<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-A/A
POST-EFFECTIVE AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 76-0233548
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
06831
1275 KING STREET, GREENWICH, CT
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICE)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
----------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
8 1/4% Cumulative Junior Preferred Stock, Se-
ries A, without par value New York Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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- -------------------------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Tenneco Inc., a Delaware corporation (the "Registrant"), hereby amends its
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on November 12, 1996 (the "Registration Statement").
The purpose of this Amendment is to amend Item 2 of the Registration
Statement to file as an exhibit the Certificate of Designation, Preferences
and Rights of the Registrant's 8 1/4% Cumulative Junior Preferred Stock,
Series A (the "Series A Preferred Stock") as filed with the Secretary of State
of the State of Delaware on November 18, 1996.
ITEM 2. EXHIBITS
Item 2 of the Registration Statement is hereby amended and restated as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1. Certificate of Incorporation of the Registrant, as amended and
supplemented as of
March 1, 1996 (incorporated herein by reference from Exhibit 3(a)
of Registrant's Form 10-K for the fiscal year ended December 31,
1995, File No. 1-9864).
2. Form of Certificate of Amendment of Certificate of Incorporation
of Registrant (incorporated herein by reference from Appendix H
filed as part of El Paso Natural Gas Company's Amendment No. 2 to
Form S-4, No. 333-10911 filed November 1, 1996).
*3. Certificate of Designation, Preferences and Rights of Series A
Preferred Stock, filed with the Secretary of State of the State of
Delaware on November 18, 1996.
4. Form of Stock Certificate of the Series A Preferred Stock
(previously filed with the Commission as Exhibit 4 to the
Registrant's Form 8-A dated November 12, 1996).
</TABLE>
- --------
*Filed herewith.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Tenneco Inc.
(Registrant)
By:
/s/ Karl A. Stewart
-------------------------------------
Karl A. Stewart
Vice President and Secretary
Dated: November 22, 1996
3
<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1. Certificate of Incorporation of the Registrant, as amended and
supplemented as of March 1, 1996 (incorporated herein by reference
from Exhibit 3(a) of Registrant's Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-9864).
2. Form of Certificate of Amendment of Certificate of Incorporation of
Registrant (incorporated herein by reference from Appendix H filed as
part of El Paso Natural Gas Company's Amendment No. 2 to Form S-4,
No. 333-10911 filed November 1, 1996).
*3. Certificate of Designation, Preferences and Rights of Series A
Preferred Stock, filed with the Secretary of State of the State of
Delaware on November 18, 1996.
4. Form of Stock Certificate of the Series A Preferred Stock (previously
filed with the Commission as Exhibit 4 to the Registrant's Form 8-A
dated November 12, 1996).
</TABLE>
- --------
*Filed herewith.
4
<PAGE>
TENNECO INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF JUNIOR PREFERRED STOCK
BY RESOLUTION OF THE BOARD OF DIRECTORS
PROVIDING FOR AN ISSUE OF 6,000,000
SHARES OF JUNIOR PREFERRED STOCK DESIGNATED
"8 1/4% CUMULATIVE JUNIOR PREFERRED STOCK, SERIES A"
----------------
I, Karl A. Stewart, Vice President and Secretary of Tenneco Inc.
(hereinafter referred to as the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:
That pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of said Corporation, as amended, the Board of
Directors is authorized to issue Junior Preferred Stock, without par value, of
the Corporation ("Junior Preferred Stock") in one or more series, and the
Board of Directors (i) has authorized the issuance of the series of Junior
Preferred Stock hereinafter provided for, and (ii) has authorized a special
committee of the Board of Directors (the "Junior Preferred Stock Issuance
Committee") to adopt the resolution set forth below creating a series of
6,000,000 shares of Junior Preferred Stock, without par value, designated as 8
1/4% Cumulative Junior Preferred Stock, Series A.
That the Junior Preferred Stock Issuance Committee has adopted the following
resolution:
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of Incorporation of the Corporation,
as amended (as such may be further amended from time to time, the
"Certificate of Incorporation") and the authority vested by such Board in a
Junior Preferred Stock Issuance Committee, all of the members of which are
members of such Board, a series of Junior Preferred Stock, without par
value, of the Corporation (the "Junior Preferred Stock") be, and hereby is,
created to be designated "8 1/4% Cumulative Junior Preferred Stock, Series
A" (hereinafter referred to as the "Series A Preferred Stock"), consisting
of 6,000,000 shares, and the designations, powers, preferences and relative
and other special rights and the qualifications, limitations and
restrictions of the Series A Preferred Stock are hereby fixed and stated to
be as follows (all terms used herein which are defined in the Certificate
of Incorporation shall be deemed to have the meanings provided therein):
Section 1. Dividends. (a) The dividend rate on the Series A Preferred
Stock shall be 8 1/4% of $50 per share of Series A Preferred Stock per
annum (2.0625% per quarter annum). Dividends (including Additional DRD
Dividends (as defined in Section 2)) on shares of the Series A Preferred
Stock shall accrue, whether or not declared, on a daily basis from the date
of issuance of such shares. Accrued but unpaid dividends shall not bear
interest.
