-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S5e1T79a0m39muZ47qjJyEGx+BCUh3z2pMvzAw20459XKZVRjpHNLwh/VEvuPHxa GU14uTXrUmxVM7d6gE6gpg== 0000899243-97-000279.txt : 19970225 0000899243-97-000279.hdr.sgml : 19970225 ACCESSION NUMBER: 0000899243-97-000279 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961211 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970224 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC /DE CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 97542188 BUSINESS ADDRESS: STREET 1: 1275 KING STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2038631000 MAIL ADDRESS: STREET 1: 1010 MILAM STREET STREET 2: ROOM T 2560B CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): DECEMBER 11, 1996 TENNECO INC. ________________________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-12387 76-0515284 ________________________________________________________________________________ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1275 KING STREET, GREENWICH, CONNECTICUT 06831 ________________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (203) 863-1000 ________________________________________________________________________________ (Registrant's telephone number, including area code) NEW TENNECO INC. ________________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) ________________________________________________________________________________ Tenneco Inc., formerly known as New Tenneco Inc. (the "Registrant"), submits the following information: ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 11, 1996, pursuant to a Distribution Agreement (the "Distribution Agreement"), dated as of November 1, 1996, among the Registrant, El Paso Tennessee Pipeline Co., formerly known as Tenneco Inc. ("Old Tenneco"), and Newport News Shipbuilding Inc., formerly known as Tenneco InterAmerica Inc. ("Newport News"): (i) Old Tenneco and its subsidiaries completed various intercompany transfers and distributions (the "Corporate Restructuring Transactions") designed to restructure, divide and separate their then existing businesses and assets so the assets, liabilities and operations of (A) the automotive parts, packaging and administrative services businesses (the "Industrial Business") are owned, directly and indirectly, by the Registrant, and (B) the shipbuilding businesses are owned, directly and indirectly, by Newport News; and (ii) Old Tenneco distributed (the "Distributions") pro rata to holders of Old Tenneco's common stock, par value $5.00 per share, all of the outstanding common stock, par value $.01 per share, of the Registrant and all of the outstanding common stock, par value $.01 per share, of Newport News. On December 12, 1996, pursuant to a Merger Agreement (the "Merger Agreement") dated as of June 19, 1996, as amended, Old Tenneco, which consisted of the remaining energy business and certain discontinued operations after the Distributions, was merged (the "Merger") with and into an indirect subsidiary of El Paso Natural Gas Company ("El Paso"). The Distributions and the other transactions contemplated by the Distribution Agreement, including the realignment of consolidated cash (the "Cash Realignment") and a realignment of consolidated debt (the "Debt Realignment"), are more fully described in the Registrant's Registration Statement on Form 10, as amended, as filed with Securities and Exchange Commission (the "Form 10 Registration Statement"). ITEM 5. OTHER EVENTS. The Registrant was incorporated in the State of Delaware in August 1996 for the purpose of owning and operating the Industrial Business after the consummation of the Distributions and the other transactions contemplated by the Distribution Agreement. The Registrant was originally incorporated under the name "New Tenneco Inc.," but changed its name to "Tenneco Inc." immediately after the consummation of the Distributions. Pursuant to the restructuring of Old Tenneco's indebtedness for money borrowed in connection with the transactions contemplated by the Distribution Agreement, on December 11, 1996, the Registrant issued debt securities in the aggregate principal amount of approximately $1.86 billion in exchange for certain debt securities (the "Old Tenneco Debt Securities") of Old Tenneco (the "Debt Exchange"). Upon consummation of the Debt Exchange, Old Tenneco purchased for cash and subsequently extinguished the Old Tenneco Debt Securities then held by the Registrant (which cash was then distributed by the Registrant to Old Tenneco). For additional information concerning the Distributions and the transactions contemplated thereby, see Item 2, above. The Debt Exchange is more fully described in the Registrant's Registration Statement on Form S-4, as amended, as filed with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements relating to the businesses acquired required by Item 7 of Form 8-K were previously reported in the Form 10 Registration Statement and the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996 (the "Form 10-Q") as filed with the Securities and Exchange Commission. -2- (b) PRO FORMA FINANCIAL INFORMATION. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF NEW TENNECO INC. The following Unaudited Pro Forma Combined Balance Sheet of New Tenneco Inc., referred to in this Item 7.(b). as "New Tenneco", as of September 30, 1996 and the Unaudited Pro Forma Combined Statements of Income for the nine months ended September 30, 1996 and the year ended December 31, 1995 have been prepared to reflect: (i) the pro forma income statement effects for the acquisition of The Pullman Company and its Clevite Products division ("Clevite") in July 1996 and the acquisition of Amoco Foam Products Company, a division of Amoco Chemical Company ("Amoco Foam Products"), in August 1996; (ii) the effect on New Tenneco of the Cash Realignment and Debt Realignment; (iii) the effect on New Tenneco of the Corporate Restructuring Transactions, and other transactions pursuant to the provisions of the Distribution Agreement and Merger Agreement; and (iv) the issuance of New Tenneco common stock as part of the Distributions. The "Combined Acquisitions" caption in the Unaudited Pro Forma Combined Statement of Income for the year ended December 31, 1995 also reflects the pro forma results of operations of the plastics division of Mobil Corporation ("Mobil Plastics") prior to its acquisition in November 1995. The pro forma income statement effects for the acquisitions of Clevite and Amoco Foam Products have been included in the accompanying Unaudited Pro Forma Combined Statements of Income for the respective periods under the caption "Combined Acquisitions." The Combined Acquisitions have been accounted for under the purchase method of accounting. As such, pro forma adjustments in the accompanying Unaudited Pro Forma Combined Statements of Income reflect additional depreciation and amortization resulting from New Tenneco's purchase cost. The historical Combined Financial Statements reflect the financial position and results of operations for the Industrial Business whose net assets were transferred to New Tenneco pursuant to the Corporate Restructuring Transactions, and other transactions pursuant to the provisions of the Distribution Agreement and Merger Agreement. The accounting for the transfer of assets and liabilities pursuant to the Corporate Restructuring Transactions represents a reorganization of companies under common control and, accordingly, all assets and liabilities are reflected at their historical cost in the Combined Financial Statements of New Tenneco. The Unaudited Pro Forma Combined Balance Sheet has been prepared as if such transactions occurred on September 30, 1996; the Unaudited Pro Forma Combined Statements of Income have been prepared as if such transactions occurred as of January 1, 1995. The Unaudited Pro Forma Combined Financial Statements set forth on the following pages are unaudited and not necessarily indicative of the results that would have actually occurred if the transactions had been consummated as of September 30, 1996, or January 1, 1995, or results which may be attained in the future. The pro forma adjustments, as described in the Notes to the Unaudited Pro Forma Combined Financial Statements, are based upon available information and upon certain assumptions that management believes are reasonable. The Unaudited Pro Forma Combined Financial Statements should be read in conjunction with the Combined Financial Statements of New Tenneco, and notes thereto, and the pre-acquisition Combined Financial Statements of Mobil Plastics, and notes thereto in the Form 10 Registration Statement and the Form 10-Q. The Clevite and Amoco Foam Products acquisitions do not meet the Commission's criteria for inclusion of separate historical financial statements. -3- NEW TENNECO INC. UNAUDITED PRO FORMA COMBINED BALANCE SHEET SEPTEMBER 30, 1996 (MILLIONS)
TRANSACTION NEW TENNECO PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ----------- ----------- --------- ASSETS Current assets: Cash and temporary cash investments....... $ 130 $ 2 (e) $ 78 (54)(f) Receivables............................... 797 (129)(a) 878 164 (b) (63)(c) 109 (d) Inventories............................... 882 882 Deferred income taxes..................... 23 (9)(c) 14 Other current assets...................... 181 21 (c) 202 ------ ------ ------ Total current assets..................... 2,013 41 2,054 ------ ------ ------ Goodwill and intangibles.................... 1,334 1,334 Other assets and deferred charges........... 893 6 (c) 899 Net property, plant and equipment........... 3,099 39 (c) 3,138 ------ ------ ------ Total assets............................. $7,339 $ 86 $7,425 ====== ====== ====== LIABILITIES AND EQUITY Current liabilities: Short-term debt........................... $ 916 $ (658)(g) $ 258 Payables.................................. 661 (50)(a) 616 2 (b) 3 (c) Other current liabilities................. 613 6 (c) 619 ------ ------ ------ Total current liabilities................ 2,190 (697) 1,493 ------ ------ ------ Long-term debt.............................. 1,531 527 (g) 2,058 Deferred income taxes....................... 450 14 (b) 464 Other liabilities and deferred credits...... 402 2 (e) 404 ------ ------ ------ 4,573 (154) 4,419 ------ ------ ------ Minority interest........................... 300 300 ------ ------ ------ Equity: Combined equity........................... 2,466 (79)(a) -- 148 (b) (15)(c) 109 (d) (54)(f) 131 (g) (2,706)(h) Common stock.............................. -- 2 (h) 2 Paid-in capital........................... -- 2,704 (h) 2,704 Retained earnings......................... -- -- (h) -- ------ ------ ------ Total liabilities and shareowners' equity................................. $7,339 $ 86 $7,425 ====== ====== ======
