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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1995
REGISTRATION NO. 33-52595
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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PROSPECTUS
TENNECO INC.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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COMMON STOCK
(PAR VALUE $5)
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Tenneco Inc. (the "Company") hereby offers participation in its Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan is designed to
provide investors with a convenient and economical way to purchase shares of
the Company's Common Stock, $5 par value per share (the "Common Stock"), and to
reinvest their cash dividends on Common Stock and the Company's $7.40
Cumulative Preferred Stock (the "$7.40 Preferred Stock") in additional shares
of Common Stock. Under the Plan, investors may
. Become stockholders of the Company by making initial purchases of Common
Stock of at least $500 up to a maximum of $60,000.
. Automatically reinvest cash dividends on the shares of Common Stock
and/or $7.40 Preferred Stock registered in their names or held in their
Plan accounts.
. Invest in additional shares of Common Stock by making optional cash
payments of not less than $50 up to an aggregate maximum of $60,000 per
calendar year.
. Deposit Common Stock certificates for safekeeping with the Agent.
Shares of Common Stock will be purchased in the open market or, when the
Company, at its option, makes shares available for purchase into the Plan, from
the Company. Shares of the Company's Common Stock acquired under the Plan with
reinvested dividends and optional cash payments will be acquired at 100 percent
of the market price, as defined under Question 12 in this Prospectus.
Plan participants will pay certain fees in connection with the Plan. The
methods for determining the fees associated with the Plan are set forth in
answers to Question 9 of this Prospectus. First Chicago Trust Company of New
York will act as Agent for stockholders under the Plan.
It is recommended that the Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY 10, 1995.
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TENNECO INC.
Tenneco Inc. (the "Company"), a Delaware corporation, is the issuer of the
shares of Common Stock, par value $5 per share ("Common Stock"), offered
hereunder. The mailing address of the executive offices of the Company is P.O.
Box 2511, Houston, Texas 77252-2511. The Company's telephone number is (713)
757-2131.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Tenneco Inc. are incorporated as of their respective
dates in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K to the Securities and
Exchange Commission for the fiscal year ended December 31, 1993.
2. The Company's Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended March 31, 1994.
3. The Company's Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended June 30, 1994.
4. The Company's Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended September 30, 1994.
5. Definitive Proxy Statement for the Annual Meeting of Stockholders held
on May 10, 1994; and
6. Description of the Common Stock of Tenneco Inc. included in Tenneco
Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as
filed with the Commission on March 8, 1988.
All documents subsequently filed by Tenneco Inc. pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering hereunder, shall be deemed incorporated in this
Prospectus by reference and to be a part of this Prospectus from the date of
the filing of such reports.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at 450 5th Street, N.W., Washington, D.C.,
and at regional offices of the Commission at the following addresses: Seven
World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 5th
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy
statements and other information can also be inspected at the offices of the
New York, 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
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information that has been incorporated by reference in the Prospectus (not
including exhibits to such information unless such exhibits are specifically
incorporated by reference into such information that the Prospectus
incorporates). Requests for such copies should be directed to Mr. Karl A.
Stewart, Vice President and Secretary, Tenneco Inc., P.O. Box 2511, Houston,
Texas 77252-2511, telephone number (713) 757-2131.
The Company has filed with the Commission a Registration Statement on Form S-
3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), covering the shares described herein. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") offered to holders
of Common Stock and $7.40 Preferred Stock of the Company.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide investors with a convenient and
economical way to purchase shares of the Company's Common Stock, $5 par value
per share (the "Common Stock"), and to reinvest their cash dividends on Common
Stock and the Company's $7.40 Cumulative Preferred Stock (the "$7.40 Preferred
Stock") in additional shares of Common Stock. To the extent shares of Common
Stock purchased under the Plan are acquired from the Company, the Plan will
provide the Company with additional funds for general corporate purposes.
The Plan offers an opportunity to invest conveniently for long-term growth.
ADVANTAGES TO PARTICIPANTS
2. What are the advantages of the Plan?
Investors may elect any appropriate indication on an Authorization Form (i)
to acquire an initial investment in shares of Common Stock by investing not
less than $500 up to a maximum of $60,000, (ii) to have cash dividends on all
or a specified number of shares of Common Stock and $7.40 Preferred Stock (see
Question 5) held by them as of dividend record dates automatically reinvested
in shares of Common Stock, (iii) to continue to receive their cash dividends,
but invest by making optional cash payments of not less than $50 up to an
aggregate maximum of $60,000 per calendar year, or (iv) to invest both their
cash dividends and such optional cash payments.
