<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1996
REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0233548
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
M. W. MEYER
VICE PRESIDENT AND
DEPUTY GENERAL COUNSEL
TENNECO INC.
TENNECO BUILDING
HOUSTON, TEXAS 77002
(713) 757-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$5 per share
(including associated
Rights)............... 457,192 shs. $54.938* $25,117,214* $8,661
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</TABLE>
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* 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 April 23, 1996 in The Wall Street
Journal.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED APRIL 30, 1996
457,192 SHARES
TENNECO INC.
COMMON STOCK
($5 PAR VALUE)
------------
The Common Stock of Tenneco Inc. (the "Company") is listed on the New York,
Chicago, Pacific, Toronto, London, Paris, Frankfurt, Dusseldorf, Basel, Geneva
and Zurich Stock Exchanges and the shares of Common Stock offered hereby have
been listed on such Exchanges.
------------
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 April 30, 1996, by the persons
named in this Prospectus under the caption "Selling Shareholders", having been
acquired by them in connection with a merger of MLP Holdings, Inc. with an
indirect wholly-owned subsidiary of Tenneco Inc., which occurred on November 2,
1995. Such shares may be offered and sold from time to time by such persons on
a national securities exchange or otherwise.
In making this offering, the Selling Shareholders and any broker or dealer
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Act").
See "Manner of Offering" for a description of indemnification obligations of
the Company to Selling Shareholders and brokers or dealers who participate in a
sale of the shares offered hereby.
The closing price of the Common Stock on the Composite Transactions Tape as
reported by the National Quotation Bureau, Inc. on April 23, 1996, was $54 5/8.
The expenses of this offering are estimated to be approximately $65,000 and
will be paid by the Company.
------------
April , 1996
<PAGE>
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information......... 2
Tenneco Inc. ................. 3
Use of Proceeds............... 3
Recent Developments........... 3
Common Stock Price Range and
Dividends.................... 4
Selling Shareholders.......... 5
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Common Stock.......................................... 5
Manner of Offering................................................... 10
Legal Matters........................................................ 11
Experts.............................................................. 11
Incorporation of Certain Documents by Reference...................... 11
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450 5th
Street, N.W., Washington, D.C. 20549, and at regional offices of the
Commission at the following addresses: Seven World Trade Center, 13th Floor,
New York, New York 10048, and Citicorp Center, 500 W. Madison, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements
and other information can also be inspected at the offices of the New York,
Chicago and Pacific Stock Exchanges.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the information that has
been incorporated by reference in the Prospectus (not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Prospectus incorporates). Requests for such copies should be directed to Mr.
Karl A. Stewart, Vice President and Secretary, Tenneco Inc., 1275 King Street,
Greenwich, Connecticut 06831, telephone number (203) 863-1000.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Act, covering the shares
described herein. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
2
<PAGE>
TENNECO INC.
The Company is a diversified industrial company conducting all of its
operations through subsidiaries. The major businesses of the Company and its
consolidated subsidiaries are the manufacture and sale of automotive exhaust
system parts and ride control products; natural gas transportation and
marketing; manufacture and sale of packaging materials, cartons, containers
and specialty packaging products for consumer and commercial markets; and
construction and repair of ships.
The address of the Company, a Delaware corporation, is 1275 King Street,
Greenwich, Connecticut 06831, and its telephone number is (203) 863-1000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the shares
of Common Stock offered hereby. All proceeds from the sale of such shares of
Common Stock will be received by the Selling Shareholders.
RECENT DEVELOPMENTS
On March 21, 1996, the Company announced that it intends to spin off Newport
News Shipbuilding and Dry Dock Company to its shareholders in a tax-free
transaction, and is developing strategic options to separate Tenneco Energy
from its packaging and automotive parts divisions and to maximize shareowner
value through a tax-free spinoff, a sale, strategic alliance or other action.
The development of these options related to Tenneco Energy is expected to be
completed during the second quarter of 1996. The spinoff of Newport News
Shipbuilding and Dry Dock Company is expected to be completed late in 1996,
subject to receipt of a favorable ruling from the Internal Revenue Service on
the tax-free nature of the proposed transaction.
