<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1995
REGISTRATION NO. 33-. . . . . . . .
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0233548
(I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION OF IDENTIFICATION NO.)
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)
----------------
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)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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. [_]
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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT OFFERING MAXIMUM AMOUNT OF
SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Debt Securities............ $900,000,000 100%* $900,000,000 $310,345
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* Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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 $100,000,000 OF DEBT SECURITIES PREVIOUSLY
REGISTERED UNDER SAID ACT UNDER REGISTRATION NO. 33-54184.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
DECEMBER 7, 1995
$1,000,000,000
DEBT SECURITIES
TENNECO INC.
Tenneco Inc. (the "Company") directly, through agents designated from time to
time, or through dealers or underwriters also to be designated, may sell from
time to time up to $1,000,000,000 aggregate principal amount (or its
equivalent) of its debt securities (the "Securities") on terms to be determined
at the time of sale. The specific designation, aggregate principal amount,
maturities, rate (or method of calculation) and time of payment of interest,
purchase price, any terms for redemption and the agent, dealer or underwriter,
if any, in connection with the sale of the Securities in respect of which this
Prospectus is being delivered and other terms of the Securities are set forth
in the accompanying Prospectus Supplement (the "Prospectus Supplement"). The
Company reserves the sole right to accept and, together with its agents from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents.
If an agent of the Company or a dealer or underwriter is involved in the sale
of the Securities in respect of which this Prospectus is being delivered, the
agent's commission, dealer's purchase price, or underwriter's discount is set
forth in, or may be calculated from, the Prospectus Supplement, and the net
proceeds to the Company from such sale will be the purchase price of such
Securities less such commission in the case of an agent, the purchase price of
such Securities in the case of a dealer or the public offering price less such
discount in the case of an underwriter, and less, in each case, the other
attributable issuance expenses. The aggregate proceeds to the Company from all
the Securities will be the purchase price of Securities sold less the aggregate
of agents' commissions and underwriters' discounts and other expenses of
issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.
-----------
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.
-----------
December , 1995
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TABLE OF CONTENTS
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PAGE
----
<S> <C>
Available Information................................................ 2
Incorporation of Certain Documents by Reference...................... 2
Tenneco Inc. ........................................................ 3
Use of Proceeds...................................................... 3
Description of Securities............................................ 3
Plan of Distribution................................................. 9
Legal Opinions....................................................... 10
Experts.............................................................. 10
</TABLE>
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 Room 1024, 450 5th Street, N.W.,
Washington, D.C., and at regional offices of the Commission at the following
addresses: Seven World Trade Center, 13th Floor, New York, New York 10048, and
500 West Madison, Suite 1400, 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, Chicago 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 the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission. The following
documents filed with the Securities and Exchange Commission by the Company are
incorporated as of their respective dates in this Prospectus by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1994;
(b) Definitive Proxy Statement for the Annual Meeting of Stockholders
held on May 9, 1995;
(c) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995, and September 30, 1995.
(d) Current Reports on Form 8-K dated October 2, 1995 and November 17,
1995; and
All documents subsequently filed by the Company pursuant to Section 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 documents.
2
<PAGE>
TENNECO INC.
Tenneco Inc. is a holding company conducting all of its operations through
subsidiaries. As used herein, the term "Tenneco" refers to the Company and its
consolidated subsidiaries.
The major businesses of Tenneco are natural gas transportation and marketing;
manufacture and sale of automotive exhaust system parts and ride control
products; construction and repair of ships; and manufacture and sale of
packaging materials, cartons, containers and specialty packaging products.
Tenneco also owns 21% of Case Corporation, a manufacturer of farm and
construction equipment.
Because the Company is a holding company rather than an operating company,
its ability to pay interest on its outstanding indebtedness depends primarily
upon the availability of funds from its operating subsidiaries.
The address of the Company, a Delaware corporation, is P.O. Box 2511,
Houston, Texas 77252-2511, and its telephone number is (713) 757-2131.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement, the net proceeds from
the sale of the Securities 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 and to refinance long term debt
maturing over the next several years and to refinance short term debt incurred
to acquire businesses and assets. Any additional funds required for any of the
foregoing purposes may be derived from internal sources, additional borrowings
or other financial arrangements.