The Plan permits reinvestment by participants of their Common Stock and $7.40
Preferred Stock dividends and the Plan permits fractions of shares, as well as
full shares, to be credited to participants' accounts. Additionally, dividends
in respect to such fractional shares, as well as full shares, are credited to
participants' accounts and reinvested in additional shares or fractions of
shares. A participant can avoid the
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need for safekeeping of certificates for shares credited to his or her account
under the Plan through the free custodial service described below. Regular
statements of each account provide participants with a record of each
transaction.
ADMINISTRATION
3. Who administers the Plan for participants?
First Chicago Trust Company of New York (the "Agent"), or such other trust
company or bank as the Company may from time to time designate as agent for the
participating stockholders, administers the Plan for participants, keeping
records, sending statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased under the Plan
are registered in the name of the Agent or one of its nominees as Agent for
participants in the Plan. As record holder of the shares held in participants'
accounts under the Plan, the Agent will receive dividends on all shares of
Common Stock held on the dividend record date, will credit such dividends to
participants' accounts on the basis of full and fractional shares held in these
accounts, and will automatically reinvest such dividends in additional shares
of Common Stock.
PARTICIPATION
4. Who is eligible to participate?
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Plan, provided that: (i) such person
or entity fulfills the prerequisites for participation described below and (ii)
in the case of citizens or residents of a country other than the United States,
its territories, and possessions, participation would not violate local laws
applicable to the Company or the participant. Beneficial owners of such stock
whose shares are held for them in registered names other than their own, such
as in the names of brokers, bank nominees or trustees, may reinvest dividends
without arranging for the holder of record to join the Plan or have the shares
transferred into a separate account which may participate. See Question 8 for
more information regarding participation through a broker or nominee.
5. Is partial participation possible under the Plan?
Yes. A holder of Common Stock who desires the dividends on only some of his
shares to be reinvested under the Plan may advise the Agent of the number of
shares to participate in the Plan; however, holders of $7.40 Preferred Stock
are required (before completing the Authorization Form referred to in the
answers to Questions 6-8) to have those shares transferred into separate
accounts, not identical in name and designation with that in which his other
shares are registered so that the names of all accounts will appear in the
stockholder records of the Company. For that purpose, $7.40 Preferred Stock
certificate or certificates representing (among others) the shares proposed to
be so transferred may be sent by registered mail, return receipt requested and
properly insured to First Chicago Trust Company of New York, Tellers
Department, P. O. Box 2506, Jersey City, New Jersey 07303-2506, as transfer
agent for the $7.40 Preferred Stock, together with appropriate instructions, a
properly executed stock power and with a request for an Authorization Form for
the shares in the accounts which are to participate in the Plan. Participation
with respect to such $7.40
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Preferred Stock may then be effected by returning to the Agent Authorization
Forms appropriately completed. Except for any possible transfer taxes, there
will be no charge to the stockholder by the Company or any transfer agent for
making any such transfer.
6. How does an investor participate?
If you are currently a holder of record of shares of Common Stock or $7.40
Preferred Stock, you may enroll in the Plan at any time by signing and
returning an Authorization Form.
If you are not a shareholder of record you may join the Plan by completing
and returning an Initial Investment Form together with an initial payment of
not less than $500 and not more than $60,000, which will be used to make an
initial investment in Common Stock for your account.
Brokers and nominees who wish to participate should fill out a Broker &
Nominee Form (B&N Form).
Such forms may be obtained at any time by written request to, or telephoning,
First Chicago Trust Company of New York, Dividend Reinvestment Agent, P.O. Box
2598, Jersey City, New Jersey 07303-2598, telephone number (800) 446-2617.
7. When may an investor join the Plan and when will participation commence?
An investor may join the Plan at any time.
Reinvestment of dividends commences for any stockholder electing such option,
with the first dividend paid on his shares of Common Stock or $7.40 Preferred
Stock after such stockholder joins the Plan; provided, that his Authorization
Form is received by the Agent on or before the record date for such dividend.
If an investor making his initial investment or a participant elects to invest
optional cash payments, such payment will be invested as promptly as
practicable on or after the next Investment Date (see definitions at Question
15). Historically, dividends declared on the Common Stock generally have been
paid on the second Tuesday in the months of March, June, September and
December, and the record date for each such dividend generally has been during
the last week of the month ending prior to the payment date. Dividends on the
$7.40 Preferred Stock are payable on the last day of each calendar quarter to
holders of record on dates to be fixed by the Board of Directors of the
Company.
