interest in the joint venture. The
Company recognized a $50 million pre-tax gain from the sale in the second
quarter of 1996.
In 1995, the Company sold certain facilities and assets, principally at its
Tenneco Packaging segment. Proceeds from these dispositions were $56 million
resulting in a pre-tax net gain of $15 million.
F-14
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
During 1994, the Company disposed of several assets and investments
including a facility, machinery and equipment at Tenneco Packaging. Proceeds
from these dispositions were $16 million resulting in a pre-tax gain of $5
million.
During 1993, the Company disposed several Tenneco Packaging operations. The
proceeds from dispositions were $83 million and the pre-tax gain was $29
million.
7. LONG-TERM DEBT, SHORT-TERM DEBT AND FINANCING ARRANGEMENTS
Long-Term Debt
A summary of long-term debt outstanding and allocated corporate debt
obligations at December 31, 1995 and 1994, is set forth in the following table
(Note):
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- ------ ------
<S> <C> <C>
Notes due 1996 through 2014, average effective interest rate
10.9% in 1995 and 7.9% in 1994 (net of $32 million in 1995
and $33 million in 1994 of unamortized discount)............. $ 41 $ 52
Other obligations due 1996 through 2007, average effective
interest rate 8.8% in 1995 and
8.4 % in 1994................................................ 26 20
Current maturities............................................ (6) (5)
------ ------
61 67
------ ------
Allocated corporate debt obligations, average effective
interest rate 7.7% in 1995 and 8.3% in 1994.................. 1,587 972
------ ------
$1,648 $1,039
====== ======
</TABLE>
Note: Reference is made to Note 5 for a discussion of allocated corporate debt
obligations.
At December 31, 1995 and 1994, approximately $72 million and $154 million,
respectively, of gross plant, property and equipment was pledged as collateral
to secure $30 million and $31 million, respectively, principal amounts of
long-term debt.
The aggregate maturities applicable to non-allocated issues outstanding at
December 31, 1995, are $6 million, $7 million, $6 million, $5 million and $6
million for 1996, 1997, 1998, 1999 and 2000, respectively.
Short-Term Debt
The Company uses lines of credit and overnight borrowings to finance its
short-term capital requirements. Information regarding short-term credit
agreements for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS) 1995 1994
- --------------------- ---- ----
<S> <C> <C>
Outstanding borrowings at end of year............................... $16 $ 22
Weighted average interest rate on outstanding borrowings at end of
year............................................................... 6.8% 8.1%
Approximate maximum month-end outstanding borrowings during year.... $18 $163
Approximate average month-end outstanding borrowings during year.... $11 $ 53
</TABLE>
Note: Includes borrowings under both committed credit facilities and
uncommitted lines of credit and similar arrangements.
The Company had other short-term borrowings outstanding of $17 million at
December 31, 1995, and $8 million at December 31, 1994 and was allocated
short-term corporate debt obligations of $345 million at December 31, 1995 and
$73 million at December 31, 1994.
F-15
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Financing Arrangements
As of December 31, 1995, the Company had arranged committed credit
facilities of $43 million of which approximately $12 million had been
utilized. The credit facilities have various terms and the Company is
generally required to pay commitment fees on the unused portion of the total
commitment and facility fees on the total commitment.
8. FINANCIAL INSTRUMENTS
The carrying and estimated fair values of the Company's financial
instruments by class at December 31, 1995 and 1994, were as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- -------------- --------------
CARRYING FAIR CARRYING FAIR
ASSETS (LIABILITIES) AMOUNT VALUE AMOUNT VALUE
- -------------------- -------- ----- -------- -----
<S> <C> <C> <C> <C>
Asset and Liability Instruments
Cash and temporary cash investments.......... $ 103 $ 103 $ 350 $ 350
Receivables (customer, affiliated and long-
term)....................................... 484 484 348 348
Accounts payable (trade and affiliated)...... (636) (636) (533) (533)
Short-term debt (excluding current
maturities) (Note).......................... (33) (33) (30) (30)
Long-term debt (including current maturities)
(Note)...................................... (67) (52) (72) (74)
Instruments With Off-Balance-Sheet Risk
Derivative
Foreign currency contracts................. 5 4 17 18
Non-derivative
Financial guarantees....................... -- (15) -- (20)
</TABLE>
Note: The carrying amounts and estimated fair values of short-term and long-
term debt are before allocation of corporate debt to the Company from Tenneco.
See Note 5.
Asset and Liability Instruments
The fair value of cash and temporary cash investments, receivables, accounts
payable, and short-term debt in the above table was considered to be the same
as or was not determined to be materially different from the carrying amount.
At December 31, 1995 and 1994, respectively, the Company's aggregate customer
and long-term receivable balance was concentrated by industry segment as
follows: Tenneco Automotive, 77% and 76%, respectively, and Tenneco Packaging,
23% and 24%, respectively.
Long-term debt--The fair value of fixed-rate long-term debt was based on the
market value of debt with similar maturities and interest rates.
Instruments With Off-Balance-Sheet Risk
Derivative
The Company utilizes foreign exchange forward contracts to hedge certain
translation effects of the Company's investment in net assets in certain
foreign affiliated companies. Pursuant to these arrangements, the Company
recognized aggregate after-tax translation gains (losses) of $3 million, $(2)
million and $5 million for 1995, 1994 and 1993, respectively, which have been
included in the balance sheet caption "Combined equity."
The Company routinely enters into various foreign currency forward purchase
and sale contracts to hedge the transaction effect of exchange rate movements
on receivables and payables denominated in foreign currencies. These foreign
currency contracts generally mature in one year or less.
F-16
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
In managing its foreign currency exposures, the Company identifies naturally
occurring offsetting positions and then hedges residual exposures. The
following table summarizes by major currency the contractual amounts of
foreign currency contracts utilized by the Company:
<TABLE>
<CAPTION>
NOTIONAL AMOUNT
-----------------------------
DECEMBER 31, DECEMBER 31,
1995 1994
------------- ---------------
(MILLIONS) PURCHASE SELL PURCHASE SELL
---------- -------- ---- -------- ------
<S> <C> <C> <C> <C>
Foreign currency contracts (in US$):
Australian Dollars....................... $ 1 $202 $ 94 $ 26
British Pounds........................... 81 125 277 964
Canadian Dollars......................... 23 50 81 74
French Francs............................ 44 16 94 15
U.S. Dollars............................. 240 81 244 377
Other.................................... 127 83 274 123
---- ---- ------ ------
$516 $557 $1,064 $1,579
==== ==== ====== ======
</TABLE>
Based on exchange rates at December 31, 1995 and 1994, the cost of replacing
these contracts in the event of non-performance by the counterparties would
not have been material.
Non-derivative
Guarantees--At December 31, 1995 and 1994, the Company had guaranteed
payment and performance of approximately $15 million and $20 million,
respectively, primarily with respect to letters of credit and other guarantees
supporting various financing and operating activities.
9. INCOME TAXES
The domestic and foreign components of income from continuing operations
before income taxes are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (MILLIONS) 1995 1994 1993
---------------------------------- ---- ---- ----
<S> <C> <C> <C>
U.S. income before income taxes........................... $361 $242 $169
Foreign income before income taxes........................ 151 110 111
---- ---- ----
Income before income taxes................................ $512 $352 $280
==== ==== ====
</TABLE>
Following is a comparative analysis of the components of combined income tax
expense applicable to continuing operations:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (MILLIONS) 1995 1994 1993
---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Current--
U.S.................................................... $ 54 $ 42 $ 58
State and local........................................ 38 23 21
Foreign................................................ 64 30 35
---- ---- ----
156 95 114
---- ---- ----
Deferred--
U.S.................................................... 61 31 (9)
Foreign................................................ 14 (12) 10
---- ---- ----
75 19 1
---- ---- ----
Income tax expense....................................... $231 $114 $115
==== ==== ====
</TABLE>
Current U.S. income tax expense for the years ended December 31, 1995, 1994
and 1993, include tax benefits of $53 million, $33 million and $32 million,
respectively, related to the allocation of corporate interest expense to the
Company from Tenneco. See Note 5.
F-17
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
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 (MILLIONS) 1995 1994 1993
- ---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Tax expense computed at the statutory U.S. federal income tax
rate......................................................... $179 $123 $ 98
Increases (reductions) in income tax expense resulting from:
Foreign income taxed at different rates and foreign losses
with no tax benefit........................................ 17 (12) 7
State and local taxes on income, net of U.S. federal income
tax benefit................................................ 25 16 13
U.S. federal income tax rate change......................... -- -- 2
Realization of unrecognized deferred tax assets............. -- (12) --
Other....................................................... 10 (1) (5)
---- ---- ----
Income tax expense............................................ $231 $114 $115
==== ==== ====
</TABLE>
The components of the Company's net deferred tax liability at December 31,
1995 and 1994, were as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
---------- ---- ----
<S> <C> <C>
Deferred tax assets--
Tax loss carryforwards...................................... $ 83 $ 76
Postretirement benefits other than pensions................. 41 39
Other....................................................... 31 54
Valuation allowance......................................... (83) (72)
---- ----
Net deferred tax asset...................................... 72 97
---- ----
Deferred tax liabilities--
Tax over book depreciation.................................. 204 163
Pension..................................................... 158 146
Book versus tax gains and losses on asset disposals......... 63 49
Other....................................................... 7 8
---- ----
Total deferred tax liability................................ 432 366
---- ----
Net deferred tax liability.................................... $360 $269
==== ====
</TABLE>
As reflected by the valuation allowance in the table above, the Company had
potential tax benefits of $83 million and $72 million at December 31, 1995 and
1994, respectively, which were not recognized in the Combined Statements of
Income when generated. These benefits resulted primarily from foreign tax loss
carryforwards which are available to reduce future foreign tax liabilities. At
December 31, 1995, the Company had tax benefits of $83 million from foreign
net operating loss carryforwards which will carry forward indefinitely.
10. MINORITY INTEREST
At both December 31, 1995 and 1994, the Company reported minority interest
in the balance sheet of $301 million. At December 31, 1995, $293 million of
minority interest resulted from the December 1994 sale of a 25% preferred
stock interest in Tenneco International Holding Corp. ("TIHC") to a financial
investor. TIHC holds certain assets including the capital stock of Tenneco
Canada Inc., Monroe Europe N.V., Monroe Australia Proprietary Limited, Walker
France S.A. and other subsidiaries included in the Tenneco Automotive segment.
For financial reporting purposes, the assets, liabilities and earnings of TIHC
and its subsidiaries are combined in the Company's financial statements, and
the investor's preferred stock interest has been recorded as "Minority
interest" in the Combined Balance Sheets.
F-18
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Dividends on the TIHC preferred stock are based on the issue price ($300
million) times a rate per annum equal to 1.12% over LIBOR and are payable
quarterly in arrears on the last business day of each quarter commencing on
March 31, 1995. For 1995, the weighted average rate paid on TIHC preferred
stock was 7.30%. Additionally, beginning in 1996, the holder of the 12,000,000
shares of preferred stock will be entitled to receive, when and if declared by
the Board of Directors of TIHC, participating dividends based on the operating
income growth rate of TIHC. For financial reporting purposes, dividends paid
by TIHC to its financial investors have been recorded in the Company's
Combined Statements of Income as "Minority interest."
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
Postretirement Benefits
The Company's employees participate in Tenneco's postretirement health care
and life insurance plans which cover the Company's employees who meet certain
eligibility requirements. For salaried employees, the plans cover employees
retiring from the Company on or after attaining age 55 who have had at least
10 years service with the Company after attaining age 45. For hourly
employees, the postretirement benefit plans generally cover employees who
retire pursuant to one of the Company's hourly employee retirement plans. All
of these benefits may be subject to deductibles, co-payment provisions and
other limitations, and Tenneco or the Company, as applicable, has reserved the
right to change these benefits. Tenneco's postretirement benefit plans are not
funded.
Generally, the Company will retain liabilities with respect to welfare
benefits of its current and former employees and their dependents in
connection with the Distributions.
The funded status of the postretirement benefit plans reconciles with
amounts recognized in the balance sheet at December 31, 1995 and 1994, as
follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- ----- -----
<S> <C> <C>
Actuarial present value of accumulated postretirement benefit
obligation at September 30:
Retirees....................................................... $ 82 $ 76
Fully eligible active plan participants........................ 19 20
Other active plan participants................................. 33 27
----- -----
Total accumulated postretirement benefit obligation.............. 134 123
Plan assets at fair value at September 30........................ -- --
----- -----
Accumulated postretirement benefit obligation in excess of plan
assets at September 30.......................................... (134) (123)
Claims paid during the fourth quarter............................ 2 2
Unrecognized reduction of prior service obligations resulting
from plan amendments............................................ (12) (13)
Unrecognized net loss resulting from plan experience and changes
in actuarial assumptions........................................ 30 22
----- -----
Accrued postretirement benefit cost at December 31............... $(114) $(112)
===== =====
</TABLE>
Note: The accrued postretirement 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-19
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The net periodic postretirement benefit cost from continuing operations for
the years 1995, 1994 and 1993 consist of the following components:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
- ---------- ---- ---- ----
<S> <C> <C> <C>
Service cost for benefits earned during the year................. $ 3 $ 4 $ 3
Interest cost on accumulated postretirement benefit obligation... 10 10 9
Net amortization of unrecognized amounts......................... (1) (1) --
--- --- ---
Net periodic postretirement benefit cost......................... $12 $13 $12
=== === ===
</TABLE>
The initial weighted average assumed health care cost trend rate used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligation was 7%, 8% and 9%, 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 1995, 1994 and 1993 accumulated postretirement
benefit obligations by approximately $12 million, $10 million and $12 million,
respectively, and would increase the aggregate of the service cost and
interest cost components of the net postretirement benefit cost for 1995, 1994
and 1993 by approximately $1 million, $1 million and $2 million, respectively.
The discount rates (which are based on long-term market rates) used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligations were 7.75%, 8.25% and 7.50%, respectively.
Postemployment Benefits
The Company adopted FAS No. 112, "Employers' Accounting for Postemployment
Benefits," in the first quarter of 1994. This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. Implementation of this new rule reduced 1994
net income by $7 million, net of income tax benefits of $5 million, which was
reported as the cumulative effect of a change in accounting principle.
12. PENSION PLANS
The Company has various defined benefit plans which cover substantially all
of its employees. Benefits are based on years of service and, for most
salaried employees, on final average compensation. The Company's funding
policies are to contribute to the plans amounts necessary to satisfy the
funding requirements of federal laws and regulations. Plan assets consist of
listed equity and fixed income securities. Certain employees of the Company
participate in the Tenneco Inc. Retirement Plan (the "TRP"). Also, included in
the table below are pension obligations and assets related to certain former
employees of Tenneco which the Company will retain after the Distributions.
The Company will become the sole sponsor of the TRP after the Distributions.
The benefits accrued by Tenneco and Newport News employees in the TRP will be
frozen as of the last day of the calendar month including the Distributions
and the Company will amend the TRP to provide that all benefits accrued
through that day by Tenneco and Newport News employees are fully vested and
non-forfeitable.
F-20
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The funded status of the plans reconcile with amounts on the Combined
Balance Sheets at December 31, 1995 and 1994, as follows:
<TABLE>
<CAPTION>
PLANS IN
WHICH ASSETS PLANS IN WHICH
EXCEED ACCUMULATED
ACCUMULATED BENEFITS EXCEED ALL PLANS
BENEFITS ASSETS (NOTE)
-------------- ---------------- --------------
(MILLIONS) 1995 1994 1995 1994 1995 1994
- ---------- ------ ------ ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value
of benefits based on
service to date and
present pay levels at
September 30:
Vested benefit
obligation........... $1,793 $1,672 $ 35 $ 24 $1,828 $1,696
Non-vested benefit
obligation........... 38 31 4 2 42 33
------ ------ ------- ------- ------ ------
Accumulated benefit
obligation........... $1,831 $1,703 $ 39 $ 26 $1,870 $1,729
Additional amounts
related to projected
salary increases....... 72 63 3 4 75 67
------ ------ ------- ------- ------ ------
Total projected benefit
obligation at September
30..................... $1,903 $1,766 $ 42 $ 30 $1,945 $1,796
Plan assets at fair
value at September 30.. 2,233 1,968 8 9 2,241 1,977
------ ------ ------- ------- ------ ------
Plan assets in excess of
(less than) total
projected benefit
obligation at September
30..................... $ 330 $ 202 $ (34) $ (21) $ 296 $ 181
Contributions during the
fourth quarter......... 4 14 -- -- 4 14
Unrecognized net loss
resulting from plan
experience and changes
in actuarial
assumptions............ 142 234 2 3 144 237
Unrecognized prior
service obligations
resulting from plan
amendments............. 75 81 1 1 76 82
Remaining unrecognized
net obligation (asset)
at initial application. (80) (96) 1 1 (79) (95)
Adjustment recorded to
recognize minimum
liability.............. -- -- (2) (2) (2) (2)
------ ------ ------- ------- ------ ------
Prepaid (accrued)
pension cost at
December 31............ $ 471 $ 435 $ (32) $ (18) $ 439 $ 417
====== ====== ======= ======= ====== ======
</TABLE>
Note: Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid (accrued) pension 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.
Net periodic pension costs (income) from continuing operations for the years
1995, 1994 and 1993 consist of the following components:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Service cost--benefits earned during the
year................................... $ 23 $ 29 $ 20
Interest accrued on prior years
projected benefit obligation........... 144 110 60
Expected return on plan assets--
Actual (return) loss.................. (387) 16 (151)
Unrecognized excess (deficiency) of
actual return over expected return... 188 (175) 53
---- ---- ----
(199) (159) (98)
Net amortization of unrecognized
amounts................................ (3) 1 (7)
----- ----- -----
Net pension income...................... $ (35) $ (19) $ (25)
===== ===== =====
</TABLE>
The weighted average discount rates (which are based on long-term market
rates) used in determining the 1995, 1994 and 1993 actuarial present value of
the benefit obligations were 7.8%, 8.3% and 7.5%, respectively.
F-21
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The rate of increase in future compensation was 5.1%, 5.1% and 4.9% for 1995,
1994 and 1993, respectively. The weighted average expected long-term rate of
return on plan assets was 10% for 1995, 1994 and 1993.
13. SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company is a global manufacturer with the following business segments:
Tenneco Automotive
Manufacture and sale of exhaust and ride control systems, for both the
original equipment and replacement markets.
Tenneco Packaging
Manufacture and sale of packaging materials, cartons, containers and
specialty packaging products for consumer and commercial markets.
F-22
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The following tables summarize certain segment and geographic information of
the Company's businesses (Note):
<TABLE>
<CAPTION>
SEGMENT
--------------------------
RECLASS.
AND
(MILLIONS) AUTOMOTIVE PACKAGING OTHER ELIMINATION COMBINED
- ---------- ---------- --------- ----- ----------- --------
<S> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1995, AND FOR
THE YEAR THEN ENDED
Net sales and operating
revenues..................... $2,479 $2,752 $ -- $(10) $5,221
====== ====== ===== ==== ======
Operating profit.............. 248 440 44 -- 732
Equity in net income of
affiliated companies......... 1 -- -- -- 1
General corporate expenses.... (9) (10) (42) -- (61)
------ ------ ----- ---- ------
Income before interest
expense, income taxes and
minority interest............ 240 430 2 -- 672
====== ====== ===== ==== ======
Identifiable assets........... 1,874 3,405 925 (94) 6,110
Investment in affiliated
companies.................... 3 4 -- -- 7
------ ------ ----- ---- ------
Total assets................ 1,877 3,409 925 (94) 6,117
====== ====== ===== ==== ======
Depreciation, depletion and
amortization................. 84 110 2 -- 196
====== ====== ===== ==== ======
Capital expenditures for
continuing operations......... 208 316 38 -- 562
====== ====== ===== ==== ======
AT DECEMBER 31, 1994, AND FOR
THE YEAR THEN ENDED
Net sales and operating
revenues..................... $1,989 $2,184 $ -- $ (7) $4,166
====== ====== ===== ==== ======
Operating profit.............. 231 217 35 -- 483
Equity in net income of
affiliated companies......... -- -- -- -- --
General corporate expenses.... (8) (8) (11) -- (27)
------ ------ ----- ---- ------
Income before interest
expense, income taxes and
minority interest............ 223 209 24 -- 456
====== ====== ===== ==== ======
Identifiable assets........... 1,472 1,537 1,082 (156) 3,935
Investment in affiliated
companies.................... 2 3 -- -- 5
------ ------ ----- ---- ------
Total assets................ 1,474 1,540 1,082 (156) 3,940
====== ====== ===== ==== ======
Depreciation, depletion and
amortization................. 51 89 2 -- 142
====== ====== ===== ==== ======
Capital expenditures for
continuing operations......... 113 166 1 -- 280
====== ====== ===== ==== ======
AT DECEMBER 31, 1993, AND FOR
THE YEAR THEN ENDED
Net sales and operating
revenues..................... $1,785 $2,042 $ -- $ (7) $3,820
====== ====== ===== ==== ======
Operating profit.............. 230 146 24 -- 400
Equity in net income of
affiliated companies......... -- 2 -- -- 2
General corporate expenses.... (8) (9) (4) -- (21)
------ ------ ----- ---- ------
Income before interest
expense, income taxes and
minority interest............ 222 139 20 -- 381
====== ====== ===== ==== ======
Identifiable assets........... 987 1,433 576 (46) 2,950
Investment in affiliated
companies.................... 4 6 -- -- 10
Identifiable assets related to
discontinued operations...... 70 -- -- (1) 69
------ ------ ----- ---- ------
Total assets................ 1,061 1,439 576 (47) 3,029
====== ====== ===== ==== ======
Depreciation, depletion and
amortization................. 52 83 2 -- 137
====== ====== ===== ==== ======
Capital expenditures for
continuing operations......... 93 124 -- -- 217
====== ====== ===== ==== ======
</TABLE>
Note: Included in "other" above is the operations of Tenneco Business Services
("TBS"). TBS designs, implements and administers shared administrative service
programs for the Company as well as other Tenneco business entities.
F-23
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
GEOGRAPHIC AREA(B)
-------------------------------
RECLASS.
UNITED EUROPEAN OTHER AND
(MILLIONS) STATES CANADA UNION FOREIGN ELIMINATION COMBINED
- ---------- ------ ------ -------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1995, AND
FOR THE YEAR THEN ENDED
Net sales and operating
revenues:
Sales to unaffiliated
customers.............. $3,683 $149 $1,140 $249 $ -- $5,221
Transfers among
geographic areas(a).... 75 43 27 21 (166) --
------ ---- ------ ---- ---- ------
Total................. 3,758 192 1,167 270 (166) 5,221
====== ==== ====== ==== ==== ======
Operating profit.......... 585 20 102 25 -- 732
Equity in net income
(loss) of affiliated
companies................ 1 -- 1 (1) -- 1
General corporate
expenses................. (61) -- -- -- -- (61)
------ ---- ------ ---- ---- ------
Income before interest
expense, income taxes and
minority interest........ 525 20 103 24 -- 672
====== ==== ====== ==== ==== ======
Identifiable assets....... 4,664 207 1,077 241 (79) 6,110
Investment in affiliated
companies................ 3 -- 2 2 -- 7
------ ---- ------ ---- ---- ------
Total assets.......... 4,667 207 1,079 243 (79) 6,117
====== ==== ====== ==== ==== ======
AT DECEMBER 31, 1994, AND
FOR THE YEAR THEN ENDED
Net sales and operating
revenues:
Sales to unaffiliated
customers.............. $3,143 $165 $ 624 $234 $ -- $4,166
Transfers among
geographic areas(a).... 72 36 39 30 (177) --
------ ---- ------ ---- ---- ------
Total................. 3,215 201 663 264 (177) 4,166
====== ==== ====== ==== ==== ======
Operating profit.......... 376 31 47 29 -- 483
Equity in net income
(loss) of affiliated
companies................ 1 -- -- (1) -- --
General corporate
expenses................. (27) -- -- -- -- (27)
------ ---- ------ ---- ---- ------
Income before interest
expense, income taxes and
minority interest........ 350 31 47 28 -- 456
====== ==== ====== ==== ==== ======
Identifiable assets....... 2,729 141 1,149 17 (101) 3,935
Investment in affiliated
companies................ 4 -- -- 1 -- 5
------ ---- ------ ---- ---- ------
Total assets............ 2,733 141 1,149 18 (101) 3,940
====== ==== ====== ==== ==== ======
</TABLE>
See Notes on following page.
F-24
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
GEOGRAPHIC AREA(B)
-------------------------------
RECLASS.
UNITED EUROPEAN OTHER AND
(MILLIONS) STATES CANADA UNION FOREIGN ELIMINATION COMBINED
- ---------- ------ ------ -------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
AT DECEMBER 31, 1993, AND
FOR THE YEAR THEN ENDED
Net sales and operating
revenues:
Sales to unaffiliated
customers.............. $2,875 $176 $569 $200 $ -- $3,820
Transfers among geo-
graphic areas(a)....... 67 32 35 19 (153) --
------ ---- ---- ---- ---- ------
Total................. 2,942 208 604 219 (153) 3,820
====== ==== ==== ==== ==== ======
Operating profit.......... 293 28 56 23 -- 400
Equity in net income of
affiliated companies..... 1 -- 1 -- -- 2
General corporate ex-
penses................... (21) -- -- -- -- (21)
------ ---- ---- ---- ---- ------
Income before interest ex-
pense, income taxes and
minority interest........ 273 28 57 23 -- 381
====== ==== ==== ==== ==== ======
Identifiable assets....... 2,154 111 583 139 (37) 2,950
Investment in affiliated
companies................ 5 -- 2 3 -- 10
Identifiable assets re-
lated to discontinued op-
erations................. 54 15 1 -- (1) 69
------ ---- ---- ---- ---- ------
Total assets.......... 2,213 126 586 142 (38) 3,029
====== ==== ==== ==== ==== ======
</TABLE>
Notes: (a) Products are transferred between geographic areas on a basis
intended to reflect as nearly as possible the "market value" of the products.
(b) As reflected above, the Company's segments principally market their
products and services in the United States, with significant sales in the
European Union and other foreign countries.
The Company is engaged in the sale of products for export from the United
States. Such sales are reflected in the table below:
<TABLE>
<CAPTION>
(MILLIONS)
GEOGRAPHIC AREA PRINCIPAL PRODUCTS 1995 1994 1993
--------------- ------------------------------------------ ---- ---- ----
<C> <S> <C> <C> <C>
Canada Paperboard products, molded and pressed $ 72 $ 75 $ 80
pulp goods, corrugated boxes, aluminum and
plastics
European Union Molded and pressed pulp goods, paperboard 23 21 22
products, corrugated boxes, aluminum and
plastics
Other Foreign Ride control systems, molded and pressed 69 49 45
pulp goods, paperboard products,
corrugated boxes, aluminum and plastics
---- ---- ----
Total Export Sales $164 $145 $147
==== ==== ====
</TABLE>
14. COMMITMENTS AND CONTINGENCIES
Capital Commitments
The Company estimates that expenditures aggregating approximately $567
million will be required after December 31, 1995, to complete facilities and
projects authorized at such date, and substantial commitments have been made
in connection therewith.
F-25
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Lease Commitments
The Company holds certain of its facilities and equipment under long-term
leases. The minimum rental commitments under non-cancelable operating leases
with lease terms in excess of one year are $134 million, $126 million, $124
million, $113 million and $117 million for the years 1996, 1997, 1998, 1999
and 2000, respectively, and $866 million for subsequent years. Of these
amounts, $81 million for 1996, $84 million for 1997, $93 million for 1998, $86
million for 1999, $92 million for 2000 and $689 million for subsequent years
are lease payment commitments to GECC, John Hancock, Metropolitan Life and
others (collectively, the "Lessors") for assets purchased by these companies
from Georgia-Pacific in January 1991 and leased to Tenneco Packaging.
The Company has the right to purchase from the Lessors the various leased
assets under certain conditions as specified in the agreements. In the event
the purchase options are not exercised, and that no event of default, as
defined, exists at the renewal dates, the Company also has the right to extend
the various lease terms on a basis set forth in the agreements. Throughout the
lease terms, the Company is required to maintain the leased properties which
includes reforestation of the timberlands harvested.
Commitments under capital leases were not significant to the accompanying
combined financial statements. Total rental expense for continuing operations
for the years 1995, 1994 and 1993, was $171 million, $161 million and $131
million, respectively, including minimum rentals under non-cancelable
operating leases of $148 million, $143 million and $138 million for the
corresponding periods.
Tenneco Packaging's various lease agreements require that it comply with
certain covenants and restrictions, including financial ratios that, among
other things, place limitations on incurring additional "funded debt" as
defined by the agreements. Under the provisions of the lease agreements, in
order to incur funded debt, Tenneco Packaging must maintain a pretax cash flow
coverage ratio, as defined, on a cumulative four quarter basis of a minimum of
2.0, subsequently modified to 1.25 through December 31, 1995. Tenneco
Packaging was in compliance with all of its covenants at December 31, 1995.
Litigation
The legal entities which comprise the Company are parties to various legal
proceedings arising from their operations. Management 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 the
Company.
Environmental Matters
The Company is subject to a variety of environmental and pollution control
laws and regulations in all jurisdictions in which it operates. The potential
costs related to the Company for various environmental matters are uncertain
due to such factors as the unknown magnitude of possible cleanup costs, the
complexity and evolving nature of governmental laws and regulations and their
interpretations, and the timing, varying costs and effectiveness of
alternative cleanup technologies. Liabilities recorded by the Company for
environmental contingencies are estimates of probable costs based upon
available information and assumptions. Because of these uncertainties,
however, the Company's estimates may change. The Company believes that any
additional costs identified as further information becomes available would not
have a material effect on the financial position or results of operations of
the Company.
F-26
<PAGE>
THE BUSINESSES OF NEW TENNECO
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
15. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE
INCOME BEFORE EFFECT OF
INTEREST LOSS FROM CHANGE IN
NET SALES EXPENSE, INCOME DISCONTINUED ACCOUNTING
AND INCOME TAXES FROM OPERATIONS PRINCIPLE,
QUARTER OPERATING AND MINORITY CONTINUING NET OF NET OF NET
(MILLIONS) REVENUES INTEREST OPERATIONS INCOME TAX INCOMETAX INCOME
- ---------- --------- ------------- ---------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
1996 1st................ $1,539 $161 $ 60 $ -- $-- $ 60
2nd................... 1,694 253 118 -- -- 118
------ ---- ---- ---- --- ----
$3,233 $414 $178 $ -- $-- $178
====== ==== ==== ==== === ====
1995 1st................ $1,237 $177 $ 76 $ -- $-- $ 76
2nd................... 1,340 201 92 -- -- 92
3rd................... 1,263 173 73 -- -- 73
4th................... 1,381 121 17 -- -- 17
------ ---- ---- ---- --- ----
$5,221 $672 $258 $ -- $-- $258
====== ==== ==== ==== === ====
1994 1st................ $ 954 $ 78 $ 51 $ (2) $(7) $ 42
2nd................... 1,071 125 45 (23) -- 22
3rd................... 1,071 149 117 -- -- 117
4th................... 1,070 104 25 (6) -- 19
------ ---- ---- ---- --- ----
$4,166 $456 $238 $(31) $(7) $200
====== ==== ==== ==== === ====
</TABLE>
Notes: Reference is made to Notes 3, 4 and 6 and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for items affecting
quarterly results.
The preceding notes are an integral part of the foregoing financial
statements.
F-27
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Mobil Oil Corporation
We have audited the accompanying combined statement of net assets of the
Mobil Plastics Division of Mobil Oil Corporation (the "Division") as of
November 17, 1995 and December 28, 1994 and the related combined statements of
operations before income taxes, changes in net assets and cash flows for the
period December 29, 1994 to November 17, 1995 and the year ended December 28,
1994. These financial statements are the responsibility of the Division's
management. Our responsibility is to express an opinion on these financial
statements 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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1, the accompanying financial statements were prepared
to present the net assets and operations before income taxes of the Division,
which does not have a separate legal status or existence, and are not intended
to be a complete presentation of the assets and liabilities or the results of
operations of Mobil Oil Corporation.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined net assets of the Division at November
17, 1995 and December 28, 1994 and the combined results of its operations
before income taxes and its cash flows before income taxes for the period
December 29, 1994 to November 17, 1995 and the year ended December 28, 1994 in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Buffalo, New York
August 9, 1996
F-28
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
COMBINED STATEMENT OF NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
<S> <C> <C>
Current assets:
Accounts receivable--net............................ $114,219 $102,930
Inventories......................................... 92,492 73,785
Prepaid expenses and other current assets........... 1,232 552
-------- --------
Total current assets.................................. 207,943 177,267
Properties, plants and equipment--net................. 330,269 306,078
Assets held for sale.................................. 4,263 9,160
-------- --------
Total assets.......................................... 542,475 492,505
Current liabilities:
Accounts payable.................................... 53,788 53,503
Accrued restructuring charges....................... 5,575 28,837
Accrued expenses--other............................. 57,860 81,571
-------- --------
Total current liabilities............................. 117,223 163,911
-------- --------
Net assets............................................ $425,252 $328,594
======== ========
</TABLE>
See notes to combined financial statements.
F-29
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
COMBINED STATEMENT OF OPERATIONS BEFORE INCOME TAXES
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE
DECEMBER 29, 1994 YEAR ENDED
TO DECEMBER 28,
NOVEMBER 17, 1995 1994
----------------- ------------
<S> <C> <C>
Net sales....................................... $994,686 $1,035,884
Other operating revenue......................... 1,028 1,050
-------- ----------
995,714 1,036,934
Operating expenses:
Cost of goods sold............................ 625,330 665,150
Selling, distribution, general and
administrative............................... 259,323 281,544
Research and development...................... 7,879 8,612
Restructuring and other charges............... 9,267 77,716
-------- ----------
901,799 1,033,022
-------- ----------
Operating income................................ 93,915 3,912
Other income.................................... 6,000 695
-------- ----------
Income before income taxes...................... $ 99,915 $ 4,607
======== ==========
</TABLE>
See notes to combined financial statements.
F-30
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
COMBINED STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<S> <C>
Excess of combined assets over liabilities at December 29, 1993...... $ 432,150
Income before income taxes........................................... 4,607
Net change in foreign currency translation adjustment................ (239)
Net change in parent company advances................................ (107,924)
---------
Excess of combined assets over liabilities at December 28, 1994...... 328,594
Income before income taxes........................................... 99,915
Net change in foreign currency transaction adjustment................ (179)
Net change in parent company advances................................ (3,078)
---------
Excess of combined assets over liabilities at November 17, 1995...... $ 425,252
=========
</TABLE>
See notes to combined financial statements.
F-31
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
COMBINED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Income before income taxes........................... $99,915 $ 4,607
Adjustments to reconcile income before income taxes
to net cash flows provided by operating activities:
Depreciation....................................... 34,538 42,184
Write down of properties, plants, equipment and
inventory as a result of restructuring program.... 4,842 34,386
Gain (loss) on disposal of machinery and equipment. (20) 3,005
Changes in operating assets and liabilities:
Accounts receivable--net......................... (11,289) (11,605)
Inventories...................................... (18,707) 52,431
Prepaid expenses and other current assets........ (680) 5,056
Accounts payable and accrued expenses............ (23,426) 9,749
Accrued restructuring charges.................... (23,262) 28,837
Other............................................ 197 462
------- --------
Cash provided by operating activities................ 62,108 169,112
INVESTING ACTIVITIES
Capital expenditures................................. (63,858) (63,031)
Proceeds from sale of machinery and equipment........ 4,828 1,843
------- --------
Cash used in investing activities.................... (59,030) (61,188)
FINANCING ACTIVITIES
Change in parent company investment.................. (3,078) (107,924)
------- --------
Cash used in financing activities.................... (3,078) (107,924)
------- --------
Net change in cash and cash equivalents.............. -- --
Cash and cash equivalents:
Beginning of period................................ -- --
------- --------
End of period...................................... $ -- $ --
======= ========
</TABLE>
See notes to combined financial statements.
F-32
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying combined financial statements present, on a historical cost
basis, the combined assets, liabilities, revenue and expense related to the
Mobil Plastics Division of Mobil Oil Corporation ("The Division" or the
"Plastics Division") as of November 17, 1995 and December 28, 1994. These
statements are presented as if the Division had existed as a separate entity
during the periods presented. Transactions between the businesses included in
these statements have been eliminated.
On November 17, 1995, substantially all of the assets and liabilities of the
Division were purchased by Tenneco Inc. pursuant to the Asset Purchase
Agreement dated October 1, 1995 among Mobil Oil Corporation, Mobil Chemical
Canada, Ltd. and Tenneco Inc. (the "agreement"). In accordance with the
agreement, certain assets and liabilities of the Division were retained by
Mobil Oil Corporation; however, with the exception of income taxes, these
assets and liabilites are included in the accompanying combined financial
statements.
The combined financial statements include the financial position and results
of operations of the Plastics Packaging and Consumer Products business groups,
which, prior to the sale to Tenneco Inc., were 100% owned by Mobil Corporation
("Mobil") through the legal entity, Mobil Oil Corporation ("Mobil Oil"). These
business groups have been organized as part of a division of Mobil Chemical
Company ("Mobil Chemical"), which is an operating entity of Mobil Oil.
The Division incurs certain common costs which relate to both the Division
and other Mobil Chemical operations, and management has made allocations of
these costs to the Division. Also, in order to prepare these combined
financial statements, management has made certain allocations of liabilities
to the Division. Management of Mobil Chemical believes such allocations are
reasonable; however, the amounts could differ from amounts that would be
determined if the Division were operated on a stand-alone basis.
Net assets reflect Mobil's historical cost basis investment in the Division,
accumulated earnings and losses of the Division, cumulative exchange
translation adjustments and intercompany activity with Mobil and other
affiliates which are not settled on a current basis.
Income taxes have been excluded from the accompanying combined financial
statements as the responsibility for such taxes is being retained by Mobil
Oil.
2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
All cash and cash equivalents are transferred to Mobil Oil Corporation
through the intercompany account on a current basis and, with the exception of
petty cash, are excluded from assets on the accompanying combined statements
of net assets. The Division is part of a centralized cash management system of
Mobil Oil, whereby all cash disbursements of the Division are funded by, and
all cash receipts are transferred to, Mobil Oil.
Inventories
Inventories are stated at cost, but not in excess of market. The cost of
substantially all product inventories is determined by the last-in, first-out
(LIFO) method. The cost of maintenance and supplies inventories is determined
by the first-in, first-out method.
Properties, Plants and Equipment
Properties, plants and equipment are stated at cost. Depreciation is
computed principally using the straight-line and various accelerated methods
over the estimated useful lives of the assets which range from 3 years to 11
F-33
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
years for machinery and equipment, and 25 years to 32 years for land
improvements and buildings. Expenditures for renewals and improvements that
extend the useful life of an asset are capitalized. Expenditures for routine
repairs and maintenance are charged to operations when incurred. Property
items retired or otherwise disposed of are removed from the property and
related accumulated depreciation accounts. Any profit or loss is included in
operations.
Foreign Currency Translation
Financial statements for the Canadian operations are translated into U.S.
dollars at period-end exchange rates as to assets and liabilities and weighted
average exchange rates as to revenues and expenses. The resulting translation
adjustments are recorded as part of net assets.
Use of Estimates
The financial statements, which are prepared in conformity with generally
accepted accounting principles, include amounts that are based, in part, on
management's best estimates and judgments.
Revenue Recognition
The Division recognizes revenue at the point of passage of title, which is
at the time of shipment to the customer.
Promotional Programs
The Division accrues for the costs of promotional programs, including cents-
off coupons and other trade related programs, at the time the program is made
available to customers. Any adjustments between the original estimate and
ultimate costs are recorded as a change in estimate in the period known. This
change in estimate in 1995 resulted in a reduction of expense of approximately
$9 million.
Environmental Liabilities
The estimated future costs for known environmental remediation requirements
are accrued when it is probable that a liability has been incurred and the
amount of remediation costs can be reasonably estimated. These amounts are the
undiscounted future estimated costs under existing regulatory requirements and
using existing technology.
Allocation of Expenses
The Division shares certain services with other related business groups at
the Divisional level. Services are also performed by Mobil Chemical, Mobil Oil
and Mobil Corporation. These services are allocated to the Plastics Division
primarily on the basis of estimated usage of services. A summary of the
services and the amounts allocated to the Division are described in Note 10.
3. OPERATING ACTIVITIES
The Division is comprised of two primary business groups, Plastics Packaging
and Consumer Products. Plastics Packaging serves food service, supermarkets
and industrial segments while Consumer Products serves the packaged goods
segment of the retail industry. The Division's products include waste bags,
tableware, food bags, food service disposables, meat trays, clear containers,
grocery sacks and stretch film. The Division operates ten manufacturing
facilities in the United States and one in Canada. These facilities consist of
six polyethylene and five polystyrene fabricating plants. The Division
primarily markets its products to customers in North America. There are no
further geographic concentrations of customers, and, generally, collateral is
not required.
F-34
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
4. ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
(THOUSANDS)
<S> <C> <C>
Accounts receivable--trade............................ $112,239 $101,911
Other receivables..................................... 3,067 2,108
Less: Allowance for doubtful accounts................. (1,087) (1,089)
-------- --------
$114,219 $102,930
======== ========
</TABLE>
5. INVENTORIES
Major classes of inventories are as follows:
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
(THOUSANDS)
<S> <C> <C>
Raw material.......................................... $ 25,068 $24,443
In-process............................................ 12,740 10,637
Finished product...................................... 84,752 63,866
-------- -------
Product inventory at current cost..................... 122,560 98,946
Less: LIFO and other product inventory reserves....... (43,895) (44,893)
-------- -------
78,665 54,053
Other material and supplies........................... 6,427 6,274
Maintenance........................................... 7,400 13,458
-------- -------
$ 92,492 $73,785
======== =======
</TABLE>
As a result of the decrease in the level of inventories in 1994, a LIFO
layer liquidation occurred. The impact of the liquidation was approximately a
$7,340 thousand decrease to cost of goods sold for the year ended December 28,
1994. The reduction to cost of goods sold consists of a decrease of $8,640
thousand for the Consumer Products business group which is offset by an
increase of $1,300 thousand for the Plastics Packaging business group.
6. PROPERTIES, PLANTS AND EQUIPMENT
Major classes of properties, plants and equipment are as follows:
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
(THOUSANDS)
<S> <C> <C>
Land and land improvements............................ $ 17,185 $ 17,092
Buildings............................................. 112,218 111,262
Machinery, equipment, furniture and fixtures.......... 591,343 561,596
Construction in progress.............................. 50,642 31,580
--------- ---------
Properties, plants and equipment--gross............... 771,388 721,530
Less accumulated depreciation......................... (441,119) (415,452)
--------- ---------
Properties, plants and equipment--net................. $ 330,269 $ 306,078
========= =========
</TABLE>
F-35
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
7. ASSETS HELD FOR SALE
As part of the Division's reengineering program, as described in Note 15,
the Division closed two manufacturing plants and eliminated unprofitable
product lines which resulted in either the sale or disposal of the related
machinery and equipment. The restructuring charge recorded in 1995 and 1994
includes $4,713 thousand and $28,581 thousand to write-down the two plants,
machinery and equipment to their estimated realizable value. These items had
an original cost of approximately $108,700 thousand and accumulated
depreciation of approximately $66,000 thousand prior to the restructuring
charge. The Washington, New Jersey plant was closed in September 1994, and the
Woodland, California plant was closed in March 1995. The items that have not
been sold or disposed of are included as assets held for sale in the
accompanying combined statement of net assets at management's estimate of the
realizable value.
8. ACCRUED EXPENSES--OTHER
Accrued expenses--other consists of the following:
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
(THOUSANDS)
<S> <C> <C>
Promotional programs.................................. $28,861 $42,139
Vacation.............................................. 6,752 7,993
Quantity discounts.................................... 5,791 7,150
Freight............................................... 4,847 6,965
Sales force and other bonuses......................... 2,624 2,331
Benefits.............................................. 2,310 3,442
Commissions........................................... 1,421 1,671
Relocation costs...................................... 1,152 873
Sales and use tax..................................... 1,042 674
Workers compensation insurance........................ 965 2,230
Insurance programs.................................... 769 773
Advertising........................................... 446 1,219
Property taxes........................................ 221 904
Salaries.............................................. -- 2,067
Other accrued expenses................................ 659 1,140
------- -------
$57,860 $81,571
======= =======
</TABLE>
9 FOREIGN CURRENCY TRANSLATION
The cumulative currency translation adjustment included in net assets
consists of the following unrealized gain (loss):
<TABLE>
<CAPTION>
(THOUSANDS)
-----------
<S> <C>
Balance at December 29, 1993........................................ $ (770)
Exchange adjustments.............................................. (239)
-------
Balance at December 28, 1994........................................ (1,009)
Exchange adjustments.............................................. (179)
-------
Balance at November 17, 1995........................................ $(1,188)
=======
</TABLE>
F-36
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
10. RELATED PARTY TRANSACTIONS
Mobil Chemical Company, Mobil Oil Corporation, and Mobil Corporation have
provided the Plastics Division with various administrative and financial
services. Mobil Chemical Company services include computer systems,
accounting, legal and purchasing functions. Mobil Oil Corporation and Mobil
Corporation services include computer mainframe and networking charges,
payroll and employee benefits administration, health, safety and environmental
compliance programs, and plastics industry trade dues. It is Mobil's policy to
allocate centrally incurred costs primarily on the basis of usage or on
estimated time spent. Management believes these allocations and charges have
been made on a reasonable basis; however, they are not necessarily indicative
of the level of expenses which might have been incurred had the Division been
operating as a stand-alone entity.
Charges allocated to the Division from the above-mentioned sources amounted
to approximately $21,110 thousand and $24,980 thousand for the period December
29, 1994 to November 17, 1995 and the year ended December 28, 1994,
respectively. In addition to the above charges, the Division is allocated a
surcharge based on payroll for various employee benefits, including those
mandated by statute. For U.S. operations these charges amounted to $36,606
thousand and $46,591 thousand, and for Canadian operations these charges
amounted to $502 thousand and $610 thousand for the periods ended November 17,
1995 and December 28, 1994, respectively. In addition, workers' compensation
costs were allocated to the Division from Mobil Oil based on payroll, state
mandated rates, and experience ratings. Workers' compensation costs allocated
to the Division for the periods ended November 17, 1995 and December 28, 1994,
amounted to approximately $4,811 thousand and $7,300 thousand, respectively.
The Division obtains general liability and fire and extended property
insurance coverage from a wholly-owned subsidiary of Mobil Corporation. The
Division is self-insured up to deductible limits; these limits for fire and
extended property insurance were increased effective January 1, 1995.
Insurance premiums charged to the Division were approximately $382 thousand
and $801 thousand for the periods ended November 17, 1995 and December 28,
1994, respectively.
The Division purchased approximately 7% and 10% of its polyethylene resin
raw material from Mobil affiliates during the period ended November 17, 1995
and the year ended December 28, 1994, respectively. These purchases, which
were made at market rates, amounted to approximately $12,240 thousand and
$16,600 thousand for the periods ended November 17, 1995 and December 28,
1994, respectively.
11. DEFINED BENEFIT RETIREMENT PLANS
The majority of the Division's U.S. employees are covered by funded
noncontributory pension plans sponsored by Mobil Oil. These plans are
primarily final average pay plans. Funding for these plans, at the Corporate
level, is based on the projected unit credit actuarial cost method. The assets
of these plans consist primarily of equity and fixed income securities.
The Division receives an intercompany allocation of pension costs from Mobil
or its subsidiaries. The net pension obligation is maintained on Mobil's books
and no amount has been included in the accompanying combined statement of net
assets for the Division's share of the obligation.
Net pension costs allocated by Mobil Oil to the Plastics Division
approximated a credit of $983 thousand for the period December 29, 1994 to
November 17, 1995 and a charge of $4,619 thousand for the year ended December
28, 1994. Amounts allocated are principally determined based on payroll. These
credits and charges are included in the payroll surcharge amount disclosed in
Note 10.
F-37
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
11. DEFINED BENEFIT RETIREMENT PLANS--(CONTINUED)
The Division also provides retirement benefits for its Canadian employees
under pension plans sponsored by a Canadian subsidiary of Mobil Corporation.
Net pension costs allocated to the Plastics Division amounted to approximately
$99 thousand and $170 thousand for the periods ended November 17, 1995 and
December 28, 1994, respectively. These charges are included in the payroll
surcharge amount disclosed in Note 10.
In accordance with certain reporting requirements, actuarial valuations for
the defined benefit retirement plans are performed on an annual basis. Mobil
Oil performed actuarial valuations as of December 31, 1995 and 1994. The
primary assumptions used for the U.S. and Canadian plans actuarial valuations
are as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 28,
1995 1994
------------ ------------
Percent
<S> <C> <C>
Discount rate......................................... 7.0--7.3 7.5--8.5
Rate of salary increase............................... 4.0--5.3 4.0--5.6
Expected return on plan assets........................ 8.7--9.0 8.2--8.5
</TABLE>
12. OTHER POSTRETIREMENT BENEFITS
The Division, through Mobil Oil, provides certain health care and life
insurance benefits for U.S. retired employees who meet eligibility
requirements. The cost of these benefits is allocated to the Division by Mobil
Oil. The net obligation for these benefits is maintained by Mobil Oil and no
amount has been recorded in the accompanying combined statement of net assets
for the Division's share of the obligation. Premium costs are shared on a
plan-by-plan basis between Mobil Oil and the participants. Postretirement
health care benefits are provided both before and after eligibility for
Medicare. The life insurance plans provide for a single lump-sum payment to a
designated beneficiary.
Charges for postretirement health care and life insurance plans allocated to
the Division by Mobil Oil were $951 thousand and $3,460 thousand for the
period December 28, 1994 to November 17, 1995 and the year ended December 28,
1994, respectively. Amounts allocated are principally determined based on the
Division's payroll and the number of employees. These charges are included in
the payroll surcharge amount disclosed in Note 10.
In accordance with certain reporting requirements, actuarial valuations for
postretirement health care and life insurance plans are performed on an annual
basis. Mobil Oil performed actuarial valuations as of December 31, 1995 and
1994.
The accumulated postretirement benefit obligation is based on a weighted-
average assumed discount rate of 7% and 8.5% as of December 31, 1995 and 1994,
respectively. At December 31, 1995, the health care cost trend used to
calculate the accumulated postretirement benefit obligation is 9.7% for 1996,
and is assumed to decrease generally over 9 years to 5.5%. At December 31,
1994, the health care cost trend rate was assumed to be 10.3% for 1995,
declining to 5.5% after 10 years. The effect of a one percentage point
increase in the assumed health care cost trend rate for each year would
increase the Division's postretirement benefit charge by approximately 15%.
Mobil Corporation's policy is to make contributions to funded plans and
provide book reserves for unfunded plans.
The Division does not provide postretirement benefits for its Canadian
employees because they are covered primarily by local government programs.
F-38
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
13. EMPLOYEE SAVINGS PLAN
The Division, through Mobil Oil, sponsors an Employee Savings Plan, which
covers most U.S. employees. The Plan includes a savings plan, which consists
primarily of an employee stock ownership plan (ESOP) and a 401(k) plan. The
ESOP consists of contributions made by Mobil Oil of 4% of eligible employees'
annual base salary. The 401(k) plan consists of Mobil Oil's contribution of 2%
of eligible employees' annual base salary and employee contributions of 1% to
10% of their base salary subject to IRS limitations. Mobil Oil contributions
to the ESOP are invested in Mobil ESOP Convertible Preferred Stock. Employee
contributions to the savings plan are invested at the employees' discretion in
Mobil Corporation common stock or a variety of mutual funds. The Division was
charged approximately $4,348 thousand and $6,506 thousand for the period
December 29, 1994 to November 17, 1995 and the year ended December 28, 1994,
respectively, for their allocated costs of these plans. These charges are
included in the payroll surcharge amount disclosed in Note 10.
The Division also sponsors, through a Canadian subsidiary of Mobil
Corporation, an Employee Savings Plan for its Canadian employees. For salaried
employees the plan consists of a 3-5% contribution by Mobil (depending on
years of service). This contribution is made only if an employee also
contributes a minimum of 5%. An employee may contribute up to 25% of their
salary. For non-salaried workers the employee has a choice of 2% of additional
wages, or a 2% contribution to the Savings Plan. All contributions are
invested at the employees' discretion in Mobil Corporation common stock or a
variety of mutual funds. Employee Savings Plan contributions allocated to the
Division amounted to approximately $65 thousand and $73 thousand for the
periods ended November 17, 1995 and December 28, 1994, respectively. These
charges are included in the payroll surcharge amount disclosed in Note 10.
14. LEASE COMMITMENTS AND RENTALS
The Division rents certain property and equipment under various operating
leases. Total rental expense for the period December 29, 1994 to November 17,
1995 and the year ended December 28, 1994, amounted to approximately $3,518
thousand and $8,169 thousand, respectively.
Future minimum lease payments under all non-cancelable operating leases
having a remaining term in excess of one year are as follows for the next five
calendar years:
<TABLE>
<CAPTION>
(THOUSANDS)
-----------
<S> <C>
1996................................................................ $2,098
1997................................................................ 1,415
1998................................................................ 930
1999................................................................ --
2000................................................................ --
</TABLE>
15. RESTRUCTURING CHARGE
During 1994, the Division implemented a major reengineering program intent
on reducing the Division's cost structure through a comprehensive redesign of
operating practices and major business processes. The program included the
closing of two manufacturing plants, equipment consolidation, elimination of
unprofitable product lines, closure of outside warehouses, and manpower
reductions made possible by improved processes and consolidating accounting
and other administrative functions. As a result of the reengineering program,
the Division's headcount was reduced by approximately 25% or 1,200 positions.
Included in operating results is a charge of $7,267 and $74,809 thousand
relating to the cost of this program for the period December 29, 1994 to
November 17, 1995 and for the year ended December 28, 1994, respectively.
F-39
<PAGE>
MOBIL PLASTICS DIVISION OF MOBIL OIL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
15. RESTRUCTURING CHARGE--(CONTINUED)
The restructuring charge consists of the following:
<TABLE>
<CAPTION>
NOVEMBER 17, DECEMBER 28,
1995 1994
------------ ------------
(THOUSANDS)
<S> <C> <C>
Employee severance packages......................... $1,102 $37,375
Write-down of equipment and inventory and related
costs of discontinued product lines................ 3,896 27,190
Charges to record closed manufacturing facilities at
estimated realizable value and related closure and
selling costs...................................... 946 9,113
Other............................................... 1,323 1,131
------ -------
$7,267 $74,809
====== =======
</TABLE>
The Division's combined statements of net assets includes accruals for
restructuring of $5,575 thousand and $28,837 thousand at November 17, 1995 and
December 28, 1994, respectively. These accruals consist primarily of employee
severance packages which are paid on an ongoing basis; it is anticipated that
payments relating to this program will be completed in 1996.
The Division also incurred consulting charges relating to the restructuring
program of $2,000 thousand and $2,907 thousand for the period December 29,
1994 to November 17, 1995 and the year ended December 28, 1994, respectively.
16. CONTINGENCIES
Environmental Matters
The Division is subject to loss contingencies pursuant to various federal,
state and local environmental laws and regulations. These include possible
obligations to remove or mitigate the effects on the environment of the
placement, storage, disposal or release of certain chemical or other
substances by the Division or by other parties.
The Division is not aware of any significant environmental obligations and
accordingly has not made any provisions for such obligations related to its
current operating facilities. The Division may, in the future, be involved in
environmental assessments or clean-ups. While the ultimate requirement for any
such remediation, and its cost, is presently not known, the management of the
Division does not expect these costs, based upon currently known information
and existing requirements, to have a material adverse effect on its net assets
and future operating results.
17. PATENT INFRINGEMENT SETTLEMENT
In March 1995 the Division received a $6,000 thousand settlement relating to
a patent infringement suit. This amount is recorded as other income during the
period ended November 17, 1995.
F-40
<PAGE>
SCHEDULE II
THE BUSINESSES OF NEW TENNECO
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
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful
Accounts Deducted from
Assets to Which it
Applies:
Year Ended December 31,
1995.................. $15 $20 $-- $11 $24
=== === === === ===
Year Ended December 31,
1994.................. $15 $ 5 $-- $ 5 $15
=== === === === ===
Year Ended December 31,
1993.................. $17 $10 $-- $12 $15
=== === === === ===
</TABLE>
S-1
<PAGE>
APPENDIX D
INFORMATION STATEMENT
NEWPORT NEWS SHIPBUILDING INC.