DESCRIPTION OF SECURITIES
The Securities are to be issued pursuant to the provisions of an indenture
(hereinafter called the "Indenture") dated as of March 15, 1988, between the
Company and The Chase Manhattan Bank (National Association), as Trustee
(hereinafter called the "Trustee"). The following statements are summaries of
certain provisions contained in the Indenture, a copy of which is filed as an
exhibit to the registration statement of which this Prospectus is a part. They
do not purport to be complete statements of all the terms and provisions of the
Indenture, and reference is made to the Indenture for full and complete
statements of such terms and provisions.
GENERAL
The Indenture does not limit the amount of securities that can be issued
thereunder, nor does it restrict the payment of dividends or the acquisition of
capital stock by the Company or any subsidiary of the Company or the amount of
debt which the Company or any subsidiary of the Company can incur. Additional
securities may be issued under the Indenture from time to time and offered on
terms determined by market conditions at the time of sale.
The Securities will be unsecured and will rank equally and ratably with other
unsecured and unsubordinated debt of the Company.
The Prospectus Supplement sets forth the following terms of the Securities in
respect of which this Prospectus is delivered: (i) the designation of such
Securities, (ii) the aggregate principal amount of such Securities, (iii) the
percentage of principal amount at which such Securities will be issued, (iv)
the date or dates on which such Securities will mature, (v) the rate or rates,
if any, per annum (which may be fixed or variable) at which such Securities
will bear interest or the method of determining such rate or rates, (vi) the
times at which such interest, if any, will be payable, (vii) the date, if any,
after which such Securities may be redeemed, or any applicable sinking fund
requirements, and the redemption price or prices, (viii) the currency in which
the Securities will be denominated (if other than U.S. dollars), and (ix) any
other special terms.
3
<PAGE>
Principal, premium, if any, and interest, if any, will be payable at the
principal corporate trust office of the Trustee in The City of New York, or
that of its agent, provided that payment of interest, other than interest
payable at maturity or upon redemption, may be made at the option of the
Company by check mailed to the address of the person entitled thereto as it
appears on registry books of the Company. Unless otherwise indicated in the
Prospectus Supplement, payment of interest on any interest payment date will be
made only to holders of the Securities in whose names the Securities are
registered on the record date specified in the Securities.
The Securities will be in registered form, without coupons, issuable in
denominations of $1,000 (unless otherwise specified in the Prospectus
Supplement) or any authorized multiple thereof.
LIENS
So long as any Securities are outstanding, neither the Company nor any
Subsidiary (as defined below) will create, assume or suffer to exist any Lien
(as defined below) which secures Debt (as defined below) and which is on any
capital stock of any Subsidiary owned by it; provided, however, that this
prohibition does not apply to or prevent the creation or existence of any Lien
upon any capital stock (i) created at the time of the acquisition of such
capital stock by the Company or any Subsidiary or within one year after such
time to secure all or a portion of the purchase price for such capital stock or
Debt incurred to finance such purchase price; (ii) held by a person existing on
such capital stock at the time such person becomes a Subsidiary; or (iii) of a
foreign Subsidiary held directly or indirectly by another foreign Subsidiary to
secure Debt of such other foreign Subsidiary.