On April 18, 1996, the Texas Supreme Court issued a decision adverse to
Tennessee Gas Pipeline Company ("Tennessee") in a proceeding involving a gas
supply contract containing a "take-or-pay" provision and above-market pricing
terms. The decision reversed an earlier opinion of the Texas Supreme Court
which held that the contract in question was an "output" contract under the
Texas Business and Commerce Code and therefore subject to the requirement that
any increase in production under the contract must be made in good faith and
in reasonable proportion to historical levels. Tennessee intends to ask the
court to again rehear the issue. The Supreme Court's ruling explicitly
preserves Tennessee's defenses based on bad faith conduct of the producers. In
addition, nothing in the Supreme Court's decision affects Tennessee's ability
to seek recovery of its above-market costs of purchasing gas under the
contract from its customers as gas supply restructuring costs in proceedings
currently pending before the Federal Energy Regulatory Commission.
3
<PAGE>
COMMON STOCK PRICE RANGE AND DIVIDENDS
The outstanding shares of Common Stock are listed on the New York, Chicago,
Pacific, Toronto, London, Paris, Frankfurt, Dusseldorf, Basel, Geneva and
Zurich Stock Exchanges.
The following table sets forth the high and low sale prices of Common Stock
during the periods indicated
on the New York Stock Exchange Composite Transactions Tape and dividends paid
per share of Common Stock during such periods:
<TABLE>
<CAPTION>
SALE
PRICES
------------ DIVIDENDS
HIGH LOW PAID
---- ---- ---------
<S> <C> <C> <C>
1995
1st quarter............. $47 3/8 $42 1/4 .40
2nd quarter............. 48 5/8 45 1/8 .40
3rd quarter............. 50 1/4 44 7/8 .40
4th quarter............. 50 3/8 41 7/8 .40
1996
1st quarter............. $58 1/2 $47 5/8 .45
2nd quarter (through
April 19).............. 57 5/8 53 3/8 .45
</TABLE>
The closing price of the Common Stock on the Composite Tape as reported by
the National Quotation Bureau, Inc. on April 23, 1996 was $54 5/8.
The declaration of dividends on the Company's capital stock is at the
discretion of the Company's Board of Directors. The Board has not adopted a
dividend policy as such; subject to legal and contractual restrictions, its
decisions regarding dividends are based on all considerations that in its
business judgment are relevant at the time, including past and projected
earnings, cash flows, economic, business and securities market conditions and
anticipated developments concerning the Company's business and operations.
The Company's cash flow and the consequent ability of the Company to pay
dividends on the Common Stock is substantially dependent upon the Company's
earnings and cash flow available after its debt service and the availability
of such earnings to the Company by way of dividends, distributions, loans and
other advances. The instruments setting forth the rights of the holders of the
Company's Preferred Stock and Junior Preferred Stock contain provisions
restricting the Company's right to pay dividends and make other distributions
on the Common Stock. Certain of the Company's subsidiaries have provisions
under financing arrangements and an investment agreement which limit the
amount of dividends that may be paid by them to the Company. At December 31,
1995, such amount was calculated to be approximately $3.7 billion. The Company
is a party to credit agreements containing provisions that limit the amount of
dividends paid on its common stock. At December 31, 1995, under the most
restrictive provisions contained in these credit agreements, the Company would
be permitted to pay dividends in excess of $300 million.
Under applicable corporate law, dividends may be paid by the Company out of
"surplus" (as defined under the law) or, if there is not a surplus, out of net
profits for the year in which the dividends are declared or the preceding
fiscal year. At December 31, 1995, the Company had surplus of approximately
$2.4 billion for the payment of dividends, and the Company will also be able
to pay dividends out of any net profits for the current and prior fiscal year.
4
<PAGE>
SELLING SHAREHOLDERS
The shares of Common Stock offered hereunder were acquired by the Selling
Shareholders as a result of the merger of MLP Holdings, Inc. ("MLP") into a
subsidiary of the Company in which the outstanding shares of MLP were
converted into shares of Common Stock. The merger occurred on November 2,
1995, with the Company's subsidiary being the surviving corporation.
