TENNECO INC /DE/
S-8 POS, 1995-06-28
FARM MACHINERY & EQUIPMENT
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<PAGE>
 
     As filed with the Securities and Exchange Commission on June 28, 1995

                                                       Registration No. 33-34595


================================================================================



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                             --------------------



                                POST-EFFECTIVE
                                AMENDMENT NO. 1


                                      to


                                   FORM S-8


                            REGISTRATION STATEMENT



                                      of



                                 TENNECO INC.



================================================================================
<PAGE>
 
                                DEREGISTRATION


  The Registrant, Tenneco Inc., hereby removes from registration all securities
registered hereunder, including interests in the J. I. Case Company Guaranteed
Sharing Benefits and Tax Deferred Savings Plan, which remain unsold as of the
date hereof.

                                       2
<PAGE>
 
                                  SIGNATURES


THE REGISTRANT

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 28th day of
June, 1995.


                            TENNECO INC.


                            By       DANA G. MEAD 
                              --------------------------------
                                     Dana G. Mead 
                                     Chairman and
                                     Chief Executive Officer



  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or Amendment has been signed by the following persons in the
capacities and on the date indicated.

      Signature                    Title                   Date
      ---------                    -----                   ----


    DANA G. MEAD        Principal Executive Officer      June 28, 1995 
- ---------------------    and Director 
    Dana G. Mead                  


  ROBERT T. BLAKELY     Principal Financial and          June 28, 1995 
- ---------------------    Accounting Officer      
  Robert T. Blakely
                         
                         

Mark Andrews, W. Michael     Directors                   June 28, 1995  
 Blumenthal, M. Kathryn Eickhoff,
 Peter T. Flawn, Henry U. Harris,
 Belton K. Johnson, Joseph J. Sisco



By        M. W. MEYER
  -----------------------------
       Attorney-in-Fact

                                       3
<PAGE>
 
                                  SIGNATURES



THE PLAN

  Pursuant to the requirements of the Securities Act of 1933, the J. I. Case
Company Guaranteed Sharing Benefits and Tax Deferred Savings Plan has duly
caused this Registration Statement or Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Racine, State of
Wisconsin, on the 28th day of June, 1995.

                         J. I. CASE COMPANY GUARANTEED
                            SHARING BENEFITS AND TAX
                            DEFERRED SAVINGS PLAN



                         By   MARC J. CASTOR 
                           -----------------------------------
                              Marc J. Castor 
                              Vice President
                              Case Corporation

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