The Indenture provides that so long as any Securities are outstanding, the
Company will not, and will not permit any Subsidiary, other than a Finance
Subsidiary (as defined below) to, pledge, mortgage or hypothecate, or permit
any Lien upon, any property or assets at any time owned by the Company or any
Subsidiary, other than a Finance Subsidiary, to secure any Debt, without making
effective provision whereby the Securities shall (so long as such other Debt
shall be so secured) be equally and ratably secured with any and all such Debt
and with any other Debt similarly entitled to be equally and ratably secured;
provided, however, that such restriction shall not apply to nor prevent the
creation or existence of any encumbrance upon capital stock permitted under the
provision described in the preceding paragraph or:
(a) any Lien upon any property or assets of the Company or any Subsidiary
in existence on March 15, 1988, or created pursuant to an "after-acquired
property" clause or similar term (including any Liens created upon
substitution of cash or collateral of similar value) in existence at March
15, 1988, of any mortgage, pledge agreement, security agreement or other
similar instrument in existence on March 15, 1988;
(b) any Lien upon any property or assets created at the time of the
acquisition of such property or assets by the Company or any Subsidiary or
within one year after such time to secure all or a portion of the purchase
price for such property or assets or Debt incurred to finance such purchase
price;
(c) any Lien upon any property or assets existing thereon at the time of
the acquisition thereof by the Company or any Subsidiary (whether or not
the obligations secured thereby are assumed by the Company or any
Subsidiary);
(d) any Lien upon any property or assets of a person existing thereon at
the time such person becomes a Subsidiary by acquisition or otherwise;
(e) the assumption by the Company or any Subsidiary of obligations
secured by any Lien existing at the time of the acquisition by the Company
or any Subsidiary of the property or assets subject to such Lien or at the
time of acquisition of the person which owns such property or assets;
(f) any extension, renewal or refunding of any permitted Liens on capital
stock or any Lien permitted by paragraphs (a), (b), (c), (d) or (e) above
on substantially the same property or assets theretofore subject thereto or
any part thereof, securing Debt not in excess of the amount outstanding on
the date of such extension, renewal or refunding;
4
<PAGE>
(g) any Lien on any oil, gas, mineral and processing and other plant
properties to secure the payment of costs, expenses or liabilities incurred
under any lease or grant or operating or other similar agreement in
connection with or incident to the exploration, development, maintenance or
operation of such properties;
(h) any Lien arising from or in connection with a conveyance by the
Company or any Subsidiary of any production payment with respect to oil,
gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals,
steam, timber or other natural resources;
(i) any Lien in favor of the Company or any Subsidiary;
(j) any Lien created or assumed by the Company or any Subsidiary in
connection with the issuance of Debt the interest on which is excludable
from gross income of the holder of such Debt pursuant to the Internal
Revenue Code of 1986, as amended, or any successor statute, for the purpose
of financing, in whole or in part, the acquisition or construction of
property or assets to be used by the Company or any Subsidiary;
(k) Liens upon rights-of-way for pipeline purposes;
(l) any governmental Lien, mechanics', materialmen's, carriers' or
similar Lien incurred in the ordinary course of business which is not yet
due or which is being contested in good faith by appropriate proceedings
and any undetermined Lien which is incidental to construction;
(m) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate
a purchaser of, any property;
(n) Liens of taxes and assessments which are (i) for the then current
year, or (ii) not at the time delinquent or (iii) delinquent but the
validity of which is being contested at the time by the Company or any
Subsidiary in good faith;
(o) Liens of, or to secure performance of, leases;
(p) any Lien upon, or deposits of, any assets in favor of any surety
company or clerk of court for the purpose of obtaining indemnity or stay of
judicial proceedings;
(q) any Lien upon property or assets acquired or sold by the Company or
any Subsidiary resulting from the exercise of any rights arising out of
defaults on receivables;
(r) any Lien incurred in the ordinary course of business in connection
with workmen's compensation or unemployment insurance, or to secure
obligations imposed by statute or governmental regulations;
(s) any Lien upon property or assets of any foreign Subsidiary to secure
Debt of that foreign Subsidiary;
(t) any Lien upon any property or assets in accordance with customary
banking practice to secure any Debt incurred by the Company or any
Subsidiary in connection with the exporting of goods to, or between, or the
marketing of goods in, or the importing of goods from, foreign countries;
(u) any Lien upon any additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts thereof attaching to or required
to be attached to property or assets pursuant to the terms of any mortgage,
pledge agreement, security agreement or other similar instrument, creating
a Lien upon such property or assets permitted by paragraphs (a) through (v)
inclusive; or
(v) any Lien securing any Debt in an amount which, together with all
other Debt secured by a Lien that is not otherwise permitted by the
provisions of any other provision set forth above, does not at the time of
the incurrence of the Debt so secured exceed 10% of Consolidated Net
Tangible Assets (as defined below), as shown on a balance sheet as of the
end of the most recent fiscal quarter prior to the incurrence of such Debt
for which a balance sheet is available. At September 30, 1995, 10% of
Consolidated Net Tangible Assets was $918 million.
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If the Company or any of its Subsidiaries (other than a Finance Subsidiary)
shall propose to so pledge, mortgage or hypothecate any assets or property at
any time owned by it to secure any Debt, other than as permitted by
subdivisions (a) through (v) inclusive above, the Company will prior thereto
give written notice thereof to the Trustee, and the Company will prior to or
simultaneously with such pledge, mortgage or hypothecation, by supplemental
indenture executed to the Trustee (or to the extent legally necessary to an
additional or separate trustee), in form satisfactory to the Trustee, cause all
the Securities effectively to be secured equally and ratably with such Debt,
pledge, mortgage or hypothecation of such assets or property.