COMMON STOCK
LOGO (PAR VALUE $.01 PER SHARE)
[LOGO OF NEWPORT NEWS SHIPBUILDING APPEARS HERE]
This Information Statement is being furnished to stockholders of Tenneco
Inc., a Delaware corporation ("Tenneco"), in connection with the distribution
(the "Shipbuilding Distribution") by Tenneco to holders of its Common Stock,
par value $5.00 per share ("Tenneco Common Stock"), of all the outstanding
shares of Common Stock, $.01 par value per share ("NNS Common Stock"), of its
wholly owned subsidiary, Newport News Shipbuilding Inc., a Delaware
corporation. Concurrently with the Shipbuilding Distribution, Tenneco will
also distribute to holders of Tenneco Common Stock (individually, the
"Industrial Distribution" and together with the Shipbuilding Distribution, the
"Distributions") all of the outstanding shares of Common Stock, $.01 par value
per share ("New Tenneco Common Stock"), of New Tenneco Inc., a Delaware
corporation ("New Tenneco"). The Distributions will occur immediately prior to
the effective time (the "Merger Effective Time") of the proposed merger (the
"Merger"), pursuant to an Agreement and Plan of Merger dated as of June 19,
1996, as amended (the "Merger Agreement"), of a wholly-owned subsidiary of El
Paso Natural Gas Company, a Delaware corporation ("El Paso"), with and into
Tenneco (which will be renamed El Paso Tennessee Pipeline Co.). Pursuant to
the Merger, holders of Tenneco Common Stock will receive Common Stock, $3.00
par value per share, of El Paso ("El Paso Common Stock") and, under certain
circumstances, depositary shares each representing a 1/25th fractional
interest in a share of Preferred Stock of El Paso (the "El Paso Preferred
Depositary Shares"). The Distributions, the Merger and the other transactions
contemplated thereby are collectively referred to herein as the "Transaction."
Unless the context otherwise requires, as used herein the term "Company"
refers: (i) for periods prior to the Shipbuilding Distribution, to Newport
News Shipbuilding and Dry Dock Company ("Newport News") and the other
consolidated subsidiaries through which Tenneco conducted its shipbuilding
business (the "Shipbuilding Business") during such periods, and (ii) for
periods after the Shipbuilding Distribution, to Newport News Shipbuilding Inc.
("NNS," formerly known as Tenneco InterAmerica Inc.) and its consolidated
subsidiaries, including Newport News.
The consummation of the Transaction is conditioned upon, among other things,
approval thereof by Tenneco stockholders. The consummation of the
Distributions is subject to the satisfaction or waiver of a number of other
conditions as described under "The Shipbuilding Distribution--Conditions to
Consummation of the Shipbuilding Distribution" in this Information Statement.
It is expected that the Shipbuilding Distribution will be made on or about
December , 1996, to holders of record of Tenneco Common Stock on such date
on the basis of one share of NNS Common Stock, for every five shares of
Tenneco Common Stock held of record. In addition, the Board of Directors of
NNS (the "NNS Board") will adopt a stockholder rights plan and cause to be
issued, with each share of NNS Common Stock to be distributed in the
Shipbuilding Distribution, one Right (as defined herein), entitling the holder
thereof to, among other things, purchase under certain circumstances, and as
described more fully herein, one one-hundredth of a share of NNS Junior
Preferred Stock (as defined herein). No consideration will be required to be
paid by holders of Tenneco Common Stock for the shares of NNS Common Stock to
be distributed in the Shipbuilding Distribution or the Rights associated
therewith, nor will holders of Tenneco Common Stock be required to surrender
or exchange their shares of Tenneco Common Stock in order to receive such
shares of NNS Common Stock and the Rights associated therewith.
There is no current public market for NNS Common Stock, although a "when
issued" market is expected to develop prior to the effective date of the
Shipbuilding Distribution (the "Distribution Date"). On , 1996, the New
York Stock Exchange (the "NYSE") approved the listing of the NNS Common Stock
upon notice of issuance.
RECIPIENTS OF NNS COMMON STOCK SHOULD NOTE THE FACTORS DISCUSSED IN "RISK
FACTORS" BEGINNING ON PAGE 27.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS INFORMATION STATEMENT IS , 1996.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
AVAILABLE INFORMATION..................................................... 1
SUMMARY OF CERTAIN INFORMATION............................................ 3
INTRODUCTION.............................................................. 14
THE SHIPBUILDING DISTRIBUTION............................................. 15
Manner of Distribution.................................................. 15
Corporate Restructuring Transactions.................................... 15
Debt and Cash Realignment............................................... 17
Relationships Among the Company, Tenneco and New Tenneco after the
Distributions.......................................................... 17
Reasons for the Distributions........................................... 22
Conditions to Consummation of the Shipbuilding Distribution............. 22
Amendment or Termination of the Distributions........................... 23
Trading of NNS Common Stock............................................. 23
Certain Federal Income Tax Aspects of the Shipbuilding Distribution..... 23
Reasons for Furnishing the Information Statement........................ 26
RISK FACTORS.............................................................. 27
Reliance on Major Customer and Uncertainty of Future Work............... 27
Profit Recognition; Government Contracting.............................. 28
Competition and Regulation.............................................. 30
Substantial Leverage.................................................... 31
Potential Liabilities Due to Fraudulent Transfer Considerations and
Legal Dividend Requirements............................................ 32
Government Claims and Investigations.................................... 33
Potential Federal Income Tax Liabilities................................ 33
No Current Public Market for NNS Common Stock........................... 34
Uncertainty Regarding Trading Prices of Stock Following the Transaction. 34
Uncertainty Regarding Future Dividends.................................. 34
Collective Bargaining Agreements........................................ 34
Environmental Matters................................................... 35
Certain Antitakeover Features........................................... 35
FINANCING................................................................. 36
CAPITALIZATION............................................................ 37
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS......................... 38
COMBINED SELECTED FINANCIAL DATA.......................................... 42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................................................... 44
Business Overview....................................................... 44
Results of Operations--Overview......................................... 45
Results of Operations for the Six Months Ended June 30, 1996 and 1995... 45
Results of Operations for the Years Ended December 31, 1995, 1994, and
1993................................................................... 46
Liquidity and Capital Resources......................................... 48
Debt and Interest Allocation............................................ 50
Income Taxes............................................................ 50
Changes in Accounting Principles........................................ 51
Backlog................................................................. 51
Business Outlook........................................................ 52
Other................................................................... 54
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
DEFENSE INDUSTRY OVERVIEW................................................. 56
BUSINESS.................................................................. 59
Company Overview........................................................ 59
Business Strategy....................................................... 60
General................................................................. 61
Construction............................................................ 61
Repair and Overhauls.................................................... 64
Engineering and Design.................................................. 65
Other................................................................... 65
Materials and Supplies.................................................. 65
Health, Safety and Environmental........................................ 66
Properties.............................................................. 66
Investigations and Legal Proceedings.................................... 67
MANAGEMENT................................................................ 69
Board of Directors...................................................... 69
Executive Officers...................................................... 70
Stock Ownership of Management........................................... 71
Committees of the Board of Directors.................................... 72
Executive Compensation.................................................. 73
Change-in-Control Arrangements.......................................... 77
Compensation of Directors............................................... 77
Benefit Plans Following the Shipbuilding Distribution................... 78
DESCRIPTION OF CAPITAL STOCK.............................................. 79
Authorized Capital Stock................................................ 79
NNS Common Stock........................................................ 79
NNS Preferred Stock..................................................... 80
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS................................ 80
Classified Board of Directors........................................... 80
Number of Directors; Removal; Filling Vacancies......................... 81
Special Meetings........................................................ 81
Advance Notice Provisions for Stockholder Nominations and Stockholder
Proposals.............................................................. 81
Record Date Procedure for Stockholder Action by Written Consent......... 82
Stockholder Meetings.................................................... 83
NNS Preferred Stock..................................................... 83
Rights.................................................................. 83
Antitakeover Legislation................................................ 86
Comparison with Rights of Holders of Tenneco Common Stock............... 86
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS................... 91
Elimination of Liability of Directors................................... 91
Indemnification of Directors and Officers............................... 91
INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE....................... F-1
INDEX TO EXHIBITS......................................................... E-1
</TABLE>
ii
<PAGE>
AVAILABLE INFORMATION
Tenneco is (and, following the Shipbuilding Distribution, the Company will
be) subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
(and the Company will file) reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information filed by Tenneco (and to be filed by
the Company) with the Commission may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Commission"s Regional
Offices, including the following: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such information may be obtained by
mail at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W. Street, N.W., Washington, D.C. 20549 or accessed
electronically on the Commission's Web Site at (http:/www.sec.gov).
The Company intends to furnish holders of NNS Common Stock with annual
reports containing consolidated financial statements prepared in accordance
with United States generally accepted accounting principles and audited and
reported on, with an opinion expressed, by an independent public accounting
firm, as well as quarterly reports for the first three quarters of each fiscal
year containing unaudited financial information.
The Company has filed with the Commission a Registration Statement on Form
10 (as amended, the "Registration Statement") under the Exchange Act covering
NNS Common Stock and the associated Rights.
This Information Statement does not contain all of the information in the
Registration Statement and the related exhibits and schedules. Statements in
this Information Statement as to the contents of any contract, agreement or
other document are summaries only and are not necessarily complete. For
complete information as to these matters, refer to the applicable exhibit or
schedule to the Registration Statement. The Registration Statement and the
related exhibits filed by the Company with the Commission may be inspected at
the public reference facilities of the Commission listed above.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS INFORMATION
STATEMENT OTHER THAN THOSE CONTAINED HEREIN OR IN THE DOCUMENTS INCORPORATED
BY REFERENCE HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR TENNECO.
NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT NOR CONSUMMATION OF THE
SHIPBUILDING DISTRIBUTION CONTEMPLATED HEREBY SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR TENNECO SINCE THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
The Company's principal executive offices are located at 4101 Washington
Avenue, Newport News, Virginia 23607; telephone: (757) 380-2000.
----------------
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Information Statement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 concerning,
among other things, the Company's prospects, developments and business
strategies for its operations, all of which are subject to risks and
uncertainties. These forward-looking statements are identified by their use of
such terms and phrases as "intends," "intend," "intended," "goal," "expects,"
"expect," "expected," "plans," "anticipates," "anticipated," "should,"
"designed to," "foreseeable future," "believe," "believes" and "scheduled" and
are generally followed by a cross reference to "Risk Factors."
<PAGE>
When a forward-looking statement includes a statement of the assumptions or
basis underlying the forward-looking statement, the Company cautions that,
while it believes such assumptions or basis to be reasonable and makes them in
good faith, assumed facts or basis almost always vary from actual results, and
the differences between assumed facts or basis and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, the Company or its management expresses an expectation or belief as
to future results, such expectation or belief is expressed in good faith and
believed to have a reasonable basis, but there can be no assurance that the
statement of expectation or belief will result or be achieved or accomplished.
The Company's actual results may differ significantly from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include (i) the factors discussed in the section or sections under
"Risk Factors" that are referred to in a cross reference that follows the
forward-looking statement as well as other factors discussed under "Risk
Factors," (ii) the factors discussed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Business Outlook"
and "Business" and (iii) the following factors: (a) the general political,
economic and competitive conditions in the United States and other markets
where the Company operates; (b) initiatives to reduce the federal budget
deficit and reductions in defense spending; (c) reductions in the volume of
U.S. Navy contracts awarded to the Company; (d) unanticipated events affecting
designs and manufacturing processes thus impairing the Company's efforts to
reduce production costs and cycle time; (e) changes in capital availability or
costs, such as changes in interest rates, market perceptions of the industry
in which the Company operates, or security ratings; (f) employee workforce
factors, including issues relating to collective bargaining agreements or work
stoppages; and (g) authoritative generally accepted accounting principles or
policy changes from such standard-setting bodies as the Financial Accounting
Standards Board and the Commission.
2
<PAGE>
SUMMARY OF CERTAIN INFORMATION
This Summary is qualified by the more detailed and other information and
financial statements set forth elsewhere in this Information Statement, which
should be read in its entirety. Capitalized terms used but not defined in this
Summary are defined elsewhere in this Information Statement. Unless the context
otherwise requires, the term "Company" refers (i) for periods prior to the
Shipbuilding Distribution, to Newport News Shipbuilding and Dry Dock Company
("Newport News") and the other consolidated subsidiaries through which Tenneco
conducted its Shipbuilding Business during such periods, and (ii) for periods
after the Shipbuilding Distribution, to Newport News Shipbuilding Inc. ("NNS")
and its consolidated subsidiaries, including Newport News.
THE COMPANY
The Company is the largest non-government-owned shipyard in the United
States. Its primary business is the design, construction, repair, overhaul and
refueling of nuclear-powered aircraft carriers and submarines for the United
States Navy. The Company believes it currently is: (i) the only shipyard
capable of building the Navy's nuclear-powered aircraft carriers, (ii) the only
non-government-owned shipyard capable of refueling and overhauling the Navy's
nuclear-powered aircraft carriers, and (iii) one of only two shipyards capable
of building nuclear-powered submarines. Since its inception in 1886, the
Company has developed a preeminent reputation through the construction of 264
naval ships and 542 commercial vessels. For the year ended December 31, 1995
and the six months ended June 30, 1996, the Company had net sales of $1,756
million and $915 million, respectively, and EBITDA (as defined) of $227 million
and $113 million, respectively. In addition, at June 30, 1996 the Company had
$4.1 billion of estimated backlog.
Aircraft carrier and submarine construction contracts with the U.S. Navy have
generated the majority of the Company's net sales. Newport News has built nine
of the 12 active aircraft carriers in the U.S. fleet, including all eight
nuclear-powered aircraft carriers. For the last 35 years, Newport News has been
the sole designer and builder of the U.S. Navy's aircraft carriers. Newport
News currently holds contracts to build two Nimitz-class nuclear-powered
carriers, each representing approximately $2-3 billion in initial contract
revenue: the Harry S Truman, scheduled for delivery in 1998, and the Ronald
Reagan, scheduled for delivery in 2002. Based on current U.S. Navy projections,
the Company anticipates the award in or before 2002 of a contract for the
construction of the last Nimitz-class aircraft carrier for delivery in 2009.
Under contract to the Navy, Newport News is currently performing design concept
studies for the next generation of aircraft carriers. In addition, Newport
News, as one of only two manufacturers of nuclear-powered submarines, has
constructed 53 nuclear-powered submarines comprised of seven different classes.
Newport News has recently been designated by Congressional legislation to build
two of the first four of the next generation of the Navy's new nuclear attack
submarines ("NSSNs") commencing in late 1998.
As Newport News has built all the active Nimitz-class aircraft carriers and
believes it currently is the only non-government-owned shipyard capable of
refueling and overhauling nuclear-powered aircraft carriers, the Company has
had the leading share of the refueling and overhaul market for aircraft
carriers. A Nimitz-class aircraft carrier must be refueled at approximately the
midpoint of its estimated 50-year life. The Navy often commissions a major
overhaul of each carrier to coincide with a refueling. It normally takes two
years to complete a refueling and overhauling. Currently the Company is
overhauling the USS Dwight D. Eisenhower (an approximate $400 million
contract), and it holds planning contracts to overhaul the USS Theodore
Roosevelt in 1997 and to refuel and overhaul the USS Nimitz beginning in 1998.
The Company believes that, if awarded, the contracts for the Roosevelt and the
Nimitz will be for approximately $230 million and approximately $1 billion,
respectively. In addition, the Navy has announced its schedule to begin the
refueling of the Eisenhower in 2001, the USS Carl Vinson in 2006 and the
Roosevelt in 2009 at an estimated cost of approximately $1 billion each.
Supported by its new Carrier Refueling Complex, the Company believes it is
well-positioned to be awarded future refueling contracts.
3
<PAGE>
Newport News' management is highly regarded in the defense and shipbuilding
industry and has been successful in creating a motivated and experienced
management team and enhancing its position as the premier U.S. shipyard. Led by
William P. Fricks, the Chief Executive Officer of Newport News, who has 30
years of experience, the Company's senior executives average 10 years of
shipbuilding experience. Newport News is a separate operating entity with its
own corporate headquarters, management team and separate financial reporting
systems. Management, therefore, expects an orderly transition to an
independent, publicly-traded company.
BUSINESS STRATEGY
To broaden and strengthen its competitive position, the Company has developed
strategies with the following key elements: (i) maintain a leadership position
in its core business, (ii) further reduce its cost structure, (iii) continue to
reduce cycle time; and (iv) broaden and expand products and markets.
MAINTAIN A LEADERSHIP POSITION IN ITS CORE BUSINESS. Aircraft carriers and
submarines remain vital components of the Navy's strategy for protecting U.S.
global interests. The Navy has stated that it needs to maintain a minimum of 12
aircraft carriers to respond quickly to overseas crises and command a credible
presence around the world. As the aircraft carrier and submarine fleets
continue to age, the Company believes there will be a steady long-term demand
for new construction and for refueling and overhauling services, which it
intends to aggressively pursue.
FURTHER REDUCE ITS COST STRUCTURE. In 1991, the Company embarked on a program
to reduce its cost structure and increase productivity in order to remain a
market leader in its core business as well as to facilitate entry into related
commercial markets. Management initiatives to reduce the overall cost structure
of the Company have included workforce reductions of 38% (from approximately
29,000 employees in 1991 to approximately 18,000 employees in 1996), overhead
and other cost reductions, the successful negotiation of a long-term labor
agreement that stabilizes wages through April 4, 1999, and the closing of
certain facilities. As a second step in its cost reduction program, Newport
News has begun outsourcing low value-added production activities and has been
investing in programs to upgrade and automate its operations. Since 1993, the
Company has spent $177 million on a variety of discretionary capital programs
designed to lower costs and improve efficiency. Recent and ongoing expenditures
include new computing technology ($85 million), an automated steel factory ($71
million), the extension of a dry dock to accommodate multi-ship construction
($30 million), and the construction of the Carrier Refueling Complex ($19
million).
CONTINUE TO REDUCE CYCLE TIME. The Company plans to continue to reduce the
cycle times for product development and ship delivery by re-engineering key
production processes including design, production planning, materials
management, steel fabrication and outfitting. Process innovation teams have
been assigned to each key production process to implement this strategy. In
connection with these initiatives, the Company delivered the USS John C.
Stennis in November 1995, 7.5 months ahead of schedule and at a savings of over
1,000,000 man-hours compared to the previously delivered aircraft carrier.
BROADEN AND EXPAND PRODUCTS AND MARKETS. The Company has begun to seek to
leverage its existing expertise by expanding its commercial and other
shipbuilding projects. The Company believes that this expansion effort should
create additional growth opportunities. In addition, by allowing for increased
economies of scale, the Company believes its expansion initiatives should help
it reduce per ship costs and thereby make it more competitive in its core U.S.
Navy business, which currently accounts for over 90% of the Company's net
sales. As part of this expansion effort, the Company secured long-term, fixed
price contracts with two purchasers for a total of nine "Double Eagle" product
tankers. The initial ships under contract are being built at a loss, for which
the Company has created a reserve. This new line of double-hulled product
tankers is designed to meet all of the stringent domestic and international
shipping specifications. Additionally, drawing on its nearly four
4
<PAGE>
decades of safe fuel handling and reactor services for the U.S. Navy, the
Company won a contract from the Department of Energy in 1995 to construct a
facility to store damaged fuel from Three Mile Island. The Company is pursuing
bids on additional projects from the Department of Energy.
In order to further strengthen its position as a leading U.S. Navy
contractor, the Company is attempting to broaden its naval portfolio to include
non-nuclear ships by bidding with others in an alliance on the design and
construction of the LPD-17 non-nuclear amphibious assault ship. The Company has
also joined an alliance to develop design concepts for the Navy's new "Arsenal
Ship," a floating missile platform that utilizes a commercially available
double-hulled design, and pursue awards in the construction of such ships.
International military sales are also a key growth opportunity. The Company is
pursuing orders for several versions of its international frigate, the FF-21,
from foreign navies and is currently focusing on naval modernization programs
presently underway in the United Arab Emirates, the Philippines, Norway and
Kuwait.
5
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA OF THE COMPANY
The summary combined financial data as of December 31, 1995 and 1994 and for
the years ended December 31, 1995, 1994 and 1993 were derived from the audited
Combined Financial Statements of the Company. The summary combined financial
data as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 are unaudited and were derived from the accounting records of
Tenneco. The summary combined financial data as of and for each of the six-
month periods ended June 30, 1996 and 1995 were derived from the unaudited
Combined Financial Statements of the Company. In the opinion of the Company's
management, the summary combined financial data of the Company as of December
31, 1993, 1992 and 1991 and for the years ended December 31, 1992 and 1991, and
as of and for the six months ended June 30, 1996 and 1995 include all adjusting
entries (consisting only of normal recurring adjustments) necessary to present
fairly the information set forth therein. The results of operations for the six
months ended June 30, 1996 should not be regarded as indicative of the results
that may be expected for the full year.
The summary pro forma combined financial data as of and for the six months
ended June 30, 1996 and for the year ended December 31, 1995, have been
prepared to reflect the Transaction, including: (i) the issuance of
$400 million aggregate principal amount of Notes (as defined herein); (ii)
borrowings of $214 million under the Senior Credit Facility (as defined
herein); (iii) the cash dividend of $600 million to be paid by the Company to
Tenneco or one or more of its subsidiaries pursuant to the Debt Realignment (as
defined herein); (iv) the payment of $14 million of certain fees and expenses
incurred in connection with the Notes and the Senior Credit Facility; and (v)
the issuance of the NNS Common Stock pursuant to the Shipbuilding Distribution.
The unaudited pro forma combined Statements of Earnings Data have been prepared
as if the various components of the Transaction occurred on January 1, 1995;
the unaudited pro forma combined Balance Sheet Data have been prepared as if
the various components of the Transaction occurred on June 30, 1996. The
summary pro forma combined financial data are not necessarily indicative of the
results of operations of the Company had the transactions reflected therein
actually been consummated on the dates assumed and are not necessarily
indicative of the results of operations for any future period.
This information should be read in conjunction with the "Unaudited Pro Forma
Combined Financial Statements," "Combined Selected Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Combined Financial Statements, and notes thereto, included
elsewhere in this Information Statement.
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31,
------------------------- ------------------------------------------------------------
PRO FORMA PRO FORMA
1996 1996(A) 1995(A) 1995 1995(A) 1994(A) 1993(A) 1992 1991
--------- ------- ------- --------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
STATEMENTS OF EARNINGS DATA:
Net sales.......................... $ 915 $ 915 $ 845 $1,756 $1,756 $1,753 $1,861 $2,265 $2,216
====== ====== ====== ====== ====== ====== ====== ====== ======
Operating earnings................. $ 80 $ 81 $ 90 $ 155 $ 157 $ 201 $ 210 $ 249 $ 224
====== ====== ====== ====== ====== ====== ====== ====== ======
Earnings before cumulative effect
of changes in accounting
principles........................ $ 29 $ 37 $ 41 $ 54 $ 73 $ 95 $ 111 (b) $ 143 $ 135
Cumulative effect of changes in
accounting principles, net of
tax............................... -- -- -- -- -- (4)(c) -- (93)(c) --
------ ------ ------ ------ ------ ------ ------ ------ ------
Net earnings....................... $ 29 $ 37 $ 41 $ 54 $ 73 $ 91 $ 111 $ 50 $ 135
====== ====== ====== ====== ====== ====== ====== ====== ======
Earnings per share................. $ .85 $ 1.55
====== ======
BALANCE SHEET DATA:
Working capital.................... $ 185 $ 41 $ 4 N/A $ (19) $ (75) $ (121) $ (89) $ (470)
Total assets....................... 1,461 1,452 1,337 N/A 1,380 1,263 1,235 1,450 1,412
Short-term debt(d)................. 28 95 54 N/A 68 30 34 83 36
Long-term debt(d).................. 586 282 326 N/A 292 287 423 761 364
Combined equity.................... 194 349 236 N/A 272 199 105 (173) (30)
OTHER DATA:
EBITDA (e)......................... $ 113 $ 113 $ 123 $ 227 $ 227 $ 270 $ 297 $ 323 $ 298
</TABLE>
(continued on next page)
6
<PAGE>
(continued from previous page)
- --------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included elsewhere in this
Information Statement.
(b) Includes a gain of $15 million related to the sale of Sperry Marine
businesses.
(c) In 1994, the Company adopted Statement of Financial Accounting Standards
("FAS") No. 112, "Employers' Accounting for Postemployment Benefits." In
1992, the Company adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
for Income Taxes."
(d) Historical amounts represent debt allocated to the Company from Tenneco
based on the portion of Tenneco's investment in the Company which is deemed
to be debt, generally based upon the ratio of the Company's net assets to
Tenneco's consolidated net assets plus debt. 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.
Management believes that the historical allocation of corporate debt and
interest expense is reasonable; however, it is not necessarily indicative
of the Company's debt upon completion of the Debt Realignment, nor debt and
interest that may be incurred by the Company as a separate public entity.
See the Combined Financial Statements, and notes thereto, included
elsewhere in this Information Statement.
(e) EBITDA represents earnings before cumulative effect of change in accounting
principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon generally accepted
accounting principles ("GAAP"); however, the amounts included in the EBITDA
calculation are derived from amounts included in the combined historical or
pro forma Statements of Earnings. In addition, EBITDA shall not be
considered as an alternative to net income or operating income, as an
indicator of the operating performance of the Company or as an alternative
to operating cash flows as a measure of liquidity.
7
<PAGE>
THE SHIPBUILDING DISTRIBUTION
Distributing Company........ Tenneco Inc. (which will be renamed El Paso
Tennessee Pipeline Co. upon consummation of the
Merger).
Distributed Company.........
Newport News Shipbuilding Inc. ("NNS," a wholly-
owned subsidiary of Tenneco and formerly known as
Tenneco InterAmerica Inc.) which will, upon
consummation of the Shipbuilding Distribution,
directly and indirectly through its consolidated
subsidiaries (including Newport News), own and
operate substantially all of the Shipbuilding
Business. Immediately following consummation of
the Shipbuilding Distribution, Tenneco will not
have an ownership interest in the Company.
Distribution Ratio..........
One share of NNS Common Stock for every five
shares of Tenneco Common Stock held of record on
the Distribution Record Date (as defined herein).
Securities to be
Distributed................ Based on 170,644,461 shares of Tenneco Common
Stock outstanding on July 31, 1996, approximately
34,128,892 shares of NNS Common Stock (and Rights
associated therewith) will be distributed. NNS
Common Stock to be distributed in the
Shipbuilding Distribution will constitute all of
the outstanding NNS Common Stock immediately
following the Shipbuilding Distribution. See
"Description of Capital Stock--NNS Common Stock"
and "Antitakeover Effects of Certain Provisions--
Rights."
Fractional Share Interests..
Fractional shares of NNS Common Stock will not be
distributed. Fractional shares of NNS Common
Stock will be aggregated and sold in the public
market by the Distribution Agent (as defined
herein) and the aggregate net cash proceeds will
be distributed ratably to those stockholders
entitled to fractional interests. See "The
Shipbuilding Distribution--Manner of
Distribution."
Distribution Record Date.... December , 1996.
Distribution Date........... December , 1996.
Distribution Agent and
Transfer Agent for the
Shares.....................
First Chicago Trust Company of New York (the
"Distribution Agent").
Mailing Date................ Certificates representing the shares of NNS
Common Stock to be distributed pursuant to the
Shipbuilding Distribution will be delivered to
the Distribution Agent on the Distribution Date.
The Distribution Agent will mail certificates
representing the shares of NNS Common Stock to
holders of Tenneco Common Stock as soon as
practicable thereafter. Holders of Tenneco Common
Stock should not send stock certificates to
Tenneco, the Company or the Distribution Agent in
connection with the Shipbuilding Distribution
(however, holders of Tenneco Common Stock will
receive instructions from the Distribution Agent
with respect to the disposition of their
certificates in connection with the Merger). See
"The Shipbuilding Distribution--Manner of
Distribution."
Conditions to the
Shipbuilding Distribution..
The Transaction (and accordingly, the
Shipbuilding Distribution) is conditioned upon,
among other things, declaration of the special
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distributions by the Board of Directors of
Tenneco (the "Tenneco Board") authorizing the
Distributions, receipt of a private letter ruling
from the Internal Revenue Service (the "IRS") in
form and substance satisfactory to the Tenneco
Board (see "The Shipbuilding Distribution--
Certain Federal Income Tax Aspects of the
Shipbuilding Distribution") and approval by the
stockholders of Tenneco of the Transaction. The
Distributions and the Merger are part of a
unified transaction and will not be effected
separately (although Tenneco may elect
subsequently to proceed with one or more of the
transactions included in the Transaction which do
not require stockholder approval if the
Transaction is not approved by Tenneco
stockholders). See "Introduction," "The
Shipbuilding Distribution--Conditions to
Consummation of the Shipbuilding Distribution"
and "The Shipbuilding Distribution--Amendment or
Termination of the Distributions."
Reasons for the
Distributions.............. The Distributions and the Merger are designed to
separate three types of businesses, namely the
Shipbuilding Business, the Industrial Business
(as defined below) and the Energy Business (as
defined below), which have distinct financial,
investment and operating characteristics, so that
each can adopt strategies and pursue objectives
appropriate to its specific needs. The
Distributions will (i) enable the management of
each company to concentrate its attention and
financial resources on the core businesses of
such company, (ii) permit investors to make more
focused investment decisions based on the
specific attributes of each of the three
businesses, (iii) facilitate employee
compensation programs custom-tailored to the
operations of each business, including stock-
based and other incentive programs, which will
more directly reward employees of each business
based on the success of that business and (iv)
tailor the assets of Tenneco to facilitate
acquisition of the Energy Business by El Paso.
Upon consummation of the Shipbuilding
Distribution, NNS will, primarily through its
consolidated subsidiaries (including Newport
News), own and operate substantially all of the
Shipbuilding Business. New Tenneco will,
primarily through its consolidated subsidiaries,
own and operate the Tenneco Automotive, Tenneco
Packaging and Tenneco Business Services
businesses of Tenneco (collectively, the
"Industrial Business"). Immediately following
consummation of the Distributions, a subsidiary
of El Paso will be merged with and into Tenneco,
and thereafter the energy and other remaining
businesses and operations of Tenneco, including
liabilities and assets relating to discontinued
Tenneco operations not related to the
Shipbuilding Business and the Industrial Business
(collectively, the "Energy Business"), will be
owned and operated by El Paso. See "The
Shipbuilding Distribution--Reasons for the
Distributions."
Federal Income Tax The Tenneco Board has conditioned the
Consequences............... Shipbuilding Distribution on receipt of a ruling
from the IRS substantially to the effect, among
other things, that the Shipbuilding Distribution
and the receipt of
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<PAGE>
shares of NNS Common Stock by holders of Tenneco
Common Stock will be tax-free to Tenneco and its
stockholders (except with respect to cash
received for fractional shares as discussed
above), respectively, for federal income tax
purposes. Tenneco has requested a ruling from the
IRS as to the foregoing, as well as to the tax-
free treatment of certain transactions to be
effected as part of the Corporate Restructuring
Transactions (as defined herein) and the Merger.
See "The Shipbuilding Distribution--Certain
Federal Income Tax Aspects of the Shipbuilding
Distribution," and "Risk Factors--Potential
Federal Income Tax Liabilities."
Trading Market..............
There is currently no public market for NNS
Common Stock, although a "when issued" market is
expected to develop prior to the Distribution
Date. On , 1996, the New York Stock Exchange
("NYSE") approved the listing of NNS Common Stock
upon notice of issuance. Holders of Tenneco
Common Stock should be aware that there can be no
assurance that the combined market value/trading
prices of (i) El Paso Common Stock and, under
certain circumstances, El Paso Preferred
Depositary Shares, (ii) New Tenneco Common Stock
and (iii) NNS Common Stock (plus any cash
received in lieu of fractional shares or any
fractional El Paso Preferred Depositary Shares)
received in respect of their shares of Tenneco
Common Stock pursuant to the Transaction will be
equal to or greater than the market value/trading
prices of their shares of Tenneco Common Stock
immediately prior to the Transaction. See "The
Shipbuilding Distribution--Trading of NNS Common
Stock" and "Risk Factors--No Current Public
Market for NNS Common Stock."
Dividends...................
NNS' dividend policy will be established by the
NSS Board from time to time based on the results
of operations and financial condition of the
Company and such other business considerations as
the NNS Board considers relevant. In addition,
the Senior Credit Facility (as defined) places
restrictions, subject to certain exceptions, upon
the right of NNS to declare and pay dividends.
There can be no assurance that the combined
annual dividends on (i) El Paso Common Stock and,
if issued in connection with the Merger, El Paso
Preferred Depositary Shares, (ii) New Tenneco
Common Stock and (iii) NNS Common Stock after the
Transaction will be equal to the annual dividends
on Tenneco Common Stock prior to the Transaction
(and it is unlikely that the dividends would be
greater than the annual dividends on Tenneco
Common Stock prior to the Transaction). See "Risk
Factors--Uncertainty Regarding Future Dividends,"
"Description of Capital Stock--NNS Common Stock"
and "Financing."
Antitakeover Provisions.....
The Restated Certificate of Incorporation and the
Amended and Restated By-laws of the Company (both
of which will be adopted prior to the
Distribution Date), as well as the Company's
stockholder rights plan (which will expire on
June 10, 1998 unless extended with stockholder
approval) and Delaware statutory law, contain
provisions that may have the effect of
discouraging an acquisition of control of the
Company in a transaction not approved by the NNS
Board. These provisions should better enable the
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<PAGE>
Company to develop its business and foster its
long-term growth without the disruptions that can
be caused by the threat of certain types of
takeovers not deemed by the NNS Board to be in
the best interests of the Company and its
stockholders. Such provisions may also have the
effect of discouraging third parties from making
proposals involving an acquisition or change of
control of the Company, although such proposals,
if made, might be considered desirable by a
majority of the Company's stockholders. Such
provisions could further have the effect of
making it more difficult for third parties to
cause the immediate removal and replacement of
the members of the then current NNS Board or the
then current management of the Company without
the concurrence of the NNS Board. See "Risk
Factors--Certain Antitakeover Features,"
"Description of Capital Stock," and "Antitakeover
Effects of Certain Provisions."
Risk Factors................
Stockholders of Tenneco should be aware that the
Shipbuilding Distribution and ownership of NNS
Common Stock involve certain risk factors
including those described under "Risk Factors,"
and elsewhere in this Information Statement. Such
matters include, among others, the Company's
reliance on the U.S. Navy for over 90% of its net
sales; the uncertainty of securing future work;
the Company's competitive environment; the
Company's substantial leverage after the
Shipbuilding Distribution; the lack of a current
public market for the NNS Common Stock; the
absence of assurance that the combined market
value/trading prices of and dividends on El Paso
Common Stock and any El Paso Depositary Shares,
NNS Common Stock and New Tenneco Common Stock
held by stockholders after the Transaction will
be equal to or greater than the market
value/trading price of or dividends on Tenneco
Common Stock prior to the Transaction; the risk
that the Transaction may not qualify as a tax-
free distribution under Section 355 of the Code
(as defined herein); certain antitakeover effects
of certain provisions of the Company's Restated
Certificate of Incorporation, its Amended and
Restated By-laws, its stockholder rights plan and
the Delaware statutory law; the fact that the
Transaction is subject to review under federal
and state fraudulent conveyance laws; and other
matters. See "Risk Factors."
Corporate Restructuring
Transactions............... Prior to the consummation of the Shipbuilding
Distribution, Tenneco and its subsidiaries will
undertake various intercompany transfers and
distributions designed to restructure Tenneco's
existing businesses, assets and liabilities so
that substantially all of the assets, liabilities
and operations of (i) the Shipbuilding Business
will be directly and indirectly owned and
operated by the Company, (ii) the Industrial
Business will be directly and indirectly owned
and operated by New Tenneco and (iii) the Energy
Business will be directly and indirectly owned by
Tenneco which will, upon consummation of the
Merger, be a subsidiary of El Paso and be renamed
El Paso Tennessee Pipeline Co. (the "Corporate
Restructuring Transactions"). See "The
Shipbuilding Distribution--Corporate
Restructuring Transactions." Effective as of
October 31, 1996, Newport News Industrial
Corporation, a Virginia corporation and
subsidiary of Newport News, will transfer all of
its assets and trade accounts payable to NNS.
Newport News Shipbuilding Inc. will acquire all
of the assets and liabilities of Newport News
Industrial Corporation as part of the Corporate
Restructuring Transactions.
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<PAGE>
Debt and Cash Realignment;
Credit/Financing...........
The Merger Agreement, the Distribution Agreement
to be entered into pursuant to the Merger
Agreement (the "Distribution Agreement") and
certain of the other agreements and documents
attached as exhibits to the Merger Agreement or
the Distribution Agreement (the "Ancillary
Agreements") provide for (i) the restructuring
(through debt tender and exchange offers,
defeasances, prepayments, refinancings and the
like), immediately prior to the Distributions, of
the outstanding indebtedness for money borrowed
(the "Tenneco Consolidated Debt") of Tenneco and
certain of its consolidated subsidiaries (the
"Debt Realignment") and (ii) the allocation of
cash and cash equivalents of Tenneco and its
consolidated subsidiaries (the "Cash
Realignment"). See "The Shipbuilding
Distribution--Debt and Cash Realignment."
In connection with the Transaction and to provide
for working capital needs, NNS intends to issue
(the "Offering") $200 million of Senior Notes due
2006 (the "Senior Notes") and $200 million of
Senior Subordinated Notes due 2006 (the "Senior
Subordinated Notes," and together with the Senior
Notes, the "Notes") and enter into a $415 million
senior secured credit facility (the "Senior
Credit Facility") comprised of a $200 million
six-year amortizing term loan (the "Term Loan")
and a $215 million six-year revolving credit
facility (the "Revolving Credit Facility"), of
which $125 million may be used for advances and
letters of credit and $90 million may be used for
standby letters of credit. The Company expects to
utilize the proceeds of the Notes and Term Loan
and borrowings of $14 million under the Revolving
Credit Facility to distribute (i) $600 million as
a dividend to Tenneco or one or more of its
subsidiaries for use in retiring certain Tenneco
Consolidated Debt and (ii) $14 million in payment
of certain fees and expenses incurred in
connection with the Notes and the Senior Credit
Facility. See "Management's Discussion and
Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources",
"Risk Factors--Substantial Leverage" and "The
Shipbuilding Distribution--Debt and Cash
Realignment."
Pursuant to the Cash Realignment, the Company
will be allocated $5 million of cash and cash
equivalents, Tenneco will be allocated $25
million of cash and cash equivalents and New
Tenneco will be allocated all remaining cash and
cash equivalents on hand as of the Merger
Effective Time which would total approximately
$200 million if the Transaction had been
consummated as of June 30, 1996. A post-
Distribution audit will be conducted and
following such audit, New Tenneco will be
required to pay to each of the Company or
Tenneco, as the case may be, the amount by which
such company's total cash and cash equivalents on
hand as of the Merger Effective Time is less than
its above-described allocation to such company.
Likewise, Tenneco and the Company will each be
required to pay to New Tenneco the amount of any
excess as of the Merger Effective Time from the
above-described allocation. See "The Shipbuilding
Distribution--Debt and Cash Realignment."
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<PAGE>
Relationships with Tenneco
and New Tenneco after the
Shipbuilding Distribution..
Tenneco will have no stock ownership in the
Company upon consummation of the Shipbuilding
Distribution. The Company, New Tenneco and
Tenneco will enter into the Distribution
Agreement prior to the Shipbuilding Distribution,
for the purposes of governing certain ongoing
relationships among the Company, New Tenneco and
Tenneco after the Shipbuilding Distribution and
to provide for an orderly transition in the
disaffiliation of the Shipbuilding Business, the
Energy Business and the Industrial Business. The
Distribution Agreement provides for, among other
things, the Distributions and the allocation
among the Company, Tenneco and New Tenneco of
assets and liabilities. The parties will also
enter into the Ancillary Agreements, including:
(i) the Benefits Agreement (defined herein),
providing for allocations of responsibilities
with respect to employee compensation, benefit
and labor matters; (ii) the Tax Sharing Agreement
(defined herein) pursuant to which the Company,
New Tenneco and Tenneco will allocate liabilities
for taxes arising prior to, as a result of, and
subsequent to the Distribution Date; (iii) the
Debt Realignment plan pursuant to which the
Tenneco Consolidated Debt will be restructured,
paid and/or refinanced by the Company, New
Tenneco and Tenneco; (iv) the Debt and Cash
Allocation Agreement (defined herein) providing
for, among other things, the allocation of cash
among, and the restructuring and refinancing of
certain of the debt of Tenneco existing prior to
the Distributions by (or with funds provided by),
the Company, New Tenneco and Tenneco; (v) the TBS
Services Agreement pursuant to which Tenneco
Business Services Inc. ("TBS"), a wholly-owned
subsidiary of New Tenneco, will continue to
provide certain administrative and other services
to the Company until December 31, 1998; (vi) the
Shipbuilding Trademark Transition License
Agreement (defined herein) allowing the Company
to use the trademarks and tradenames of New
Tenneco for certain specified periods of time for
certain purposes; and (vii) the Insurance
Agreement (defined herein), providing for, among
other things, coverage arrangements for Tenneco,
the Company and New Tenneco in respect of various
insurance policies.
In addition, the Company and New Tenneco will
share one common director, Dana G. Mead. The
Company and New Tenneco will adopt policies and
procedures to be followed by the Board of
Directors of each company to limit the
involvement of Mr. Mead in situations that could
give rise to potential conflicts of interest,
including requesting him to abstain from voting
as a director of either the Company or New
Tenneco on certain matters which present a
conflict of interest between the two companies.
The Company believes that such conflict
situations will be minimal.
See "The Shipbuilding Distribution--Debt and Cash
Realignment" and "The Shipbuilding Distribution--
Relationships Among Tenneco, the Company, and New
Tenneco after the Distributions."
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<PAGE>
INTRODUCTION
This Information Statement is being furnished to stockholders of Tenneco in
connection with the Shipbuilding Distribution, pursuant to which Tenneco
intends to distribute to holders of Tenneco Common Stock all the outstanding
shares of Common Stock, $.01 par value per share ("NNS Common Stock"), of the
Company. Concurrently with the Shipbuilding Distribution, Tenneco will also
distribute to holders of Tenneco Common Stock (individually, the "Industrial
Distribution" and together with the Shipbuilding Distribution, the
"Distributions") all of the outstanding shares of Common Stock, $.01 par value
per share ("New Tenneco Common Stock"), of New Tenneco. The Distributions will
occur prior to the effective time of the proposed merger (the "Merger") of a
subsidiary of El Paso Natural Gas Company, a Delaware corporation ("El Paso"),
with and into Tenneco (which will, upon consummation of the Merger, be renamed
El Paso Tennessee Pipeline Co.) whereby Tenneco will become a subsidiary of El
Paso. Pursuant to the Merger, holders of Tenneco Common Stock will receive El
Paso Common Stock and, under certain circumstances, El Paso Preferred
Depositary Shares. The Distributions, the Merger and the other transactions
contemplated thereby are collectively referred to herein as the "Transaction."
It is expected that the Shipbuilding Distribution will be made on or about
December , 1996 (the "Distribution Date"), to holders of record of Tenneco
Common Stock on , 1996 (the "Distribution Record Date"), on the basis of
one share of NNS Common Stock for every five shares of Tenneco Common Stock.
In addition, the NNS Board will adopt a stockholder rights plan and cause to
be issued, with each share of NNS Common Stock to be distributed in the
Shipbuilding Distribution, one Right, entitling the holder thereof to, among
other things, purchase under certain circumstances, and as described more
fully herein, one one-hundredth of a share of NNS Junior Preferred Stock. No
consideration will be required to be paid by holders of Tenneco Common Stock
for the shares of NNS Common Stock to be distributed in the Shipbuilding
Distribution or the Rights associated therewith, nor will holders of Tenneco
Common Stock be required to surrender or exchange their shares of Tenneco
Common Stock in order to receive such shares of NNS Common Stock and the
Rights associated therewith.
Upon consummation of the Distributions and the Merger (i) holders of Tenneco
Common Stock as of the Distribution Record Date and Merger Effective Time will
receive the securities of three publicly held companies--the Company, New
Tenneco and El Paso and (ii) holders of Tenneco Preferred Stock (as defined
herein) as of the Merger Effective Time will receive El Paso Common Stock.
Immediately thereafter, the Company will own and operate substantially all of
the Shipbuilding Business, New Tenneco will own and operate the Industrial
Business, and El Paso will own and operate the Energy Business.
The Shipbuilding Distribution, the Industrial Distribution and the Merger
are separate components of the Transaction. The Shipbuilding Distribution, the
Industrial Distribution and the Merger, however, as described herein will not
be consummated unless the Transaction as a whole is approved at a special
meeting of the Tenneco stockholders (although Tenneco may elect subsequently
to proceed with one or more of the transactions included in the Transaction
which do not require stockholder approval if the Transaction is not approved
by Tenneco stockholders). Furthermore, the Shipbuilding Distribution will not
be consummated until all other conditions to the Merger have been satisfied
(or can be contemporaneously satisfied) other than the filing of a Certificate
of Merger with the Secretary of State of Delaware. See "The Shipbuilding
Distribution--Conditions to Consummation at the Shipbuilding Distribution" and
"The Shipbuilding Distribution--Amendment or Termination of the
Distributions."
Stockholders of Tenneco with inquiries relating to the Shipbuilding
Distribution or the other components of the Transaction should contact the
Distribution Agent at (212) , or Tenneco Inc., Shareholders
Services, 1275 King Street, Greenwich, Connecticut 06831, telephone number
(203) 863-1170. After the Distribution Date, stockholders of the Company with
inquiries relating to their investment in NNS should contact Newport News
Shipbuilding Inc., Shareholder Services, 4101 Washington Avenue, Newport News,
Virginia 23607; telephone: (757) 380-2000.
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<PAGE>
THE SHIPBUILDING DISTRIBUTION
The following descriptions of certain provisions of the Distribution
Agreement and certain of the Ancillary Agreements are only summaries and do
not purport to be complete. These descriptions are qualified in their entirety
by reference to the complete text of the Distribution Agreement and the
Ancillary Agreements. A copy of the Distribution Agreement and each of the
Ancillary Agreements as currently agreed to is included as an exhibit to the
Company's Registration Statement on Form 10 under the Exchange Act, relating
to NNS Common Stock, and the following discussion with respect to such
agreements is qualified in its entirety by reference to the subject agreement
as filed.
MANNER OF DISTRIBUTION
Pursuant to the Distribution Agreement, the Tenneco Board will declare the
special distribution necessary to effect the Shipbuilding Distribution and
will set the Distribution Record Date and the Distribution Date (which will be
prior to the Merger Effective Time). Subject to the conditions summarized
below, on the Distribution Date Tenneco will distribute pro rata to all
holders of record of Tenneco Common Stock as of the Distribution Record Date,
one share of NNS Common Stock (including the Rights associated therewith) for
every five shares of Tenneco Common Stock so held. Pursuant to the
Distribution Agreement, as soon as practicable on or after the Distribution
Date, Tenneco will deliver to the Distribution Agent, as agent for holders of
Tenneco Common Stock as of the Distribution Record Date, certificates
representing such shares of NNS Common Stock as are required for the
Shipbuilding Distribution.
Beneficial holders of Tenneco Common Stock who would be entitled to receive
fractional shares of NNS Common Stock will receive cash in the Shipbuilding
Distribution, in lieu of such fractional shares. To accomplish this, the
Distribution Agreement requires that the Distribution Agent determine the
number of whole and fractional shares of NNS Common Stock to which each
beneficial holder of Tenneco Common Stock as of the Distribution Record Date
is entitled immediately following the Shipbuilding Distribution. Next, the
Distribution Agent will aggregate these fractional share interests and sell
them on the open market at then-prevailing prices. The Distribution Agent will
distribute to each holder of Tenneco Common Stock its ratable share of such
proceeds after deducting appropriate amounts for federal income tax
withholding purposes and any applicable transfer taxes. All brokers' fees and
commissions incurred in connection with such sales shall be paid by Tenneco.
If any shares of NNS Common Stock are returned to the Distribution Agent as
unclaimed or cannot be distributed by the Distribution Agent, any post-
Distribution dividends or distributions thereon will be paid to the
Distribution Agent (or set aside and retained by the Company). On the 180th
day following the Distribution Date, the Distribution Agent will return to
Tenneco all unclaimed shares of NNS Common Stock, cash in lieu of fractional
shares and dividends or other distributions with respect thereto. Thereafter,
holders of Tenneco Common Stock as of the Distribution Date will be entitled
to look only to Tenneco for such amounts to which they are entitled, subject
to applicable escheat or other abandoned property laws.
NO HOLDER OF TENNECO COMMON STOCK WILL BE REQUIRED TO PAY CASH OR OTHER
CONSIDERATION FOR THE SHARES OF NNS COMMON STOCK (OR THE CASH IN LIEU OF
FRACTIONAL SHARES) TO BE RECEIVED IN THE SHIPBUILDING DISTRIBUTION, OR TO
SURRENDER OR EXCHANGE SHARES OF TENNECO COMMON STOCK IN ORDER TO RECEIVE NNS
COMMON STOCK (OR THE CASH IN LIEU OF FRACTIONAL SHARES).
CORPORATE RESTRUCTURING TRANSACTIONS
Prior to consummation of the Distributions (and pursuant to the Distribution
Agreement), Tenneco will effect the Corporate Restructuring Transactions. Upon
completion of the Corporate Restructuring Transactions, Tenneco's existing
businesses and assets will be restructured so that, in general, substantially
all of the assets, liabilities and operations of (i) the Shipbuilding Business
will be owned and operated, directly and indirectly, by the Company and (ii)
the Industrial Business will be owned and operated, directly and indirectly,
by New Tenneco. The remaining assets, liabilities and operations of Tenneco
and its remaining subsidiaries will then consist solely of
15
<PAGE>
those related to the Energy Business, which includes liabilities and limited
assets relating to discontinued Tenneco operations not related to the
Industrial Business or the Shipbuilding Business. In connection with the
Transaction, NNS [intends to transfer] its interest (the "HVO Interest") in
certain entities affiliated with Van Ommeren International BV to New Tenneco.
As of September 30, 1996, NNS had invested $11.8 million in the HVO Interest,
which was funded by Tenneco. A further $7.9 million is scheduled to be
invested, of which $4 million is due in November, 1996 and $3.9 million is due
in March, 1997. Entities affiliated with Van Ommeren International BV have
agreed to purchase five of the Company's Double Eagle product tankers (the
Company has contracts for a total of nine Double Eagle product tankers).
The assets which will be owned by the Company upon consummation of the
Corporate Restructuring Transactions (the "Shipbuilding Assets") are generally
those related to the conduct of the past and current Shipbuilding Business, as
reflected on the Unaudited Pro Forma Combined Balance Sheet of the Company as
of June 30, 1996 included herein under "Unaudited Pro Forma Combined Financial
Statements" which is also attached as an exhibit to the Distribution Agreement
(the "Pro Forma Balance Sheet") (plus any subsequently acquired asset which is
of a nature or type that would have resulted in such asset being included on
the Pro Forma Balance Sheet had it been acquired prior to the date thereof),
plus all rights expressly allocated to the Company and its subsidiaries under
the Distribution Agreement or any of the Ancillary Agreements. The assets
which will be owned by New Tenneco upon consummation of the Corporate
Restructuring Transactions (the "Industrial Assets") are generally those
related to the conduct of the past and current Industrial Business, as
reflected on the New Tenneco pro forma balance sheet (plus any subsequently
acquired asset which is of a nature or type that would have resulted in such
asset being included on the New Tenneco pro forma balance sheet had it been
acquired prior to the date thereof), plus all rights expressly allocated to
New Tenneco and its subsidiaries under the Distribution Agreement or any
Ancillary Agreement. As part of the Corporate Restructuring Transactions, New
Tenneco will acquire various corporate assets of Tenneco such as the "Tenneco"
trademark and associated rights. The remaining assets (the "Energy Assets")
will continue to be owned and operated by Tenneco (as a subsidiary of El Paso)
following the Transaction.
The liabilities to be assumed by the Company and for which the Company will
be responsible pursuant to the Distribution Agreement (the "Shipbuilding
Liabilities") generally include (i) those liabilities related to the
Shipbuilding Assets and the current and past conduct of the Shipbuilding
Business, including liabilities reflected on the Pro Forma Balance Sheet which
remain outstanding as of the Distribution Date (plus subsequently incurred or
accrued liabilities determined on a basis consistent with the determination of
liabilities thereon), and (ii) those liabilities expressly allocated to the
Company or its subsidiaries under the Distribution Agreement or any Ancillary
Agreement.
The liabilities to be assumed by New Tenneco and for which New Tenneco will
be responsible pursuant to the Distribution Agreement (the "Industrial
Liabilities") generally include (i) those liabilities related to the
Industrial Assets and the current and past conduct of the Industrial Business,
including liabilities reflected on the New Tenneco pro forma balance sheet
which remain outstanding as of the Distribution Date (plus subsequently
incurred or accrued liabilities determined on a basis consistent with the
determination of liabilities thereon) and (ii) those liabilities expressly
allocated to New Tenneco or its subsidiaries under the Distribution Agreement
or any Ancillary Agreement.
The liabilities to be retained or assumed by Tenneco and for which Tenneco
will be responsible pursuant to the Distribution Agreement (the "Energy
Liabilities") generally include (i) those liabilities related to the Energy
Assets and the current and past conduct of the Energy Business, including
liabilities reflected on the Tenneco pro forma balance sheet attached as an
exhibit to the Distribution Agreement which remain outstanding as of the
Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), (ii) those liabilities expressly allocated to Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement, and
(iii) all other liabilities of Tenneco or any other member of the Energy Group
which do not constitute Industrial Liabilities or Shipbuilding Liabilities.
For a description of certain liabilities that will be expressly allocated
among Tenneco, the Company and New Tenneco by the Distribution Agreement and
Ancillary Agreements, including liability for the Tenneco
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<PAGE>
Consolidated Debt, taxes and certain employee benefits, see "--Debt and Cash
Realignment" and "--Relationships Among Tenneco, the Company and New Tenneco
After the Distributions."
DEBT AND CASH REALIGNMENT
From and after the Distributions, each of the Company, Tenneco and New
Tenneco will, in general, be responsible for the debts, liabilities and
obligations related to the business or businesses that its owns and operates
following consummation of the Corporate Restructuring Transactions. See "--
Corporate Restructuring Transactions." Tenneco's historical practice, however,
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, the Distribution Agreement, the Merger Agreement and the
Ancillary Agreements provide for (i) the pre-Distribution restructuring of the
Tenneco Consolidated Debt pursuant to the Debt Realignment, (ii) the
allocation among each of Tenneco, the Company and New Tenneco of the total
amount of cash and cash equivalents on hand as of the Merger Effective Time
pursuant to the Cash Realignment and (iii) settlement payments with respect to
certain capital expenditures related to the Energy Business, all as described
below.
The Merger Agreement contemplates that Tenneco, in its discretion, will, or
will cause its relevant subsidiaries to, tender for, defease, mature, redeem,
exchange or prepay the Tenneco Consolidated Debt prior to the Distributions
(the "Tenneco Debt Tender Offers"). As of June 30, 1996, there was outstanding
approximately $4,443 million of Tenneco Consolidated Debt.
In connection with the Transaction and to provide for working capital needs,
NNS intends to issue the Notes, comprised of $200 million of the Senior Notes
due 2006 and $200 million of the Senior Subordinated Notes due 2006, and enter
into a $415 million secured Senior Credit Facility, comprised of the $200
million six-year amortizing Term Loan and the $215 million six-year Revolving
Credit Facility, of which $125 million may be used for advances and letters of
credit and $90 million may be used for standby letters of credit. The Company
expects to utilize the proceeds of the Notes and Term Loan and borrowings of
$14 million under the Revolving Credit Facility to distribute (i) $600 million
as a dividend to Tenneco or one or more of its subsidiaries for use in
retiring certain Tenneco Consolidated Debt and (ii) $14 million in payment of
certain fees and expenses incurred in connection with the Notes and the Senior
Credit Facility. See "Risk Factors--Substantial Leverage" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
Pursuant to the Cash Realignment, as of the Merger Effective Time the
Company will be allocated $5 million of cash and cash equivalents. Tenneco
will be allocated $25 million of cash and cash equivalents and New Tenneco
will be allocated all remaining cash and cash equivalents on hand (which would
total approximately $200 million if the Transaction had been consummated as of
June 30, 1996). A post-Distribution audit will be conducted and following the
post-Distribution audit, New Tenneco will be required to pay to each of
Tenneco or the Company, as the case may be, the amount by which such company's
total cash and cash equivalents on hand as of the Merger Effective Time is
less than the above-described allocation. Likewise, Tenneco and the Company
will each be required to pay to New Tenneco any excess cash and cash
equivalents as of the Merger Effective Time from the above-described
allocation determined pursuant to such audit.
