<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0233548
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
TENNECO BUILDING
HOUSTON, TEXAS 77002
(713) 757-2131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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M. W. MEYER
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
TENNECO INC.
TENNECO BUILDING
HOUSTON, TEXAS 77002
(713) 757-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$5 per share (including 1,000,000
associated Rights)..... shares $56.125* $56,125,000 $19,354
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the closing price of the Common
Stock as quoted for March 3, 1994 in The Wall Street Journal.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the Prospectus contained in this
Registration Statement also covers 105,634 shares of Common Stock previously
registered under said Act under Registration No. 33-46643.
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<PAGE>
PROSPECTUS
TENNECO INC.
----------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------------
COMMON STOCK
(PAR VALUE $5)
----------------
The Dividend Reinvestment and Stock Purchase Plan described herein offers the
holders of Common Stock, par value $5 per share ("Common Stock"), of Tenneco
Inc. (the "Company"), holders of the Company's $7.40 Cumulative Preferred Stock
("$7.40 Preferred Stock") and holders of the Company's $2.80 Depositary Shares,
each representing one-half of a share of Series A Cumulative Preferred Stock
(the "$2.80 Depositary Shares") an opportunity to reinvest automatically their
dividends in shares of Common Stock pursuant to the Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). Each stockholder participating in the Plan
may also make additional cash payments of not less than $50 up to a maximum of
$5,000 per month, to be invested in shares of Common Stock as provided in the
Plan.
Shares of Common Stock will be purchased in the open market or, when the
Company, at its option, makes shares available for purchase into the Plan, from
the Company. Shares of the Company's Common Stock acquired under the Plan with
reinvested dividends will be acquired at a discount of 3 percent; accordingly,
the purchase price for shares of Common Stock of the Company acquired under the
Plan with reinvested dividends will be 97 percent of the market price, as
defined under Question 12 in this Prospectus. The purchase price of Common
Stock acquired with optional cash payments will be at 100 percent of the market
price. In addition, brokers and nominees may reinvest dividends on behalf of
beneficial owners by means of the Broker and Nominee Authorization Form
described below.
The Company will bear all other costs of administering the Plan, including
any brokerage commission or service charge incurred upon the purchase of shares
under the Plan. Any participant who directs the agent for the Plan to sell
shares of Common Stock held in his account in the Plan will pay any brokerage
fees incurred in connection with such sale. First Chicago Trust Company of New
York will act as agent for stockholders under the Plan.
It is recommended that the Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS MARCH 9, 1994.
<PAGE>
TENNECO INC.
Tenneco Inc. (the "Company"), a Delaware corporation, is the issuer of the
shares of Common Stock, par value $5 per share ("Common Stock"), offered
hereunder. The mailing address of the executive offices of the Company is P.O.
Box 2511, Houston, Texas 77252-2511. The Company's telephone number is (713)
757-2131.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Tenneco Inc. are incorporated as of their respective
dates in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Definitive Proxy Statement for the Annual Meeting of Stockholders held
on May 11, 1993; and
3. Description of the Common Stock of Tenneco Inc. included in Tenneco
Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as
filed with the Commission on March 8, 1988.
All documents subsequently filed by Tenneco Inc. pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering hereunder, shall be deemed incorporated in this
Prospectus by reference and to be a part of this Prospectus from the date of
the filing of such reports.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at 450 5th Street, N.W., Washington, D.C.,
and at regional offices of the Commission at the following addresses: Seven
World Trade Center, New York, New York 10048, and 500 West Madison Street, 14th
Floor, Chicago, Illinois 60661. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and
other information can also be inspected at the offices of the New York, Midwest
and Pacific Stock Exchanges.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the information that has
been incorporated by reference in the Prospectus (not including exhibits to
such information unless such exhibits are specifically incorporated by
reference into such information that the Prospectus incorporates). Requests for
such copies should be directed to Mr. Karl A. Stewart, Vice President and
Secretary, Tenneco Inc., P.O. Box 2511, Houston, Texas 77252-2511, telephone
number (713) 757-2131.
The Company has filed with the Commission a Registration Statement on Form S-
3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), covering the shares described herein. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
2
<PAGE>
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") offered to holders
of Common Stock, $7.40 Preferred Stock and $2.80 Depositary Shares of the
Company.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Common
Stock, $7.40 Preferred Stock and $2.80 Depositary Shares with a convenient and
economical method of investing cash dividends and/or optional cash payments in
shares of Common Stock without payment of any brokerage commission or service
charge in connection with the purchase of Common Stock. To the extent shares of
Common Stock purchased under the Plan are acquired from the Company, the Plan
will provide the Company with additional funds for general corporate purposes.
The Plan offers eligible holders an opportunity to invest conveniently for
long-term growth. The Plan is not intended to provide the holders of Common
Stock, $7.40 Preferred and $2.80 Depositary Shares with a mechanism for
generating assured short-term profits through rapid turnover of shares acquired
at a discount. The Company accordingly reserves the right to modify, suspend or
terminate participation by certain otherwise eligible holders in the purchase
price discount feature of the Plan in order to eliminate such practices.