MODIFICATION OF INDENTURE
The Indenture provides that, with the consent of the holders of not less than
a majority in principal amount of Securities of all series at the time
outstanding which will be affected by the modification or amendment to the
Indenture (voting as a single class), the Company and the Trustee may enter
into supplemental indentures for the purposes of modifying or amending any of
the provisions of the Indenture or of any supplemental indenture, or of
modifying the rights of the holders of the Securities affected by such
modification or amendment, but may not, without the consent of the holders of
all outstanding Securities affected by such modification or amendment, (i)
extend the maturity, reduce the interest rate or modify in any other way the
terms of payment of principal, premium, if any, or interest upon the
Securities, or (ii) reduce the aforesaid percentage of Securities, the holders
of which are required to consent to any such supplemental indenture.
DEFAULTS AND RIGHTS UPON DEFAULT
The Indenture defines the term "default" with respect to a series of
Securities to mean a default in the payment of interest or the making of any
sinking fund redemption for 30 days on such series, a default in the payment of
principal of or premium, if any, on such series (other than failure to make a
sinking fund redemption), and a default in the performance of any of the
Company's covenants in the Indenture for 60 days after written notice of such
default.
The term "default" also includes certain events involving the Company or
Tennessee Gas Pipeline Company, a wholly-owned subsidiary of the Company
("Tennessee"), but not any of the Company's other Subsidiaries, in bankruptcy,
reorganization, receivership or other insolvency proceedings, or an assignment
by the Company or Tennessee for the benefit of creditors; provided that at the
time of such event Tennessee is a Subsidiary of the Company. The assets of
Tennessee presently consist primarily of its interstate gas pipeline system,
assets utilized in its automotive business and capital stock, held directly or
indirectly, of substantially all of the other Subsidiaries of the Company. The
Indenture contains no restriction upon the transfer, sale or other disposition
by Tennessee of all or a portion of its assets, whether to the Company or to
unaffiliated parties, nor does it require that Tennessee's corporate existence
continue.
In addition, the term "default" includes default by the Company in the
payment of principal of or interest on any obligation for money borrowed beyond
any period of grace specified therefor or default by the Company in the
performance of any of the terms of any agreement under which such obligation is
created if the effect is to cause such obligation to become due prior to its
stated maturity, if any such default is not waived by the required percentage
of the holders of such obligations. In addition, the term "default" includes
any default, of the type described in the preceding sentence, (i) by a domestic
Subsidiary (other than a Finance Subsidiary) if such default results in
acceleration of Debt of that Subsidiary in excess of 1% of the consolidated
Debt of the Company and its Subsidiaries (excluding Debt of Finance
Subsidiaries) or (ii) by two or more domestic Subsidiaries (other than a
Finance Subsidiary) if such default results in acceleration of Debt of those
Subsidiaries in excess of 5% of the consolidated Debt of the Company and its
Subsidiaries (excluding Debt of Finance Subsidiaries).
On or before May 1 in each year, the Company must file with the Trustee an
officers' certificate stating whether or not, to the knowledge of the signers,
the Company is in default in the performance of any of the terms of the
Indenture.