See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements. -4- NEW TENNECO INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (MILLIONS EXCEPT PER SHARE AMOUNTS)
COMBINED ACQUISITIONS ----------------------- POST- NEW ACQUISITIONS TRANSACTION TENNECO PRO FORMA PRO FORMA PRO FORMA HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS PRO FORMA ---------- ----------- ----------- ------------ ----------- ----------- Net Sales and Operating Revenues............... $ 4,886 $272 $ $5,158 $ $ 5,158 Other Income, Net....... 111 -- 111 111 Costs and Expenses...... 4,412 232 10 (i) 4,654 4,654 ------- ---- ------- ------ ------- ----------- Income Before Interest Expense, Income Taxes and Minority Interest...... 585 40 (10) 615 615 Interest Expense........ 145 12 8 (i) 165 (33)(j) 132 Income Tax Expense...... 171 8 (2)(i) 177 13 (j) 190 Minority Interest....... 15 -- 15 15 ------- ---- ------- ------ ------- ----------- Income From Continuing Operations............. $ 254 $ 20 $ (16) $ 258 $ 20 $ 278 ======= ==== ======= ====== ======= =========== Average number of common shares outstanding..... 170,418,046 =========== Income from continuing operations per share... $ 1.63 ===========
- -------- * Certain amounts have been reclassified to conform to New Tenneco's classification. See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements. -5- NEW TENNECO INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995 (MILLIONS EXCEPT PER SHARE AMOUNTS)
COMBINED ACQUISITIONS ----------------------- POST- NEW ACQUISITIONS TRANSACTION TENNECO PRO FORMA PRO FORMA PRO FORMA HISTORICAL HISTORICAL* ADJUSTMENTS COMBINED ADJUSTMENTS PRO FORMA ---------- ----------- ----------- ------------ ----------- ----------- Net Sales and Operating Revenues............... $5,221 $2,035 $ $7,256 $ $ 7,256 Other Income, Net....... 39 6 45 45 Costs and Expenses...... 4,588 1,888 17 (i) 6,493 6,493 ------ ------ ---- ------ -------- ----------- Income Before Interest Expense, Income Taxes and Minority Interest...... 672 153 (17) 808 808 Interest Expense........ 160 126 5 (i) 291 (115)(j) 176 Income Tax Expense...... 231 19 (9)(i) 241 46 (j) 287 Minority Interest....... 23 -- 23 23 ------ ------ ---- ------ -------- ----------- Income From Continuing Operations............. $ 258 $ 8 $(13) $ 253 $ 69 $ 322 ====== ====== ==== ====== ======== =========== Average number of common shares outstanding..... 173,995,941 =========== Income from continuing operations per share... $ 1.85 ===========
- -------- * Certain amounts have been reclassified to conform to New Tenneco's classification. See the accompanying Notes to Unaudited Pro Forma Combined Financial Statements. -6- NEW TENNECO INC. NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (a) To reflect the settlement or capitalization of intercompany accounts receivable and payable with Old Tenneco affiliates pursuant to the Corporate Restructuring Transactions. (b) To reflect the acquisition by New Tenneco of certain receivables from Tenneco Credit Corporation, an Old Tenneco affiliate, in connection with the Merger. (c) To reflect the allocation between New Tenneco, Newport News and Old Tenneco of certain corporate assets and liabilities in connection with the Corporate Restructuring Transactions, the Distributions and the Merger. (d) To reflect a $109 million receivable from Old Tenneco pursuant to the Distribution Agreement and Merger Agreement for certain tax benefits to be realized as a result of the Debt Realignment. (e) To reflect the transfer to New Tenneco of insurance liabilities and the related portfolio of short-term cash investments and other assets previously held by Eastern Insurance Company Limited, an Old Tenneco affiliate, in connection with the Corporate Restructuring Transactions and the Merger. (f) To reflect the cash contribution from New Tenneco to Old Tenneco pursuant to the Cash Realignment provisions of the Distribution Agreement and Merger Agreement. (g) To reflect adjustments to New Tenneco's indebtedness for the pre- Distributions restructuring and refinancing of debt pursuant to the Debt Realignment. If the Debt Realignment had been consummated on September 30, 1996, on a pro forma basis, New Tenneco would have had total long-term debt of $2,058 million, and short-term debt of $258 million, principally from commercial paper borrowings. The total pro forma long-term debt includes $1,998 million of New Tenneco public debt securities ($1,860 million aggregate principal amount) exchanged in the New Tenneco debt exchange offers, which was recorded based on fair value, and $60 million of other long-term debt borrowings. Tenneco incurred an extraordinary charge as a result of the Debt Realignment of approximately $235 million after- tax. Certain other costs were also incurred in connection with the Corporate Restructuring Transactions and the Distributions totalling approximately $105 million after tax. The effect on New Tenneco's debt of these costs has been reflected in this pro forma adjustment. However, such charges have not been reflected in the pro forma income statement. (h) To reflect the distribution of New Tenneco common stock to the holders of Old Tenneco common stock at an exchange ratio of one share of New Tenneco common stock for each share of Old Tenneco common stock. (i) To reflect additional depreciation and amortization related to the Combined Acquisitions resulting from New Tenneco's purchase accounting adjustments, interest expense at an assumed rate of 5.90% on the debt issued to complete the acquisitions, and the related tax effects at an assumed effective tax rate of 40%. The excess of New Tenneco's purchase cost over the fair value of assets acquired and liabilities assumed is amortized over 40 years for Clevite and 30 years for Amoco Foam Products. (j) To reflect the adjustment to interest expense, and related tax effects at an assumed effective tax rate of 40%, from the changes in the debt of New Tenneco pursuant to the Debt Realignment as discussed in (g) above. For purposes of this pro forma adjustment, the New Tenneco public debt securities are assumed to bear interest at a weighted average annual effective interest rate of 7.5%. In addition, the pro forma adjustment to interest expense includes commitment fees on the unused borrowing capacity of the New Tenneco credit facility and amortization of deferred debt financing costs incurred in connection with the debt exchange offers and the New Tenneco credit facility. A 1/8% change in the assumed interest rates would change annual pro forma interest expense by approximately $2.9 million, before the effect of income taxes. -7- (c) EXHIBITS. The following is filed herewith. The exhibit number corresponds with Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 2 Distribution Agreement (the "Distribution Agreement"), dated as of November 1, 1996, by and among the Registrant, Old Tenneco and Newport News (incorporated herein by reference to Exhibit 2 to the Registrant's Registration Statement on Form 10, dated November 6, 1996, File No. 1-12387). 2.1 Amendment No. 1 to Distribution Agreement dated as of December 11, 1996 by and among the Registrant, Old Tenneco and Newport News.* ------- * Filed herewith -8- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TENNECO INC. Dated: February 24, 1997 By: /s/ MARK A. McCOLLUM ____________________ Mark A. McCollum Vice President and Controller EX-2.1 2 EXHIBIT 2.1 EXHIBIT 2.1 AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 11th day of December, 1996 by and among TENNECO INC., a Delaware corporation ("Tenneco"), NEW TENNECO INC., a Delaware corporation ("Industrial Company"), and NEWPORT NEWS SHIPBUILDING INC. (formerly known as Tenneco InterAmerica Inc.), a Delaware corporation ("Shipbuilding Company"). R E C I T A L S A. Tenneco, Industrial Company and Shipbuilding Company previously entered into a Distribution Agreement, dated as of November 1, 1996 (the "Distribution Agreement"), pursuant to which, among other things, Tenneco will separate and divide its existing business so that (i) its automotive, packaging and business services businesses (the "Industrial Business") shall be owned directly and indirectly by Industrial Company and (ii) the shipbuilding business (the "Shipbuilding Business") shall be owned directly and indirectly Shipbuilding Company. B. Tenneco, Industrial Company and Shipbuilding Company desire to amend the Distribution Agreement as specifically permitted thereunder. NOW, THEREFORE, in consideration of the mutual promises and agreements of the parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: A G R E E M E N T S 1. Terms. Unless otherwise defined herein, terms used herein shall have the meaning ascribed thereto as set forth in the Distribution Agreement. 2. Amendments. Tenneco, Industrial Company and Shipbuilding Company have determined pursuant to Section 2.01 of the Distribution Agreement that: (a) it is necessary to amend, supplement, modify and, in certain respects, eliminate certain of the Corporate Restructuring Transactions to properly divide the existing businesses of Tenneco so that (i) the Industrial Business shall be owned directly and indirectly by Industrial Company and (ii) the Shipbuilding Business shall be owned directly and indirectly by the Shipbuilding Company, and (b) that such amendments, modifications, supplements and eliminations neither individually or in the aggregate, adversely affect the Energy Business nor materially delay or prevent the consummation of the Merger. Accordingly, pursuant to Section 2.01 and Section 8.08 of the Distribution Agreement, the Distribution Agreement is hereby amended as follows: a. Section 5.04(c) of the Distribution Agreement is hereby amended by deleting the term "Shipbuilding Subsidiary" in the first line and inserting the term "Shipbuilding Company" in lieu thereof. b. Exhibit B to the Distribution Agreement is hereby deleted in its entirety and the Exhibit B attached hereto is substituted in lieu thereof. c. Exhibit E to the Distribution Agreement is hereby deleted in its entirety and the Exhibit E attached hereto is substituted in lieu thereof. d. Exhibit G to the Distribution Agreement is hereby deleted in its entirety and the Exhibit G attached hereto is substituted in lieu thereof. e. Exhibit J to the Distribution Agreement is hereby deleted in its entirety and the Exhibit J attached hereto is substituted in lieu thereof. 3. Distribution Agreement in Full Force. Except as herein amended or modified, the Distribution Agreement shall remain unchanged and in full force and effect and is hereby ratified, approved and confirmed in all respects. 4. References. After the date hereof, all references in the Distribution Agreement to "Agreement," "hereof" or similar terms shall refer to the Distribution Agreement as hereby amended. 5. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Tenneco, Industrial Company and Shipbuilding Company and their respective successors and assigns. 6. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws, and not the laws of conflict, of the State of Delaware. -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. TENNECO INC. By: /s/ Karl A. Stewart ------------------------- Name: Karl A. Stewart ------------------ Title: Vice President ------------------ NEW TENNECO INC. By: /s/ Robert G. Simpson ------------------------- Name: Robert G. Simpson ------------------ Title: Vice President ------------------ NEWPORT NEWS SHIPBUILDING INC. By: /s/ Stephen B. Clarkson -------------------------- Name: Stephen B. Clarkson ------------------- Title: Vice President ------------------- Exhibit B to the Distribution Agreement PROJECT LIZA TRANSACTION STEPS Set forth below are the transactions that, as applicable, the members of each of the Energy Group, Industrial Group, and Shipbuilding Group will consummate in connection with the Distributions and Merger. Capitalized terms used but not otherwise defined herein have the meaning ascribed to them under the Distribution Agreement. A. REALIGNMENT OF INTERCOMPANY ACCOUNTS Except as otherwise provided in Section B below, the following transactions will be effected as of October 31, 1996 to realign the intercompany accounts of the Groups. As a result of these transactions, Tenneco will have one net intercompany account receivable or payable with New Tenneco Inc. ("Industrial Company") and one net intercompany account receivable or payable with Newport News Shipbuilding Inc. ("Shipbuilding Company"), and all other intercompany accounts payable or receivable of members of each Group (other than trade accounts) will be exclusively between members of that Group. Following completion of these transactions, there will be no further transfers of funds between members of the different Groups other than pursuant to transactions occurring in the ordinary course of business (trade accounts), transfers from or to Tenneco and either Industrial Company or Shipbuilding Company, and transfers required or otherwise permitted pursuant to these Corporate Restructuring Transactions. 1. Realignment of Industrial Group Intercompany Accounts. Each member of the Industrial Group having a net intercompany receivable from a member of the Energy Group or the Shipbuilding Group (excluding trade accounts receivable) will transfer such net intercompany receivable to Industrial Company in exchange for an intercompany advance receivable from Industrial Company in an amount equal to the amount of the net intercompany receivable transferred. Industrial Company will assume the net intercompany payable of each member of the Industrial Group having a net intercompany payable to a member of the Energy Group or the Shipbuilding Group (excluding trade accounts payable) in exchange for the issuance by each such Industrial Group member of an intercompany advance payable to Industrial Company in an amount equal to the amount of the net intercompany payable assumed. Industrial Company will consent to the assumption of other net intercompany payables by Shipbuilding Company or Tenneco as provided in this Section A. 2. Realignment of Shipbuilding Group Intercompany Accounts. Shipbuilding Company will cause each member of the Shipbuilding Group having a net intercompany receivable from a member of the Industrial Group or the Energy Group to transfer such net intercompany receivable to Shipbuilding Company in exchange for an intercompany advance receivable from Shipbuilding Company in an amount equal to the amount of the net intercompany receivable transferred. Shipbuilding Company will assume the net intercompany payable of each member of the Shipbuilding Group having a net intercompany payable to a member of the Industrial Group or the Energy Group (excluding trade accounts payable) in exchange for the issuance by each such Shipbuilding Group member of an intercompany advance payable to Shipbuilding Company in an amount equal to the amount of the net intercompany payable assumed. Shipbuilding Company will Project Liza Transaction Steps Page 2 consent to the assumption of other net intercompany payables by Industrial Company or Tenneco as provided in this section A. 3. Realignment of Energy Group Intercompany Accounts. Tenneco will cause each member of the Energy Group having a net intercompany receivable from a member of the Industrial Group or the Shipbuilding Group to transfer such net intercompany receivable to Tenneco in exchange for an intercompany advance receivable from Tenneco in an amount equal to the amount of the net intercompany receivable transferred. Tenneco will assume the net intercompany payable of each member of the Energy Group having a net intercompany payable to a member of the Industrial Group or the Shipbuilding Group (excluding trade accounts payable) in exchange for the issuance by each such Energy Group member of an intercompany advance payable to Tenneco in an amount equal to the amount of the net intercompany payable assumed. Tenneco will consent to the assumption of other net intercompany payables by Industrial Company or Shipbuilding Company as provided in this section A. 4. Realignment of Intercompany Accounts Between Industrial Company and Shipbuilding Company. If after the completion of steps A(1) through A(3), Industrial Company has a net intercompany receivable from Shipbuilding Company (excluding trade accounts), Tenneco will assume Shipbuilding Company's net payable to Industrial Company in exchange for the issuance by Shipbuilding Company of an intercompany advance payable to Tenneco in an amount equal to the amount of the net intercompany payable assumed. If after the completion of steps A(1) through A(3), Shipbuilding Company has a net intercompany receivable from Industrial Company, Tenneco will assume Industrial Company's net payable to Shipbuilding Company in exchange for the issuance by Industrial Company of an intercompany advance payable to Tenneco having a face amount equal to the face amount of the net intercompany payable assumed. B. Preliminary Debt Realignment Transactions 1. Capitalization or Liquidation of Subsidiaries. The following transactions will be effected to increase the capitalization of various subsidiaries and to liquidate other subsidiaries. Except as otherwise noted, the transfers are effective as of 10/31/96. Transfers of funds will be accomplished by daylight overdrafts. a. Newport News Shipbuilding and Dry Dock Company ("Newport News") will transfer to Newport News Industrial Corporation ("NNIC") as a contribution to capital $1,700,000. NNIC will transfer the funds to Newport News as an intercompany advance. b. NNIC will transfer to Newport News Industrial Corporation of Ohio ("NNICO") as a contribution to capital $200,000. NNICO will transfer the funds to NNIC as an intercompany advance. c. TGP will transfer to TII as a contribution to capital the intercompany account payable owed by Tenneco Automotive Trading Company ("TATC") to TGP as of August 31, 1996 ($___________). Project Liza Transaction Steps Page 3 d. TII will transfer to TATC as a contribution to capital the intercompany account payable received by TII in step B(1)(c). e. TGP will transfer to Tenneco Brake Inc. as a contribution to capital $15,000,000. Tenneco Brake Inc. will transfer the funds to TGP as an intercompany advance. The intercompany advance will be settled as provided in Section A above. f. TGP will transfer to Walker Electronic Silencing Inc. as a contribution to capital $10,000,000. Walker Electronic Silencing Inc. will transfer the funds to TGP as a intercompany advance. The intercompany advance will be settled as provided in Section A above. g. TGP will transfer to TII as a contribution to capital the intercompany account payable owed by Walker Europe Inc. to TGP as of October 31, 1996 ($_____________). TII will transfer to Walker Europe Inc. as a contribution to capital (1) the intercompany account payable received pursuant to the previous sentence, and (2) $10,000,000. Walker Europe Inc. will transfer $10,000,000 to TII as an intercompany advance. The intercompany advance will be settled as provided in Section A above. h. Effective as of October 30, 1996, Tenneco will transfer to Tenneco Liquidation Company (f/k/a Tenneco Business Services Inc.) ("TBS") as a contribution to capital $60,000,000. TBS will transfer the funds to Tenneco as an intercompany advance. The intercompany advance will be settled as provided in Section A above. Effective as of October 31, 1996, Tenneco will transfer to TBS as a contribution to capital the intercompany account payable owed by TBS to Tenneco as of August 31, 1996 ($___________). i. Tenneco Corporation will transfer to Tenneco Independent Power I Company as a contribution to capital $5,000,000. Tenneco Independent Power I Company will transfer the funds to Tenneco Corporation as an intercompany advance. j. Tenneco Corporation will transfer to Tenneco Independent Power II Company as a contribution to capital $1,000,000. Tenneco Independent Power II Company will transfer the funds to Tenneco Corporation as an intercompany advance. k. Tenneco Corporation will transfer to Tenneco Minerals Company - Nevada as a contribution to capital $5,000,000. Tenneco Minerals Company - Nevada will transfer the funds to Tenneco Corporation as an intercompany advance. l. Tenneco Corporation will transfer to Tenneco Oil Company as a contribution to capital $700,000,000. Tenneco Oil Company will transfer the funds to Tenneco Corporation as a intercompany advance. m. Tenneco Corporation will transfer to Tenneco Power Generation Company as a contribution to capital $5,000,000. Tenneco Power Generation Company will transfer the funds to Tenneco Corporation as an intercompany advance. Project Liza Transaction Steps Page 4 n. Tenneco Power Generation Company will transfer to Tenneco Ethanol Company as a contribution to capital $10,000,000. Tenneco Ethanol Company will transfer the funds to Tenneco Power Generation Company as an intercompany advance. o. The following subsidiaries will merge into their respective parent corporations as indicated below: Subsidiary Parent - ------------------------------------- ----------------------------------- Holmes Machinery Company The Pullman Company Pullman RSC Company The Pullman Company Pullman Aircraft Products Inc. Pullman Aerospace, Inc. Pullman Aerospace Inc. The Pullman Company Peabody Instruments, Inc. Peabody International Corporation Peabody Noise Control Inc. Peabody International Corporation Holmes Blowers Inc. Peabody International Corporation Peabody Solid Wastes Management Inc.