<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1995
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TENNECO INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
PLAN: TEXAS
ISSUER: DELAWARE ISSUER: 76-0233548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
TENNECO BUILDING, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
TENNECO INC. THRIFT PLAN
(FULL TITLE OF THE PLAN)
M. W. MEYER
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
TENNECO INC.
TENNECO BUILDING
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (713) 757-2131
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$5 per share (including
associated Rights)..... 3,000,000 shs. $48.94* $146,820,000* $50,628
========================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as quoted for July 17, 1995, in The Wall Street
Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
PROSPECTUS
SHARES OF COMMON STOCK
(PAR VALUE $5 PER SHARE)
TENNECO INC.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The shares of Common Stock, par value $5 per share ("Common Stock"), of
Tenneco Inc. which may be sold by means of this Prospectus are outstanding
shares of Common Stock which were owned as of March 31, 1995, by the persons
named in this Prospectus under the caption "Selling Shareholders", having been
acquired by them by purchases of Common Stock through the Tenneco Inc. Thrift
Plan (the "Plan"), and the shares of Common Stock estimated to be purchased by
such persons through the Plan during the twelve month period after such date.
Such shares may be offered and sold from time to time by such persons on a
national securities exchange or otherwise.
On July 17, 1995, the closing price per share of the Common Stock as quoted
in The Wall Street Journal for said date was $49 3/8.
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY OFFER
MADE THEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON.
THE DATE OF THIS PROSPECTUS IS JULY 19, 1995
<PAGE>
TENNECO INC.
Tenneco Inc., a Delaware corporation, the issuer of the shares covered by
this Prospectus, has its principal executive offices at the Tenneco Building,
Houston, Texas 77002, and its telephone number is (713) 757-2131.
----------------
AVAILABLE INFORMATION
Tenneco Inc. 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. Information as of
particular dates concerning directors and officers of Tenneco Inc., their
remuneration, options granted to them, the principal holders of securities of
Tenneco Inc. and any material interest of such persons in transactions with
Tenneco Inc. is disclosed in proxy statements distributed to shareholders of
Tenneco Inc. and filed with the Commission. Such reports, proxy statements and
other information filed by Tenneco Inc. with the Commission can be inspected,
without charge, and copies may be obtained at prescribed rates, at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Seven World Trade Center, Suite 1300, New York, New
York 10048.
Securities of Tenneco Inc. are listed on the New York, Chicago and Pacific
Stock Exchanges. Reports, proxy material and other information concerning
Tenneco Inc. are on file with and open for inspection at such Exchanges.
----------------
TENNECO INC. 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 DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. 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.
A REGISTRATION STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO THE TENNECO INC. THRIFT PLAN. SUCH REGISTRATION
STATEMENT, TOGETHER WITH ALL AMENDMENTS THERETO, IS HEREIN SOMETIMES REFERRED
TO AS THE "REGISTRATION STATEMENT." THIS PROSPECTUS DOES NOT CONTAIN ALL THE
INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH
HAVE BEEN OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE COMMISSION. THE
INFORMATION SO OMITTED MAY BE OBTAINED FROM THE COMMISSION'S PRINCIPAL OFFICE
IN WASHINGTON, D.C., UPON PAYMENT OF THE FEES PRESCRIBED BY THE COMMISSION.
2
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the name and address of each Selling
Shareholder, his or her current position, office or other relationship with
Tenneco Inc.; the number of shares of Common Stock which were owned by him or
her as of June 30, 1995, which he or she acquired through the Plan; and the
number of shares of Common Stock which it is estimated he or she will purchase
through the Plan from June 30, 1995 until June 30, 1996. Any or all of such
shares of Common Stock may be offered for sale and sold by the Selling
Shareholders from time to time by means of this Prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES
------------------------------
COMMON STOCK ESTIMATED
PURCHASED PURCHASES
THROUGH THE PLAN OF COMMON
NAME AND RELATIONSHIP AND HELD AS OF STOCK THROUGH
WITH TENNECO INC. ADDRESS JUNE 30, 1995 JUNE 30, 1996
--------------------- ------- ---------------- -------------
<S> <C> <C> <C>
Dana G. Mead............ P.O. Box 2511 297 207
Chairman and Chief
Executive Officer Houston, Texas 77252-2511
Robert T. Blakely....... P.O. Box 2511 8,810 693
Senior Vice President Houston, Texas 77252-2511
and Chief Financial
Officer
John J. Castellani...... P.O. Box 2511 298 207
Senior Vice President-- Houston, Texas 77252-2511
Government Relations
Stacy S. Dick........... P.O. Box 2511 327 404
Senior Vice President-- Houston, Texas 77252-2511
Strategy
Arthur H. House......... P.O. Box 2511 305 207
Senior Vice President-- Houston, Texas 77252-2511
Corporate Affairs