8. What do the Authorization Forms and the B&N Form provide as to dividends,
initial investment payments and optional cash payments?
The particular Authorization Form to be used by holders of Common Stock, by
investors making their initial investment in shares of Common Stock or by
participants making optional cash payments provides for the purchase of shares
of Common Stock through the following investment options:
If "Full Dividend Reinvestment" is elected, the Authorization Form
directs the Agent to apply all cash dividends on all the shares then or
subsequently registered in a participating stockholder's name, together
with any optional cash payments, toward the purchase of additional Common
Stock.
If "Partial Dividend Reinvestment" is elected, the Agent will apply the
cash dividends on only the number of shares that are specified on the
Authorization Form, together with any optional cash payments, toward the
purchase of additional Common Stock.
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If "Optional Cash Payments Only" is elected, the participating
stockholder will continue to receive cash dividends on shares registered in
his or her name in the usual manner, and the Agent will apply such optional
cash payments received toward the purchase of additional Common Stock.
The "Initial Investment Form" allows a person who is not a stockholder to
purchase shares of Common Stock with an initial payment of $500 up to
$60,000 and thereby become a participant in the Plan.
The Authorization Form to be used by holders of $7.40 Preferred Stock
provides for the purchase of shares of Common Stock through "Full Dividend
Reinvestment" or "Optional Cash Payments Only" as described above. Holders of
$7.40 Preferred Stock who wish to reinvest the dividends on only a specified
number of shares of stock should transfer those shares into an account not
identical in name and designation to that in which the other shares are
registered. See Question 5 for more details.
Each type of Authorization Form further directs the Agent to reinvest
automatically any subsequent dividends on shares held in the participating
stockholder's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on an Authorization Form and on all
shares held in the Plan account, until a participating stockholder specifies
otherwise or withdraws from the Plan altogether, or until the Plan is
terminated.
The B&N Form (for brokers and nominees) provides a means whereby a broker or
nominee may inform the Agent each time the Company declares a cash dividend of
the names of participating beneficial owners and specify as to each beneficial
owner the number of shares of Common Stock or $7.40 Preferred Stock with
respect to which the dividend is to be reinvested. The B&N Form, therefore,
unlike the Authorization Form, contemplates new instructions to the Agent each
time a dividend is declared. The Agent, on the dividend payment date, will
reinvest the dividend payable with respect to the number of shares specified in
the record holder's instructions for each identified beneficial owner in as
many shares of Common Stock as can be purchased in accordance with the Plan. As
soon as practical following the dividend payment date, the Agent will transmit
to the record holder information with respect to each beneficial owner for whom
the record holder has requested dividend reinvestment showing as to each such
beneficial owner: (a) the number of shares specified for reinvestment of the
dividend, (b) the total dividend paid with respect to such shares, (c) the
number of shares purchased, (d) the total cost of the shares purchased, (e) the
amount of the total dividend not reinvested, (f) the aggregate fair market
value of the shares purchased and (g) the total dividend reportable for Federal
income tax purposes. Accompanying such information will be a share certificate,
registered in the name of the record holder, for the total number of shares
purchased for each of such beneficial owners, and a check for the aggregate
amount of the dividend not reinvested for such beneficial owners.
The B&N Form and appropriate instructions must be received by the Agent not
later than the fifth business day following the record date for the Common
Stock dividend or the $7.40 Preferred Stock dividend, as the case may be, or no
dividends will be reinvested based on such B&N Form.
FEES AND COSTS
9. What fees and costs are associated with participation under the Plan?
Participants in the Plan will pay a proportionate share of brokerage
commissions, in addition to a service charge equal to five percent (5%) of the
amount invested by any such participant up to a maximum currently
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set at $3.00 per investment. Participants will also pay a service fee on each
complete or partial withdrawal from the Plan involving a sale of shares. Any
brokerage commissions or transfer taxes in connection with a sale by the Agent
of all or part of the shares held for participation under the Plan will be
charged to such participant. Information regarding current fees and brokerage
commissions is available by calling the Agent at (800) 446-2617. At its sole
option and without further notice to participants, the Company may pay some or
all of the above charges. All other costs of administration of the Plan are
paid by the Company.