- Peabody International Corporation DeWald Peabody ABC Corp. Peabody International Corporation Peabody Pumps, Inc. Peabody International Corporation Galco Inc. Peabody International Corporation 2. Refinancing of TIHC Liquidity Facility and TIHC Loans to Tenneco. Effective as of November 1, 1996, Tenneco International Holding Corp. (Delaware) ("TIHC") will restructure its credit facility with Tenneco Credit corporation ("TCC") and its loans to Tenneco as follows: a. Tenneco will transfer to Industrial Company as an intercompany advance an amount of funds equal to $25,000,000. b. Industrial Company will transfer the funds received in step B(2)(a) to Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company; see step C(13)) ("TAI") as an intercompany advance. c. TAI will enter into a credit facility with TIHC on terms identical to the terms of the credit facility currently existing between TIHC and TCC. TAI will transfer the funds received in step B(2)(b) to TIHC as an advance of funds under the terms of the TAI/TIHC credit facility. d. Tenneco will transfer to TIHC an amount of funds equal to the accrued balance through October 31, 1996 on TIHC's net intercompany loan to Tenneco, and the loan shall be canceled. e. From the funds received in steps B(2)(c) and B(2)(d), TIHC will transfer to TCC an amount of funds equal to the accrued balance through October 31, 1996 under TIHC's credit facility with TCC, and the credit facility will be terminated. f. TCC will transfer the funds received in step B(2)(e) to Tenneco as an intercomapny loan. Project Liza Transaction Steps Page 5 g. TIHC will transfer any funds remaining after the transfer described in step B(2)(e) to Industrial Company as an intercompany loan (on terms substantively identical to the terms of the prior loan to Tenneco). h. Industrial Company will transfer the funds received in step B(2)(g) to Tenneco as an intercompany advance. There will be no actual transfers of funds in step B(2); the intercompany transfers will be accomplished though journal entries. 3. Purchase of Diamond Notes. Sara Lee Corporation currently holds a note issued by Tenneco Packaging Inc. to Diamond International Inc. (the "TPI Diamond Note") and two notes issued by Tenneco International Inc. ("TII") to Diamond International Inc. (the "TII Diamond Note"). Tenneco Corporation's distribution of the stock of Shipbuilding Company and Industrial Company in step C(16) may violate certain provisions of a guarantee agreement executed by Tenneco Corporation in connection with the issuance of the Diamond Note. To eliminate the possibility of a violation of the agreement, the Diamond Notes will be purchased from Sara Lee on November 15, 1996 as follows: a. Tenneco will transfer to Industrial Company as an intercompany advance an amount of funds equal to the purchase price of the TPI Diamond Note ($1,365,000). b. Industrial Company will transfer the funds received in Step B(3)(a) to Tenneco Packaging Inc. as an intercompany advance. c. Tenneco will transfer to TII as an intercompany advance an amount of funds equal to the fair market value of the TII Diamond Notes ($3,769,000 plus $673,000). d. Tenneco Packaging Inc. and TII will transfer the funds received in steps B(3)(b) and B(3)(c) to Sara Lee Corporation in exchange for the TPI Diamond Note and the TII Diamond Note, respectively. Step B(3) will be accomplished by a direct transfer of funds ($5,807,000) from Tenneco to Sara Lee Corporation. The intercompany transfers will be accomplished through Journal entries. 4. TCC Sale of Case Receivables. Effective as of December 5, 1996, TCC will sell all of its interest in the receivables relating to the business of Case Corporation (the "Case Receivables") to a newly formed wholly owned Industrial Company subsidiary ("Tenneco Retail Receivables Company") as follows: a. Tenneco will transfer to Industrial Company as an intercompany advance an amount of funds equal to the fair market value of the Case Receivables (approximately $160,000,000). Project Liza Transaction Steps Page 6 b. Industrial Company will transfer the funds received in step B(4)(a) to Tenneco Retail Receivables Company as an intercompany advance. c. Tenneco Retail Receivables Company will transfer the funds received in step B(4)(b) to TCC in exchange for the Case Receivables. d. TCC will transfer the funds received in step B(4)(c) to Tenneco as an intercompany loan. e. Tenneco Retail Receivables Company will sell all or a portion of the Case Receivables to a third party for cash. f. Tenneco Retail Receivables Company will transfer the funds received in step B(4)(e) to Industrial Company as a repayment of the intercompany advance received from Industrial Company in step B(4)(b). g. Industrial Company will transfer the funds received in step B(4)(e) to Tenneco as a repayment of the intercompany advance received from Tenneco in step B(4)(a). Tenneco will use the funds to repay short-term borrowings under its credit facility or for other corporate purposes. The funds to be received in step B(4)(e) will be transferred directly from the third party's bank to Tenneco's credit facility administrative agent for credit to Tenneco's account. No other funds transfers will be required in step B(4). 5. TCC Transfer of Interest in Industrial Group Receivables. Effective as of December 9, 1996, TCC will transfer all of its interest and obligations associated with the receivables relating to the Industrial Business (the "Industrial Receivables"), including TCC's rights and obligations under agreements with ASCC to the extent related to the Industrial Receivables, to a newly formed wholly owned Industrial Company subsidiary ("TMC Texas Inc.") as follows: a. Tenneco will transfer to Industrial Company as an intercompany advance an amount of funds equal to the fair market value of the Industrial Receivables ($_________________). b. Industrial Company will transfer the funds received in step B(5)(a) to TMC Texas Inc. as an intercompany advance. c. TMC Texas Inc. will transfer the funds received in step B(5)(b) to TCC in exchange for the Industrial Receivables. d. TCC will transfer the funds received in step B(5)(c) to Tenneco as an intercompany loan. 6. Sale of Hvide Van Ommeren Interest. Intentionally omitted. Project Liza Transaction Steps Page 7 7. Termination of Eastern Insurance Company Non-Energy Business a. On June 21, 1996, Eastern Insurance Company Limited ("Eastern") paid a dividend of $20,118,711 out of its earned surplus to TGP. TGP transferred the funds to Tenneco as an intercompany advance. b. On September 23, 1996, Eastern transferred funds to Tenneco Management Company in the amount of $34,200,289 representing the amount described in Section 4.3(c)(i) of the Insurance Agreement attached as Exhibit H to the Distribution Agreement (i.e., "all amounts which appear as reserves on the books and records of the Eastern Insurance Provider as of the Termination Time in respect of claims relating to any Industrial Covered Person which have been reported prior to the Termination Time"). c. Effective as of [October 31, 1996], Eastern will transfer funds to Industrial Company in the amount of $2,181,014 representing the amount described in Section 4.3(c)(iii) of the Insurance Agreement attached as Exhibit H to the Distribution Agreement (i.e., "50% of 'incurred but not reported' reserve appearing on the books and records of the Eastern Insurance Provider as of the Termination Time under the excess liability programs of the Eastern Policies with respect to Industrial and Energy"). 8. Consents of Lessors and Creditors. As soon as practical, the following consents will be obtained to permit the transactions contemplated by the Corporate Restructuring Transactions: a. Counce. The lenders under loan agreements with Counce Finance Corporation (the "Counce Noteholders") must consent to the distribution by Tenneco Corporation of substantially all of its assets as contemplated by paragraph 16 of the Corporate Restructuring Transactions and to the transfer of the Counce Limited Partnership partnership interests as contemplated by steps C(6), C(9), and C(15A). b. GECC Leases. The lenders, equity holder, and trustee under the Tenneco Packaging Inc. mill leases must consent to Tenneco Packaging Inc. ceasing to be an affiliate of Tenneco as contemplated by step D(1). c. Tenneco International Holding Corp. MW Investors L.L.C., as holder of the Variable Rate Voting Participating Preferred Stock of Tenneco International Holding Corp., must consent to Tenneco International Holding Corp. ceasing to be an affiliate of Tenneco as contemplated by step D(1). 9. Execution of Underwriting Agreement. On November 12, 1996, Tenneco will enter into a firm commitment underwriting agreement with a group of underwriters relating to the issuance by Tenneco to the underwriter of shares of voting junior preferred stock of Industrial Company ("New Preferred Stock") for $300,000,000 cash less underwriting discount. 10. NPS Issuance. On November 18, 1996, Tenneco will issue the New Preferred Stock to the underwriters in exchange for cash of $300,000,000 less underwriting discount. Tenneco will use the funds to pay down existing credit facilities. Project Liza Transaction Steps Page 8 11. Defeasance of a Portion of Tenneco's Consolidated Debt. On December 6, 1996, Tenneco will defease a portion of the debt of TGP and TCC as follows: a. Tenneco will borrow $283,369,921.01 under Tenneco's existing credit facilities to effect a defeasance of the following debt obligations: ---------------------------------------------------------------------- Interest Issuer Face Amount Coupon Maturity at Maturity ---------------------------------------------------------------------- TGP $250,000,000 9.00% 01/15/97 $11,250,000 TCC $ 7,500,000 8.50% 01/30/97 $ 318,750 TCC $ 500,000 8.50% 03/17/97 $ 21,250 TCC $ 3,000,000 8.50% 03/24/97 $ 127,500 TCC $ 5,000,000 8.52% 03/28/97 $ 213,000 TCC $ 6,600,000 8.57% 03/18/97 $ 282,810 ------------ ----------- Total $272,600,000 $12,213,310 ============= =========== b. Tenneco will transfer $23,237,635.59 to TCC from the funds described in step B(11)(a) to defease the TCC debt identified in step B(11)(a). The transfer will be treated as a payment by Tenneco against its intercompany loan payable to TCC. c. Tenneco will transfer $260,132,285.42 to TGP as an intercompany advance from the funds described in step B(11)(a) to defease the TGP debt identified in step B(11)(a). d. TCC will transfer the funds received in step B(11)(b) to JP Morgan, which will use such funds to purchase U.S. Treasury securities and will transfer such securities to the indenture trustee in accordance with the terms of the indenture relating to TCC's debt obligations identified in step B(11)(a) to effect a legal defeasance of such obligations under the terms of the indenture. e. TGP will transfer the funds received in step B(11)(c) to JP Morgan, which will use such funds to purchase U.S. Treasury securities and will transfer such securities to the indenture trustee in accordance with the terms of the indenture relating to TGP's debt obligations identified in step B(11)(a) to effect a legal defeasance of such obligations under the terms of the indenture. f. The indenture trustee will transfer to Industrial Company any proceeds from the defeasance portfolio (including investment of such proceeds) in excess of the amounts necessary to pay the defeased debt at maturity. 