Peter Menikoff.......... P.O. Box 2511 499 214
Senior Vice President Houston, Texas 77252-2511
Barry R. Schuman........ P.O. Box 2511 413 211
Senior Vice President-- Houston, Texas 77252-2511
Human Resources
Kenneth D. Allen........ P.O. Box 2511 4,367 345
Vice President Houston, Texas 77252-2511
Matthew W. Appel........ P.O. Box 2511 3,000 495
Vice President--Shared Houston, Texas 77252-2511
Service Operations
Philip A. Dur........... P.O. Box 2511 -- 19
Vice President-- Houston, Texas 77252-2511
Operations Development
David T. Ellis.......... P.O. Box 2511 516 214
Vice President-- Houston, Texas 77252-2511
Environment, Health and
Safety
Ilene S. Gordon......... P.O. Box 2511 578 216
Vice President-- Houston, Texas 77252-2511
Operations
Jack Lascar............. P.O. Box 2511 1,097 234
Vice President--
Investor Relations Houston, Texas 77252-2511
Mark A. McCollum........ P.O. Box 2511 -- 85
Vice President-- Houston, Texas 77252-2511
Financial Analysis
and Planning and
Controller
M. W. Meyer............. P.O. Box 2511 13,829 667
Vice President and Houston, Texas 77252-2511
Deputy General Counsel
E. J. Milan............. P.O. Box 2511 1,811 258
Vice President Houston, Texas 77252-2511
Karen R. Osar........... P.O. Box 2511 75 199
Vice President and
Treasurer Houston, Texas 77252-2511
Robert G. Simpson....... P.O. Box 2511 446 212
Vice President--Tax Houston, Texas 77252-2511
Stephen J. Smith........ P.O. Box 2511 547 215
Vice President--Human
Resources Houston, Texas 77252-2511
Karl A. Stewart......... P.O. Box 2511 3,836 327
Vice President and Houston, Texas 77252-2511
Secretary
S. D. Chesebro.......... P.O. Box 2511 2,862 294
Chief Executive Officer Houston, Texas 77252-2511
and
President--Tenneco Gas
Inc.
W. R. Phillips, Jr...... P.O. Box 2511 596 217
Chairman and Chief Houston, Texas 77252-2511
Executive Officer--
Newport News
Shipbuilding and Dry
Dock Company
R. A. Snell............. P.O. Box 2511 583 216
Chief Executive Officer Houston, Texas 77252-2511
and President--Tenneco
Automotive, a Division
of Tennessee Gas
Pipeline Company
Paul T. Stecko.......... P.O. Box 2511 134 201
President and Chief Houston, Texas 77252-2511
Executive Officer
Packaging Corporation
of America
</TABLE>
3
<PAGE>
Each of the Selling Shareholders is an officer or director of Tenneco Inc.,
its subsidiaries or affiliates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Tenneco Inc. are incorporated as of their respective
dates in this Prospectus by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1994.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
3. Definitive Proxy Statement for the Annual Meeting of Stockholders held
on May 9, 1995.
4. 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.
LEGAL OPINION
The legality of the Common Stock to which this Prospectus applies has been
passed upon by M. W. Meyer, Esq., Vice President and Deputy General Counsel of
Tenneco Inc. Tenneco Inc. has been advised by Mr. Meyer that at June 30, 1995,
he beneficially owned 24,139 shares of Common Stock of Tenneco Inc.
EXPERTS
The financial statements and schedules of Tenneco Inc. and consolidated
subsidiaries included in Tenneco Inc.'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.
SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
The By-Laws of Tenneco Inc. provide for the indemnification of its officers
and directors under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Tenneco Inc. pursuant to the
foregoing provisions, Tenneco Inc. 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.
4
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
incorporated in this registration statement by reference:
1. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1994.
2. Tenneco Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
3. Tenneco Inc.'s Quaraterly Report on Form 10-Q for the quarter ended
March 31, 1995.
4. Definitive Proxy Statement for the Annual Meeting of Stockholders held
on May 9, 1995.
5. Description of the Common Stock of Tenneco Inc. included in Tenneco
Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as
filed with the Commission on March 8, 1988.
All documents subsequently filed by Tenneco Inc. or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock to which the reoffer prospectus included in
this Registration Statement applies has been passed upon by M. W. Meyer, Esq.,
Vice President and Deputy General Counsel of Tenneco Inc. Tenneco Inc. has been
advised by Mr. Meyer that at June 30, 1995, he beneficially owned 24,139 shares
of Common Stock of Tenneco Inc.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of Tenneco Inc. include the following provision:
"Section 14. Each person who is or was a director or officer of the
Company, or who serves or may have served at the request of the Company as
a director or officer of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators
or estate of such person) and who was or is a party or is threatened to be
made a party to any threatened, pending or completed claim, action, suit or
proceeding, whether criminal, civil, administrative or investigative,
including appeals, shall be indemnified by the Company as matter of right
to the full extent permitted or authorized by the General Corporation Law
of Delaware, as it may from time to time be amended, against any expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in his capacity as a
director or officer, or arising out of his status as a director or officer.
