<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1995
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TENNECO INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
PLAN: ILLINOIS
ISSUER: DELAWARE ISSUER: 76-0233548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
TENNECO BUILDING, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
(FULL TITLE OF THE PLAN)
M. W. MEYER
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
TENNECO INC.
TENNECO BUILDING
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (713) 757-2131
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of Tenneco
Inc., par value $5 per
share (including
associated Rights).... 6,000 shs. $48.94* $293,640* $102
=======================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as quoted for July 17, 1995, in The Wall Street
Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission are
incorporated in this registration statement by reference:
1. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1994.
2. Tenneco Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
3. Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
4. Tenneco Inc.'s Proxy Statement issued in connection with its Annual
Meeting of Stockholders held on May 9, 1995.
5. 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. or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of Tenneco Inc. include the following provision:
"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,
II-1
<PAGE>
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."
Insofar as the foregoing provision permits indemnification (other than the
payment by Tenneco Inc. of expenses incurred or paid by a director or officer
in the successful defense of any action) for liabilities arising under the
Securities Act of 1933, Tenneco Inc. has been advised by the Securities and
Exchange Commission that, in the opinion of the Commission, it is against
public policy as expressed in the Act and therefore unenforceable. In the event
that a claim for such indemnification is asserted by an officer or a director,
pursuant to the foregoing provision or Delaware law, Tenneco Inc. will (unless
the question has already been determined by a precedent deemed to be
controlling) submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Tenneco Inc. has purchased insurance which purports to insure Tenneco Inc.
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of Tenneco
Inc., and of its subsidiary companies, against certain liabilities incurred by
them in the discharge of their function as such officers and directors except
for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. 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>
4(a) --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to Registration No. 33-
17815).
4(b) --Certificate of Incorporation as amended and supplemented as of March 1, 1995
(Exhibit 3(a)(1) to Form 10-K for the fiscal year ended December 31, 1994, File
No. 1-9864).
4(c) --Rights Agreement dated as of May 24, 1988, as amended and restated 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).
5 --None.
15 --None.
*23 --The consents of Arthur Andersen LLP are attached 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, Joseph J. Sisco, William L. Weiss and Clifton R. Wharton, Jr.
28 --None.
99(a) --Tenneco Automotive Hourly Employees Savings Plan (Exhibit 99(a) to
Registration Statement No. 33-50863).
99(b) --Trust Agreement, effective as of April 1, 1993, between Frontier Trust Company
and Tenneco Automotive (Exhibit 99(b) to Registration Statement No. 33-50863).
99(c) --Copy of Tenneco Automotive Hourly Employee Savings Plan Summary Plan
Description (Exhibit 99(c) to Registration Statement No. 33-50863).
</TABLE>
II-2
<PAGE>
The Registrant has submitted the Plan, and hereby undertakes to submit any
amendment thereto, to the Internal Revenue Service in a timely manner and will
make all changes required by the Internal Revenue Service in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose 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
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. INCORPORATION BY REFERENCE.
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 (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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. DELIVERY OF CERTAIN MATERIAL.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual report for the preceding
year may be so delivered, but within such 120 day period the annual report for
the last fiscal year will be furnished to each such employee.
II-3
<PAGE>
D. COMMISSION POSITION ON INDEMNIFICATION.
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-4
<PAGE>
SIGNATURES
THE REGISTRANT
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-8 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 THIS 19TH DAY OF
JULY, 1995.
TENNECO INC.
Dana G. Mead
By___________________________________
Dana G. Mead
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Dana G. Mead Principal Executive Officer July 19, 1995
------------------------------------- and Director
Dana G. Mead
Robert T. Blakely Principal Financial and July 19, 1995
------------------------------------- Accounting Officer
Robert T. Blakely
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,
William L. Weiss, Clifton R. Wharton,
Jr.
By M. W. Meyer July 19, 1995
- -------------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE>
SIGNATURE
THE PLAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE TENNECO
AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 19TH DAY OF JULY,
1995.
TENNECO AUTOMOTIVE HOURLY EMPLOYEES
SAVINGS PLAN
Richard A. Snell
By
-----------------------------------
Richard A. Snell
Chairman of the Tenneco Automotive
Benefits Committee
II-6
<PAGE>
CONSENTS
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 16, 1995,
included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Houston, Texas
July 19, 1995
----------------
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO
AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated June 28, 1995,
included in the Annual Report of the Tenneco Automotive Hourly Employees
Savings Plan on Form 11-K for the year ended December 31, 1994, and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Milwaukee, Wisconsin
July 19, 1995
II-7
<PAGE>
EXHIBIT 24
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ Mark Andrews
_____________________________________
Mark Andrews
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ W. Michael Blumenthal
_____________________________________
W. Michael Blumenthal
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ M. Kathryn Eickhoff
_____________________________________
M. Kathryn Eickhoff
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ Peter T. Flawn
_____________________________________
Peter T. Flawn
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ Henry U. Harris, Jr.
_____________________________________
Henry U. Harris, Jr.
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 8th
day of June, A.D. 1995.
/s/ Belton K. Johnson
_____________________________________
Belton K. Johnson
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ John B. McCoy
_____________________________________
John B. McCoy
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ Joseph J. Sisco
_____________________________________
Joseph J. Sisco
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 8th
day of June, A.D. 1995.
/s/ William L. Weiss
_____________________________________
William L. Weiss
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl 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, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
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 requisite or necessary to be done in the
premises, as 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 18th
day of July, A.D. 1995.
/s/ Clifton R. Wharton, Jr.
_____________________________________
Clifton R. Wharton, Jr.