PURCHASES
10. When are purchases made?
Purchases of shares of Common Stock for the account of holders of record of
Common Stock are made on the dividend payment dates for the Common Stock, or as
promptly thereafter as practicable, and purchases for the account of holders of
record of $7.40 Preferred Stock are made on the dividend payment dates for the
$7.40 Preferred Stock, or as promptly thereafter as practicable. For initial
investments or optional cash purchases, see Questions 13-15.
11. How many shares does a participant purchase?
The number of shares purchased depends on the amount of the participant's
dividend, initial investment, optional cash payments made by him, if any,
brokerage commissions, any applicable taxes and the market price of the Common
Stock at the date of purchase. Each participant's account is credited with the
number of shares, including fractions computed to three decimal places, equal
to the total amount invested by him divided by the purchase price per share.
12. What will be the price to the participating stockholder of shares purchased
under the Plan?
The price to the participating stockholders of shares purchased under the
Plan with reinvested dividends, optional cash payments or initial investment
payments will be 100% of the market price. In the case of purchases from the
Company of shares of Common Stock, the market price is determined by averaging
the high and low sale prices of Common Stock as reported on the New York Stock
Exchange--Composite Transactions for the period of five trading days ending on
the Investment Date.
In the case of purchases of Common Stock on the open market, the market price
will be the weighted average purchase price of shares purchased for the
relevant Investment Date. Regardless of the market price of the shares sold
under the Plan, no shares will be sold by the Company at less than the par
value of such shares.
INITIAL INVESTMENTS OR OPTIONAL CASH PAYMENTS
13. How do initial investments or optional cash payments work?
If an investor elects to participate by making an initial investment in
shares of Common Stock, dividends payable on shares of Common Stock credited to
the investor's account under the Plan are reinvested automatically in shares of
Common Stock.
If a participant chooses to participate by optional cash payments only, the
Company pays cash dividends on shares registered in the participant's name to
the participant in the usual manner and applies any optional
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cash payment received by the Agent from the participant to the purchase of
shares of Common Stock for the participant's account. Dividends payable on
shares of Common Stock credited to the account of the participant under the
Plan are reinvested automatically in shares of Common Stock.
14. How are initial investment or optional cash payments made?
If a participant chooses to participate by initial investment or optional
cash payments only, an initial investment or initial optional cash payment must
be made when enrolling by enclosing a check payable to "First Chicago --
Tenneco" with the appropriate Authorization Form. Thereafter, optional cash
payments may be invested by check payable to the Agent sent with the account
identification stub detachable from the statement received from the Agent.
Such forms may be obtained at any time by written request to, or telephoning,
First Chicago Trust Company of New York, Dividend Reinvestment Agent, P.O. Box
2598, Jersey City, New Jersey 07303-2598, telephone number (800) 446-2617.
All participants, except beneficial owners participating through the broker
and nominee feature of the Plan, may make optional cash payments. Optional cash
payments by a participant must be at least $50, but cannot exceed $60,000 per
calendar year. The same amount of money need not be sent for each investment,
and there is no obligation to make an optional cash payment for each
investment.
Initial investment payments by an investor must be at least $500, but cannot
exceed $60,000.
15. When are initial investment or optional cash payments invested?
Initial investment or optional cash purchases of shares from the Company will
be made on the relevant Investment Date (as defined in the next paragraph).
Purchases on the open market will begin on the Investment Date and will be
completed no later than 30 days from such date except where completion at a
later date is necessary under any applicable federal securities laws. Such
purchases may be made on any exchange where such shares are traded, in the
over-the-counter market, or by privately negotiated transactions and may be
subject to such terms with respect to price, delivery, or the selection of the
broker or dealer through or from whom purchases are to be made.
The Investment Date for (i) Optional Cash Payments and Initial Investments is
the first to occur of Thursday of each week, the Common Stock dividend payment
date, or the $7.40 Preferred Stock dividend payment date, (ii) reinvested
Common Stock dividends is the Common Stock dividend payment date, and (iii)
reinvested $7.40 Preferred Stock dividends is the $7.40 Preferred Stock
dividend payment date. Thus, for the months of March, June, September and
December there may be two additional Investment Dates--the Common Stock
dividend payment date and the $7.40 Preferred Stock dividend payment date.
Should an Investment Date fall on a date where the New York Stock Exchange is
not open, the Investment Date will be the next succeeding date on which the New
York Stock Exchange is open.