RELATIONSHIPS AMONG THE COMPANY, TENNECO AND NEW TENNECO AFTER THE
DISTRIBUTIONS
The Shipbuilding Business to be owned and operated by the Company has
historically been included in Tenneco's consolidated financial results. After
the Transaction, neither Tenneco nor New Tenneco will have an ownership
interest in the Shipbuilding Business owned and operated by the Company and
the Company will not have an ownership interest in either the Energy Business
or the Industrial Business. The Company and New Tenneco will be independent,
publicly-held companies, and Tenneco will become a subsidiary of El Paso.
Prior to the Distributions, the Company, Tenneco and New Tenneco will enter
into the Distribution Agreement which governs certain aspects of their
relationships both prior to and following the Distributions. In addition,
prior to the Distributions, the Company, Tenneco and/or New Tenneco (and their
appropriate subsidiaries) will enter into the
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Ancillary Agreements which are intended to further effect the disaffiliation
of the Shipbuilding Business, the Energy Business and the Industrial Business
and to govern certain additional aspects of their ongoing relationships.
Terms of the Distribution Agreement
In addition to providing for the terms of the Distributions and the various
actions to be taken prior to the Distributions, the Distribution Agreement
contains other provisions governing the relationship among the Company,
Tenneco and New Tenneco prior to and following the Distributions.
The Distribution Agreement provides that from and after the Distribution
Date: (i) Tenneco will, and will cause its affiliates engaged in the Energy
Business (collectively with Tenneco, the "Energy Group") to, assume, pay,
perform and discharge all Energy Liabilities in accordance with their terms,
(ii) the Company will assume, pay, perform and discharge all Shipbuilding
Liabilities except as described below in accordance with their terms, and
(iii) New Tenneco will, and will cause its affiliates engaged in the
Industrial Business (collectively with New Tenneco, the "Industrial Group") to
assume, pay, perform and discharge all Industrial Liabilities in accordance
with their terms.
In addition, the Distribution Agreement provides for cross-indemnities under
which (i) Tenneco must indemnify the Company and New Tenneco (and their
respective subsidiaries and certain other related parties) against all losses
arising out of or in connection with the Energy Liabilities or the breach of
the Distribution Agreement or any Ancillary Agreement by Tenneco, (ii) the
Company must indemnify Tenneco and New Tenneco (and their respective
subsidiaries and certain other related parties) against all losses except as
described below arising out of or in connection with the Shipbuilding
Liabilities or the breach of the Distribution Agreement or any Ancillary
Agreement by the Company, and (iii) New Tenneco must indemnify Tenneco and the
Company (and their respective subsidiaries and certain other related parties)
against all losses arising out of or in connection with the Industrial
Liabilities or the breach of the Distribution Agreement or any Ancillary
Agreement by New Tenneco. Additionally, Tenneco and the Company have received
letters from the Defense Contract Audit Agency (the "DCAA"), inquiring about
certain aspects of the Distributions, including the disposition of the Tenneco
Inc. Retirement Plan (the "TRP"), which covers salaried employees of the
Company and other Tenneco divisions. The Company and New Tenneco have agreed
to certain indemnities regarding such inquiries. See "Business--Investigations
and Legal Proceedings--Retirement Plan."
Pursuant to the Distribution Agreement, each of the parties has agreed to
use all reasonable efforts to take or cause to be taken all action, and do or
cause to be done all things, reasonably necessary, proper or advisable to
consummate the transactions contemplated by, and carry out the purposes of,
the Distribution Agreement. As such, the Distribution Agreement provides that
if any contemplated pre-Distribution transfers and assignments have not been
effected on or prior to the Distribution Date, the parties will cooperate to
effect such transfers as quickly thereafter as practicable. The entity
retaining any asset or liability which should have been transferred
prior to the Distribution Date will continue to hold that asset for the
benefit of the party entitled thereto or that liability for the account of the
party required to assume it, and must take such other action as may be
reasonably requested by the party to whom such asset was to be transferred or
by whom such liability was to be assumed in order to place such party, insofar
as reasonably possible, in the same position as would have existed had such
asset or liability been transferred or assumed as contemplated by the
Distribution Agreement.
The Distribution Agreement provides for the transfer of books and records
among Tenneco, the Company and New Tenneco and their respective subsidiaries
and grants to each party access to certain information in the possession of
the others (subject to certain confidentiality requirements). In addition, the
Distribution Agreement provides for the allocation of shared privileges with
respect to certain information and requires each party to obtain the consent
of the others prior to waiving any shared privilege.
Terms of the Ancillary Agreements
Below are descriptions of the principal Ancillary Agreements to be entered
into by Tenneco, the Company, New Tenneco and/or El Paso prior to consummation
of the Distributions, as required under the terms of the
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Distribution Agreement. The Ancillary Agreements are intended to further
effectuate the disaffiliation of the Shipbuilding Business and the Industrial
Business from the Energy Business and to facilitate the operation of each of
the Company and New Tenneco as a separate entity.
Benefits Agreement. The Benefits Agreement to be entered into by and among
the Company, Tenneco and New Tenneco (the "Benefits Agreement") will define
certain labor, employment, compensation and benefit matters in connection with
the Distributions and the transactions contemplated thereby. Pursuant to the
Benefits Agreement, from and after the Distribution Date, each of the Company,
Tenneco and New Tenneco will continue employment of each of their respective
retained employees (subject to their rights to terminate said employees) with
the same compensation as prior to the Distribution Date, continue to honor all
related existing collective bargaining agreements, recognize related incumbent
labor organizations and continue sponsorship of hourly employee benefit plans.
New Tenneco will become the sole sponsor of the TRP and of the Tenneco Inc.
Thrift Plan (the "Tenneco Thrift Plan") from and after the Distribution Date,
and the Company and Tenneco will establish defined contribution plans for the
benefit of each of their respective employees to which the account balances of
retained and former employees of the Company and Tenneco in the Tenneco Thrift
Plan will be transferred. The benefits accrued by the Company and Tenneco
employees in the TRP will be frozen as of the last day of the calendar month
including the Distribution Date, and New Tenneco will amend the TRP to provide
that all benefits accrued through that day by Company and Tenneco employees
are fully vested and non-forfeitable. Tenneco will retain and assume
employment contracts with certain individuals. All liabilities under the
Tenneco Inc. Benefit Equalization Plan and the Tenneco Inc. Supplemental
Executive Retirement Plan will be assumed by New Tenneco pursuant to the
Benefits Agreement; however, New Tenneco is entitled to reimbursement for
certain payments thereunder from the Company and Tenneco. Generally, each of
the Company, Tenneco and New Tenneco will retain liabilities with respect to
the welfare benefits of its current and former employees and their dependents,
but Tenneco will assume all liabilities for retiree medical benefits of the
employees of discontinued operations and their dependents. In addition, as of
the Distribution Date, participation by retained and former employees of the
Company and Tenneco in the Tenneco Inc. Deferred Compensation Plan and the
Tenneco Inc. 1993 Deferred Compensation Plan will be discontinued.
Debt and Cash Allocation Agreement. The Debt and Cash Allocation Agreement
will govern the allocation among the parties of the cash and cash equivalents
of Tenneco and its subsidiaries on hand as of the Merger Effective Time, the
Tenneco Consolidated Debt and responsibility for certain capital expenditures
related to the Energy Business pursuant to the Cash Realignment and the Debt
Realignment, as described above (the "Debt and Cash Allocation Agreement").
See "--Debt and Cash Realignment."
Insurance Agreement. Tenneco has historically maintained at the parent-
company level various insurance policies for the benefit or protection of
itself and its subsidiaries. The Insurance Agreement to be entered into among
Tenneco, the Company and New Tenneco (the "Insurance Agreement") will provide
for the respective continuing rights and obligations from and after the
Distributions of the parties with respect to these insurance policies (other
than directors' and officers' liability insurance policies which are addressed
by the Merger Agreement).
In general, following consummation of the Transaction, policies which relate
exclusively to the Shipbuilding Business will be retained by the Company,
policies which relate exclusively to the Energy Business or the Energy Group
will be retained by Tenneco, and policies which relate exclusively to the
Industrial Business or the Industrial Group will be retained by New Tenneco.
Pursuant to the Insurance Agreement, any non-exclusive Tenneco policies
which are in effect as of the Distribution Date (other than those which are
cost plus, fronting, high deductible or retrospective premium programs, as
described below) will either be transferred into the name of New Tenneco or
cancelled, at New Tenneco's option. In general, "go-forward" coverage under
these policies for the Energy Business and Shipbuilding Business (and certain
related persons) will be terminated as follows: (i) coverage under "claims-
made" policies (i.e., those policies which provide coverage for claims made
during a specified period) will be terminated on the Distribution Date for any
claims not made prior thereto and (ii) coverage under "occurrence-based"
policies (i.e., those policies which provide coverage for acts or omissions
occurring during a specified
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period) will be terminated on the Distribution Date for acts or omissions
occurring thereafter. However, the Energy Business, Shipbuilding Business and
Industrial Business (and certain related persons) will all continue to have
access to these policies ("go-backward" coverage) and for claims made prior to
the Distribution Date, in the case of claims-made policies, and for acts or
omissions which occurred prior to the Distribution Date, in the case of
occurrence-based policies (subject to certain obligations to replace any
policy limits exhausted by it). Each respective group will be liable for
premiums, costs and charges under these policies that relate to its coverage
thereunder (and will likewise get the benefit of any refunded amounts).
Pursuant to the Insurance Agreement, policies which are cost plus, fronting,
high deductible or retrospective premium programs will be retained by the
Energy Business following the Distributions and will provide no go-forward
coverage to the Shipbuilding Business or Industrial Business. However, go-
backward coverage will continue to be available to these groups, subject to an
obligation to reimburse Tenneco for premiums, costs and charges under these
policies related to their respective coverages following the Distributions.
Following the Transaction, Tenneco will be required to maintain in place
certain letters of credit and surety bonds securing obligations under these
policies.
Tax Sharing Agreement. The Tax Sharing Agreement to be entered into among
the Company, Tenneco, New Tenneco and El Paso (the "Tax Sharing Agreement")
will provide for the allocation of tax liabilities among the parties arising
prior to, as a result of, and subsequent to the Distributions. As a general
rule, Tenneco will be liable for all taxes not specifically allocated to the
Company or New Tenneco under the specific terms of the Tax Sharing Agreement.
Generally, the Company will be liable for taxes imposed exclusively on the
Company (including for pre-distribution periods, taxes imposed on the Company)
and New Tenneco will be liable for taxes imposed exclusively on the Industrial
Group. Federal income taxes imposed on the combined activities of the Company,
Tenneco and the Industrial Group will be allocated among the Company and the
other business groups according to their respective shares of consolidated
taxable income, except that (i) tax benefits attributable to the Debt
Realignment ("Debt Discharge Items"), presently anticipated to total
approximately $120 million, will be specifically allocated to the Industrial
Group and Tenneco will make a cash payment to New Tenneco equal to the amount
of such tax benefits when and to the extent realized by Tenneco, and (ii) tax
benefits attributable to certain items included in the computation of the Base
Amount (as defined in the Merger Agreement) ("Base Amount Adjustment Items")
will be specifically allocated to Tenneco. In the case of state income taxes
imposed on the combined activities of the Company and the other business
groups, Tenneco will be responsible for payment of the combined tax to the
state tax authority, and the Company and New Tenneco will pay Tenneco a deemed
tax equal to the tax that would be imposed if the Company and the Industrial
Group had filed combined returns for their respective groups, except that Debt
Discharge Items and Base Amount Adjustment Items will be specifically
allocated to New Tenneco and Tenneco, respectively.
In general, Tenneco will be responsible for any taxes imposed on or
resulting from the Transaction ("Transaction Taxes"). New Tenneco will be
responsible for any Transaction Taxes resulting from any inaccuracy in factual
statements or representations in connection with the IRS letter ruling or the
opinion of counsel contemplated by the Merger Agreement (the "Tax Opinion") to
the extent attributable to facts in existence prior to the Merger, but
excluding facts relating to the Company or El Paso. The Company and El Paso
will each be responsible for the accuracy of any factual statements or
representations relating to them or their respective affiliates. Each of the
Company, New Tenneco and El Paso will be responsible for any Transaction Tax
to the extent such tax is attributable to action taken by that entity which is
inconsistent with tax treatment contemplated in the IRS letter ruling received
in the Transaction or the Tax Opinion. If between the date of the Merger
Agreement and the Merger Effective Time, there is a change in law (as defined
in the Tax Sharing Agreement) and as a result of such change in law Tenneco is
required to restore certain deferred gains to income, then any resulting tax
will be shared equally between New Tenneco and Tenneco.
TBS Services Agreement. Tenneco Business Services Inc. ("TBS") has entered
into a series of separate services agreements (the "Service Agreements"), as
described below, with the Company, New Tenneco (and its subsidiaries other
than TBS) and Tenneco (and its subsidiaries) which, together, constitute the
"TBS Services Agreement" which is to be delivered as an Ancillary Agreement
under the Distribution Agreement.
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One of the Service Agreements between TBS and the Company is for mainframe
data processing services (the "NNS Processing Services Agreement"). Under the
NNS Processing Services Agreement, TBS will supply, as a vendor, mainframe
data processing services to the Company for a period from the Merger Effective
Time through December 31, 1998, and thereafter only by mutual agreement. The
rate of compensation to TBS for services will be $9.1 million in 1997 and $9.6
million in 1998, payable in monthly installments, subject to adjustment if the
Company requests a change in the scope of services. TBS will lease the space
currently used by it at the Company's headquarters in Newport News, Virginia
for the period from the Merger Effective Time through December 31, 1998, with
an option for TBS to extend for one month periods for up to 12 months per
continued use by TBS as its mainframe data processing facility. The rent under
such lease will be approximately $1.2 million per year, plus pass-throughs of
certain occupancy-related costs.
TBS has also entered into a Supplier Participation Agreement (the "NNS
Supplier Participation Agreement") with the Company to govern the procedures
under which the Company will continue to participate with New Tenneco in
vendor purchase agreements between TBS and various suppliers of goods and
services. The NNS Supplier Participation Agreement provides for continued
participation of the Company in various purchase programs, absent a
termination for cause, for the duration of the agreements with each such
vendor. Under this Agreement, as is the case currently, purchases of goods and
services will be made directly by the Company at prices negotiated by TBS
which are applicable to all participating purchasers. TBS will charge the
Company a fixed fee of $5,000 per month for contract administration services
including data collection, negotiations, progress reporting, benefits
reporting, follow-up and consulting in connection with the vendor agreements.
Trademark Transition License Agreements. Upon consummation of the Corporate
Restructuring Transactions New Tenneco will hold the rights to various
trademarks, servicemarks, tradenames and similar intellectual property,
including rights in the marks "Tenneco", "Ten" and "Tenn" (but not
"Tennessee"), alone and in combination with other terms and/or symbols and
variations thereof (collectively, the "Trademarks"), in the United States and
elsewhere throughout the world. In connection with the Distributions,
Trademark Transition License Agreements will be entered into as of the
Distribution Date between both (i) New Tenneco and the Company (the
"Shipbuilding Trademark Transition License Agreement") and (ii) New Tenneco
and Tenneco (the "Industrial Trademark Transition License Agreement," and
together with the Shipbuilding Trademark Transition License Agreement, the
"Trademark Transition License Agreements"). Pursuant to these agreements, New
Tenneco will grant to each of the Company and Tenneco a limited, non-
exclusive, royalty-free license to use the Trademarks with respect to
specified goods and services as follows: (a) Tenneco and the Company will be
permitted to use the Trademarks in their corporate names for 30 days after the
date of the agreements (and, pursuant to the Distribution Agreement, each have
agreed to remove the Trademarks from such corporate names within 30 days after
the Distribution Date), (b) Tenneco and the Company will be permitted to use
their existing supplies and documents which have the Trademarks imprinted on
them for six months after the date of the agreements and (c) Tenneco and the
Company will be permitted to use the Trademarks on existing signs, displays or
other identifications for a period (after the date of the agreements) of two
years (in the case of Tenneco) and one year (in the case of the Company).
However, so long as Tenneco or the Company continues to use the Trademarks, it
must maintain certain quality standards prescribed by New Tenneco in the
conduct of business operations in which the Trademarks are used. In addition,
under these agreements each of Tenneco and the Company will agree to indemnify
New Tenneco from any claims that arise as a result of its use of the
Trademarks or any breach of its agreement and neither Tenneco nor the Company
may adopt or use at any time a word or mark likely to be similar to or
confused with the Trademarks. Each Trademark Transition License Agreement will
be immediately terminable by New Tenneco upon a material breach of the
agreement by Tenneco or the Company, as the case may be.
Directors
After the Distribution Date, the Company and New Tenneco will share one
common director, Dana G. Mead. The Company and New Tenneco will adopt policies
and procedures to be followed by the Board of
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Directors of each company to limit the involvement of Mr. Mead in situations
that could give rise to potential conflicts of interest, including requesting
him to abstain from voting as a director of either the Company or New Tenneco
on certain matters which present a conflict of interest between the Company
and New Tenneco. The Company believes that such conflict situations will be
minimal. See "Management."
Expenses
In general, and except for certain environmental costs and expenses, Tenneco
is responsible for all fees and expenses incurred by Tenneco in connection
with the Transaction for periods prior to the Distribution Date. Any such fees
and expenses which are unpaid as of the Merger Effective Time will be
allocated to and remain the responsibility of Tenneco pursuant to the Debt
Realignment and El Paso has agreed to pay or cause to be paid all such
amounts. However, because the aggregate amount of debt to be allocated upon
consummation of the Merger to Tenneco is limited to $2.65 billion (subject to
certain adjustments) the amount of unpaid Tenneco transaction fees and
expenses as of the Merger Effective Time may impact the amount of debt
allocated to the Company in connection with the Transaction. See "--Debt and
Cash Realignment." Each party has agreed to bear its own respective fees and
expenses incurred after consummation of the Transaction.
Settlement of Intercompany Accounts
Pursuant to the Merger Agreement and the Distribution Agreement, all
intercompany receivables, payables and loans (unless specifically provided for
in any Ancillary Agreement) among the Energy Business, the Industrial Business
and the Shipbuilding Business will be settled, capitalized or converted into
ordinary trade accounts as of the close of business on the Distribution Date.
Further, all intercompany agreements among such businesses (other than those
contemplated by the Transaction) will be terminated.
REASONS FOR THE DISTRIBUTIONS
The Distributions and the Merger are designed to separate three types of
businesses, namely the Shipbuilding Business, the Industrial Business and the
Energy Business, which have distinct financial, investment and operating
characteristics, so that each can adopt strategies and pursue objectives
appropriate to its specific needs. The Distributions will (i) enable the
management of each company to concentrate its attention and financial
resources on the core business of such company, (ii) permit investors to make
more focused investment decisions based on the specific attributes of each of
the three businesses, (iii) facilitate employee compensation programs custom-
tailored to the operations of each business, including stock-based and other
incentive programs, which will more directly reward employees of each business
based on the success of that business and (iv) tailor the assets of Tenneco to
facilitate acquisition of the Energy Business by El Paso. Upon consummation of
the Shipbuilding Distribution, NNS will, primarily through its consolidated
subsidiaries (including Newport News), own and operate substantially all of
the Shipbuilding Business. New Tenneco will, primarily through its
consolidated subsidiaries, own and operate the Industrial Business.
Immediately following consummation of the Distributions, a subsidiary of El
Paso will be merged with and into Tenneco, and thereafter the Energy Business,
including liabilities and assets relating to discontinued Tenneco operations
not related to the Shipbuilding Business and the Industrial Business, will be
owned and operated by El Paso.
CONDITIONS TO CONSUMMATION OF THE SHIPBUILDING DISTRIBUTION
The Shipbuilding Distribution is conditioned on, among other things,
stockholder approval of the Distributions and formal declaration of the
Distributions by the Tenneco Board. Other conditions to the Shipbuilding
Distribution include (i) execution and delivery of certain of the Ancillary
Agreements and consummation of the various pre-distribution transactions (such
as the Corporate Restructuring Transactions, the Debt Realignment and the Cash
Realignment), (ii) receipt of a ruling from the IRS to the effect that for
federal income tax purposes the Distributions qualify as tax-free
distributions to Tenneco and its stockholders under Section 355 of the Code
(as defined herein) and that certain internal spin-off transactions included
in the Corporate Restructuring Transactions will also be tax-free, (iii)
approval for listing on the NYSE of the NNS
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Common Stock and the New Tenneco Common Stock, (iv) registration of NNS Common
Stock and New Tenneco Common Stock under the Exchange Act, (v) receipt of all
material consents to the Corporate Restructuring Transactions, the
Distributions and transactions contemplated in the Distribution Agreement,
(vi) performance of the various covenants required to be performed prior to
the Distribution Date (see "--Corporate Restructuring Transactions", "--Debt
and Cash Realignment" and "--Relationships Among Tenneco, the Company and New
Tenneco After the Distributions"), and (vii) lack of prohibition of the
Distributions by any law or governmental authority. Even if all the conditions
to the Distributions are satisfied, Tenneco has reserved the right, under
certain circumstances, to amend or terminate the Distribution Agreement and to
modify or abandon the transactions contemplated thereby. The Tenneco Board has
not attempted to identify or establish objective criteria for evaluating the
particular types of events or conditions that would cause the Tenneco Board to
consider amending or terminating the Distributions. See "--Amendments or
Termination of the Distributions." Although the foregoing conditions (other
than declaration of the Distributions) may be waived by Tenneco (to the extent
permitted by law), the Tenneco Board presently has no intention to proceed
with either of the Distributions unless each of these conditions is satisfied.
See "Introduction."
AMENDMENT OR TERMINATION OF THE DISTRIBUTIONS
Prior to the Distributions, the Distribution Agreement may be terminated and
the Distributions may be amended, modified or abandoned by Tenneco without the
approval of its stockholders, the Company or New Tenneco, subject to the
consent of El Paso as described below. Any amendment or modification prior to
the termination of the Merger Agreement or consummation of the Merger which
adversely affects the Energy Business (other than to a de minimis extent) or
materially delays or prevents the consummation of the Merger can be
effectuated only with the prior consent of El Paso. Termination of the
Distribution Agreement prior to the termination of the Merger Agreement or
consummation of the Merger can be effectuated only with the prior written
consent of El Paso.
After consummation of the Distributions, the Distribution Agreement may be
amended or terminated only by a written agreement signed by Tenneco, the
Company and New Tenneco. Certain amendments or terminations after the
Distributions also require the consent of third party beneficiaries to the
extent that the Distribution Agreement has expressly granted them such rights.
TRADING OF NNS COMMON STOCK
See "Risk Factors--No Current Market for NNS Common Stock" and "Risk
Factors--Uncertainty Regarding Changes in Trading Price of Stock Following the
Transaction" for a discussion of certain considerations relating to the market
for and trading prices of NNS Common Stock following the Distribution.
Shares of NNS Common Stock received by shareholders of Tenneco pursuant to
the Shipbuilding Distribution will be freely transferable, except for shares
received by persons who may be deemed to be "affiliates" of the Company under
the Securities Act of 1933, as amended (the "Securities Act"). Persons who are
affiliates of the Company will be permitted to sell their shares of NNS Common
Stock only pursuant to an effective registration statement under the
Securities Act or an exemption from the registration requirements of the
Securities Act. There would not, however, be any 90-day waiting period before
sales could be made by affiliates under Rule 144 of the Securities Act, as
long as the other provisions of Rule 144 are met.
CERTAIN FEDERAL INCOME TAX ASPECTS OF THE SHIPBUILDING DISTRIBUTION
General
The following is a summary description of the material federal income tax
aspects of the Shipbuilding Distribution. This summary is for general
informational purposes only and is not intended as a complete description of
all the tax consequences of the Shipbuilding Distribution, the Industrial
Distribution, the Merger
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or the other transactions contemplated as part of the Transaction and does not
discuss tax consequences under the laws of state or local governments or any
other jurisdiction. Moreover, the tax treatment of a stockholder may vary
depending upon his, her or its particular situation. In this regard, certain
stockholders (including insurance companies, tax-exempt organizations,
financial institutions or broker-dealers, persons who are not citizens or
residents of the United States or who are foreign corporations, foreign
partnerships or foreign trusts or estates, as defined for United States
federal income tax purposes, stockholders that hold shares as part of a
position in a "straddle" or as part of a "hedging" or "conversion" transaction
for United States federal income tax purposes and stockholders with a
"functional currency" other than the United States dollar) may be subject to
special rules not discussed below. In addition, this summary applies only to
shares which are held as capital assets. The following discussion may not be
applicable to a stockholder who acquired his, her or its shares pursuant to
the exercise of stock options or otherwise as compensation.
THE FOLLOWING DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), EXISTING, PROPOSED AND
TEMPORARY TREASURY REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS
AND COURT DECISIONS. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE, WHICH MAY OR
MAY NOT BE RETROACTIVE, AND ANY SUCH CHANGES COULD AFFECT THE VALIDITY OF THE
FOLLOWING DISCUSSION. SEE "--POSSIBLE FUTURE LEGISLATION" BELOW.
EACH STOCKHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO
THE PARTICULAR TAX CONSEQUENCES TO HIM, HER OR IT OF THE TRANSACTION DESCRIBED
HEREIN, INCLUDING, THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN
TAX LAWS, AND THE POSSIBLE EFFECTS OF CHANGES OF APPLICABLE TAX LAWS.
Tax Rulings
Consummation of the Shipbuilding Distribution is conditioned upon the
receipt of a ruling or rulings from the IRS, reasonably acceptable to Tenneco
and El Paso, to the effect that:
(i) the Shipbuilding Distribution will be tax-free for federal income tax
purposes to Tenneco under Section 355(c)(1) of the Code and the
stockholders of Tenneco under Section 355(a) of the Code;
(ii) the Industrial Distribution will be tax-free for federal income tax
purposes to Tenneco under Section 355(c)(1) of the Code and the
stockholders of Tenneco under Section 355(a) of the Code; and
(iii) the following distributions to be effected as part of the Corporate
Restructuring Transactions will be tax-free for federal income tax purposes
to the respective transferor corporations under Section 355(c)(1) or 361
(a) of the Code and to the respective stockholders of the transferor
corporations under Section 355(a) of the Code: (a) the distribution by the
Company of the capital stock of Tenneco Packaging Inc. to Tenneco
Corporation; (b) the distribution by Tenneco Corporation of the capital
stock of the Company and New Tenneco to Tennessee Gas Pipeline Company
("TGP"); and (c) the distribution by TGP of the capital stock of the
Company and New Tenneco to Tenneco.
A ruling from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. The rulings
obtained from the IRS will be based on certain facts and representations, some
of which will have been made by El Paso. Generally, the IRS private letter
ruling would not be revoked or modified retroactively provided that (i) there
has been no misstatement or omission of material facts, (ii) the facts at the
time of the Transaction are not materially different from the facts upon which
the IRS private letter ruling was based and (iii) there has been no change in
the applicable law.
The Distributions
It is expected that the Distributions will qualify as tax-free distributions
under Section 355 of the Code. Assuming that the Distributions so qualify, (i)
the holders of Tenneco Common Stock will not recognize gain or loss upon
receipt of shares of NNS Common Stock or shares of New Tenneco Common Stock,
(ii) each holder
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of Tenneco Common Stock will allocate his, her or its aggregate tax basis in
the Tenneco Common Stock immediately before the Distributions among Tenneco
Common Stock, NNS Common Stock and New Tenneco Common Stock in proportion to
their respective fair market values, (iii) the holding period of each holder
of Tenneco Common Stock for NNS Common Stock and New Tenneco Common Stock will
include the holding period for his, her or its Tenneco Common Stock, provided
that Tenneco Common Stock is held as a capital asset at the time of the
Distributions and (iv) Tenneco will not recognize any gain or loss on its
distribution of NNS Common Stock or New Tenneco Common Stock to its
stockholders.
No fractional shares of NNS Common Stock or New Tenneco Common Stock will be
distributed in the Distributions. A holder of Tenneco Common Stock who,
pursuant to the Distributions, receives cash in lieu of fractional shares of
NNS Common Stock will be treated as having received such fractional shares of
NNS Common Stock pursuant to the Distributions and then as having received
such cash in a sale of such fractional shares of NNS Common Stock. Such
holders will generally recognize capital gain or loss pursuant to such deemed
sale equal to the difference between the amount of cash received and such
holders' adjusted tax basis in the fractional share of NNS Common Stock
received. Such gain or loss will be capital (provided the Tenneco Common Stock
is held as a capital asset at the time of the Distributions) and will be
treated as a long-term capital gain or loss if the holding period for the
fractional shares of NNS Common Stock deemed to be received and then sold is
more than one year.
If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then in general a corporate level federal income tax
would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Code Section
355) would be based upon the gain (computed as the difference between the fair
market value of the stock distributed and the distributing corporation's
adjusted basis in such stock) realized by each of the distributing
corporations upon its distribution of the stock of one or more controlled
corporations to its shareholders in the Transaction. The corporate level
federal income tax would be payable by Tenneco. Under the terms of the Tax
Sharing Agreement, the Company will not be liable to indemnify Tenneco for any
additional taxes incurred by reason of the Distributions being taxable, unless
the Distributions fail to qualify for tax-free treatment under Section 355 of
the Code as a result of the inaccuracy of certain factual statements or
representations made by the Company in connection with the requests for the
IRS private letter ruling or Tax Opinion or the Company takes any action which
is inconsistent with any factual statements or representations or the tax
treatment of the Transaction as contemplated in the IRS private letter ruling
request or the Tax Opinion. See the discussion of the Tax Sharing Agreement
under "--Relationships among Tenneco, the Company and New Tenneco After the
Distributions."
Furthermore, if the Distributions do not qualify as tax-free distributions
under Section 355 of the Code then each holder of Tenneco Common Stock who
receives shares of NNS Common Stock and New Tenneco Common Stock in the
Distributions would be treated as if such stockholder received taxable
distributions in an amount equal to the fair market value of NNS Common Stock
and New Tenneco Common Stock received which would result in: (i) a dividend to
the extent paid out of Tenneco's current and accumulated earnings and profits;
then (ii) a reduction in such stockholder's basis in Tenneco Common Stock to
the extent the amount received exceeds the amount referenced in clause (i);
and then (iii) gain from the sale or exchange of Tenneco Common Stock to the
extent the amount received exceeds the sum of the amounts referenced in
clauses (i) and (ii). Each stockholder's basis in his, her or its NNS Common
Stock and New Tenneco Common Stock would be equal to the fair market value of
such stock at the time of the Distributions.
Possible Future Legislation
The Administration's Budget Proposal issued March 19, 1996 contains several
revenue proposals, including a proposal (the "Anti-Morris Trust Proposal")
which would require a distributing corporation in a transaction otherwise
qualifying as a tax-free distribution under Section 355 of the Code to
recognize gain on the distribution of the stock of the controlled corporation
unless the direct and indirect stockholders of the distributing corporation
own more than 50% of the distributing corporation and controlled corporations
at all times during the four-year period commencing two years prior to the
distribution. The Anti-Morris Trust Proposal would apply
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to any distributions occurring after March 19, 1996, unless such distribution
was (i) pursuant to a binding contract on such date, (ii) described in a
ruling request submitted to the IRS on or before such date, or (iii) described
in a public announcement or SEC filing on or before such date.
On March 29, 1996, Senator William V. Roth, Chairman of the Senate Finance
Committee and Congressman Bill Archer, Chairman of the House Ways and Means
Committee, issued a joint statement (the "Roth-Archer Statement") to the
effect that should certain of the revenue proposals included in the
Administration's Budget Proposal, including the Anti-Morris Trust Proposal, be
enacted, the effective date will be no earlier than the date of "appropriate
Congressional action." As of the date of this Information Statement, no
legislation has been introduced relating to the Anti-Morris Trust Proposal. On
June 27, 1996, Tenneco submitted its request for rulings (including rulings on
the tax-free treatment of the Distributions) to the IRS. Accordingly, in view
of the Roth-Archer Statement, any future Anti-Morris Trust legislation should
not apply to the Distributions assuming that the effective date of such
legislation contains a grandfather clause for transactions for which a ruling
request has been filed with the IRS prior to the date of "appropriate
Congressional action." Nevertheless, there can be no assurances that Congress
will not adopt Anti-Morris Trust legislation which would apply retroactively
to the Distributions. In the event such legislation is announced or introduced
prior to the consummation of the Transaction, under the terms of the Merger
Agreement El Paso may elect not to proceed with the Merger if it reasonably
determines that there exists a reasonable likelihood that the Distributions or
the Merger would not be tax-free for federal income tax purposes. If El Paso
elects to proceed with the Merger notwithstanding the announcement or
introduction of Anti-Morris Trust legislation, the Distributions, if
ultimately subject to such legislation, may result in significant taxable gain
to the Tenneco consolidated group under Section 355(c) of the Code. Although
Tenneco stockholders would not recognize taxable gain or loss on the receipt
of the stock of the Company and New Tenneco under the current Anti-Morris
Trust Proposal, the taxable gain required to be recognized by the Tenneco
consolidated group under Code Section 355(c) would significantly reduce the
value of the El Paso Common Stock and any El Paso Preferred Depositary Shares
received by the Tenneco stockholders in the Merger.
Back-up Withholding Requirements
United States information reporting requirements and backup withholding at
the rate of 31% may apply with respect to dividends paid on, and proceeds from
the taxable sale, exchange or other disposition of NNS Common Stock, unless
the stockholder (i) is a corporation or comes within certain other exempt
categories, and, when required, demonstrates these facts or (ii) provides a
correct taxpayer identification number, certifies as to no loss of exemption
from backup withholding and otherwise complies with applicable requirements of
the backup withholding rules. A stockholder who does not supply the Company
with his, her or its correct taxpayer identification number may be subject to
penalties imposed by the IRS. Any amount withheld under these rules will be
creditable against the stockholder's federal income tax liability.
Stockholders should consult their tax advisers as to their qualification for
exemption from backup withholding and the procedure for obtaining such an
exemption. If information reporting requirements apply to a stockholder, the
amount of dividends paid with respect to such shares will be reported annually
to the IRS and to such stockholder.
These backup withholding tax and information reporting rules currently are
under review by the United States Treasury Department and proposed Treasury
Regulations issued on April 15, 1996 would modify certain of such rules
generally with respect to payments made after December 31, 1997. Accordingly,
the application of such rules could be changed.
REASONS FOR FURNISHING THE INFORMATION STATEMENT
This Information Statement is being furnished by Tenneco and the Company
solely to provide information to Tenneco stockholders who will receive NNS
Common Stock in the Shipbuilding Distribution. It is not, and is not to be
construed as, an inducement or encouragement to buy or sell any securities of
Tenneco or the Company. The information contained in this Information
Statement is believed by Tenneco and the Company to be accurate as of the date
set forth on its cover. Changes may occur after that date, and neither the
Company nor Tenneco will update the information except in the normal course of
their respective public disclosure practices.
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RISK FACTORS
Stockholders of Tenneco should be aware that the Shipbuilding Distribution
and ownership of NNS Common Stock involve certain risk factors, including
those described below and elsewhere in this Information Statement, which could
adversely affect the value of their holdings. Neither the Company nor Tenneco
makes, nor is any other person authorized to make, any representation as to
the future market value of NNS Common Stock.
RELIANCE ON MAJOR CUSTOMER AND UNCERTAINTY OF FUTURE WORK
Reliance on Major Customer. The Company's business is primarily dependent
upon the design, construction, repair, overhaul and refueling of nuclear-
powered aircraft carriers and submarines for the U.S. Navy. The Navy accounted
for approximately 97% and 94% of the Company's net sales for the year ended
December 31, 1995 and for the six months ended June 30, 1996, respectively.
Approximately 85% of its backlog consisted of contracts to build, repair or
overhaul nuclear-powered aircraft carriers as of June 30, 1996.
Uncertainty of Future Work. Although U.S. Government cuts in naval
shipbuilding have continued to put pressure on the Company's backlog, the
Company was successful in adding $1.0 billion in new work during 1995 and $443
million during the first six months of 1996. The Company's total backlog,
however, decreased from $5.6 billion at December 31, 1994 to $4.6 billion at
December 31, 1995 and, as of June 30, 1996, was $4.1 billion. The Company's
total backlog anticipated at December 31, 1996 is $3.4 billion. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Backlog." Because much of the Company's business consists of
constructing aircraft carriers, which historically have been purchased by the
Navy every four to six years, the Company's backlog has typically declined
following each carrier contract, and peaked again when the Navy orders a new
aircraft carrier. For example, the Company's backlog dropped well below $3
billion in late 1994, then peaked at $5.6 billion with the signing of the CVN-
76 contract later in that year. The continuing effort of the U.S. Government
to reduce the federal budget deficit and the restructuring of U.S. Naval
forces in the post Cold War environment, however, will affect the level of
funding for shipbuilding programs, which can be revised at any time. The
Report on the Bottom-Up Review by the U.S. Department of Defense in 1993
stated a need for a fleet of 12 aircraft carriers (down from 15 in 1992),
creating demand for a new aircraft carrier every four to six years. Re-
evaluation of this need will continue by both the Department of Defense and
the Congress. Current Navy plans call for the award of a contract for the
construction of a new nuclear-powered aircraft carrier (CVN-77) beginning in
or before 2002 for delivery in 2009. The Navy has not determined whether
subsequent aircraft carriers will be nuclear-powered. If there is an eventual
shift towards building smaller, non-nuclear-powered aircraft carriers, it is
possible that the Company may have to compete with other shipyards in the
future to build such aircraft carriers. Furthermore, in response to the need
for cheaper alternatives and the proliferation of "smart weapons," it is also
possible that future strategy reassessments by the Department of Defense may
result in the need for fewer aircraft carriers. The Company is currently
performing design concept studies for the next generation of aircraft
carriers, which is expected to help the Company in maintaining its role as the
Navy's only aircraft carrier builder. For the year ended December 31, 1995 and
for the first six months of 1996, aircraft carrier construction accounted for
approximately 40.5% and 41% of the Company's revenues, respectively. In
addition, aircraft carrier programs and other government projects can be
delayed, and such delays typically cause loss of income during the period of
delay and retraining costs when work resumes. Any significant reduction in the
level of government appropriations for aircraft carrier or other shipbuilding
programs, or a significant delay of such appropriations, would have a material
adverse effect on the Company's financial condition and results of operations.
The prospects of U.S. shipyards, including the Company, can be materially
affected by their success in securing significant U.S. Navy contract awards.
In 1987, the Company was awarded the lead design contract for the Seawolf
submarine. However, the collapse of the former Soviet Union Navy, with its
several hundred submarines, has greatly reduced the underwater threat to U.S.
and allied vessels. As a result, there was a dramatic cutback in the Seawolf
program (to three submarines), and the Company did not construct any Seawolf
submarines. Construction of the three Seawolf submarines was awarded to
Electric Boat Corporation ("Electric
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Boat"), a competitor of the Company and wholly-owned subsidiary of General
Dynamics Corporation ("General Dynamics"). More recently, Congress
preliminarily approved authorization legislation to have the Company construct
one of the Navy's new nuclear attack submarines ("NSSNs," the class of
submarines following the Seawolf) beginning in late 1998, and another NSSN
beginning in late 2000, although there can be no assurance that the NSSN
program will continue to be funded or proceed on schedule. Two NSSNs were also
authorized to be built by Electric Boat. Electric Boat has also been
designated as the lead design yard for NSSN submarines. Future contract awards
(after the fourth ship) for the construction of NSSNs, if made, are expected
to be determined by competitive bidding.
The Company, Ingalls Shipbuilding, Inc. ("Ingalls Shipbuilding") (the prime
contractor), Lockheed Martin Corporation ("Lockheed Martin") and National
Steel and Shipbuilding Co. ("National Steel") have entered into an alliance to
bid on the LPD-17 non-nuclear amphibious assault ship program, for which
approximately $974 million was recently appropriated for construction of the
first vessel. The U.S. Navy currently anticipates that 12 vessels will be
built for the LPD-17 program. The Navy has stated that it currently expects
that the LPD-17 vessels will be a mainstay of the Navy over the next two
decades, replacing a number of vessels nearing the end of their useful lives.
Funds for the construction of the first LPD-17 vessel have been appropriated
as part of the overall Department of Defense appropriations for 1996. However,
there can be no assurance that the Department of Defense and Congress will
fund the 12 vessels. Furthermore, there can be no assurance that the Company's
alliance will be awarded, assuming the appropriated funds are released, the
LPD-17 contract or that Congress will appropriate funds for any additional
LPD-17 vessels. It is possible that the U.S. Navy may award the program to a
competing bidder or it may allocate the vessels between competing bidders. It
could also delay implementation of the LPD-17 program. Even if the LPD-17
project is awarded to the Company's alliance, the U.S. Navy may decide to
award other work to competitors in order to sustain some level of work at
various shipyards.
An alliance consisting of the Company, Ingalls Shipbuilding and Lockheed
Martin was recently awarded a contract to develop design concepts for the U.S.
Navy's "Arsenal Ship." The Company's alliance was one of five alliances to
receive such an award. Current U.S. Navy plans call for a downselect to two
alliances following evaluation of submitted concepts. Ultimately, one alliance
is expected to prevail in the award of a construction contract. The members of
the Company's alliance initially designated Lockheed Martin as the prime
contractor. Although the Company's alliance was selected to develop design
concepts, there can be no assurance that it will be awarded the construction
work or other aspects of the project. The allocation of responsibilities among
members of the Company's LPD-17 alliance and the Company's Arsenal Ship
alliance is subject to future negotiation among such members, and thus there
has not been a determination of the level of work which may ultimately be
assigned to the Company if its alliances are awarded these projects.
As part of its expansion strategy, the Company has also been pursuing orders
for commercial ships. It has also submitted bids on the fast frigate (FF-21)
military ships to the United Arab Emirates and Kuwait, and is in the process
of developing bids for the Philippines and Norway. With respect to the
commercial nuclear market, the Company is preparing to bid (also with others
in an alliance) on several U.S. Department of Energy site management
contracts. Competition for these contracts and projects is intense and there
can be no assurance that the Company will be successful with its initiatives
in these areas.
With a substantial portion of the Company's current firm backlog scheduled
for completion in 1998 and 2002, the failure of the Company to receive the
contract for the construction of the CVN-77 on a timely basis and other
significant naval work would have a material adverse affect on the Company's
financial condition and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business."
PROFIT RECOGNITION; GOVERNMENT CONTRACTING
Similar to other companies principally engaged in long-term construction
projects, the Company recognizes profits under the percentage of completion
method of accounting, with profit recognition commencing when progress under
the contract is sufficient to estimate final results with reasonable accuracy,
and loss recognition
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commencing immediately upon identification of such loss without regard to
percentage of completion. Because contract profit recognition is dependent
upon reliable estimates of the costs to complete the contract, profits
recognized upon completion of the contract may be significantly less than
anticipated, or the Company may incur a loss with respect to the contract, if
it proves necessary to revise cost estimates.
Moreover, the Company's principal U.S. Government business is currently
being performed under fixed price ("FP"), fixed price plus incentive fee
("FPIF"), cost plus incentive fee ("CPIF"), and cost plus fixed fee ("CPFF")
contracts. The risk to the Company of not being reimbursed for its costs
varies with the type of contract. Under FP contracts, the contractor retains
all costs savings on completed contracts but is liable for the full amount of
all expenditures in excess of the contract price. FPIF contracts, on the other
hand, provide for cost sharing between the U.S. Government and the contractor.
The contractor's fee is increased or decreased according to a formula set
forth in the contract which generally compares the amount of costs incurred to
the contract target cost. The Government is liable for all allowable costs up
to a ceiling price. However, the contractor is responsible for all costs
incurred in excess of such contract ceiling price. In addition, FPIF contracts
generally provide for the U.S. Government to pay escalation based on published
indices relating to the shipbuilding industry in order to shift the primary
risk of inflation to the Government. Under both CPIF and CPFF contracts,
generally the contractor is only required to perform the contract to the
extent the Government makes funds available. Under the former, the
contractor's profit is determined by a contractually specified formula which
essentially compares allowable incurred costs to the contract target cost.
Under the latter, with few exceptions, the fee is the same without regard to
the amount of cost incurred.
The Company currently constructs aircraft carriers pursuant to FPIF
contracts but it performs work for the U.S. Government under all of the types
of contracts described above. For example, most of its contracts for ship
design are of the cost type and some of its ship repair contracts are of the
fixed price type.
The costs of performing all such types of contracts include those for labor,
material and overhead. Therefore, unanticipated increases in any such costs as
well as delays in product delivery, poor workmanship requiring correction, and
all other factors which affect the cost of performing contracts, many of which
are long term in nature, affect the profitability of most contracts held or
anticipated by the Company.
In certain circumstances, the Company may submit Requests for Equitable
Adjustment ("REAs") to the U.S. Navy seeking adjustments to contract prices to
compensate the Company when it incurs costs for which it believes the U.S.
Government is responsible. For example, in June, 1996, the Company settled
REAs relating to U.S. Government initiated changes in the requirements for
renovating the container "roll-on, roll-off" heavy armored vehicle Sealift
transportation ships. As part of the settlement, the Sealift contract was
converted from a fixed price incentive contract to a fixed price contract and
the contract price was increased. See Note 13 to the Combined Financial
Statements of the Company. Although the Company pursues REAs and all other
contractual disputes vigorously, there is no assurance that the U.S. Navy will
resolve the REAs or any of these disputes in a manner favorable to the
Company. Under U.S. Government regulations, certain costs, including certain
financing costs and marketing expenses, are not allowable contract costs.
These costs can be substantial. The Government also regulates the methods by
which all costs, including overhead, are allocated to government contracts.
In cases where there are multiple suppliers, contracts for the construction
and conversion of U.S. Navy ships and submarines are subject to competitive
bidding. As a safeguard to anti-competitive bidding practices, the U.S. Navy
sometimes employs the concept of "cost realism," which requires that each
bidder submit information on pricing, estimated costs of completion and
anticipated profit margins. The U.S. Navy uses this and other data to
determine an estimated cost for each bidder. The U.S. Navy then re-evaluates
the bids by using the higher of the bidder's and the U.S. Navy's cost
estimates.
The U.S. Government has the right to suspend or debar a contractor from
government contracting for violations of certain statutes or government
procurement regulations. See "--Government Claims and Investigations." The
U.S. Government may also unilaterally terminate contracts at its convenience
with compensation for work completed.
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COMPETITION AND REGULATION
In the Company's opinion, programs currently planned by the U.S. Navy over
the next several years will not be sufficient to support all the U.S.
shipyards presently engaged in ship construction. The reduced level of
shipbuilding activity by the U.S. Navy during the past decade has resulted in
significant workforce reductions in the industry, but almost no other
significant consolidation. The general result has been fewer contracts awarded
to the same fixed number of large shipyards. The Company believes it currently
is (i) the only shipyard capable of building the Navy's nuclear-powered
aircraft carriers, (ii) the only non-government-owned shipyard capable of
refueling and overhauling the Navy's nuclear-powered aircraft carriers and
(iii) one of only two U.S. shipyards capable of building nuclear-powered
submarines. However, with respect to the market for U.S. military contracts
for other types of vessels, there are principally five major private U.S.
shipyards, including the Company, that compete for contracts to construct,
overhaul or convert other types of surface combatant vessels. Competition for
these vessels, including the LPD-17 and the Arsenal Ship, is extremely
intense. Additionally the Company's products, such as aircraft carriers,
submarines and other ships, compete with each other for defense monies.
With respect to the domestic commercial shipbuilding market, currently the
Jones Act requires that all vessels transporting products between U.S. ports
be constructed by U.S. shipyards. There are approximately 16 private U.S.
shipyards that can accommodate the construction of vessels up to 400 feet in
length, five of which the Company considers to be its direct competitors for
commercial contracts. Potential competitors include Alabama Shipyard, Inc.,
Avondale Industries, Inc. ("Avondale"), National Steel, Ingalls Shipbuilding
and Trinity Industries, Inc. Although the commercial market is growing, a
current overcapacity of suppliers has favored buyers and hindered the
profitability of shipyards. With respect to the international commercial
shipbuilding market, the Company competes with numerous shipyards in several
countries. Overseas firms control almost all of the international commercial
shipbuilding market. In 1995, Japanese, South Korean and European yards each
controlled approximately 30% of this market. Chinese firms held approximately
four percent and the shipyards in the remaining countries held the remaining
six percent. Many foreign shipyards are heavily subsidized by their
governments, and a number of overseas shipyards presently construct ships at a
cost and over a period which is substantially less than the cost and period
applicable to the Company. Although there can be no guarantees, the Company
has undertaken major initiatives to reduce its cost structure and cycle times
for product development and ship delivery in an effort to develop commercial
business. To date the Company has experienced substantial losses in connection
with its first major commercial construction contracts. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Business Outlook" and "Business--Construction--Commercial." While the
percentage of the Company's total business for commercial shipbuilding could
increase, the U.S. Navy has historically been and for the foreseeable future
is expected to continue to be the Company's primary customer. See "Business."
The termination of the U.S. construction-differential subsidy program in
1981 significantly curtailed the ability of U.S. shipyards to compete
successfully for international commercial shipbuilding contracts with foreign
shipyards. Currently, the Company's future commercial shipbuilding
opportunities are dependent in part on certain U.S. laws and regulations,
including (i) the Jones Act, which, as noted above, currently requires that
all vessels transporting products between U.S. ports be constructed by U.S.
shipyards, (ii) the Oil Pollution Act of 1990, which beginning January 1,
1995, requires the phased-in transition of single-hulled tankers and product
carriers to double-hulled vessels by 2015 and (iii) the 1993 amendments to the
loan guarantee program under Title XI of the Merchant Marine Act of 1936,
which permit the U.S. Government to guarantee loan obligations of foreign
vessel owners for foreign-flagged vessels built in U.S. shipyards. In
connection with U.S. efforts to implement a 1994 multilateral agreement
designed in part to eliminate foreign government subsidies to overseas
commercial shipbuilders, Congress is currently considering legislation that
would eliminate the competitive advantage afforded to U.S. shipyards under the
1993 amendments to the Title XI loan guarantee program. In addition,
legislative bills seeking to rescind or substantially modify the provisions of
the Jones Act mandating the use of U.S.-built ships for coastwide trade are
introduced from time to time, and are expected to be introduced in the future.
Changes in these laws could have a material adverse effect on the Company's
financial condition and results of operations. See "Business."
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The Company faces competition in the engineering, planning and design market
from other companies which provide lower cost engineering support services and
are located closer to the Washington D.C. area. The Company has established a
new Carrier Innovation Center for the development of the Navy's next
generation of aircraft carriers. The Company believes the Carrier Innovation
Center will offset the geographic and cost advantage of its competitors. There
can be no assurance, however, that the Company will be the successful bidder
on future U.S. Navy engineering work, including new aircraft carrier research
and development funding.
The Company is also directly dependent upon allocation of defense monies to
the U.S. Navy. In addition to competition from other shipyards, the Company
competes with firms providing other defense products and services, such as
tanks and aircraft, to other branches of the armed forces, and with other,
non-defense demands on the U.S. budget.
SUBSTANTIAL LEVERAGE
The Company has historically relied upon Tenneco for working capital
requirements on a short-term basis and for other financial support functions.
After the Shipbuilding Distribution, the Company will not be able to rely on
the earnings, assets or cash flow of Tenneco and the Company will be
responsible for paying dividends, servicing its own debt and obtaining and
maintaining sufficient working capital. The Company will have substantial new
indebtedness upon the consummation of the Offering. The Company's debt upon
consummation of the Transaction will include (on a pro forma basis at June 30,
1996): (i) the Notes in the aggregate amount of $400 million, and (ii) secured
borrowings of $214 million (on a pro forma basis) under the Senior Credit
Facility. As of June 30, 1996, on a pro forma basis after giving effect to the
Transaction, the Company would have had outstanding $614 million of total
indebtedness and stockholders' equity of $194 million, with an additional $201
million available for borrowing under the Senior Credit Facility, consisting
of $111 million for advances and letters of credit and $90 million for standby
letters of credit.
The degree to which the Company will be leveraged following the Transaction
could have important consequences to holders of the NNS Common Stock,
including the following: (i) the Company's ability to pay dividends and obtain
financing in the future for working capital, capital expenditures and general
corporate purposes may be impaired; (ii) a substantial portion of the
Company's cash flow from operations must be dedicated to the payment of
principal and interest on its indebtedness; and (iii) the high degree of
leverage may limit the Company's ability to react to changes in the industry,
make the Company more vulnerable to economic downturns and limit its ability
to withstand competitive pressures.
The Company's ability to pay dividends on the NNS Common Stock and service
its debt obligations will depend upon its future operating performance, which
will be affected by prevailing economic conditions and financial and business
factors, many of which are beyond the Company's control. If the Company cannot
generate sufficient cash flow from operations to meet its obligations, then
the Company's ability to pay dividends will be impaired and it may be required
to attempt to restructure or refinance its debt, raise additional capital or
take other actions such as selling assets or reducing or delaying capital
expenditures. There can be no assurance, however, that any of such actions
could be effected on satisfactory terms, if at all, or would be permitted by
the terms of the Senior Credit Facility, the trust indentures governing the
Notes (the "Indentures") or the Company's other credit and contractual
arrangements.
The Senior Credit Facility and the Indentures governing the Notes will
contain restrictive covenants that, among other things, limit the Company's
ability to pay dividends on the NNS Common Stock, incur additional
indebtedness, create liens and make investments and capital expenditures. The
Senior Credit Facility will require the Company to comply with certain
financial ratios and tests, under which the Company is required to achieve
certain financial and operating results. The Company's ability to meet these
financial ratios and tests may be affected by events beyond its control, and
there can be no assurance that they will be met. In the event of a default
under the Senior Credit Facility, the lenders thereunder may terminate their
lending commitments and declare the indebtedness immediately due and payable,
resulting in a default under the Notes. There can be no assurance that the
Company would have sufficient assets to pay indebtedness then outstanding
thereunder and under the Notes.
31
<PAGE>
POTENTIAL LIABILITIES DUE TO FRAUDULENT TRANSFER CONSIDERATIONS AND LEGAL
DIVIDEND REQUIREMENTS
The Transaction, including the Shipbuilding Distribution, is subject to
review under various state and federal fraudulent conveyance laws. Under these
laws, if a court in a lawsuit by an unpaid creditor or a representative of
creditors (including a trustee or debtor-in-possession in a bankruptcy by
Tenneco, NNS or any of their subsidiaries) were to determine that Tenneco did
not receive fair consideration or reasonably equivalent value for distributing
the NNS Common Stock or taking other action as part of the Transaction, or NNS
did not receive fair consideration or reasonably equivalent value for making
the distribution to Tenneco, incurring indebtedness, including the Notes and
the Senior Credit Facility, transferring assets or taking other action as part
of the Transaction and, at the time of such action, Tenneco or NNS (i) was
insolvent or would be rendered insolvent, (ii) had reasonably small capital
with which to carry on its business and all business in which it intended to
engage, or (iii) intended to incur, or believed it would incur, debts beyond
its ability to repay such debts as they would mature, then such court could
order the holders of the NNS Common Stock to return the value of the stock and
any dividends paid thereon, bar future dividend and redemption payments on the
stock, and invalidate, in whole or in part, the Transaction, as a fraudulent
conveyance.
The measure of insolvency for purposes of the fraudulent conveyance laws
will vary depending on which jurisdiction's law is applied. Generally,
however, an entity would be considered insolvent if the present fair saleable
value of its assets is less than (i) the amount of its liabilities (including
contingent liabilities), or (ii) the amount that will be required to pay its
probable liabilities on its existing debts as they become absolute and mature.
No assurance can be given as to what standard a court would apply in
determining insolvency or that a court would not determine that Tenneco or NNS
was "insolvent" at the time of or after giving effect to the Transaction,
including the distribution of the NNS Common Stock.
NNS' payment of the dividend to Tenneco and dividends to the holders of NNS
Common Stock is also subject to review under state corporate distribution
statutes. Under the General Corporation Law of the State of Delaware (the
"DGCL"), a corporation may only pay dividends to its stockholders either (i)
out of its surplus (net assets minus capital), or (ii) if there is no such
surplus, out of its net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. Although NNS intends to make the
distribution to Tenneco and pay dividends to the holders of the NNS Common
Stock entirely from surplus, no assurance can be given that a court will not
later determine that some or all of the distribution to Tenneco or a dividend
to the holders of the NNS Common Stock was unlawful.