ADVANTAGES TO PARTICIPANTS
2. What are the advantages of the Plan to participants?
Plan participants may elect any appropriate indication on an Authorization
Form (i) to have cash dividends on all or a specified number of shares of
Common Stock, $7.40 Preferred Stock and $2.80 Depositary Shares (see Question
5) held by them as of dividend record dates automatically reinvested in shares
of Common Stock at a 3 percent discount, (ii) to continue to receive their cash
dividends, but invest by making optional cash payments of not less than $50 up
to a maximum of $5,000 per month, or (iii) to invest both their cash dividends
and such optional cash payments.
The Plan permits full reinvestment by participants of their Common Stock,
$7.40 Preferred Stock and $2.80 Depositary Shares dividends since participants
are not required to pay any commission, service charge or any other expenses in
connection with purchases of Common Stock under the Plan (except for tax
consequences discussed in Question 28 below) and the Plan permits fractions of
shares, as well as full shares, to be credited to participants' accounts.
Additionally, dividends in respect to such fractional shares, as well as full
shares, are credited to participants' accounts and reinvested in additional
shares or fractions of shares. The 3 percent discount is applicable only to the
purchase of shares of Common Stock of the Company acquired with reinvested
dividends; the purchase price of Common Stock acquired with optional cash
payments will be at 100 percent of the market price. A participant can avoid
the need for safekeeping of certificates for shares credited to his or her
account under the Plan through the free custodial service described below.
Regular statements of each account provide participants with a record of each
transaction.
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<PAGE>
ADMINISTRATION
3. Who administers the Plan for participants?
First Chicago Trust Company of New York (the "Agent"), or such other trust
company or bank as the Company may from time to time designate as agent for the
participating stockholders, administers the Plan for participants, keeping
records, sending statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the Plan
are registered in the name of the Agent or one of its nominees as agent for
participants in the Plan. As record holder of the shares held in participants'
accounts under the Plan, the Agent will receive dividends on all shares of
Common Stock held on the dividend record date, will credit such dividends to
participants' accounts on the basis of full and fractional shares held in these
accounts, and will automatically reinvest such dividends in additional shares
of Common Stock.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Stock, all holders of record of $7.40
Preferred Stock and all holders of record of $2.80 Depositary Shares are
eligible to participate in the Plan. Beneficial owners of such stock whose
shares are held for them in registered names other than their own, such as in
the names of brokers, bank nominees or trustees, may reinvest dividends without
arranging for the holder of record to join the Plan or have the shares
transferred into a separate account which may participate. See Question 8 for
more information regarding participation through a broker or nominee.
5. Is partial participation possible under the Plan?
Yes. A holder of Common Stock who desires the dividends on only some of his
shares to be reinvested under the Plan may advise the Agent of the number of
shares to participate in the Plan; however, holders of $7.40 Preferred Stock
and $2.80 Depositary Shares are required (before completing the Authorization
Form referred to in the answers to Questions 6-8) to have those shares
transferred into separate accounts, not identical in name and designation with
that in which his other shares are registered so that the names of all accounts
will appear in the stockholder records of the Company. For that purpose, $7.40
Preferred Stock and $2.80 Depositary Share certificate or certificates
representing (among others) the shares proposed to be so transferred may be
sent by registered mail, return receipt requested and properly insured to First
Chicago Trust Company of New York, Tellers Department, P. O. Box 2506, Jersey
City, New Jersey 07303-2506, as transfer agent for the $7.40 Preferred Stock
and $2.80 Depositary Shares, together with appropriate instructions, a properly
executed stock power and with a request for an Authorization Form for the
shares in the accounts which are to participate in the Plan. Participation with
respect to such $7.40 Preferred Stock and $2.80 Depositary Shares may then be
effected by returning to the Agent Authorization Forms appropriately completed.
Except for any possible transfer taxes, there will be no charge to the
stockholder by the Company or any transfer agent for making any such transfer.
6. How does an eligible stockholder participate?
To participate in the Plan, an eligible stockholder must complete the
appropriate Authorization Form and return it in the postage paid envelope to
the Agent. Authorization Forms are provided from time to time to all holders of
record of Common Stock, all holders of record of $7.40 Preferred Stock and all
holders of record of $2.80 Depositary Shares. Brokers and nominees who wish to
participate should fill out a Broker & Nominee Form (B&N Form). Such forms may
be obtained at any time by written request to, or telephoning, First Chicago
Trust Company of New York, Dividend Reinvestment Agent, P.O. Box 2500, Jersey
City, New Jersey 07303-2500, telephone number (800) 446-2617.
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<PAGE>
7. When may an eligible stockholder join the Plan and when will participation
commence?
An eligible stockholder may join the Plan at any time.
Reinvestment of dividends commences for any stockholder electing such option,
with the first dividend paid on his shares of Common Stock, $7.40 Preferred
Stock or $2.80 Depositary Shares after such stockholder joins the Plan,
provided that his Authorization Form is received by the Agent on or before the
record date for such dividend. If a participant elects to invest optional cash
payments, his initial payment will be invested as promptly as practicable on or
after the next Investment Date (see definitions at Question 15). Historically,
dividends declared on the Common Stock generally have been paid on the second
Tuesday in the months of March, June, September and December, and the record
date for each such dividend generally has been during the last week of the
month ending prior to the payment date. Dividends on the $7.40 Preferred Stock
and $2.80 Depositary Shares are payable on the last day of each calendar
quarter to holders of record on dates to be fixed by the Board of Directors of
the Company.