REPORTS TO PARTICIPANTS
16. What kind of reports are sent to participants in the Plan?
Each participant in the Plan receives a statement of account as promptly as
practicable after each purchase for the participant's account. THESE STATEMENTS
ARE A PARTICIPANT'S CONTINUING RECORD OF THE DATES AND COST OF PURCHASES AND
SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition, each participant
receives
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all communications sent to stockholders. Where two or more stockholders have
the same address, only one copy of certain materials is sent to that address if
all such persons agree thereto in writing.
DIVIDENDS
17. Are participants credited with dividends on shares held in their account
under the Plan?
Yes. Any dividends declared by the Company are paid to the record holders of
shares of its stock. Thus, as the record holder and as Agent for the
participants, the Agent receives dividends for all shares of Common Stock held
in the Plan on the record date. It credits such dividends to participants on
the basis of full and fractional shares held in their accounts and reinvests
such dividends in shares of Common Stock.
CERTIFICATES FOR SHARES
18. Are stock certificates issued for shares of Common Stock purchased?
Normally, certificates for Common Stock purchased under the Plan are not
issued to participants. The number of shares credited to an account under the
Plan is shown on the participant's statement of account. However, except as
indicated below, a participant may receive certificates for full shares
accumulated in his account under the Plan at any time by sending a written
request to the Agent. When certificates are issued to the participant, future
dividends on these shares are treated in accordance with the participant's
instructions as indicated on the Authorization Form. If certificates for less
than all of the shares in a participant's account are issued, any remaining
full shares and fractional shares are reflected in the participant's account
and the participant remains enrolled in the Plan unless the participant
terminates his participation. However, any participant whose account in the
Plan is reduced to zero as a result of the withdrawal or sale of shares and who
is not reinvesting dividends from any shares owned by him of record is deemed
to have withdrawn from the Plan.
Requests for issuance of certificates for shares of Common Stock which are
received by the Agent will be processed as soon as practicable after receipt.
A participant's rights under the Plan and shares credited to the account of a
participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must request that certificates for such shares be issued in
his name.
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B&N Forms will be delivered to the holder of record.
See Question 8 above.
Certificates for fractional shares are not issued under any circumstance.
19. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan are maintained in the names in which the certificates of
participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares are similarly registered when issued.
Upon written request, certificates are registered and issued in names other
than the account name, subject to compliance with any applicable laws and the
payment by the participant of any applicable taxes, provided that the request
meets the usual requirements of the Company for the recognition of a transfer
of Common Stock of the Company.
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DEPOSIT OF ADDITIONAL CERTIFICATES
20. May a participant deposit Common Stock certificates under the Plan?
You may deposit with the Agent any Common Stock certificates now or hereafter
registered in your name for credit under the Plan. There is no charge for this
custodial service and, by making the deposit, you will be relieved of the
responsibility for loss, theft or destruction of the certificate. Because you
bear the risk of loss in sending stock certificates to the Agent, it is
recommended that certificates be sent to the Agent by registered mail, return
receipt requested and properly insured. Certificates should not be endorsed.
Whenever certificates are issued to you either upon request or upon termination
of participation, new, differently numbered certificates will be issued.
Dividends will be reinvested on shares represented by the certificates
deposited with the Agent.
TRANSFERRING SHARES, CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
21. May a participant assign or transfer to another person all or a part of his
or her shares held under the Plan?
Yes. If a participant wishes to change the ownership of all or part of his or
her shares held under the Plan through gift, private sale or otherwise, the
participant may effect the transfer by mailing a properly completed and
executed Gift/Transfer Form to the Agent. Transfers of less than all of a
participants shares must be made in whole share amounts. No fraction of a share
may be transferred. Requests for transfer are subject to the same requirements
as for the transfer of Common Stock certificates, including the requirement of
a Medallion Signature Guarantee. A Medallion Signature Guarantee is a signature
guarantee by an institution such as a commercial bank, trust company,
securities broker/dealer, credit union, or a savings institution participating
in a Medallion Program approved by The Securities Transfer Association, Inc. No
other form of signature verification can be accepted. Gift/Transfer Forms are
available upon request from the Agent.
Participants may obtain Gift/Transfer Forms or additional information by
calling (800) 446-2617.
22. If Plan shares are transferred to another person, will the Company issue a
stock certificate to the transferee?
No. Shares transferred will continue to be held by the Agent under the Plan.