(b) Dividends on the Series A Preferred Stock shall be payable, when, as
and if declared by the Board of Directors of the Corporation out of assets
legally available therefor, quarter-yearly on the last days of March, June,
September and December in each year (each, a "Dividend Payment Date"), with
the first dividend payment date being the next Dividend Payment Date
following the date of issuance. Dividends on each Dividend Payment Date
will be payable to holders of record of the Series A Preferred Stock as
they appear on the stock books of the Corporation on a record date, not
more than 60 days preceding such Dividend Payment Date, fixed for such
purpose by the Board of Directors in advance of such Dividend Payment Date.
Dividends payable on the Series A Preferred Stock for any period shorter
than a quarter-yearly dividend period shall be computed on the basis of a
360-day year of twelve 30-day months. The Series A Preferred Stock shall
rank on a parity with each other series of Junior Preferred Stock as to the
payment of dividends, except to the extent otherwise provided in Section 7
hereof or in the resolution or resolutions providing for the issuance of
such other series.
(c) If (x) the Stock Issuance (as defined in the Amended and Restated
Agreement and Plan of Merger, dated as of June 19, 1996, as such may be
amended or supplemented from time to time (the "Merger Agreement") among
the Corporation, El Paso Natural Gas Company, a Delaware corporation ("El
Paso"),
<PAGE>
and El Paso Merger Company, a Delaware corporation) is not approved by the
stockholders of El Paso at a special meeting of El Paso stockholders
(including any adjournments or postponements thereof, the "El Paso Special
Meeting") called to approve such issuance, (y) the Merger (as defined in
the Merger Agreement) is effected, and (z) on or before the 90th day after
the date of the El Paso Special Meeting, either Standard & Poor's Corp.
("S&P") or Moody's Investors Service, Inc. ("Moody's") downgrades the
rating previously given by it to the Series A Preferred Stock, the annual
dividend rate set forth in (a) above will be automatically subjected to a
one-time upward adjustment to the rate set forth in the table below
opposite the applicable ratings which are given to the Series A Preferred
Stock by each of Moody's and S&P as of the 90th day after the El Paso
Special Meeting, effective as of the date of original issuance of the
Series A Preferred Stock.
<TABLE>
<CAPTION>
ANNUAL
DIVIDEND
REVISED RATINGS (MOODY'S/S&P) RATE
----------------------------- --------
<S> <C>
Ba1/BB+.......................................................... 9.000%
Ba2/BB+ or Ba1/BB................................................ 9.125%
Ba2/BB........................................................... 9.250%
Ba3/BB or BA2/BB-................................................ 9.500%
Ba3/BB-.......................................................... 10.000%
</TABLE>
If any such adjustment to the annual dividend rate occurs after a
Dividend Payment Date as to which the Corporation previously paid dividends
on the Series A Preferred Stock, additional dividends will be payable, out
of funds legally available therefor, on each share of Series A Preferred
Stock on the next succeeding Dividend Payment Date (or if such adjustment
occurs after the dividend payable on the next succeeding Dividend Payment
Date has been declared, on the second succeeding Dividend Payment Date
following the date of such adjustment) to the holder of record of such
share of Series A Preferred Stock as of the record date established for
such succeeding Dividend Payment Date (or second succeeding Dividend
Payment Date, as the case may be) in an amount equal to the excess of (x)
the aggregate amount of dividends that would have been payable on such
share on all Dividend Payment Dates as to which the Corporation previously
paid dividends on the Series A Preferred Stock if dividends had accrued
from the date of issuance of the Series A Preferred Stock at the adjusted
annual dividend rate, over (y) the aggregate amount of dividends actually
paid with respect to such share of Series A Preferred Stock. If the annual
dividend rate is adjusted as provided above, the Corporation will cause
notice of such adjustment to be sent to the holders of record of the Series
A Preferred Stock as they appear in the stock register of the Corporation.
Section 2. Changes in the Dividends Received Percentage. (a)
Notwithstanding Section 1 hereof, if one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the
percentage of the dividends received deduction as specified in Section
243(a)(1) of the Code or any successor provision (the "Dividends Received
Percentage") to below 70%, the amount of each dividend payable per share of
the Series A Preferred Stock for dividend payments made on or after the
effective date of such change (or the second succeeding dividend payment
after such effective date, as hereinafter described) will be adjusted by
multiplying the amount of the dividend payable pursuant to Section 1
(before adjustment pursuant to this Section 2) by a factor, which will be
the number determined in accordance with the following formula (the "DRD
Formula"), and rounding the result to the nearest cent:
1 - (.35 (1 - .70))
-------------------------
1 - (.35 (1 - DRP))
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question. No amendment to the
Code, other than a change in the percentage of the dividends received
deduction set forth in Section 243(a)(1) of the Code or any successor
provision, will give rise to an adjustment. Notwithstanding the foregoing
provisions of this Section 2, in the event that, with respect to any such
amendment, the Corporation receives either an unqualified opinion of
nationally
2
<PAGE>
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of authorization from the Internal Revenue
Service to the effect that such an amendment would not apply to dividends
payable on the Series A Preferred Stock, then any such amendment will not
result in the adjustment provided for pursuant to the DRD Formula. The
opinion referenced in the previous sentence must be based upon a specific
exception in the legislation amending the DRP or upon a published
pronouncement of the Internal Revenue Service addressing such legislation.
The Corporation's calculation of the dividends payable, as so adjusted and
as certified accurate as to calculation and reasonable as to method by the
independent public accountants then regularly engaged by the Corporation,
will be final and not subject to review absent manifest error.
(b) If any amendment to the Code which reduces the Dividends Received
Percentage to below 70% is enacted after a dividend payable on a Dividend
Payment Date has been declared but prior to the applicable Dividend Payment
Date, the amount of dividend payable on such Dividend Payment Date will not
be increased. Instead, an amount, equal to the excess of (x) the product of
the dividends paid by the Corporation on such Dividend Payment Date and the
factor derived from the DRD Formula (where the DRP used in the DRD Formula
would be equal to the reduced Dividends Received Percentage for such
dividends), over (y) the dividends paid by the Corporation on such Dividend
Payment Date, will be payable, out of funds legally available therefor, to
holders of record as of the record date established for the next succeeding
Dividend Payment Date in addition to any other amounts payable on such
date. Notwithstanding the foregoing, no such additional dividend will be
payable pursuant to this Section 2 if such amendment to the Code would not
result in an adjustment to the DRD Formula due to the Corporation having
received either an opinion of counsel or tax ruling referred to in
paragraph (a) of this Section 2.
(c) If, prior to March 31, 1997, an amendment to the Code is enacted that
reduces the Dividends Received Percentage to below 70% and such reduction
retroactively applies to a Dividend Payment Date as to which the
Corporation previously paid dividends on the Series A Preferred Stock (each
an "Affected Dividend Payment Date"), additional dividends (the "Additional
DRD Dividends") will be payable out of funds legally available therefor on
the next succeeding Dividend Payment Date (or if such amendment is enacted
after the dividend payable on such Dividend Payment Date has been declared,
on the second succeeding Dividend Payment Date following the date of
enactment) to holders of record as of the record date established for such
succeeding Dividend Payment Date (or second succeeding Dividend Payment
Date, as the case may be) in an amount equal to the excess of (x) the
product of the dividends paid by the Corporation on each Affected Dividend
Payment Date and the factor derived from the DRD Formula (where the DRP
used in the DRD Formula would be equal to the reduced Dividends Received
Percentage applied to each Affected Dividend Payment Date), over (y) the
dividends paid by the Corporation on all Affected Dividend Payment Dates.
(d) Additional DRD Dividends will not be payable in respect of the
enactment of any amendment to the Code on or after March 31, 1997 which
retroactively reduces the Dividends Received Percentage to below 70%, or if
enacted prior to March 31, 1997, which would not result in an adjustment
due to the Corporation having received either an opinion of counsel or tax
ruling referred to in paragraph (a) of this Section 2. The Corporation
shall only be required to make one payment of Additional DRD Dividends.
(e) In the event that the amount of dividends payable per share of the
Series A Preferred Stock are adjusted pursuant to the DRD Formula and/or
Additional DRD Dividends are to be paid, the Corporation shall cause notice
of each such adjustment and, if applicable, any Additional DRD Dividends to
be sent to the holders of record of the Series A Preferred Stock as they
appear in the stock register of the Corporation.
Section 3. Optional Redemption. (a) At any time or from time to time, on
or after December 31, 2001, the Series A Preferred Stock may be redeemed at
the option of the Corporation, in whole or in part, out of funds legally
available therefor, at a redemption price equal to $50.00 per share plus an
amount equal to accrued and unpaid dividends (whether or not declared) to
but excluding the date fixed for redemption including any changes in
dividends payable due to changes in the annual dividend rate or Dividends
Received Percentage, and Additional DRD Dividends, if any. In addition to
any restrictions or limitations
3
<PAGE>
contained in the Certificate of Incorporation, if any, if full cumulative
dividends on the Series A Preferred Stock for all past dividend periods
have not been paid or declared and set apart for payment, the Series A
Preferred Stock may be redeemed only in full (but not in part) by the
Corporation pursuant to this paragraph (a) and the Corporation shall not
purchase or acquire any shares of Series A Preferred Stock other than
pursuant to Section 4 hereof or pursuant to a purchase or exchange offer
made on the same terms to all holders of the Series A Preferred Stock. If
fewer than all the outstanding shares of Series A Preferred Stock are to be
redeemed, the Corporation will select those to be redeemed pro rata, by lot
or by a substantially equivalent method.
(b) If the Dividends Received Percentage is equal to or less than 40%
and, as a result, the amount of dividends on the Series A Preferred Stock
payable on any Dividend Payment Date will be or is adjusted upwards as
provided in Section 2, the Corporation, at its option, may redeem all, but
not less than all, of the outstanding shares of the Series A Preferred
Stock, out of funds legally available therefor, provided that within 60
days of the date on which an amendment to the Code is enacted which reduces
the Dividends Received Percentage to 40% or less, the Corporation gives
notice of redemption as provided in paragraph (d) of this Section 3 to all
holders of record of the Series A Preferred Stock. A redemption of the
Series A Preferred Stock in accordance with this paragraph (b) shall be at
the applicable redemption price set forth in the following table, in each
case plus an amount equal to accrued and unpaid dividends (whether or not
declared) thereon to but excluding the date fixed for redemption, including
any changes in dividends payable due to changes in the annual dividend rate
or Dividends Received Percentage, and Additional DRD Dividends, if any:
<TABLE>
<CAPTION>
REDEMPTION
PRICE PER
REDEMPTION PERIOD SHARE
----------------- ----------
<S> <C>
November 18, 1996 to December 30, 1997......................... $52.50
December 31, 1997 to December 30, 1998......................... 52.00
December 31, 1998 to December 30, 1999......................... 51.50
December 31, 1999 to December 30, 2000......................... 51.00
December 31, 2000 to December 30, 2001......................... 50.50
December 31, 2001 and thereafter............................... 50.00
</TABLE>
(c) If at any time fewer than 600,000 shares of Series A Preferred Stock
remain outstanding, the Corporation, at its option, may redeem all, but not
less than all, of the outstanding Series A Preferred Stock. A redemption of
the Series A Preferred Stock in accordance with this paragraph (c) shall be
at the applicable redemption price set forth in the following table, in
each case plus an amount equal to accrued but unpaid dividends (whether or
not declared) thereon to but excluding the date fixed for redemption,
including any changes in dividends payable due to changes in the annual
dividend rate or the Dividends Received Percentage, and Additional DRD
Dividends, if any:
<TABLE>
<CAPTION>
REDEMPTION
PRICE PER
REDEMPTION PERIOD SHARE
----------------- ----------
<S> <C>
November 18, 1996 to December 30, 1997......................... $52.50
December 31, 1997 to December 30, 1998......................... $52.00
December 31, 1998 to December 30, 1999......................... $51.50
December 31, 1999 to December 30, 2000......................... $51.00
December 31, 2000 to December 30, 2001......................... $50.50
December 31, 2001 and thereafter............................... $50.00
</TABLE>
(d) Notice of redemption pursuant to paragraph (a), (b) or (c) of this
Section 3 will be given by mail, (i) not less than 30 days prior to the
date fixed for redemption thereof in the case of paragraph (a) and (ii) not
less than 30 nor more than 60 days prior to the date fixed for redemption
thereof, in the case of paragraphs (b) and (c), in each case to each record
holder of the shares of Series A Preferred Stock to be redeemed at the
address of such holder in the stock register of the Corporation. If a
notice of redemption has been given, from and after the specified
redemption date (unless the Corporation defaults in making
4
<PAGE>
payment of the redemption price), dividends on the Series A Preferred Stock
so called for redemption will cease to accrue, such shares will no longer
be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive the redemption
price) will cease. Subject to applicable escheat and similar abandoned
property laws, any moneys set aside by the Corporation for such redemption
and unclaimed at the end of six months from the redemption date shall
revert to the general funds of the Corporation, after which reversion the
holders of such shares so called for redemption shall look only to the
general funds of the Corporation for the payment of the amounts payable
upon such redemption. Any interest accrued on funds so deposited shall be
paid to the Corporation from time to time.
Section 4. Mandatory Redemption. Subject to the rights of the holders of
any class or series of stock ranking prior to the Series A Preferred Stock,
upon the occurrence of a Mandatory Redemption Event, the Corporation shall
redeem out of funds legally available therefor all of the outstanding
shares of Series A Preferred Stock on a date (the "Mandatory Redemption
Date") not more than 60 days after the date of such Mandatory Redemption
Event at a redemption price of $50.50 per share plus an amount equal to
accrued and unpaid dividends (whether or not declared) thereon to but
excluding the Mandatory Redemption Date, including any changes in dividends
payable due to changes in the annual dividend rate or Dividends Received
Percentage, and Additional DRD Dividends, if any.
A "Mandatory Redemption Event" shall mean the earliest to occur of the
following events:
(i) the Transaction (as defined below) shall have been voted upon by
the stockholders of the Corporation and shall not have been approved at
the special meeting of Tenneco stockholders presently scheduled to be
held on December 10, 1996 for the purpose of considering and voting
upon the Transaction (such meeting having been finally adjourned); (ii)
the Transaction shall not have been approved by the requisite vote of
the stockholders of the Corporation entitled to vote thereon on or
prior to March 31, 1997; or (iii) the Corporation shall not have
accepted on or prior to March 31, 1997 any indebtedness of the
Corporation and its subsidiaries tendered to it pursuant to the cash
tender offers made by it pursuant to the Transaction.
"Transaction" means the reorganization of the Corporation pursuant to
which (i) the Corporation and its subsidiaries will, pursuant to a
Distribution Agreement dated as of November 1, 1996 (as such may be
amended, supplemented or modified from time to time) among the Corporation,
New Tenneco Inc., a newly formed wholly-owned subsidiary of the Corporation
("New Tenneco"), and Newport News Shipbuilding Inc., a wholly-owned
subsidiary of the Corporation ("Newport News"), undertake various
intercompany transfers and distributions designed to restructure, divide
and separate their various businesses and assets so that all of the assets,
liabilities and operations of (A) their automotive parts, packaging and
administrative services businesses ("Industrial Business") are owned and
operated by New Tenneco, and (B) their shipbuilding business ("Shipbuilding
Business") are owned and operated by Newport News; (ii) the Corporation
will then distribute pro rata to holders of the common stock of the
Corporation all of the outstanding common stock of New Tenneco and Newport
News; and (iii) thereafter a subsidiary of El Paso will merge with and into
the Corporation, which will then consist of the remaining existing and
discontinued operations of the Corporation and its subsidiaries other than
those relating to the Industrial Business or the Shipbuilding Business,
including the transmission and marketing of natural gas, pursuant to the
Merger Agreement.
Notice of redemption pursuant to this Section 4 will be given by mail,
not less than 30 nor more than 60 days prior to the Mandatory Redemption
Date to each record holder of shares of Series A Preferred Stock at the
address of such holder in the stock register of the Corporation. If a
notice of redemption has been given, from and after the Mandatory
Redemption Date (unless the Corporation defaults in making payment of the
redemption price), dividends on the Series A Preferred Stock will cease to
accrue, such shares will no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation (except
the right to receive the redemption price) will cease. Subject to
applicable escheat and similar abandoned property laws, any moneys set
aside by the Corporation for such redemption and unclaimed at the end of
six months from the Mandatory Redemption Date shall revert to the general
funds
5
<PAGE>
of the Corporation, after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the
Corporation for the payment of the amounts payable upon such redemption.
Any interest accrued on funds so deposited shall be paid to the Corporation
from time to time.
Section 5. Voting. The Series A Preferred Stock shall not have any voting
rights except as required by law or the Certificate of Incorporation, or as
hereinafter set forth:
(a) Each share of Series A Preferred Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the holders
of Series A Preferred Stock.
(b) The holders of Series A Preferred Stock, voting as a separate
series from all other series of Junior Preferred Stock and classes of
capital stock, shall be entitled, at each annual meeting of
stockholders of the Corporation, to elect a number of directors of the
Corporation equivalent to the smallest number representing at least
one-sixth of the number of members of the Board of Directors as if
there were no vacancies or unfilled newly created directorships on such
Board, without giving effect to any directorships created or directors
elected pursuant to paragraph (c) below. Any director so elected shall
hold office until the next annual meeting and until his or her
successor shall be elected and qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from
office. So long as any shares of Series A Preferred Stock are
outstanding, the number of members of the Board of Directors of the
Corporation (as if there were no vacancies or unfilled newly created
directorships on such Board, without giving effect to any directorships
created or directors elected pursuant to paragraph (c) below) shall be
set at an integral multiple of six.
A director elected pursuant to the terms of this paragraph (b) may be
removed without cause only by the holders of a majority in voting power
of the outstanding Series A Preferred Stock.
At such time as all shares of the Series A Preferred Stock shall
cease to be outstanding, the term of office of any director elected
pursuant to this paragraph (b), or his or her successor, shall
automatically terminate.
(c) Whenever, at any time or times, dividends payable on the Series A
Preferred Stock shall be in arrears for dividend periods, whether or
not consecutive, containing in the aggregate a number of days
equivalent to six calendar quarters, the holders of outstanding Series
A Preferred Stock shall have the exclusive right, in addition to their
rights under (b) above, voting as a separate series from all other
series of Junior Preferred Stock and classes of capital stock of the
Corporation, at each meeting of the stockholders held for the purpose
of electing directors, to elect two directors of the Corporation, until
such time as all dividends accumulated on the Series A Preferred Stock
and in arrears shall have been paid in full or declared and set apart
for payment, at which time the right of the holders of the Series A
Preferred Stock to vote pursuant to the provisions of this paragraph
(c) shall terminate, subject to revesting in the event of each and
every subsequent default of the character and for the time above
mentioned.
At any time when voting rights shall, pursuant to the provisions of
this paragraph (c), be vested in the Series A Preferred Stock, the
number of directors of the Corporation shall be automatically
increased, to the extent necessary, so that two directors may be
elected by the holders of the Series A Preferred Stock and a proper
officer of the Corporation shall, upon the written request of the
holders of record of at least ten percent in aggregate liquidation
value of the Series A Preferred Stock then outstanding, addressed to
the Secretary of the Corporation, call a special meeting of holders of
the Series A Preferred Stock. Such meeting shall be held at the
earliest practicable date but in no event shall a special meeting be
held if the annual meeting of stockholders of the Corporation is to be
held within 90 days of the receipt by the Secretary of the Corporation
of such request. If such meeting shall not be called by the proper
officer of the Corporation as required within 20 days after personal
service of the said written request upon the Secretary of the
Corporation, or within 20 days after mailing the same within the United
States of America by certified or registered mail, return receipt
requested,
6
<PAGE>
addressed to the Secretary of the Corporation at its principal office
(such mailing to be evidenced by the registry receipt issued by the
postal authorities), then the holders of record of at least ten percent
of the aggregate liquidation value of the Series A Preferred Stock then
outstanding may designate in writing one of their number to call such
meeting, and such meeting may be called by such person designated upon
the notice required for annual meetings of stockholders but in no event
shall a special meeting be held if the annual meeting of stockholders
of the Corporation is to be held within 90 days of the receipt by the
Secretary of the Corporation of such request. Any holder of the Series
A Preferred Stock so designated shall have access to the stock books of
the Corporation for the purpose of causing a meeting of stockholders to
be called pursuant to these provisions.
Upon any termination of the right of the holders of the Series A
Preferred Stock to vote for directors as a class as described in this
paragraph (c), the term of office of the directors so elected as
described in this paragraph (c) shall automatically terminate and the
number of directors shall be reduced accordingly.
(d) At any meeting so called pursuant to paragraph (c) above, and at
any other meeting of stockholders held for the purpose of electing
directors at which the holders of the Series A Preferred Stock shall
have the right to elect directors as provided in paragraph (b) or
paragraph (c) above, the presence in person or by proxy of a majority
in voting power of the outstanding shares of the Series A Preferred
Stock, shall be required to constitute a quorum thereof for the
election of any director by the holders of the Series A Preferred
Stock.
At any such meeting or adjournment thereof, (x) the absence of the
required quorum of the Series A Preferred Stock shall not prevent the
election of directors other than those to be elected by the Series A
Preferred Stock and the absence of a quorum for the election of such
other directors shall not prevent the election of the directors to be
elected by the Series A Preferred Stock, and (y) in the absence of
either or both such quorums, a majority in voting power of the holders
present in person or by proxy of the stock or stocks which lack a
quorum shall have power to adjourn the meeting, subject to applicable
law, for the election of directors which they are entitled to elect
from time to time without notice other than announcement at the meeting
until a quorum shall be present.
(e) If by reason of any resignation, retirement, disqualification,
death or removal there are not in office all such directors that the
holders of the Series A Preferred Stock are entitled to elect pursuant
to paragraph (c), then any such vacancy shall be filled only by the
remaining director or directors elected by such holders or, only in the
event there is no such remaining director, by the holders of the Series
A Preferred Stock entitled to vote thereon. If by reason of any
resignation, retirement, disqualification, death or removal there are
not in office all such directors that the holders of the Series A
Preferred Stock are entitled to elect pursuant to paragraph (b), then
any such vacancy shall be filled only by a majority of the remaining
directors elected by such holders or, in the event there are no such
remaining directors, by the majority vote of the remaining directors
then constituting the Board of Directors.
Promptly after the right of the holders of the Series A Preferred
Stock to fill any vacancy as set forth in the first sentence of the
immediately preceding paragraph arises, the Board of Directors may
cause a special meeting of the holders of Series A Preferred Stock
entitled to vote thereon, to be held for the purpose of filling such
vacancy and such vacancy shall be filled at any such special meeting.
Such meeting shall be held at the earliest practicable date, but in no
event shall a special meeting be held if the annual meeting of
stockholders of the Corporation is to be held within 90 days of the
occurrence of such vacancy.
Notwithstanding the immediately preceding paragraph, at any time
after the right of the holders of the Series A Preferred Stock to fill
any vacancy as set forth above in the first sentence of the first
paragraph of this paragraph (e) arises, a proper officer of the
Corporation shall, upon the written request of the holders of record of
at least ten percent in aggregate liquidation value of the Series A
Preferred Stock then outstanding, addressed to the Secretary of the
Corporation, call a special meeting of holders
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<PAGE>
of the Series A Preferred Stock. Such meeting shall be held at the
earliest practicable date but in no event shall a special meeting be
held if the annual meeting of stockholders of the Corporation is to be
held within 90 days of the occurrence of such vacancy. If such meeting
shall not be called by the proper officer of the Corporation as
required within 20 days after personal service of the said written
request upon the Secretary of the Corporation, or within 20 days after
mailing the same within the United States of America by registered mail
addressed to the Secretary of the Corporation at its principal office
(such mailing to be evidenced by the registry receipt issued by the
postal authorities), then the holders of record of at least ten percent
of the aggregate liquidation value of the Series A Preferred Stock then
outstanding may designate in writing one of their number to call such
meeting, and such meeting may be called by such person designated upon
the notice required for annual meetings of stockholders and shall be
held at the place at which the last preceding annual meeting of the
stockholders of the Corporation was held. Any holder of the Series A
Preferred Stock so designated shall have access to the stock books of
the Corporation for the purpose of causing a meeting of stockholders to
be called pursuant to these provisions.
(f) In addition to any other vote or consent of stockholders required
by law or the Certificate of Incorporation, if any, so long as any
shares of Series A Preferred Stock are outstanding, the Corporation
shall not, without the consent of the holders of at least a majority in
voting power of the outstanding shares of Series A Preferred Stock,
given in person or by proxy, either in writing or by vote at an annual
meeting or a special meeting called for that purpose:
(A) issue any additional shares of Series A Preferred Stock
(other than the 6,000,000 shares of Series A Preferred Stock
authorized hereby), or issue any shares of any class or series
of stock ranking prior to or on parity with the Series A
Preferred Stock as to the payment of dividends or as to the
distribution of assets on liquidation, dissolution or winding
up;
(B) issue any obligation or security convertible into shares
of stock ranking prior to or on parity with the Series A
Preferred Stock as to the payment of dividends or as to the
distribution of assets on liquidation, dissolution or winding
up; or
(C) amend the Certificate of Incorporation or the Certificate
of Designation if the amendment would alter or change the
powers, preferences or special rights of the shares of Series A
Preferred Stock so as to affect such shares adversely.
Section 6. Restrictions on Dividends and Stock Repurchases. Subject to
any additional restrictions or limitations contained in the Certificate of
Incorporation, if any, so long as any shares of Series A Preferred Stock
remain outstanding, unless full cumulative dividends on the outstanding
shares of Series A Preferred Stock for all past dividend periods have been
paid, or declared and set apart for payment, and the Corporation shall not
be in default with respect to its obligations under Section 4 hereof,
dividends may not be paid or declared and other distributions may not be
made upon any class or series of stock of the Corporation ranking junior to
or on a parity with the Series A Preferred Stock as to dividends or rights
upon dissolution, liquidation or winding up of the Corporation nor may any
such class or series of stock of the Corporation be purchased, retired or
otherwise acquired by the Corporation, in either case without the consent,
given in person or by proxy, either in writing or by vote at any annual
meeting or at a special meeting called for that purpose, of the holders of
at least a majority in voting power of the outstanding shares of Series A
Preferred Stock present in person or by proxy at such meeting, provided
that a quorum, consisting of at least a majority in voting power of the
then outstanding shares of Series A Preferred Stock is present; provided,
however, that, notwithstanding the foregoing provisions of this Section 6
(but subject to any restrictions or limitations to the contrary contained
in the Certificate of Incorporation), the Corporation may at any time
redeem, purchase or acquire, out of funds legally available therefor,
shares of stock ranking junior to or on a parity with the Series A
Preferred Stock as to dividends and rights upon liquidation, dissolution
and winding up of the Corporation in exchange for, or out of net cash
proceeds from a substantially concurrent sale of, other shares of any stock
of the Corporation ranking junior to the Series A Preferred Stock as to
dividends and rights upon liquidation, dissolution and winding up.