8. What do the Authorization Forms and the B&N Form provide as to dividends
and optional cash payments?
The Authorization Card to be used by holders of Common Stock provides for the
purchase of additional shares of Common Stock through the following investment
options:
If "Full Dividend Reinvestment" is elected, the Authorization Card
directs the Agent to apply all cash dividends on all the shares then or
subsequently registered in a participating stockholder's name, together
with any optional cash payments, toward the purchase of additional Common
Stock.
If "Partial Dividend Reinvestment" is elected, the Agent will apply the
cash dividends on only the number of shares that are specified on the
Authorization Card, together with any optional cash payments, toward the
purchase of additional Common Stock.
If "Optional Cash Payments Only" is elected, the participating
stockholder will continue to receive cash dividends on shares registered in
his or her name in the usual manner, and the Agent will apply such optional
cash payments received toward the purchase of additional Common Stock.
The Authorization Card to be used by holders of $7.40 Preferred Stock and
$2.80 Depositary Shares provides for the purchase of shares of Common Stock
through "Full Dividend Reinvestment" or "Optional Cash Payments Only" as
described above. Holders of $7.40 Preferred Stock and $2.80 Depositary Shares
who wish to reinvest the dividends on only a specified number of shares of
stock should transfer those shares into an account not identical in name and
designation to that in which the other shares are registered. See Question 5
for more details.
Both types of Authorization Cards further direct the Agent to reinvest
automatically any subsequent dividends on shares held in the participating
stockholder's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on an Authorization Card and on all
shares held in the Plan account, until a participating stockholder specifies
otherwise or withdraws from the Plan altogether, or until the Plan is
terminated.
The B&N Form (for brokers and nominees) provides a means whereby a broker or
nominee may inform the Agent each time the Company declares a cash dividend of
the names of participating beneficial owners and specify as to each beneficial
owner the number of shares of Common Stock, $7.40 Preferred Stock or $2.80
Depositary Shares with respect to which the dividend is to be reinvested. The
B&N Form, therefore, unlike the Authorization Card, contemplates new
instructions to the Agent each time a dividend is declared. The Agent, on the
dividend payment date, will reinvest the dividend payable with respect to the
number of shares specified in the record holder's instructions for each
identified beneficial owner in as many shares of Common Stock as can be
purchased in accordance with the Plan. As soon as practical following the
dividend payment date, the Agent will transmit to the record holder information
with respect to each beneficial owner for whom the record holder has requested
dividend reinvestment showing as to each such beneficial owner: (a) the number
of shares specified for reinvestment of the dividend, (b) the total dividend
paid with respect to such shares, (c) the number of shares purchased, (d) the
total cost of the shares purchased, (e) the amount of
5
<PAGE>
the total dividend not reinvested, (f) the aggregate fair market value of the
shares purchased and (g) the total dividend reportable for Federal income tax
purposes. Accompanying such information will be a share certificate, registered
in the name of the record holder, for the total number of shares purchased for
each of such beneficial owners, and a check for the aggregate amount of the
dividend not reinvested for such beneficial owners.
The B&N Form and appropriate instructions must be received by the Agent not
later than the fifth business day following the record date for the Common
Stock dividend or the $7.40 Preferred Stock or $2.80 Depositary Share dividend,
as the case may be, or no dividends will be reinvested based on such B&N Form.
COSTS
9. Are there any expenses to participants in connection with participation
under the Plan?
There are no brokerage fees incurred by participants with respect to the
purchase of shares of Common Stock by the Agent as agent for participants in
the Plan. A participant who requests the Agent to sell shares of Common Stock
held in his account in the Plan pays all brokerage fees incurred in connection
with such sale. All other costs of administration of the Plan are paid by the
Company.
PURCHASES
10. When are purchases made?
Purchases of shares of Common Stock for the account of holders of record of
Common Stock are made on the dividend payment dates for the Common Stock, or as
promptly thereafter as practicable, and purchases for the account of holders of
record of $7.40 Preferred Stock and $2.80 Depositary Shares are made on the
dividend payment dates for the $7.40 Preferred Stock and $2.80 Depositary
Shares, or as promptly thereafter as practicable. For optional cash purchases,
see Questions 13-15.
11. How many shares does a participant purchase?
The number of shares purchased depends on the amount of the participant's
dividend, optional cash payments made by him, if any, any applicable taxes and
the market price of the Common Stock at the date of purchase. Each
participant's account is credited with the number of shares, including
fractions computed to three decimal places, equal to the total amount invested
by him divided by the purchase price per share.
12. What will be the price to the participating stockholder of shares purchased
under the Plan?
The price to the participating stockholder of shares purchased under the Plan
with reinvested dividends will be 97% of the market price. The price to
participating stockholders of shares purchased under the Plan with optional
cash payments will be 100% of the market price. In the case of purchases from
the Company of shares of Common Stock, the market price is determined by
averaging the high and low sale prices of Common Stock as reported on the New
York Stock Exchange--Composite Transactions for the period of five trading days
ending on the Investment Date.