Prior to the Shipbuilding Distribution, the Tenneco Board expects to obtain
an opinion regarding the solvency of Tenneco and NNS and the permissibility of
the Shipbuilding Distribution and the dividend to be paid by NNS to Tenneco
under Section 170 of the DGCL. The Tenneco Board and management believe that,
in accordance with this opinion which is expected to be rendered in connection
with the Shipbuilding Distribution and the dividend to be paid by NNS to
Tenneco, (i) Tenneco and NNS each will be solvent at the time of the
Transaction (including after the payment of such dividend and the Shipbuilding
Distribution), will be able to repay its debts as they mature following the
Transaction and will have sufficient capital to carry on its businesses and
(ii) the Shipbuilding Distribution and such dividend will be made entirely out
of surplus in accordance with Section 170 of the DGCL. There is no certainty,
however, that a court would find this solvency opinion to be binding on
creditors of Tenneco or NNS or that a court would reach the same conclusions
set forth in such opinion in determining Tenneco or NNS was insolvent at the
time of, or after giving effect to, the Transaction, or whether lawful funds
were available for the Shipbuilding Distribution and the distribution to
Tenneco.
Pursuant to the Distribution Agreement, from and after the Distributions,
each of Tenneco, the Company and New Tenneco will be responsible for the
debts, liabilities and other obligations related to the business or businesses
which it owns and operates following the consummation of the Transaction.
Although the Company does not expect to be liable for any such obligations not
expressly assumed by it pursuant to the Distribution Agreement, it is possible
that a court would disregard the allocation agreed to among the parties, and
require the Company to assume responsibility for obligations allocated to
Tenneco or New Tenneco (for example, tax and/or environmental liabilities),
particularly if one of such other parties were to refuse or were to be unable
to pay or
32
<PAGE>
perform the subject allocated obligations. See "The Shipbuilding
Distribution--Relationships Among Tenneco, the Company and New Tenneco After
the Distributions."
GOVERNMENT CLAIMS AND INVESTIGATIONS
More than 90% of the Company's sales involve contracts entered into with the
U.S. Government. These contracts are subject to possible termination for the
convenience of the U.S. Government, to audit and to possible adjustments
affecting both cost-type and fixed price type contracts. Like many government
contractors, the Company has received audit reports which recommend that
certain contract prices be reduced, or costs allocated to government contracts
be disallowed, to comply with various government regulations. Some of these
audit reports involve substantial amounts. The Company has made adjustments to
its contract prices and the costs allocated to government contracts in those
cases it believes such adjustments are appropriate. In addition, various
governmental agencies may at any time be conducting various other
investigations. Management is of the opinion that the ultimate resolution of
these matters will not have a material adverse effect on the Company's
financial condition or results of operations. In May 1996, the Company was
subpoenaed by the Inspector General of the Department of Defense as part of a
joint inquiry conducted by the Department of Defense, the Department of
Justice, the U.S. Attorney's Office for the Eastern District of Virginia and
the Naval Criminal Investigation Service. See "Business--Investigations and
Legal Proceedings" and Note 13 of the Combined Financial Statements.
POTENTIAL FEDERAL INCOME TAX LIABILITIES
The Shipbuilding Distribution is conditioned upon the receipt of a favorable
ruling from the IRS to the effect, among other things, that the Shipbuilding
Distribution will qualify as a tax-free distribution under Section 355 of the
Code. See "The Shipbuilding Distribution--Certain Federal Income Tax Aspects
of the Shipbuilding Distribution." Such a ruling, while generally binding upon
the IRS, is based upon certain factual representations and assumptions. If any
such factual representations and assumptions were incomplete or untrue in a
material respect, or the facts upon which such ruling was based are materially
different from the facts at the time of the Distributions, the IRS could
modify or revoke such ruling retroactively. Tenneco is not aware of any facts
or circumstances which would cause any of such representations and assumptions
to be incomplete or untrue. The Company, Tenneco, New Tenneco and El Paso have
each agreed to certain covenants on its future actions to provide further
assurances that the Shipbuilding Distribution will be tax-free for federal
income tax purposes. See "The Shipbuilding Distribution--Relationships among
Tenneco, the Company and New Tenneco After the Distributions."
If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then in general a corporate level federal income tax
would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Code Section
355) would be based upon the gain (computed as the difference between the fair
market value of the stock distributed and the distributing corporation's
adjusted basis in such stock) realized by each of the distributing
corporations upon its distribution of the stock of one or more controlled
corporations to its stockholders in the Transaction. In this regard, the
failure of the Merger to qualify as a reorganization within the meaning of
Code Section 368(a)(1)(B) could cause the Shipbuilding Distribution to be
taxable to Tenneco and its stockholders. The corporate level federal income
tax would be payable by Tenneco. Under certain limited circumstances, however,
the Company has agreed to indemnify Tenneco for a defined portion of such tax
liabilities. See "The Shipbuilding Distribution--Relationships Among Tenneco,
the Company and New Tenneco After the Distributions--Terms of the Ancillary
Agreements--Tax Sharing Agreement." In addition, under IRS regulations, each
member of the consolidated group (including the Company) is severally liable
for such tax liability.
Furthermore, if the Shipbuilding Distribution were not to qualify as a tax-
free distribution under Section 355 of the Code, then each holder of Tenneco
Common Stock who receives shares of NNS Common Stock and
33
<PAGE>
New Tenneco Common Stock in the Distributions would be treated as if such
stockholder received a taxable distribution in an amount equal to the fair
market value of NNS Common Stock and New Tenneco Common Stock received, which
would result in: (i) a dividend to the extent paid out of Tenneco's current
and accumulated earnings and profits; then (ii) a reduction in such
stockholder's basis in Tenneco Common Stock to the extent the amount received
exceeds the amount referenced in clause (i); and then (iii) gain from the sale
or exchange of Tenneco Common Stock to the extent the amount received exceeds
the sum of the amounts referenced in clauses (i) and (ii). See "The
Shipbuilding Distribution--Certain Federal Income Tax Aspects of the
Shipbuilding Distribution."
NO CURRENT PUBLIC MARKET FOR NNS COMMON STOCK
There is not currently a public market for NNS Common Stock, although a
"when issued" market is expected to develop prior to the Distribution Date.
There can be no assurance as to the prices at which trading in NNS Common
Stock will occur after the Shipbuilding Distribution. Until NNS Common Stock
is fully distributed and an orderly market develops, the prices at which
trading in such stock occurs may fluctuate significantly. On , 1996, the
NYSE approved the listing of NNS Common Stock upon notice of issuance. See
"The Shipbuilding Distribution--Trading of NNS Common Stock."
UNCERTAINTY REGARDING TRADING PRICES OF STOCK FOLLOWING THE TRANSACTION
Upon consummation of the Transaction, (i) in connection with the Merger, the
then outstanding shares of Tenneco Common Stock will be cancelled and holders
of Tenneco Common Stock will receive shares of El Paso Common Stock and, under
certain circumstances, El Paso Preferred Depositary Shares and (ii) in
connection with the Distributions, New Tenneco Common Stock and NNS Common
Stock. Tenneco Common Stock is currently listed and traded, and following the
Distributions, New Tenneco Common Stock is expected to be listed and traded,
on the New York, Chicago, Pacific and London Stock Exchanges. El Paso Common
Stock, El Paso Preferred Depositary Shares, if any, and NNS Common Stock will
be listed and traded on the NYSE. There can be no assurance that the combined
market value/trading prices of (i) El Paso Common Stock and any El Paso
Preferred Depositary Shares, (ii) New Tenneco Common Stock and (iii) NNS
Common Stock (plus any cash received in lieu of fractional shares or any
fractional El Paso Preferred Depositary Shares) received in respect of shares
of Tenneco Common Stock pursuant to the Transaction will be equal to or
greater than the market value/trading prices of shares of Tenneco Common Stock
immediately prior to the Transaction. See "The Shipbuilding Distribution--
Trading of NNS Common Stock."
UNCERTAINTY REGARDING FUTURE DIVIDENDS
NNS' dividend policy will be established by the NNS Board from time to time
based on the results of operations and financial condition of the Company and
such other business considerations as the NNS Board considers relevant.
Additionally, NNS and certain of its subsidiaries are subject to certain
restrictions on the payment of dividends pursuant to its financing and similar
arrangements. There can be no assurance that the combined annual dividends on
El Paso Common Stock and any El Paso Preferred Depositary Shares, New Tenneco
Common Stock and NNS Common Stock after the Transaction will be equal to the
annual dividends on Tenneco Common Stock prior to the Transaction (and it is
unlikely that the dividends would be greater than the annual dividends on
Tenneco Common Stock prior to the Transaction). For certain restrictions on
payment of dividends, see "Financing."
COLLECTIVE BARGAINING AGREEMENTS
The Company has entered into four collective bargaining agreements covering
all of the Company's approximately 10,780 hourly employees. The agreement with
the United Steelworkers of America covers approximately 10,520 employees and
expires April 4, 1999. The agreement with the United Plant Guard Workers of
America and its Amalgamated Local No. 451 covers approximately 100 employees
and expires February 11, 2001. The agreement with the International
Association of Fire Fighters, Local I-45 covers approximately 30 employees and
expires September 24, 2000. The Idaho General President's Project Maintenance
Agreement (a
34
<PAGE>
master agreement with approximately twelve craft unions) covers approximately
130 employees of Newport News Reactor Services, Inc., a subsidiary of Newport
News, working in Idaho. This agreement expires upon completion of the project.
Although the Company believes that its relationships with these unions are
good, there can be no assurance that the Company will not experience labor
disruptions associated with these collective bargaining agreements. See
"Business."
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local environmental
laws and regulations that impose limitations on the discharge of pollutants
into the environment and establish standards for the transportation, storage
and disposal of toxic and hazardous wastes. Stringent fines and penalties may
be imposed for non-compliance and certain environmental laws impose joint and
several "strict liability" for remediation of spills and releases of oil and
hazardous substances rendering a person liable for environmental damage,
without regard to negligence or fault on the part of such person. Such laws
and regulations may expose the Company to liability for the conduct of or
conditions caused by others, including, without limitation, Tenneco and New
Tenneco, or for acts of the Company which are or were in compliance with all
applicable laws at the time such acts were performed.
The nature of shipbuilding operations requires the use of hazardous
materials. The Company's shipyard also generates significant quantities of
wastewater which it treats before discharging pursuant to various permits. In
order to handle these materials, the shipyard has an extensive network of
above-ground and underground storage tanks, some of which have leaked and
required remediation in the past. In addition, the extensive handling of these
materials sometimes results in spills on the shipyard and occasionally in the
adjacent James River. The shipyard also has extensive waste handling programs
which it maintains and, periodically, must close in accordance with applicable
regulations. The cumulative cost of these normal operations are not expected
to have a material adverse effect on the Company's financial condition or
results of operations. See "Business--Health, Safety and Environmental."
CERTAIN ANTITAKEOVER FEATURES
Upon consummation of the Shipbuilding Distribution, certain provisions of
the NNS' Restated Certificate of Incorporation (the "Certificate") and its
Amended and Restated By-laws ("By-laws") (both the Certificate and the By-laws
will be adopted prior to the Distribution Date), along with the Company's
stockholder rights plan and Delaware statutory law, could discourage potential
acquisition proposals and could delay or prevent a change in control of the
Company. Such provisions could diminish the opportunities for a stockholder to
participate in tender offers, including tender offers at a price above the
then current market value of NNS Common Stock. Such provisions may also
inhibit fluctuations in the market price of NNS Common Stock that could result
from takeover attempts. The provisions could also have the effect of making it
more difficult for third parties to cause the immediate removal and
replacement of the members of the then current NNS Board or the then current
management of NNS without the concurrence of the NNS Board. See "Antitakeover
Effects of Certain Provisions."
35
<PAGE>
FINANCING
In connection with the Transaction and to provide for working capital needs,
NNS intends to (i) issue Notes in the amount of $400 million and (ii) enter
into the $415 million secured Senior Credit Facility comprised of the $200
million six-year amortizing Term Loan and the $215 million six-year Revolving
Credit Facility, of which $125 million may be used for advances and letters of
credit and $90 million may be used for standby letters of credit.
The Company expects to utilize the proceeds of the Notes and Term Loan and
borrowings of $14 million under the Revolving Credit Facility to distribute
(i) $600 million as a dividend to Tenneco or one or more of its subsidiaries
for use in retiring certain Tenneco Consolidated Debt and (ii) $14 million in
payment of certain fees and expenses incurred in connection with the Senior
Credit Facility and the Notes.
The Term Loan will amortize in 24 quarterly installments, commencing March
31, 1997, with an annual aggregate payment amount of $27.5 million in each of
1997 through 2001, and $62.5 million in 2002. Borrowings under the Senior
Credit Facility will be secured by perfected liens on substantially all of the
Company's assets. After January 1, 1998, the security interest in the
collateral will be released if the Company meets certain specific financial
and other conditions.
Interest on borrowings under the Senior Credit Facility accrues at a
floating rate based on either LIBOR or a base rate. The Senior Credit Facility
will contain customary representations and warranties and financial and other
standard covenants, including minimum net worth, total debt to EBITDA and
EBITDA less capital expenditures to interest expense. The Senior Credit
Facility will also provide for limitations on debt and dividend levels and
specify mandatory prepayments (with certain agreed-upon exceptions), including
100% of the net proceeds from debt issuance, 50% of the net proceeds from
equity issuance and 100% of the net proceeds from asset sales.
The Notes will consist of $200 million of Senior Notes due 2006 and $200
million of Senior Subordinated Notes due 2006. Interest on the Notes is
payable semiannually on and , commencing , 1997. The Notes will
be redeemable at the option of NNS, in whole or in part at any time on or
after , 2001. The Notes will also be redeemable on or prior to under
certain circumstances. The Senior Credit Facility places restrictions, subject
to certain exceptions, upon the right of NNS to declare and pay dividends and
make certain similar or related kinds of payments, including a cap of (i)
$10,000,000 plus (ii) 10% of consolidated net income (or minus 100% of
consolidated net loss) calculated for the period from the closing date under
the Senior Credit Facility through the end of the most recent fiscal quarter
for NNS and its subsidiaries (which for purposes of this calculation is
treated as a single accounting period). [The indentures for the Notes, subject
to certain exceptions, generally restrict the right of NNS and its
subsidiaries to declare and pay dividends and certain similar or related kinds
of payments, to $ per fiscal quarter]. These restrictions may
materially limit the right of NNS to declare and pay dividends on the NNS
Common Stock.
36
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited historical capitalization of
the Company as of June 30, 1996, and unaudited pro forma capitalization as of
June 30, 1996, after giving effect to the Transaction described in the
"Unaudited Pro Forma Combined Financial Statements." The capitalization of the
Company should be read in conjunction with the Combined Financial Statements,
and the notes thereto, "Selected Combined Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
each contained elsewhere herein.
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------
HISTORICAL PRO FORMA
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Allocated from Tenneco............................ $ 95(a) $--
Term Loan......................................... -- 28(b)
Long-term debt:
Allocated from Tenneco............................ 282(a) --
Revolving Credit Facility......................... -- 14(c)
Term Loan......................................... -- 172
Senior Notes due 2006............................. -- 200
Senior Subordinated Notes due 2006................ -- 200
---- ----
Total debt...................................... 377 614
---- ----
Equity:
Common stock...................................... -- 1
Paid-in capital................................... -- 193
Retained earnings................................. -- --
Combined equity................................... 349 --
---- ----
Total equity.................................... 349 194
---- ----
Total capitalization................................ $726 $808
==== ====
</TABLE>
--------
(a) Represents debt allocated to the Company from Tenneco. 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. Management
believes that the historical allocation of corporate debt and
interest expense is reasonable; however, it is not necessarily
indicative of the Company's debt upon completion of the Debt
Realignment, nor debt and interest that may be incurred by the
Company as a separate public entity.
(b) Approximately $28 million of borrowings under the Term Loan will
mature within one year from the consummation of the Transaction,
and such amount is reflected as short-term debt.
(c) On a pro forma basis on June 30, 1996, $201 million of aggregate
principal amount will be unused and available for borrowing as
follows: $111 million for advances and letters of credit and $90
million for standby letters of credit.
37
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Balance Sheet of the Company as
of June 30, 1996 and Unaudited Pro Forma Combined Statements of Earnings for
the six months ended June 30, 1996 and the year ended December 31, 1995 have
been prepared to reflect the Transaction, including: (i) the issuance of $400
million aggregate principal amount of Notes; (ii) borrowings of $214 million
under the Senior Credit Facility; (iii) the cash dividend of $600 million to
be paid by the Company to Tenneco or one or more of its subsidiaries pursuant
to the Debt Realignment; (iv) the payment of $14 million of certain fees and
expenses incurred in connection with the Notes and the Senior Credit Facility;
and (v) the issuance of the NNS Common Stock pursuant to the Shipbuilding
Distribution.
The historical Combined Financial Statements reflect the financial position
and results of operations of the Shipbuilding Business whose net assets will
be transferred to the Company pursuant to the Corporate Restructuring
Transactions. The accounting for such 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 the Combined
Financial Statements.
The Unaudited Pro Forma Combined Balance Sheet has been prepared as if the
various components of the Transaction occurred on June 30, 1996; the Unaudited
Pro Forma Combined Statements of Earnings have been prepared as if the various
components of the Transaction occurred as of January 1, 1995. The Unaudited
Pro Forma Combined Financial Statements set forth on the following pages are
not necessarily indicative of the results that would have actually occurred if
the Transaction had been consummated as of June 30, 1996, or January 1, 1995,
or results which may be attained in the future.
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. The
Unaudited Pro Forma Combined Financial Statements should be read in
conjunction with the Combined Financial Statements, and notes thereto,
included elsewhere in this Information Statement.
38
<PAGE>
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(MILLIONS)
<TABLE>
<CAPTION>
COMPANY PRO FORMA PRO FORMA
ASSETS HISTORICAL ADJUSTMENTS COMBINED
------ ---------- ----------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................... $ 1 $ 4 (a) $ 5
614 (b)
(614)(d)
Contracts in process........................ 282 282
Other current assets........................ 190 190
------ ----- ------
Total current assets...................... 473 4 477
------ ----- ------
NONCURRENT ASSETS
Property, plant and equipment, net.......... 824 824
Other assets................................ 155 (9)(c) 160
14 (d)
------ ----- ------
Total noncurrent assets................... 979 5 984
------ ----- ------
$1,452 $ 9 $1,461
====== ===== ======
<CAPTION>
LIABILITIES AND EQUITY
----------------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable............................ $ 177 $ (73)(c) $ 104
Short-term debt............................. 95 28 (b) 28
(95)(e)
Other accrued liabilities................... 160 160
------ ----- ------
Total current liabilities................. 432 (140) 292
------ ----- ------
NONCURRENT LIABILITIES
Long-term debt.............................. 282 586 (b) 586
(282)(e)
Deferred income taxes....................... 140 140
Other long-term liabilities................. 249 249
------ ----- ------
Total noncurrent liabilities.............. 671 304 975
------ ----- ------
EQUITY
Common stock................................ 1 (f) 1
Paid-in capital............................. 193 (f) 193
Retained earnings........................... -- (f) --
Combined equity............................. 349 4 (a) --
64 (c)
(600)(d)
377 (e)
(194)(f)
------ ----- ------
Total equity.............................. 349 (155) 194
------ ----- ------
$1,452 $ 9 $1,461
====== ===== ======
</TABLE>
See the accompanying notes to Unaudited Pro Forma Combined Financial
Statements.
39
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENTS OF EARNINGS
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1996
-----------------------------------
COMPANY PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
---------- ----------- -----------
<S> <C> <C> <C>
Net sales.................................. $ 915 $ $ 915
Operating costs and expenses............... 834 1 (g) 835
------ ---- -----------
Operating earnings......................... 81 (1) 80
Interest expense........................... 17 (17)(e) 28
28 (g)
------ ---- -----------
Earnings before income taxes............... 64 (12) 52
Provision for income taxes................. 27 6 (e) 23
(10)(g)
------ ---- -----------
Net earnings............................... $ 37 $ (8) $ 29
====== ==== ===========
Average number of common shares
outstanding............................... 34,070,348
===========
Earnings per share......................... $ .85
===========
EBITDA(h).................................. $ 113 $ 113
====== ===========
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------
COMPANY PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
---------- ----------- -----------
<S> <C> <C> <C>
Net sales.................................. $1,756 $ $ 1,756
Operating costs and expenses............... 1,599 2 (g) 1,601
------ ---- -----------
Operating earnings......................... 157 (2) 155
Interest expense........................... 29 (29)(e) 56
56 (g)
Other (income), net........................ (3) (3)
------ ---- -----------
Earnings before income taxes............... 131 (29) 102
Provision for income taxes................. 58 10 (e) 48
(20)(g)
------ ---- -----------
Net earnings............................... $ 73 $(19) $ 54
====== ==== ===========
Average number of common shares
outstanding............................... 34,799,188
===========
Earnings per share......................... $ 1.55
===========
EBITDA(h).................................. $ 227 $ 227
====== ===========
</TABLE>
See the accompanying notes to Unaudited Pro Forma Combined Financial
Statements.
40
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) To reflect a cash contribution from Tenneco to the Company pursuant to the
Cash Realignment provisions in the Distribution Agreement covering the
Shipbuilding Distribution.
(b) To reflect $614 million in total borrowings under various credit
facilities which borrowings will consist of (i) a $200 million six-year
amortizing Term Loan with an estimated annual interest rate of 8%, (ii)
$200 million Senior Notes due 2006 with an estimated annual interest rate
of 9.25%, (iii) $200 million Senior Subordinated Notes due 2006 with an
estimated annual interest rate of 9.75%, and (iv) $14 million in
borrowings under a $215 million six-year Revolving Credit Facility, with
an estimated annual interest rate of 8% and commitment fees due on the
unused portion of the facility, for payment of certain fees and expenses
described in (d) below. Approximately $28 million of the assumed Term Loan
borrowings will mature within one year from the consummation of the
Transaction, and such amount is reflected as short-term debt in the
accompanying Pro Forma Combined Balance Sheet.
(c) To reflect the settlement or capitalization of intercompany accounts
payable with Tenneco affiliates and the transfer of certain assets prior
to the Shipbuilding Distribution pursuant to certain Corporate
Restructuring Transactions.
(d) To reflect: (i) a cash dividend of $600 million to be paid by the Company
to Tenneco or one or more of its subsidiaries, principally using
borrowings under the Senior Credit Facility and the Notes and (ii) a
payment of $14 million for certain fees and expenses in connection with
the Senior Credit Facility and Notes.
(e) To reflect the elimination of corporate debt and related interest expense
allocated by Tenneco to the Company. See the Combined Financial
Statements, and notes thereto, included elsewhere in this Information
Statement.
(f) To reflect the distribution of NNS Common Stock to holders of Tenneco
Common Stock at an exchange ratio of one share of NNS Common Stock for
five shares of Tenneco Common Stock.
(g) To reflect: (i) interest expense related to the borrowings assumed
outstanding under the Senior Credit Facility and the Notes at the assumed
annual interest rates discussed in (b), (ii) the cost of commitment fees
on the unused borrowing capacity under the Revolving Credit Facility, and
(iii) the amortization of deferred debt financing costs incurred in
connection with the Senior Credit Facility and the Notes, as well as the
related tax effects of these items at an assumed statutory rate of 35%. A
1/8% change in these assumed annual interest rates would change pro forma
annual interest expense by $0.8 million, before the effect of income
taxes.
(h) EBITDA represents earnings before cumulative effect of changes in
accounting principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon GAAP; however, the
amounts included in the EBITDA calculation are derived from amounts
included in the combined historical or pro forma Statements of Earnings.
In addition, EBITDA should not be considered as an alternative to net
income or operating income, as an indicator of the operating performance
of the Company or as an alternative to operating cash flows as a measure
of liquidity.
41
<PAGE>
COMBINED SELECTED FINANCIAL DATA
The following combined selected financial data as of December 31, 1995 and
1994 and for the years ended December 31, 1995, 1994 and 1993 were derived
from the audited Combined Financial Statements of the Company. The combined
selected financial data as of December 31, 1993, 1992 and 1991 and for the
years ended December 31, 1992 and 1991 are unaudited and were derived from the
accounting records of Tenneco. The combined selected financial data as of and
for each of the six-month periods ended June 30, 1996 and 1995 were derived
from the unaudited Combined Financial Statements of the Company. In the
opinion of the Company's management, the combined selected financial data of
the Company as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991, and as of and for the six months ended June 30,
1996 and 1995 include all adjusting entries (consisting only of normal
recurring adjustments) necessary to present fairly the information set forth
therein. The results of operations for the six months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year.
This information should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Combined Financial Statements, and notes thereto, included elsewhere in this
Information Statement.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------- --------------------------------------------------
1996(A) 1995(A) 1995(A) 1994(A) 1993(A) 1992 1991
------- ------- ------- ------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
(MILLIONS)
STATEMENTS OF EARNINGS
DATA:
Net sales.............. $ 915 $ 845 $1,756 $1,753 $1,861 $2,265 $2,216
====== ====== ====== ====== ====== ====== ======
Operating earnings..... $ 81 $ 90 $ 157 $ 201 $ 210 $ 249 $ 224
Interest expense (net
of interest
capitalized).......... 17 20 29 30 36 42 23
Other.................. -- -- (3) 1 (15)(b) -- (2)
Provision for income
taxes................. 27 29 58 75 78 64 68
------ ------ ------ ------ ------ ------ ------
Earnings before
cumulative effect of
changes in accounting
principles............ 37 41 73 95 111 143 135
Cumulative effect of
changes in accounting
principles, net of
tax................... -- -- -- (4)(c) -- (93)(c) --
------ ------ ------ ------ ------ ------ ------
Net earnings........... $ 37 $ 41 $ 73 $ 91 $ 111 $ 50 $ 135
====== ====== ====== ====== ====== ====== ======
BALANCE SHEET DATA:
Working capital........ $ 41 $ 4 $ (19) $ (75) $ (121) $ (89) $ (470)
Total assets........... 1,452 1,337 1,380 1,263 1,235 1,450 1,412
Short-term debt(d)..... 95 54 68 30 34 83 36
Long-term debt(d)...... 282 326 292 287 423 761 364
Combined equity........ 349 236 272 199 105 (173) (30)
STATEMENTS OF CASH FLOW
DATA:
Net cash provided
(used) by operating
activities............ $ (1) $ (18) $ 63 $ 182 $ 215 $ (174) $ 352
Net cash provided
(used) by investing
activities............ (45) (29) (87) (29) 21 6 (99)
Net cash provided
(used) by financing
activities............ 45 47 25 (154) (241) 181 (246)
Capital expenditures... 36 29 77 29 35 35 64
OTHER DATA:
EBITDA(e).............. $ 113 $ 123 $ 227 $ 270 $ 297 $ 323 $ 298
</TABLE>
(Continued on next page)
42
<PAGE>
(Continued from previous page)
- --------
(a) For a discussion of significant items affecting comparability of the
financial information for 1995, 1994 and 1993 and for the six months ended
June 30, 1996 and 1995, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
Information Statement.
(b) Includes a gain of $15 million related to the sale of Sperry Marine
businesses.
(c) In 1994, the Company adopted FAS No. 112. "Employers' Accounting for
Postemployment Benefits." In 1992, the Company adopted FAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
and FAS No. 109, "Accounting for Income Taxes."
(d) Historical amounts represent debt allocated to the Company from Tenneco
based on the portion of Tenneco's investment in the Company which is
deemed to be debt, generally based upon the ratio of the Company's net
assets to Tenneco's consolidated net assets plus debt. 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. Management believes that the historical allocation
of corporate debt and interest expense is reasonable; however, it is not
necessarily indicative of the Company's debt upon completion of the Debt
Realignment, nor debt and interest that may be incurred by the Company as
a separate public entity. See the Combined Financial Statements, and notes
thereto, included elsewhere in this Information Statement.
(e) EBITDA represents earnings before cumulative effect of changes in
accounting principles, income taxes, interest expense and depreciation and
amortization. EBITDA is not a calculation based upon GAAP; however, the
amounts included in the EBITDA calculation are derived from amounts
included in the Statements of Earnings. In addition, EBITDA should not be
considered as an alternative to net income or operating income, as an
indicator of the operating performance of the Company or as an alternative
to operating cash flows as a measure of liquidity.
43
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following should be read in conjunction with the Combined Selected
Financial Data and Combined Financial Statements, and notes thereto, presented
on pages F-1 to F-21. Reference is made to the "Basis of Presentation and
Description of Business" section of Note 1 to such Combined Financial
Statements for the definition of the "Company" as utilized herein.
BUSINESS OVERVIEW
Newport News Shipbuilding Inc. ("NNS") is the parent of Newport News
Shipbuilding and Dry Dock Company ("Newport News"). Newport News was acquired
by Tenneco in 1968 and since that time has represented the Shipbuilding
Business segment of Tenneco's diversified businesses. As a result of the
Shipbuilding Distribution, the Company will become a separate, publicly-held
corporation. See "The Shipbuilding Distribution" and Note 1 to the Combined
Financial Statements for further discussion.
The Company's primary business is the design, construction, repair, overhaul
and refueling of nuclear-powered aircraft carriers and submarines for the U.S.
Navy. The Company also provides ongoing maintenance for other U.S. Navy
vessels through work in overhauling, lifecycle engineering and repair. The
U.S. Navy accounted for approximately 97% and 94% of the Company's net sales
for the year ended December 31, 1995 and for the six months ended June 30,
1996, respectively. The following table summarizes the percentage of net sales
by contract type.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------- -----------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Fixed-Price-Type........................ 67% 78% 75% 75% 67%
Cost-Type............................... 33% 22% 25% 25% 33%
------- ------- ------- ------- -------
Total................................. 100% 100% 100% 100% 100%
======= ======= ======= ======= =======
</TABLE>
The Company's primary activity is constructing ships. Similar to other
companies principally engaged in long-term construction projects, the Company
recognizes profits under the percentage of completion method of accounting,
with profit recognition commencing when costs are incurred under the contract,
and loss recognition commencing immediately upon identification of such loss
without regard to percentage of completion. Because contract profit
recognition is dependent upon reliable estimates of the costs to complete the
contract, profits recognized upon completion of the contract may be
significantly less than anticipated, or the Company may incur a loss with
respect to the contract, if it proves necessary to revise cost estimates.
Moreover, the Company's principal U.S. Government business is currently being
performed under fixed-price or fixed-price incentive contracts, which wholly
or partially shift the risk of construction costs that exceed the contract
target cost to the Company. See "Risk Factors--Profit Recognition; Government
Contracting." In addition to ship construction, the Company also provides
repair and overhaul services and engineering and design services. During 1993,
the "Other" captions presented herein included the Sperry Marine business
("Sperry"), which was involved in the domestic and international design and
manufacture of advanced electronics for maritime and other applications, prior
to the sale of such business. See "--Other--Divestiture" below.
44
<PAGE>
RESULTS OF OPERATIONS -- OVERVIEW
The following tables reflect the net sales, operating earnings and margins
of the Company by activity type for the years ended December 31, 1995, 1994
and 1993 and the six months ended June 30, 1996 and 1995.
NET SALES
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
----------------------------- --------------------------------------
1996 1995 1995 1994 1993
-------------- -------------- ------------ ------------ ------------
NET % OF NET % OF NET % OF NET % OF NET % OF
SALES TOTAL SALES TOTAL SALES TOTAL SALES TOTAL SALES TOTAL
(MILLIONS) ------ ------ ------ ------ ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Construction............ $ 536 59 $ 545 65 $1,107 63 $1,144 65 $1,046 57
Repair and Overhaul..... 281 31 187 22 414 24 383 22 471 25
Engineering............. 86 9 97 11 202 11 204 12 225 12
Other................... 12 1 16 2 33 2 22 1 119 6
------ ----- ------ ----- ------ --- ------ --- ------ ---
Net sales............. $ 915 100 $ 845 100 $1,756 100 $1,753 100 $1,861 100
====== ===== ====== ===== ====== === ====== === ====== ===
</TABLE>
OPERATING EARNINGS AND MARGINS
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
--------------------------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993
------------------- ------------------- ------------------- ------------------- -------------------
OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING OPERATING
EARNINGS MARGIN % EARNINGS MARGIN % EARNINGS MARGIN % EARNINGS MARGIN % EARNINGS MARGIN %
(MILLIONS) --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Construction....... $38 7 $64 12 $ 95 9 $181 16 $135 13
Repair and
Overhaul.......... 37 13 18 10 45 11 13 3 51 11
Engineering........ 5 6 6 6 13 6 11 5 8 4
Other.............. 1 N.M. 2 N.M. 4 N.M. (4) N.M. 16 N.M.
--- ---- --- ---- ---- ---- ---- ---- ---- ----
Operating earnings. $81 9 $90 11 $157 9 $201 11 $210 11
=== ==== === ==== ==== ==== ==== ==== ==== ====
</TABLE>
- --------
N.M.=Not meaningful
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
NET SALES
Construction. The $9 million decrease in construction revenues is due to the
delivery of the aircraft carrier Stennis in late 1995 which decreased revenues
by $161 million, the continued decline in Los Angeles-class submarine
production resulting in decreased revenues of $32 million and lower levels of
revenue on the Sealift conversions in 1996 which decreased revenues by $55
million. These decreases are partially offset by a $43 million increase due to
production on Double Eagle product tankers and an increase in revenue of $112
million and $79 million on the aircraft carriers Reagan and Truman,
respectively.
Repair and Overhaul. The $94 million increase in repair and overhaul
revenues relates primarily to the aircraft carrier Eisenhower in 1996. There
was minimal aircraft carrier overhaul work performed in the first half of 1995
as a result of the delivery of the Enterprise in 1994, with the Eisenhower not
arriving until mid-1995.
Engineering. Engineering revenues decreased by $11 million as a result of
less work on the Seawolf- and Los Angeles-class submarine design programs as
the production of those submarine classes nears an end.
Other. Other revenues decreased by $4 million primarily as a result of lower
industrial products revenue.
45
<PAGE>
OPERATING EARNINGS
Construction. The $26 million decrease in operating earnings and 5% decrease
in operating margin on construction work relates to (i) the delivery of the
Stennis in late 1995 which decreased earnings by $29 million, (ii) additional
costs of $18 million associated with the Sealift conversion contract that were
not recoverable from the U.S. Government, and (iii) $26 million higher than
expected costs associated with the production of commercial product tankers.
Decreases in operating earnings for the period are partially offset by (i)
increased activity and productivity improvements on the aircraft carriers
Reagan and Truman, resulting in $28 million of additional earnings, and (ii)
the recognition of certain change orders related to previously delivered
submarines.
Repair and Overhaul. The $19 million increase in operating earnings and 3%
increase in operating margin for repair and overhaul work is a result of $14
million in work performed on the Eisenhower in 1996 and increased margins on
submarine repair and overhaul work. See "--Net Sales--Repair and Overhaul"
above.
Engineering. The decline in operating earnings for engineering is primarily
the result of less activity related to the Seawolf- and Los Angeles-class
submarine design programs.
Other. Other operating earnings were not significant to either period
presented.
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
NET SALES
Construction. The $37 million decrease in construction revenues in 1995 from
1994 is due to a $96 million decrease in submarine construction work as two of
the remaining four Los Angeles-class submarines were delivered during 1995.
The decrease in submarine work is partially offset by increased aircraft
carrier construction activity of $14 million as work on the Reagan replaced
construction of the Stennis which was delivered in the fourth quarter of 1995.
Additionally, work on the Truman continued during 1995 at a level consistent
with 1994. Increased construction activity on the Sealift conversion program
of $28 million and the commercial shipbuilding program also contributed to
offsetting the decrease in submarine construction work. The level of
construction activity on commercial work increased by $18 million during 1995
as the Company began work on the Double Eagle product tankers under contract.
Reference is made to "--Business Outlook" below for a discussion of
construction activity.
The $98 million increase in construction revenues in 1994 from 1993 is due
to several factors, some offsetting. First, there were increased production
efforts in the amount of $106 million on two aircraft carriers (Stennis and
Truman) for 1994 as the keel of the Truman was laid in November 1993. Second,
construction efforts on the Sealift conversions began late in 1993, doubling
in 1994 increasing revenues by $77 million. These increases were offset
primarily by decreased submarine construction work of $71 million with the
delivery of the USS Montpelier and USS Hampton in 1993, and the USS Charlotte
in 1994.
Repair and Overhaul. The $31 million increase in repair and overhaul
revenues in 1995 from 1994 relates primarily to the $32 million repair and
overhaul of the USS Thorn during 1995. There were additional increases of $29
million in other miscellaneous U.S. Navy repairs, partially offset by a $22
million reduction in work as the Independence cruise ship repair was completed
in 1994. Aircraft carrier overhauls and related post-shakedown repairs
remained stable with the completion of the overhaul work for the Enterprise in
1994 replaced by the overhaul work on the Eisenhower in 1995. The $88 million
decrease in repair and overhaul revenues in 1994 from 1993 is attributable to
a decrease of $113 million in aircraft carrier overhaul work on the
Enterprise, partially offset by $22 million in repair work on the Independence
cruise ship in 1994.
Engineering. Engineering revenues declined $2 million in 1995 from 1994 due
primarily to less work on the Seawolf-class submarine design program.
Engineering revenues declined $21 million in 1994 from 1993 due primarily to
$32 million less work on the Seawolf-class submarine design, offset by the
initiation of engineering planning work related to the NSSN program.
46
<PAGE>
Other. Other revenues increased $11 million in 1995 from 1994 as a result of
a variety of nonrecurring jobs for miscellaneous services. The decline in
other revenues in 1994 from 1993 is principally due to the revenues of
approximately $113 million from Sperry recorded prior to its sale in November
1993 (see "--Other--Divestiture" below), offset in part by other miscellaneous
items.
OPERATING EARNINGS
Construction. The $86 million decrease in operating earnings and 7% decrease
in operating margin on construction work in 1995 from 1994 relates to (i)
additional costs of $25 million incurred as a result of the Company's re-entry
into the highly competitive commercial shipbuilding market, (ii) $11 million
less in contributions from aircraft carrier work in 1995 as a result of
productivity gains realized and reflected in 1994, and (iii) additional costs
incurred on the Sealift conversion work which management expects to be
substantially complete in the first quarter of 1997.
The $46 million increase in operating earnings and 3% increase in operating
margin on construction work in 1994 from 1993 relates to productivity gains
realized and reflected in 1994, as well as an increase of $34 million in
overall aircraft carrier production, principally involving the Truman.
Additional gains in profitability were realized on submarine contracts
resulting from productivity gains on the Los Angeles-class program. The
productivity gains realized on both the aircraft carrier and submarine
programs reflect the decreasing operating risks as these programs mature or
near completion.
Repair and Overhaul. The $32 million increase in operating earnings and 8%
increase in operating margin for repair and overhaul work in 1995 from 1994 is
due primarily to $12 million of work performed on the USS Long Beach
deactivation in 1995 coupled with the fact the Company experienced additional
costs of $20 million on certain U.S. Navy and commercial repair jobs in 1994.
Operating earnings from carrier overhauls and related post-shakedown repairs
remained stable with the completion of the overhaul work for the Enterprise in
1994 replaced by the overhaul work on the Eisenhower during 1995. Repair and
overhaul operating earnings and operating margin decreased $38 million and 8%,
respectively, in 1994 from 1993, due primarily to a $14 million decrease in
the level of aircraft carrier overhaul work on the Enterprise and $20 million
of additional costs experienced on certain U.S. Naval and commercial repair
jobs during 1994.
Engineering. The operating earnings for engineering work have remained
relatively stable in all years presented with the exception of higher than
anticipated costs to design a propulsion plant trainer in 1993.
Other. The increase in other operating earnings in 1995 from 1994 is
primarily the result of lower expenses related to pensions and other employee
benefits not currently allocable to contracts, but which are expected to be
allocable once funded. The decrease in other operating earnings in 1994 from
1993 is primarily the result of the 1993 operating earnings of $6 million of
Sperry prior to its sale (see "--Other--Divestiture" below), a 1993 benefit of
$14 million from recovering a portion of previously recorded postretirement
benefit costs and higher 1994 expense related to pensions and other employee
benefits not currently allocable to contracts.
47
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
The following table reflects the summarized components of the Company's cash
flow for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
------------------ -------------------
1996 1995 1995 1994 1993
-------- -------- ----- ----- -----
(MILLIONS)
<S> <C> <C> <C> <C> <C>
Net cash provided (used) by operating
activities........................... $ (1) $ (18) $ 63 $ 182 $ 215
Capital expenditures.................. (36) (29) (77) (29) (35)
Other investing cash flows............ (9) -- (10) -- 56
-------- -------- ----- ----- -----
Subtotal.............................. (46) (47) (24) 153 236
Cash transfers (to) from Tenneco...... 45 47 25 (154) (241)
-------- -------- ----- ----- -----
Net cash flow after transactions with
Tenneco.............................. $ (1) $ -- $ 1 $ (1) $ (5)
======== ======== ===== ===== =====
</TABLE>
OPERATING CASH FLOWS
The $119 million decrease in net cash flow from operating activities from
1994 to 1995 is due to several factors, including lower operating earnings,
increased levels of contracts in process and a higher level of payments to
Tenneco for federal and state income taxes. The lower operating earnings is
attributable to the factors discussed in "--Results of Operations for the
Years 1995, 1994, and 1993--Operating Earnings" above. The additional costs
accumulated in contracts in process is due principally to higher levels of
costs on the Sealift conversion work and commencement of the commercial
shipbuilding projects. The higher level of income tax payments to Tenneco
during 1995 is attributable to the Company paying its allocation of 1994
income taxes from Tenneco (see "--Income Taxes" below) during 1995. The
payment of a significant portion of taxes allocated to the Company from
Tenneco has historically occurred in the year subsequent to when such taxes
are incurred and billed. Thus, the higher level of 1994 current income taxes,
due to higher 1994 pretax earnings, is reflected as a 1995 cash outflow. The
higher level of current income tax liability included in "Accounts Payable to
Tenneco" at December 31, 1994, was the principal reason that the Company was
in a working capital deficit position at that date. However, during 1995, the
Company was able to pay the December 31, 1994 current tax liability and other
current liabilities with its cash flows from operations. In addition, the
Company was in a positive working capital position at June 30, 1996.
The $33 million decrease in net cash flow from operating activities from
1993 to 1994 is principally attributable to a lower level of operating
earnings, and offsetting amounts related to higher costs in contracts in
process and lower tax payments in 1994 compared to 1993. The higher unbilled
costs in contracts in process inventory was principally due to the continuing
progression of the Sealift conversion work, which began in late 1993, and the
repair work related to the Independence cruise ship, which began in 1994. The
low tax payments in 1994 compared to 1993 is attributable to a large state tax
payment made in 1993 to Tenneco and lower federal tax payments in 1994
compared to 1993.
The $17 million increase in comparative cash flows from operating activities
for the six month periods ended June 30, 1996 and 1995 is due to several
factors, some offsetting. These factors include less contracts in process
build-up and a lower level of payments to Tenneco, offset by increased levels
of accounts receivable and lower operating earnings. The lower contracts in
process build-up coupled with the increase of accounts receivable is
essentially offsetting and is a result of normal timing differences in the
submission of billings, as well as the settlement and billing of a request for
equitable adjustment in 1996. The lower level of payments to Tenneco in 1996
is due to the higher payments for taxes in 1995 as described above.
Significant changes in accounts receivable, inventory, trade accounts
payable and other accrued liabilities not described above relate to normal
timing differences in the billing cycle, receipt and use of inventory, and
receipt and payment of invoices.
48
<PAGE>
CAPITAL EXPENDITURES
Capital expenditures increased to $77 million in 1995 from $29 million in
1994 due to the initiation of a strategic capital improvement program. The
capital improvement program consists principally of three separate projects:
(i) the development of a state-of-the-art automated steel cutting and
fabrication facility; (ii) the extension of a dry dock facility; and (iii) the
construction of the Carrier Refueling Complex. The automated steel cutting and
fabrication facility should directly support the Company's goals of reducing
the manufacturing cycle time on ship construction projects and reducing the
production cost structure. Portions of this facility are currently functional
and the entire facility is expected to be fully functional in 1997. The
extension of the dry dock facility was completed in June 1996 and allows for
concurrent, multiple-ship construction within the same dry dock. This
improvement is expected to enable construction resources to be utilized on
multiple projects. Lastly, the Carrier Refueling Complex includes a cost-
efficient facility strategically located next to the dry docks used to
overhaul nuclear-powered ships. Management estimates that approximately $39
million and $20 million will be expended in 1996 and 1997, respectively, to
complete the three capital improvement projects which are currently in
process. The Company expects to fund its planned capital expenditures with
cash flows generated from its operations. The 1994 and 1993 capital
expenditures of $29 million and $35 million, respectively, consisted
principally of normal capital improvements and purchases required to maintain
the Company's facilities. Since 1993, the Company has invested approximately
$177 million in modernizing its facilities. The $7 million increase in capital
expenditures for the six month period ended June 30, 1996 compared to the six
month period ended June 30, 1995 is attributable to the ongoing capital
improvement program described above.
OTHER INVESTING CASH FLOWS
Other investing cash flow activities consisted of a $9.6 million investment
as partial payment towards the Company's 40% equity interest in the Abu Dhabi
Ship Building Company joint venture during 1995 (see
"--Business Outlook" below) and $56 million in cash proceeds of the total $61
million in cash proceeds from the sale of Sperry in 1993. See "--Other--
Divestiture" below. The 1996 investing activity relates to a $9 million
investment for a 49% ownership interest in a limited partnership. The Company
is obligated to complete its subscription for the 40% equity interest by
paying an additional $9.6 million to Abu Dhabi Ship Building Company on
December 17, 1996. It expects that this additional payment will be funded with
cash flow from operations in 1996.
NET CASH FLOW
The Company's excess net cash flows from operating and investing activities
have historically been used by its parent to meet other Tenneco obligations.
During 1995, the Company received, on a net basis, $25 million from its
parent, primarily to cover costs of the capital improvement program discussed
above. Management of the Company believes that cash flows from operations will
generally be sufficient to meet its future capital requirements. However,
depending on market and other conditions, the Company may also utilize
external sources of capital to meet specific funding requirements. See "--
Capital Requirements and Resources--Sources of Capital Subsequent to the
Shipbuilding Distribution."
CAPITAL REQUIREMENTS AND RESOURCES
Requirements and Commitments. The Company's Shipbuilding Business requires
that adequate working capital be available at all times. Since an appreciable
portion of the Company's work is "negotiated" or in the form of "extras," the
price of the work must be negotiated, sometimes over a long period of time.
During this period of negotiation, the expended funds are not available for
other current work. Further, while construction and conversion contracts
provide for progress payments, they generally require extensive investment in
work in progress principally because of contract progress payment retentions.
Retainages, generally due upon completion or acceptance of the contracted
work, amounted to $64 million as of June 30, 1996. If the Company is the
successful bidder for the first LPD-17 contract, in order to satisfy the terms
of the contract, it will be required to make capital investments to provide
for, among others, the enhancement of its computer-aided design capabilities
49
<PAGE>
and installation of sophisticated computer-based data systems, which are
necessary for completing the LPD-17, a substantial portion of which
expenditures are expected to be reimbursed by the Navy.
In addition, the Company estimates that expenditures aggregating
approximately $90 million will be required after December 31, 1995, to
complete facilities and projects authorized at such date, and substantial
commitments have been made in connection therewith. Based on current
conditions, the Company also believes it will be required to make significant
tax payments in 1998 upon completion of the Stennis-Truman aircraft carrier
contract with the delivery of the Truman, which payments could be as high as
$124 million.
Sources of Capital Subsequent to the Shipbuilding Distribution. To provide
for working capital needs, the Company intends to enter into a $215 million
six-year Revolving Credit Facility as part of the secured Senior Credit
Facility, of which $125 million may be used for advances and letters of credit
and $90 million may be used for standby letters of credit. The Company expects
to utilize the borrowings of $14 million under the Revolving Credit Facility
to pay certain fees and expenses incurred in connection with the Notes and the
Senior Credit Facility. See "Risk Factors--Substantial Leverage" and "The
Shipbuilding Distribution--Debt and Cash Realignment."
Management believes that capital requirements after the Shipbuilding
Distribution and as described above for overall operations, capital
expenditures, payment of dividends, taxes and debt service can be met by
existing cash, internally generated funds and the Revolving Credit Facility
described above.
DEBT AND INTEREST ALLOCATION
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 centrally manage
various cash functions. Consequently, corporate debt of Tenneco and its
related interest expense has been allocated to the Company based on the
portion of Tenneco's investment in the Company which is deemed to be debt,
generally based upon the ratio of the Company'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 7.7%,
8.3% and 7.4% for 1995, 1994, and 1993, respectively. Total pre-tax interest
expense allocated to the Company in 1995, 1994 and 1993 was $28 million, $26
million and $34 million, respectively. The Company 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 the
Company for financial reporting on a historical basis, the Company 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 the
Company's combined equity. Although management believes that the historical
allocation of corporate debt and interest is reasonable, it is not necessarily
indicative of the Company's debt upon completion of the Debt Realignment nor
debt and interest that will be incurred by the Company as a separate public
entity. Further, management believes that the Company's interest rate and,
therefore, interest expense as a separate entity will be higher initially.
INCOME TAXES
The Company and Tenneco, together with certain of their respective
subsidiaries which are owned 80% or more, have historically entered into an
agreement to file a consolidated U.S. federal income tax return. Additionally,
the Company has historically filed consolidated income tax returns with other
Tenneco businesses for applicable state and foreign jurisdictions. The income
tax amounts reflected in the Combined Financial Statements under the
provisions of these tax sharing arrangements are not materially different from
the income taxes which would have been provided had the Company filed separate
tax returns. Income tax payments to Tenneco were higher in 1995 compared to
1994. See "--Liquidity and Capital Resources--Operating Cash Flows" above.
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The effective tax rate for 1995, 1994 and 1993 was approximately 44%, 44%
and 41%, respectively. The difference between the Company's effective tax rate
in all periods compared to the U.S. federal statutory rate of 35% is
principally due to state income taxes associated with ship deliveries.
In connection with the Distributions, the current tax sharing agreement will
be cancelled and the Company will enter into a new tax sharing agreement with
Tenneco, New Tenneco and El Paso. The new 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
Distributions. Generally, the Company will be liable for taxes imposed on the
Company and its affiliates engaged in the shipbuilding business. Federal
income taxes imposed on the combined activities of the consolidated group will
be allocated among the Company, New Tenneco and Tenneco in accordance with
their respective share of consolidated taxable income.
CHANGES IN ACCOUNTING PRINCIPLES
The Company adopted Statement of Financial Accounting Standards ("FAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," in the first quarter of 1996. FAS No. 121
establishes new accounting standards for measuring the impairment of long-
lived assets. The adoption of this new standard did not have any impact on the
Company's combined financial position or results of operations.
In October 1995, the Financial Accounting Standards Board issued FAS No.
123, "Accounting for Stock-Based Compensation." This statement defines a fair
value based method of accounting for stock-based awards issued to employees
and others but also allows companies to choose to continue to measure
compensation cost for such plans as it is measured currently. The Company has
elected to continue to use the current method of accounting for stock-based
awards issued to employees. Consequently, FAS No. 123 will have no impact on
the Company's combined financial position or results of operations.
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual versus cash
basis of accounting. The Company recorded an after-tax charge of $4 million,
which was reported as a cumulative effect of change in accounting principle.
BACKLOG
The following table depicts the approximate firm backlog of the Company at
December 31, 1994 and 1995 and June 30, 1996, and the portion of the June 30,
1996 backlog which is anticipated to remain at December 31, 1996:
<TABLE>
<CAPTION>
(BILLIONS) ANTICIPATED DECEMBER 31,
---------- DECEMBER 31, JUNE 30, -------------
1996 1996 1995 1994
------------ -------- ------ ------
<S> <C> <C> <C> <C>
Construction.......................... $3.2 $3.6 $ 4.0 $ 5.2
Repair and Overhaul................... .1 .3 .3 .2
Engineering........................... .1 .2 .3 .2
---- ---- ------ ------
Total backlog....................... $3.4 $4.1 $ 4.6 $ 5.6
==== ==== ====== ======
</TABLE>
Backlog represents the total estimated remaining sales value of work under
contract. Because much of the Company's business consists of constructing
aircraft carriers, which historically have been purchased by the U.S. Navy
every four to six years, the Company's backlog has typically declined
following each carrier contract, and peaked again when the U.S. Navy orders a
new carrier. For example, the Company's backlog dropped well below $3 billion
in late 1994, then peaked at $5.6 billion with the signing of the CVN-76
(Reagan) contract later in that year. Backlog levels can change and U.S.
Government contracts can be unilaterally terminated at the
51
<PAGE>
convenience of the U.S. Government at any time with compensation for work
completed. See "Risk Factors--Reliance on Major Customer and Uncertainty of
Future Work."
More than 90% of the Company's backlog is U.S. Navy-related. The December
31, 1995 construction backlog included two Los Angeles-class submarines, two
Nimitz-class aircraft carriers (Truman and Reagan), the two ship Sealift
conversion contract, as well as contracts to construct four Double Eagle
product tankers. The majority of the June 30, 1996 backlog continued to be
U.S. Navy-related. Construction backlog at June 30, 1996 included one Los
Angeles-class submarine (Cheyenne), two Nimitz-class aircraft carriers (Truman
and Reagan), the two ship Sealift conversion contract and nine Double Eagle
product tankers. Repair and overhaul backlog at June 30, 1996 consisted of
overhauling the aircraft carrier Eisenhower, and repairs to several other
naval and commercial ships. The engineering backlog at June 30, 1996 was
consistent with that of December 31, 1995. The Company delivered its last Los
Angeles-class submarine in August, 1996. Although the Company was not awarded
construction contracts for the Seawolf-class submarine it was awarded the lead
design contract for the Seawolf submarine. Other engineering work is also
being performed related to the NSSNs and the next generation of aircraft
carrier ("CVX"). As of June 30, 1996, the Company had approximately $4.1
billion of backlog which is expected to run through 2002. See "--Business
Outlook" below.
BUSINESS OUTLOOK
The Company believes it is currently the only shipyard in the United States
capable of building nuclear-powered aircraft carriers. There are currently two
Nimitz-class carriers under construction which are scheduled to be delivered
in 1998 and 2002. Based on current U.S. Navy projections, the Company
anticipates the award in or before 2002 of a contract for the construction of
the last Nimitz-class aircraft carrier (CVN-77) for delivery in 2009. The
Company is currently performing design concept studies for the generation of
aircraft carriers to follow the Nimitz-class. The Company anticipates the
demand for a new carrier every four to six years; however, re-evaluation of
this need will continue by both the Department of Defense and the Congress.
See "Risk Factors--Reliance on Major Customer and Uncertainty of Future Work."
The final Los Angeles-class submarine was delivered on August 15, 1996. In
1987, the Company was awarded the lead design contract for the Seawolf
submarine. However, due to the end of the Cold War there was a dramatic
cutback in the Seawolf program (to three submarines), and the Company did not
construct any Seawolf submarines. Construction of the three Seawolf submarines
was awarded to Electric Boat, a competitor of the Company and wholly-owned
subsidiary of General Dynamics. More recently, directives from the U.S.
Congress call for the first four new nuclear attack submarines ("NSSNs," the
class of submarines following the Seawolf) to be equally allocated between the
Company and Electric Boat, with competition on subsequent NSSNs. The Company's
bid to be one of two suppliers for the U.S. Navy's $71 billion NSSN business
was affirmed during the first quarter of 1996 when legislation directing the
second NSSN to the Company became law. See "Risk Factors--Reliance on Major
Customer and Uncertainty of Future Work."