6
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If a default shall have occurred and be continuing with respect to (i) the
payment of principal of, premium, if any, or interest or sinking fund
redemption payment on, any series of Securities or (ii) the performance of any
other covenant of the Company relating to that series of Securities, the
Trustee or the holders of at least 25% in principal amount of the Securities of
the series affected in the case of clause (i) (or 25% in principal amount of
all series affected in the case of clause (ii), treated as a single class) then
outstanding may declare the principal of all the Securities of such series (or
all such series, as the case may be) to be due and payable, but the holders of
a majority in principal amount of the Securities then outstanding of that
series (or all such series treated as a single class, as the case may be) may
rescind such declaration if the default is cured. No Securityholder may enforce
the Indenture except in the case of a refusal or neglect of the Trustee to act
for 30 days after notice of default and after request by the holders of a
majority in principal amount of the outstanding Securities of any series as to
which a default has occurred in the case of a payment default and all other
series affected thereby in the case of any other default, and the offer to the
Trustee of indemnity and security satisfactory to it, but this provision does
not prevent any Securityholder of that series from enforcing payment of
principal of, or premium, if any, or interest or sinking fund redemption
payment on, his Security. Holders of a majority in principal amount of the
Securities of any and all series affected (treated as a single class) and then
outstanding may direct the Trustee as to proceedings available to it under the
Indenture. Prior to declaration of acceleration, any past non-payment default
with respect to a particular series of Securities may be waived by the holders
of a majority in principal amount of the Securities of all series then
outstanding affected thereby (treated as a single class).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that the Company will not consolidate with or merge
into, or sell, lease, transfer or otherwise dispose of its assets as, or
substantially as, an entirety to any person unless the person resulting from
such consolidation or into which the Company is merged or which acquired or
leased the assets of the Company as, or substantially as, an entirety assumes
the obligations of the Company under all the Securities then outstanding and,
in the case of any such merger or consolidation, unless the person resulting
from such consolidation or into which the Company is merged is a corporation
existing under the laws of the United States, one of the States thereof or the
District of Columbia.
DEFEASANCE
Defeasance and Discharge of Securities of any Series
The Company has the right at any time to be discharged from its obligations
under the Securities of any series (except for certain obligations to register
the transfer or exchange of the Securities of such series, to replace stolen,
lost or mutilated Securities of such series, to maintain paying agencies and
hold monies for payment in trust), subject to certain conditions, by depositing
in trust with the Trustee an amount, in cash or securities of the United States
government or securities issued by government agencies backed by the full faith
and credit of such government ("U.S. Government Obligations"), sufficient to
pay or provide for payment of all principal and interest and premium, if any,
due and to become due on the Securities of such series and paying all other
sums payable by it under the Indenture with respect to the Securities of such
series.
In order to be so discharged of its obligations, the Company must first
deliver to the Trustee either a ruling from the Internal Revenue Service or an
opinion of counsel to the effect that any such satisfaction and discharge will
not result in recognition by holders of the Securities of such series of
income, gain or loss for federal income tax purposes (other than income, gain
or loss that would have been recognized in the same amount and in the same
manner and at the same time or times as would have been the case absent such
satisfaction and discharge). Notwithstanding the foregoing, the obligation of
the Company to pay when due the principal of, any premium, if any, and interest
on the Securities of such series will be reinstated if the Trustee is unable to
pay when due any such amount from the money or U.S. Government Obligations as a
result of any legal proceeding or order of any court or governmental authority.
7
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Defeasance of Certain Covenants
The Company also has the right to be discharged of its covenant under the
Indenture described under "Liens" above, insofar as the Securities of such
series are concerned, by depositing in trust with the Trustee an amount, in
cash or U.S. Government Obligations, sufficient to pay or provide for payment
of all principal and interest and premium, if any, due and to become due on the
Securities of such series and paying all other sums payable by it under the
Indenture with respect to the Securities of such series. The Company is not
required to deliver any ruling of the Internal Revenue Service or opinion of
counsel with respect to the federal income tax consequences of any such
discharge as described above under the caption "Defeasance and Discharge of
Securities of any Series".
DEFINITIONS
As used in the Indenture,
(i) the term "Consolidated Assets" means at any date the consolidated
assets of the Company and its consolidated Subsidiaries including all
investments by the Company or its consolidated Subsidiaries in other
entities (less applicable reserves and other properly deductible items),
determined on a consolidated basis as of such date;
(ii) the term "Consolidated Net Tangible Assets" means at any date
Consolidated Assets after deducting therefrom (a) all current liabilities
of the Company and its consolidated Subsidiaries (excluding any which are,
by their terms unconditionally extendible or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which
the amount thereof is being computed) and (b) Goodwill, all determined on a
consolidated basis as of such date;
(iii) the term "Debt", as applied to any person, means any obligation
created or assumed by such person for the repayment of money borrowed and
any purchase money obligation created or assumed by such person. All such
Debt guaranteed in any manner by such person or in effect guaranteed by
such person through a contingent agreement to purchase said Debt and all
such Debt secured by mortgage or other lien upon property owned by such
person and upon which such person customarily pays interest, although such
person has not assumed or become liable for the payment of such Debt, shall
for all purposes hereof be deemed to be "Debt" of such person;
(iv) the term "Domestic Subsidiary" means any Subsidiary which is not a
foreign Subsidiary;
(v) the term "Finance Subsidiary" means any Subsidiary which is
principally engaged in the business of financing the sale or lease of the
goods or services of the Company and its consolidated Subsidiaries and
third parties. At September 30, 1995, the Company's only Finance Subsidiary
was Tenneco Credit Corporation;
(vi) the term "foreign Subsidiary" means any Subsidiary which is
organized under the laws of a jurisdiction other than the United States of
America or any State thereof or the District of Columbia and (determined on
a consolidated basis) more than 66 2/3% of its sales or earnings are
derived from operations located in, or more than 66 2/3% of its assets are
located in, territories of the United States of America and jurisdictions
outside the United States of America.