In the case of purchases of Common Stock on the open market, the market price
will be the weighted average purchase price of shares purchased for the
relevant Investment Date. Regardless of the market price of the shares sold
under the Plan, no shares will be sold by the Company at less than the par
value of such shares.
OPTIONAL CASH PAYMENTS
13. How do optional cash payments work?
If a participant chooses to participate by optional cash payments only, the
Company pays cash dividends on shares registered in the participant's name to
the participant in the usual manner and applies any optional
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cash payment received by the Agent from the participant to the purchase of
shares of Common Stock for the participant's account. Dividends payable on
shares of Common Stock credited to the account of the participant under the
Plan are reinvested automatically in shares of Common Stock. The 3 percent
discount is applicable only to the purchase of shares of Common Stock acquired
by reinvestment of dividends; the purchase price of Common Stock acquired with
optional cash payments will be at 100 percent of the market price.
14. How are optional cash payments made?
If a participant chooses to participate by optional cash payments only, an
initial optional cash payment must be made when enrolling by enclosing a check
payable to "First Chicago -- Tenneco" with the Authorization Form. Thereafter,
optional cash payments may be invested by check payable to the Agent sent with
the account identification stub detachable from the statement received from the
Agent.
The option to make cash payments is available to all participants except
beneficial owners participating through the broker and nominee feature of the
Plan. Optional cash payments by a participant must be at least $50, but cannot
exceed $5,000 per month. The same amount of money need not be sent each month,
and there is no obligation to make an optional cash payment each month.
15. When are optional cash payments invested?
Optional cash purchases of shares held in the treasury of the Company will be
made on the relevant Investment Date (as defined in the next paragraph).
Purchases on the open market will begin on the Investment Date and will be
completed no later than 30 days from such date except where completion at a
later date is necessary under any applicable federal securities laws. Such
purchases may be made on any exchange where such shares are traded, in the
over-the-counter market, or by privately negotiated transactions and may be
subject to such terms with respect to price, delivery, or the selection of the
broker or dealer through or from whom purchases are to be made.
The Investment Date is the 10th of each month, except that the Investment
Date for the months in which dividends are paid shall be the dividend payment
date. Thus, for the months of March, June, September and December there will be
two Investment Dates -- the dividend date for Common Stock and the dividend
date for $7.40 Preferred Stock and $2.80 Depositary Shares. Should an
Investment Date fall on a day where the New York Stock Exchange is not open,
the Investment Date will be the next day that the New York Stock Exchange is
open.
REPORTS TO PARTICIPANTS
16. What kind of reports are sent to participants in the Plan?
Each participant in the Plan receives a statement of account as promptly as
practicable after each purchase for the participant's account. THESE STATEMENTS
ARE A PARTICIPANT'S CONTINUING RECORD OF THE DATES AND COST OF PURCHASES AND
SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition, each participant
receives annually a Prospectus for the Plan and receives all communications
sent to stockholders. Where two or more stockholders have the same address,
only one copy of certain materials is sent to that address if all such persons
agree thereto in writing.
DIVIDENDS
17. Are participants credited with dividends on shares held in their account
under the Plan?
Yes. Any dividends declared by the Company are paid to the record holders of
shares of its stock. Thus, as the record holder and as agent for the
participants, the Agent receives dividends for all shares of Common Stock held
in the Plan on the record date. It credits such dividends to participants on
the basis of full and fractional shares held in their accounts and reinvests
such dividends in shares of Common Stock.
7
<PAGE>
CERTIFICATES FOR SHARES; SALE OF SHARES
18. Are stock certificates issued for shares of Common Stock purchased?
Normally, certificates for Common Stock purchased under the Plan are not
issued to participants. The number of shares credited to an account under the
Plan is shown on the participant's statement of account. However, except as
indicated below, a participant may receive certificates for full shares
accumulated in his account under the Plan at any time by sending a written
request to the Agent. Except as indicated below, the Agent will also, as soon
as practicable after receipt of a participant's written request, sell all or a
portion of the shares of Common Stock in such participant's account and deliver
the proceeds, less brokerage fees, to the participant. When certificates are
issued to the participant, future dividends on these shares are treated in
accordance with the participant's instructions as indicated on the
Authorization Form. If certificates for less than all of the shares in a
participant's account are issued, any remaining full shares and fractional
shares are reflected in the participant's account and the participant remains
enrolled in the Plan unless the participant terminates his participation.
However, any participant whose account in the Plan is reduced to zero as a
result of the withdrawal or sale of shares and who is not reinvesting dividends
from any shares owned by him of record is deemed to have withdrawn from the
Plan.
Requests for issuance of certificates for shares of Common Stock or for the
sale of shares of Common Stock which are received by the Agent will be
processed as soon as practicable after receipt.
A participant's rights under the Plan and shares credited to the account of a
participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must request that certificates for such shares be issued in
his name.
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B&N Forms will be delivered to the holder of record.
See Question 8 above.
Certificates for fractional shares are not issued under any circumstance.
19. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan are maintained in the names in which the certificates of
participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares are similarly registered when issued.
Upon written request, certificates are registered and issued in names other
than the account name, subject to compliance with any applicable laws and the
payment by the participant of any applicable taxes, provided that the request
meets the usual requirements of the Company for the recognition of a transfer
of Common Stock of the Company.
DEPOSIT OF ADDITIONAL CERTIFICATES
20. May a participant deposit Common Stock certificates under the Plan?
You may deposit with the Agent any Common Stock certificates now or hereafter
registered in your name for credit under the Plan. There is no charge for this
custodial service and, by making the deposit, you will be relieved of the
responsibility for loss, theft or destruction of the certificate. Because you
bear the risk of loss in sending stock certificates to the Agent, it is
recommended that certificates be sent to the Agent by registered mail, return
receipt requested and properly insured. Certificates should not be endorsed.
Whenever certificates are issued to you either upon request or upon termination
of participation, new, differently numbered certificates will be issued.
Dividends will be reinvested on shares represented by the certificates
deposited with the Agent.
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CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
21. How does a participant change his method of participation?
A participant may change his method of participation at any time by
submitting a new Authorization Form to the Agent.
For reinvested dividends, if the new Authorization Form changing a
participant's method of participation is received by the Agent prior to the
record date for a dividend, reinvestment of such participant's dividends is
terminated, and such dividend and all subsequent dividends are paid in cash to
him unless he thereafter again elects to have his dividends reinvested. If the
new Authorization Form is received on or after the record date for a dividend,
such dividend is invested for the participant's account under the Plan and the
change effected thereafter. For optional cash payments, if a new Authorization
Form is received by the Agent 48 hours or more prior to an Investment Date, any
uninvested optional cash payments then held in such participant's account is
not invested and is returned to the participant; if received less than 48 hours
before such date, any such optional cash payment then held is invested for the
participant's account and the change effected thereafter.
22. When and how may a participant withdraw from the Plan?
A participant may withdraw from the Plan by giving written notice to the
Agent that he wishes to withdraw. When a participant withdraws from the Plan
(or upon termination of the Plan by the Company), certificates for whole shares
in his account under the Plan are issued and a cash payment is made for any
fraction of a share in such account. However, if the participant so requests,
the Agent will sell all or a portion of the shares of Common Stock in the
participant's account and delivers the proceeds, less a $10 fee and applicable
brokerage commissions, to the participant.
If the request to terminate is received by the Agent on or after the record
date for a dividend payment, such request to terminate may not become effective
until any dividend paid on the dividend payment date has been reinvested and
the shares of Common Stock purchased are credited to the participant's account
under the Plan. The Agent, in its sole discretion, may either pay any such
dividend in cash or reinvest it in shares of Common Stock on behalf of the
terminating participant. The request for termination will then be processed as
promptly as possible following such dividend payment date. In every case of
termination, the participant's interest in a fractional share of Common Stock
will be paid in cash and will be based on the actual market price of a share of
Common Stock, less any related brokerage commission and applicable transfer
tax.
In any event, if a notice of withdrawal of optional cash payments is received
by the Agent 48 hours or more prior to an Investment Date, the withdrawal will
be duly processed and any uninvested optional cash payments held in such
participant's account will not be invested on the next dividend payment date
but will be returned to the participant.
23. May a participant terminate the reinvestment of dividends on shares held in
his name and still remain in the Plan?
Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his name may leave in the Plan the shares previously
purchased for his account in the Plan. Dividends paid on the shares left in the
Plan continue to be reinvested automatically for his account. The participant
may also continue to make optional cash payments.
OTHER INFORMATION
24. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all the shares of Common Stock, $7.40 Preferred
Stock or $2.80 Depositary Shares registered in his name, the Agent, until it is
otherwise notified, continues to reinvest the dividends on the shares of Common
Stock in the participant's account in the Plan.
9
<PAGE>
25. If the Company issues rights to purchase securities to the holders of
Common Stock, how will the rights on Plan shares be handled?
In the event that the Company makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Agent will sell such rights accruing to shares of Common Stock
held by the Agent for participants and invest the proceeds in additional shares
of Common Stock on the next Investment Date for the Common Stock. A participant
who wishes to receive directly such rights may do so by sending to the Agent,
at least two weeks prior to the rights offering record date, a written request
that certificates for shares in his account be sent to him.
26. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares representing stock dividends or stock splits of Common Stock
distributed by the Company on shares credited to the account of a participant
under the Plan will be added to the participant's account. Shares representing
stock dividends or stock split shares distributed on shares registered in the
name of the participant will be mailed directly to such participant in the same
manner as to stockholders who are not participating in the Plan.
27. How are a participant's shares held under the Plan to be voted at meetings
of stockholders?
Full shares of Common Stock credited to the account of a participant under
the Plan are voted in accordance with instructions of the participant given on
an instruction form or proxy furnished to the participant, or, if the
participant desires to vote in person at the meeting, a proxy to vote the
number of full shares credited to his account under the Plan may be obtained
upon written request received by the Agent at least 15 days before the meeting.