To broaden its base from nuclear-powered carriers and submarines, the
Company is currently marketing a number of new products and services to both
the U.S. and foreign governments and commercial customers. These products
include a new class of amphibious assault ships (LPD-17), surface combatant
ships like the "Arsenal Ship" and the Company's fast frigate (FF-21) and the
Double Eagle product tankers. Although the Company is currently pursuing
opportunities with respect to both LPD-17 and FF-21 sales, there can be no
assurance that the Company will be successful in these pursuits. See "Risk
Factors--Reliance on Major Customer and Uncertainty of Future Work." To better
position itself for international sales of these products, the Company
subscribed to purchase a 40% equity interest in the Abu Dhabi Ship Building
Company ("ADSB"), located in the United Arab Emirates in 1995. The Company is
obligated to complete its payment for its subscription in 1996. See
"--Liquidity and Capital Resources--Other Investing Cash Flows." ADSB is
currently renovating an existing shipyard and designing a new shipyard which
it plans to construct to replace the existing one. Each is intended to service
shipbuilding and repair demands of the United Arab Emirates military and
regional maritime fleets. The Company believes that its interest in ADSB will
provide the Company with a presence in the heavily navigated Persian Gulf. The
Company believes that its equity investment in ADSB may also serve as a means
52
<PAGE>
for the Company to satisfy offset obligations to the United Arab Emirates, if
any, arising from any contracts for sales of FF-21s or other ships it may be
able to secure. Typically, offset obligations, when applicable, require an
investment, capital expenditure, training commitment or other benefit for the
country making the purchase. Under the terms of the agreement relating to the
Company's investment, the Government of the Emirate of Abu Dhabi (the "Abu
Dhabi Government") will have an option to purchase the Company's interest upon
consummation of the Shipbuilding Distribution. The right of the Abu Dhabi
Government to exercise its purchase option in relation to a particular event
is deemed to be waived if not exercised within 90 days of the date the Abu
Dhabi Government becomes aware of such event. See "Business--Construction--
Foreign Military."
In 1994 and 1995, the Company entered into fixed price contracts (which
shift the risks of construction costs that exceed the contract price to the
Company) to construct four Double Eagle product tankers for affiliates of
Eletson Corporation ("Eletson") at a price of $36 million per ship.
Construction of the first tanker is substantially complete; construction has
begun on the second tanker; and a substantial portion of the materials needed
for the construction of the three uncompleted tankers has been ordered. The
Company presently estimates that these ships will be constructed over the
period ending in February, 1998. In connection with the construction of these
four tankers, the Company has incurred or estimates it will incur costs of
approximately $90 million in excess of the fixed contract prices. As of
September 30, 1996, the full amount of these excess costs has been reserved
for by a charge against income. Disagreements have arisen with the purchasers
during the course of construction as to whether the first and second ships
were and are being constructed in compliance with the specifications set forth
in the contracts, and the purchasers sent letters to the Company purporting to
invoke the procedures set forth in the contracts for resolution of this
situation and requested that the Company in the interim stop construction on
the ships. The Company saw no reason to stop construction on the ships because
of its confidence that the ships will be in compliance with all contract and
classification society requirements. The purchasers have withdrawn both their
invocation of the dispute resolution procedures under the contracts and their
request that the Company cease further construction of the ships. Discussions
between the Company and the purchasers to date have resulted in the resolution
of a significant number of these disagreements, although some remain
unresolved and are the subject of further discussions. No assurances can be
given as to the effect the resolution of these remaining disagreements will
have on the Company (although the Company does not believe such resolution
will materially and adversely affect it) or the extent to which the remaining
work on these contracts can be completed without further disagreements with
the purchasers or the incurrence of additional losses in excess of current
estimates, although the Company currently believes it can complete the four
ships within the current estimate of cost. See Note 13 to the Combined
Financial Statements of the Company.
In 1995, the Company entered into fixed price contracts with limited
liability companies ("HVO") comprised principally of Hvide Partners, L.P. and
an affiliate of Van Ommeren International BV to construct an additional five
Double Eagle product tankers having a somewhat different design for the
domestic Jones Act market at a current average price of $43.4 million per
ship. The Company is in the process of completing its design work on these
ships and expects to begin construction in the first half of 1997. These ships
are scheduled for delivery in 1998. The Company presently estimates that it
will break even on these ships on an aggregate basis, but there can be no
assurance that the costs incurred in constructing these ships will not exceed
the contract prices for them.
These double-hull tankers are intended to serve the market currently served
by single-hull product carriers whose retirement is mandated by the Oil
Pollution Act of 1990 ("OPA 90"). The OPA 90 requires, among other things,
that existing single-hull ships must be retired from domestic transportation
of petroleum products between 1995 and 2015 unless retrofitted with double
hulls.
Additional services being developed by the Company include the management
and operation of Department of Energy nuclear sites in the U.S. The Company
hopes to capitalize on its nearly four decades of experience in handling
nuclear materials and is teaming with other companies with complementary
experiences to bid on these site management contracts.
Management has undertaken a number of initiatives to reduce the overall cost
structure at the Company. These initiatives have included a 38% workforce
reduction (from approximately 29,000 employees in 1991 to 18,000 employees in
1996), overhead and other cost reductions, monetizing assets, the successful
negotiation of a labor agreement that stabilizes wages from February 1995
through April 4, 1999 and closing of several facilities. Management has also
made long-term investments in infrastructure and automation which are expected
53
<PAGE>
to impact favorably the future results of operations. In connection with these
initiatives, the Company delivered the aircraft carrier Stennis in November
1995, 7.5 months ahead of schedule and at a savings of over 1,000,000 man-
hours compared to the previously delivered aircraft carrier (despite
accommodating over 1,200 significant U.S. Navy ordered design improvements).
The remaining initiatives relate primarily to projects to reduce cycle times
for product development and ship delivery by reengineering key production and
design processes. Process innovation teams have been assigned to each key
process.
Management continues to reevaluate its strategy and consider additional
opportunities to enhance the value of the Company. The future results of
operations and financial position of the Company are dependent on several
factors including the allocation of defense budget funds to new ship
construction for the U.S. Navy, the successful award and completion of new
shipbuilding contracts from the U.S. Government, and the successful
diversification into the highly competitive commercial shipbuilding and
foreign military markets. Management believes that the Company is well
positioned to receive future U.S. Navy contract awards. However, there are no
guarantees as to the timing or level of future U.S. Navy contract awards to
the Company. Additionally, the level of profitability on such future contracts
will be dependent on the cost structure of the Company. The diversification of
the Company's business into the commercial market creates a heightened level
of risks and rewards. Thus, the future profitability of the proposed
commercial programs is subject to the successful management of such risks.
Additionally, there are no certainties as to the level of future commercial
business which will be secured by the Company.
The information included in this "Business Outlook" section is forward-
looking and involves risks and uncertainties that could significantly impact
expected results. The Company's outlook is based predominantly on its
interpretation of what it considers key economic and market assumptions, many
of which have already been discussed above. Factors that could cause actual
results to differ materially from current expectations include: changes in the
U.S. Navy's budgets; a reevaluation of ship requirements by the U.S. Navy; the
inability to successfully market and sell the new products and services
discussed; the award of contracts to the Company's competitors; the inability
to produce the new products or provide the new services at the costs
anticipated as a result of failure to meet productivity or learning curve
assumptions or increased cost of materials; or the inability to meet
production schedules and productivity improvement goals for contracts
currently being performed.
OTHER
GOVERNMENT CLAIMS AND INVESTIGATIONS
More than 90% of the Company's sales involve contracts entered into with the
U.S. Government. These contracts are subject to possible termination for the
convenience of the U.S. Government, to audit and to possible adjustments
affecting both cost-type and fixed price type contracts. Like many government
contractors, the Company has received audit reports which recommend that
certain contract prices be reduced, or costs allocated to government contracts
be disallowed, to comply with various government regulations. Some of these
audit reports involve substantial amounts. The Company has made adjustments to
its contract prices and the costs allocated to government contracts in those
cases it believes such adjustments are appropriate. In addition, various
governmental agencies may at any time be conducting various other
investigations. Management is of the opinion that the ultimate resolution of
these matters will not have a material adverse effect on the Company's
financial condition or results of operations. In May 1996, the Company was
subpoenaed by the Inspector General of the Department of Defense as part of a
joint inquiry conducted by the Department of Defense, the Department of
Justice, the U.S. Attorney's Office for the Eastern District of Virginia and
the Naval Criminal Investigation Service. See "Risk Factors--Government Claims
and Investigations," "Business--Investigations and Legal Proceedings" and Note
13 of the Combined Financial Statements.
REVENUE RECOGNITION
The Company reports profits on its long-term contracts using the percentage-
of-completion method of accounting, determined on the basis of total costs
incurred to date to estimated final total costs. Losses on
54
<PAGE>
contracts, including allocable general and administrative expenses, are
reported when first estimated. The performance of contracts usually extends
over several years, requiring periodic reviews and revisions of estimated
final contract prices and costs during the term of the contracts. The effect
of these revisions to estimates is included in earnings in the period the
revisions are made. Revenue arising from the claims process is neither
recognized as income nor as an offset against a potential loss until it can be
reliably estimated and its realization is probable.
SIGNIFICANT ESTIMATES
In 1994 and 1995, the Company entered into fixed price contracts with
Eletson and HVO to construct a total of nine of its Double Eagle product
tankers. The Company has recorded losses of approximately $90 million related
to its contracts with Eletson for four of these product tankers. The Company
presently estimates that it will break even on its contracts for the five
tankers from HVO. The Company believes it can complete construction of these
ships based on its current estimate of costs, but there can be no assurance
that the estimate of costs to be incurred will not be revised in the future.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Business Outlook."
Contracting with the U.S. Government can also result in the Company filing a
Request for Equitable Adjustment ("REA") in connection with a contract. REAs
represent claims against the U.S. Government for changes in the original
contract specifications and resulting delays and disruption in contract
performance. All major REAs filed by the Company in connection with its
contracts have been settled as of June 1996 for approximately the same amount
recorded previously by the Company. Through 1995, costs of $18 million had
been recognized on the Sealift REA in excess of the adjudicated REA price.
Cost growth of $36 million that was not recoverable through that REA has been
recognized in the first half of 1996. Due to uncertainties inherent in the
estimation process these contract completion costs could be increased in the
future by $0 to $10 million. The first of two Sealift ships was delivered in
August 1996. Management expects this contract to be substantially complete by
the end of the first quarter of 1997.
RESEARCH AND DEVELOPMENT
Research and development costs are charged to operating costs and expenses
as incurred. The amounts charged during the years ended December 31, 1995,
1994 and 1993 are $20 million, $14 million and $15 million, respectively.
Research and development costs for the six months ended June 30, 1996 were $20
million. Research and development costs for the year ending December 31, 1996
are expected to be between $40 million and $50 million. Under current
regulations, research and development costs can be passed through to the U.S.
Government as allowable overhead spread across all of the Company's contracts.
The actual amount of research and development costs allowed to pass through
the Navy contracts is reviewed annually. Research and development costs can
also be directly funded by the U.S. Government through specific contracts.
These contracts produce quantifiable deliverables for the U.S. Navy, for
example, certain research and development projects on aircraft carriers.
DIVESTITURE
During November 1993, the Company sold Sperry, which was part of its
Shipbuilding Business. Sperry was involved in the domestic and international
design and manufacture of advanced electronics for maritime and other
applications and contributed $113 million of net sales and $6 million of
operating earnings to the Company's 1993 results of operations. In accordance
with the sale agreement, the Company received $56 million of the total cash
proceeds of $61 million from the sale of Sperry. The remaining portion of the
cash proceeds was realized by other Tenneco entities. In addition to the cash
proceeds, the Company received $17 million in preferred stock of the
purchaser. A pre-tax gain on the total sale of $15 million was recognized by
the Company
55
<PAGE>
in 1993. An agreement was reached to sell the preferred stock of the purchaser
in late 1995 for $18 million. See Note 5 to the Combined Financial Statements.
UNION AGREEMENT
During 1995, the Company executed a collective bargaining agreement which
covers approximately 60% of its work force and 98% of its hourly employees.
The collective bargaining agreement is effective to April 1999, and generally
provides for static pay rates, promotion of multi-skilling, work teams, joint
cooperation on quality programs, a new managed health care program, reduction
in paid time off and contains "no strike, no lockout" provisions. This
agreement will assist the Company in managing its cost structure and
maintaining its skilled labor force.
ENVIRONMENTAL MATTERS
The Company is subject to stringent environmental laws and regulations in
all jurisdictions in which it operates. Management of the Company believes
that the Company is in substantial compliance with all applicable
environmental regulations, and the historical environmental compliance costs
incurred by the Company have not been significant. Although there can be no
certainties, management does not believe that any future environmental
compliance costs will have a material adverse effect on the Company's combined
financial position, results of operations or cash flows.
INFLATION
The Company's materials costs are impacted by inflation. However, the
majority of the Company's U.S. Government shipbuilding contracts allow
recovery of costs which are escalated due to inflation. Thus, the Company's
net exposure to inflation is minimal.
DEFENSE INDUSTRY OVERVIEW
The end of the Cold War has led to a reduction of the U.S. armed forces. As
a result, the federal defense budget for procurement has been reduced in real
terms by approximately 70% since 1985. The U.S. Navy budget has declined over
the same period of time. However, the Company believes that the U.S. Congress,
which has resisted additional defense budget cuts, and a continued uncertain
geopolitical environment will favor an end of the long decline in military
outlays. Additionally, President Clinton's 1996 Budget establishes the
following defense goals as the basis for recapitalizing the Department of
Defense budget: (i) projecting a presence overseas; (ii) maintaining an
acceptable level of training and readiness; (iii) ability to participate
effectively in two nearly simultaneous regional conflicts; and (iv) providing
a level of demand for equipment and services which will preserve the defense
industrial base.
A shift in military strategy has prompted the U.S. Navy to redefine its
role. Since the collapse of the former Soviet Union, there has been a dramatic
change in the primary global threat to the security of the U.S. As a result,
U.S. defense strategy, which was predicated on defending against a single
major threat, is evolving as well. A policy of protecting against a major
nuclear assault and securing containment of the Soviet Union is evolving to a
strategy requiring the need to address potential regional conflicts, perform
peacekeeping and aid activities in multiple unstable areas, and deter
international terrorism. This shift in U.S. military strategy, together with
the declining number of U.S. bases overseas, has prompted the Navy to
emphasize its role in projecting American military power from ship to shore.
In September 1992, the Navy released a new naval strategy entitled ". . . From
The Sea; Preparing the Naval Service for the 21st Century," Department of the
Navy, Washington, D.C., which stated that: (i) naval forces will be used in a
wide range of responses to crises around the globe; (ii) should the presence
of these forces fail to deter aggression, the Navy must be able to prevent the
U.S. from losing the conflict until the full combat power of the Army and Air
Force can arrive; and (iii) naval forces must also be able to conduct a full-
scale naval campaign in support of a land force.
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<PAGE>
AIRCRAFT CARRIERS
Aircraft carriers have played a major role in the Navy's strategy of
protecting U.S. global interests. From the early strikes in the Gulf War to the
recent American involvement in Bosnia, Haiti, Somalia, the China/Taiwan crisis
as well as to renewed Iraqi aggression, U.S. political and military leaders
have responded to overseas crises by deploying the nearest aircraft carrier.
Not only do aircraft carriers allow the naval forces to project military power
from the safety of the open ocean in times of war, but they also serve as
mobile naval bases that reassure allies and intimidate potential aggressors by
maintaining peacetime military presence in regions critically important to the
U.S.
The Navy currently plans to maintain a minimum of 12 aircraft carriers (down
from 15 in 1992) to respond quickly to overseas crises and command a credible
presence around the globe. The Company believes that even with 12 aircraft
carriers, the Navy is still prone to gaps in peacetime requirements and may not
be able to fulfill the need to confront two simultaneous major conflicts as
envisioned by President Clinton's 1996 Department of Defense budget. Admiral
Jay Johnson, the newly appointed Chief of Naval Operations, has publicly stated
his desire for 15 active carriers to ensure adequate on-station presence in
critical mission areas. As shown in the table below, the Navy currently
operates 12 carriers, seven of which are Nimitz-class carriers built by Newport
News.
CURRENT LIST OF AIRCRAFT CARRIERS
<TABLE>
<CAPTION>
LAUNCH COMMISSION
NUMBER NAME CLASS DATE DATE SHIPYARD
- ------ ---- ----- ------ ---------- --------
<S> <C> <C> <C> <C> <C>
CV-62................... Independence Forrestal 06/06/58 01/10/59 New York Naval Shipyard
CV-63................... Kitty Hawk Kitty Hawk 05/21/60 04/29/61 New York Shipbuilding
CV-64................... Constellation Kitty Hawk 10/08/60 10/27/61 New York Naval Shipyard
CVN-65.................. Enterprise Enterprise 09/24/60 11/25/61 Newport News Shipbuilding
CV-67................... John F. Kennedy JFK 05/27/67 09/07/68 Newport News Shipbuilding
CVN-68.................. Nimitz Nimitz 05/13/72 05/03/75 Newport News Shipbuilding
CVN-69.................. Dwight D. Eisenhower Nimitz 10/11/75 10/18/77 Newport News Shipbuilding
CVN-70.................. Carl Vinson Nimitz 03/15/80 03/18/82 Newport News Shipbuilding
CVN-71.................. Theodore Roosevelt Nimitz 10/27/84 10/25/86 Newport News Shipbuilding
CVN-72.................. Abraham Lincoln Nimitz 02/13/88 11/11/89 Newport News Shipbuilding
CVN-73.................. George Washington Nimitz 07/21/90 07/04/92 Newport News Shipbuilding
CVN-74.................. John C. Stennis Nimitz 11/13/93 12/09/95 Newport News Shipbuilding
CVN-75.................. Harry S Truman Nimitz 09/07/96 07/98 Newport News Shipbuilding
CVN-76.................. Ronald Reagan Nimitz 03/18/00 01/03 Newport News Shipbuilding
</TABLE>
- -------
Source: Jane's Fighting Ships 1996-1997, 98th Edition
At present, the Navy has contracted for two more Nimitz-class aircraft
carriers: the CVN-75 to be delivered in June 1998 and the CVN-76 to be
delivered in December 2002. The Navy also intends to build another Nimitz-class
aircraft carrier, the CVN-77. The Navy's plans to maintain a fleet of 12
carriers translates into an optimal building rate of one carrier every four to
six years to gradually replace the existing Nimitz-class carriers (each has
approximately a 50-year service life and refueling age of approximately 25
years). The Navy is currently planning a next-generation aircraft carrier
("CVX") to follow the nuclear-powered Nimitz-class, the first of which is
expected to begin production in 2006. Newport News is currently developing
concepts for this new class of aircraft carriers. See "Risk Factors--Reliance
on Major Customer and Uncertainty of Future Work."
57
<PAGE>
U.S. NAVY FUTURE CARRIER FLEET
LOGO
As shown in the chart above, there are 12 carriers in 1996 in the Navy's
fleet. These ships range from the newest, Stennis, to the oldest, USS
Independence. In the year 2000, the Independence will be retired and be
replaced by the Truman. Beyond 2000, the USS Kitty Hawk is scheduled to be
replaced by the Reagan; the USS Constellation by CVN-77; and the Enterprise by
CVX-78.
SUBMARINES
The collapse of the former Soviet Union Navy, with its several hundred
submarines, has dramatically reduced the underwater threat to U.S. and allied
vessels. Currently, most of the U.S. Navy's submarines are Los Angeles-class
vessels which were first commissioned in 1976, and will begin to reach the end
of their service lives starting in 2000. The Los Angeles-class is a high
speed, nuclear-powered fast attack submarine used to locate and destroy
hostile submarines and surface ships. Newport News is the lead design yard for
the Los Angeles-class and has built 28 out of a total of the 61 currently
active submarines in this class. This program reached the end of its
production run when the last submarine, Cheyenne, was completed by Newport
News in 1996.
In the 1980s, the Navy, with the Company as the lead design yard, developed
the Seawolf-class submarine to augment and ultimately replace the Los Angeles-
class. However, the Company did not build any Seawolf submarines. Seawolf's
high unit cost (roughly $2 billion), coupled with the end of the Cold War, led
to calls for a new type of submarine and a truncation of the Seawolf program
after three ships. Consequently, the Navy plans to develop the new nuclear
attack submarine ("NSSN"), a smaller, more cost-effective, nuclear-powered
submarine beginning in 1998. Congress has approved legislation to have Newport
News construct one NSSN beginning in late 1998 and another NSSN beginning in
late 2000. Two contracts were also designated for Electric Boat, a wholly-
owned subsidiary of General Dynamics. Beyond 2001, NSSN contract awards are
expected to be determined by competitive bidding. See "Risk Factors--Reliance
on Major Customer and Uncertainty of Future Work."
58
<PAGE>
BUSINESS
COMPANY OVERVIEW
The Company is the largest non-government-owned shipyard in the United
States, as measured by each of net sales, size of facilities and number of
employees. Its primary business is the design, construction, repair, overhaul
and refueling of nuclear-powered aircraft carriers and submarines for the
United States Navy. The Company believes it currently is: (i) the only
shipyard capable of building the Navy's nuclear-powered aircraft carriers,
(ii) the only non-government-owned shipyard capable of refueling and
overhauling the Navy's nuclear-powered aircraft carriers, and (iii) one of
only two shipyards capable of building nuclear-powered submarines. Since its
inception in 1886, the Company has developed a preeminent reputation through
the construction of 264 naval ships and 542 commercial vessels. For the year
ended December 31, 1995 and the six months ended June 30, 1996, the Company
had net sales of $1,756 million and $915 million, respectively.
Aircraft carrier and submarine construction contracts with the U.S. Navy
have generated the majority of the Company's net sales. Newport News has built
nine of the 12 active aircraft carriers in the U.S. fleet, including all eight
nuclear-powered aircraft carriers. For the last 35 years, Newport News has
been the sole designer and builder of the U.S. Navy's aircraft carriers.
Newport News currently holds contracts to build two nuclear-powered Nimitz-
class carriers, each representing approximately $2-3 billion in initial
contract revenue: the Truman, scheduled for delivery in 1998, and the Reagan,
scheduled for delivery in 2002. Based on current U.S. Navy projections, the
Company anticipates the award in or before 2002 of a contract for the
construction of the last Nimitz-class aircraft carrier for delivery in 2009.
Under contract to the Navy, Newport News is currently performing design
concept studies for the next generation of aircraft carriers. In addition,
Newport News, as one of only two manufacturers of nuclear-powered submarines,
has constructed 53 nuclear-powered submarines comprised of seven different
classes. Newport News has recently been designated by Congressional
legislation to build two of the first four of the next generation of the
Navy's new nuclear attack submarines ("NSSNs") commencing in late 1998.
The Company built all the active Nimitz-class aircraft carriers. The Company
also believes it currently is the only non-government-owned shipyard currently
capable of refueling nuclear-powered aircraft carriers. Puget Sound, a
government-owned shipyard, could refuel nuclear-powered carriers if it made
additional investments in its facilities, and Portsmouth Naval Shipyard, a
government-owned shipyard in Kittery, Maine, is presently involved in nuclear
refueling, overhauling and de-activating Los Angeles-class submarines. As a
result, the Company has had the leading share of the refueling and overhaul
market for aircraft carriers. A Nimitz-class aircraft carrier must be refueled
at approximately the midpoint of its estimated 50-year life. The Navy often
commissions a major overhaul of each carrier to coincide with a refueling. It
normally takes two years to complete a refueling and overhauling. Currently
the Company is overhauling the Eisenhower (an approximate $400 million
contract), and it holds planning contracts to overhaul the Roosevelt in 1997
and to refuel and overhaul the Nimitz beginning in 1998. The Company believes
that, if awarded, the contracts for the Roosevelt and the Nimitz will be for
approximately $230 million and approximately $1 billion, respectively. In
addition, the Navy has announced its schedule to begin the refueling of the
Eisenhower in 2001, the Vinson in 2006 and the Roosevelt in 2009 at an
estimated cost of approximately $1 billion each. Supported by its new Carrier
Refueling Complex, the Company believes it is well-positioned to be awarded
future refueling contracts.
Newport News' management is highly regarded in the defense and shipbuilding
industry and has been successful in creating a motivated and experienced
management team and enhancing its position as the premier U.S. shipyard. Led
by William P. Fricks, CEO of Newport News, who has 30 years of experience, the
Company's senior executives average 10 years of shipbuilding experience.
Newport News is a separate operating entity with its own corporate
headquarters, management team and separate financial reporting systems.
Management therefore expects an orderly transition to an independent,
publicly-traded company.
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BUSINESS STRATEGY
To broaden and strengthen its competitive position, the Company has
developed strategies with the following key elements: (i) maintain a
leadership position in its core business; (ii) further reduce its cost
structure; (iii) continue to reduce cycle time; and (iv) broaden and expand
products and markets.
MAINTAIN A LEADERSHIP POSITION IN ITS CORE BUSINESS. Aircraft carriers and
submarines remain vital components of the Navy's strategy for protecting U.S.
global interests. The Navy has stated that it needs to maintain a minimum of
12 aircraft carriers to respond quickly to overseas crises and command a
credible presence around the world. As the aircraft carrier and submarine
fleets continue to age, the Company believes there will be a steady long-term
demand for new construction and refueling and overhauling services, which it
intends to aggressively pursue.
FURTHER REDUCE ITS COST STRUCTURE. In 1991, the Company embarked on a
program to reduce its cost structure and increase productivity in order to
remain a market leader in its core business as well as to facilitate entry
into related commercial markets. Management initiatives to reduce the overall
cost structure of the Company have included workforce reductions of 38% (from
approximately 29,000 employees in 1991 to approximately 18,000 employees in
1996), overhead and other cost reductions, the successful negotiation of a
long-term labor agreement that stabilizes wages through April 1999, and the
closing of certain facilities. As a second step in its cost reduction program,
Newport News has begun outsourcing low value-added production activities and
has been investing in programs to upgrade and automate its operations. Since
1993, the Company has spent $177 million on a variety of discretionary capital
programs designed to lower costs and improve efficiency. Recent and ongoing
expenditures include new computing technology ($85 million), an automated
steel factory ($71 million), the extension of a drydock to accommodate multi-
ship construction ($30 million), and the construction of the Carrier Refueling
Complex ($19 million).
CONTINUE TO REDUCE CYCLE TIME. The Company plans to continue to reduce the
cycle times for product development and ship delivery by re-engineering key
production processes, including design, production planning, materials
management, steel fabrication and outfitting. Process innovation teams have
been assigned to each key production process to implement this strategy. In
connection with these initiatives, the Company delivered the Stennis in
November 1995, 7.5 months ahead of schedule and at a savings of over 1,000,000
man-hours compared to the previously delivered aircraft carrier.
BROADEN AND EXPAND PRODUCTS AND MARKETS. The Company has begun to seek to
leverage its existing expertise by expanding its commercial and other
shipbuilding projects. The Company believes that this expansion effort should
create additional growth opportunities. In addition, by allowing for increased
economies of scale, the Company believes its expansion initiatives should help
it reduce per ship costs and thereby make it more competitive in its core U.S.
Navy business, which currently accounts for over 90% of the Company's net
sales. As part of this expansion effort, the Company secured long-term, fixed
price contracts with two purchasers for a total of nine "Double Eagle" product
tankers. The initial ships under contract are being built at a loss, for which
the Company has created a reserve. This new line of double-hulled product
tankers is designed to meet all of the stringent domestic and international
shipping specifications. Additionally, drawing on its nearly four decades of
safe fuel handling and reactor services for the U.S. Navy, the Company won a
contract from the Department of Energy in 1995 to construct a facility to
store damaged fuel from Three Mile Island. The Company is pursuing bids on
additional projects from the Department of Energy.
In order to further strengthen its position as a leading U.S. Navy
contractor, the Company is attempting to broaden its naval portfolio to
include non-nuclear ships by bidding with others in an alliance on the design
and construction of the LPD-17 non-nuclear amphibious assault ship. The
Company has also joined an alliance to develop design concepts for the Navy's
new "Arsenal Ship," a floating missile platform that utilizes a commercially
available double-hulled design, and pursue awards in the construction of such
ships. International military sales are also a key growth opportunity. The
Company is pursuing orders for several versions of its international frigate,
the FF-21, from foreign navies and is currently focusing on naval
modernization programs presently underway in the United Arab Emirates, the
Philippines, Norway and Kuwait.
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GENERAL
Currently, the Company's business centers primarily on three areas involving
U.S. Naval and commercial ships: (i) construction; (ii) repair and overhaul;
and (iii) engineering and design. The Company also engages in certain other
related businesses. In 1993, the Company divested its maritime electronics
manufacturing business.
The following table sets forth information on the percentage of total net
sales contributed by the Company's various classes of products and services:
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------------
JUNE 30, 1996 1995 1994 1993
--------------- ------------ ------------ ------------
NET % OF NET % OF NET % OF NET % OF
SALES TOTAL SALES TOTAL SALES TOTAL SALES TOTAL
------- ------ ------ ----- ------ ----- ------ -----
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Construction............ $536 59 $1,107 63 $1,144 65 $1,046 57
Repair and Overhaul..... 281 31 414 24 383 22 471 25
Engineering and Design.. 86 9 202 11 204 12 225 12
Other................... 12 1 33 2 22 1 119 6
------- ------ ------ --- ------ --- ------ ---
Net sales............. $915 100 $1,756 100 $1,753 100 $1,861 100
======= ====== ====== === ====== === ====== ===
</TABLE>
CONSTRUCTION
The Company's primary activity is constructing ships, with approximately 63%
of net sales for the year ended December 31, 1995 and 59% of net sales for the
six months ended June 30, 1996 being generated from construction work. In
recent history, the Company has relied on major carrier and submarine
contracts with the U.S. Navy, but the Company's current objective is to
selectively add to its core business with contracts for other Naval segments
(e.g. LPD-17 and Arsenal Ship), and in the commercial and foreign military
markets.
The following chart shows the number of naval and commercial ships, and
other vessels built by the Company, including ships currently under
construction.
<TABLE>
<CAPTION>
PRE 1900- 1920- 1940- 1960- 1980-
1900 1919 1939 1959 1979 1996 TOTAL
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. NAVY SHIPS:
Aircraft Carriers................... -- -- 3 14 3 9 29
Submarines.......................... -- 8 -- -- 29 24 61
Amphibious Cargo; Attack Cargo;
Amphibious Flagship; Ammunition.... -- -- -- 53 5 -- 58
Battleships......................... -- 11 2 1 -- -- 14
Cruisers............................ -- 5 4 9 5 1 24
Destroyers.......................... -- 17 14 -- -- -- 31
Miscellaneous; including Coast Guard
Cutters, Landing Ships (Dock) and
Landing Ships (Tank)............... 3 10 1 31 2 -- 42
--- --- --- --- --- --- ---
Total U.S. Navy Ships............... 3 51 24 108 44 34 264
--- --- --- --- --- --- ---
</TABLE>
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<TABLE>
<CAPTION>
PRE 1900- 1920- 1940- 1960- 1980-
1900 1919 1939 1959 1979 1996 TOTAL
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
COMMERCIAL SHIPS:
Cargo Vessels....................... 8 35 4 13 14 -- 74
Freighters.......................... -- -- -- 190 -- -- 190
Passenger Liners.................... 2 17 33 11 -- -- 63
Tankers............................. -- 22 11 42 11 4 90
Miscellaneous, including Dredges,
Ferry Boats, Steamers, (Bay and
River), Tugs and Yachts............ 8 20 22 2 -- -- 52
--- --- --- --- --- --- ---
Total Commercial Ships.............. 18 94 70 258 25 4 469
--- --- --- --- --- --- ---
OTHER VESSELS (Barges, Caissons, Car
Floats, Pilot Boats)................. -- -- -- -- -- -- 73
--- --- --- --- --- --- ---
TOTAL U.S. NAVY, COMMERCIAL AND OTHER
SHIPS................................ 21 145 94 366 69 38 806
=== === === === === === ===
</TABLE>
U.S. Navy
The Company believes it currently is the only manufacturer in the U.S.
capable of constructing nuclear-powered aircraft carriers. Currently, the
Company is constructing two Nimitz-class nuclear-powered aircraft carriers,
the Truman and the Reagan, which are scheduled for delivery in 1998 and 2002,
respectively. A contract for an additional Nimitz-class aircraft carrier is
currently anticipated to be awarded in or before 2002. The first ship in a new
class of aircraft carrier, the CVX-78, is anticipated to be awarded in 2006.
Because of its past experience in manufacturing aircraft carriers, and the
lack of direct competitors, the Company believes it is in a strong competitive
position to be awarded these contracts, although no assurances can be made
that it will be awarded these contracts, that these projects will not be
delayed, or that these contracts will be funded by Congress.
The Company is also one of two producers of nuclear-powered submarines.
Currently, the only other competitor is Electric Boat, a wholly-owned
subsidiary of General Dynamics. The Company delivered its last Los Angeles-
class submarine on August 15, 1996. In 1987, the Company was awarded the lead
design contract for the Seawolf submarine. However, due to the end of the Cold
War, there was a dramatic cutback in the Seawolf program to three submarines
which are being constructed by Electric Boat. More recently the Company was
designated by Congressional legislation to build two of the next generation of
attack submarines known as the new nuclear attack submarines or NSSN program.
The Company anticipates that it will construct the second and the fourth NSSN
submarines, and that Electric Boat will construct the first and third NSSN
submarines. After the fourth NSSN submarine, the Company and Electric Boat are
expected to compete against each other for additional NSSN construction
contracts by competitive bidding. The Company has constructed 53 nuclear-
powered submarines, including 39 attack submarines and 14 of the larger, fleet
ballistic missile submarines.
The Company has formed an alliance with Ingalls Shipbuilding (the prime
contractor), Lockheed Martin and National Steel to submit a bid for the LPD-17
program. The LPD-17 is a program for the design and construction of non-
nuclear amphibious assault ships. According to current U.S. Navy estimates,
twelve ships are expected to be built in the LPD-17 program. The U.S. Navy has
stated that it currently expects that the LPD-17 vessels will be a mainstay of
the U.S. Navy over the next two decades, replacing a number of vessels nearing
the end of their useful lives. The Company (with its alliance) submitted its
bid for the LPD-17 program on June 28, 1996. The contract for the LPD-17
program is expected to be awarded prior to the end of 1996. Competing firms
have also formed an alliance and submitted a bid.
An alliance consisting of the Company, Ingalls Shipbuilding and Lockheed
Martin, was recently awarded a contract to develop design concepts for the
Arsenal Ship. The Company's alliance was one of five alliances to receive such
an award. Current U.S. Navy plans call for a downselect to two alliances
following evaluation of submitted concepts. Ultimately, one alliance is
expected to prevail in the award of a construction contract.
The Company is also completing conversion of two container ships to "roll-
on, roll-off" heavy armored vehicle Sealift transportation ships for the U.S.
Navy. The first ship was delivered in August 1996 and the second ship is
scheduled to be delivered in March 1997.
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Commercial
As part of its expansion strategy, the Company has also been pursuing orders
for products and services from commercial customers.
In 1994 and 1995, the Company entered into fixed price contracts (which
shift the risks of construction costs that exceed the contract price to the
Company) to construct four Double Eagle product tankers for affiliates of
Eletson at a price of $36 million per ship. Construction of the first tanker
is substantially complete; construction has begun on the second tanker; and a
substantial portion of the materials needed for the construction of the three
uncompleted tankers has been ordered. The Company presently estimates that
these ships will be constructed over the period ending in February, 1998. In
connection with the construction of these four tankers, the Company has
incurred or estimates it will incur costs of approximately $90 million in
excess of the fixed contract prices. As of September 30, 1996, the full amount
of these excess costs has been reserved for by a charge against income.
Disagreements have arisen with the purchasers during the course of
construction as to whether the first and second ships were and are being
constructed in compliance with the specifications set forth in the contracts,
and the purchasers sent letters to the Company purporting to invoke the
procedures set forth in the contracts for resolution of this situation and
requested that the Company in the interim stop construction on the ships. The
Company saw no reason to stop construction on the ships because of its
confidence that the ships will be in compliance with all contract and
classification society requirements. The purchasers have withdrawn both their
invocation of the dispute resolution procedures under the contracts and their
request that the Company cease further construction of the ships. Discussions
between the Company and the purchasers to date have resulted in the resolution
of a significant number of these disagreements, although some remain
unresolved and are the subject of further discussions. No assurances can be
given as to the effect the resolution of these remaining disagreements will
have on the Company (although the Company does not believe such resolution
will materially and adversely affect it) or the extent to which the remaining
work on these contracts can be completed without further disagreements with
the purchasers or the incurrence of additional losses in excess of current
estimates, although the Company currently believes it can complete the four
ships within the current estimate of cost. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Business Outlook"
and Note 13 to the Combined Financial Statements of the Company.
In 1995, the Company entered into fixed price contracts with HVO to
construct an additional five Double Eagle product tankers having a somewhat
different design for the domestic Jones Act market at a current average price
of $43.4 million per ship. The Company is in the process of completing its
design work on these ships and expects to begin construction in the first half
of 1997. These ships are scheduled for delivery in 1998. The Company presently
estimates that it will break even on these ships on an aggregate basis, but
there can be no assurance that the costs incurred in constructing these ships
will not exceed the contract prices for them.
These double-hull tankers are intended to serve the market currently served
by single-hull product carriers whose retirement is mandated by the OPA 90.
The OPA 90 requires, among other things, that existing single-hull ships must
be retired from domestic transportation of petroleum products between 1995 and
2015 unless retrofitted with double hulls.
On October 8, 1996, the President signed into law, H.R. 1350--the Maritime
Security Act of 1996 (the "Maritime Act"), amending Title XI of the Merchant
Marine Act, 1936. The Maritime Act, among other things, (i) authorizes a $1
billion, 50-ship ten-year subsidy program for ship owners who agree to make
their ships available to the Department of Defense during national
emergencies, (ii) gives the U.S. Maritime Administration greater flexibility
in assigning risk factors to guaranteed loans and (iii) modifies several
aspects of the assessment and payment of loan guarantee fees. The primary
purpose of this Act is to assist ship operators and U.S. seamen, but the
legislation also has provisions which can indirectly assist U.S. shipbuilders.
The effect of these legislative changes is uncertain, but generally more
Title XI loan guarantee authority should be available (assuming Title XI funds
continue to be appropriated), on a facilitated basis, for potential purchasers
of U.S.-built ships. It is
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unclear whether any of the new ships would be purchased from the Company, and
further whether the Company would be in a position to build any such ships at
a significant profit. Accordingly, at this time the Company is unable to
determine that it reasonably expects this development to have a material
impact on its business.
Although the commercial market is growing, a current overcapacity of
suppliers has favored buyers and hindered the profitability of shipyards.
Additionally, overseas firms control almost all of the international
commercial shipbuilding building market. Many of the Company's global
competitors enjoy government and/or corporate subsidies. The Company is
exploring various possibilities to penetrate this market; however, there can
be no assurance that the Company's efforts in this market will be successful.
See "Risk Factors--Competition and Regulation."
Foreign Military
Several U.S. allies overseas have or plan to embark on navy modernization
programs. Most of these programs anticipate the purchase of one or more
frigate size ships. The Company has developed a flexible, multi-mission design
frigate called the FF-21 and has submitted bids for the construction of these
ships to the United Arab Emirates and Kuwait, and is in the process of
developing bids for Norway and the Philippines. A number of international
companies compete for these sales, and this market would represent a new
market for the Company. To better position itself for the United Arab Emirates
market, the Company subscribed to purchase a 40% interest in the Abu Dhabi
Ship Building Company ("ADSB") in 1995. ADSB is currently renovating an
existing shipyard and designing a new shipyard which it plans to construct to
replace the existing one. Each is to service shipbuilding and repair demands
of the United Arab Emirates military and regional maritime fleets. The Company
believes that its equity investment in ADSB may also serve as a means for the
Company to satisfy offset obligations to the United Arab Emirates, if any,
arising from contracts for sales of FF-21s or other ships. Typically, offset
obligations, when applicable, require an investment, capital expenditure,
training commitment or other benefit for the country making the purchase. The
Company is obligated to make an additional payment of $9.6 million with
respect to its 40% equity interest in ADSB on December 17, 1996. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources--Other Investing Cash Flows." If
there is a change in control of Newport News, the Abu Dhabi Government has the
right to require the Company to sell all of its shares to the Abu Dhabi
Government or such other person(s) as the Abu Dhabi Government may nominate at
a price determined as set forth in the Founder's Agreement relating to the
Company's investment in ADSB (the "Founder's Agreement"). The right of the Abu
Dhabi Government to exercise its purchase option in relation to a particular
event is deemed to be waived if not exercised within 90 days of the date the
Abu Dhabi Government becomes aware of such event. The Shipbuilding
Distribution will cause a change in control of Newport News under the
Founder's Agreement. The Founder's Agreement reflects the oral agreement of
these matters between the parties thereto but has not yet been executed.
REPAIR AND OVERHAULS
U.S. Navy Nuclear Refueling, Overhaul and Conversion
The Company provides ongoing maintenance for the U.S. Navy's vessels through
overhauling, refueling and
repair work. The Company possesses unique expertise in servicing nuclear naval
systems, and believes it currently is the only non-government-owned shipyard
currently capable of refueling nuclear-powered aircraft carriers. Puget Sound,
a government-owned shipyard, could refuel nuclear-powered carriers if it made
additional investments in its facilities, and Portsmouth Naval Shipyard, a
government-owned shipyard in Kittery, Maine, is presently involved in nuclear
refueling, overhauling and de-activating Los Angeles-class submarines. As a
result, the Company has had a leading share of the market in aircraft carrier
refueling and overhauls.
Since aircraft carrier work is generally assigned by the U.S. Navy based on
the type of work, location and cost, the Company intends to maintain its
leadership in this area of business by, among other things, positioning the
Company as a low-cost refueling center, and providing unique competencies such
as nuclear fuel handling. The Company completed the overhaul work for the
Enterprise in 1994, and is currently overhauling the Eisenhower. The Company
also completes "Post Shake-Down Availabilities" on submarines. This process
involves making repairs and performing maintenance after sea trials of the
completed submarine.
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Naval Non-Nuclear Surface Ship Repair
The Company was able to diversify its overhaul work by winning its first
contract to overhaul a guided missile cruiser, the Thorn. In 1995, the Company
experienced a $31 million increase from 1994 in repair and overhaul revenues
as a result of the repair and overhaul of the Thorn, together with increases
in other miscellaneous U.S. Navy repairs. Subsequently, it overhauled its
first Aegis radar-equipped ship, the USS Monterey. The Company has a number of
competitors bidding for a substantial share of U.S. Navy non-nuclear repair
and overhaul contracts, such as Norfolk Shipbuilding and Dry Dock Corporation
and Metro Machine.
Commercial Vessels
From February, 1992 through December, 1995, the Company completed over 100
ship repair or overhauls of commercial vessels. The Company believes that the
world's commercial fleet, on average, is approximately 15 years old; repair of
this fleet is undertaken on an ongoing basis. Furthermore, the Company expects
seaborne trade to exhibit steady growth over the next 10 years in all major
segments--oil, dry cargo and general cargo. While some customers are primarily
concerned with price, other customers also give substantial weight to other
factors such as geographic location, dock availability, manpower supply and
the amount of time spent in dock. The Company has successfully differentiated
itself from its competitors as a premium quality repair shipyard, with
specialized facilities and an extensive workforce. The Company believes that
by engaging in the commercial ship repair market, it should be able to
transfer its experience to new construction of commercial vessels, as well as
to its core U.S. Navy business.
ENGINEERING AND DESIGN
The Company provides engineering planning and design services to both U.S.
Government and commercial customers. The Company maintains a stable level of
funded engineering support for the U.S. Navy. Support services provided by the
Company include new aircraft carrier research and development, aircraft
carrier non-nuclear overhaul planning, the reactor plant planning yard,
aircraft carrier engineering support, and training and logistics. The Company
is a leader in aircraft carrier design, accounting for the majority of ship
integration and related design development for the Naval Sea Systems Command
("NAVSEA"). The Navy's Puget Sound and Norfolk Naval Shipyards, however, are
typically assigned the design contracts for the non-nuclear portions of the
aircraft carriers. The Company has been able to apply its engineering
capabilities in a variety of projects for the U.S. Navy, including being the
lead design yard for the Los Angeles and Seawolf-class submarines. See "Risk
Factors--Competition and Regulation."
The Company also employs its engineering capabilities to successfully secure
and complete commercial and frigate construction contracts. In this respect,
the Company is developing generic class designs and plans to minimize new
product costs, dramatically reduce cycle times for design and production, and
develop commercial ship engineering expertise through selective international
recruiting and strategic alliances.
OTHER
As part of its expansion strategy, the Company also intends to actively
pursue opportunities in the management and operation of U.S. Department of
Energy nuclear sites. The Company believes that, among other things, its
ability to effectively conduct radiological control operations and manage
large integrated sites, its world-class health, safety and environmental
practices, and its experienced personnel in the areas of Spent Nuclear Energy
("SNE") would provide for a strong foundation in pursuing such opportunities.
The Company is also forming alliances with other companies with complementary
experiences to bid on some of these site management contracts.
MATERIALS AND SUPPLIES
The principal materials used by the Company in its shipbuilding, conversion
and repair business are standard steel shapes, steel plate and paint. Other
materials used in large quantities include aluminum, copper-nickel and steel
pipe, electrical cable and fittings. The Company also purchases component
parts such as propulsion systems, boilers, generators and other equipment. All
of these materials and parts are currently available in adequate supply from
domestic and foreign sources. Generally, for all its long-term contracts, the
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Company obtains price quotations for its materials requirements from multiple
suppliers to ensure competitive pricing. In addition, through the cost
escalation provisions contained in its U.S. Government contracts, the Company
is generally protected from increases in its materials costs to the extent
that the increases in the Company's costs are in line with industry indices.
In connection with its government contracts, the Company is required to
procure certain materials and component parts from supply sources approved by
the U.S. Government. The Company has not generally been dependent upon any one
supply source; however, due largely to the consolidation of the defense
industry, there are currently several components for which there is only one
supplier. The Company believes that these sole source suppliers as well as its
overall supplier base are adequate to meet its future needs.
HEALTH, SAFETY AND ENVIRONMENTAL
In 1995, the Company became the only shipyard to be awarded the Star Award
from the Occupational Safety and Health Administration's Voluntary Protection
Program. To earn this award, the Company and its unions joined efforts and
supported the participation in the Voluntary Protection Program in which all
parties help each other to make the Company's shipyard a safer place to work.
The Company is the only shipyard and the largest single site (of any type) in
the United States to earn the Star Award; the next largest facility to earn
this award was approximately one-half the size of the Company.
The Company has also been recognized by its Local Sanitation District
(Hampton Roads Sanitation District) as a Gold Award Winner for its management
of wastes going to the local water treatment system.
The Company is subject to stringent environmental laws and regulations in
all jurisdictions in which it operates. Management of the Company believes
that the Company is in general compliance with all applicable environmental
regulations, and historical environmental compliance costs incurred by the
Company have not been significant. Like all of its competitor shipbuilders,
the Company will be required to upgrade its air emission control facilities
pursuant to recently drafted regulations under the Clean Air Act Amendments of
1990. These regulations call for a phased-in compliance program so that the
Company will incur its expenditures during the years from 1997 through 2000.
The Company's preliminary estimate of the cost of these upgrades is between
$10 million and $15 million. Although there can be no certainties, management
does not believe that future environmental compliance costs for the Company
will have a material adverse effect on the Company's financial condition or
results of operations. The Nuclear Regulatory Commission, the Department of
Energy and the Department of Defense regulate and control various matters
relating to nuclear materials handled by the Company. Subject to certain
requirements and limitations, the Company's government contracts generally
provide for indemnity by the U.S. Government for any loss arising out of or
resulting from certain nuclear risks.
PROPERTIES
The Company's facilities are located in Newport News, Virginia on
approximately 550 acres owned by the Company at the mouth of the James River,
which is part of Chesapeake Bay, the premier deep water harbor on the east
coast of the United States. The Company's shipyard is one of the most
technically advanced in the world. Its facilities include seven graving docks,
a floating dry dock, two outfitting berths and five outfitting piers. Dry Dock
12 is the largest in the Western Hemisphere, and has recently been extended to
662 meters. Dry Dock 12 is serviced by a 900 metric ton capacity gantry crane
that spans the dry dock and work platen.
The Company's shipyard also has a wide variety of other facilities including
an 11-acre all weather on-site steel fabrication shop, accessible by both rail
and transporter, a module outfitting facility which enables the Company to
assemble a ship's basic structural modules indoors and on land, machine shops
totaling 300,000 square feet, and its own school which provides a four-year
accredited apprenticeship program that trains shipbuilders.
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The Company 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. The
Company's shipbuilding facilities were originally built on dredged fill
material beginning at the southern end of the site. Over the last 100 years,
the facilities expanded northward by sequential filling. A large portion of
the fill material consists of waste generated on-site by shipbuilding
activities.
INVESTIGATIONS AND LEGAL PROCEEDINGS
Retirement Plan
Tenneco and the Company have received letters from the Defense Contract
Audit Agency (the "DCAA"), inquiring about certain aspects of the
Distributions, including the disposition of the Tenneco Inc. Retirement Plan
(the "TRP"), which covers salaried employees of the Company and other Tenneco
divisions. The DCAA has been advised that (i) the TRP will retain the
liability for all benefits accrued by the Company's employees through the
Distribution Date, (ii) the Company's employees will not accrue additional
benefits under the TRP after the Distribution Date and (iii) no liabilities or
assets of the TRP will be transferred from the TRP to any plan maintained by
the Company. A determination of the ratio of assets to liabilities of the TRP
attributable to the Company will be based on facts, assumptions and legal
issues which are complicated and uncertain; however, it is likely that the
Government will assert a claim against the Company with respect to the amount,
if any, by which the assets of the TRP attributable to the Company's employees
are alleged to exceed the liabilities. New Tenneco, with the full cooperation
of the Company, will defend against any claim by the Government, and in the
event there is a determination that an amount is due to the Government, New
Tenneco and the Company will share its obligation for such amount plus the
amount of related defense expenses, in the ratio of 80% and 20%, respectively.
Pending a final determination of any such claim, the Government may, absent an
agreement with the Company to defer the payment of the amounts claimed,
withhold all or a portion of all future progress payments due the Company
under its government contracts until it has recovered its alleged share of the
claimed amount plus interest. In the event of a claim by the Government, the
Company will diligently seek a deferral agreement with the Government;
however, there can be no assurance that the Company will be able to arrange
such an agreement and thus avoid an offset against future progress payments
pending a final determination. At this preliminary stage, it is impossible to
predict with certainty any eventual outcome regarding this matter; however,
the Company does not believe that this matter will have a material adverse
effect on its financial condition or results of operations.
CVN-76 Cost and Pricing Data Submission
In March 1995, the DCAA informed the Company that it would conduct a post-
award audit of the contract to build the aircraft carrier Reagan (CVN-76),
pursuant to federal regulations relating to defective cost and pricing data.
The audit concerns the Company's submission to the U.S. Navy of data relating
to labor and overhead costs in connection with the proposals and negotiations
relating to the CVN-76 contract. The audit is ongoing and the DCAA has not
issued its audit report. In informal discussions with DCAA auditors, however,
the DCAA auditors indicated that the $2.5 billion CVN-76 contract price should
be reduced by approximately $122 million based on an alleged submission of
defective cost and pricing data.
In addition, in May 1996, the Company received a subpoena from the Inspector
General of the Department of Defense requesting documents in connection with a
joint inquiry being conducted by the Department of Defense, the Department of
Justice, the U.S. Attorney's Office for the Eastern District of Virginia, and
the Naval Criminal Investigative Service. Like the DCAA audit, the
investigation appears to focus on whether data relating to labor and overhead
costs that the Company supplied in connection with the proposals and
negotiations relating to the CVN-76 contract were current, accurate, and
complete. In 1995, Inspector General subpoenas were also served on at least
two of the Company's consultants. The Company believes that these subpoenas
are part of this same inquiry.
The Government has not asserted any formal claims against the Company
relating to these CVN-76 contract matters. Based on the Company's present
understanding of the focus of the inquiries, it is the Company's opinion that
it has substantial defenses to claims that the Government might potentially
assert that the Company
67
<PAGE>
submitted cost or pricing data relating to its labor and overhead costs that
were not current, accurate, and complete in its proposals or during the
negotiations for the CVN-76 contract. It is the Company's intention to
vigorously assert these defenses in the event that the Government should
assert such claims. Based on the Company's present understanding of the claims
the Government might assert concerning the CVN-76 contract, the Company is of
the opinion that the ultimate resolution of such claims will not have a
material adverse effect on the financial condition or results of operations of
the Company.
However, the early stage of the investigation and audit relating to the CVN-
76 contract, and the uncertainties and vagaries attendant to such
investigations and audits and any litigation which may ultimately arise with
respect to these potential claims make it impossible to predict with certainty
any eventual outcome. Construction of the Reagan (CVN-76) is scheduled for
completion in 2002 and the contract represents a substantial portion of the
Company's current backlog of business. Depending on the outcome of the audit
and investigation, the Company could be subject, under various civil and
criminal statutes, to a reduction to the CVN-76 contract price and to fines
and other penalties, including the suspension or debarment from government
contracting work. Any of these in substantial amounts could have a material
adverse effect on the Company's financial condition and results of operations.
Pending the ultimate resolution of the investigation and audit relating to
the CVN-76 contract and to reduce the consequences of an adverse outcome, the
Company has taken steps to adjust its future progress billings on the CVN-76
contract. Although these steps will reduce the Company's cash flow pending a
final resolution, management believes these steps will not have a material
adverse effect on the Company's financial condition or results of operations.
See "Risk Factors--Profit Recognition; Government Contracting."
Other
As a general practice within the defense industry, the DCAA continually
reviews the cost accounting practices of government contractors. In the course
of those reviews, cost accounting issues are identified, discussed and
settled, or resolved through legal proceedings. In addition, various
government agencies may at any time be conducting various other investigations
or making specific inquiries. The Company is currently engaged in discussions
on several cost accounting and other matters in addition to those described
above. The Company is also a party to numerous other legal proceedings
relating to its business and operations. The Company believes that the outcome
of these cost accounting or other matters and proceedings will not have a
material adverse effect on the Company's financial condition or results of
operations.
Additionally, the Kirby Corporation ("Kirby"), an owner and operator of
several tankers with which the Company's Hvide Van Ommeren tankers (the "Van
Ommeren Tankers") will compete, has instituted three legal proceedings
effectively seeking to have construction of the Van Ommeren Tankers stopped
(the "Kirby Proceedings"). The Company is not a party to the Kirby
Proceedings. The first Kirby Proceeding, brought in the United States District
Court for the District of Columbia, was voluntarily dismissed. Kirby
Corporation v. The Honorable Frederico Pena (No. CA 96-0019). The other two
Kirby Proceedings have been consolidated and are currently pending in the
United States Court of Appeals for the Fifth Circuit. Kirby Corporation v. The
Honorable Frederico F. Pena, et al. (No. 96-20582); Kirby Corporation v. The
United States of America, et al. (No. 96-60154). Kirby alleges that the U.S.
Maritime Administration acted unlawfully in guaranteeing, pursuant to Title XI
of the Merchant Marine Act, 1936, as amended ("Title XI"), the $215 million of
ship financing bonds issued to finance the construction of the Van Ommeren
Tankers. Kirby asserts that the U.S. Maritime Administration erroneously
determined that the project is economically sound and that the entities that
will own the vessels are U.S. citizens qualified to operate the vessels in the
coastwide trade. Certain of the entities that will own the vessels have
intervened in the Kirby Proceedings to support the U.S. Department of Justice
in having the first Kirby Proceeding dismissed and in defending and seeking
the dismissal of the remaining Kirby
Proceedings. The Company believes that the Kirby Proceedings are without
merit. Based on discussions with counsel, the Company believes that, even in
the event that Kirby ultimately prevails in the Kirby Proceedings, the matter
is not likely to have a material adverse effect on the Company because the
Kirby Proceedings are expected to extend beyond the delivery dates for some or
all of the Van Ommeren Tankers and the project would be completed or near
completion.
68
<PAGE>
MANAGEMENT
BOARD OF DIRECTORS
Upon consummation of the Shipbuilding Distribution, the NNS Board will
consist of three members. Each director will serve for a term expiring at the
annual meeting of stockholders in the year indicated below and until his
successor shall have been elected and qualified. Pursuant to the Certificate
(as defined herein), the NNS Board is divided into three classes. Information
concerning the individuals who will serve as directors of NNS as of the
Distribution Date is set forth below.
Term Expiring at the 1997 Annual Meeting of Stockholders (Class I)
WILLIAM P. FRICKS has served as the President of Newport News since
September, 1994, and as its Chief Executive Officer since November, 1995. Mr.
Fricks first joined Newport News in the Industrial Engineering Department
after graduating from college in 1966. He was then appointed Controller and
Treasurer of Newport News in 1979, Vice President-Finance in 1980, Vice
President in charge of various business functions (Marketing, Human Resources
and Technical) from 1983 to 1988, Senior Vice President in 1988, Executive
Vice President in 1992, and President and Chief Operating Officer in 1994. Mr.
Fricks is 52 years old. Mr. Fricks is currently the Vice Chairman of the Board
of Directors of the American Shipbuilding Association and is on the Board of
Directors of the Virginia Manufacturers Association. On July 1, 1996, Mr.
Fricks was appointed to the Board of Visitors of the College of William and
Mary.