(vii) the term "Goodwill" means at any date the amount of the Company's
investment in consolidated Subsidiaries in excess of the net assets of such
Subsidiaries at the time of acquisition of such assets, less amortization
on such excess amount from the time of acquisition thereof, all as
reflected on the consolidated balance sheet of the Company and its
consolidated Subsidiaries as of such date;
(viii) the term "Lien" means any mortgage, pledge, security interest,
lien or other encumbrance; and
(ix) the term "Subsidiary" means any corporation or other person of which
securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other
8
<PAGE>
individuals performing similar functions are at the time owned by the
Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries.
THE TRUSTEE
The Chase Manhattan Bank (National Association), the Trustee under the
Indenture, is trustee under the indentures under which the Company's presently
outstanding debentures and certain of its notes are issued and under indentures
under which certain obligations of subsidiaries of the Company are outstanding.
The Chase Manhattan Bank (National Association) is a party to bank loan
agreements with the Company and certain of its subsidiaries, and is a
depositary of funds of the Company and for many years has served as a
depositary of funds of subsidiaries of the Company.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in four ways: (i)
directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers.
Offers to purchase Securities may be solicited directly by the Company or by
agents designated by the Company from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, as amended, involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable
by the Company to such agent will be set forth, in the Prospectus Supplement.
Agents may be entitled under agreements which may be entered into with the
Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, and may be
customers of, engage in transactions with, or perform services for, the Company
in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of Securities, the
Company will execute an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement, which will be used
by the underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.
Dealers may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date specified in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
specified in the Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions but shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject and that
the issuance of the Securities covered by any Contract shall not result in the
breach of any of the provisions of or constitute a default under any other
agreement or instrument of the Company. A commission indicated in the
Prospectus Supplement will be paid to underwriters and agents soliciting
purchases of Securities pursuant to Contracts accepted by the Company.
9
<PAGE>
The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
LEGAL OPINIONS
Certain legal matters in connection with the Securities offered hereby are
being passed upon for the Company by Mr. M. W. Meyer, Vice President and Deputy
General Counsel of the Company, and for any agents or underwriters, as the case
may be, by Messrs. Cahill Gordon & Reindel (a partnership including a
professional corporation), 80 Pine Street, New York, New York. The Company has
been advised by Mr. Meyer that at November 30, 1995, he beneficially owned
24,850 shares of Common Stock of the Company (including options to purchase
4,001 shares of Common Stock, which options are either presently exercisable or
exercisable within 60 days of such date). Cahill Gordon & Reindel from time to
time performs legal services for the Company and its subsidiaries and members
of Cahill Gordon & Reindel are the beneficial owners of securities of the
Company.
EXPERTS
The financial statements and schedules of the Company and its consolidated
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP, 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. Reference is made to said report, which includes an
explanatory paragraph that describes certain litigation discussed in Note 6 of
those statements, the outcome of which impacts Tennessee Gas Pipeline Company's
ongoing customer settlement discussions over the recoverability of its contract
reformation costs. Further reference is made to said report, which also
includes an explanatory paragraph with respect to the change in the methods of
accounting for postemployment benefits, income taxes and postretirement
benefits other than pensions.
The combined financial statements of Mobil Plastics Division of Mobil
Corporation appearing in the Current Report of Tenneco Inc. on Form 8-K dated
November 17, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements have been
incorporated herein by reference and included herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
10
<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................................................. $310,345
Printing and engraving expense................................... 75,000*
Trustee's fees................................................... 50,000*
Paying agent's fees.............................................. 15,000*
Auditors' fees................................................... 250,000*
Rating agency fees............................................... 155,000*
Miscellaneous, including Blue Sky qualification expense, travel,
telephone and telegraph and various out-of-pocket expenses...... 34,655*
--------
Total.......................................................... $890,000*
========
</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 a 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
II-1
<PAGE>
officers and directors of the Company, 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.