The following table sets forth the name of each Selling Shareholder and the
number of shares of Common Stock to be offered for sale hereunder. 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
OF COMMON STOCK NUMBER OF SHARES
OWNED PRIOR TO OF COMMON STOCK
NAME THE OFFERING TO BE OFFERED
---- ---------------- ----------------
<S> <C> <C>
Leslie C. Confair 228,596 228,596
Arnold R. Klann 228,596 228,596
</TABLE>
Prior to the merger in which MLP was acquired by the Company, Mr. Confair
was President of MLP and Mr. Klann was its Senior Vice President, Secretary
and Treasurer, and each of them owned 50% of the issued and outstanding
capital stock of MLP. Additionally, from March 1, 1995 through February 22,
1996, a corporation owned by the Selling Shareholders and a subsidiary of the
Company were partners in a joint venture to design and construct ethanol
plants.
To the knowledge of the Company, neither of the Selling Shareholders owns
any shares of Common Stock other than the shares offered by this Prospectus.
DESCRIPTION OF COMMON STOCK
Under the Certificate of Incorporation, as amended, of the Company (the
"Certificate of Incorporation"), the authorized capital stock of the Company
consists of 15,000,000 shares of Preferred Stock, without par value
("Preferred Stock"); 50,000,000 shares of Junior Preferred Stock, without par
value ("Junior Preferred Stock"); and 350,000,000 shares of Common Stock, par
value $5 ("Common Stock").
As of March 31, 1996, the following shares of capital stock were
outstanding: 391,519 shares of $7.40 Cumulative Preferred Stock, 803,723
shares of $4.50 Cumulative Preferred Stock and 173,996,487 shares of Common
Stock. No shares of Junior Preferred Stock were issued and outstanding on such
date although 3,500,000 shares of Series A Participating Junior Preferred
Stock have been authorized for issuance pursuant to a Rights Agreement (the
"Rights Agreement") between the Company and First Chicago Trust Company of New
York, as Rights Agent, which is described below under the subcaption "Certain
Anti-Takeover Provisions--Rights Agreement."
Preferred Stock ranks senior to Junior Preferred Stock (when and if issued)
and to Common Stock with respect to payment of dividends and distributions of
assets upon liquidation. The Board of Directors may from time to time
authorize the issuance of shares of Preferred Stock and Junior Preferred Stock
in such series, and having such dividend and liquidation preferences, voting
rights, redemption prices, conversion rights, and other terms and provisions
as may be contained in the resolutions of the Board of Directors providing for
their issuance.
The summary of the terms of the Common Stock contained herein does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Certificate of Incorporation which is
filed as an exhibit to the Registration Statement.
5
<PAGE>
COMMON STOCK
Dividends. Subject to the prior rights of the holders of the Preferred Stock
and the Junior Preferred Stock (when and if issued), and except as set forth
below, such dividends as may be determined by the Board of Directors of the
Company may be declared and paid on the Common Stock from time to time out of
any funds legally available therefor. No dividends may be paid on the Common
Stock, nor may any shares of Common Stock be acquired by the Company, unless
all past and current dividends on the Preferred Stock and Junior Preferred
Stock shall have been declared and paid.
Voting Rights. Holders of the Common Stock and holders of the $7.40
Cumulative Preferred Stock are entitled to vote together on the basis of one
vote for each share held at all meetings of stockholders of the Company.
Holders of the $7.40 Cumulative Preferred Stock are not entitled to vote
separately as a class except with regard to matters relating exclusively to
the rights of such series so as to adversely affect the rights, powers or
preferences of such series. Subject to the right of the holders of the $7.40
Cumulative Preferred Stock of the Company to elect two additional members of
the Board of Directors whenever dividends on the outstanding $7.40 Cumulative
Preferred Stock are in arrears in an amount equal to six quarterly dividends
thereon, and subject to such additional voting rights as may be provided for
any other series of Preferred Stock or Junior Preferred Stock in the
resolution of the Board of Directors providing for the issuance thereof,
holders of Common Stock are entitled to one vote for each share held at all
meetings of stockholders.