Term Expiring at the 1998 Annual Meeting of Stockholders (Class II)
JOSEPH J. SISCO has been a partner of Sisco Associates, a management
consulting firm, since January 1980. From 1976 until January 1980, he served
as President of The American University, and, until February 1981 he was
Chancellor of that University. Prior to 1976, Dr. Sisco was employed by the
United States Department of State for 25 years, last serving as Under
Secretary of State for Political Affairs. He is also a director of The
Interpublic Group of Companies, Inc., Raytheon Company, and Braun AG. Dr.
Sisco is 76 years old and served as a Director of Tenneco from 1977 until his
retirement from the Tenneco Board in May 1996. Prior to his retirement, he
also served as a member of the Executive Committee, the Nominating and
Management Development Committee, and as a member and the Chairman of the
Compensation and Benefits Committee of Tenneco.
Term Expiring at the 1999 Annual Meeting of Stockholders (Class III)
DANA G. MEAD 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 Alco
Standard Corporation, Baker Hughes Incorporated, Case Corporation and Textron
Inc. Mr. Mead is 60 years old and has been a director of Tenneco since April
1992. He has served as a member and Chairman of the Executive Committee and an
ex officio member of the Audit, and Nominating and Management Development
Committees of Tenneco.
69
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the persons
who will serve as executive officers of the Company after the Shipbuilding
Distribution. Each such person will be elected to the indicated office with
the Company in anticipation of the Shipbuilding Distribution and will serve at
the direction of the NNS Board and the Board of Directors of Newport News.
<TABLE>
<CAPTION>
NAME (AND AGE AT JULY EFFECTIVE
31, 1996) OFFICES HELD* DATE OF TERM
--------------------- ------------- --------------
<S> <C> <C>
William P. Fricks(52)... President and Chief Executive Officer November 1995
President and Chief Operating Officer January 1995
Executive Vice President January 1992
Senior Vice President September 1988
Thomas C.
Schievelbein(43)....... Executive Vice President--Operations October 1995
Vice President--Human Resources and Administration January 1995
Vice President--Strategy and Naval Program Development January 1994
Vice President--Naval Marketing March 1993
Director--Naval Marketing March 1992
Director--Marketing Field Office January 1990
David J. Anderson(47)... Senior Vice President and Chief Financial Officer July 1996
Thomas J. Bradburn(53).. Vice President--Finance and Corporate Controller September 1996
Vice President--Finance September 1986
Stephen B. Clarkson(59). Vice President, General Counsel and Secretary January 1991
Wylen G. Cooper(46)..... Vice President--Sourcing November 1995
William G. Cridlin,
Jr.(50)................ Vice President--Marketing January 1995
Vice President--Commercial Shipbuilding April 1992
Vice President--Manufacturing September 1988
T. Michael Hatfield(49). Vice President--Communications October 1995
Director--Public Relations November 1993
Robert C. Hoard(57)..... Vice President--Trades Management and Manufacturing October 1995
Director--Trades and Manufacturing January 1994
Director--Trades August 1993
Director--Steel Fabrication April 1991
Director--Machine Shop and Foundry June 1989
Alfred Little, Jr.(49).. Vice President--Human Resources July 1996
James A. Palmer(59)..... Vice President--Commercial Nuclear October 1995
Vice President--Engineering January 1995
Vice President--Aircraft Carriers April 1992
Director--Engineering Administration January 1991
Marc Y. E. Pelaez(50)... Vice President--Engineering August 1996
John E. Shephard,
Jr.(40)................ Vice President--Strategy and Process Innovation October 1995
Director--Strategic Planning August 1993
Patrick A. Tucker(49)... Vice President--Government Relations December 1996
George A. Wade(52)...... Vice President--Submarine and Refueling Program October 1995
Vice President--Construction January 1995
Vice President--Submarines March 1993
Director--Submarine Construction April 1992
Director--Construction Engineering January 1990
D. R. Wyatt(38)......... Treasurer September 1996
Assistant Treasurer August 1995
Manager of Finance April 1989
</TABLE>
- --------
*Unless otherwise indicated, all offices held are with the Company.
Each of the executive officers of the Company has been continuously engaged
in the business of the Company, its affiliates or predecessor companies during
the past five years except that: (i) from 1991 to 1996, David J. Anderson was
employed by RJ Reynolds Corporation, last serving in the capacity of Executive
Vice President and Chief Financial Officer; from 1987 to 1991, he was employed
by The Quaker Oats Co., last serving
70
<PAGE>
in the capacity of Senior Vice President--Finance and Customer Service; (ii)
from 1991 to 1995, Wylen G. Cooper was employed by GE Power Systems, last
serving in the capacity of Manager of Sourcing; (iii) from 1989 to 1993, T.
Michael Hatfield was employed by Lockheed Co., last serving in the capacity of
Director of Communications; (iv) from 1992 to 1996, Alfred Little, Jr. was
employed by Sun Co., last serving in the capacity of Vice President--Human
Resources and from 1988 to 1992 in the capacity of Director--Human Resources;
(v) from 1993 to 1996, Marc E. Pelaez was employed by the United States Navy,
last serving in the capacity of Chief of Naval Research; and from 1990 to 1993
in the capacity of Assistant Executive Secretary to the Assistant Secretary of
the Navy; (vi) from 1977 to 1991, John E. Shephard, Jr. was employed as an
Infantry Officer by the United States Army, last serving as Assistant G3,
Operations of the 101st Airborne Division; and from 1991 to 1993 was employed
by the U.S. Army Reserves as an Individual Mobilization Augmentee assigned to
the U.S. Military Academy faculty and to the 157th IMA Detachment in
Washington, D.C.; and (vii) from January 1996 to December 1996, Patrick A.
Tucker was and will continue to be employed by Tenneco, last serving in the
capacity of Executive Director--Government Relations, and from 1994 to 1996,
he was employed by Tenneco, serving as Director--Federal Relations; in 1993,
he was Counsel to Senator John Warner; and from 1983 to 1993 he was the
Minority Staff Director and Counsel to the U.S. Senate Armed Services
Committee.
STOCK OWNERSHIP OF MANAGEMENT
Set forth below is the ownership as of July 31, 1996 (without giving effect
to the Transaction) of the number of shares and percentage of Tenneco Common
Stock beneficially owned by (i) each director of NNS, (ii) each of the
executive officers of the Company whose names are set forth on the Summary
Compensation Table and (iii) all executive officers of the Company and
directors of NNS as a group.
<TABLE>
<CAPTION>
SHARES OF TENNECO % OF TENNECO
DIRECTORS COMMON STOCK OWNED(A)(B) COMMON STOCK OUTSTANDING
--------- ------------------------ ------------------------
<S> <C> <C>
William P. Fricks 29,324 (c)
Dana G. Mead 199,284 (c)
Joseph J. Sisco 4,148 (c)
<CAPTION>
EXECUTIVE OFFICERS
------------------
<S> <C> <C>
Thomas C. Schievelbein 14,698 (c)
Stephen B. Clarkson 11,921 (c)
James A. Palmer, Jr. 15,906 (c)
George A. Wade 14,240 (c)
All directors and
executive officers as a
group: 358,939(d) (c)
</TABLE>
- --------
(a) Each director and executive officer has sole voting and investment power
over the shares beneficially owned (or has the right to acquire shares as
set forth in note (b) below) as set forth in this column, except for (i)
shares that are held in trust for each director and executive officer
under the Tenneco restricted stock plans, and (ii) shares that executive
officers of the Company have the right to acquire pursuant to the Tenneco
stock option plans. The restricted stock and stock options were granted by
Tenneco. It is anticipated that the restricted stock held by employees
(including executive officers) will be vested prior to the Distributions.
As described in footnote (e) to the Option Grant Table, it is anticipated
that Tenneco stock options held by Company employees will be replaced by
options to purchase NNS Common Stock upon consummation of the Shipbuilding
Distribution.
(b) Includes shares that are: (i) held in trust under the Company's restricted
stock plans (at July 31, 1996, Messrs. Mead, Fricks, Schievelbein,
Clarkson, Palmer and Wade held 24,500; 6,000; 9,100; 6,800; 8,800; and
8,340 restricted shares, respectively, under the Tenneco restricted stock
plans); and (ii) subject to options, which were granted under Tenneco's
stock option plans, and are exercisable at July 31, 1996 or
71
<PAGE>
within 60 days of said date, for Messrs. Mead, Fricks, Schievelbein,
Clarkson, Palmer and Wade to purchase 133,335; 8,880; 3,100; 3,000; 2,100;
and 3,367 shares, respectively.
(c) The percent of the class of Tenneco Common Stock owned by each director
and by all executive officers and directors as a group was less than one
percent.
(d) Includes 165,903 shares of Tenneco Common Stock that are subject to
options that are exercisable by all executive officers of the Company as a
group, and includes 94,505 shares that are held in trust under the Tenneco
restricted stock plans, for all executive officers and directors of the
Company as a group.
COMMITTEES OF THE BOARD OF DIRECTORS
The NNS Board will establish four standing committees as permitted by the
By-laws, which will have the following described responsibilities and
authority:
Audit Committee. The NNS Board will establish an Audit Committee which will
have the responsibility, among other things, to (i) recommend the selection of
the Company's independent public accountants, (ii) review and approve the
scope of the independent public accountants' audit activity and extent of non-
audit services, (iii) review with management and such independent public
accountants the adequacy of the Company's basic accounting system and the
effectiveness of the Company's internal audit plan and activities, (iv) review
with management and the independent public accountants the Company's certified
financial statements and exercise general oversight of the Company's financial
reporting process and (v) review with the Company litigation and other legal
matters that may affect the Company's financial condition and monitor
compliance with the Company's business ethics and other policies.
Compensation and Benefits Committee. The NNS Board will establish a
Compensation and Benefits Committee which will have the responsibility, among
other things, to (i) establish the salary rate of officers and employees of
the Company, (ii) examine periodically the compensation structure of the
Company and (iii) supervise the welfare and pension plans and compensation
plans of the Company.
Nominating and Management Development Committee. The NNS Board will
establish a Nominating and Management Development Committee which will have
the responsibility, among other things, to (i) review possible candidates for
election to the NNS Board and recommend a slate of nominees for election as
directors at NNS' annual stockholders' meeting, (ii) review the function and
composition of the other committees of the NNS Board and recommend membership
on such committees and (iii) review the qualifications and recommend
candidates for election as officers of the Company.
Executive Committee. The NNS Board will establish an Executive Committee.
Other than matters assigned to the Compensation and Benefits Committee, the
Executive Committee will have, during the interval between the meetings of the
NNS Board, the authority to exercise all the powers of the NNS Board that may
be delegated legally to it by the NNS Board in the management and direction of
the business and affairs of the Company.
72
<PAGE>
EXECUTIVE COMPENSATION
Prior to the Shipbuilding Distribution, the Shipbuilding Business was owned
and operated by Tenneco through its direct and indirect subsidiaries and as
such, the management of the Company has been employed by Tenneco and its
direct and indirect subsidiaries. The following table sets forth the
remuneration paid by Tenneco and/or its direct and indirect subsidiaries (i)
to the President and Chief Executive Officer of the Company and (ii) to each
of the four key executive officers expected to be the most highly compensated
executive officers of the Company, other than the Chief Executive Officer,
whose salary and bonus exceeded $100,000, for the years indicated in
connection with his position with the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------------
RESTRICTED
NAME AND OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION(A)(B) YEAR SALARY(C) BONUS COMPENSATION(D) AWARDS(E) OPTIONS COMPENSATION(F)
- ------------------------ ---- --------- -------- --------------- ---------- ------- --------------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William P. Fricks(g) 1995 $323,759 $195,000 $29,591 -- 12,000 $34,680
President and Chief 1994 $276,960 $145,000 $14,156 $161,814 7,000 $35,226
Executive Officer 1993 $265,326 $125,000 $ 2,823 $139,875 0 $31,782
Thomas C. Schievelbein 1995 $188,202 $ 90,000 $ 7,188 $ 90,038 3,300 $ 9,810
Executive Vice President 1994 $125,000 $ 75,000 $ 7,829 $107,876 3,000 $ 8,288
1993 $115,000 $ 55,000 $ 2,109 $ 69,938 0 $ 6,946
David J. Anderson -- -- -- -- -- -- --
Senior Vice President
and Chief Financial
Officer(h)
Stephen B. Clarkson 1995 $200,400 $ 75,000 $ 6,664 $ 85,750 3,000 $13,287
Vice President, General 1994 $199,920 $ 84,000 $ 7,203 $ 80,907 3,000 $11,767
Counsel and Secretary 1993 $190,000 $ 60,000 $ 2,142 $ 69,938 -- $11,431
James A. Palmer, Jr. 1995 $206,760 $ 95,000 $ 6,735 $ 98,613 3,500 $31,735
Vice President 1994 $189,480 $ 95,000 $ 7,732 $107,876 3,150 $30,752
1993 $183,246 $ 80,000 $ 2,434 $102,575 -- $29,902
George A. Wade 1995 $195,960 $ 90,000 $ 6,664 $ 98,613 3,500 $24,299
Vice President 1994 $139,800 $ 95,000 $ 7,227 $107,876 3,150 $22,252
1993 $131,406 $ 80,000 $ 973 $ 95,l15 -- $ 9,946
</TABLE>
- --------
(a) William R. Phillips served as Chairman and Chief Executive Officer of
Newport News from September 13, 1994 until his retirement effective
October 31, 1995. Mr. Phillips will not serve as an executive officer of
the Company.
(b) Dana G. Mead received compensation from Tenneco for services rendered to
Newport News. Mr. Mead will continue to serve as a director of the Company
but will not serve as an executive officer of the Company.
(c) Includes base salary plus amounts paid in lieu of Company matching
contributions to the Tenneco Inc. Thrift Plan.
(d) Includes amounts attributable to (i) the value of personal benefits
provided by the Company to its executive officers, which have an aggregate
value in excess of $50,000, such as the personal use of Company owned
property, membership dues, assistance provided to such persons with regard
to financial, tax and estate planning, (ii) reimbursement for taxes and
(iii) amounts paid as dividend equivalents on performance share equivalent
units under the Company's Stock Ownership Plan ("Dividend Equivalents").
The amount of each such personal benefit that exceeds 25% of the estimated
value of the total personal benefits provided by the Company,
reimbursement for taxes and amounts paid as Dividend Equivalents to the
individuals
73
<PAGE>
named in the table was as follows: During 1995: $15,191 for reimbursement
for taxes, and $14,400 in Dividend Equivalents paid to Mr. Fricks; $7,188,
$6,664, $6,735, and $6,664, for reimbursement for taxes for Messrs.
Schievelbein, Clarkson, Palmer and Wade, respectively; During 1994: $6,130,
$2,938, $2,312, $2,841, and $2,337, for reimbursement for taxes for Messrs.
Fricks, Schievelbein, Clarkson, Palmer and Wade, respectively; During 1993:
$2,823, $2,109, $2,142, $2,434, and $973, for reimbursement for taxes for
Messrs. Fricks, Schievelbein, Clarkson, Palmer and Wade, respectively.
(e) Includes the dollar value of grants of restricted stock made pursuant to
Tenneco restricted stock plans based on the price of the Tenneco Common
Stock on the date of grant. At December 31, 1995, Messrs. Fricks,
Schievelbein, Clarkson, Palmer and Wade, held 20,000; 6,435; 6,330; 8,390;
and 7,450 restricted shares and/or performance share equivalent units,
respectively, under such plans. The value at December 31, 1995, (based on
per equivalent units held) was $992,500 for Mr. Fricks; $319,337 for Mr.
Schievelbein; $314,126 for Mr. Clarkson; $416,354 for Mr. Palmer; and
$369,706 for Mr. Wade. Dividends/Dividend Equivalents will be paid on the
restricted shares and performance share equivalent units held by each
individual.
(f) Includes amounts attributable during 1995 to benefit plans of the Company
as follows:
(1) The amounts contributed pursuant to the Tenneco Inc. Thrift Plan for
the accounts of Messrs. Fricks, Schievelbein, Clarkson, Palmer and Wade
were $9,240, $8,656, $7,500, $9,240, and $9,240 respectively.
(2) The amounts accrued under the Tenneco Inc. Deferred Compensation Plan,
together with adjustments based upon changes in the Consumer Price Index
for All Urban Households, as computed by the Bureau of Labor Statistics,
for Messrs., Fricks, Wade and Palmer were $19,662; $11,566; and $11,566,
respectively.
(3) Amounts imputed as income for federal income tax purposes under the
Company's group life insurance plan for Messrs. Fricks, Schievelbein,
Clarkson, Palmer and Wade were $5,779; $1,154; $5,787; $9,402; and
$3,493, respectively.
(g) William P. Fricks has served as President and Chief Executive Officer of
Newport News since November 1, 1995, prior to which he served as President
and Chief Operating Officer from January 24, 1995. Prior to that time, Mr.
Fricks also served as an Executive Vice President of Newport News from
January 1, 1992 and prior to which he served as a Senior Vice President
from September 1, 1988.
(h) David J. Anderson became the Company's Senior Vice President and Chief
Financial Officer on July 22, 1996 at an annual base salary of $260,000.
74
<PAGE>
OPTION GRANTS IN 1995
The following table sets forth the number of stock options to acquire
Tenneco Company Stock that were granted by Tenneco during 1995 to the persons
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(D)
--------------------------------------------------------- -----------------
% OF TOTAL EXERCISE
OPTIONS OR BASE
OPTIONS GRANTED GRANTED TO PRICE
(NO. OF EMPLOYEES PER
NAME SHARES)(A)(B)(E) IN FISCAL YEAR SHARE(C) EXPIRATION DATE 5% 10%
---- ---------------- -------------- -------- ---------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
William P. Fricks 12,000 0.8% $42.88 January 10, 2005 $323,520 $819,960
Thomas C. Schievelbein 3,300 0.2% $42.88 January 10, 2005 $ 88,968 $225,489
Stephen B. Clarkson 3,000 0.2% $42.88 January 10, 2005 $ 80,880 $204,990
James A. Palmer, Jr. 3,500 0.2% $42.88 January 10, 2005 $ 94,360 $239,155
George A. Wade 3,500 0.2% $42.88 January 10, 2005 $ 94,360 $239,155
</TABLE>
- --------
(a) The options reported in this column and in the Summary Compensation Table
consist of non-qualified options. The options become exercisable at the
rate of one-third per year on January 10, of 1996, 1997 and 1998,
respectively. As described in footnote (e) below it is anticipated that
Tenneco options held by Company employees will be replaced by options to
acquire NNS Common Stock upon consummation of the Shipbuilding
Distribution.
(b) These options provide that a grantee who delivers shares of Tenneco Common
Stock to pay the option exercise price will be granted, upon such delivery
and without further action by Tenneco, an additional option to purchase
the number of shares so delivered. These "reload" options are granted at
100% of the fair market value (as defined in the plan) on the date they
are granted become exercisable six months from that date and expire
coincident with the options they replace. Grantees are limited to 10
reload options and the automatic grant of such reload options is limited
to twice during any one calendar year.
(c) All options were granted by Tenneco at 100% of the fair market value on
the date of grant.
(d) The dollar amounts under these columns are the result of calculations for
the period from the date of grant to the expiration of the option at the
5% and 10% annual appreciation rates set by the Commission and, therefore,
are not intended to forecast possible future appreciation, if any, in the
price of Tenneco Common Stock. No gain to the optionee is possible without
an increase in price of the underlying stock. In order to realize the
potential values set forth in the 5% and 10% columns of this table, the
per share price of Tenneco Common Stock would be $69.84 and $111.21,
respectively, or 63% and 160%, respectively, above the exercise or base
price. As described in footnote (e) below, however, it is anticipated that
options to acquire Tenneco Common Stock held by Company employees will be
replaced by options to acquire NNS Common Stock upon Consummation of the
Shipbuilding Distribution.
(e) All Tenneco stock options held by employees of the Company will be
cancelled as of the Shipbuilding Distribution. The Company has adopted a
plan (the "Company Stock Ownership Plan") which is substantially similar
to the 1994 Tenneco Inc. Stock Ownership Plan. Prior to the Shipbuilding
Distribution, Tenneco will have approved the Company Stock Ownership Plan
as the sole stockholder of NNS. Options will be granted under the Company
Stock Ownership Plan as of the Shipbuilding Distribution to all employees
of the Company who formerly held Tenneco options. Each such employee will
receive options of the Company under which the excess of the fair market
value of the shares subject to the options immediately after the grant
over the aggregate option price is not more than the excess of the
aggregate fair market value of all Tenneco shares subject to his or her
Tenneco stock options immediately before such cancellation over the
aggregate option price under such Tenneco options. The terms of the
Company options will be the same as if the Tenneco options had remained
outstanding except to the extent that the Company Stock Ownership Plan
reflects legal changes adopted after the Tenneco options were granted.
These options provide that a grantee who delivers shares of Tenneco Common
Stock to pay the option exercise price will be granted, upon such delivery
and without further action by the Company, an additional option to
purchase the number of shares so delivered. These "reload" options are
granted at 100% of the fair market value (as defined in the Company Stock
Ownership Plan) on the date they are granted, become exercisable six
months from that date and expire at the same time as the options they
replace. Grantees are limited to 10 reload options and automatic grant of
such reload options is limited to twice during any one calendar year.
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OPTIONS EXERCISED IN 1995 AND 1995 YEAR-END VALUES
The following table sets forth the number of options to acquire Tenneco
Common Stock held, as of December 31, 1995, by the persons named in the
Summary Compensation Table. No options to acquire shares of Tenneco Common
Stock were exercised during 1995.
<TABLE>
<CAPTION>
TOTAL NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS HELD
AT DECEMBER 31, 1995(A) AT DECEMBER 31, 1995(A)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William P. Fricks 2,546 16,667 $1,811 $81,000
Thomas C. Schievelbein 1,000 5,300 $ -- $22,275
Stephen B. Clarkson 1,000 5,000 $ -- $20,250
James A. Palmer, Jr. 1,050 5,600 $ -- $23,625
George A. Wade 1,150 5,600 $ 850 $23,625
</TABLE>
- --------
(a) As described in footnote (e) to the Option Grant Table, the options to
acquire Tenneco Common Stock will be replaced by options to acquire NNS
Common Stock.
The following table sets forth information concerning performance based
awards made to the persons named in the Summary Compensation Table during 1995
by Tenneco.
LONG-TERM INCENTIVE PLANS
PERFORMANCE SHARE EQUIVALENT UNIT AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE
SHARES, OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
UNITS OR PERIOD UNTIL NON-STOCK PRICE BASED PLANS(A)
OTHER MATURATION OR ---------------------------------
NAME RIGHTS(B) PAYOUT(C) THRESHOLD(D) TARGET(D) MAXIMUM(D)
---- --------- ------------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
William P. Fricks 9,000 4 Years -- 4,500 9,000
</TABLE>
- --------
(a) Estimated Future Payouts are based on earnings per share ("EPS") from
continuing operations as shown in the record of progress included in the
published financial statements of the Company. Earnings per share for 1995
were $4.16 and represents achievement of 25% of the performance goal
applicable to this award. Mr. Fricks was provisionally credited with 100%
of his performance goal for 1995 and 2,250 shares were credited to his
Plan account, subject to adjustment, for payout at the end of the
performance cycle.
(b) Each performance share equivalent unit represents one share of Tenneco
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.
(c) Performance share equivalent units are earned at the rate of 25% per year
based on achievement of annual EPS goals. However, it is anticipated that
prior to the consummation of the Shipbuilding Distribution the conditions
to issuance of all shares of Tenneco Common Stock underlying the
performance share unit equivalent awards will be waived and the maximum
number of shares of Tenneco Common Stock subject thereto will be issued.
(d) 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.
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The following table sets forth the aggregate estimated annual benefits
payable upon normal retirement pursuant to the Company's Retirement Plan (the
"Retirement Plan"), the TRP and certain non-qualified structures. The Company
has not yet adopted or made a final decision on the design of its Retirement
Plan; however, it is anticipated that its Retirement Plan will be virtually
identical to the TRP and will count service with Tenneco for benefit accrual
purposes but with an offset for benefits accrued under the TRP. It is
anticipated that the Company will adopt one or more non-qualified structures
to provide employees with the benefits that would be provided under the
Retirement Plan but for applicable legal limits. The numbers set forth in the
following table assume that plans are adopted accordingly.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED PARTICIPATION
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 350,000 $ 82,500 $110,000 $137,500 $ 165,000 $ 192,500
400,000 94,300 125,700 157,100 188,600 220,000
450,000 106,100 141,400 176,800 212,100 247,500
500,000 117,900 157,100 196,400 235,700 275,000
550,000 129,600 172,900 216,100 259,300 302,500
600,000 141,400 188,600 235,700 282,900 330,000
650,000 153,200 204,300 255,400 306,400 357,000
700,000 165,000 220,000 275,000 330,000 365,000
750,000 176,800 235,700 294,600 353,600 412,500
800,000 188,600 251,400 314,300 377,100 440,000
850,000 200,400 267,100 333,900 400,700 467,500
900,000 212,100 282,900 353,600 424,300 495,000
950,000 223,900 298,600 373,200 447,900 522,500
1,000,000 235,700 314,300 392,900 471,400 550,000
</TABLE>
The benefits set forth above are computed as a straight life annuity and are
based on years of credited participation in the Retirement Plan and the
employee's average base salary during the final five years of credited
participation in the Plan; such benefits are not subject to any deduction for
Social Security or other offset amounts.
CHANGE-IN-CONTROL ARRANGEMENTS
The Company has established a severance plan for the benefit of certain
employees and officers whose position is terminated under certain
circumstances following a change in control of the Company. Under the
severance plan, key executives of the rank of Senior Vice President and above
would receive three times their annual compensation and the average of their
incentive and special awards over the last three years if they are terminated
within two years of a change in control. Certain other key employees would
receive two times their annual salaries and the average of their incentive and
special awards over the last three years if they are terminated within two
years of a change in control. Under that plan, Messrs. Fricks, Schievelbein,
Anderson, Clarkson, Palmer and Wade would have become entitled to receive
payments from the Company in the amount of $ ; $ ; $ ;
$ ; $ ; and $ , respectively, had their position been
terminated on . The Transaction is not deemed to constitute a
"change in control" for purposes of the plan.
COMPENSATION OF DIRECTORS
Following the Shipbuilding Distribution, all directors who are not also
officers of the Company will each be paid a director's fee of $25,000 per
annum, one-half in cash and one-half in restricted shares of NNS Common Stock,
and each will be paid an attendance fee of $1,000 plus expenses for each
meeting of the NNS Board and each meeting of a committee of the NNS Board
attended. Each director who serves as chairman of a committee of the NNS Board
will be paid an additional fee of $3,000 per chairmanship. Payment of all or a
portion of such fees, as adjusted by hypothetical investment performance, may
be deferred at the election of the director.
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<PAGE>
Directors who are not also officers of NNS will each receive an initial
grant of 2,000 stock options and 1,000 stock options annually. Directors who
are not also officers of NNS will each receive a one-time grant of 1,000
shares of restricted stock.
BENEFIT PLANS FOLLOWING THE SHIPBUILDING DISTRIBUTION
The Company will adopt two plans qualified under Section 401(a) of the Code:
a defined benefit pension plan and an employee stock ownership plan which will
also provide for 401(k) salary reduction contributions. It is anticipated that
the Company will adopt non-qualified plans designed to provide covered
individuals with benefits which they would receive under the qualified defined
benefit pension absent legal limitations.
Prior to the consummation of the Shipbuilding Distribution, the Company will
adopt the Company Stock Ownership Plan, which will be approved by Tenneco as
the sole stockholder of the Company. The Company Stock Ownership Plan will be
substantially similar to the Tenneco Inc. 1994 Stock Ownership Plan and will
provide for the grant of stock options, restricted stock, performance shares
and other forms of awards. The Company will adopt, and Tenneco will approve as
its sole stockholder, an employee stock purchase plan which will be
substantially similar to the Tenneco employee stock purchase plan.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
Prior to the Distribution Date, the NNS Board and Tenneco, as sole
stockholder of NNS, will approve and adopt the Restated Certificate of
Incorporation ("Certificate"), and Tenneco, as sole stockholder of NNS, will
approve and adopt the Amended and Restated By-laws ("By-laws"). Under the
Certificate, NNS' authorized capital stock will consist of 70,000,000 shares
of NNS Common Stock, and 10,000,000 shares of Preferred Stock, par value $.01
per share ("NNS Preferred Stock"). In addition, it is anticipated that the NNS
Board will adopt resolutions pursuant to the Certificate designating shares
of NNS Preferred Stock as Series A Participating Junior Preferred Stock, par
value $.01 per share, of NNS ("NNS Junior Preferred Stock") and reserving
shares of NNS Junior Preferred Stock for issuance in connection with the
Rights to be issued in connection with the Shipbuilding Distribution. No NNS
Preferred Stock will be issued in the Shipbuilding Distribution. Based on the
number of shares of Tenneco outstanding on July 31, 1996 up to approximately
34,128,892 shares of the NNS Common Stock will be issued in the Shipbuilding
Distribution.
NNS COMMON STOCK
The holders of NNS Common Stock will be entitled to one vote for each share
on all matters on which stockholders generally are entitled to vote, and
except as otherwise required by law or provided in any resolution adopted by
the NNS Board with respect to any series of Preferred Stock, the holders of
the NNS Common Stock will possess 100% of the voting power. The Certificate
does not provide for cumulative voting.
Subject to the preferential rights of any outstanding NNS Preferred Stock
which may be created by the NNS Board under the Certificate, the holders of
NNS Common Stock will be entitled to such dividends as may be declared from
time to time by the NNS Board and paid from funds legally available therefor,
and the holders of NNS Common Stock will be entitled to receive pro rata all
assets of NNS available for distribution upon liquidation. All shares of NNS
Common Stock received in the Shipbuilding Distribution will be fully paid and
nonassessable, and the holders thereof will not have any preemptive rights.
There is no established public trading market for NNS Common Stock, although
a "when issued" market is expected to develop prior to the Distribution Date.
On , 1996, the NYSE approved the listing of NNS Common Stock upon notice
of issuance.
The declaration of dividends on NNS Common Stock will be at the discretion
of the NNS Board. The NNS Board has not adopted a dividend policy as such.
Subject to legal and contractual restrictions, its decisions regarding
dividends will be based on all considerations that in its business judgment
are relevant at the time, including past and projected earnings, cash flows,
economic, business and securities market conditions and anticipated
developments concerning the Company's business and operations. For additional
information concerning the payment of dividends by NNS, see "Risk Factors --
Dividends" and "Financing."
NNS' cash flow and the consequent ability of NNS to pay any dividends on NNS
Common Stock will be substantially dependent upon the earnings and cash flow
of NNS' subsidiaries available after its debt service and the availability of
such earnings to NNS by way of dividends, distributions, loans and other
advances. The agreements relating to Senior Credit Facility contain provisions
that limit the amount of dividends that may be paid on NNS Common Stock. As of
the Distribution Date, it is expected that under the most restrictive
provisions contained in these agreements, NNS would be permitted to pay annual
dividends in excess of $ . For restrictions on payment of dividends,
see "Financing."
Under the DGCL, dividends may be paid by NNS out of "surplus" (as defined
under Section 154 of the DGCL) or, if there is no surplus, out of net profits
for the fiscal year in which the dividends are declared and/or the preceding
fiscal year. On a pro forma basis, at June 30, 1996, the Company had surplus
of
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<PAGE>
approximately $194 million (on a book value basis) for the payment of
dividends, and NNS will also be able to pay dividends out of any net profits
for the current and/or prior fiscal year, if any.
NNS PREFERRED STOCK
Under the Certificate, the NNS Board is authorized to issue NNS Preferred
Stock, in one or more series, and to fix the number of shares constituting
such series and the designation of such series, the voting powers (if any) of
the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations
or restrictions thereof, of the shares of such series. See "Antitakeover
Effects of Certain Provisions."
ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS
The Certificate, the By-laws, the Rights and Delaware statutory law contain
certain provisions that could make the acquisition of the Company by means of
a tender offer, a proxy contest or otherwise more difficult. The description
set forth below is intended as a summary only and is qualified in its entirety
by reference to the Certificate, the By-laws and the Rights Agreement which
are attached as exhibits to NNS's Registration Statement on Form 10 under the
Exchange Act relating to NNS Common Stock.
CLASSIFIED BOARD OF DIRECTORS
The Certificate provides that the NNS Board will be divided into three
classes of directors, with the classes to be as nearly equal in number as
possible. The NNS Board consists of the persons referred to in "Management--
Board of Directors" above. The Certificate provides that, of the initial
directors of NNS, approximately one-third will continue to serve until the
first succeeding annual meeting of NNS' stockholders, approximately one-third
will continue to serve until the second succeeding annual meeting of NNS's
stockholders and approximately one-third will continue to serve until the
third succeeding annual meeting of NNS' stockholders. Of the initial
directors, Mr. Fricks will serve until the first succeeding annual meeting of
NNS' stockholders, Mr. Sisco will serve until the second succeeding annual
meeting of NNS' stockholders and Mr. Mead will serve until the third
succeeding annual meeting of NNS' stockholders. At each annual meeting of NNS'
stockholders, one class of directors will be elected for a term expiring at
the third succeeding annual meeting of stockholders.
The classification of directors will have the effect of making it more
difficult for stockholders to change the composition of the NNS Board. At
least two annual meetings of stockholders, instead of one, will generally be
required to effect a change in a majority of the members of the NNS Board.
Such a delay may help ensure that NNS' directors, if confronted by a
stockholder attempting to force a proxy contest, a tender or exchange offer,
or an extraordinary corporate transaction, would have sufficient time to
review the proposal as well as any available alternatives to the proposal and
to act in what they believe to be the best interest of the stockholders. The
classification provisions will apply to every election of directors, however,
regardless of whether a change in the composition of the NNS Board would be
beneficial to NNS and its stockholders and whether or not a majority of NNS'
stockholders believe that such a change would be desirable.
The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or
otherwise attempting to obtain control of NNS, even though such an attempt
might be beneficial to NNS and its stockholders. The classification of the NNS
Board could thus increase the likelihood that incumbent directors will retain
their positions. In addition, because the classification provisions may
discourage accumulations of large blocks of NNS' stock by purchasers whose
objective is to take control of the Company and remove a majority of the
members of the NNS Board, the classification of the NNS Board could tend to
reduce the likelihood of fluctuations in the market price of NNS Common Stock
that might result from accumulations of large blocks for such a purpose.
Accordingly, stockholders could be deprived of certain
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<PAGE>
opportunities to sell their shares of NNS Common Stock at a higher market
price than might otherwise be the case.
Notwithstanding the foregoing, the Certificate provides that whenever the
holders of any one or more series of NNS Preferred Stock have the right,
voting separately as a class or series, to elect directors, such directors
will not be classified, unless expressly provided by the terms of such series
of NNS Preferred Stock.
NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES
The Certificate provides that the business and affairs of the Company will
be managed by or under the direction of a Board of Directors, consisting of
not less than three nor more than sixteen directors, the exact number thereof
to be determined from time to time by affirmative vote of a majority of the
entire Board of Directors. In addition, the Certificate provides that any
vacancy on the NNS Board that results from an increase in the number of
directors may be filled by a majority of the NNS Board then in office,
provided that a quorum is present, and any other vacancy occurring in the NNS
Board may be filled by a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director.
Under the DGCL, unless otherwise provided in the Certificate, directors
serving on a classified board may only be removed by the stockholders for
cause. The Certificate does not provide that directors may be removed without
cause.
Notwithstanding the foregoing, the Certificate provides that whenever the
holders of any one or more series of NNS Preferred Stock have the right,
voting separately as a class or series, to elect directors, the election,
removal, term of office, filling of vacancies and other features of such
directorships will be governed by the terms of the Certificate applicable
thereto.
SPECIAL MEETINGS
The By-laws provide that special meetings of stockholders will be called by
the NNS Board. Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the purposes specified in the notice of
meeting given by NNS.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND STOCKHOLDER
PROPOSALS
The By-laws establish an advance notice procedure for stockholders to make
nominations of candidates for election of directors, or to bring other
business before an annual meeting of stockholders of NNS (the "Stockholder
Notice Procedure").
The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the NNS Board, or by a stockholder who
has given timely written notice to the Secretary of NNS prior to the meeting
at which directors are to be elected, will be eligible for election as
directors of NNS. The Stockholder Notice Procedure provides that at an annual
meeting only such business may be conducted as has been brought before the
meeting by, or at the direction of, the NNS Board or by a stockholder who has
given timely written notice to the Secretary of NNS of such stockholder's
intention to bring such business before such meeting. Under the Stockholder
Notice Procedure, for stockholder notice in respect of the annual meeting of
NNS' stockholders to be timely, such notice must be delivered to the Secretary
of the NNS not less than 50 days nor more than 75 days prior to the annual
meeting; provided, however, that in the event that less than 65 days' notice
or prior public announcement of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or such public
announcement was made, whichever first occurs.
Under the Stockholder Notice Procedure, a stockholder's notice to NNS
proposing to nominate a person for election as a director must contain certain
information, including, without limitation, the identity and
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address of the nominating stockholder, the class and number of shares of stock
of NNS which are beneficially owned by such stockholder, and as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence of the person,
(ii) the principal occupation or employment of the person, (iii) the class and
number of shares of capital stock of
NNS which are beneficially owned by the person and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Rule 14A under the Exchange Act.
Under the Stockholder Notice Procedure, a stockholder's notice relating to the
conduct of business other than the nomination of directors must contain
certain information about such business and about the proposing stockholder,
including, without limitation, a brief description of the business the
stockholder proposes to bring before the meeting, the reasons for conducting
such business at such meeting, the name and address of such stockholder, the
class and number of shares of stock of NNS beneficially owned by such
stockholder, and any material interest of such stockholder in the business so
proposed. If the Chairman of the meeting determines that a person was not
nominated, or other business was not brought before the meeting, in accordance
with the Stockholder Notice Procedure, such person will not be eligible for
election as a director, or such business will not be conducted at any such
meeting, as the case may be.
By requiring advance notice of nominations by stockholders, the Stockholder
Notice Procedure will afford the NNS Board an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the NNS Board, to inform stockholders about such qualifications.
By requiring advance notice of other proposed business, the Stockholder Notice
Procedure will also provide a more orderly procedure for conducting annual
meetings of stockholders and, to the extent deemed necessary or desirable by
the NNS Board, will provide the NNS Board with an opportunity to inform
stockholders, prior to such meetings, of any business proposed to be conducted
at such meetings, together with any recommendations as to the NNS Board's
position regarding action to be taken with respect to such business, so that
stockholders can better decide whether to attend such a meeting or to grant a
proxy regarding the disposition of any such business.
Although the By-laws do not give the NNS Board any power to approve or
disapprove stockholder nominations for the election of directors or proper
stockholder proposals for action, they may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals if the proper procedures are not followed, and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposal, without regard to
whether consideration of such nominees or proposals might be harmful or
beneficial to NNS and its stockholders.
RECORD DATE PROCEDURE FOR STOCKHOLDER ACTION BY WRITTEN CONSENT
The By-laws establish a procedure for the fixing of a record date in respect
of action proposed to be taken by NNS' stockholders by written consent in lieu
of a meeting. The By-laws provide that any person seeking to have the
stockholders authorize or take corporate action by written consent without a
meeting shall by written notice addressed to the Secretary and delivered to
NNS, request that a record date be fixed for such purpose. The By-laws state
that the NNS Board may fix a record date for such purpose which shall be no
more than 10 days after the date upon which the resolution fixing the record
date is adopted by the NNS Board and shall not precede the date such
resolution is adopted. If the NNS Board fails within 10 days after NNS
receives such notice to fix a record date for such purpose, the By-laws
provide that the record date shall be the day on which the first written
consent is delivered to NNS unless prior action by the NNS Board is required
under the DGCL, in which event the record date shall be at the close of
business on the day on which the NNS Board adopts the resolution taking such
prior action. The By-laws also provide that the Secretary of NNS or, under
certain circumstances, two inspectors designated by the Secretary shall
promptly conduct such ministerial review of the sufficiency of any written
consents of stockholders duly delivered to NNS and of the validity of the
action to be taken by stockholder consent as he deems necessary or
appropriate, including, without limitation, whether the holders of a number of
shares having the requisite voting power to authorize or take the action
specified in the written consents have given consent.
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STOCKHOLDER MEETINGS
The By-laws provide that the NNS Board and the chairman of a meeting may
adopt rules for the conduct of stockholder meetings and specify the types of
rules that may be adopted (including the establishment of an agenda, rules
relating to presence at the meeting of persons other than stockholders,
restrictions on entry at the meeting after commencement thereof and the
imposition of time limitations for questions by participants at the meeting).
NNS PREFERRED STOCK
The Certificate authorizes the NNS Board to provide for series of NNS
Preferred Stock and, with respect to each such series, to fix the number of
shares constituting such series and the designation of such series, the voting
powers (if any) of the shares of such series, and the preferences and
relative, participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series.
Tenneco and the Company believe that the ability of the NNS Board to issue
one or more series of NNS Preferred Stock will provide the Company with
flexibility in structuring possible future financings and acquisitions, and in
meeting other corporate needs which might arise. The authorized shares of NNS
Preferred Stock, as well as shares of NNS Common Stock, will be available for
issuance without further action by NNS' stockholders, unless such action is
required by applicable law or the rules of any stock exchange or automated
quotation system on which the Company's securities may be listed or traded.
The NYSE currently requires stockholder approval as a prerequisite to listing
shares in several instances, including where the present or potential issuance
of shares could result in a 20% increase in the number of shares of common
stock outstanding or in the amount of voting securities outstanding. If the
approval of NNS' stockholders is not required for the issuance of shares of
NNS Preferred Stock or NNS Common Stock, the NNS Board may determine not to
seek stockholder approval.
Although the NNS Board has no intention at the present time of doing so, it
could issue a series of NNS Preferred Stock that could, depending on the terms
of such series, impede the completion of a merger, tender offer or other
takeover attempt. The NNS Board will make any determination to issue such
shares based on its judgment as to the best interests of NNS and its
stockholders. The NNS Board, in so acting, could issue NNS Preferred Stock
having terms that could discourage an acquisition attempt through which an
acquiror may be able to change the composition of the NNS Board, including a
tender offer or other transaction that some, or a majority, of NNS'
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then current
market price of such stock.
RIGHTS
The NNS Board will adopt a stockholder rights plan and cause to be issued,
with each share of NNS Common Stock to be distributed in the Shipbuilding
Distribution, one preferred share purchase right (a "Right"). Each Right will
entitle the registered holder to purchase from NNS a unit consisting of one
one-hundredth of a share (a "Unit") of NNS Junior Preferred Stock, at a price
of $50 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement"), between NNS and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agent").
Initially, the Rights will be represented by NNS Common Stock certificates,
and no separate certificates representing the Rights ("Rights Certificates")
will be distributed. The Rights will separate from the NNS Common Stock and a
distribution date (a "Rights Distribution Date") will occur upon the earlier
of (i) 10 business days following the first date of public announcement (the
"Stock Acquisition Date") that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding shares of NNS
Common Stock, (ii) 10 business days (or such later date as may be determined
by the NNS Board) following the commencement of a tender offer or
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exchange offer that would result in a person or group beneficially owning 20%
or more of such outstanding shares of NNS Common Stock or (iii) 10 business
days after the NNS Board determines that any person, alone or together with
its affiliates and associates, has become the Beneficial Owner of an amount of
NNS Common Stock which the NNS Board determines to be substantial (which
amount shall in no event be less than 10% of the shares of NNS Common Stock
outstanding) and at least a majority of the NNS Board who are not officers of
the Company, after reasonable inquiry and investigation, including
consultation with such persons as such directors shall deem appropriate, shall
determine that (a) such beneficial ownership by such person is intended to
cause NNS to repurchase the NNS Common Stock beneficially owned by such person
or to cause pressure on NNS to take action or enter into a transaction or
series of transactions intended to provide such person with short-term
financial gain under circumstances where the NNS Board determines that the
best long-term interests of NNS and its stockholders would not be served by
taking such action or entering into such transactions or series of
transactions at that time or (b) such beneficial ownership is causing or is
reasonably likely to cause a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company (any such person being referred to herein and in the
Rights Agreement as an "Adverse Person").
Until the Rights Distribution Date, (i) the Rights will be evidenced by NNS
Common Stock certificates and will be transferred with and only with such NNS
Common Stock certificates, (ii) NNS Common Stock certificates will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for NNS Common Stock outstanding
will also constitute the transfer of the Rights associated with NNS Common
Stock represented by such certificate.
The Rights will not be exercisable until the Rights Distribution Date and
will expire at the close of business on June 10, 1998 (the "Final Expiration
Date"), unless (i) earlier redeemed by NNS as described below or (ii) the
Rights Agreement is extended (with stockholder approval) as discussed below.
The Final Expiration Date is the same date on which the stockholder rights
issued under the current Tenneco's stockholder's rights plan would have
terminated, but for the Merger.
As soon as practicable after the Rights Distribution Date, Rights
Certificates will be mailed to holders of record of the NNS Common Stock as of
the close of business on the Rights Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the NNS Board, only shares of NNS Common Stock issued
prior to the Rights Distribution Date will be issued with Rights.
In the event that (i) any person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of NNS Common Stock that the
independent directors determine to be fair to and otherwise in the best
interests of NNS and its stockholders) or (ii) the NNS Board determines that a
person is an Adverse Person, each holder of a Right will thereafter have the
right to receive, upon exercise, NNS Common Stock (or, in certain
circumstances, cash, property or other securities of NNS) having a value equal
to two times the exercise price of the Right. Upon the occurrence of either of
the events set forth in the preceding sentence, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by the Acquiring Person or Adverse Person (or certain related parties)
will be null and void. Rights will not be exercisable following the occurrence
of either of such events until such time as the Rights are no longer
redeemable by NNS as set forth below.
For example, at an exercise price of $50 per Right, each Right not owned by
an Acquiring Person or by an Adverse Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $100 worth of NNS Common Stock (or other consideration, as
noted above) for $50. Assuming that NNS Common Stock had a per share value of
$20 at such time, the holder of each valid Right would be entitled to purchase
5.0 shares of NNS Common Stock for $50.
In the event that, at any time following the Stock Acquisition Date, (i) NNS
is acquired in a merger or other business combination transaction (other than
a merger meeting prescribed terms and conditions that
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follows an offer described in the second preceding paragraph) or (ii) more
than 50% of NNS' assets or earning power is sold or transferred, each holder
of a Right (except Rights that previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
The Purchase Price payable, and the number of Units of NNS Junior Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, NNS Junior Preferred Stock, (ii) if holders of NNS Junior
Preferred Stock are granted certain rights or warrants to subscribe for NNS
Junior Preferred Stock or convertible securities at less than the current
market price of NNS Junior Preferred Stock or (iii) upon the distribution to
holders of the NNS Junior Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of NNS Junior Preferred Stock
on the last trading date prior to the date of exercise.
In general, at any time until 10 business days following the Stock
Acquisition Date, NNS may redeem the Rights in whole, but not in part, at a
price of $.02 per Right. NNS may not redeem the Rights if the NNS Board has
previously declared a person to be an Adverse Person. Immediately upon the
action of the NNS Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.02 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of NNS, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not be taxable
to stockholders or to NNS, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights became exercisable for
NNS Common Stock (or other consideration) of NNS or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the duration of the Rights Agreement
and the principal economic terms of the Rights, any of the provisions of the
Rights Agreement may be amended by the NNS Board prior to the Rights
Distribution Date. After the Rights Distribution Date, the provisions of the
Rights Agreement may be amended by the NNS Board in order to cure any
ambiguity, to make changes that do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable. Notwithstanding the foregoing, unless approved by a vote of the
stockholders of NNS, the Rights Agreement may not be supplemented or amended
to alter the redemption price, the Final Expiration Date, the Purchase Price
or the number of Units for which a Right is exercisable.
The Rights Agreement is designed to protect the stockholders of NNS in the
event of unsolicited offers to acquire NNS and other coercive takeover tactics
which, in the opinion of the NNS Board, could impair its ability to represent
stockholder interests. The provisions of the Rights Agreement may render an
unsolicited takeover of NNS more difficult or less likely to occur, even
though such takeover may offer NNS' stockholders the opportunity to sell their
stock at a price above the prevailing market rate and may be favored by a
majority of NNS' stockholders.
THE FOREGOING SUMMARY OF THE TERMS OF THE RIGHTS IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, A COPY OF WHICH HAS BEEN FILED
AS AN EXHIBIT TO NNS' REGISTRATION STATEMENT ON FORM 10 UNDER THE EXCHANGE ACT
RELATING TO NNS COMMON STOCK. THE RIGHTS ARE BEING REGISTERED UNDER THE
EXCHANGE ACT, TOGETHER WITH NNS COMMON STOCK, PURSUANT TO SUCH REGISTRATION
STATEMENT. IN THE EVENT
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THAT THE RIGHTS BECOME EXERCISABLE, NNS WILL REGISTER THE SHARES OF NNS JUNIOR
PREFERRED STOCK FOR WHICH THE RIGHTS MAY BE EXERCISED, IN ACCORDANCE WITH
APPLICABLE LAW.
ANTITAKEOVER LEGISLATION
Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, a corporation shall not engage in any "business
combination" with any "interested stockholder" for a three-year period
following the time that such stockholder becomes an interested stockholder
unless (i) prior to such time, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced
(excluding certain shares) or (iii) on or subsequent to such time, the
business combination is approved by the board of directors of the corporation
and by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder. Section 203 of the
DGCL generally defines an "interested stockholder" to include (x) any person
that is the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within three years immediately prior to the relevant date and (y) the
affiliates and associates of any such person. Section 203 of the DGCL
generally defines a "business combination" to include (1) mergers and sales or
other dispositions of 10% or more of the assets of the corporation with or to
an interested stockholder, (2) certain transactions resulting in the issuance
or transfer to the interested stockholder of any stock of the corporation or
its subsidiaries, (3) certain transactions which would result in increasing
the proportionate share of the stock of the corporation or its subsidiaries
owned by the interested stockholder and (4) receipt by the interested
stockholder of the benefit (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges, or other financial benefits.
Under certain circumstances, Section 203 of the DGCL makes it more difficult
for a person who would be an "interested stockholder" to effect various
business combinations with a corporation for a three-year period, although the
certificate of incorporation or stockholder-adopted by-laws may exclude a
corporation from the restrictions imposed thereunder. Neither the Certificate
nor the By-laws exclude NNS from the restrictions imposed under Section 203 of
the DGCL. It is anticipated that the provisions of Section 203 of the DGCL may
encourage companies interested in acquiring NNS to negotiate in advance with
the NNS Board since the stockholder approval requirement would be avoided if
the NNS Board approves, prior to the time the stockholder becomes an
interested stockholder, either the business combination or the transaction
which results in the stockholder becoming an interested stockholder.
COMPARISON WITH RIGHTS OF HOLDERS OF TENNECO COMMON STOCK
Except as otherwise described herein, the provisions of the Certificate and
the By-laws (including the provisions thereof relating to the classification
of directors, the calling of special meetings of stockholders, the advance
notice requirements for stockholder nominations and proposals and the setting
of a record date for actions by written consent of stockholders in lieu of a
meeting) are substantially identical to the provisions of the Tenneco
Certificate of Incorporation (the "Tenneco Certificate") and the Tenneco By-
laws (the "Tenneco By-laws").
Capitalization
Tenneco's authorized capital stock consists of 350,000,000 shares of Tenneco
Common Stock, 15,000,000 shares of Preferred Stock, without par value
("Tenneco Preferred Stock"), and 50,000,000 shares of Junior Preferred Stock,
without par value ("Tenneco Junior Preferred Stock"). NNS's authorized capital
stock consists of 70,000,000 shares of NNS Common Stock and 10,000,000 shares
of NNS Preferred Stock.
The Tenneco Board is generally authorized to issue Tenneco Preferred Stock
and Tenneco Junior Preferred Stock in series and to fix the terms of such
series, but such authority is subject to numerous requirements and/or
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limitations relating to, among other things, the voting rights of such series
and the ability of Tenneco to pay dividends and acquire its capital stock. The
NNS Board is authorized to issue NNS Preferred Stock in series and to fix the
terms of such series, without limitation (other than as provided in the DGCL).
All series of Tenneco Preferred Stock (but not Tenneco Junior Preferred
Stock) must rank on a parity with respect to the payment of dividends. Any of
the terms of a series of NNS Preferred Stock may differ from those of any
other series.
Business Combinations
The Tenneco Certificate prohibits certain "Business Combinations" with
"Interested Stockholders" without supermajority stockholder approval unless
(i) approved by a majority of the "Continuing Directors," or (ii) certain
detailed requirements as to, among other things, the value and type of
consideration to be paid to the Tenneco stockholders, the maintenance of
Tenneco's dividend policy, the public disclosure of the Business Combination
and the absence of any major change in Tenneco's business or equity capital
structure without the approval of a majority of Continuing Directors, have
been satisfied. The Certificate contains no such restrictions on Business
Combinations.
Charter Amendments
Under the Tenneco Certificate, a majority in voting power of the outstanding
shares of voting stock is generally required to effect a charter amendment,
other than an amendment of the provisions relating to Business Combinations.
Under the Certificate, a majority in voting power of the outstanding shares of
voting stock is generally required to effect a charter amendment.
Class Voting
Under the Tenneco Certificate, approval of 66 2/3% of the outstanding shares
of Tenneco Preferred Stock or Tenneco Junior Preferred Stock, or of a series
thereof, is required for any charter amendment which adversely
affects the rights, powers or preferences of the Tenneco Preferred Stock or
Tenneco Junior Preferred Stock, or of a series thereof, as the case may be.
Under the Certificate, there is no such two-thirds approval requirement;
however, the DGCL generally requires any charter amendment that so adversely
affects a particular class or series of stock be approved by a majority of the
outstanding shares of such class or series, as the case may be.
The Tenneco Certificate requires separate class votes of Tenneco Preferred
Stock and of Tenneco Junior Preferred Stock (i) to create a class of stock
ranking senior thereto, (ii) to sell, lease, transfer or convey all or
substantially all of Tenneco's assets or (iii) to merge with another
corporation (unless Tenneco survives). No such class votes are required under
the Certificate.
Stockholder Meetings
The By-laws provide that the NNS Board and the chairman of a meeting may
adopt rules for the conduct of stockholder meetings and specify the types of
rules that may be adopted (including the establishment of an agenda, rules
relating to presence at the meeting of persons other than stockholders,
restrictions on entry at the meeting after commencement thereof and the
imposition of time limitations for questions by participants at the meeting).
Such issues are not expressly addressed by the Tenneco By-laws.
Number of Directors
Under the Tenneco By-laws, the number of directors constituting the whole
Tenneco Board is required to be not less than 8, nor more than 16, and
determined from time to time, within such limits, by the Tenneco Board. The
Certificate provides for the number of directors to be not less than 3, nor
more than 16, and
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determined from time to time, within such limits, by the NNS Board. The NNS
Board currently consists of 3 directors.
Stockholder Rights Plans
Tenneco adopted a stockholder rights plan on May 24, 1988, which was amended
and restated on October 1, 1989 (the "Tenneco Rights Plan"). Pursuant to and
in accordance with such plan, one preferred share purchase right (a "Tenneco
Right") is attached to each share of Tenneco Common Stock. Each Tenneco Right
entitles the registered holder thereof to, among other things, purchase, under
certain circumstances, from Tenneco a unit consisting of one one-hundredth of
a share of Tenneco Series A Junior Preferred Stock. Tenneco has amended the
Tenneco Rights Plan to exempt El Paso and El Paso Merger Company from becoming
an "acquiring person" thereunder, or otherwise triggering the Tenneco Rights,
solely by reason of the execution of the Merger Agreement and consummation of
the transactions contemplated thereby, and to cause the Tenneco Rights to
expire at the Merger Effective Time.
The Company will adopt the Rights Agreement. The Rights Agreement is, in all
material respects, the same as the Tenneco Rights Plan except that the
Redemption Price (as defined therein), the Final Expiration Date, the Purchase
Price and the number of one one-hundredths of a share of NNS Junior Preferred
Stock for which a Right is exercisable (which under the Tenneco Rights Plan
may not be supplemented or amended) may be supplemented or amended with
stockholder approval.
Indemnification
The Tenneco By-laws provide for mandatory indemnification for directors and
officers of Tenneco and for directors and officers of Tenneco serving as
directors and officers of other entities at the request of Tenneco to the
fullest extent permitted by the DGCL. The By-laws provide similar mandatory
indemnification except (i) such indemnification includes directors and
officers of NNS serving as directors, officers, employees or agents of another
entity at the request of NNS and (ii) suits (or parts thereof) instituted by
any such indemnitee without NNS Board approval are excluded from such
mandatory indemnification.