See "Item 17, Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. 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 --Form of Underwriting Agreement Standard Provisions (Debt
Securities) and Delayed Delivery Contract (Exhibit 1 to
Registration Statement No. 33-51886).
2 --Asset Purchase Agreement among Mobil Oil Corporation, Mobil
Chemical Center Limited and Tenneco Inc. dated as of October 1,
1995 (Exhibit 2 to Form 8-K of Tenneco Inc. dated November 17,
1995, File No. 1-9864).
4 --Indenture dated as of March 15, 1988, from the Company to The
Chase Manhattan Bank (National Association), as Trustee (Exhibit
4(a) to Registration No. 33-20721).
*5 --Opinion of M. W. Meyer, Esq.
8 --None.
12 --None.
15 --None.
*23(a) --The consent of M. W. Meyer is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
*23(b) --The consent of Arthur Andersen LLP, Independent Public
Accountants for Tenneco Inc.
*23(c) --The consent of Ernst & Young LLP, Independent Auditors.
*24 --Powers of Attorney of the following Directors of Tenneco Inc.:
Mark Andrews
W. Michael Blumenthal
M. Kathryn Eickhoff
Peter T. Flawn
Henry U. Harris, Jr.
Belton K. Johnson
Joseph J. Sisco
Clifton R. Wharton, Jr.
*25 --Statement of Eligibility and Qualification on Form T-1 of The
Chase Manhattan Bank (National Association).
26 --None.
27 --None.
28 --None.
99 --None.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
II-2
<PAGE>
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 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.
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.
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>
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, and State of Texas, on the 6th day of
December, 1995.
TENNECO INC.
/s/ 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dana G. Mead
- --------------------------------------------
DANA G. MEAD Principal Executive
Officer
and Director December 6, 1995
/s/ Robert T. Blakely
- --------------------------------------------
ROBERT T. BLAKELY Principal Financial and
Accounting Officer December 6, 1995
</TABLE>
Mark Andrews, W. Michael Blumenthal,
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K.
Johnson, Joseph J. Sisco, Clifton R.
Wharton, Jr.
Directors
/s/ M. W. Meyer December 6, 1995
By____________________________________
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT 5
Tenneco
1010 Milam Street
P.O. Box 2511
Houston, Texas 77252 2511
Tel 713 757 2131
[LOGO OF TENNECO APPEARS HERE]
December 6, 1995
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 authorization
of the issuance of debentures, notes and other debt obligations of the Company
in an aggregate principal amount not to exceed $1,000,000,000 (herein called the
"Securities"). A Registration Statement on Form S-3 relating to the Securities
is being filed by the Company under the Securities Act of 1933, as amended, and
the Securities are to be offered on a delayed or continuous basis pursuant to
Rule 415 under said Act. The Securities are to be issued under an Indenture
dated as of March 15, 1988 between the Company and The Chase Manhattan Bank
(National Association) as Trustee (herein called the "Indenture").
I am familiar with the Company's Certificate of Incorporation and all
amendments thereto and 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 when (i) any Supplemental
Indentures relating to the Securities have been duly executed and delivered
pursuant to authorization of the Board of Directors of the Company, (ii) the
terms of the Securities shall have been fixed by or pursuant to authorization of
the Board of Directors of the Company, (iii) the Company's officers shall have
duly executed the Securities (manually or in facsimile) pursuant to such
authorization, (iv) Securities
<PAGE>
Tenneco Inc.
December 6, 1995
Page 2
shall have been duly authenticated by the Trustee under the Indenture or any
Supplemental Indentures relating thereto and sold pursuant to such authorization
and (v) payment of the agreed consideration for such Securities shall have been
received by the Company, such Securities will be legally issued and binding
obligations of the Company.