28. What are the federal income tax consequences of participation in the Plan?
Cash dividends paid by the Company on its Common Stock, $7.40 Preferred Stock
or $2.80 Depositary Shares are taxable as ordinary income to the holders of
such shares, even though, to the extent a shareholder participates in the Plan,
such dividends are not actually received by the shareholder, but instead are
reinvested in Common Stock. The amount of ordinary dividend income realized for
Federal income tax purposes will be greater for persons who participate in the
Plan than for those persons who do not, because a participant in the Plan will
be treated as having received, on the dividend payment date, gross income equal
to the full fair market value of the shares of Common Stock acquired under the
Plan through reinvested dividends, although such Common Stock is acquired under
the Plan at a 3% discount. Also, with regard to either the reinvestment of
dividends, or the purchase of additional Common Stock with Optional Cash
Payments, to the extent the Company pays any brokerage fees, commissions or
service charges ("Brokerage Fees") in connection with the purchase of Common
Stock under the Plan, such Brokerage Fees will be taxable to participants as
additional dividends.
A participant's tax basis in shares of Common Stock acquired under the Plan
through the reinvestment of dividends will be equal to the amount treated as a
dividend to such participant, which is the fair market value of such shares on
the dividend payment date plus applicable Brokerage Fees. The tax basis of
shares of Common Stock acquired under the Plan through Optional Cash Payments
will be the cost of the shares plus applicable Brokerage Fees.
There are no income tax consequences at the time certificates for full shares
accumulated in a participant's account are issued to the participant.
When, at the request of a participant, the Agent sells shares of Common Stock
credited to a participant's account or distributes cash with respect to a
fractional share interest to a participant, gain or loss will be realized to
the participant in an amount equal to the difference between the net proceeds
received and the participant's tax basis in the shares or fractional shares
sold. If the shares are capital assets in the participant's hands, such gain or
loss will be capital gain or loss. Whether the capital gain or loss realized is
long-term or
10
<PAGE>
short-term depends upon the holding period of the shares giving rise to the
gain or loss. In general, if the holding period is longer than a year, such
capital gain or loss will be long-term. A participant's holding period for
shares of Common Stock purchased under the Plan will begin on the day following
the day on which such shares were credited to the participant's account.
The foregoing discussion is only a brief and general summary of the Federal
income tax considerations involved, and does not address state, local, foreign
or estate taxation. Participants are urged to consult their own tax advisors to
analyze, evaluate and determine all of the tax consequences of participation in
the plan or of particular transactions in light of their individual
circumstances.
29. What provision is made for participants whose dividends are subject to
Federal income tax withholding?
In the case of those holders of Common Stock, $7.40 Preferred Stock or $2.80
Depositary Shares who participate in the Plan and whose dividends are subject
to United States Federal tax withholding, the Agent applies an amount equal to
the cash dividends payable to such participant, less the amount of tax required
to be withheld, to the purchase of shares of Common Stock for the participant's
account. The quarterly statements confirming purchases made for such
participants will indicate the amount of tax withheld.
Participants subject to United States Federal tax withholding who check the
"optional cash payments only" box on the Authorization Form continue to receive
cash dividends on shares registered in their names in the same manner as if
they were not participating in the Plan. Optional cash payments received from
them must be in United States dollars and are invested in the same manner as
payments from other participants.
30. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent in administering the Plan are not liable for any
act done in good faith or for their good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate
a participant's account upon such participant's death prior to receipt of
notice in writing of such death, or with respect to the prices at which shares
are purchased or sold for the participant's account and the times when such
purchases or sales are made, or with respect to any loss or fluctuation in the
market value after purchase or sale of shares.
31. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time
without the approval of the participants. Notice of any such suspension or
termination or material amendment or modification will be sent to all
participants who shall in all events have the right to withdraw from the Plan.
32. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan is determined by the
Company and any such determination is final.
33. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is not different
from investment in directly-held shares in this regard. The participant bears
the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares held by him in the Plan or otherwise.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will be purchased from it under the Plan or the prices at which such shares
will be purchased. The net proceeds from any sales by the Company of the Common
Stock offered hereby will be added to the general funds of the Company and will
be used for working capital and capital expenditures or to reduce indebtedness
incurred for such purposes. Funds required for the foregoing may be derived
from internal sources, additional borrowings or other financial arrangements.
11
<PAGE>
LEGAL OPINION
Legal matters in connection with the securities offered hereby have been
passed upon by Mr. M. W. Meyer, Vice President and Deputy General Counsel of
the Company. The Company has been advised by Mr. Meyer that at February 28,
1994, he owned 21,702 shares of Common Stock of the Company.
EXPERTS
The financial statements and schedules of the Company and consolidated
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The By-Laws of the Company provide for the indemnification of its officers
and directors under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed 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.