12. Consent of $4.50 Preferred. Approval of the Transaction requires the affirmative vote of holders of a majority of the outstanding shares of Tenneco's $4.50 Preferred Stock and $7.40 Preferred Stock voting as a class. To ensure that the holders of Tenneco's $4.50 Preferred Stock vote in favor of the transaction, Tenneco will obtain an irrevocable proxy from the holders in exchange for amending the Merger Agreement to fix the formula for determining the number of shares of Acquiror Parent voting common stock to be paid to the holders in the Merger. 13. Declaration of Accrued Dividends. Dividends on $4.50 Preferred Stock otherwise due on March 12, 1997 will be declared on December 4, 1996, payable to holders of record on December Project Liza Transaction Steps Page 9 9, 1996, and payable on December 12, 1996. Dividends on $7.40 Preferred Stock otherwise due on December 31, 1996 will declared on October 8, 1996, payable to holders of record on November 22, 1996, and payable on December 31, 1996. C. IMPLEMENTATION OF CORPORATE RESTRUCTURING TRANSACTIONS The following transactions will be effected following the receipt of the IRS Ruling Letter and on or before the Distribution Date (December 11, 1996) pursuant to the requirement in Section 2.01 of the Distribution Agreement that the parties and their affiliates "take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions." Transactions occurring on the same day shall be deemed to have occurred in the order listed herein regardless of the order in which the documentation is executed, filed, or accepted, and regardless of the order in which the funds or other assets are transferred. 1. Effective as of October 31, 1996, TGP will transfer all of the assets and associated liabilities of and relating to the Walker muffler shop distribution center operation located in Carson, California (the "MSDC BUSINESS") to Tenneco Corporation as a contribution to capital. 2. Effective as of October 31, 1996, Tenneco Corporation will transfer the MSDC Business to Industrial Company as a contribution to capital. Any title transfer documents required for steps C(1) and C(2) should reflect the transfer of the assets directly from TGP to Industrial Company. 3. The following transactions will be effected implement the requirement that Tenneco Corporation satisfy the active business requirements of I.R.C.(S) 355(b): a. Effective as of October 31, 1996, TGP will transfer all of the stock of Midwestern Gas Transmission Company (Delaware) ("MIDWESTERN") to Tenneco Corporation as a contribution to capital. b. Effective as of October 31, 1996, Tenneco Energy Resources Corporation (Delaware)("TERC") will merge into Channel Industries Gas Company (Delaware)("CIGC"), a wholly owned subsidiary of TERC, with CIGC as the surviving corporation. In the merger, all of the shares of TERC stock held by Tenneco Corporation will be canceled, and Tenneco Corporation will become the owner of all of the shares of CIGC stock formerly held by TERC. As a result of the merger, CIGC will become a wholly owned direct subsidiary of Tenneco Corporation, and all of TERC's assets other than the stock of CIGC will become assets of CIGC. c. Effective as of October 31, 1996, Tenneco Corporation will transfer to New Midwestern Inc., a newly formed wholly owned subsidiary of Tenneco Corporation, as a contribution to capital all of Tenneco Corporation's Energy Business assets other than stock of subsidiaries, and all of its liabilities other than liabilities for accrued taxes. d. Effective as of October 31, 1996, Tenneco Corporation will transfer to Midwestern as a contribution to capital all of the stock of the following companies: Entrade Engine Company (Kentucky) Project Liza Transaction Steps Page 10 H.T. Gathering Company (Texas) (50%)/1/ Petro-Tex Chemical Corporation (Delaware) (in dissolution) SWL Security Corp. (Texas) TGP Corporation (Delaware) Tenneco Minerals Company - California (Delaware) Tenneco Minerals Company - Nevada (Delaware) Tenneco OCS Company, Inc. (Delaware) Tenneco Oil Company (Delaware) Tenneco Polymers, Inc. (Delaware) Tennessee Overthrust Gas Company (Delaware) New Midwestern Inc. e. Effective as of October 31, 1996, Tenneco Corporation will transfer to CIGC as a contribution to capital all of the stock owned by Tenneco Corporation in the following companies: Deepsea Ventures, Inc. (Delaware) Tenneco Independent Power I Company (Delaware) Tenneco Independent Power II Company (Delaware) Tenneco Insurance Ventures (Delaware) Tenneco Power Generation Company (Delaware) Following step C(3), Tenneco Corporation will have no assets other than the stock of the following companies: Autopartes Walker, S.A. de C.V. (Mexico) (0.02%) Channel Industries Gas Company (Delaware) Midwestern Gas Transmission Company (Delaware) Newport News Shipbuilding Inc. (Delaware) New Tenneco Inc. (Delaware) Tenneco Deutschland Holdinggesellschaft mbH (Germany) (99.97%) Walker Deutschland GmbH (Germany) (1%) Tenneco International Holding Corp. (7.82% interest in Common Stock) 4. Effective as of October 31, 1996, Tenneco will transfer to TGP as a contribution to capital all of its assets other than cash, the interest rate swap contracts entered into in August 1996 relating to the Consolidated Debt, the note receivable from I.C.H. Corporation, the stock to be transferred in step C(12), and the stock of TGP, and all of its liabilities other than the Consolidated Debt issued by Tenneco, accrued taxes, unpaid dividends, and the intercompany payables due to Industrial Company and Shipbuilding Company. The assets to be transferred to TGP include stock of the following companies: - ----------- /1/ Tenneco Corporation owns 50% of the issued and outstanding Class A Voting Stock and 20% of the Class B Nonvoting Stock, 29% of the total equity; and Houston Pipe Line Company, an unaffiliated company, owns 50% of the issued and outstanding Class A Voting Stock and 80% of the Class B Nonvoting Stock, 71% of the total equity. Project Liza Transaction Steps Page 11 Greater Houston Small Business Equity Fund, Inc. (Texas) Kern County Land Company (Delaware) MESBIC Financial Corporation of Houston (Texas) Tenneco Credit Corporation (Delaware) Tenneco MLP Inc. (Delaware) 5. Effective as of October 31, 1996, Newport News Industrial Corporation (Virginia) will transfer all of its assets and trade accounts payable to Shipbuilding Company in exchange for a Shipbuilding Company $4,000,000 promissory note. 6. Subject to receipt of the consent of the Counce Noteholders referred to in step B(8)(a), effective as of November 30, 1996 TCC will transfer all of its interest as a limited partner in Counce Limited Partnership, a Texas Limited Partnership ("Counce"), to Tenneco Corporation in exchange for Voting Preferred Stock of Tenneco Corporation having a fair market value equal to the aggregate appraised value of the partnership interest transferred by TCC. 7. Effective as of November 30, 1996, Tenneco Equipment Corporation ("TEC") will transfer (a) all of TEC's interest in the shares of the Common Stock of TIHC, and (b) all of TEC's interest in the shares of $8.00 Junior Preferred Stock of TIHC to Tenneco Corporation in exchange for Voting Preferred Stock of Tenneco Corporation having a fair market value equal to the aggregate appraised value of the stock transferred by TEC. 8. Effective as of November 30, 1996, TII will transfer all of its ownership interest (100% unless otherwise indicated) in the following companies to Tenneco Corporation in exchange for (a) a $50,000 promissory note issued by Tenneco Corporation and (b) Voting Preferred Stock of Tenneco Corporation. The consideration issued by Tenneco Corporation will have an aggregate fair market value equal to the aggregate appraised value of the stock transferred by TII. Autopartes Walker, S.A. de C.V. (Mexico) (0.02%) Omni-Pac GmbH (Germany) (1%) Omni-Pac S.A.R.L. (France) (97%) Tenneco Automotive Trading Company Tenneco International Holding Corp. (71.84% interest in Common Stock and 50% interest in $8.00 Junior Preferred Stock) Tenneco United Kingdom Holdings Limited Walker Europe, Inc. Walker Norge A/S (Norway) 9. Subject to receipt of the consent of the Counce Noteholders referred to in step B(8)(a), effective as of November 30, 1996 Shipbuilding Company will transfer its interest as general partner in Counce Limited Partnership to PCA Leasing Company as a contribution to capital. 10A. On or shortly before the Distribution Date, Shipbuilding Company will issue $400,000,000 principal amount of high-yield notes, the proceeds of which (after payment of issuance expenses) will be placed in an escrow account until the Distribution Date, at which time the funds Project Liza Transaction Steps Page 12 will be transferred to Shipbuilding Company account number 910-2-780 609 at The Chase Manhattan Bank. 10B. On the Distribution Date, Shipbuilding Company will borrow $215,000,000 under its credit facility. The funds will be deposited in Shipbuilding Company account number 910-2-780 609 at The Chase Manhattan Bank. From the proceeds of the credit facility borrowing and the proceeds of the high- yield notes released from the escrow described in step C(10A), Shipbuilding Company will transfer $600,000,000 to NNS Delaware Management Company as a contribution to capital. NNS Delaware Management Company will loan the funds to Newport News Shipbuilding and Dry Dock Company. Newport News Shipbuilding and Dry Dock Company will transfer the proceeds of the loan, plus Shipbuilding Company's net intercompany receivable from Tenneco, to Tenneco Corporation as a dividend. Tenneco Corporation will loan the funds received from Shipbuilding Company to Tenneco. Tenneco will use all of the funds to retire existing TGP debt as contemplated by the tender offers described in step C(16B), and to retire existing Tenneco and TCC debt as contemplated by step C(20). To document that the funds received by Tenneco were used to retire debt, the funds will be transferred directly from Shipbuilding Company account number 910-2-780 609 at The Chase Manhattan Bank to the account to be used by The Chase Manhattan Bank as Depositary for the offers to purchase debt of TGP, TCC, and Tenneco as contemplated by steps C(16B) and C(20) (account number 910-2-758 084). 