The By-laws also provide for mandatory advancement of expenses in defending
any proceeding for which mandatory indemnification may be available. The
Tenneco By-laws do not provide for such mandatory advancement of expenses.
Under the By-laws, persons claiming indemnification or advancement may file
suit in respect thereof if NNS does not pay such a claim within 30 days after
receipt of a written claim therefor and, if successful in whole or in part,
are entitled to be paid the expense of prosecuting such claim. The By-laws
provide that in any such action, NNS has the burden of proving that the
indemnitee is not entitled to the requested indemnification or advancement.
Such issues are not expressly addressed by the Tenneco By-laws.
Director Exculpation
Pursuant to Section 102(b)(7) of the DGCL, the Tenneco Certificate provides
that a director thereof shall not be liable to Tenneco or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Tenneco or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Certificate provides that a director of NNS shall not be liable to NNS
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter
be amended. The Certificate, therefore, affords directors of NNS the benefit
of any subsequent broadening of director exculpation permitted by the DGCL
without the need for a further charter amendment.
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Ratification
The Tenneco Certificate provides that a director of Tenneco shall not be
disqualified by his or her office from dealing or contracting with Tenneco
either as a vendor, purchaser or otherwise, nor shall any transaction or
contract of Tenneco be void or voidable by reason of the fact that any
director or any firm of which any director is a member, or any corporation of
which any director is a shareholder, officer or director, is in any way
interested in such transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either (i) by a vote
of a majority of a quorum of the Tenneco Board or of the Executive Committee
of Tenneco, without counting in such majority or quorum any director so
interested or a member of a firm so interested, or a stockholder, officer or
director of a corporation so interested, or (ii) by the written consent, or by
the vote at any stockholders' meeting, of the holders of record of a majority
of all the outstanding shares of stock of Tenneco entitled to vote, nor shall
any director be liable to account to Tenneco for any profits realized by or
from or through any such transaction or contract of Tenneco authorized,
ratified or approved as aforesaid by reason of the fact that he, or any firm
of which he is a member or any corporation of which he or she is a
stockholder, officer or director was interested in such transaction or
contract.
The Tenneco By-laws provide that any transaction questioned in any
stockholders derivative suit on the ground of lack of authority, defective or
irregular execution, adverse interest of director, officer or stockholder,
nondisclosure, miscomputation, or the application of improper principles or
practices of accounting may be ratified before or after judgment, by the
Tenneco Board or by Tenneco's stockholders. The Tenneco By-laws also provide
that, if so ratified, the transaction shall have the same force and effect as
if it had been originally duly authorized, and said ratification shall be
binding upon Tenneco and shall continue as a bar to any claim or execution of
any judgment in respect of such questioned transaction.
Such issues are expressly addressed by neither the Certificate nor the By-
laws. However, Section 144 of the DGCL provides, in relevant part, that no
contract or transaction between a corporation and one or more of its directors
or officers, or between a corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers, are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorized the contract or transaction, or solely because his, her or
their votes are counted for such purpose, if: (i) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the board of directors or the committee, and the
board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts
as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the corporation as of the time it is authorized, approved or
ratified, by the board of directors, a committee or the stockholders.
Contracts
The By-laws provide that, except as otherwise required by law, the
Certificate or the By-laws, any contracts or other instruments may be executed
and delivered in the name and on the behalf of the Company by such officer or
officers of the Company as the NNS Board may from time to time direct. The By-
laws state that such authority may be general or confined to specific
instances as the NNS Board may determine. The By-laws also provide that (i)
the Chairman of the NNS Board, the President or any Vice President may execute
bonds, contracts, deeds, leases and other instruments to be made or executed
for or on behalf of the Company, and (ii) subject to any restrictions imposed
by the Board, the Chairman of the NNS Board, the President or any Vice
President of NNS may delegate contractual powers to others under his or her
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise
of such delegated power. Such issues are not expressly addressed by the
Tenneco By-laws.
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Proxies
The By-laws provide that unless otherwise provided by resolution adopted by
the NNS Board, the Chairman of the NNS Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of NNS, in the name and on behalf of NNS, to cast the votes which NNS
may be entitled to cast as the holders of stock or other securities in any
other corporation or other entity, any of whose stock or other securities may
be held by NNS, at meetings of the holders of the stock or other securities of
such other corporation or other entity, or to consent in writing, in the name
of NNS as such holder, to any action by such other corporation or other
entity, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of NNS and under its corporate seal or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises. Such issues are not expressly addressed
by the Tenneco By-laws.
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LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
ELIMINATION OF LIABILITY OF DIRECTORS
The Certificate provides that a director of NNS will not be liable to NNS or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter
be amended. Based on the DGCL as presently in effect, a director of NNS will
not be personally liable to NNS or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to NNS or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, which
concerns unlawful payments of dividends, stock purchases or redemptions, or
(iv) for any transactions from which the director derived an improper personal
benefit.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of NNS only if he or she is a
director of NNS and is acting in his or her capacity as director, and do not
apply to officers of NNS who are not directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-laws provide that NNS will indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
thereafter 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 (a
"proceeding"), by reason of the fact that he, she, or a person for whom he or
she is the legal representative, is or was a director or officer of NNS or,
while a director or officer of NNS, is or was serving at the request of NNS as
a director, officer, employee or agent of another company 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.
The By-laws also provide that, notwithstanding the foregoing, but except as
described in the second following paragraph, NNS will 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 past thereof)
by the Indemnitee was authorized by the NNS Board.
The By-laws further provide that NNS will 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 proceeding will 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 the relevant
section of the By-laws or otherwise.
Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by NNS, the Indemnitee may file
suit to recover the unpaid amount of such claim and, if successful in whole or
in part, will be entitled to be paid the expense of prosecuting such claim.
The By-laws provide that, in any such action, NNS will have the burden of
proving that the Indemnitee is not entitled to the requested indemnification
or payment of expenses under applicable law.
The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have
or thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that NNS' obligation,
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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
company, partnership, joint venture, trust, enterprise or nonprofit entity
will be reduced by any amount such Indemnitee may collect as indemnification
or advancement of expenses from such other company, partnership, joint
venture, trust, enterprise or nonprofit enterprise, and (iii) that any repeal
or modification of the relevant provisions of the By-laws will not adversely
affect any right or protection thereunder of any Indemnitee in respect of any
act or omission occurring prior to the time of such repeal or modification.
The By-laws also expressly state that the provisions thereof will not limit
the right of NNS, 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.
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INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE BUSINESSES OF NEWPORT NEWS
Report of Independent Public Accountants................................ F-2
Combined Statements of Earnings for each of the three years in the
period ended December 31, 1995 and the six months ended June 30, 1996
and 1995............................................................... F-3
Combined Balance Sheets--December 31, 1995 and 1994 and June 30, 1996... F-4
Combined Statements of Cash Flows for each of the three years in the
period ended December 31, 1995 and the six months ended June 30, 1996
and 1995............................................................... F-5
Statements of Changes in Combined Equity for each of the three years in
the period ended December 31, 1995 and the six months ended June 30,
1996 and 1995.......................................................... F-6
Notes to Combined Financial Statements.................................. F-7
FINANCIAL STATEMENT SCHEDULE
Valuation and Qualifying Accounts....................................... S-1
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Tenneco Inc.:
We have audited the accompanying combined balance sheets of the businesses of
Newport News (see Note 1) as of December 31, 1995 and 1994, and the related
combined statements of earnings, cash flows and changes in combined equity for
each of the three years in the period ended December 31, 1995. 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 Newport News as of December 31, 1995 and 1994, and the results
of its combined operations and cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
As discussed in Note 3 to the combined financial statements, effective January
1, 1994, the businesses of Newport News changed its method of accounting for
postemployment benefits.
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 Newport News taken as a whole.
ARTHUR ANDERSEN LLP
Washington, D.C.,
October 1, 1996
F-2
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
COMBINED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER ENDED
31, JUNE 30,
---------------------- ------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ------ ------ ------ ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET SALES................................ $1,756 $1,753 $1,861 $ 915 $ 845
OPERATING COSTS AND EXPENSES............. 1,599 1,552 1,651 834 755
------ ------ ------ ----- -----
OPERATING EARNINGS....................... 157 201 210 81 90
Interest Expense, net of interest
capitalized............................. (29) (30) (36) (17) (20)
Gain on Sale of Business................. -- -- 15 -- --
Other Income (Expense), net.............. 3 (1) -- -- --
------ ------ ------ ----- -----
EARNINGS BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE.................... 131 170 189 64 70
Provision for Income Taxes............... 58 75 78 27 29
------ ------ ------ ----- -----
EARNINGS BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE.......... 73 95 111 37 41
Cumulative Effect of Change in Accounting
Principle, net of tax.................... -- (4) -- -- --
------ ------ ------ ----- -----
NET EARNINGS............................. $ 73 $ 91 $ 111 $ 37 $ 41
====== ====== ====== ===== =====
</TABLE>
The accompanying notes are an integral part of these combined statements of
earnings.
F-3
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------
JUNE 30,
(MILLIONS) 1995 1994 1996
- ---------- ------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents............................. $ 2 $ 1 $ 1
Accounts Receivable, net.............................. 67 89 125
Contracts in Process.................................. 263 184 282
Inventory............................................. 54 45 49
Notes Receivable...................................... 18 -- --
Other Current Assets.................................. 15 11 16
------ ------ ------
Total Current Assets.................................. 419 330 473
------ ------ ------
NONCURRENT ASSETS
Property, Plant and Equipment, net.................... 820 796 824
Other Assets.......................................... 141 137 155
------ ------ ------
Total Noncurrent Assets............................... 961 933 979
------ ------ ------
$1,380 $1,263 $1,452
====== ====== ======
LIABILITIES AND COMBINED EQUITY
CURRENT LIABILITIES
Trade Accounts Payable................................ $ 99 $ 63 $ 104
Accounts Payable to Tenneco........................... 67 117 73
Short-Term Debt....................................... 68 30 95
Deferred Income Taxes................................. 39 38 5
Other Accrued Liabilities............................. 165 157 155
------ ------ ------
Total Current Liabilities............................. 438 405 432
------ ------ ------
NONCURRENT LIABILITIES
Long-Term Debt........................................ 292 287 282
Postretirement Benefits............................... 101 104 103
Deferred Income Taxes................................. 138 141 140
Other Long-Term Liabilities........................... 139 127 146
Commitments and Contingencies (See Note 13)
------ ------ ------
Total Noncurrent Liabilities.......................... 670 659 671
------ ------ ------
COMBINED EQUITY (SEE NOTE 4).......................... 272 199 349
------ ------ ------
$1,380 $1,263 $1,452
====== ====== ======
</TABLE>
The accompanying notes are an integral part of these combined balance sheets.
F-4
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED ENDED
DECEMBER 31, JUNE 30,
---------------- -------------
(MILLIONS) 1995 1994 1993 1996 1995
- ---------- ---- ---- ---- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings................................. $ 73 $ 91 $111 $ 37 $ 41
Cumulative Effect of Change in Accounting
Principle................................... -- (4) -- -- --
Adjustments to Reconcile Net Earnings Before
Accounting Changes to Net Cash (Used)
Provided by Operating Activities--
Depreciation............................... 67 70 72 32 33
Deferred Income Taxes...................... (2) (46) 30 (32) --
Gain on Sale of Business................... -- -- (15) -- --
Allocated Corporate Interest, net of tax... 18 17 22 12 12
Changes in Components of Working Capital--
Decrease(Increase) in--
Accounts Receivable, net................. 22 (15) (22) (58) 18
Contracts in Process..................... (95) (20) 76 (19) (94)
Inventory................................ (9) (1) -- 5 (12)
Other Current Assets..................... (4) (6) -- (1) (2)
Increase(Decrease) in--
Trade Accounts Payable................... 36 (1) (17) 5 4
Accounts Payable to Tenneco.............. (50) 58 (69) 6 (70)
Other Accrued Liabilities................ 8 29 15 (10) 36
Other, net................................. (1) 10 12 22 16
---- ---- ---- ----- -----
Net Cash (Used) Provided by Operating
Activities.................................. 63 182 215 (1) (18)
---- ---- ---- ----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Business............... -- -- 56 -- --
Capital Expenditures......................... (77) (29) (35) (36) (29)
Other........................................ (10) -- -- (9) --
---- ---- ---- ----- -----
Net Cash (Used) Provided by Investing
Activities.................................. (87) (29) 21 (45) (29)
---- ---- ---- ----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Transfers (to) from Tenneco............. 25 (154) (241) 45 47
---- ---- ---- ----- -----
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................. 1 (1) (5) (1) --
Effect of Exchange Rate Changes on Cash and
Cash Equivalents............................ -- -- -- -- --
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD...................................... 1 2 7 2 1
---- ---- ---- ----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD... $ 2 $ 1 $ 2 $ 1 $ 1
==== ==== ==== ===== =====
CASH PAID DURING THE PERIOD FOR INCOME TAXES
(SEE NOTE 3)................................ $122 $ 53 $120 $ 9 $ 16
==== ==== ==== ===== =====
CASH PAID DURING THE PERIOD FOR INTEREST (SEE
NOTE 4)...................................... $ -- $ -- $ -- $ -- $ --
==== ==== ==== ===== =====
</TABLE>
The accompanying notes are an integral part of these combined statements of
cash flows.
F-5
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
STATEMENTS OF CHANGES IN COMBINED EQUITY
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED ENDED
DECEMBER 31, JUNE 30,
------------------- ------------
1995 1994 1993 1996 1995
---- ----- ------ ----- -----
(MILLIONS)
- ---------- (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Combined Equity, beginning of period......... $199 $ 105 $ (173) $ 272 $ 199
Net Earnings................................. 73 91 111 37 41
Net Cash Transfers (To) From Tenneco......... 25 (154) (241) 45 47
Non-Cash Transactions With Tenneco
Net Change in Allocated Corporate Debt..... (43) 140 386 (17) (63)
Allocated Corporate Interest, net of tax... 18 17 22 12 12
---- ----- ------ ----- -----
Combined Equity, end of period............... $272 $ 199 $ 105 $ 349 $ 236
==== ===== ====== ===== =====
</TABLE>
The accompanying notes are an integral part of these combined statements of
changes in combined equity.
F-6
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Basis of Presentation
The accompanying combined financial statements represent the financial
position, results of operations and cash flows for all shipbuilding operations
owned directly or indirectly by Tenneco Inc. ("Tenneco") and its subsidiaries
(see "Control" below).
Unless the context otherwise requires, as used herein, the term "Company"
refers: (i) for periods prior to the Shipbuilding Distribution (as defined
below), to Newport News Shipbuilding and Dry Dock Company ("Newport News") and
certain other consolidated subsidiaries through which Tenneco conducted its
shipbuilding business (the "Shipbuilding Business") during such period, and
(ii) for periods after the Shipbuilding Distribution, to Newport News
Shipbuilding Inc. ("NNS," formerly Tenneco InterAmerica Inc.) and its
consolidated subsidiaries, including Newport News.
Investments in 20% to 50% owned companies where the Company has the ability
to exert significant influence over operating and financial policies are
carried at cost plus equity in undistributed earnings since the date of
acquisition. Earnings recognized and distributions received from equity method
investees was not significant during any of the periods presented in the
accompanying combined financial statements. All significant transactions and
balances among combined businesses have been eliminated.
Description of Business
The Company is in the business of designing, constructing, repairing,
overhauling and refueling ships, primarily for the United States Government.
Prior to November 1993, the Company was also involved in the manufacture of
advanced electronics for maritime and other applications (see Note 5).
Except with respect to its interest in Abu Dhabi Ship Building Company, the
Company does not have significant operations or assets outside the U.S. The
largest single customer of the Company is the U.S. Government. Contract
revenues from the U.S. Government were $1,697 million (97%), $1,700 million
(97%) and $1,771 million (95%) in 1995, 1994, and 1993, respectively.
2. THE SHIPBUILDING DISTRIBUTION
On June 19, 1996, Tenneco and El Paso Natural Gas Company ("El Paso")
entered into a merger agreement pursuant to which a subsidiary of El Paso will
be merged into Tenneco (the "Merger"). The Merger is part of a larger Tenneco
reorganization (the "Transaction") which includes the distribution of the
common stock of the Company (the "Shipbuilding Distribution") and New Tenneco
Inc. ("New Tenneco"), a newly formed subsidiary of Tenneco which will hold
substantially all of the assets, liabilities and operations of Tenneco's
current automotive and packaging businesses and its administrative services
business (the "Industrial Distribution") (collectively the "Distributions"),
to the holders of Tenneco common stock. Upon completion of the Transaction,
holders of Tenneco common stock will receive equity securities of the Company,
New Tenneco and El Paso.
Prior to the Transaction, Tenneco intends to initiate a realignment of its
existing indebtedness. As part of the debt realignment, certain New Tenneco
debt will be offered in exchange for certain issues of Tenneco debt. Tenneco
will initiate tender offers for other Tenneco debt, and certain debt issues
may be defeased. These tender offers and defeasances will be financed by a
combination of new lines of credit of Tenneco, New Tenneco (which may declare
and pay a dividend to Tenneco) and the Company (which will declare and pay a
dividend of approximately $600 million to Tenneco). Upon completion of the
debt realignment, Tenneco will have responsibility for $2.65 billion of debt,
subject to certain adjustments, the Company will have responsibility for the
borrowings under its credit lines, and New Tenneco will have responsibility
for the remaining debt.
F-7
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The Transaction is subject to certain conditions, including receipt of a
favorable ruling from the Internal Revenue Service to the effect that the
Distributions and certain internal spin-off transactions will be tax-free for
federal income tax purposes and approval by Tenneco stockholders.
In order to assist in the orderly transition of the Company into a separate,
publicly held company, Tenneco intends to modify, amend or enter into certain
contractual agreements with the Company. Such agreements include a tax sharing
agreement between Tenneco and its subsidiaries (see "Income taxes" in Note 3),
an employee benefits agreement, an insurance agreement, an administrative
services agreement and other ancillary agreements. These agreements will
provide, among other things, that (i) New Tenneco will become the sole sponsor
of the Tenneco Inc. Retirement Plan, the Tenneco Inc. Thrift Plan, and various
Tenneco welfare plans, while the Company will establish new plans for its
employees subsequent to the Shipbuilding Distribution, (ii) the Company will
retain specific insurance policies which relate to its businesses and will
retain continuing rights and obligations for certain parent-company insurance
policies of Tenneco, and (iii) the Company will receive certain corporate
services, such as mainframe data processing and product purchasing services,
from New Tenneco for a specified period of time.
3. SUMMARY OF ACCOUNTING POLICIES
Control
All of the outstanding common stock of the Company is owned directly or
indirectly by Tenneco. Thus, the Company is under the control of Tenneco.
Unaudited Interim Information
The unaudited interim combined financial statements as of June 30, 1996 and
for each of the six month periods ended June 30, 1996 and 1995, 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 the Company'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.
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 the Company's assets,
liabilities, revenues and expenses. Reference is made to the "Revenue
Recognition" section of this footnote and Notes 11, 12 and 13 for additional
information on certain estimates included in the Company's combined financial
statements.
Revenue Recognition
The Company reports profits on its long-term contracts using the percentage-
of-completion method of accounting, determined on the basis of total costs
incurred to date to estimated final total costs. Losses on contracts,
including allocable general and administrative expenses, are reported when
first estimated. The performance of contracts usually extends over several
years, requiring periodic reviews and revisions of estimated final contract
prices and costs during the term of the contracts. The effect of these
revisions to estimates is included in earnings in the period the revisions are
made. Revenue arising from the claims process is not recognized either as
income or as an offset against a potential loss until it can be reliably
estimated and its realization is probable.
General and Administrative Expenses
General and administrative expenses of $254 million, $271 million and $249
million in 1995, 1994, and 1993, respectively, are included in the "Operating
Costs and Expenses" caption in the Combined Statements of
F-8
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Earnings. Of the total general and administrative expenses for 1995, 1994, and
1993, $12 million, $13 million and $13 million, respectively, represent the
Company'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 to the
Company has been based on estimated levels of effort devoted to the Company's
operations and the relative size of the Company based on revenues, gross
property and payroll. The Company's management believes the method for
allocating corporate general and administrative expenses is reasonable and
that the general and administrative expenses reflected in the accompanying
combined financial statements are generally representative of the total
general and administrative costs the Company would have incurred as a separate
public entity.
Income Taxes
The Company 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. No deferred tax
valuation allowances were recorded by the Company as of December 31, 1995 and
1994.
The Company 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. Such agreement provides,
among other things, that (i) each company in a taxable income position will be
currently charged with an amount equivalent to its federal income tax computed
on a separate return basis and (ii) each company in a tax loss position will
be reimbursed currently to the extent its deductions, including general
business credits, are utilized in the consolidated return. The income tax
amounts reflected in the combined financial statements of the Company under
the provisions of the tax sharing arrangement are not materially different
from the income taxes which would have been provided had the Company filed a
separate tax return. Under the tax sharing agreement, Tenneco pays all federal
taxes directly and bills or refunds, as applicable, its subsidiaries,
including the Company, for the applicable portion of the total tax payments.
Thus, the majority of payments made by the Company for taxes included in the
Combined Statements of Cash Flows represent payments to Tenneco.
In connection with the Distributions the current tax sharing agreement will
be cancelled and the Company will enter into a new tax sharing agreement with
Tenneco, New Tenneco and El Paso. The new tax sharing agreement will provide,
among other things, for the allocation of tax liabilities arising prior to, as
a result of, and subsequent to the Distributions. Generally, the Company will
be liable for taxes imposed on the Company and its affiliates engaged in the
shipbuilding business. Federal income taxes imposed on the combined activities
of the consolidated group will be allocated among the Company, New Tenneco,
and Tenneco in accordance with their respective share of consolidated taxable
income.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.
Accounts Receivable, net and Contracts In Process
Only amounts billed and currently due from customers are included in the
"Accounts Receivable, net" caption in the accompanying Combined Balance
Sheets. Recoverable costs and accrued earnings related to long-term contracts
on which revenue has been recognized, but billings have not been made to the
customer, are included in the "Contracts in Process" caption (See Note 6).
Accounts receivable are presented net of an allowance for doubtful accounts.
As of December 31, 1995 and 1994, the allowance for doubtful accounts
receivable was none and $8 million, respectively.
F-9
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Inventory
Inventory principally consists of raw materials and supplies which have not
been allocated to specific contracts. Inventory is stated at the lower of cost
or market. Substantially all inventory is costed using the "last-in, first-
out" method. If the first-in, first-out or average cost method of inventory
accounting had been used by the Company for all inventory, inventory would
have been approximately $8 million higher at both December 31, 1995 and 1994.
Property, Plant and Equipment, net
Property, plant and equipment is carried at cost, net of accumulated
depreciation. The Company provides for depreciation on a straight-line basis
in amounts which, in the opinion of management, are adequate to allocate the
cost of depreciable assets over their estimated useful lives. Estimated useful
lives for significant classes of assets are as follows.
<TABLE>
<S> <C>
Buildings................................................ 30 to 60 years
Machinery and equipment.................................. 8 to 45 years
</TABLE>
Total depreciation expense was $67 million, $70 million and $72 million, for
1995, 1994 and 1993, respectively. Depreciation expense is included as a
component of "Operating Costs and Expenses" in the Combined Statements of
Earnings.
Interest capitalized on constructed assets during the years ended December
31, 1995, 1994 and 1993 was $2 million, $1 million and $1 million,
respectively.
Changes in Accounting Principles
The Company adopted Statement of Financial Accounting Standards ("FAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," in the first quarter of 1996. FAS No. 121
establishes new accounting standards for measuring the impairment of long-
lived assets. The adoption of this new standard did not have any impact on the
Company's combined financial position or results of operations.
Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees, after employment but before retirement, on the accrual versus cash
basis of accounting. The Company recorded an after-tax charge of $4 million,
which was reported as a cumulative effect of change in accounting principle.
Research and Development Costs
Research and development costs are charged to "Operating Costs and Expenses"
as incurred. The amounts charged to operations during the years ended December
31, 1995, 1994 and 1993 were $20 million, $14 million and $15 million,
respectively.
Risk Management Activities
The Company periodically utilizes foreign currency contracts to hedge its
exposure to changes in foreign currency exchange rates for firm purchase
commitments. Net gains and losses on these contracts are deferred and
recognized when the offsetting gains or losses are recognized on the hedged
items. In the Combined Statements of Cash Flows, cash receipts or payments
related to these financial instruments are classified consistent with the cash
flows from the transactions being hedged.
F-10
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Foreign Currency Translation
Financial statements of equity investments in international entities 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 amounts included in the Combined Statements of
Earnings. The amount of cumulative translation adjustments is not significant
and is included in the balance sheet caption "Combined Equity."
Classification
The Company's contracts range in duration up to a period of 8 years from the
signing of the contract until delivery. Because of the varying nature of the
Company's operating cycle, and consistent with industry practice, assets and
liabilities relating to long-term contracts are classified as current,
although a portion of these amounts is not expected to be realized or paid
within one year (see Note 6).
4. 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 the Company. Changes in the "Combined Equity" caption represent
the net earnings of the Company, net cash transfers (to) from Tenneco,
cumulative translation adjustments, 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, 1995 and six months
ended June 30, 1996 and 1995.
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 the Company based on the
portion of Tenneco's investment in the Company which is deemed to be debt,
generally based upon the ratio of the Company'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 7.7%,
8.3% and 7.4% for 1995, 1994, and 1993, respectively. Total pre-tax interest
expense allocated to the Company in 1995, 1994 and 1993 was $28 million, $26
million and $34 million, respectively. The Company 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 the
Company for financial reporting on a historical basis, the Company 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 the
Company's Combined Equity. Although management believes that the historical
allocation of corporate debt and interest is reasonable, it is not necessarily
indicative of the Company's debt upon completion of the Debt Realignment nor
debt and interest that will be incurred by the Company as a separate public
entity.
Notes and Advances Receivable from Tenneco
"Cash transfers (to) from 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.
F-11
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
At December 31, 1995 and 1994, the Company had a non-interest bearing note
receivable from Tenneco totaling $965 million and $991 million, respectively,
which is payable on demand and is included as a component of the Company's
Combined Equity.
Accounts Payable to Tenneco
Certain costs are incurred by Tenneco and allocated to the Company. The
Accounts Payable to Tenneco balance consists of unpaid billings for these
allocated costs and other services. Reference is made to Note 3 for a
discussion of the types of such costs allocated to the Company.
Employee Benefits
Certain employees of the Company 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 greater 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. The Company
expects to establish similar plans for its employees after the Shipbuilding
Distribution. In connection with the Shipbuilding Distribution, outstanding
options on Tenneco common stock held by Company employees will be converted
into options of the Company so as to preserve the aggregate value of the
options held prior to the Shipbuilding Distribution.
Employees of the Company also participate in certain Tenneco postretirement
and pension plans. Reference is made in Notes 11 and 12 for a further
discussion of these plans.
5. DISPOSITION OF SPERRY MARINE BUSINESS
During November 1993, the Company disposed of its Sperry Marine business
("Sperry"), which was part of its shipbuilding segment. Sperry was involved in
the domestic and international design and manufacture of advanced electronics
for maritime and other applications. The financial amounts related to Sperry
are included in the accompanying Combined Financial Statements through the
date of disposition. The accompanying Combined Financial Statements for the
year ended December 31, 1993, also include $56 million of the total cash
proceeds of $61 million from the sale of Sperry. The remaining portion of the
cash proceeds was realized by other Tenneco entities. In addition to the cash
proceeds from the sale of Sperry, the Company received $17 million in
preferred stock of the purchaser and recognized a pre-tax gain on the total
sale of $15 million. The preferred stock of the purchaser received in the
Sperry sale was subsequently sold in late 1995 for proceeds of $18 million,
which was reflected as a short-term note receivable at December 31, 1995. The
short-term note receivable was collected in 1996.
6. CONTRACTS IN PROCESS
Contracts in process include production costs and related overhead,
including allocable general and administrative expenses, net of progress
payments of $3,023 million and $5,053 million as of December 31, 1995 and
1994, respectively. Approximately $24 million and $79 million of retainages
included in contracts in process, as of December 31, 1995 and 1994,
respectively, are not expected to be billed and collected within one year.
Under the contractual arrangements by which progress payments are received,
the U.S. Government asserts that it has a security interest in the contracts
in process identified with the related contracts.
F-12
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
7. PROPERTY, PLANT AND EQUIPMENT, NET
The major classes of property, plant and equipment (at cost) are as follows:
<TABLE>
<CAPTION>
DECEMBER 31 (MILLIONS) 1995 1994
---------------------- ------ ------
<S> <C> <C>
Land and improvements..................................... $ 26 $ 26
Buildings and improvements................................ 1,150 1,081
Machinery and equipment................................... 376 387
------ ------
1,552 1,494
Less accumulated depreciation............................. (732) (698)
------ ------
$ 820 $ 796
====== ======
</TABLE>
8. DETAIL OF OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
DECEMBER 31 (MILLIONS)
----------------------
<S> <C> <C>
Accrued vacation............................................... $ 43 $ 48
Employee payroll and benefits.................................. 40 34
Current postretirement benefits................................ 16 13
Current postemployment benefits................................ 7 7
Accrued taxes.................................................. 18 26
Other.......................................................... 41 29
---- ----
$165 $157
==== ====
</TABLE>
9. FINANCIAL INSTRUMENTS
The carrying amount and estimated fair values of the Company's financial
instruments by class are as follows:
<TABLE>
<CAPTION>
1995 1994
-------------- --------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
DECEMBER 31 (MILLIONS) ASSETS (LIABILITIES)
----------------------
<S> <C> <C> <C> <C>
Asset and liability instruments
Accounts receivable, net................. $ 67 $ 67 $ 89 $ 89
Notes receivable......................... 18 18 -- --
Preferred stock investment............... -- -- 17 18
Accounts payable (trade and to Tenneco).. (166) (166) (180) (180)
Instruments with off-balance sheet risk....
Foreign currency contracts............... -- -- -- --
</TABLE>
The fair value of accounts receivable, notes receivable, and accounts
payable in the above table was considered to be the same as or was not
determined to be materially different from the carrying amount. The short-term
and long-term debt reflected in the Combined Balance Sheets represents
corporate debt allocated to the Company for financial reporting purposes by
Tenneco. As such, an estimate of fair value has not been provided.
Preferred stock investment--The fair value of the preferred stock received
as part of the Sperry sale (see Note 5) was determined based on the proceeds
from the sale of such stock that were received in 1996.
F-13
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Foreign currency contracts--The Company periodically utilizes foreign
currency contracts to hedge certain specific foreign currency transactions,
principally the purchase of raw materials and machinery denominated in a
foreign currency. Such contracts generally mature in one year or less and the
cost of replacing these contracts in the event of nonperformance by
counterparties is not significant. At December 31, 1995 and 1994, the Company
had no significant foreign currency contracts outstanding.
10. INCOME TAXES
The Company's income before income taxes was principally domestic for all
years presented in the accompanying Combined Financial Statements. Following
is a comparative analysis of the components of the provision for income taxes:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (MILLIONS) 1995 1994 1993
---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Current--
Federal................................................ $51 $101 $40
State.................................................. 9 20 8
--- ---- ---
60 121 48
--- ---- ---
Deferred--
Federal................................................ (2) (46) 30
--- ---- ---
$58 $ 75 $78
=== ==== ===
</TABLE>
Current Federal tax expense for the years ended December 31, 1995, 1994 and
1993, include tax benefits of $10 million, $9 million and $12 million,
respectively, related to the allocation of corporate interest expense to the
Company from Tenneco. See Note 4.
The following is a reconciliation of income taxes computed using the
statutory U.S. federal income tax rate (35% for all years presented) to the
provision for income taxes reflected in the Combined Statements of Earnings:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (MILLIONS) 1995 1994 1993
---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Tax expense computed at the statutory U.S. Federal income
tax rate................................................. $46 $60 $66
State and local taxes on income, net of Federal benefit... 6 14 5
U.S. Federal income tax rate change....................... -- -- 5
Other..................................................... 6 1 2
--- --- ---
$58 $75 $78
=== === ===
</TABLE>
F-14
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The components of the Company's net deferred tax liability are as follows:
<TABLE>
<CAPTION>
DECEMBER 31 (MILLIONS) 1995 1994
---------------------- ---- ----
<S> <C> <C>
Deferred tax assets--
Postretirement benefits...................................... $ 36 $ 36
Postemployment benefits...................................... 14 15
Accrued vacation............................................. 13 14
Other........................................................ 13 7
---- ----
Total deferred tax assets.................................. 76 72
---- ----
Deferred tax liabilities--
Tax over book depreciation................................... 179 183
Long-term shipbuilding contracts............................. 62 55
Other........................................................ 12 13
---- ----
Total deferred tax liabilities............................. 253 251
---- ----
$177 $179
==== ====
</TABLE>
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
Postretirement Benefits
The Company has postretirement health care and life insurance plans which
cover its employees who meet certain eligibility requirements. For salaried
employees, the plans cover employees retiring from the Company on or after
attaining age 55 who have had at least 10 years service with the Company after
attaining age 45. For hourly employees, the postretirement benefit plans
generally cover employees who retire pursuant to one of the Company's hourly
employee retirement plans. All of these benefits may be subject to
deductibles, copayment provisions and other limitations, and the Company has
reserved the right to modify these benefits. The Company's postretirement
benefit plans are funded on a pay-as-you-go basis.
Generally, the Company, will retain liabilities with respect to the welfare
benefits of its current and former employees and their dependents.
The funded status of the postretirement benefit plans reconciles with
amounts recognized in the accompanying Combined Balance Sheets as follows:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994
- ---------- ----- -----
<S> <C> <C>
Actuarial present value of accumulated postretirement benefit
obligation at September 30:
Retirees....................................................... $ 109 $ 112
Fully eligible active plan participants........................ 24 22
Other active plan participants................................. 28 30
----- -----
Total accumulated postretirement benefit obligation.............. 161 164
Plan assets at fair value at September 30........................ -- --
----- -----
Accumulated postretirement benefit obligation in excess of plan
assets at September 30.......................................... (161) (164)
Claims paid during the fourth quarter............................ 4 3
Unrecognized reduction of prior service obligations resulting
from plan amendments............................................ (20) (11)
Unrecognized net loss resulting from plan experience and changes
in actuarial assumptions........................................ 60 55
----- -----
Accrued postretirement benefit cost at December 31............... $(117) $(117)
===== =====
</TABLE>
F-15
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The accrued postretirement 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.
The net periodic postretirement benefit cost consists of the following
components:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31 (MILLIONS) 1995 1994 1993
---------------------------------- ---- ---- ----
<S> <C> <C> <C>
Service cost for benefits earned during the year.......... $ 3 $ 3 $ 3
Interest cost on accumulated postretirement benefit
obligation............................................... 13 11 12
Net amortization of unrecognized amounts.................. 1 -- --
--- --- ---
Net periodic postretirement benefit cost.................. $17 $14 $15
=== === ===
</TABLE>
The initial weighted average assumed health care cost trend rate used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligation was 7%, 8% and 9%, 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 1995, 1994 and 1993 accumulated postretirement
benefit obligations by approximately $10 million each year and would increase
the aggregate of the service cost and interest cost components of the net
postretirement benefit cost for 1995, 1994 and 1993 by approximately $1
million, $1 million, and $2 million, respectively.
The discount rates (which are based on long-term market rates) used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligations were 7.75%, 8.25% and 7.50%, respectively.
Postemployment Benefits
The Company adopted FAS No. 112 "Employers' Accounting for Postemployment
Benefits," in the first quarter of 1994. This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual versus cash
basis of accounting. The postemployment benefit liability, which is based on
actuarial estimates, is recorded at its discounted present value, using
discount rates similar to those used for postretirement liabilities.
Implementation of this new rule
reduced 1994 net income by $4 million, net of tax benefits of $2 million,
which was reported as the cumulative effect of a change in accounting
principle.
12. PENSION PLANS
The Company has various defined benefit plans which cover substantially all
of its employees. Benefits are based on years of service and, for most
salaried employees, on final average compensation. The Company's funding
policies are to contribute to the plans amounts necessary to satisfy the
funding requirements of federal laws and regulations. Plan assets consist
principally of listed equity and fixed income securities. Certain employees of
the Company participate in the Tenneco Inc. Retirement Plan ("TRP").
New Tenneco will become the sole sponsor of the TRP after the Distributions,
and the Company will establish benefit plans for its employees. The benefits
accrued by Company employees in the TRP will be frozen as of the last day of
the calendar month including the Distributions, and New Tenneco will amend the
TRP to provide that all benefits accrued through that day by Company employees
are fully vested and non-forfeitable.
F-16
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
The funded status of the plans reconcile with amounts recognized on the
Combined Balance Sheet at December 31, 1995 and 1994, as follows:
<TABLE>
<CAPTION>
ALL PLANS
----------
(MILLIONS) 1995 1994
- ---------- ---- ----
<S> <C> <C>
Actuarial present value of benefits based on service to date and
present pay levels at September 30:
Vested benefit obligation....................................... $570 $514
Non-vested benefit obligation................................... 43 44
---- ----
Accumulated benefit obligation.................................. 613 558
Additional amounts related to projected salary increases.......... 104 92
---- ----
Total projected benefit obligation at September 30................ 717 650
Plan assets at fair value at September 30......................... 767 666
---- ----
Plan assets in excess of total projected benefit obligation at
September 30..................................................... 50 16
Contributions during the fourth quarter........................... -- --
Unrecognized net loss resulting from plan experience and changes
in actuarial assumptions......................................... 4 45
Unrecognized prior service obligations resulting from plan
amendments....................................................... 7 7
Remaining unrecognized net asset at initial application........... (49) (55)
---- ----
Prepaid pension cost at December 31............................... $ 12 $ 13
==== ====
</TABLE>
Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid pension 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.
The Company measures pension cost according to independent actuarial
valuations. The projected unit credit actuarial cost method is used to
determine pension cost for financial accounting purposes consistent with the
provisions of FAS No. 87, "Employers' Accounting for Pensions." Net periodic
pension costs for the years ended December 31, 1995, 1994 and 1993 consist of
the following components:
<TABLE>
<CAPTION>
(MILLIONS) 1995 1994 1993
- ---------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Service cost--benefits earned during the year... $23 $27 $27
Interest on prior year's projected benefit
obligation..................................... 52 50 48
Expected return on plan assets--
Actual (return) loss.......................... (132) 9 (95)
Unrecognized excess (deficiency) of actual
return over expected return.................. 65 (76) 32
---- --- ---
(67) (67) (63)
Net amortization of unrecognized amounts........ (6) (5) (6)
--- --- ---
Net pension costs............................... $ 2 $ 5 $ 6
=== === ===
</TABLE>
The weighted average discount rates (which are based on long-term market
rates) used in determining the 1995, 1994 and 1993 actuarial present value of
the benefit obligations were 7.75%, 8.25% and 7.50%. The rate of increase in
future compensation was 4.9% in 1995, 1994, and 1993. The weighted average
expected long-term
F-17
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
rate of return on plan assets was 10.0% in 1995, 1994 and 1993. Unrecognized
prior service obligations are being amortized on a straight-line basis over
the average remaining estimated service period of employees expected to
receive benefits under the plans.
13. COMMITMENTS AND CONTINGENCIES
Government Contracting
More than 90% of the Company's business involves contracting with the U.S.
Government. These contracts are subject to possible termination for the
convenience of the U.S. Government, to audit and to possible adjustments
affecting both cost-type and fixed-price contracts. Like many government
contractors, the Company has received audit reports which recommend that
certain contract prices be reduced, or costs allocated to government contracts
be disallowed, to comply with various government regulations. Some of these
audit reports involve substantial amounts. The Company has made adjustments to
its contract prices and the costs allocated to government contracts in those
cases it believes such adjustments are appropriate.
Tenneco and the Company have received letters from the Defense Contract
Audit Agency (the "DCAA"), inquiring about certain aspects of the
Distributions, including the disposition of the Tenneco Inc. Retirement Plan
(the "TRP"), which covers salaried employees of the Company and other Tenneco
divisions. The DCAA has been advised that (i) the TRP will retain the
liability for all benefits accrued by the Company's employees through the date
of the Distributions (the "Distribution Date"), (ii) the Company's employees
will not accrue additional benefits under the TRP after the Distribution Date
and (iii) no liabilities or assets of the TRP will be transferred from the TRP
to any plan maintained by the Company. A determination of the ratio of assets
to liabilities of the TRP attributable to the Company will be based on facts,
assumptions and legal issues which are complicated and uncertain; however, it
is likely that the Government will assert a claim against the Company with
respect to the amount, if any, by which the assets of the TRP attributable to
the Company's employees are alleged to exceed the liabilities. New Tenneco,
with the full cooperation of the Company, will defend against any claim by the
Government, and in the event there is a determination that an amount is due to
the Government, New Tenneco and the Company will share its obligation for such
amount plus the amount of related defense expenses, in the ratio of 80% and
20%, respectively. Pending a final determination of any such claim, the
Government may, absent an agreement with the Company to defer the payment of
the amounts claimed, withhold all or a portion of all future progress payments
due the Company under its government contracts until it has recovered its
alleged share of the claimed amount plus interest. In the event of a claim by
the Government, the Company will diligently seek a deferral agreement with the
Government; however, there can be no assurance that the Company will be able
to arrange such an agreement and thus avoid an offset against future progress
payments pending a final determination. At this preliminary stage it is
impossible to predict with certainty any eventual outcome regarding this
matter, however, the Company does not believe that this matter will have a
material adverse effect on its financial condition or results of operations.
In March 1995, the DCAA informed the Company that it would conduct a post-
award audit of the contract to build the aircraft carrier Reagan (CVN-76). The
audit concerns the Company's submission to the U.S. Navy of current, accurate
and complete data relating to labor and overhead costs submitted in connection
with the proposals and negotiations relating to the CVN-76 contract. The audit
is ongoing and the DCAA has not issued its audit report. In discussions with
the DCAA auditors, however, the DCAA auditors have indicated to Company
management that the $2.5 billion CVN-76 contract should be reduced by
approximately $122 million based on an alleged submission of defective cost
and pricing data. In addition, in May 1996, the Company received a subpoena
from the Inspector General of the Department of Defense requesting documents
in connection with a joint inquiry being conducted by the Department of
Defense, the Department of Justice, the U.S. Attorney's Office for the Eastern
District of Virginia, and the Naval Criminal Investigative Service. Like the
DCAA audit,
F-18
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
the investigation appears to focus on whether data relating to labor and
overhead costs that the Company supplied in connection with the proposals and
negotiations relating to the CVN-76 contract were current, accurate and
complete. The Government has not asserted any formal claims against the
Company related to these CVN-76 contract matters. Based on the Company's
present understanding of the focus of the inquiries, it is the Company's
opinion that it has substantial defenses to claims that the government might
potentially assert that the Company submitted cost or pricing data that was
not current, accurate and complete for the CVN-76 contract. It is the
Company's intention to vigorously assert these defenses in the event that the
Government should assert such claims. Although the ultimate outcome cannot be
predicted, based on the Company's present understanding of the claims the
Government might assert, together with defenses the Company believes are
available to it, management is of the opinion that the ultimate resolution of
this matter will not have a material adverse effect on the financial condition
or results of operations of the Company.
In addition, various government agencies may at any time be conducting other
various investigations or making specific inquiries concerning the Company.
The Company believes that the outcome of such other investigations and
inquiries will not have a material adverse effect on the Company's financial
condition or results of operations.
Significant Estimates
In 1994 and 1995, the Company entered into fixed price contracts (which
shift the risks of construction costs that exceed the contract price to the
Company) to construct four Double Eagle product rankers for affiliates of
Eletson Corporation at a price of $36 million per ship. Construction of the
first tanker is substantially complete; construction has begun on the second
tanker; and a substantial portion of the materials needed for the construction
of the three uncompleted tankers has been ordered. The Company presently
estimates that these ships will be constructed over the period ending in
February, 1998. In connection with the construction of these four tankers, the
Company has incurred or estimates it will incur costs of approximately $90
million in excess of the fixed contract prices. As of September 30, 1996, the
full amount of these excess costs has been reserved for by a charge against
income; $56.6 million in 1996 ($26.2 million through June 30), $29.7 million
in 1995 and $5.0 million in 1994. Disagreements have arisen with the
purchasers during the course of construction as to whether the first and
second ships were and are being constructed in compliance with the
specifications set forth in the contracts, and the purchasers sent letters to
the Company purporting to invoke the procedures set forth in the contracts for
resolution of this situation and requested that the Company in the interim
stop construction on the ships. The Company saw no reason to stop construction
on the ships because of its confidence that the ships will be in compliance
with all contract and classification society requirements. The purchasers have
withdrawn both their invocation of the dispute resolution procedures under the
contracts and their request that the Company cease further construction of the
ships. Discussions between the Company and the purchasers to date have
resulted in the resolution of a significant number of these disagreements,
although some remain unresolved and are the subject of further discussions. No
assurances can be given as to the effect the resolution of these remaining
disagreements will have on the Company (although the Company does not believe
such resolution will materially and adversely affect it) or the extent to
which the remaining work on these contracts can be completed without further
disagreements with the purchasers or the incurrence of additional losses in
excess of current estimates, although the Company currently believes it can
complete the four ships within the current estimate of cost.
In 1995, the Company entered into fixed price contracts with limited
liability companies comprised principally of Hvide Partners, L.P. and an
affiliate of Van Ommeren International BV to construct an additional five
Double Eagle product tankers having a somewhat different design for the
domestic Jones Act market at a current average price of $43.4 million per
ship. The Company is in the process of completing its design work on these
ships and expects to begin construction in the first half of 1997. These ships
are scheduled for delivery in 1998. The Company presently estimates that it
will break even on these ships on a aggregate basis, but there can be no
assurance that the costs incurred in constructing these ships will not exceed
the contract prices for them.
F-19
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Contracting with the U.S. Government can also result in the Company filing a
Request for Equitable Adjustment ("REA") in connection with a contract. REAs
represent claims against the U.S. Government for changes in the original
contract specifications and resulting delays and disruption in contract
performance. All major REAs filed by the Company in connection with its
contracts, have been settled as of June 1996 for approximately the same amount
recorded previously by the Company. Through 1995, costs of $18 million had
been recognized on the Sealift REA in excess of the adjudicated REA price.
Cost growth of $36 million that was not recoverable through that REA has been
recognized in the first half of 1996. Due to uncertainties inherent in the
estimation process these contract completion costs could be increased in the
future by $0 to $10 million. The first of two Sealift ships was delivered in
August 1996. Management expects this contract to be substantially complete by
the end of the first quarter of 1997.
Litigation
The Company is also a defendant in other matters of varying nature. In the
opinion of management, the outcome of these proceedings should not have a
material adverse effect on the financial position or results of operations of
the Company.
Capital Commitments
The Company estimates that expenditures aggregating approximately $90
million will be required after December 31, 1995, to complete facilities and
projects authorized at such date, and substantial commitments have been made
in connection therewith.
Lease Commitments
The Company holds certain equipment under long-term operating leases. Future
minimum lease payments under existing operating leases as of December 31,
1995, are $1 million for 1996.
Rent expense recognized for the years ended December 31, 1995, 1994 and
1993, was $14 million, $14 million and $16 million, respectively.
F-20
<PAGE>
THE BUSINESSES OF NEWPORT NEWS
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
EARNINGS
BEFORE
INCOME EARNINGS
TAXES & BEFORE
CUMULATIVE CUMULATIVE
EFFECT OF EFFECT OF
CHANGE IN CHANGE IN
NET OPERATING ACCOUNTING ACCOUNTING NET
(MILLIONS) SALES EARNINGS PRINCIPLE PRINCIPLE EARNINGS
- ---------- ------ --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
1996
1st Quarter..................... $ 476 $ 41 $ 32 $19 $19
2nd Quarter..................... 439 40 32 18 18
------ ---- ---- --- ---
$ 915 $ 81 $ 64 $37 $37
====== ==== ==== === ===
1995
1st Quarter..................... $ 421 $ 44 $ 37 $20 $20
2nd Quarter..................... 424 46 39 21 21
3rd Quarter..................... 445 35 29 17 17
4th Quarter..................... 466 32 26 15 15
------ ---- ---- --- ---
$1,756 $157 $131 $73 $73
====== ==== ==== === ===
1994
1st Quarter..................... $ 403 $ 48 $ 41 $23 $19
2nd Quarter..................... 464 53 46 28 28
3rd Quarter..................... 424 52 44 25 25
4th Quarter..................... 462 48 39 19 19
------ ---- ---- --- ---
$1,753 $201 $170 $95 $91
====== ==== ==== === ===
</TABLE>
Reference is made to the Notes 1, 2 and 3 and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained elsewhere
in this Information Statement for items affecting quarterly results.
F-21
<PAGE>
SCHEDULE II
THE BUSINESSES OF NEWPORT NEWS
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 DEDUCTIONS AT END
DESCRIPTION OF YEAR EXPENSES ACCOUNTS (NOTE) OF YEAR
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful
Accounts Deducted from
Assets to Which it
Applies:
Year Ended December 31,
1995.................. $8 $-- $-- $ 8 $--
=== === === === ===
Year Ended December 31,
1994.................. $2 $ 6 $-- $-- $ 8
=== === === === ===
Year Ended December 31,
1993.................. $3 $ 2 $-- $ 3 $ 2
=== === === === ===
</TABLE>
Note: Includes uncollectible accounts, net of recoveries, on accounts
previously written-off.
S-1
<PAGE>
APPENDIX E
262 APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation,
who has otherwise complied with subsection (d) of this section and who has
neither voted in favor of the merger or consolidation nor consented thereto in
writing pursuant to (S) 228 of this title shall be entitled to an appraisal by
the Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to (S)(S) 251 (other than a merger effected pursuant to
subsection (g) of (S) 251), 252, 254, 257, 258, 263, or 264 of this title:
(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock,
or depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the holders of the surviving corporation as
provided in subsection (f) of (S) 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
(S)(S) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect
thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on
a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more than
2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under (S) 253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all
E-1
<PAGE>
or substantially all of the assets of the corporation. If the certificate of
incorporation contains such a provision, the procedures of this section,
including those set forth in subsections (d) and (e) of this section, shall
apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are
available pursuant to subsections (b) or (c) hereof that appraisal rights
are available for any or all of the shares of the constituent corporations,
and shall include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation,
a written demand for appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to (S) 228 or
(S) 253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within twenty days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only to be sent to each stockholder who is entitled to appraisal
rights and who has demanded appraisal of such holder's shares in accordance
with this subsection. An affidavit of the secretary or assistant secretary
or of the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given; provided that,
if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the
day on which the notice is given.
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the
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value of the stock of all such stockholders. Notwithstanding the foregoing,
at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand
for appraisal and to accept the terms offered upon the merger or
consolidation. Within 120 days after the effective date of the merger or
consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which
demands for appraisal have been received and the aggregate number of
holders of such shares. Such written statement shall be mailed to the
stockholder within 10 days after his written request for such a statement
is received by the surviving or resulting corporation or within 10 days
after expiration of the period for delivery of demands for appraisal under
subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If
the petition shall be filed by the surviving or resulting corporation, the
petition shall be accompanied by such a duly verified list. The Register in
Chancery, if so ordered by the Court, shall give notice of the time and
place fixed for the hearing of such petition by registered or certified
mail to the surviving or resulting corporation and to the stockholders
shown on the list at the addresses therein stated. Such notice shall also
be given by 1 or more publications at least 1 week before the day of the
hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The
forms of the notices by mail and by publication shall be approved by the
Court, and the costs thereof shall be borne by the surviving or resulting
corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become
entitled to appraisal rights. The Court may require the stockholders who
have demanded an appraisal for their shares and who hold stock represented
by certificates to submit their certificates of stock to the Register in
Chancery for notation thereon of the pendency of the appraisal proceedings;
and if any stockholder fails to comply with such direction, the Court may
dismiss the proceedings as to such stockholder.
(h) After determining the stockholders entitled to an appraisal, the
Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to
be paid upon the amount determined to be the fair value. In determining
such fair value, the Court shall take into account all relevant factors. In
determining the fair rate of interest, the Court may consider all relevant
factors, including the rate of interest which the surviving or resulting
corporation would have had to pay to borrow money during the pendency of
the proceeding. Upon application by the surviving or resulting corporation
or by any stockholder entitled to participate in the appraisal proceeding,
the Court may, in its discretion, permit discovery or other pretrial
proceedings and may proceed to trial upon the appraisal prior to the final
determination of the stockholder entitled to an appraisal. Any stockholder
whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has
submitted his certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that he is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation
to the stockholders entitled thereto. Interest may be simple or compound,
as the Court may direct. Payment shall be so made to each such stockholder,
in the case of holders of uncertificated stock forthwith, and the case of
holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of this
State or of any state.
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(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and
the fees and expenses of experts, to be charged pro rata against the value
of all the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or
to receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a
date which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed
within the time provided in subsection (e) of this section, or if such
stockholder shall deliver to the surviving or resulting corporation a
written withdrawal of his demand for an appraisal and an acceptance of the
merger or consolidation, either within 60 days after the effective date of
the merger or consolidation as provided in subsection (e) of this section
or thereafter with the written approval of the corporation, then the right
of such stockholder to an appraisal shall cease. Notwithstanding the
foregoing, no appraisal proceeding in the Court of Chancery shall be
dismissed as to any stockholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation.
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APPENDIX F
Lazard Freres & Co. llc
30 Rockefeller Plaza
New York, N.Y. 10020
----
Telephone (212) 632-6000 New York
Facsimile (212) 632-6060
June 19, 1996
The Board of Directors
Tenneco Inc.
1275 King Street
Greenwich, CT 06831
Dear Members of the Board:
We understand that Tenneco Inc. (the "Company") proposes to reorganize (the
"Reorganization") itself by distributing to its shareholders all the shares of
common stock of a new corporation ("Automotive/ Packaging") to be composed of
the Company's automotive and packaging business and all the shares of common
stock of a new corporation ("Newport News") to be composed of the Company's
Newport News shipbuilding business, and immediately thereafter, pursuant to an
Agreement and Plan of Merger dated as of June 19, 1996 (including the exhibits
thereto, collectively the "Merger Agreement") between El Paso Natural Gas
Company ("El Paso"), the Company and a newly formed wholly-owned subsidiary of
El Paso ("El Paso Subsidiary"), merging (the "Merger") the Company (which at
that point will be composed of the Company's energy business ("Energy") and
certain discontinued operations and related contingent liabilities) with El
Paso Subsidiary. In the Merger, the shares of the Common Stock, the $4.50
Cumulative Preferred Stock and the $7.40 Cumulative Preferred Stock of the
Company will be converted into shares of common stock of El Paso as provided
in the Merger Agreement. We understand that under certain circumstances set
forth in the Merger Agreement, the consideration to be paid in connection with
the Merger would consist of common stock and preferred stock of El Paso. The
shares of common stock of Auotmotive/Packaging, Newport News and El Paso (or
common and preferred stock of El Paso, as the case may be) to be received by
shareholders of the Company in connection with the Reorganization are referred
to herein collectively as the "Consideration".
You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of the Company of the Consideration. In connection
with this opinion, we have:
(i) Reviewed the financial terms and conditions of the form of the
Distribution Agreement included as an exhibit to the Merger Agreement among
the Company, Tenneco Interamerica Inc. and Automotive/ Packaging (including
the exhibits thereto, collectively the "Distribution Agreement") pursuant
to which shares of Automotive/Packaging and Newport News are to be
distributed, the Debt Realignment Plan relating to the Reorganization
attached as Exhibit B to the Merger Agreement (the "Debt Realignment Plan")
and the Merger Agreement;
(ii) Analyzed certain historical business and financial information
relating to the Company and El Paso;
(iii) Reviewed various financial forecasts and other data provided to us
by the Company and El Paso relating to each of their respective businesses;
(iv) Held discussions with members of the senior managements of the
Company and El Paso with respect to the businesses and prospects of the
Company and El Paso, respectively, the strategic objectives of each, and
possible benefits which might be realized following the Reorganization;
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(v) Reviewed public information with respect to certain other companies
in lines of businesses we believe to be generally comparable to the
businesses of the Company and El Paso;
(vi) Reviewed the financial terms of certain business combinations
involving companies in lines of businesses we believe to be generally
comparable to those of the businesses of the Company and in other
industries generally;
(vii) Reviewed the historical stock prices and trading volumes of the
common stock of the Company and El Paso; and
(viii) Conducted such other financial studies, analyses and
investigations as we deemed appropriate.
