<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 76-0233548
(I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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)
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KARL A. STEWART
VICE PRESIDENT AND SECRETARY
1275 KING STREET
GREENWICH, CONNECTICUT 06831
(203) 863-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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. [X] (333-14009)
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
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Junior Preferred Stock........... $55,000,000 100%(1) $55,000,000 $16,667
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</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1993, AS
AMENDED.
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<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Tenneco Inc. with the Securities and Exchange
Commission (File No. 333-14009) pursuant to the Securities Act of 1933, as
amended, and declared effective November 7, 1996 is incorporated by reference
into this Registration Statement.
<PAGE>
EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-14009 are incorporated by reference into, and shall be
deemed part of, this Registration Statement, except for the following, which
are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
5 Opinion of Theodore R. Tetzlaff, Esq. relating to the le-
gality of the Junior Preferred Stock, including consent
8 Opinion of Jenner & Block, as to tax matters, including
consent
23(a) Consent of Theodore R. Tetzlaff, Esq. (contained in Ex-
hibit 5)
23(b) Consent of Jenner & Block (contained in Exhibit 8)
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Ernst & Young LLP
</TABLE>
<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 GREENWICH, AND STATE OF CONNECTICUT,
ON THE 12TH DAY OF NOVEMBER, 1996.
Tenneco Inc.
/s/ 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>
/s/ Dana G. Mead Principal Executive Officer November 12, 1996
____________________________________ and Director
Dana G. Mead
/s/ Robert T. Blakely Principal Financial and November 12, 1996
____________________________________ Accounting Officer
Robert T. Blakely
Mark Andrews, W. Michael Blumenthal, Directors November 12, 1996
M. Kathryn Eickhoff, Peter T.
Flawn, Henry U. Harris, Jr., Belton
K. Johnson, John B. McCoy, David
Plastow, William L. Weiss, Clifton
R. Wharton, Jr.
</TABLE>
/s/ Karl A. Stewart
By:____________________________
Attorney-in-fact
II-2
<PAGE>
EXHIBIT 5
THEODORE R. TETZLAFF Tenneco
General Counsel 1275 King Street
Greenwich, Connecticut 06831
LOGO
[LOGO OF TENNECO INC. APPEARS HERE]
November 12, 1996
Tenneco Inc.
1275 King Street
Greenwich, Connecticut 06831
Re: ISSUANCE OF ADDITIONAL JUNIOR PREFERRED STOCK BY TENNECO INC.
Gentlemen:
I am the General Counsel of Tenneco Inc., a Delaware corporation (the
"Corporation"), and have acted as such in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed on the date hereof
by the Corporation under Section 462(b) of the Securities Act of 1933, as
amended (the "Act"), which incorporates by reference the Corporation's
Registration Statement on Form S-3 (File No. 333-14009), for the purpose of
registering under the Act up to $55,000,000 of additional Junior Preferred
Stock, without par value (the "Additional Junior Preferred Stock"), to be
offered in one or more series on a delayed or continuous basis pursuant to
Rule 415 under the Act.
I have examined the Registration Statement and the exhibits thereto and the
current Certificate of Incorporation of the Corporation. I have also examined
originals or copies, certified or otherwise, identified to my satisfaction, of
such other documents, evidence of corporate action and instruments as I have
deemed necessary or advisable for the purpose of rendering this opinion. As to
questions of fact relevant to this opinion, I have relied upon certificates of
written statements from officers and other appropriate representatives of the
Corporation and its subsidiaries or public officials. In all such examinations
I have assumed the genuineness of signatures, the authority to sign, and the
authenticity of all documents submitted to me as originals. I have also
assumed the conformity with the originals of all documents submitted to me as
copies.
Based on and subject to the foregoing, I am of the opinion that when (a) the
Board of Directors of the Corporation, or a committee of members of the Board
of Directors so authorized by the Board of Directors, has authorized the
issuance of a series of Additional Junior Preferred Stock and established the
type, terms and amount thereof, (b) a Certificate of Designation relating
thereto has been duly filed with the Secretary of State of the State of
Delaware, and (c) such shares have been duly executed, issued, sold and
delivered against payment therefor as contemplated by the underwriting
agreement relating thereto, pursuant to and in accordance with the terms
described in the Registration Statement, the prospectus included therein and
any prospectus supplement relating thereto, such Additional Junior Preferred
Stock will be validly issued, fully paid and non-assessable.
I hereby consent to the use of my name under the caption "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to the filing,
as an exhibit to the Registration Statement, of this opinion. In giving this
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission.
Sincerely yours,
/s/ Theodore R. Tetzlaff
Theodore R. Tetzlaff
General Counsel
<PAGE>
EXHIBIT 8
LAW OFFICES
JENNER & BLOCK
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-8350
(312) 527-0484 FAX
November 12, 1996
Tenneco Inc.
1275 King Street
Greenwich, Connecticut 06831
Re: FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION
Dear Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences
of the Transaction, as such term is defined in the Registration Statement on
Form S-3 (the "Registration Statement") filed on the date hereof by Tenneco
Inc. ("Tenneco") under Section 462(b) of the Securities Act of 1933, as
amended (the "Act") which incorporates by reference Tenneco's Registration
Statement on Form S-3 (File No. 333-14009), for the purpose of registering
under the Act up to $55,000,000 of additional Junior Preferred Stock, without
par value (the "Additional Junior Preferred Stock"), to be offered in one or
more series on a delayed or continuous basis pursuant to Rule 415 under the
Act. Capitalized terms used herein and not otherwise defined have the meanings
given to them in the Registration Statement.
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Prospectus and such other documents and representations
of representatives of Tenneco as we have deemed necessary or appropriate. In
our examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents. We have also assumed the transactions related to the
Transaction will be consummated as described in the Prospectus.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended, proposed, temporary and final
Treasury Regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and other authorities as
we have considered relevant. We caution that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. A change in the
authorities upon which our opinion is based could affect the conclusions
stated herein.
Based on the foregoing, we are of the opinion that the statements and legal
conclusions contained in the Prospectus under the captions "Risk Factors--
Potential Federal Income Tax Liabilities" and "Certain Federal Income Tax
Consequences of the Transaction" to the extent that they constitute matters of
law or legal conclusions, are correct in all material respects. In addition,
we consent to the reference to Jenner & Block in the Prospectus under the
caption "Legal Matters" and to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange
Commission.
Except as expressly set forth in the Prospectus, we express no opinion to
any party as to the tax consequences, whether federal, state, local or
foreign, of the Transaction or of any transaction related to the Transaction.
This opinion is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any purpose without our express prior
written permission.
Very truly yours,
/s/ Jenner & Block
Jenner & Block
<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 8, 1996
(except with respect to the matter discussed in Note 3, as to which the date
is March 7, 1996), included in Tenneco Inc.'s Annual Report on Form 10-K, as
amended, for the year ended December 31, 1995, and August 19, 1996 for the
Businesses of Tenneco Energy, included in or made a part of this Registration
Statement, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 12, 1996
<PAGE>
EXHIBIT 23(D)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Tenneco Inc. and
to the incorporation by reference therein of our report dated August 18, 1995
with respect to the December 28, 1994 combined financial statements of Mobil
Plastics Division of Mobil Corporation included in the Current Report of
Tenneco Inc. on Form 8-K dated November 17, 1995 filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Buffalo, New York
November 12, 1996