Liquidation. The holders of Common Stock, in the event of any liquidation,
dissolution or winding up of the affairs of the Company, are entitled to
receive pro rata the assets of the Company remaining after satisfaction of
corporate liabilities and the prior payment in full of all amounts that the
holders of the Preferred Stock and the Junior Preferred Stock are entitled to
receive.
Miscellaneous. The holders of Common Stock have no preemptive rights,
cumulative voting rights or subscription rights.
The Common Stock is listed on the New York, Chicago, Pacific, Toronto,
London, Paris, Frankfurt, Dusseldorf, Basel, Geneva and Zurich Stock
Exchanges.
The following banks are both Transfer Agents and Registrars for the Common
Stock: First Chicago Trust Company of New York, New York, New York; and First
Interstate Bank of California, Los Angeles, California. Additionally, Montreal
Trust Company, Toronto, Ontario, is a Transfer Agent for the Common Stock and
Canada Permanent Trust Company, Toronto, Ontario, is a Registrar for the
Common Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Certificate of Incorporation, By-Laws and the Rights Agreement contain
provisions, summarized below, that could have the effect of delaying,
deferring or preventing a merger, tender offer or other takeover attempt of
the Company. The summary does not purport to be complete and is subject to,
and qualified in its entirety by, the provisions of the Certificate of
Incorporation, By-Laws and Rights Agreement filed or incorporated as exhibits
to the Registration Statement.
Certificate of Incorporation
Election of Board of Directors. The Board of Directors of the Company is
divided into three classes of directors serving staggered three-year terms,
with a minimum of eight directors and a maximum of sixteen directors
constituting the entire Board of Directors. The directors may be removed by
the stockholders of the Company only for cause. The total number of directors
and the number of directors constituting each class of directors (with each of
the three classes being required to be equal as nearly as possible) can be
fixed or changed, from time to time, by the Board of Directors within such
authorized limits. Incumbent directors are delegated the power to fill any
vacancies on the Board of Directors, however occurring, whether by an increase
in the number of directors, death, resignation, retirement, disqualification,
removal from office or otherwise.
6
<PAGE>
Fair Price Provisions. The Certificate of Incorporation contains a "fair
price" provision which requires the approval of holders of at least 66 2/3
percent of the Company's outstanding voting stock (excluding voting stock
owned by any Interested Stockholder, as defined below, and certain related
parties) as a condition to mergers, consolidations and certain other business
combinations and transactions ("Business Combinations") involving the Company
or one of its subsidiaries with, or proposed by or on behalf of, an Interested
Stockholder or certain related parties unless the Business Combination
satisfies certain minimum price and other procedural safeguards or unless the
transaction is approved by a majority of the Continuing Directors (as defined
below). Amendments to these provisions of the Certificate of Incorporation
proposed by an Interested Stockholder require the approval of holders of 66
2/3 percent of the Company's voting stock voting together as a single class
(excluding voting stock owned by any Interested Stockholders and certain
related parties) unless such amendment is approved by all of the members of
the Board of Directors if all such directors are Continuing Directors.
An "Interested Stockholder" is defined in the Certificate of Incorporation
to include any person who is or has announced or publicly disclosed a plan or
intention to become the beneficial owner of more than five percent of the
voting stock of the Company other than the Company, its subsidiaries or
employee benefit plans of the Company and the trustees of such plans. A person
is the "beneficial owner" of voting stock of the Company when such person and
certain related parties, directly or indirectly, own or have the right to
acquire or vote such stock.
A "Continuing Director" is any member of the Board of Directors of the
Company who is not affiliated with an Interested Stockholder and who either
was a director of the Company prior to the time any Interested Stockholder
became an Interested Stockholder or was recommended or elected by a majority
of the Continuing Directors.