A Plan account will be opened in the name of the transferee, if he or she is
not already a participant, and the transferee will automatically be enrolled in
the Plan. All dividends on shares transferred to the transferee's Plan account
will be reinvested under the terms of the Plan. See Question 18 above.
23. How will a transferee be advised of his or her ownership?
The transferee will receive a statement showing the number of shares
transferred to and held in his or her Plan account. At the transferor's request
a gift certificate evidencing the transfer may be sent to the transferee or
transferor.
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24. Can shares in the Plan Account be sold?
Yes. A participant may request the Agent to sell any number of shares held in
his or her Plan account. Participants may call (800) 446-2617, an automated
telephone response system established by the Agent, to sell shares. Sale of
shares will be made as soon as practicable after receipt of the request at the
then prevailing market price. A request to sell all shares, whole and
fractional, will be considered termination of participation in the plan.
25. What does it cost to have the Agent sell shares?
If the Agent sells the shares, the selling participant will be charged for
the related brokerage commissions. The participant will receive from the Agent
the net proceeds of the sale after the commissions, service fee, and any other
costs of selling are deducted.
26. How does a participant change his method of participation?
A participant may change his method of participation at any time by
submitting a new Authorization Form to the Agent and any such changes will
become effective at the next record date.
27. When and how may a participant withdraw from the Plan?
A participant may withdraw from the Plan by giving written notice to the
Agent that he wishes to withdraw. When a participant withdraws from the Plan
(or upon termination of the Plan by the Company), certificates for whole shares
in his account under the Plan are issued and a cash payment is made for any
fraction of a share in such account. However, if the participant so requests,
the Agent will sell all or a portion of the shares of Common Stock in the
participant's account and delivers the proceeds, less a service fee and
applicable brokerage commissions, to the participant.
If the request to terminate is received by the Agent on or after the record
date for a dividend payment, such request to terminate may not become effective
until any dividend paid on the dividend payment date has been reinvested and
the shares of Common Stock purchased are credited to the participant's account
under the Plan. The Agent, in its sole discretion, may either pay any such
dividend in cash or reinvest it in shares of Common Stock on behalf of the
terminating participant. If such dividend is reinvested, the Agent may sell the
shares purchased and remit the proceeds to the participant, less any brokerage
commission, service fee and any other costs associated with the sale. The
request for termination will then be processed as promptly as possible
following such dividend payment date. In every case of termination, the
participant's interest in a fractional share of Common Stock will be paid in
cash and will be based on the actual market price of a share of Common Stock,
less any related brokerage commission, any service fee and applicable transfer
tax.
In any event, if a notice of withdrawal of optional cash payments is received
by the Agent 48 hours or more prior to an Investment Date, the withdrawal will
be duly processed and any uninvested optional cash payments held in such
participant's account will not be invested on the next dividend payment date
but will be returned to the participant.
11
<PAGE>
28. May a participant terminate the reinvestment of dividends on shares held in
his name and still remain in the Plan?
Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his name may leave in the Plan the shares previously
purchased for his account in the Plan. Dividends paid on the shares left in the
Plan continue to be reinvested automatically for his account. The participant
may also continue to make optional cash payments.
AUTOMATIC MONTHLY INVESTMENT
29. What is the Automatic Monthly Investment feature of the Plan and how does
it work?
Participants may make Optional Cash Payments of not less than $50 per payment
nor more than a total of $60,000 during a calendar year by means of monthly
automatic electronic funds transfers ("Automatic Monthly Investment") from a
predesignated account with a United States financial institution.
To initiate Automatic Monthly Investments, a person must already be a Plan
participant and must complete and sign an Automatic Monthly Deduction Form with
a voided blank check for the account from which funds are to be drawn.
Automatic Monthly Deduction Forms may be obtained from the Agent. Forms will be
processed and will become effective as promptly as practicable.
Once Automatic Monthly Investment is initiated, funds will be drawn from the
participant's designated financial institution account on the third business
day preceding the last Thursday of each month (the "Automatic Monthly
Investment Date"), and will be invested in Common Stock beginning on that date.
Participants may change the amount of their Automatic Monthly Investment by
completing and submitting to the Agent a new Automatic Monthly Deduction Form.
To be effective with respect to the Automatic Monthly Investment Date, however,
the new Automatic Monthly Deduction Form must be received by the Agent at least
six business days preceding that date. Otherwise, the change will be effective
the following month. Participants may terminate their Automatic Monthly
Investment by notifying the Agent in writing.