12
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY TENNECO INC.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Tenneco Inc............................................................... 2
Incorporation of Certain Documents By Reference........................... 2
Available Information..................................................... 2
Description of the Dividend Reinvestment and Stock Purchase Plan.......... 3
Purpose.................................................................. 3
Advantages to Participants............................................... 3
Administration........................................................... 4
Participation............................................................ 4
Costs.................................................................... 6
Purchases................................................................ 6
Optional Cash Payments................................................... 6
Reports to Participants.................................................. 7
Dividends................................................................ 7
Certificates for Shares; Sale of Shares.................................. 8
Deposit of Additional Certificates....................................... 8
Changing Method of Participation and Withdrawal.......................... 9
Other Information........................................................ 9
Use of Proceeds........................................................... 11
Legal Opinion............................................................. 12
Experts................................................................... 12
Securities and Exchange Commission Position on Indemnification for
Securities Act Liabilities............................................... 12
</TABLE>
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
----------------
COMMON STOCK
(PAR VALUE $5)
LOGO
----------------
PROSPECTUS
----------------
MARCH 9, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this Registration Statement.
<TABLE>
<S> <C>
Registration fee................................................. $ 19,354
Printing and engraving expense................................... 48,000*
Auditors' fees................................................... 30,000*
Agent's fees and expenses........................................ 218,000*
Miscellaneous, including Blue Sky qualification expense, travel,
telephone and telegraph and various out-of-pocket expenses...... 11,646*
--------
Total........................................................ $327,000*
========
</TABLE>
- --------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company include the following provisions.
"Section 14. Each person who is or was a director or officer of the
Company, or who serves or may have served at the request of the Company as
a director or officer of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators
or estate of such person) and who was or is a party or is threatened to be
made a party to any threatened, pending or completed claim, action, suit or
proceeding, whether criminal, civil, administrative or investigative,
including appeals, shall be indemnified by the Company as matter of right
to the full extent permitted or authorized by the General Corporation Law
of Delaware, as it may from time to time be amended, against any expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in his capacity as a
director or officer, or arising out of his status as a director or officer.
Each person who is or was an employee or agent of the Company, or who
serves or may have served at the request of the Company as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of
such person) may, at the discretion of the Board, be indemnified by the
Company to the same extent as provided herein with respect to directors and
officers of the Company.
"The Company may, but shall not be obligated to, maintain insurance at
its expense, to protect itself and any person who is or was a director,
officer, employee or agent of the Company, or is or was serving as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such. The Company may, but shall not be obligated to, pay
expenses incurred in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding.
"The indemnification provided by this Section 14 shall not be exclusive
of any other rights to which those seeking indemnification may be entitled
as a matter of law or under any agreement, vote of stockholders or
disinterested directors or otherwise."
The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing By-Law provision, and to insure the officers and directors of
the Company, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.
II-1
<PAGE>
See "Item 17, Undertakings", for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. LIST OF EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
<TABLE>
<C> <S>
1 --None
2 --None
4(a) --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to
Registration No. 33-17815 filed October 9, 1987).
4(b)(1) --Certificate of Incorporation as amended and supplemented as of
March 1, 1991 (Exhibit 4(a) to Registration No. 33-43561 filed
October 28, 1991).
4(b)(2) --Certificate of Designation, Preferences and Rights of Series A
Cumulative Preferred Stock, dated December 19, 1991 (Exhibit
4(b)(7) to Registration No. 33-45345).
4(b)(3) --Certificate of Retirement of Preferred Stock Redeemed or
Purchased dated February 21, 1992 (Exhibit 3(a)(8) to Form 10-K
for the year ended December 31, 1991, File No. 1-9864).
4(b)(4) --Certificate of Retirement of Preferred Stock Redeemed or
Purchased dated February 22, 1993 (Exhibit 3(b) to Form 10-K for
the year ended December 31, 1992, File No. 1-9864).
4(b)(5) --Certificate of Retirement of Preferred Stock Redeemed or
Purchased dated February 14, 1994 (Exhibit 3(a)(10) to Form 10-K
for the fiscal year ended December 31, 1993, File No. 1-9864).
4(c) --Copy of By-Laws of Tenneco Inc. as amended March 9, 1993
(Exhibit 3(b) to Form 10-K for the year ended December 31, 1992,
File No. 1-9864).
4(d) --Copy of Rights Agreement dated as of May 24, 1988, as amended
and restated as of October 1, 1989 between Tenneco Inc. and First
Chicago Trust Company of New York, as Rights Agent (Exhibit 4(d)
to Registration No. 33-43561 filed October 28, 1991).
*5 --Opinion of M. W. Meyer, Esq.
8 --None
12 --None
15 --None
*23(a) --The consent of Arthur Andersen & Co. is attached to this
Registration Statement.
*23(b) --The consent of M.W. Meyer, Esq. is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
*24 --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M.
Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K.
Johnson, John B. McCoy and Joseph J. Sisco.
25 --None
26 --None
27 --None
28 --None
99 --None
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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.
II-3
<PAGE>
CONSENT
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 14, 1994,
included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen & Co.
Houston, Texas
March 9, 1994
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 9th day of
March, 1994.
TENNECO INC.
Dana G. Mead
By___________________________________
DANA G. MEAD,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Dana G. Mead March 9, 1994
- ------------------------------------
DANA G. MEAD Principal Executive
Officer and Director
Robert T. Blakely March 9, 1994
- ------------------------------------
ROBERT T. BLAKELY Principal Financial and
Accounting Officer
Mark Andrews, W. Michael Blumenthal, Directors
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K.