The fair price criteria requires that, in a Business Combination in which
consideration is to be paid to the Company's stockholders, the consideration
required to be paid must be either cash or the same form of consideration used
by the Interested Stockholder in acquiring beneficial ownership of the largest
portion of its capital stock of the Company. In the case of payments to
holders of the Common Stock, the fair market value per share of such payments
would have to be at least equal to the higher value determined under the
following two alternatives: (i) the highest per share price paid by or on
behalf of the Interested Stockholder during the two years prior to the public
announcement of the proposed Business Combination (the "Announcement Date") or
in the transaction in which it became an Interested Stockholder, whichever is
higher, for any share of the Company's Common Stock beneficially owned by the
Interested Stockholder, and (ii) the fair market value per share of Common
Stock on the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (the "Determination Date"),
whichever is higher. In the case of payments to holders of any shares of a
series of class of capital stock of the Company, other than Common Stock, the
fair market value per share of such payments would have to be at least equal
to the highest value determined under the following four alternatives: (i) the
highest per share price paid by or on behalf of the Interested Stockholder
during the two years prior to the Announcement Date or in the transaction in
which it became an Interested Stockholder, whichever is higher, for any shares
of such class or series beneficially owned by the Interested Stockholder, (ii)
the fair market value per share of such class or series on the Announcement
Date or Determination Date, whichever is higher, (iii) such fair market value
determined pursuant to the immediately preceding clause multiplied by the
ratio of (x) the highest per share price for such class or series paid by or
on behalf of the Interested Stockholder during the two-year period prior to
the Announcement Date for any shares of such class or series beneficially
owned by the Interested Stockholder to (y) the fair market value per share of
such class or series on the first day of such two-year period, and (iv) the
highest voluntary or involuntary liquidation amount for such class or series.
In order to avoid the 66 2/3 percent stockholder vote requirement for
Business Combinations in which consideration is to be paid to the Company's
stockholders, the following procedural requirements would have to be complied
with, as well as the minimum price criteria described above, unless the
Business Combination was approved by a majority of the Continuing Directors.
7
<PAGE>
(i) The Company, after the Interested Stockholder became an Interested
Stockholder, must not have failed to pay full quarterly dividends payable
under the terms of any outstanding capital stock of the Company or have
reduced the rate of dividends paid on its Common Stock, unless such failure
or reduction was approved by a majority of the Continuing Directors.
(ii) After the Interested Stockholder became an Interested Stockholder,
the Interested Stockholder must not have acquired any additional shares of
the Company's capital stock.
(iii) After the Interested Stockholder became an Interested Stockholder,
the Company must have increased the annual dividend rate on the Common
Stock to reflect certain stock reclassifications, recapitalizations, and
reorganizations of the Company unless such failure to increase the dividend
was approved by a majority of the Continuing Directors.
(iv) A proxy or information statement describing the proposed Business
Combination must have been prepared and mailed by the Company to all
stockholders of the Company at least 30 days prior to the consummation of
the Business Combination.
(v) The Interested Stockholder must not have made any major change in the
Company's business or equity capital structure without the approval of a
majority of Continuing Directors.
In order to avoid the 66 2/3 percent vote requirement for a Business
Combination not involving the payment of consideration to the Company's
stockholders, the transaction would have to be approved by a majority of the
Continuing Directors.
The foregoing voting requirements are in addition to any vote required by
law or otherwise required by the Certificate of Incorporation. The Certificate
of Incorporation provides additional voting requirements that a majority of
the outstanding Preferred Stock and Junior Preferred Stock, each voting
separately as a class, must consent to the sale, lease, transfer or conveyance
of all, or substantially all, of the Company's property or business, or merger
of the Company into, or consolidation of the Company with, any other
corporation or corporations.
Other Provisions. In addition to the anti-takeover effects which may exist
in the above described provisions, the ability of the Board of Directors to
authorize the issuance of shares of Preferred Stock and Junior Preferred
Stock, as described under the caption "Description of Capital Stock", might
deter a third party from attempting to acquire the Company on a non-negotiated
basis such as a tender offer. The Board of Directors of the Company could
issue authorized but unissued Common Stock to a holder that might have
sufficient voting power to make it difficult for any proposal to accomplish
certain Business Combinations opposed by a majority of the Continuing
Directors, or to amend the provisions of the Certificate of Incorporation
relating to such Business Combinations to receive the majority stockholder
vote required therefor.