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,
[Signature of M.W. Meyer
appears here]
<PAGE>
EXHIBIT 23(B)
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 16, 1995,
included in Tenneco Inc.'s Annual Report 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
December 6, 1995
<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and to the incorporation by reference therein
of our report dated August 18, 1995 with respect to the December 28, 1994
combined financial statements of Mobil Plastics Division of Mobil Corporation
included in the Current Report of Tenneco Inc. on Form 8-K dated November 17,
1995 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Buffalo, New York
December 6, 1995
<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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ W.M. 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ 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, a Registration
Statement on Form S-3 for the registration of an issue of not more than
$900,000,000 aggregate principal amount of debentures, notes and/or other debt
obligations of Tenneco Inc. and any and all amendments and post-effective
amendments to said Registration Statement, 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 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 6th
day of December, A.D. 1995.
/s/ C.R. Wharton, Jr.
__________________________________
<PAGE>
EXHIBIT 25
Securities Act of 1933 File No. ____________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305(b)(2))
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
--------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
--------------------
TENNECO INC.
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
74-0233548
(I.R.S. Employer Identification No.)
1010 MILAM
HOUSTON, TEXAS
(Address of principal executive offices)
77002
(Zip Code)
--------------------
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The Trustee is not the obligor, nor is the Trustee directly or indirectly
controlling, controlled by, or under common control with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
*1. -- A copy of the articles of association of the trustee as now in effect.
(See Exhibit T-1 (Item 12), Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan Bank
(National Association) and The Chase Bank of New York (National
Association) to commence business and a copy of approval of merger of
said corporations, all of which documents are still in effect. (See
Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1
(Item 12(a)), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor is in
default. (Not applicable).
*6. -- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-10919.)
7. -- A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
- ---------------
* The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
1
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base a responsive answer to Item 2 the answer to said
Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
The Chase Manhattan Bank (National Association), a corporation organized and
existing under the laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and the State of New
York, on the 6th day December, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
/s/ Mary Lewicki
By: _____________________
Mary Lewicki
Second Vice President
2
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
CHARTER NUMBER 2370
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
------ ----------
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............... $ 5,081,000
Interest-bearing balances........................................ 5,957,000
Held to maturity securities........................................ 1,678,000
Available-for-sale securities...................................... 5,303,000
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds sold............................................... 1,806,000
Securities purchased under agreements to resell.................. 23,000
Loans and lease financing receivable:
Loans and leases, net of unearned income............ $55,682,000
LESS: Allowance for loan and lease losses........... 1,112,000
LESS: Allocated transfer risk reserve............... 0
-----------
Loans and leases, net of unearned income, allowance
and reserve..................................................... 54,570,000
Assets held in trading accounts.................................... 12,551,000
Premises and fixed assets (including capitalized leases).......... 1,755,000
Other real estate owned............................................ 400,000
Investments in unconsolidated subsidiaries and
associated companies.............................................. 30,000
Customers' liability to this bank on acceptance outstanding........ 1,091,000
Intangible assets.................................................. 1,344,000
Other assets....................................................... 6,322,000
-----------
TOTAL ASSETS....................................................... $97,911,000
===========
LIABILITIES
Deposits:
In domestic offices.............................................. $31,007,000
Noninterest-bearing............................... $12,166,000
Interest-bearing.................................. 18,841,000
-----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs.... 36,015,000
Noninterest-bearing............................... $ 3,258,000
Interest-bearing.................................. 32,757,000
-----------
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased.......................................... 1,673,000
Securities sold under agreements to repurchase................... 233,000
Demand notes issued to the U.S. Treasury........................... 25,000
Trading liabilities................................................ 9,105,000
Other borrowed money:
With original maturity of one year or less....................... 2,783,000
With original maturity of more than one year..................... 395,000
Mortgage indebtedness and obligations under capitalized leases..... 40,000
Bank's liability on acceptances executed and outstanding........... 1,100,000
Subordinated notes and debentures.................................. 1,960,000
Other liabilities.................................................. 5,747,000
-----------
TOTAL LIABILITIES.................................................. 90,083,000
-----------
Limited-life preferred stock and related surplus................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus...................... 0
Common stock....................................................... 921,000
Surplus............................................................ 5,244,000
Undivided profits and capital reserves............................. 1,695,000
Net unrealized holding gains (losses) on available-for-sale
securities........................................................ (43,000)
Cumulative foreign currency translation adjustments................ 11,000
-----------
TOTAL EQUITY CAPITAL............................................... 7,828,000
-----------
TOTAL LIABILITIES LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. $97,911,000
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle
