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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Tenneco Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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DANA G. MEAD Tenneco
Chairman and 1275 King Street
Chief Executive Officer Greenwich, Connecticut 06831
[LOGO] TENNECO INC.
IMPORTANT REMINDER
Dear Tenneco Shareowner:
You have previously been sent important information regarding the proposed
reorganization of Tenneco into three separate companies: New Tenneco Inc. (to
be renamed Tenneco Inc.), Newport News Shipbuilding Inc. and E1 Paso Natural
Gas Company.
Your vote is important to ensure the successful completion of this
transaction.
As a Common Shareowner in Tenneco, under the proposed reorganization, you
will be entitled to receive:
. One share of New Tenneco for every share of your current Tenneco shares.
. One share of Newport News Shipbuilding for every five shares of your
current Tenneco shares.
. Shares in El Paso Natural Gas Company which will be allocated based on a
formula more fully described in the Joint Proxy Statement/Prospectus which
has already been mailed to you.
Tenneco Preferred Shareowners (other than holders of recently issued shares
of Tenneco Junior Preferred Stock) will receive common shares of El Paso
Natural Gas Company.
Your Board of Directors has determined that the transaction is in the best
interests of shareowners. The Board has approved the transaction and
recommends that shareowners approve the transaction by executing and returning
the enclosed proxy card.
If you have not yet voted your proxy, please sign, date and return it in the
enclosed postage paid envelope.
If you need additional information regarding this transaction, please call
our proxy solicitor, Georgeson & Company Inc. at 1-800-223-2064.
Thank you for your support.
Sincerely,
/s/ Dana G. Mead
Dana G. Mead
Chairman and Chief Executive Officer
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P
R
O
X
Y
LOGO
TENNECO INC.
SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 10, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby appoint D.G. MEAD, P.T. FLAWN and K.A.
STEWART, and any of them, with full power of substitution, as Proxies to
vote, as directed on the reverse side of this card, or, if not so directed,
in accordance with the Board of Directors' recommendations, all shares of
Tenneco Inc. ("Tenneco") held of record by the undersigned at the close of
business on November 6, 1996 and entitled to vote at the Special Meeting of
Stockholders of Tenneco, to be held at 10:00 a.m., December 10, 1996, at
Tenneco's executive offices at 1275 King Street, Greenwich, Connecticut, or
at any adjournment(s) or postponement(s) of such meeting, for the purpose
identified on the reverse side of this proxy and with discretionary
authority as to any other matters that may properly come before the Special
Meeting, including, without limitation, an adjournment of the Special
Meeting to obtain a quorum, to solicit additional votes in favor of
proposal 1 and/or to allow for fulfillment of certain conditions precedent
to the Transaction (as defined on reverse side).
You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE, but you need not mark any box if you wish to vote FOR the
Transaction (as defined on reverse side). The Proxies cannot vote your
shares unless you sign and return this card.
(IMPORTANT -- TO BE DATED AND SIGNED ON REVERSE SIDE) SEE
REVERSE
SIDE
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[X] PLEASE MARK
VOTES AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1
1. Approval and adoption of the proposed reorganization (the "Transaction") of
Tenneco including: (i) the Distribution Agreement, dated as of November 1,
1996 (the "Distribution Agreement"), among Tenneco, New Tenneco Inc., a
Delaware corporation ("New Tenneco") and Newport News Shipbuilding Inc., a
Delaware corporation ("Newport News"), as such may be amended, supplemented
or modified from time to time, pursuant to which, among other things,
Tenneco will restructure, divide and separate its existing businesses and
subsequently distribute (the "Distributions") pro rata to holders of Tenneco
Common Stock all of the outstanding common stock of New Tenneco and all of
the outstanding common stock of Newport News; (ii) the Amended and Restated
Agreement and Plan of Merger, dated as of June 19, 1996 (the "Merger
Agreement"), among El Paso Natural Gas Company, a Delaware corporation ("El
Paso"), El Paso Merger Company, a Delaware corporation and indirect wholly
owned subsidiary of El Paso ("El Paso Subsidiary"), and Tenneco, as such may
be amended, supplemented or modified from time to time, pursuant to which,
among other things, El Paso Subsidiary will be merged with and into Tenneco
after consummation of the Distributions; (iii) the transactions contemplated
by the Merger Agreement and the Distribution Agreement; and (iv) an
amendment to the Certificate of Incorporation of Tenneco, as amended (the
"Charter"), which will eliminate the rights, powers and preferences of the
junior preferred stock of Tenneco specified in the Charter.
FOR [_] AGAINST [_] ABSTAIN [_]
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2. In their discretion, the Proxies are authorized to vote on such other
matters as may properly come before the Special Meeting (including, without
limitation, an adjournment of the Special Meeting to obtain a quorum,
solicit additional votes in favor of proposal 1 and/or allow for fulfillment
of certain conditions precedent to the Transaction).
THE SIGNER HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN BY THE SIGNER TO VOTE AT
SAID MEETING OR ANY ADJOURNMENTS THEREOF.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH.
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Signature(s) Date