Each person who is or was an employee or agent of the Company, or who
serves or may have served at the request of the Company as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of
such person) may, at the discretion of the Board, be indemnified by the
Company to the same extent as provided herein with respect to directors and
officers of the Company.
"The Company may, but shall not be obligated to, maintain insurance at
its expense, to protect itself and any person who is or was a director,
officer, employee or agent of the Company, or is or was serving as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, 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.
II-1
<PAGE>
"The indemnification provided by this Section 14 shall not be exclusive
of any other rights to which those seeking indemnification may be entitled
as a matter of law or under any agreement, vote of stockholders or
disinterested directors or otherwise."
Insofar as the foregoing provision permits indemnification (other than the
payment by Tenneco Inc. of expenses incurred or paid by a director or officer
in the successful defense of any action) for liabilities arising under the
Securities Act of 1933, Tenneco Inc. has been advised by the Securities and
Exchange Commission that, in the opinion of the Commission, it is against
public policy as expressed in the Act and therefore unenforceable. In the event
that a claim for such indemnification is asserted by an officer or a director,
pursuant to the foregoing provision or Delaware law, Tenneco Inc. will (unless
the question has already been determined by a precedent deemed to be
controlling) submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Tenneco Inc. has purchased insurance which purports to insure Tenneco Inc.
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of Tenneco
Inc., and of its subsidiary companies, against certain liabilities incurred by
them in the discharge of their function as such officers and directors except
for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
<TABLE>
<C> <S>
4(a) --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to Registration No. 33-
17815).
4(b) --Certificate of Incorporation as amended and supplemented as of March 1, 1995
(Exhibit 3(a)(1) to Form 10-K for the fiscal year ended December 31, 1994, File
No. 1-9864).
4(c) --Rights Agreement dated as of May 24, 1988, as amended and restated October 1,
1989, between Tenneco Inc. and First Chicago Trust Company of New York, as
Rights Agent (Exhibit 4(d) to Registration No. 33-43561).
*5 --Opinion of M. W. Meyer re legality of Common Stock.
15 --None.
*23(a) --The consents of Arthur Andersen LLP are attached to this Registration
Statement.
*23(b) --The consent of M. W. Meyer, Esq. is contained in his opinion filed as Exhibit
5 to this Registration Statement.
*24 --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M. Kathryn
Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B.
McCoy, Joseph J. Sisco, William L. Weiss and Clifton R. Wharton, Jr.
28 --None.
99(a)(1) --Tenneco Inc. Thrift Plan as Amended and Restated Effective July 1, 1992 (Ex-
hibit 28(a)(1) to Registration Statement No. 33-60316).
99(a)(2) --Copy of Amendment No. 1 to the Tenneco Inc. Thrift Plan (Exhibit 28(a)(2) to
Registration Statement No. 33-60316).
99(b)(1) --Copy of Affirmation and Acceptance by Successor Trustee dated April 7, 1966 of
Thrift Plan Trust Agreement (Exhibit 3, Registration No. 2-28834).
99(b)(2) --Copy of Trust Agreement amended as of January 1, 1976 (Exhibit 2, Form 11-K
Annual Report of the Thrift Plan of Tenneco Inc. for the fiscal year ended
December 31, 1976).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
99(b)(3) --Copy of Amendment dated March 2, 1978, to Tenneco Inc. Thrift Plan
Trust Agreement, amended as of January 1, 1976 (Exhibit 1, Form
11-K Annual Report of the Thrift Plan of Tenneco Inc. for the
fiscal year ended December 31, 1978).
99(b)(4) --Copy of Amendment No. Two of Trust Agreement, dated March 6, 1985,
effective as of March 6, 1985 (Exhibit 28(b)(4), Registration No.
2-97420).
99(c) --Copy of Tenneco Inc. Thrift Plan Summary Plan Description (Exhibit
28(c), Registration No. 33-45345).
</TABLE>
The Registrant has submitted the Plan, and hereby undertakes to submit any
amendment thereto, to the Internal Revenue Service in a timely manner and will
make all changes required by the Internal Revenue Service in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
A. SUBSEQUENT DISCLOSURE.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. INCORPORATION BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. DELIVERY OF CERTAIN MATERIAL.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's annual report to
II-3
<PAGE>
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual report
for the preceding year may be so delivered, but within such 120 day period the
annual report for the last fiscal year will be furnished to each such employee.
D. COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 19TH DAY OF
JULY, 1995.
TENNECO INC.