11. On the Distribution Date following consummation of step C(10B), Shipbuilding Company will transfer all of its stock in Tenneco Packaging Inc. to Tenneco Corporation as a distribution with respect to stock (i.e., return on contributed surplus), and will transfer all of its stock of PCA Leasing Company as a dividend. 12. Effective as of October 31, 1996, Tenneco will transfer all of its ownership interest (100% unless otherwise indicated) in the following companies to TGP as a contribution to capital and in exchange and consideration for additional shares of stock of TGP. Autopartes Walker, S.A. de C.V. (Mexico) (0.02%) Tenneco Windsor Box & Display Inc. (f/k/a/ DeLine Box & Display, Inc.) Tenneco Asia Inc. Tenneco Brazil Ltda. (Brazil) Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business Services Inc.) Tenneco Foam Products Company (f/k/a Amoco Foam Products Company) Tenneco Management Company (f/k/a 1275, Inc.) Tenneco Moorhead Acquisition Inc. Tenneco Packaging Hungary Holdings Inc. Tenneco Romania Holdings Inc. 13. Effective as of October 31, 1996, Monroe Auto Equipment Company will change its name to Tenneco Automotive Inc., and will create three divisions: Monroe Auto Equipment Company division Walker Manufacturing Company division Tenneco Automotive Headquarters division Project Liza Transaction Steps Page 13 Effective as of October 31, 1996 following the name change referred to in the previous sentence. TGP will transfer all of the assets and related liabilities of the Walker Manufacturing Company division of TGP (other than the MSDC Business transferred in step C(1) and (2)) to the Walker Manufacturing Company Division of Tenneco Automotive Inc., and will transfer all of the assets and liabilities of the Tenneco Automotive Headquarters Division to the Tenneco Automotive Headquarters division of Tenneco Automotive Inc., in each case as a contribution to capital. For purposes of this transfer, TGP's Asheville, N.C. plant shall not be treated as part of the Walker Manufacturing Company division's assets nor as part of the Tenneco Automotive Headquarters Division's Assets. See Step 21 for the transfer of the Asheville, N.C. property. 14. Effective as of October 31, 1996 following consummation of step C(12) TGP will transfer all of its ownership interest (100% unless otherwise indicated) in the following assets to Tenneco Corporation as a contribution to capital and in exchange and consideration for additional shares of common stock of Tenneco Corporation. Autopartes Walker, S.A. de C.V. (Mexico) (99.94)/2/ Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) Monroe-Mexico S.A. de C.V. (Mexico) (0.01%) Proveedora Walker S.A. de C.V. (Mexico) (99.99%)/3/ Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica) (1%) Tenneco Brake, Inc. Walker Electronic Silencing, Inc. Walker Manufacturing Company Stock Received in Step (12) above --------------------------------- Tenneco Windsor Box & Display Inc. (f/k/a DeLine Box & Display, Inc.) Tenneco Asia Inc. Tenneco Brazil Ltda (Brazil) Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business Services Inc.) Tenneco Foam Products Company (f/k/a Amoco Foam Products Company) Tenneco Management Company (f/k/a/ 1275, Inc.) Tenneco Moorhead Acquisition Inc. Tenneco Packaging Hungary Holdings Inc. Tenneco Romania Holdings Inc. - ---------------------- /2/ Includes 0.02% interest acquired from Tenneco in step 12 above. /3/ TGP owns 49,999 shares, and Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) owns 1 share. Project Liza Transaction Steps Page 14 15A. Effective as of October 31, 1996 following the consummation of step C(14), Tenneco Corporation will transfer all of its ownership interest (100% unless otherwise indicated) in the following entities to Industrial Company as a contribution to capital and in exchange and consideration for additional shares of stock of Industrial Company. Stock Owned at October 30, 1996 ------------------------------- Tenneco Deutschland Holdinggesellschaft mbH (Germany) Tenneco Inc. (Nevada) Walker Deutschland GmbH (Germany) (1%) Stock and Assets Received in Step (14) -------------------------------------- Autopartes Walker, S.A. de C.V. (Mexico) (99.96%)/4/ Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) Monroe-Mexico S.A. de C.V. (Mexico) (0.01%) Proveedora Walker S.A. de C.V. (Mexico) (99.99%) Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica) (1%) Tenneco Brake, Inc. Walker Electronic Silencing, Inc. Walker Manufacturing Company Tenneco Windsor Box & Display Inc. (f/k/a DeLine Box & Display, Inc.) Tenneco Asia Inc. Tenneco Brazil Ltda. (Brazil) Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business Services Inc.) Tenneco Foam Products Company (f/k/a Amoco Foam Products Company) Tenneco Management Company (f/k/a 1275, Inc.) Tenneco Moorhead Acquisition Inc. Tenneco Packaging Hungary Holdings Inc. Tenneco Romania Holdings Inc. 15B. Effective as of December 5, 1996 or December 6, 1996, TGP will transfer to Tenneco Management Company as a contribution to capital the following assets: a. All trademarks, trade names, service marks, company or operating unit names containing the word "Tenneco" or any variation of the name "Tenneco", such as those names with a "Tenn" or "Ten" syllable and respective applications or registrations therefor wherever used or registered, except that Tenneco and the other members of the Energy Group shall retain the right to use the name "Tennessee" in their respective corporate names or otherwise in respect of the Energy Business. - ------------------------- /4/ Includes: 0.02% interest owned by Tenneco Corporation at 12/31/95; and 99.94% interest acquired from TGP. Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) continues to own 0.02% of the stock. Project Liza Transaction Steps Page 15 b. All other intellectual property that does not solely and directly relate to the Energy Business and/or the Shipbuilding Business, including but not limited to patents, copyrights, trademarks, service marks, tradenames, know-how, trade secrets, licenses and rights therein. 15C. Effective as of November 30, 1996 following the consummation of steps C(6) through C(8), Tenneco Corporation will transfer all of its ownership interest (100% unless otherwise indicated) in the following entities to Industrial Company as a contribution to capital and in exchange and consideration for additional shares of stock of Industrial Company. The transfer of the Counce Limited Partnership interest is subject to receipt of the consent of the Counce Noteholders referred to in step B(8)(a). Stock and Partnership Interest Received in Steps (6)-(8) -------------------------------------------------------- Counce Limited Partnership (95% limited partner interest) Tenneco International Holding Corp. (100% interest in Common Stock and 100% interest in $8.00 Junior Preferred Stock Autopartes Walker, S.A. de C.V. (Mexico) (0.02%) Omni-Pac Gmbh (Germany (1%) Omni-Pac S.A.R.L. (France) (97%) Tenneco Automotive Trading Company Tenneco United Kingdom Holdings Limited Walker Europe, Inc. Walker Norge A/S (Norway) 15D. Effective as of December 1, 1996, TGP will transfer to Tenneco Corporation as a contribution to capital the assets listed on Schedule 1. Tenneco Corporation will transfer the assets to Industrial Company as a contribution to capital. Industrial Company will transfer the assets to Tenneco Management Company as a contribution to capital./5/ 15E. On the Distribution Date following the consummation of step C(11), Tenneco Corporation will transfer the stock of the following entities to Industrial Company as a contribution to capital: Stock Received in Step (11) -------------------------- Tenneco Packaging Inc. PCA Leasing Company 15F. On the Distribution Date following the consummation of steps C(1) through C(15E), Tenneco Corporation will transfer all of its assets (excluding the stock of Industrial Company, Shipbuilding Company, Midwestern, and CIGC, but including the intercompany receivable from Tenneco received in step C(10B) and all of its liabilities (excluding liabilities for accrued taxes) to Midwestern as a contribution to capital. Midwestern will transfer such assets and liabilities to New - ----------------------------- /5/ These transfers are being effected as of December 1, 1996 because the transfer of the partnership interest in Waukegan Corporate Aviation Facilities cannot become effective earlier than the first day of the month following the month in which the transfer is approved by the partnership. Project Liza Transaction Steps Page 16 Midwestern as a contribution to capital. Tenneco Corporation shall not acquire any assets following the consummation of step C(15F) and Tenneco Corporation and Midwestern will enter into an agreement pursuant to which any assets inadvertently acquired by Tenneco Corporation following the consummation in step C(15F) will be deemed contributed to the capital of Midwestern immediately upon acquisition without any further action by the parties. 16A. On the Distribution Date following the consummation of steps C(1) through C(15F), Tenneco Corporation will transfer all of the stock of Shipbuilding Company and Industrial Company to TGP as a distribution with respect to stock (i.e., return of contributed surplus). 16B. On the Distribution Date following the consummation of step C(16A) and prior to the consummation of step C(17), Tenneco will purchase the debt of TGP as follows: a. Pursuant to a tender offer made on November 8, 1996, Tenneco will purchase the debt of TGP validly tendered by the holders (and not withdrawn) at or prior to 5:00 p.m. New York City Time on December 10, 1996 (the "Expiration Time")./6/ Using the funds received by Tenneco in step C(10B) (which are being held by The Chase Manhattan Bank as Depositary for the offers to purchase TGP, TCC, and Tenneco debt), on the Distribution Date Tenneco will purchase the tendered TGP debt, excluding interest to be paid by TGP. Also on the Distribution Date, TGP will transfer to The Chase Manhattan Bank as Depositary for the tender offers an amount of funds equal to the interest to be paid by TGP pursuant to the terms of the tender offer. To document TGP's payment of interest on the tendered debt, on the Distribution Date Tenneco will make an actual transfer of funds into a TGP account (as an intercompany advance), and TGP will transfer funds from that account to Chase's Depositary account. b. Tenneco will transfer the TGP debt acquired in step C(16B)(a) to TGP in exchange for cash equal to Tenneco's cost of acquiring the debt (including fees and expenses paid by Tenneco in connection with the purchase of the TGP debt, but excluding accrued interest paid by TGP), thereby extinguishing the debt. c. Tenneco will transfer the cash received in step C(16B)(b) to TGP as an intercompany advance. The transfers of cash described in steps C(16B)(b) and C(16B)(c) will be accomplished using a daylight overdraft. 