By-Laws
The Company's By-Laws provide for (i) an advance notice procedure with
regard to (a) the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors, and (b) certain
business to be brought before an annual meeting of stockholders of the Company
and (ii) procedures governing the use of written consents by stockholders. The
By-Laws may be altered, amended or repealed by the Board of Directors, by a
majority vote of stockholders consisting of a quorum at a meeting (provided,
in the case of an annual meeting, that any stockholder proposing such action
shall have given the Company prior notice in accordance with the procedures
prescribed by the By-Laws), or by the holders of a majority of the outstanding
shares of the Company entitled to vote thereon acting by written consent in
accordance with the consent procedures prescribed by the By-Laws.
8
<PAGE>
Rights Agreement
On June 10, 1988, the Company made a dividend distribution to holders of
Common Stock of one Right for each outstanding share of Common Stock. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one-hundredth of a share (a "Unit") of Series A Participating
Junior Preferred Stock, at a purchase price of $130 per Unit, subject to
adjustment from time to time to prevent dilution. The description and terms of
the Rights are set forth in the Rights Agreement, which is filed as an exhibit
to the Registration Statement of which this Prospectus is a part.
The Rights are not exercisable until the Distribution Date (as defined
below) and will expire at the close of business on June 10, 1998, unless
earlier redeemed by the Company as described below.
The Rights currently attach to all Common Stock certificates representing
shares outstanding, including the shares offered hereby, and no separate
certificates evidencing the Rights ("Rights Certificates") have been
distributed. The Rights will separate from the Common Stock and a distribution
date (the "Distribution Date") will occur upon the earlier of (i) 10 business
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20 percent or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), (ii) 10 business days
(or such later date as may be determined by the Board of Directors) following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 20 percent or more of such outstanding
shares of Common Stock or (iii) 10 business days after the Board of Directors
determines any person, alone or together with its affiliates and associates,
has become the beneficial owner of an amount of Common Stock which the Board
of Directors determines to be substantial (which amount shall in no event be
less than 10 percent of the shares of Common Stock outstanding) and at least a
majority of the Board of Directors who are not officers of the Company, after
reasonable inquiry and investigation, including consultation with such persons
as such directors shall deem appropriate, shall determine that (a) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series
of transactions intended to provide such person with short-term financial gain
under circumstances where the Board of Directors determines that the best
long-term interests of the Company and its stockholders would not be served by
taking such action or entering into such transactions or series of
transactions at that time or (b) such beneficial ownership is causing or
reasonably likely to cause a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company (an "Adverse Person").
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after June 10,
1988 will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.
As soon as practicable after the Distribution Date, Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates
alone will represent the Rights. In addition, the Rights Agreement provides
that, in connection with the issuance or sale of shares of Common Stock
following the Distribution Date and prior to the redemption or expiration of
the Rights, the Company (a) shall issue Rights Certificates representing the
appropriate number of Rights in connection with such issuance or sale, with
respect to shares of Common Stock so issued or sold pursuant to the exercise
of stock options or under any employee plan or arrangement outstanding,
granted or awarded as of the Distribution Date, or upon the exercise,
conversion or exchange of securities issued by the Company after May 24, 1988
and (b) may, in any other case, if deemed necessary or appropriate by the
Board of Directors of the Company, issue Rights Certificates representing the
appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificate shall be issued if,
9
<PAGE>
and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax consequences
to the Company or the person to whom such Rights Certificate would be issued,
and (ii) no such Rights Certificate shall be issued if, and to the extent
that, appropriate adjustment shall otherwise have been made in lieu of the
issuance thereof.