We have relied upon the accuracy and completeness of the foregoing
information, and have not assumed any responsibility for any independent
verification of such information or any independent valuation or appraisal of
any of the assets or liabilities of the Company or El Paso. With respect to
financial forecasts, we have assumed that they have been reasonably prepared
on bases reflecting the best currently available estimates and judgments of
management of the Company and El Paso as to the future financial performance
of the Company and El Paso. We assume no responsibility for and express no
view as to such forecasts or the assumptions on which they are based.
Further, our opinion is necessarily based on economic, monetary, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.
In rendering our opinion, we have assumed that the Reorganization will be
consummated on the terms described in the Distribution Agreement, the Debt
Realignment Plan and the Merger Agreement, without any waiver of any material
terms or conditions by the Company and that obtaining the necessary
regulatory, corporate and other approvals and consents for the Reorganization
will not have an adverse effect on Energy, Automotive/ Packaging, Newport News
or El Paso. Specifically, we have assumed that the terms of any El Paso
preferred stock that may be issued in connection with the Merger will be as
contemplated in the Merger Agreement, including that it will trade at par upon
its issuance and that the El Paso common stock and El Paso preferred stock
will have the same value in the aggregate as the El Paso common stock would
have had if the consideration in connection with the Merger consisted solely
of El Paso common stock. We are not expressing any opinion as to the prices at
which the shares of Automotive/Packaging, Newport News or El Paso will trade
when issued to the Company's shareholders.
We have also assumed that the distribution of shares of Automotive/Packaging
and Newport News pursuant to the Distribution Agreement will be tax-free
distributions under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code"), the Merger will qualify as a reorganization under
Section 368(a)(1)(B) of the Code and the other transfers described in the
Corporate Restructuring Transaction (as defined in the Distribution Agreement)
will qualify as tax-free transfers under Sections 332, 351, 355 and 368 of the
Code.
Lazard Freres & Co. llc is acting as financial advisor to the Company in
connection with the Reorganization and will receive a fee for our services
upon the occurrence of the Reorganization. We have in the past provided, and
are currently providing, investment banking services to the Company and its
affiliates, for which we have been or will be paid customary fees. Mr. W.
Michael Blumenthal, a senior advisor to our firm, is a member of the Company's
Board of Directors.
Our engagement and the opinion expressed herein are solely for the benefit
of the Company's Board of Directors and are not on behalf of, and are not
intended to confer rights or remedies upon, El Paso, any shareholders of the
Company, Energy, Automotive/Packaging or Newport News or any other person. It
is understood that this letter may not be disclosed or otherwise referred to
without our prior written consent, except as may otherwise be required by law
or by a court of competent jurisdiction.
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Based on and subject to the foregoing, we are of the opinion that the
Consideration is fair to the shareholders of the Company from a financial point
of view.
Very truly yours,
Lazard Freres & Co. llc
/s/ Gerald Rosenfeld
By ____________________________
Gerald Rosenfeld
Managing Director
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APPENDIX G
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
277 PARK AVENUE, NEW YORK, NEW YORK 10172 . (212) 892-3000
June 27, 1996
Board of Directors
El Paso Energy Corporation
One Paul Kayser Center
100 North Stanton Street
El Paso, TX 79901
Dear Sirs:
You have requested our opinion as to the fairness from a financial point of
view to El Paso Energy Corporation (the "Company") and its common shareholders
of the consideration to be paid by the Company pursuant to the terms of the
Agreement and Plan of Merger dated as of June 19, 1996, (the "Agreement")
between the Company and Tenneco Inc. ("Tenneco"). Certain terms used herein
have the meaning set forth in the Agreement.
Pursuant to the Agreement, a wholly owned subsidiary of the Company will be
merged (the "Merger") with and into Tenneco, subject to certain conditions. If
(i) the Merger is approved (the "Tenneco Stockholders' Approvals") by the
holders of a majority of the outstanding shares of (a) common stock (the
"Tenneco Common Stock"), par value $5.00 per share of Tenneco and (b) the
$4.50 Cumulative Preferred Stock of Tenneco (the "$4.50 Preferred Stock") and
the $7.40 Cumulative Preferred Stock of Tenneco (the "$7.40 Preferred Stock")
(collectively, the "Tenneco Preferred Stock") voting together as a class, and
(ii) the issuance, pursuant to the Agreement, of additional shares of common
stock (the "Company Common Stock"), par value $3.00 per share, is approved
(the "Company Stockholders' Approval") by the holders of a majority of
outstanding Company Common Stock, all issued and outstanding shares (other
than shares being canceled pursuant to the Agreement) of Tenneco Common Stock
and Tenneco Preferred Stock will be converted, on the terms and conditions set
forth in the Agreement, into the right to receive shares of Company Common
Stock having an aggregate value of $750 million, subject to adjustment, as
provided in the Agreement. If, however, the Tenneco Stockholders' Approvals
are obtained but Company Shareholders' Approval is not obtained, all issued
and outstanding shares (other than shares being canceled pursuant to the
Agreement) of Tenneco Common Stock and Tenneco Preferred Stock will be
converted, on the terms and conditions set forth in the Agreement, into the
right to receive an aggregate of 7 million shares of Company Common Stock and
such number of shares of Adjustable Rate Cumulative Preferred Stock of the
Company, which, together with such 7 million shares of Company Common Stock,
will have an aggregate value of $750 million, subject to adjustment, as
provided in the Agreement.
As contemplated by the Agreement, prior to the Merger, Tenneco will
distribute to the holders of Tenneco Common Stock all of its common equity
interest in the Industrial Business and the Shipbuilding Business pursuant to
the Distribution Agreement to be attached as Exhibit A to the Agreement (the
"Spin-offs"). Additionally, the Agreement contemplates that Tenneco will issue
$250 million of New Preferred Stock and at the effectiveness of the Merger
have outstanding indebtedness of up to $2.4 billion which, along with certain
liabilities associated with Tenneco's previously discontinued operations, will
remain obligations of Tenneco following consummation of the Merger. The terms
and conditions of the Merger, the Spin-offs and the transactions contemplated
thereby are more fully described in the Agreement and the exhibits thereof.
In arriving at our opinion, we have reviewed the Agreement dated as of June
19, 1996, and the exhibits thereto and financial and other information that
was publicly available or furnished to us by the Company and Tenneco,
including information provided during discussions with their respective
managements and certain financial forecasts of Tenneco and the Company
prepared by the management of Tenneco or the Company, as the case may be. In
addition, we have (i) compared certain financial and securities data of the
Company with
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various other companies whose securities are traded in public markets, (ii)
reviewed prices paid in certain other business combinations (iii) reviewed the
historical stock prices and trading volumes of the common stock of the Company
and (iv) conducted such other financial studies, analyses and investigations
as we deemed appropriate for purposes of this opinion.
In rendering our opinion, we have relied upon and assumed the accuracy,
completeness and fairness of all of the financial and other information that
was available to us from the public sources, that was provided to us by the
Company and Tenneco or their respective representatives, or that was otherwise
reviewed by us. In particular, we have relied upon the views and judgments of
the management of the Company as to (i) the impact of regulatory matters and
customer relationships on the business of Tenneco, (ii) the amount of
liabilities associated with Tenneco's previously discontinued operations and
(iii) the amount and timing of synergies achievable as a result of the Merger.
In addition, we have assumed that (i) the Spin-offs, (ii) the Debt Realignment
Plan and (iii) the offering and sale or distribution of the New Preferred
Stock each are consummated prior to the Merger. With respect to the financial
forecasts supplied to us, we have assumed that they have been reasonably
prepared on a basis reflecting the best currently available estimates and
judgments of the management of the Company and Tenneco as to the future
operating and financial performance of the Company and Tenneco. We have not
assumed any responsibility for making any independent evaluation of Tenneco's
assets or liabilities or for making any independent verification of any of the
information reviewed by us. We have relied as to all legal matters on advice
of counsel to the Company.
Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as
of, the date of this letter. It should be understood that, although subsequent
developments may affect this opinion, we do not have any obligation to update,
revise or reaffirm this opinion. We are expressing no opinion herein as to the
recoverability of gas supply realignment costs of Tenneco or the amount of
liabilities to be assumed by the Company related to the discontinued
operations of Tenneco. We have not been requested to and do not express any
opinion regarding the financial impact of the amounts recovered or assumed, as
the case may be, on Tenneco or the Company and the effect, if any, of such
actual amounts on the fairness to the Company from a financial point of view
of the consideration to be paid in the proposed merger. In addition, we are
expressing no opinion herein as to the prices at which the Company Common
Stock or, if issued, the Adjustable Rate Preferred Stock, will actually trade
at any time. Our opinion does not constitute a recommendation to any
shareholder as to how such shareholder should vote in connection with the
proposed Merger.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.
Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the consideration to be paid by the Company pursuant to
the Agreement is fair to the Company and its common shareholders from a
financial point of view.
Very truly yours,
Donaldson, Lufkin & Jenrette
Securities Corporation
/s/ Ralph Eads
By: ____________________________
Ralph Eads
Managing Director
cc: Mr. Gary P. Cooperstein/FRIED, FRANK, ET AL
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APPENDIX H
FORM OF
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TENNECO INC.
TENNECO INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Company"), DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company
resolutions were adopted setting forth proposed amendments to the Certificate
of Incorporation of said Company, as amended as of such date (the "Certificate
of Incorporation"), declaring said amendments to be advisable and directing
that the amendment be considered at a special meeting of the stockholders of
the Company. The resolutions setting forth the proposed amendments are as
follows:
RESOLVED, that the Board of Directors of the Company hereby approves and
declares it advisable that the Certificate of Incorporation of the Company be
amended (the "Amendment") by (i) deleting Subsection 1 of Part II of Article
FOURTH thereof in its entirety and inserting the paragraph set forth below in
lieu thereof, (ii) deleting Subsections 2, 3 and 4 of Part II of Article
FOURTH thereof in their entirety, and (iii) renumbering Subsection 5 of Part
II of Article FOURTH thereof as Subsection 2:
"1. The Board of Directors of the Company is hereby expressly authorized,
by resolution or resolutions thereof, to provide, out of the unissued
shares of Junior Preferred Stock, for series of Junior Preferred Stock and,
with respect to each such series, to fix the number of shares constituting
such series and the designation of such series, the voting powers (if any)
of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series. The powers, preferences and relative, participating, optional and
other special rights of each series of Junior Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding."
SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, (i) a special meeting of the stockholders of the Company was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware (the "DGCL"), at which meeting
holders of a majority of the outstanding stock entitled to vote thereon
(except for the holders of the Company's outstanding Junior Preferred Stock),
as required by the DGCL and the Certificate of Incorporation, voted in favor
of the amendment and (ii) the holders of the shares of the Company's
outstanding Junior Preferred Stock unanimously consented, in accordance with
Section 228 of the DGCL, to the adoption of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, said Tenneco Inc. has caused this Certificate to be
signed by [ ], as [ ], this th day of , 1996.
TENNECO INC.
By:__________________________________
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL provides that a corporation may indemnify directors
and officers as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
in connection with specified actions, suits, or proceedings whether civil,
criminal, administrative, or investigative (other than action by or in the
right of the corporation--a "derivative action"), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement, or otherwise.
Article X of the By-laws of El Paso requires indemnification to the full
extent permitted under Delaware law as from time to time in effect. Subject to
any restrictions imposed by Delaware law, the By-laws of El Paso provide an
unconditional right to indemnification for all expense, liability, and loss
(including attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered
by any person in connection with any actual or threatened proceeding
(including, to the extent permitted by law, any derivative action) by reason
of the fact that such person is or was serving as a director, officer, or
employee of El Paso, or that, being or having been such a director or officer
or an employee of El Paso, such person is or was serving at the request of El
Paso as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, including an employee
benefit plan. The By-laws of El Paso also provide that El Paso may, by action
of its Board of Directors, provide indemnification to its agents with the same
scope and effect as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.
Article 10 of El Paso's Restated Certificate of Incorporation, as amended,
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability
of directors, a director of El Paso shall not be liable to El Paso or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any amendment to or repeal of such Article 10 shall not adversely affect any
right or protection of a director of El Paso for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.
El Paso maintains directors' and officers' liability insurance which
provides for payment, on behalf of the directors and officers of El Paso and
its subsidiaries, of certain losses of such persons (other than matters
uninsurable under law) arising from claims, including claims arising under the
Act, for acts or omissions by such persons while acting as directors or
officers of El Paso and/or its subsidiaries, as the case may be.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<C> <S>
*2.A --Agreement and Plan of Merger, dated as of June 19, 1996, as amended
and restated, among El Paso Natural Gas Company, El Paso Merger Com-
pany and Tenneco Inc. (attached as Appendix B to the Joint Proxy
Statement-Prospectus).
2.B --Form of Distribution Agreement, by and among Tenneco Inc., New
Tenneco Inc. and Newport News Shipbuilding Inc. (including the forms
of agreements attached as exhibits thereto) (attached as Appendix A
to the Joint Proxy Statement-Prospectus).
*2.C --Agreement between Tenneco Inc. and El Paso, dated June 19, 1996, re-
lating to consulting services.
3(i) --Restated Certificate of Incorporation of El Paso, dated January 22,
1992 (incorporated by reference from the Form 10-K, No. 1-2700, filed
January 29, 1992); Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock of El Paso, dated
July 7, 1992 (incorporated by reference from the Form 10-K, No. 1-
2700, filed February 3, 1993).
3(ii) --By-laws of El Paso, as amended April 1, 1996 (incorporated by refer-
ence from the Form 10-Q, No. 1-2700, filed May 15, 1996).
*3(iii) --Form of Certificate of Designation of Powers, Preference and Rights
of the Adjustable Rate Cumulative Preferred Stock.
*3(iv) --Form of Deposit Agreement for the Adjustable Rate Cumulative Pre-
ferred Stock.
4.A.1 --Specimen Certificate for shares of Common Stock $3.00 par value, of
El Paso (incorporated by reference from the Form 8-A, No. 1-2700,
filed February 13, 1992).
*4.A.2 --Specimen Certificate for the Adjustable Rate Cumulative Preferred
Stock.
4.B.1 --Indenture, dated as of March 1, 1987, between El Paso and Citibank,
N.A., Trustee, with respect to El Paso's 8 5/8% Debentures due 2012
(incorporated by reference from the Form S-3, No. 33-34284, filed
April 20, 1990); Supplemental Indenture, dated December 24, 1991 (in-
corporated by reference from the Form 10-K, No. 1-2700, filed January
29, 1992).
4.B.2. --Indenture, dated as of August 1, 1987, between El Paso and Citibank,
N.A., Trustee, with respect to El Paso's 9.45% Notes due 1999 (incor-
porated by reference from the Form S-3, No. 33-34284, filed April 20,
1990); Supplemental Indenture, dated December 24, 1991 (incorporated
by reference from the Form 10-K, No. 1-2700, filed January 29, 1992).
4.B.3 --Indenture, dated as of January 1, 1992, between El Paso and
Citibank, N.A., Trustee, with respect to El Paso's 6.90% Notes due
1997, 7 3/4% Notes due 2002 and 8 5/8% Debentures due 2022 (incorpo-
rated by reference from the Form 10-K, No. 1-2700, filed January 29,
1992).
4.C --Shareholder Rights Plan (incorporated by reference from the Form 10-
Q, No. 1-2700, filed November 12, 1992).
*5 --Opinion of Fried, Frank, Harris, Shriver & Jacobson regarding the
validity of the securities.
*8 --Opinion of Jenner & Block regarding tax matters.
10.A --Mojave Pipeline General Partnership Agreement by and among El Paso
Mojave Pipeline Co., HNG Mojave, Inc., and Pacific Interstate Mojave
Company, dated as of March 26, 1985 (incorporated by reference from
the Form 10-Q, No. 1-2700, filed May 15, 1985); Amendment No. 1 to
General Partnership Agreement, dated as of September 29, 1986 (incor-
porated by reference from the Form 10-Q, No. 1-2700, filed November
14, 1991).
10.B --Lease, dated May 27, 1982, between El Paso and First Capital Kayser
Center (incorporated by reference from the Form 10-Q, No. 1-2700
filed November 14, 1991).
10.C --Transportation Service Agreement as Amended and Restated, effective
November 1, 1993, between El Paso and Pacific Gas and Electric Com-
pany (incorporated by reference from the Form 10-K, No. 1-2700, filed
January 26, 1995).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.D --Transportation Service Agreement as Amended and Restated, effective
July 16, 1993, between El Paso and Southern California Gas Company (in-
corporated by reference from the Form 10-K, No. 1-2700, filed January
26, 1995). Letter Agreement and revised Exhibits A and B to the Trans-
portation Service Agreement, effective January 1, 1996 (incorporated by
reference from the Form 10-Q, No. 1-23700, filed May 15, 1996).
10.E --Transportation Service Agreement, dated August 9, 1991, and effective
September 1, 1991, between El Paso and Southwest Gas Corporation for
service to Arizona; Transportation Service Agreement, dated August 9,
1991, and effective September 1, 1991, between El Paso and Southwest
Gas Corporation for service to Nevada (incorporated by reference from
the Form 10-Q, No. 1-2700, filed November 14, 1991); Amendatory Agree-
ment and replacement of Exhibit B to Transportation Service Agreement,
dated August 9, 1991, and effective May 8, 1992, between El Paso and
Southwest Gas Corporation for service to Nevada (incorporated by refer-
ence from the Form 10-K, No. 1-2700, filed February 3, 1993); Exhibit B
to the Transportation Service Agreement, dated August 9, 1991, and ef-
fective March 1, 1994, between El Paso and Southwest Gas Corporation
for service to Arizona (incorporated by reference from the Form 10-K,
No. 1-2700, filed January 26, 1995).
10.F --Credit Agreement among Mojave Pipeline Company and Deutsche Bank AG,
New York Branch, and Swiss Bank Corporation, New York Branch, individu-
ally and as Agents, and the Banks named therein, dated as of September
30, 1991, and the following documents related thereto: Sponsor Perfor-
mance Agreement among El Paso and Deutsche Bank AG, New York Branch, as
Collateral Agent and Deutsche Bank AG, New York Branch and Swiss Bank
Corporation, New York Branch, as Agents, dated as of September 30,
1991; Partner Performance Agreement among El Paso Mojave Pipeline Co.
and Deutsche Bank AG, New York Branch, as Collateral Agent and Deutsche
Bank AG, New York Branch and Swiss Bank Corporation, New York Branch,
as Agents, dated September 30, 1991; Pledge Agreement made by El Paso
Mojave Pipeline Co. with and to Deutsche Bank AG, New York Branch (as
Collateral Agent) for the Secured Creditors, dated as of September 30,
1991; $90,000,000 Note dated September 30, 1991, executed by Mojave
Pipeline Company and payable to Deutsche Bank AG, New York Branch;
$90,000,000 Note dated September 30, 1991, executed by Mojave Pipeline
Company and payable to Swiss Bank Corporation, New York Branch (incor-
porated by reference from the Form 10-Q, No. 1-2700, filed November 14,
1991); Syndication and replacement of Notes with a $52,750,000 Note
dated September 30, 1991, executed by Mojave Pipeline Company and pay-
able to Swiss Bank Corporation, New York Branch; a $40,000,000 Note
dated September 30, 1991, executed by Mojave Pipeline Company and pay-
able to Deutsche Bank AG, New York Branch; a $30,000,000 Note dated
September 30, 1991, executed by Mojave Pipeline Company and payable to
Banque Indosuez; a $20,000,000 Note dated September 30, 1991, executed
by Mojave Pipeline Company and payable to the Sumitomo Bank, Limited,
Houston Agency; a $20,000,000 Note dated September 30, 1991, executed
by Mojave Pipeline Company and payable to the Bank of Nova Scotia; a
$17,250,000 Note dated September 30, 1991, executed by Mojave Pipeline
Company and payable to Credit Lyonnais Cayman Islands Branch (incorpo-
rated by reference from the Form 10-K, No. 1-2700 , filed January 29,
1992). First Amendment to Credit Agreement, dated as effective December
23, 1992, among Mojave Pipeline Company and Deutsche Bank AG, New York
Branch and Swiss Bank Corporation, New York Branch; Amendment to Spon-
sor and Partner Performance Agreements entered into effective as of De-
cember 23, 1992; Syndication and replacement of Note for $52,750,000
payable to Swiss Bank Corporation, New York Branch and Note for
$17,250,000 payable to Credit Lyonnais Cayman Islands Branch with a
$40,000,000 Note dated September 30, 1991, executed by Mojave Pipeline
Company and payable to Swiss Bank Corporation, New York Branch; and a
$30,000,000 Note dated September 30, 1991, executed by Mojave Pipeline
Company and payable to Credit Lyonnais Cayman Islands Branch. Second
Amendment to Credit Agreement, dated as effective June 1, 1993, among
Mojave Pipeline Company and Deutsche Bank AG, New York Branch and Swiss
Bank Corporation, New York Branch; Amendment and Ratification of Part-
ner Documents dated as effective June 1, 1993, among EPNG Mojave, Inc.
and El Paso Mojave Pipeline Co. and Deutsche Bank AG, New York Branch
and Swiss Bank Corporation, New York Branch (incorporated by reference
from
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
the Form 10-Q, No. 1-2700, filed August 16, 1993). Replacement of
$30,000,000 Note dated September 30, 1991, executed by Mojave Pipeline
Company and payable to Banque Indosuez with a $30,000,000 Note dated
September 30, 1991, executed by Mojave Pipeline Company and payable to
Bank of Scotland (incorporated by reference from the Form 10-Q,
No. 1-2700, filed May 13, 1994).
10.G --Master Separation Agreement and documents related thereto, dated Janu-
ary 15, 1992, by and among Burlington Resources Inc., El Paso and Merid-
ian Oil Holding, Inc., including Exhibits (incorporated by reference
from the Form 10-K, No. 1-2700, filed January 29, 1992).
10.H --Omnibus Compensation Plan, dated as of January 1, 1992 (incorporated by
reference from the Amendment No. 1 to Form S-2, No. 33-45369, filed Feb-
ruary 27, 1992).
10.I --1995 Incentive Compensation Plan, effective as of January 13, 1995 (in-
corporated by reference from the Form S-8, No. 33-57553, filed February
2, 1995); Amendment No. 1 to El Paso's 1995 Incentive Compensation Plan,
effective as of July 21, 1995 (incorporated by reference from the Form
10-Q, No. 1-2700, filed July 21, 1995). Amendment No. 2 to the 1995 In-
centive Plan, effective January 1, 1996 (incorporated by reference from
the Form 10-K, No. 1-2700, filed March 15, 1996).
10.J --1995 Compensation Plan for Non-Employee Directors, effective as of Jan-
uary 13, 1995 (incorporated by reference from the Form S-8, No. 33-
57553, filed February 2, 1995).
10.K --Stock Option Plan for Non-Employee Directors, dated as of January 1,
1992 (incorporated by reference from the Amendment No. 1 to Form S-2,
No. 33-45369, filed February 27, 1992).
10.L --1995 Omnibus Compensation Plan, effective as of January 13, 1995 (in-
corporated by reference from the Form S-8, No. 33-57553, filed February
2, 1995); Amendment No. 1 to El Paso's 1995 Omnibus Compensation Plan,
effective as of July 21, 1995 (incorporated by reference from the Form
10-Q, No. 1-2700, filed July 21, 1995).
10.M --Omnibus Compensation Plan for Management Employees, Amended and Restat-
ed, effective as of April 12, 1996 (incorporated by reference from the
Form 10-Q, No. 1-2700, filed May 15, 1996).
10.N --Supplemental Benefits Plan, Amended and Restated Effective as of Janu-
ary 13, 1995 (incorporated by reference from the Form 10-K, No. 1-2700,
filed January 26, 1995).
10.O --Senior Executive Survivor Benefit Plan, effective January 1, 1992 (in-
corporated by reference from the Amendment No. 1 to Form S-2, No. 33-
45369, filed February 27, 1992).
10.P --Deferred Compensation Plan, Amended and Restated Effective as of Janu-
ary 13, 1995 (incorporated by reference from the Form 10-K, No. 1-2700,
filed January 26, 1995).
10.Q --Retirement Income Plan for Non-Employee Directors, Amended and Restated
Effective as of January 13, 1995 (incorporated by reference from the
Form 10-K, No. 1-2700, filed January 26, 1995).
10.R --Key Executive Severance Protection Plan, Amended and Restated Effective
as of January 13, 1995 (incorporated by reference from the Form 10-K,
No. 1-2700, filed January 26, 1995).
10.S --Director Charitable Award Plan, Amended and Restated Effective as of
January 13, 1995 (incorporated by reference from the Form 10-K, No. 1-
2700, filed January 26, 1995). Amendment No. 1 to the Director Charita-
ble Award Plan effective as of January 22, 1996. (incorporated by refer-
ence from the Form 10-K, No. 1-2700, filed March 15, 1996).
10.T --Employment Agreement, dated July 31, 1992, between El Paso and William
A. Wise (incorporated by reference from the Form 10-K, No. 1-2700, filed
February 3, 1993). Amendment to Employment Agreement dated January 29,
1996 between El Paso and William A. Wise (incorporated by reference from
the Form 10-K, No. 1-2700, filed March 15, 1996.)
10.U --Letter Agreement, dated February 22, 1991, between El Paso and Britton
White, Jr. (incorporated by reference from the Form 10-K, No. 1-2700,
filed February 3, 1993).
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
10.V --Letter Agreement, dated January 13, 1995, between El Paso and William
A. Wise (incorporated by reference from the Form 10-K, No. 1-2700,
filed January 26, 1995).
10.W --Amended and Restated Limited Liability Company Agreement of Aguaytia
Energy, LLC entered into November 30, 1995, by and among The Maple Gas
Corporation del Peru Ltd., The Maple Gas Corporation, P.I.D.C.
Aguaytia, L.L.C., EPED Aguaytia Company, IGC Aguaytia Partners, L.L.C.,
Scudder Latin American Power I-P L.D.C., and PMDC Aguaytia, Ltd. (in-
corporated by reference from the Form 10-K, No. 1-2700, filed March 15,
1996). First Amendment to Amended and Restated Limited Liability Com-
pany Agreement of Aguaytia Energy, LLC, dated January 19, 1996, and
Second Amendment to Amended and Restated Limited Liability Company
Agreement of Aguaytia Energy, LLC, dated March 12, 1996 (incorporated
by reference from the Form 10-Q, No. 1-2700, filed May 15, 1996). Third
Amendment to Amended and Restated Limited Liability Company Agreement
of Aguaytia Energy, LLC, dated May 10, 1996 (incorporated by reference
from the Form 10-Q, No. 1-2700, filed August 14, 1996).
10.X --Participation and Credit Agreement, dated as of February 9, 1995,
among El Paso, El Paso New Chaco Company, State Street Bank and Trust
Company, as Trustee, Chemical Bank, as Agent, the Note Holders Signato-
ries and the Certificate Holder Signatories (without exhibits and
schedules, except for the schedule of defined terms), and the following
documents related thereto: Lease Agreement, dated as of February 9,
1995, between State Street Bank and Trust Company and El Paso New Chaco
Company; Support Agreement, dated as of February 9, 1995, between State
Street Bank and Trust Company and El Paso New Chaco Company; Support
Agreement, dated as of February 9, 1995, between El Paso New Chaco Com-
pany and State Street Bank and Trust Company; Guaranty Agreement by El
Paso in favor of Chemical Bank, as Agent, and each of the Participants
as of February 9, 1995; Sponsor Agreement by El Paso in favor of State
Street Bank and Trust Company as of February 9, 1995; Mortgage, Assign-
ment, Security Agreement and Financing Statement, executed February 7,
1995, between State Street Bank and Trust Company (Mortgagor) and Chem-
ical Bank Company and Chemical Bank, as Agent, dated February 9, 1995
(incorporated by reference from the Form 10-Q, No. 1-2700, filed April
28, 1995).
10.Y --Letter dated February 4, 1992 between El Paso and Michael C. Holland
(incorporated by reference from the Form 10-K, No. 1-2700, filed March
15, 1996).
10.Z --$400,000,000 and $100,000,000 Revolving Credit and Competitive Advance
Facility agreements, each dated as of May 31, 1996, between El Paso,
Chemical Bank and certain other banks (incorporated by reference from
the Form 10-Q, No. 1-2700, filed August 14, 1996).
10.AA --Reimbursement and Loan Agreement dated as of April 30, 1996, between
Sam II Equity Funding, LLC and NationsBank of Texas, N.A. Relating to
the Samalayuca Project; El Paso Guaranty dated as of April 30, 1996
(incorporated by reference from the Form 10-Q, No. 1-2700, filed August
14, 1996).
10.AB --El Paso Energy Corporation Strategic Stock Plan, effective as of June
19, 1996 (incorporated by reference from the Form 10-Q, No. 1-2700,
filed August 14, 1996).
12 --Ratio of earnings to combined fixed charges and preferred stock divi-
dends.
21 --Subsidiaries of El Paso (incorporated by reference from the Form 10-K,
No. 1-2700, filed March 15, 1996).
23.A --Consent of Lazard Freres & Co. LLC.
23.B --Consent of Donaldson, Lufkin & Jenrette Securities Corporation.
*23.C --Consent of Fried, Frank, Harris, Shriver & Jacobson (contained in Ex-
hibit 5).
*23.D --Consent of Jenner & Block (contained in Exhibit 8).
23.E1 --Consent of Arthur Andersen LLP.
23.E2 --Consent of Arthur Andersen LLP.
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S>
23.F --Consent of Coopers & Lybrand L.L.P.
23.G --Consent of Ernst & Young LLP.
+24.1 --Power of Attorney.
24.2 --Power of Attorney.
+99 --Form of Proxy.
</TABLE>
- --------
*To be filed by amendment.
+Previously filed.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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 the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(2) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
(3) That every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(4) 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 Act 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 Act and will be governed by the final
adjudication of such issue.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of El Paso, State of Texas, on October 18, 1996.
EL PASO NATURAL GAS COMPANY
/s/ H. Brent Austin
By: _________________________________
H. BRENT AUSTIN
ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates as indicated.
SIGNATURE TITLE DATE
Chairman of the
* Board, Chief October 18,
- ------------------------------------- Executive Officer 1996
WILLIAM A. WISE and Director
Executive Vice
/s/ H. Brent Austin President and Chief October 18,
- ------------------------------------- Financial Officer 1996
H. BRENT AUSTIN
Vice President,
* Chief Accounting October 18,
- ------------------------------------- Officer, Controller 1996
JEFFREY I. BEASON and Treasurer
* Director October 18,
- ------------------------------------- 1996
BYRON ALLUMBAUGH
Director October 18,
- ------------------------------------- 1996
EUGENIO GARZA LAGUERA
* Director October 18,
- ------------------------------------- 1996
JAMES F. GIBBONS
II-7
<PAGE>
SIGNATURE TITLE DATE
* Director October 18,
- ------------------------------------- 1996
BEN F. LOVE
* Director October 18,
- ------------------------------------- 1996
KENNETH L. SMALLEY
Director October 18,
- ------------------------------------- 1996
MALCOLM WALLOP
/s/ H. Brent Austin
*By: ___________________________
H. Brent Austin
Attorney-in-Fact
II-8
<PAGE>
SCHEDULE II
THE BUSINESSES OF TENNECO ENERGY
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
DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful
Accounts Deducted from
Assets to Which it
Applies:
Year Ended December 31,
1995.................. $21 $26 $ 9 $ 7 $49
=== === === === ===
Year Ended December 31,
1994.................. $37 $ 2 $ 2 $20 $21
=== === === === ===
Year Ended December 31,
1993.................. $15 $23 $ 3 $ 4 $37
=== === === === ===
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
*2.A --Amended and Restated Agreement and Plan of Merger,
dated as of October , 1996, between El Paso Natural
Gas Company, El Paso Merger Company and Tenneco Inc.
(attached as Appendix B to the Joint Proxy Statement-
Prospectus).
*2.B --Form of Distribution Agreement, by and among Tenneco
Inc., New Tenneco Inc. and Newport News Shipbuilding,
Inc. (including the forms of agreements attached as
exhibits thereto) (attached as Appendix A to the
Joint Proxy Statement-Prospectus).
*2.C --Agreement between Tenneco Inc. and El Paso, dated
June 19, 1996, relating to consulting services.
3(i) --Restated Certificate of Incorporation of El Paso,
dated January 22, 1992 (incorporated by reference
from the Form 10-K, No. 1-2700, filed January 29,
1992); Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred
Stock of El Paso, dated July 7, 1992 (incorporated by
reference from the Form 10-K, No. 1-2700, filed
February 3, 1993).
3(ii) --By-laws of El Paso, as amended April 1, 1996
(incorporated by reference from the Form 10-Q, No. 1-
2700, filed May 15, 1996).
*3(iii) --Form of Certificate of Designation of Powers,
Preference and Rights of the Adjustable Rate
Cumulative Preferred Stock.
*3(iv) --Form of Deposit Agreement for the Adjustable Rate
Cumulative Preferred Stock.
4.A.1 --Specimen Certificate for shares of Common Stock
$3.00 par value, of El Paso (incorporated by
reference from the Form 8-A, No. 1-2700, filed
February 13, 1992).
*4.A.2 --Specimen Certificate for El Paso Preferred Stock.
4.B.1 --Indenture, dated as of March 1, 1987, between El
Paso and Citibank, N.A., Trustee, with respect to El
Paso's 8 5/8% Debentures due 2012 (incorporated by
reference from the Form S-3, No. 33-34284, filed
April 20, 1990); Supplemental Indenture, dated
December 24, 1991 (incorporated by reference from the
Form 10-K, No. 1-2700, filed January 29, 1992).
4.B.2 --Indenture, dated as of August 1, 1987, between El
Paso and Citibank, N.A., Trustee, with respect to El
Paso's 9.45% Notes due 1999 (incorporated by
reference from the Form S-3, No. 33-34284, filed
April 20, 1990); Supplemental Indenture, dated
December 24, 1991 (incorporated by reference from the
Form 10-K, No. 1-2700, filed January 29, 1992).
4.B.3 --Indenture, dated as of January 1, 1992, between El
Paso and Citibank, N.A., Trustee, with respect to El
Paso's 6.90% Notes due 1997, 7 3/4% Notes due 2002
and 8 5/8% Debentures due 2022 (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 29, 1992).
4.C --Shareholder Rights Plan (incorporated by reference
from the Form 10-Q, No. 1-2700, filed November 12,
1992).
*5 --Opinion of Fried, Frank, Harris, Shriver & Jacobson
regarding the validity of the securities.
*8 --Opinion of Jenner & Block regarding tax matters.
10.A --Mojave Pipeline General Partnership Agreement by and
among El Paso Mojave Pipeline Co., HNG Mojave, Inc.,
and Pacific Interstate Mojave Company, dated as of
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
March 26, 1985 (incorporated by reference from the
Form 10-Q, No. 1-2700, filed May 15, 1985); Amendment
No. 1 to General Partnership Agreement, dated as of
September 29, 1986 (incorporated by reference from the
Form 10-Q, No. 1-2700, filed November 14, 1991).
10.B --Lease, dated May 27, 1982, between El Paso and First
Capital Kayser Center (incorporated by reference from
the Form 10-Q, No. 1-2700 filed November 14, 1991).
10.C --Transportation Service Agreement as Amended and
Restated, effective November 1, 1993, between El Paso
and Pacific Gas and Electric Company (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 26, 1995).
10.D --Transportation Service Agreement as Amended and
Restated, effective July 16, 1993, between El Paso and
Southern California Gas Company (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 26, 1995). Letter Agreement and revised
Exhibits A and B to the Transportation Service
Agreement, effective January 1, 1996 (incorporated by
reference from the Form 10-Q, No. 1-23700, filed May
15, 1996).
10.E. --Transportation Service Agreement, dated August 9,
1991, and effective September 1, 1991, between El Paso
and Southwest Gas Corporation for service to Arizona;
Transportation Service Agreement, dated August 9,
1991, and effective September 1, 1991, between El Paso
and Southwest Gas Corporation for service to Nevada
(incorporated by reference from the Form 10-Q, No. 1-
2700, filed November 14, 1991); Amendatory Agreement
and replacement of Exhibit B to Transportation Service
Agreement, dated August 9, 1991, and effective May 8,
1992, between El Paso and Southwest Gas Corporation
for service to Nevada (incorporated by reference from
the Form 10-K, No. 1-2700, filed February 3, 1993);
Exhibit B to the Transportation Service Agreement,
dated August 9, 1991, and effective March 1, 1994,
between El Paso and Southwest Gas Corporation for
service to Arizona (incorporated by reference from the
Form 10-K, No. 1-2700, filed January 26, 1995).
10.F --Credit Agreement among Mojave Pipeline Company and
Deutsche Bank AG, New York Branch, and Swiss Bank
Corporation, New York Branch, individually and as
Agents, and the Banks named therein, dated as of
September 30, 1991, and the following documents
related thereto: Sponsor Performance Agreement among
El Paso and Deutsche Bank AG, New York Branch, as
Collateral Agent and Deutsche Bank AG, New York Branch
and Swiss Bank Corporation, New York Branch, as
Agents, dated as of September 30, 1991; Partner
Performance Agreement among El Paso Mojave Pipeline
Co. and Deutsche Bank AG, New York Branch, as
Collateral Agent and Deutsche Bank AG, New York Branch
and Swiss Bank Corporation, New York Branch, as
Agents, dated September 30, 1991; Pledge Agreement
made by El Paso Mojave Pipeline Co. with and to
Deutsche Bank AG, New York Branch (as Collateral
Agent) for the Secured Creditors, dated as of
September 30, 1991; $90,000,000 Note dated September
30, 1991, executed by Mojave Pipeline Company and
payable to Deutsche Bank AG, New York Branch;
$90,000,000 Note dated September 30, 1991, executed by
Mojave Pipeline Company and payable to Swiss Bank
Corporation, New York Branch (incorporated by
reference from the Form 10-Q, No. 1-2700 , filed
November 14, 1991); Syndication and replacement of
Notes with a $52,750,000 Note dated September 30,
1991, executed by Mojave Pipeline Company and payable
to Swiss Bank Corporation, New York Branch; a
$40,000,000 Note dated September 30, 1991, executed by
Mojave Pipeline Company and payable to Deutsche Bank
AG, New York Branch; a $30,000,000 Note dated
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<C> <S> <C>
September 30, 1991, executed by Mojave Pipeline
Company and payable to Banque Indosuez; a $20,000,000
Note dated September 30, 1991, executed by Mojave
Pipeline Company and payable to the Sumitomo Bank,
Limited, Houston Agency; a $20,000,000 Note dated
September 30, 1991, executed by Mojave Pipeline
Company and payable to the Bank of Nova Scotia; a
$17,250,000 Note dated September 30, 1991, executed by
Mojave Pipeline Company and payable to Credit Lyonnais
Cayman Islands Branch (incorporated by reference from
the Form 10-K, No. 1-2700, filed January 29, 1992).
First Amendment to Credit Agreement, dated as
effective December 23, 1992, among Mojave Pipeline
Company and Deutsche Bank AG, New York Branch and
Swiss Bank Corporation, New York Branch; Amendment to
Sponsor and Partner Performance Agreements entered
into effective as of December 23, 1992; Syndication
and replacement of Note for $52,750,000 payable to
Swiss Bank Corporation, New York Branch and Note for
$17,250,000 payable to Credit Lyonnais Cayman Islands
Branch with a $40,000,000 Note dated September 30,
1991, executed by Mojave Pipeline Company and payable
to Swiss Bank Corporation, New York Branch; and a
$30,000,000 Note dated September 30, 1991, executed by
Mojave Pipeline Company and payable to Credit Lyonnais
Cayman Islands Branch. Second Amendment to Credit
Agreement, dated as effective June 1, 1993, among
Mojave Pipeline Company and Deutsche Bank AG, New York
Branch and Swiss Bank Corporation, New York Branch;
Amendment and Ratification of Partner Documents dated
as effective June 1, 1993, among EPNG Mojave, Inc. and
El Paso Mojave Pipeline Co. and Deutsche Bank AG, New
York Branch and Swiss Bank Corporation, New York
Branch (incorporated by reference from the Form 10-Q,
No. 1-2700, filed August 16, 1993). Replacement of
$30,000,000 Note dated September 30, 1991, executed by
Mojave Pipeline Company and payable to Banque Indosuez
with a $30,000,000 Note dated September 30, 1991,
executed by Mojave Pipeline Company and payable to
Bank of Scotland (incorporated by reference from the
Form 10-Q, No. 1-2700, filed May 13, 1994).
10.G --Master Separation Agreement and documents related
thereto, dated January 15, 1992, by and among
Burlington Resources Inc., El Paso and Meridian Oil
Holding, Inc., including Exhibits (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 29, 1992).
10.H --Omnibus Compensation Plan, dated as of January 1,
1992 (incorporated by reference from the Amendment No.
1 to Form S-2, No. 33-45369, filed February 27, 1992).
10.I --1995 Incentive Compensation Plan, effective as of
January 13, 1995 (incorporated by reference from the
Form S-8, No. 33-57553, filed February 2, 1995);
Amendment No. 1 to El Paso's 1995 Incentive
Compensation Plan, effective as of July 21, 1995
(incorporated by reference from the Form 10-Q, No. 1-
2700, filed July 21, 1995). Amendment No. 2 to the
1995 Incentive Plan, effective January 1, 1996
(incorporated by reference from the Form 10-K, No. 1-
2700, filed March 15, 1996).
10.J --1995 Compensation Plan for Non-Employee Directors,
effective as of January 13, 1995 (incorporated by
reference from the Form S-8, No. 33-57553, filed
February 2, 1995).
10.K --Stock Option Plan for Non-Employee Directors, dated
as of January 1, 1992 (incorporated by reference from
the Amendment No. 1 to Form S-2, No. 33-45369, filed
February 27, 1992).
10.L --1995 Omnibus Compensation Plan, effective as of
January 13, 1995 (incorporated by reference from the
Form S-8, No. 33-57553, filed February 2, 1995);
Amendment No.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<C> <S> <C>
1 to El Paso's 1995 Omnibus Compensation Plan,
effective as of July 21, 1995 (incorporated by
reference from the Form 10-Q, No. 1-2700, filed July
21, 1995).
10.M --Omnibus Compensation Plan for Management Employees,
Amended and Restated, effective as of April 12, 1996
(incorporated by reference from the Form 10-Q, No. 1
2700, filed May 15, 1996).
10.N --Supplemental Benefits Plan, Amended and Restated
Effective as of January 13, 1995 (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 26, 1995).
10.O --Senior Executive Survivor Benefit Plan, effective
January 1, 1992 (incorporated by reference from the
Amendment No. 1 to Form S-2, No. 33-45369, filed
February 27, 1992).
10.P --Deferred Compensation Plan, Amended and Restated
Effective as of January 13, 1995 (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 26, 1995).
10.Q --Retirement Income Plan for Non-Employee Directors,
Amended and Restated Effective as of January 13,
1995 (incorporated by reference from the Form 10-K,
No. 1-2700, filed January 26, 1995).
10.R --Key Executive Severance Protection Plan, Amended
and Restated Effective as of January 13, 1995
(incorporated by reference from the Form 10-K, No.
1-2700, filed January 26, 1995).
10.S --Director Charitable Award Plan, Amended and
Restated Effective as of January 13, 1995
(incorporated by reference from the Form 10-K, No.
1-2700, filed January 26, 1995). Amendment No. 1 to
the Director Charitable Award Plan effective as of
January 22, 1996. (incorporated by reference from
the Form 10-K, No. 1-2700, filed March 15, 1996).
10.T --Employment Agreement, dated July 31, 1992, between
El Paso and William A. Wise (incorporated by
reference from the Form 10-K, No. 1-2700, filed
February 3, 1993). Amendment to Employment Agreement
dated January 29, 1996 between El Paso and William
A. Wise (incorporated by reference from the Form 10-
K, No. 1-2700, filed March 15, 1996).
10.U --Letter Agreement, dated February 22, 1991, between
El Paso and Britton White, Jr. (incorporated by
reference from the Form 10-K, No. 1-2700, filed
February 3, 1993).
10.V --Letter Agreement, dated January 13, 1995, between
El Paso and William A. Wise (incorporated by
reference from the Form 10-K, No. 1-2700, filed
January 26, 1995).
10.W --Amended and Restated Limited Liability Company
Agreement of Aguaytia Energy, LLC entered into
November 30, 1995, by and among The Maple Gas
Corporation del Peru Ltd., The Maple Gas
Corporation, P.I.D.C. Aguaytia, L.L.C., EPED
Aguaytia Company, IGC Aguaytia Partners, L.L.C.,
Scudder Latin American Power I-P L.D.C., and PMDC
Aguaytia, Ltd. (incorporated by reference from the
Form 10-K, No. 1-2700, filed March 15, 1996). First
Amendment to Amended and Restated Limited Liability
Company Agreement of Aguaytia Energy, LLC, dated
January 19, 1996, and Second Amendment to Amended
and Restated Limited Liability Company Agreement of
Aguaytia Energy, LLC, dated March 12, 1996
(incorporated by reference from the Form 10-Q, No.
1-2700, filed May 15, 1996). Third Amendment to
Amended and Restated Limited Liability Company
Agreement of Aguaytia Energy, LLC, dated May 10,
1996 (incorporated by reference from the Form 10-Q,
No. 1-2700, filed August 14, 1996).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<C> <S> <C>
10.X --Participation and Credit Agreement, dated as of
February 9, 1995, among El Paso, El Paso New Chaco
Company, State Street Bank and Trust Company, as
Trustee, Chemical Bank, as Agent, the Note Holders
Signatories and the Certificate Holder Signatories
(without exhibits and schedules, except for the
schedule of defined terms), and the following
documents related thereto: Lease Agreement, dated as
of February 9, 1995, between State Street Bank and
Trust Company and El Paso New Chaco Company; Support
Agreement, dated as of February 9, 1995, between
State Street Bank and Trust Company and El Paso New
Chaco Company; Support Agreement, dated as of
February 9, 1995, between El Paso New Chaco Company
and State Street Bank and Trust Company; Guaranty
Agreement by El Paso in favor of Chemical Bank, as
Agent, and each of the Participants as of February
9, 1995; Sponsor Agreement by El Paso in favor of
State Street Bank and Trust Company as of February
9, 1995; Mortgage, Assignment, Security Agreement
and Financing Statement, executed February 7, 1995,
between State Street Bank and Trust Company
(Mortgagor) and Chemical Bank Company and Chemical
Bank, as Agent, dated February 9, 1995 (incorporated
by reference from the Form 10-Q, No. 1-2700, filed
April 28, 1995).
10.Y --Letter dated February 4, 1992 between El Paso and
Michael C. Holland (incorporated by reference from
the Form 10-K, No. 1-2700, filed March 15, 1996).
10.Z --$400,000,000 and $100,000,000 Revolving Credit and
Competitive Advance Facility agreements, each dated
as of May 31, 1996, between El Paso, Chemical Bank
and certain other banks (incorporated by reference
from the Form 10-Q, No 1-2700, filed August 14,
1996).
10.AA --Reimbursement and Loan Agreement dated as of April
30, 1996, between Sam II Equity Funding, LLC and
NationsBank of Texas, N.A. Relating to the
Samalayuca Project; El Paso Guaranty dated as of
April 30, 1996 (incorporated by reference from the
Form 10-Q, No. 1-2700, filed August 14, 1996).
10.AB --El Paso Energy Corporation Strategic Stock Plan,
effective as of June 19, 1996 (incorporated by
reference from the Form 10-Q, No. 1-2700, filed
August 14, 1996).
12 --Ratio of earnings to combined fixed charges and
preferred stock dividends.
21 --Subsidiaries of El Paso (Form 10-K, No. 1-2700,
filed March 15, 1996).
23.A --Consent of Lazard Freres & Co. LLC.
23.B --Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
*23.C --Consent of Fried, Frank, Harris, Shriver & Jacobson
(contained in Exhibit 5).
*23.D --Consent of Jenner & Block (contained in Exhibit 8).
23.E1 --Consent of Arthur Andersen LLP.
23.E2 --Consent of Arthur Andersen, LLP.
23.F --Consent of Coopers & Lybrand L.L.P.
23.G --Consent of Ernst & Young LLP.
+24.1 --Power of Attorney previously filed.
24.2 --Power of Attorney.
+99 --Form of Proxy.
</TABLE>
- --------
*To be filed by amendment.
+Previously filed with the Registration Statement on Form S-4 (File No. 333-
10911) filed August 27, 1996.
<PAGE>
EXHIBIT 12
EL PASO NATURAL GAS COMPANY
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------------------------- ------------------------------------------
PRO PRO PRO PRO
FORMA FORMA FORMA FORMA
1996 1996 1995 1995
ASSUMING ASSUMING ASSUMING ASSUMING
STOCK STOCK STOCK STOCK
ISSUANCE ISSUANCE ISSUANCE ISSUANCE
IS IS NOT IS IS NOT
APPROVED APPROVED 1996 1995 APPROVED APPROVED 1995 1994 1993 1992 1991
-------- -------- ---- ---- -------- -------- ---- ---- ---- ---- ----
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EARNINGS
Income (loss) from
continuing operations. $ 45 $ 45 $(11) $ 42 $171 $171 $ 85 $ 90 $ 92 $ 76 $ 89
Income taxes (benefit). (4) (4) (7) 28 4 4 48 58 59 47 52
Minority interest...... 12 12 -- -- 23 23 -- -- -- -- --
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Income (loss) from
continuing operations
before income taxes and
minority interest...... 53 53 (18) 70 198 198 133 148 151 123 141
Minority interest...... 12 12 -- -- 23 23 -- -- -- -- --
Interest and debt
expense............... 109 109 43 42 222 222 85 76 71 68 74
Interest component of
rent.................. 2 2 2 2 3 3 3 3 3 3 2
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total earnings
available for fixed
charges............... $176 $176 $ 27 $114 $446 $446 $221 $227 $225 $194 $217
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
FIXED CHARGES(A)
Interest and debt
expense............... $109 $109 $ 43 $ 42 $222 $222 $ 85 $ 76 $ 71 $ 68 $ 74
Interest component of
rent.................. 2 2 2 2 3 3 3 3 3 3 2
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Fixed charges excluding
preferred stock
dividend requirements. 111 111 45 44 225 225 88 79 74 71 76
Preferred stock
dividend requirements. 20 61 -- -- 38 120 -- -- -- -- --
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total fixed charges.... $131 $172 $ 45 $ 44 $263 $345 $ 88 $ 79 $ 74 $ 71 $ 76
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
Ratio of earnings to
combined fixed charges
and preferred stock
dividends............. 1.34 1.02 0.60 (b) 2.59 1.70 1.29 2.51 2.87 3.04 2.73 2.86
==== ==== ==== ==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
- --------
(a) Fixed charges consist of interest, exclusive of interest on rate refunds,
plus interest capitalized and a portion of operating lease rent expense
deemed to be representative of interest.
(b) Earnings were inadequate to cover fixed charges by $18 million due to a
special charge for employee separation and asset impairments of $99
million pre-tax.
<PAGE>
EXHIBIT 23.A
CONSENT OF LAZARD FRERES & CO. LLC
We hereby consent to (i) the use of our opinion letter dated June 19, 1996
to the Board of Directors of Tenneco Inc. (the "Company") included as Appendix
F to the Joint Proxy Statement/Prospectus which forms part of the Registration
Statement on Form S-4 relating to the proposed merger involving the Company
and El Plaso Merger Company and (ii) the references to such opinion in such
Joint Proxy Statement/Prospectus. In giving such consent, we do not admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder, nor do we hereby admit that
we are experts with respect to any part of such Registration Statement within
the meaning of the term "experts" as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
LAZARD FRERES & CO. LLC
/s/ Melvin L. Heineman
By: _________________________________
Name: Melvin L. Heineman
Title: Managing Director
October 18, 1996
<PAGE>
EXHIBIT 23.B
CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
We hereby consent to (i) the inclusion of our opinion letter, dated June 27,
1996, to the Board of Directors of El Paso Natural Gas Company, (the "Company"
or "El Paso") as Appendix G to the Joint Proxy Statement--Prospectus of the
Company relating to the acquisition of Tenneco Inc. and (ii) all references to
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") in the sections
captioned "The Transaction--Reasons for the Transaction; Recommendations of
the Boards of Directors" and "--Opinions of Financial Advisors" of the Joint
Proxy Statement/Prospectus of El Paso which forms a part of this Registration
Statement of Form S-4. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under, and we do not
admit and we disclaim that we are "experts" for purposes of the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.
Donaldson, Lufkin &
JenretteSecurities Corporation
/s/ Ralph Eads
By: _________________________________
Ralph Eads Managing Director
New York, New York
October 18, 1996
<PAGE>
EXHIBIT 23.E1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent accountants, we hereby consent to the use of our report dated
October 1, 1996 for the Businesses of Newport News included in the Newport
News Information Statement attached to this Registration Statement as Appendix
D; and to all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
October 18, 1996
<PAGE>
EXHIBIT 23.E2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 8, 1996
(except with respect to the matter discussed in Note 3, as to which the date
is March 7, 1996), included in Tenneco Inc.'s Annual Report on Form 10-K, as
amended, for the year ended December 31, 1995, and August 19, 1996 for (i) the
Businesses of Tenneco Energy included in the Joint Proxy Statement-Prospectus
which is a part of this Registration Statement and (ii) the Businesses of New
Tenneco included in the New Tenneco Information Statement attached to this
Registration Statement as Appendix C; and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 18, 1996
<PAGE>
EXHIBIT 23.F
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-4 (File No. 333-10911) of our report dated March 15, 1996, on our
audits of the financial statements and financial statement schedule of El Paso
Natural Gas Company as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994 and 1993, included in its Annual Report on Form 10-K
and to all references to our Firm included in this registration statement. We
also consent to the reference to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
El Paso, Texas
October 18, 1996
<PAGE>
EXHIBIT 23.G
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-4) and to the incorporation by reference
therein of our report dated August 18, 1995 with respect to the December 28,
1994 combined financial statements of Mobil Plastics Division of Mobil
Corporation included in the Current Report of Tenneco Inc. on Form 8-K dated
November 17, 1995 filed with the Securities and Exchange Commission and to the
use of our report dated August 9, 1996 with respect to the combined financial
statements of Mobil Plastics Division of Mobil Oil Corporation for the period
December 29, 1994 to November 17, 1995 and the year ended December 28, 1994
included in the New Tenneco Information Statement attached to this
Registration Statement.
Ernst & Young LLP
Buffalo, New York
October 18, 1996
<PAGE>
EXHIBIT 24.2
CERTIFICATE OF THE CORPORATE SECRETARY OF EL PASO NATURAL GAS COMPANY
I, the undersigned, Stacy J. James, Corporate Secretary of EL PASO NATURAL
GAS COMPANY (the "Company"), a Delaware corporation, do hereby certify that
the following resolutions were duly adopted by the Board of Directors of the
Company at a meeting held June 19, 1996, at which a quorum of said Board was
present and acting throughout:
RESOLVED that the Chief Executive Officer of this Company be, and he
hereby is, authorized and empowered, for and on behalf of this Company,
to prepare, to execute, either in person or through any one or both of
H. Brent Austin and Britton White, Jr., as attorneys-in-fact for this
Company (the "Attorneys-in-Fact") and to cause to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4 relating to the Company Common Stock to be issued
out of shares registered pursuant to these resolutions, out of this
Company's treasury shares or a combination thereof, and the Rights, if
required, and the Company Preferred Stock or such other Registration
Statement authorized under the Act as said officer or Attorneys-in-Fact
may select, with power in the Chief Executive Officer or either of the
Attorneys-in-Fact to cause to be filed such amendments (including,
without limitation, post-effective amendments) or supplements thereto,
together with all documents required and exhibits to such Registration
Statement or any amendments or supplements thereto, as they, in their
discretion, may deem necessary or advisable in order to effect the
registration of the Company Common Stock and the Company Preferred
Stock, all in accordance with the requirements of the Act.
RESOLVED that said Registration Statement and any amendments
(including, without limitation, post-effective amendments) thereto
shall be signed by the appropriate officers and Directors of this
Company, personally or by either of the Attorneys-in-Fact acting as
attorney-in-fact on behalf of such officers or Directors, such officers
and Directors being hereby authorized and empowered to designate either
of the Attorneys-in-Fact as their attorney-in-fact and to grant to each
of them full power and authority to sign the Registration Statement and
any amendments (including, without limitation, post-effective
amendments) thereto in their name and on their behalf as officers or
Directors of this Company, as appropriate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of EL
PASO NATURAL GAS COMPANY, this 17th day of October, 1996.
/s/ Stacy J. James
By: ____________________________
Stacy J. James
Corporate Secretary