OTHER INFORMATION
30. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all the shares of Common Stock or $7.40
Preferred Stock registered in his name, the Agent, until it is otherwise
notified, continues to reinvest the dividends on the shares of Common Stock in
the participant's account in the Plan.
31. If the Company issues rights to purchase securities to the holders of
Common Stock, how will the rights on Plan shares be handled?
In the event that the Company makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Agent will distribute such rights accruing to shares of Common
Stock held by the Agent to the participants.
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32. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares representing stock dividends or stock splits of Common Stock
distributed by the Company on shares credited to the account of a participant
under the Plan will be added to the participant's account. Shares representing
stock dividends or stock split shares distributed on shares registered in the
name of the participant will be mailed directly to such participant in the same
manner as to stockholders who are not participating in the Plan.
33. How are a participant's shares held under the Plan to be voted at meetings
of stockholders?
Full shares of Common Stock credited to the account of a participant under
the Plan are voted in accordance with instructions of the participant given on
an instruction form or proxy furnished to the participant, or, if the
participant desires to vote in person at the meeting, a proxy to vote the
number of full shares credited to his account under the Plan may be obtained
upon written request received by the Agent at least 15 days before the meeting.
34. What are the federal income tax consequences of participation in the Plan?
Cash dividends paid by the Company on its Common Stock or $7.40 Preferred
Stock are taxable as ordinary income to the holders of such shares, even
though, to the extent a shareholder participates in the Plan, such dividends
are not actually received by the shareholder, but instead are reinvested in
Common Stock. The amount of ordinary dividend income realized for Federal
income tax purposes may be greater for persons who participate in the Plan than
for those persons who do not, because a participant in the Plan will be treated
as having received, on the dividend payment date, gross income equal to the
fair market value of the shares of Common Stock acquired from the Company under
the Plan through reinvested dividends. Also, with regard to either the
reinvestment of dividends, or the purchase of additional Common Stock with
initial investment or optional cash payments, to the extent the Company pays
any brokerage commissions in connection with open market purchases of Common
Stock under the Plan, such brokerage commissions will be taxable to
participants as additional dividends.
A participant's tax basis in shares of Common Stock acquired under the Plan
through the reinvestment of dividends will be equal to the amount treated as a
dividend to such participant, which is the fair market value of such shares
(the purchase price) plus applicable brokerage commissions. The tax basis of
shares of Common Stock acquired under the Plan through initial investment or
optional cash payments will be the cost of the shares plus applicable brokerage
commissions.
There are no income tax consequences at the time certificates for full shares
accumulated in a participant's account are issued to the participant.
When, at the request of a participant, the Agent sells shares of Common Stock
credited to a participant's account or distributes cash with respect to a
fractional share interest to a participant, gain or loss will be
13
<PAGE>
realized to the participant in an amount equal to the difference between the
net proceeds received and the participant's tax basis in the shares or
fractional shares sold. If the shares are capital assets in the participant's
hands, such gain or loss will be capital gain or loss. Whether the capital gain
or loss realized is long-term or short-term depends upon the holding period of
the shares giving rise to the gain or loss. In general, if the holding period
is longer than a year, such capital gain or loss will be long-term. A
participant's holding period for shares of Common Stock purchased under the
Plan will begin on the day following the day on which such shares were credited
to the participant's account.
The foregoing discussion is only a brief and general summary of the Federal
income tax considerations involved, and does not address state, local, foreign
or estate taxation. Participants are urged to consult their own tax advisors to
analyze, evaluate and determine all of the tax consequences of participation in
the plan or of particular transactions in light of their individual
circumstances.
35. What provision is made for participants whose dividends are subject to
Federal income tax withholding?
In the case of those holders of Common Stock or $7.40 Preferred Stock who
participate in the Plan and whose dividends are subject to United States
Federal tax withholding, the Agent applies an amount equal to the cash
dividends payable to such participant, less the amount of tax required to be
withheld, to the purchase of shares of Common Stock for the participant's
account. The quarterly statements confirming purchases made for such
participants will indicate the amount of tax withheld.
Participants subject to United States Federal tax withholding who check the
"optional cash payments only" box on the Authorization Form continue to receive
cash dividends on shares registered in their names in the same manner as if
they were not participating in the Plan. Optional cash payments received from
them must be in United States dollars and are invested in the same manner as
payments from other participants.
36. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent in administering the Plan are not liable for any
act done in good faith or for their good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate
a participant's account upon such participant's death prior to receipt of
notice in writing of such death, or with respect to the prices at which shares
are purchased or sold for the participant's account and the times when such
purchases or sales are made, or with respect to any loss or fluctuation in the
market value after purchase or sale of shares.
37. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time
without the approval of the participants. Notice of any such suspension or
termination or material amendment or modification will be sent to all
participants who shall in all events have the right to withdraw from the Plan.
38. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan is determined by the
Company and any such determination is final.
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<PAGE>
39. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is not different
from investment in directly-held shares in this regard. The participant bears
the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares held by him in the Plan or otherwise.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will be purchased from it under the Plan or the prices at which such shares
will be purchased. The net proceeds from any sales by the Company of the Common
Stock offered hereby will be added to the general funds of the Company and will
be used for working capital and capital expenditures or to reduce indebtedness
incurred for such purposes. Funds required for the foregoing may be derived
from internal sources, additional borrowings or other financial arrangements.
LEGAL OPINION
Legal matters in connection with the securities offered hereby have been
passed upon by Mr. M. W. Meyer, Vice President and Deputy General Counsel of
the Company. The Company has been advised by Mr. Meyer that at January 31,
1995, he owned 25,888 shares of Common Stock of the Company.
EXPERTS
The financial statements and schedules of the Company and consolidated
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The By-Laws of the Company provide for the indemnification of its officers
and directors under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
15
<PAGE>
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY TENNECO INC.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Tenneco Inc............................................................... 2
Incorporation of Certain Documents By Reference........................... 2
Available Information..................................................... 2
Description of the Dividend Reinvestment and Stock Purchase Plan.......... 3
Purpose.................................................................. 3
Advantages to Participants............................................... 3
Administration........................................................... 4
Participation............................................................ 4
Fees and Costs........................................................... 6
Purchases................................................................ 7
Initial Investments or Optional Cash Payments............................ 7
Reports to Participants.................................................. 8
Dividends................................................................ 9
Certificates for Shares.................................................. 9
Deposit of Additional Certificates....................................... 10
Transferring Shares, Changing Method of Participation and Withdrawal..... 10
Automatic Monthly Investments............................................ 12
Other Information........................................................ 12
Use of Proceeds........................................................... 15
Legal Opinion............................................................. 15
Experts................................................................... 15
Securities and Exchange Commission Position on Indemnification for
Securities Act Liabilities............................................... 15
</TABLE>
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DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
----------------
COMMON STOCK
(PAR VALUE $5)
LOGO
(LOGO OF TENNECO INC. APPEARS HERE)
----------------
PROSPECTUS
----------------
FEBRUARY 10, 1995
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. LIST OF EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
<TABLE>
<C> <S>
*24 --Powers of Attorney of William L Weiss and Clifton R. Wharton, Jr.
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 10th day of
February, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Dana G. Mead February 10, 1995
- -----------------------------------
DANA G. MEAD Principal Executive
Officer and Director
Robert T. Blakely February 10, 1995
- -----------------------------------
ROBERT T. BLAKELY Principal Financial and
Accounting Officer
Mark Andrews, W. Michael Directors
Blumenthal,
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.
M. W. Meyer
By_________________________________ February 10, 1995
ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, a Post-
Effective Amendment to Tenneco Inc.'s Registration Statement No. 33-52595 on
Form S-3 for the registration of shares of Common Stock, $5 par value per
share, of Tenneco Inc. to be sold pursuant to the Dividend Reinvestment and
Stock Purchase Plan offered to holders of the Company's Common Stock and $7.40
Cumulative Preferred Stock, 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 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 February, A.D. 1995.
William L. Weiss
-------------------------------------
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
DIVIDEND REINVESTMENT PLAN
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint T. R. Tetzlaff, M. W. Meyer, K. A. Stewart, and each of them,
severally, his true and lawful attorneys or attorney, to execute in his name,
place and stead, in his capacity as a Director of said Company, a Post-
Effective Amendment to Tenneco Inc.'s Registration Statement No. 33-52595 on
Form S-3 for the registration of shares of Common Stock, $5 par value per
share, of Tenneco Inc. to be sold pursuant to the Dividend Reinvestment and
Stock Purchase Plan offered to holders of the Company's Common Stock and $7.40
Cumulative Preferred Stock, 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 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 February, A.D. 1995.
Clifton R. Wharton, Jr.
-------------------------------------