In the event that (i) a Person becomes the beneficial owner of 20 percent or
more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock that the independent
directors determine to be fair to and otherwise in the best interests of the
Company and its stockholders), or (ii) the Board of Directors determines that
a person is an Adverse Person, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or Adverse Person
will be null and void. However, rights are not exercisable following the
occurrence of either of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger that
follows an offer described in the preceding paragraph) or (ii) more than 50
percent of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights that previously have been voided as set forth
above) will thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right.
In general, at any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.02 per Right. The Company may not redeem the Rights if the
Board of Directors has previously declared a person to be an Adverse Person.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.02 redemption price.
Until a Right is exercised, the holder thereof, as such, has no rights as a
stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to correct defective or inconsistent
provisions, to make changes that do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption may be made at such time as the Rights are not redeemable
and no amendment to lengthen a time period may be made unless it benefits the
holders of Rights.
MANNER OF OFFERING
The shares of Common Stock are being sold by the Selling Shareholders for
their own accounts. The shares may be sold by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest, in one or more
transactions which may include block transactions, ordinary brokered
transactions regular way on a national securities exchange, negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated or determined. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of underwriting discounts, concessions
10
<PAGE>
or commissions from the Selling Shareholders and/or the purchasers of the
shares for whom such broker-dealers may act as agent (which compensation may
be less than or in excess of customary commissions). The Selling Shareholders
and any broker-dealers that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commissions received by them and any profit on the
resale of the shares sold by them may be deemed to be underwriting discounts
and commissions under the Securities Act.
Upon the Company being notified by any of the Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemental
prospectus will be filed, if required, pursuant to Rule 424 of the Securities
Act, disclosing where applicable (i) the name of each such Selling Shareholder
and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus and (vi)
other facts material to the transaction.
The Selling Shareholders have agreed with the Company that they will not
sell more than 10,000 shares of Common Stock on any day without the consent of
the Company.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for the
Company by Mr. M. W. Meyer, Vice President and Deputy General Counsel of the
Company. The Company has been advised by Mr. Meyer that at March 31, 1996, he
beneficially owned 23,243 shares of Common Stock of the Company (including
options to purchase 4,001 shares of Common Stock, which options are either
presently exercisable or exercisable within 60 days of such date).
EXPERTS
The financial statements and schedules of the Company and its consolidated
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, 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 with respect to the change in the method of accounting
for postemployment benefits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference.
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Definitive Proxy Statement for the Annual Meeting of Stockholders to be
held on May 14, 1996.
3. Current Reports on Form 8-K dated February 2, 1996 and March 21, 1996.
4. Description of 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 the Company pursuant to Section 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 to be incorporated in
this Prospectus by reference and to be a part of this Prospectus from the date
of filing of such documents.
11
<PAGE>
[TENNECO INC.
LOGO
APPEARS HERE]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this Registration Statement.
<TABLE>
<S> <C>
SEC registration fee............................................. $ 8,661
Printing and engraving costs..................................... 12,000
Accounting fees.................................................. 30,000
Miscellaneous, including Blue Sky qualification expense, travel,
telephone and telegraph and various out-of-pocket expenses...... 14,339
-------
Total.......................................................... $65,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company include the following provisions.
"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 a 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.
"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."
The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing By-Law provision, and to insure the officers and directors of
the Company, 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.
II-1
<PAGE>
See "Item 17, Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. LIST OF EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by
an asterisk; all exhibits not so designated are incorporated herein by
reference to a prior filing as indicated.
<TABLE>
<C> <S>
1 --None.
2 --None.
4(a) --Copy of Rights Agreement dated as of May 24, 1988 as amended and
restated as of October 1, 1989 between Tenneco Inc. and First Chicago
Trust Company of New York, as Rights Agent (Exhibit 4(d) to
Registration Statement No. 33-43561 filed October 28, 1991).
4(b) --Specimen Certificate of Common Stock, $5 par value (Exhibit 4(b)(2)
to Registration No. 33-17815 filed October 9, 1987).
*5 --Opinion of M. W. Meyer, Esq.
8 --None.
12 --None.
15 --None.
*23(a) --The consent of M. W. Meyer is contained in his opinion which is filed
as Exhibit 5 to this Registration Statement.