Johnson, John B. McCoy, Joseph J.
Sisco
By T. R. Tetzlaff March 9, 1994
----------------------------------
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TENNECO INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
------- ----------------------- ------------
<C> <S> <C>
4(a) --Specimen Certificate of Common Stock (Exhibit *
4(b)(2) to Registration No. 33-17815 filed October
9, 1987).
4(b)(1) --Certificate of Incorporation as amended and *
supplemented as of March 1, 1991 (Exhibit 4(a) to
Registration No. 33-43561 filed October 28, 1991).
4(b)(2) --Certificate of Designation, Preferences and Rights *
of Series A Cumulative Preferred Stock, dated
December 19, 1991 (Exhibit 4(b)(7) to Registration
No. 33-45345).
4(b)(3) --Certificate of Retirement of Preferred Stock *
Redeemed or Purchased dated February 21, 1992
(Exhibit 3(a)(8) to Form 10-K for the year ended
December 31, 1991, File No. 1-9864).
4(b)(4) --Certificate of Retirement of Preferred Stock *
Redeemed or Purchased dated February 22, 1993
(Exhibit 3(b) to Form 10-K for the year ended
December 31, 1992, File No. 1-9864).
4(b)(5) --Certificate of Retirement of Preferred Stock *
Redeemed or Purchased dated February 14, 1994
(Exhibit 3(a)(10) to Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-9864).
4(c) --Copy of By-Laws of Tenneco Inc. as amended March 9, *
1993 (Exhibit 3(b) to Form 10-K for the year ended
December 31, 1992, File No. 1-9864).
4(d) --Copy of Rights Agreement dated as of May 24, 1988, *
as amended and restated as of October 1, 1989
between Tenneco Inc. and First Chicago Trust Company
of New York, as Rights Agent (Exhibit 4(d) to
Registration No. 33-43561 filed October 28, 1991).
5 --Opinion of M. W. Meyer, Esq.
23(a) --The consent of Arthur Andersen & Co. is attached to
this Registration Statement.
23(b) --The consent of M.W. Meyer, Esq. is contained in his
opinion filed as Exhibit 5 to this Registration
Statement.
24 --Powers of Attorney of Mark Andrews, W. Michael
Blumenthal, M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K. Johnson, John B.
McCoy and Joseph J. Sisco.
</TABLE>
- --------
* Exhibit incorporated by reference.
<PAGE>
EXHIBIT 5
<PAGE>
March 9, 1994
Tenneco Inc.
Tenneco Building
Houston, Texas 77002
Gentlemen:
As Vice President and Deputy General Counsel of Tenneco Inc., a Delaware
corporation, (herein called the "Company"), I am familiar with the Company's
Certificate of Incorporation and all amendments thereto and the bylaws of the
Company.
I am familiar with the proposed sale by the Company of up to 1,000,000
shares of the Company's Common Stock, par value $5 per share (the "Common
Stock") which is currently held in the Company's treasury account and is being
registered pursuant to the Registration Statement on Form S-3 with which this
opinion is filed as an exhibit (the "Registration Statement"). The Common Stock
may be offered for sale to participants in a Dividend Reinvestment and Stock
Purchase Plan in which holders of record of the Company's Common Stock, $7.40
Cumulative Preferred Stock and $2.80 Depositary Shares (each representing one-
half of a share of Series A Cumulative Preferred Stock) are entitled to
participate.
I have examined all statutes, corporate records and other instruments and
documents which I have deemed it necessary to examine for the purposes of this
opinion. Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is legally existing under the
laws of the State of Delaware.
2. The Common Stock, when sold as contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement and to
the use of my name therein.
Very truly yours,
M. W. Meyer
<PAGE>
EXHIBIT 23(A)
<PAGE>
SEE SEQUENTIALLY NUMBERED PAGE
For Consent of Arthur Andersen & Co., Independent Public Accountants for
Tenneco Inc. (Houston, Texas)
<PAGE>
EXHIBIT 23(B)
<PAGE>
SEE SEQUENTIALLY NUMBERED PAGE
For Consent of M. W. Meyer, Esq.
<PAGE>
EXHIBIT 24
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed
this instrument this 9th day of March, A.D. 1994.
MARK ANDREWS
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
W. MICHAEL BLUMENTHAL
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
M. KATHRYN EICKHOFF
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
PETER T. FLAWN
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
HENRY U. HARRIS, JR.
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
BELTON K. JOHNSON
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
JOHN B. MCCOY
--------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does
hereby appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, one or more
Registration Statements on Form S-3 for the registration of a maximum cumulative
amount of 2,000,000 shares of Common Stock, $5 par value, of Tenneco Inc. to be
sold pursuant to the Dividend Reinvestment and Stock Purchase Plan offered to
holders of the Company's Common Stock, $7.40 Preferred Stock and $2.80
Depositary Shares, and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have the power to act hereunder with
or without the other of said attorneys and shall have full power and authority
to do and perform, in the name and on behalf of the undersigned, in any and all
capacities every act whatsoever fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has
executed this instrument this 9th day of March, A.D. 1994.
JOSEPH J. SISCO
--------------------------------