Dana G. Mead
By___________________________________
Dana G. Mead
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRATION
STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Dana G. Mead
--------------------------------------
Dana G. Mead Principal Executive Officer
and Director July 19, 1995
Robert T. Blakely
--------------------------------------
Robert T. Blakely Principal Financial and
Accounting Officer July 19, 1995
Mark Andrews, W. Michael Blumenthal, Directors
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K.
Johnson, John B. McCoy,
Joseph J. Sisco, William L. Weiss,
Clifton R. Wharton, Jr.
By M. W. Meyer July 19, 1995
- ----------------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE>
SIGNATURE
THE PLAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE TENNECO INC.
THRIFT 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 HOUSTON, STATE OF TEXAS, ON THIS 19TH DAY OF JULY, 1995.
TENNECO INC. THRIFT PLAN
Dana G. Mead
By __________________________________
Dana G. Mead
Chairman of the Tenneco Benefits
Committee
II-6
<PAGE>
CONSENTS
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC.
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 16, 1995,
included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Houston, Texas
July 19, 1995
----------------
INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC. THRIFT PLAN
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 12, 1995,
included in the Annual Report of the Tenneco Inc. Thrift Plan on Form 11-K for
the year ended December 31, 1994, and to all references to our Firm included in
this Registration Statement.
Arthur Andersen LLP
Houston, Texas
July 19, 1995
II-7
<PAGE>
EXHIBIT 5
July 19, 1995
Tenneco Inc.
P.O. Box 2511
Houston, Texas 77252-2511
Gentlemen:
As Vice President and Deputy General Counsel of Tenneco Inc., a Delaware
corporation (herein called the "Company"), I am familiar with the written
documents which comprise the Tenneco Inc. Thrift Plan, as amended, and the
trust agreement executed for the purpose of creating a trust to carry out the
provisions of such plan (such written documents, including such trust
agreement, are collectively referred to herein as the "Plan"). I am also
familiar with the Company's Certificate of Incorporation and all amendments
thereto and have examined all statutes and other records, instruments and
documents which I have deemed it necessary to examine for the purpose of this
opinion. Further, I have participated in the preparation of the Registration
Statement for the Plan on Form S-8 (the "Registration Statement") with which
this opinion is filed as an exhibit.
Based upon the foregoing and having regard to the legal considerations which I
deem relevant, I am of the opinion that the shares of the Company's Common
Stock being registered pursuant to the Registration Statement (i) have been
legally authorized and (ii) when purchased by the Trustee for the Plan directly
from the Company will, upon payment to the Company of the purchase price
determined in accordance with resolutions of the Board of Directors of the
Company authorizing the issuance and sale of such shares, be legally issued,
fully paid and nonassessable on the date of such purchase.
This opinion is furnished to you for use in filing as an exhibit to the said
Registration Statement, and I hereby consent thereto, and to the use of my name
in said Registration Statement and to any amendments thereto.
Very truly yours,
/s/ M.W. Meyer
<PAGE>
EXHIBIT 24
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ Mark Andrews
_____________________________________
Mark Andrews
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ W. Michael Blumenthal
_____________________________________
W. Michael Blumenthal
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ M. Kathryn Eickhoff
_____________________________________
M. Kathryn Eickhoff
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ Peter T. Flawn
_____________________________________
Peter T. Flawn
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ Henry U. Harris, Jr.
_____________________________________
Henry U. Harris, Jr.
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th
day of June, A.D. 1995.
/s/ Belton K. Johnson
_____________________________________
Belton K. Johnson
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ John B. McCoy
_____________________________________
John B. McCoy
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ Joseph J. Sisco
_____________________________________
Joseph J. Sisco
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th
day of June, A.D. 1995.
/s/ William L. Weiss
_____________________________________
William L. Weiss
<PAGE>
TENNECO INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Tenneco Inc., does hereby
appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of
them, severally, his true and lawful attorneys, or attorney, to execute, in his
name, place and stead, in his capacity as a Director of said Company, the
following and to file the same with the Securities and Exchange Commission:
1. Registration Statement on Form S-8 for the registration of each of the
following plans (the "Plans") and for the registration of (i) contributions
to the Plans by participating employees, (ii) contributions made by the
employers of participants in the Plans, and/or (iii) shares of Common Stock
of Tenneco Inc., par value $5 per share, that are available for purchase by
employees participating in the Plans:
(a) Tenneco Inc. Thrift Plan
(b) The Packaging Corporation of America 401(k) Savings Plan
(c) Tenneco Automotive Hourly Employees Savings Plan
(d) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees
(e) 1994 Tenneco Inc. Stock Ownership Plan
2. Any and all amendments and post-effective amendments to said
Registration Statements and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have the power to act hereunder with or without
the other of said attorneys, and shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th
day of July, A.D. 1995.
/s/ Clifton R. Wharton, Jr.
_____________________________________
Clifton R. Wharton, Jr.