*23(b) --The consent of Arthur Andersen LLP, Independent Public Accountants,
is attached to this Registration Statement.
*24 --Powers of Attorney of the following Directors of Tenneco Inc.:
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
Clifton R. Wharton, Jr.
25 --None.
26 --None.
27 --None.
28 --None.
99 --None.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
(3) To file, during any period in which offers or sales are being made, 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 the 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 the registration statement.
(4) 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.
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 that is incorporated by reference in this
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.
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-3
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 8, 1996,
included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Houston, Texas
April 30, 1996
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE
30TH DAY OF APRIL, 1996.
Tenneco Inc.
Dana G. Mead
By___________________________________
Dana G. Mead
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Dana G. Mead Principal Executive Officer April 30, 1996
____________________________________ and Director
Dana G. Mead
Robert T. Blakely Principal Financial and April 30, 1996
____________________________________ Accounting Officer
Robert T. Blakely
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.
M. W. Meyer April 30, 1996
By_____________________________
Attorney-in-fact
</TABLE>
II-5
<PAGE>
INDEX OF EXHIBITS
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference to
a prior filing as indicated.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- --------- -----------------------
<C> <S>
4(a) --Copy of Rights Agreement dated as of May 24, 1988 as
amended and restated as of October 1, 1989 between Tenneco
Inc. and First Chicago Trust Company of New York, as Rights
Agent (Exhibit 4(d) to Registration Statement No. 33-43561
filed October 28, 1991).
4(b) --Specimen Certificate of Common Stock, $5 par value
(Exhibit 4(b)(2) to Registration No. 33-17815 filed
October 9, 1987).
*5 --Opinion of M. W. Meyer, Esq.
*23(a) --The consent of M. W. Meyer is contained in his opinion
which is filed as Exhibit 5 to the Registration Statement.
*23(b) --The consent of Arthur Andersen LLP, Independent Public
Accountants for Tenneco Inc., is attached to the
Registration Statement.
*24 --Powers of Attorney of the following Directors of
Tenneco Inc.:
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
Clifton R. Wharton, Jr.
</TABLE>
<PAGE>
EXHIBIT 5
Tenneco
1010 Milam Street
PO Box 2511
Houston, Texas 77252 2511
Tel 713 757 2131
M.W. Meyer [LOGO OF TENNECO APPEARS HERE]
Vice President and
Deputy General Counsel
Direct: 713 757 3073
Fax: 713 757 3581
April 30, 1996
Tenneco Inc.
Tenneco Building
Houston, Texas 77002
Gentlemen:
As Vice President and Deputy General Counsel of Tenneco Inc., a Delaware
corporation (the "Company"), I am familiar with the Company's Certificate of
Incorporation and all amendments thereto and the bylaws of the Company.
I am familiar with the 457,192 shares of the Company's Common Stock, par value
$5 per share (the "Common Stock"), which may be sold by the stockholders of MLP
Holdings, Inc. ("MLP"), having been acquired by them in connection with a merger
of MLP with a subsidiary of the Company and which are being registered pursuant
to the Registration Statement on Form S-3 with which this opinion is filed as an
exhibit (the "Registration Statement").
I have examined all statutes, corporate records and other instruments and
documents which I have deemed it necessary to examine for the purposes of this
opinion. Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is legally existing under the laws
of the State of Delaware.
2. The Common Stock is fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement and to
the use of my name therein.
Very truly yours,
/s/ M.W. Meyer
6087p.wp6
<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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/s/ Belton K. Johnson
--------------------------------------
Belton K. Johsnon
<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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/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, a Registration
Statement on Form S-3 for the registration of shares of Common Stock, par value
$5.00 per share, of Tenneco Inc., which were issued pursuant to the merger of
MLP Holdings, Inc. with and into a wholly-owned subsidiary of Tenneco Inc., and
any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have the power to act hereunder with or without the other of
said attorneys and shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever 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 30th
day of April, A.D. 1996.
/s/ Clifton R. Wharton, Jr.
--------------------------------------
Clifton R. Wharton, Jr.