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<PAGE>
Section 7. Ranking. (a) Any class or series of stock of the Corporation
shall be deemed to rank:
(i) prior to the Series A Preferred Stock as to the payment of
dividends or as to distributions of assets upon liquidation,
dissolution or winding up, as the case may be, if the holders of such
class or series shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of Series A
Preferred Stock;
(ii) on a parity with the Series A Preferred Stock as to the payment
of dividends, whether or not the dividend rates or dividend payment
dates thereof be different from those of the Series A Preferred Stock,
if the holders of such class or series of stock and the holders of the
Series A Preferred Stock shall be entitled to the receipt of dividends
in proportion to their respective amounts of accrued and unpaid
dividends per share, without preference or priority one over the other,
and on a parity with the Series A Preferred Stock as to the
distribution of assets upon liquidation, dissolution or winding up,
whether or not the liquidation prices per share thereof be different
from those of the Series A Preferred Stock, if the holders of such
class or series of stock and the holders of the Series A Preferred
Stock shall be entitled to the receipt of amounts distributable upon
liquidation, dissolution or winding up in proportion to their
respective liquidation preferences, without preference or priority one
over the other; and
(iii) junior to the Series A Preferred Stock as to the payment of
dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, as the case may be, if the holders of Series
A Preferred Stock shall be entitled to receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of shares of
such class or series.
(b) Except for the Common Stock, par value $5.00 per share, of the
Corporation (as such may be constituted from time to time, the "Common
Stock") and the Series A Participating Junior Preferred Stock, without par
value, of the Corporation (the "Participating Junior Preferred Stock"),
each other class and series of stock of the Corporation existing on the
date of the adoption of this Certificate shall be deemed to rank prior to
the Series A Preferred Stock both as to the payment of dividends and as to
the distribution of assets upon liquidation, dissolution or winding up. The
Common Stock and the Participating Junior Preferred Stock shall be deemed
to rank junior to the Series A Preferred Stock both as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution or winding up.
Section 8. Liquidation Rights. (a) The amount that the holders of Series
A Preferred Stock shall be entitled to receive in the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary (collectively, a "Liquidation"), shall be
$50.00 per share, plus an amount equal to all accrued and unpaid dividends
to the date of Liquidation including any changes in dividends payable due
to changes in the annual dividend rate or Dividends Received Percentage,
and Additional DRD Dividends, if any, and no more. After such amount is
paid in full, no further distributions or payments shall be made in respect
of shares of Series A Preferred Stock, such shares of Series A Preferred
Stock shall no longer be deemed to be outstanding or be entitled to any
powers, preferences, rights or privileges, including voting rights, and
such shares of Series A Preferred Stock shall be surrendered for
cancellation to the Corporation.
(b) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, then, before any distribution or payment shall
be made to the holders of any class or series of stock of the Corporation
ranking junior to the Series A Preferred Stock, the holders of the Series A
Preferred Stock (subject to the rights of the holders of any stock ranking
prior to the Series A Preferred Stock as to rights on liquidation,
dissolution and winding up) shall be entitled to be paid in full the
amounts set forth in paragraph (a) of this Section 8. After such payment
shall have been made in full to the holders of the Series A Preferred
Stock, the remaining assets and funds of the Corporation shall be
distributed among the holders of the stock of the Corporation ranking
junior in respect thereof to the Series A Preferred Stock according to
their respective rights. In the event that the assets of the Corporation
available for distribution to holders
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<PAGE>
of Series A Preferred Stock shall not be sufficient to make the payment
herein required to be made in full and to pay in full the liquidation
preference on all other shares of stock of the Corporation ranking on a
parity with the Series A Preferred Stock as to amounts distributable upon
dissolution, liquidation or winding up of the Corporation, such assets
shall be distributed to the holders of the respective shares of Series A
Preferred Stock and any such other parity stock pro rata in proportion to
the full amounts payable upon the shares of Series A Preferred Stock and
any such other parity stock if all amounts payable thereon were paid in
full.
Section 9. Maturity. Unless otherwise redeemed as provided herein, the
term of the Series A Preferred Stock shall be perpetual.
IN WITNESS WHEREOF, said Tenneco Inc. has caused this Certificate to be
signed by Karl A. Stewart, as Vice President and Secretary, this 18th day of
November, 1996.
TENNECO INC.
By: /s/ Karl A. Stewart
---------------------------------
Name: Karl A. Stewart
Title: Vice President and
Secretary
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