17. On the Distribution Date following the consummation of steps C(16A) and C(16B), TGP will transfer all of the stock of Shipbuilding Company and Industrial Company to Tenneco as a distribution with respect to stock (i.e., return of contributed surplus). 18. On the Distribution Date following the consummation of step C(17), Industrial Company will transfer to Tenneco as a dividend the net intercompany account payable owed by Tenneco to Industrial Company. - -------------------------- /6/ These Transaction Steps assume that the tender offer will not be extended or earlier terminated. Project Liza Transaction Steps Page 17 19. On the Distribution Date following the consummation of step C(17), Industrial Company will participate in the Debt Realignment as follows: a. Industrial Company will borrow $347,000,000 under a new credit facility an amount equal to the amount necessary to fund, after payment of credit facility expenses, a dividend to Tenneco (see step C(19)(d)) which, when used by Tenneco to fund the retirement of debt pursuant to the Tenneco debt tender offer, will cause the Actual Energy Debt Amount to be equal to the Base Amount, as estimated on the Distribution Date. b. Industrial Company's offer to exchange up to $1,950,000,000 face amount of Industrial Company debt for certain Tenneco debt will expire at 5:00 p.m. New York City time on December 10, 1996 (the "expiration time")./7/ Pursuant to the exchange offer, Industrial Company will accept for exchange Tenneco debt validly tendered and not withdrawn as of the expiration time, and will acquire such Tenneco debt by issuing new debt in exchange therefor on the first NYSE trading day following the expiration time (the "issuance date," which is also the Distribution Date). On the Distribution Date, Industrial Company will deliver the new debt certificates to The Chase Manhattan Bank as exchange agent for the holders of Tenneco debt participating in the exchange. The exchange agent will deliver the new debt certificates to such holders on the third trading day following the expiration time (the "exchange date"). Also on the Distribution Date, Industrial Company will transfer cash (from the funds received in step C(19)(a)) to the exchange agent equal to the amount of interest accrued on the exchanged Tenneco debt up to but excluding the issuance date; provided that Tenneco, and not Industrial Company, will pay accrued interest up to the issuance date on exchanged Tenneco debt for which the record date for any interest payment is prior to the Distribution Date and for which the payment date for such interest payment is after the issuance date. Interest on the new debt will accrue from and including the issuance date ("straddle interest"). To document Tenneco's payment of straddle interest on the exchange debt as required by the exchange offer, Tenneco will transfer funds equal to the required payment of straddle interest from a Tenneco Inc. account to the account to be used by The Chase Manhattan Bank as exchange agent for the payment of such interest pursuant to the exchange offer. c. Tenneco will transfer to Industrial Company in exchange for the Tenneco debt acquired by Industrial Company in step C(19)(b) an amount of funds equal to the fair market value of the debt issued by Industrial Company to acquire the Tenneco debt in step C(19)(b), plus the accrued interest to be paid by Industrial Company on the Tenneco debt, plus any fees and expenses incurred by Industrial Company in connection with the exchange. d. Industrial Company will transfer to Tenneco as a dividend the funds received in steps C(19)(a) and C(19)(c) remaining after payment of accrued interest on the tendered Tenneco debt and expenses related to the credit facility and debt exchange. To document that the funds received in step C(19)(a) and transferred to Tenneco in step C(19)(d) were used by Tenneco to retire debt, the funds will be transferred directly from Morgan Guaranty - --------------------- /7/ These Transaction Steps assume that the exchange offer will not be extended or earlier terminated. Project Liza Transaction Steps Page 18 Trust Company of New York as administrative agent for the lenders under the Industrial Company credit facility to The Chase Manhattan Bank as Depositary for the Tenneco debt tender offer (see step C(20)(b)). The funds to be received by Industrial Company in step C(19)(c) and then transferred to Tenneco in step C(19)(d) will be arranged under a daylight overdraft facility. 20. On the Distribution Date following the consummation of step C(17), Tenneco will participate in the Debt Realignment as follows: a. Tenneco will borrow $2,164,000,000 under a new credit facility (the "Tenneco Credit Facility") an amount equal to the amount necessary to cause the Actual Energy Debt Amount to be equal to the Base Amount, as estimated on the Distribution Date, taking into account funds utilized in the Debt Realignment. b. Pursuant to a tender offer made on November 8, 1996, Tenneco will purchase the debt of Tenneco and TCC validly tendered by the holders (and not withdrawn) at or prior to 5:00 p.m. New York City Time on December 10, 1996 (the "Expiration Time")./8/ From the funds received in step C(20)(a), on the Distribution Date Tenneco will transfer to The Chase Manhattan Bank as Depositary for the tender offers an amount of funds sufficient to fund the purchases of the tendered Tenneco and TCC debt, taking into account the funds deposited with Chase as Depositary as described in steps C(10B) and C(19)(d) and the utilization of a portion of such funds as contemplated by step C(16B)(a). Chase will use such funds to effect the purchases of the tendered Tenneco and TCC debt on behalf of Tenneco. c. Tenneco will transfer to TCC the debt of TCC acquired in step C(20)(b) in exchange for cash equal to Tenneco's cost of acquiring the TCC debt, including accrued interest plus any fees and expenses incurred by Tenneco in connection with the acquisition of the TCC debt. Tenneco will use the cash to repay its intercompany loan from TCC or to make an intercompany advance to TCC. Step C(20)(c) will be accomplished using a daylight overdraft. d. Tenneco will repay all of its outstanding bank debt and commercial paper, pay transaction expenses, transfer funds to Shipbuilding Company and TGP as necessary to fund the Guaranteed Shipbuilding Cash Amount and the Guaranteed Energy Cash Amount, respectively (as defined in the Debt and Cash Allocation Agreement), and fund cash expenditures of Tenneco and its affiliates for the Distribution Date. To the extent the Shipbuilding Group cash and cash equivalents on the Distribution Date (taking into account all of the foregoing transactions) exceeds the Guaranteed Shipbuilding Cash Amount, the excess shall be transferred by Shipbuilding Company to Tenneco as a dividend. To the extent the Energy Group cash and cash equivalents on the Distribution Date (taking into account all of the foregoing transactions, and including the dividend described in the previous sentence) exceeds the Guaranteed Energy Cash Amount, Tenneco shall transfer such excess to Industrial Company as a contribution to capital. e. Tenneco will transfer to TGP as a contribution to capital all of its assets other than the stock of TGP and the note receivable from I.C.H. Corporation, and all of its liabilities other than - ---------------- /8/ These Transaction Steps assume that the tender offer will not be extended or earlier terminated. Project Liza Transaction Steps Page 19 the Consolidated Debt issued by Tenneco (as defined in the Debt Realignment Plan attached as Exhibit C to the Merger Agreement, including the untendered portions of Tenneco public debt and the Tenneco Revolving Debt incurred under the Tenneco Credit Facility), accrued taxes, and unpaid dividends. Following step 20, Tenneco should have no assets other than the stock of TGP and the note receivable from I.C.H. Corporation, and no liabilities other than the Tenneco Credit Facility, the untendered portion of the Tenneco Consolidated Debt, accrued taxes, and unpaid dividends. Tenneco shall not acquire any assets following the consummation of step 20, and Tenneco and TGP will enter into an agreement pursuant to which any assets inadvertently acquired by Tenneco following the consummation of step 20 will be deemed contributed to the capital of TGP immediately upon acquisition without any further action by the parties. 21. Effective as of November 30, 1996, TGP will transfer to Tenneco Asheville Inc., a newly formed wholly owned subsidiary of TGP, as a contribution to capital the assets and liabilities associated with the Walker Manufacturing property located in Asheville, NC. TGP will then transfer the stock of Tenneco Asheville Inc. to Tenneco Corporation as a contribution to capital, and Tenneco Corporation will transfer the stock of Tenneco Asheville Inc. to Industrial Company as a contribution to capital. 22. Effective as of November 1, 1996, Tenneco Liquidation Company (formerly Tenneco Business Services Inc.) will transfer all of its assets and liabilities to Tenneco Business Services Inc. (formerly Tenneco Technology Services Inc.). Tenneco Liquidation Company will change its name to Tenneco Business Services Holdings Inc. 23. On the Distribution Date immediately before the Distributions, Industrial Company and Shipbuilding Company will issue a stock dividend to Tenneco as provided in Section 2.02 of the Distribution Agreement. D. Distributions and Merger 1. On the Distribution Date following the consummation of steps C(1) through C(23), Tenneco will distribute all of the stock of Industrial Company and Shipbuilding Company to Tenneco shareholders as a distribution with respect to stock (i.e., return of contributed surplus) pro rata on the basis of one share of Industrial Company stock for one share of Tenneco common stock outstanding and on the basis of one share of Shipbuilding Company stock for five shares of Tenneco common stock outstanding. Cash will be paid in lieu of issuing fractional shares of Shipbuilding Company stock. Each share of stock of Industrial Company and Shipbuilding Company will have attached to it stock purchase rights (the "Rights") which will entitle the holder to purchase certain stock of Industrial Company or Shipbuilding Company, as the case may be, upon the occurrence of certain triggering events. 2. Effective as of the Distribution Date, the account of the employees of the Shipbuilding Business in the Tenneco Thrift Plan will be transferred to a Shipbuilding Company qualified plan (the "Shipbuilding Company Thrift Plan") as of the distribution date. The Shipbuilding Company Thrift Plan will include an employee stock ownership plan ("ESOP"), and Shipbuilding Company Project Liza Transaction Steps Page 20 stock received with respect to Tenneco stock on their accounts will held subject to the terms of the ESOP. 3. Effective as of 8:00 a.m. EST on the day following the Distribution Date, Industrial Company, Acquiror, Acquiror Sub A1, and Acquiror Parent will consummate the merger of Acquiror Sub A1 into Tenneco (the "Merger"). E. Post-Merger Transactions 1. [Describe transfers of 401(k) accounts and communication of opportunity to sell shares of non-employer stock.] 2. [Describe settlement of cash under Debt and Cash Allocation Agreement. If there is a transfer of excess cash from Shipbuilding Company to Industrial Company, the transfer should be treated as dividend by Shipbuilding Company to Tenneco and a contribution by Tenneco to the capital of Industrial Company immediately prior to step D(1). If there is a transfer of cash from Industrial Company to Shipbuilding Company, the transfer should be treated as dividend by Industrial Company to Tenneco and a contribution by Tenneco to the capital of Shipbuilding Company immediately prior to step D(1). Any transfer of cash from Tenneco to Industrial Company should be treated as a contribution by Tenneco to the capital Industrial Company immediately prior to step D(1), and any transfer of cash from Industrial Company to Tenneco should be treated as a dividend by Industrial Company to Tenneco immediately prior to step D(1).] 3. Effective as of December 12, 1996, Tenneco will make arrangements for the funding of the Energy Business cash requirements without flowing cash through Tenneco and without creating any intercompany receivables held by Tenneco. As soon as practical after the Effective Time, Tenneco will close all of its bank accounts. Project Liza Transaction Steps Page 21 Schedule 1 Pursuant to the Corporate Restructuring Transactions, the following assets owned by TGP shall be transferred to Tenneco Management Company. 1. Aviation Assets. a. All fixed wing corporate aircraft (except the Gulfstream G-II, serial number 248, and Rolls Royce Spey Model 511-8 engines, manufacturer's Serial Numbers 9816 and 9844), and spare parts for the aircraft which as of the Effective Time will not have a net book value in excess of $1 million. b. Limited partner interest in the Waukegan Corporate Aviation Facilities, an Illinois limited partnership (which owns the Waukegan, Illinois airport hangar facility and common facilities), the furniture, fixtures, and equipment owned by TGP located at the Waukegan aviation facilities, the stock of Corporate Hangar Services, Inc., an Illinois corporation (which is the corporate general partner of Waukegan Corporate Aviation Facility), and TGP's sublease of the aviation facilities from Waukegan Corporate Aviation Facilities. c. Certain furniture, fixtures, and equipment located in the Houston, Texas airport hangar facilities associated with the fixed-wing aircraft described in clause (a), which at the Effective Time will not have a net book value in excess of $1 million. 2. Furniture, Fixtures, and Equipment. Furniture, fixtures, and equipment (including furnishings and computer equipment) which as of the Effective Time will not have a net book value in excess of $2 million located in: a. Greenwich, CT Management Center. b. Washington, D.C. office. c. Houston, Texas office. 3. Albright & Wilson Note. The long-term note receivable from Albright & Wilson Americas Inc. in the amount of $6,936,384 as of October 31, 1996. Exhibit E to the Distribution Agreement ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. (Delaware) Tennessee Gas Pipeline Company (Delaware)............................ 100% Altamont Service Corporation (Delaware)............................ 100 Altamont Gas Transmission Canada Limited (Canada)................ 100 (Altamont Service Corporation is the registered holder of all of the issued and outstanding shares of Altamont Gas Transmission Canada Limited, as Trustee for Altamont Gas Transmission Company, a Joint Venture) Border Gas Inc. (Delaware) (a close corp.)......................... 37.5 (Tennessee Gas Pipeline Company owns 100% of the Class A Common Stock, 37.5% of the total equity, and 37.5% of the total voting stock; unaffiliated companies (Texas Eastern Transmission Corporation, El Paso Natural Gas Company, Transcontinental Gas Pipe Line Corporation, Southern Natural Gas Company, and Florida Gas Transmission Company) own the remaining stock and equity. Eastern Insurance Company Limited (Bermuda)........................ 100 East Tennessee Natural Gas Company (Tennessee)..................... 100 Tenneco East Natural Gas L.P. (Delaware Limited Partnership)..... 1 (East Tennessee Natural Gas Company, as General Partner, owns 1%; and Tenneco East Corporation, as Limited Partner, owns 99%.) Energy TRACS, Inc. (Delaware)...................................... 100 Greater Houston Small Business Equity Fund, Inc. (Texas)........... ?? ------------------------------------------------------------------------ Kern County Land Company (Delaware)................................ 100 Tenneco Equipment Corporation (Delaware)......................... 100 Marlin Drilling Co., Inc. (Delaware) Bluefin Supply Company (Delaware)............................ 100 Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil)......... 0.16 (in dissolution) Bluefin Supply Company owns 0.16%; and Marlin Drilling Co., Inc. owns 99.84%) Marlin do Brasil Perfuacoes Maritimas Ltda. (Brazil)........ 99.84 (in dissolution) Marlin Drilling Co., Inc. owns 99.84%; and Bluefin Supply Company owns 0.16%) Tenneco Equipment Holding I Company (Delaware)................. 100 Tenneco Equipment Holding II Company (Delaware)................ 100 Tenneco Equipment Holding III Company (Delaware)............... 100 Tenneco Equipment Holding V Company (North Dakota)............. 100 Tenneco Equipment Holding IV Company (Wisconsin)............... 100 Tenneco Equipment Holding VI Company (Illinois)................ 100 Tenneco West, Inc. (Delaware).................................... 100 Kern County Land Company, Inc. (California).................... 100 Kern River Corporation (Delaware).................................. 0.01 Land Ventures, Inc. (Delaware)..................................... 100 MESBIC Financial Corporation of Houston (Texas).................... ?? ------------------------------------------------------------------------ Midwestern Gas Marketing Company (Delaware)........................ 100 Mont Belvieu Land Company (Delaware)............................... 100 1
ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. Subsidiaries of Tennessee Gas Pipeline Company New Tenn Company (Delaware)............................................ 100 (New Tenn Company and New Tennessee Gas Pipeline are in the process of being merged into Tennessee Gas Pipeline Company.) New Tennessee Gas Pipeline Company (Delaware).......................... 100 (New Tenn Company and New Tennessee Gas Pipeline are in the process of being merged into Tennessee Gas Pipeline Company.) S.K. Petroleum Company (Delaware)...................................... 100 Sandbar Petroleum Company (Delaware)................................... 100 Tennchase Inc. (Texas)................................................. 100 Tenneco Alaska, Inc. (Alaska).......................................... 100 Tenneco-Altamont Corporation (Delaware)................................ 100 Altamont Gas Transmission Company (Delaware Joint Venture)........... 53.34 (Tenneco-Altamont Corporation owns 53 1/3%; Amoco Altamont Company, an unaffiliated company, owns 33 1/3%; and Entech Altamont, Inc., an unaffiliated company, owns 13 1/3%.) Tenneco Argentina Corporation (Delaware)............................... 100 Tenneco Baja California Corporation (Delaware)......................... 100 Tenneco Communications Corporation (Delaware).......................... 100 Tenneco Corporation (Delaware)......................................... 100 (Tennessee Gas Pipeline Company owns 100% of the Common Stock; Tenneco Credit Corporation owns ___% of the Second Preferred Stock; Tenneco Equipment Corporation owns ___% of the Second Preferred Stock; and Tenneco International Inc. owns ___% of the Second Preferred Stock.) Channel Industries Gas Company (Delaware)............................ 100 Tenneco Energy Marketing Company (Kentucky)........................ 100 Creole Gas Pipeline Corporation (Louisiana)...................... 100 Entrade Pipeline Company (Kentucky).............................. 100 Channel Gas Marketing Company (Delaware)........................... 100 Oasis Pipe Line Company (Delaware)............................... 30 (Channel Gas Marketing Company owns 100% of the issued and outstanding Series B Preference Stock and 30% of the Common Stock, 30% of total equity; Dow Chemical Company, an unaffiliated company owns 100% of the issued and outstanding Series A Preference Stock and 70% of the Common Stock, 70% of total equity.) Tenneco Gas Processing Company (Delaware).......................... 100 Tenneco Independent Power I Company (Delaware)..................... 100 Tenneco Independent Power II Company (Delaware).................... 100 Tenneco Insurance Ventures (Delaware).............................. 100 Tenneco Offshore Gathering Company (Delaware)...................... 100 Tennessee Gas Marketing Company (Delaware)......................... 100
2
ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. Subsidiaries of Tennessee Gas Pipeline Company Subsidiaries of Tenneco Corporation Subsidiaries of Channel Industries Gas Company Tenneco Power Generation Company (Delaware)........................ 100 Orange Acquisition, Inc. (Delaware).............................. 100 Orange Cogeneration Limited Partnership (Delaware Limited Partnership)................................................... 49.5 (Orange Acquisition, Inc. owns 49.5% as a Limited Partner; CSW Orange, Inc., an unaffiliated company, owns ___% as a Limited Partner; and Orange Cogeneration GP, Inc. owns ---% as General Partner.) Orange Cogeneration GP II, Inc. (Delaware)..................... 50 (Tenneco Power Generation Company owns 50%; and CSW Development-I, Inc., an unaffiliated company, owns 50%.) Orange Cogeneration G.P., Inc. (Delaware)...................... 100 Polk Power GP II, Inc. (Delaware)................................ 50 (Tenneco Power Generation Company owns 50% and CSW Development-I, Inc., an unaffiliated company, owns 50%.) Polk Power GP, Inc............................................. 100 Tenneco Ethanol Company (Delaware)............................... 100 Tenneco Ethanol Services Company (Delaware)...................... 100 West Campus Cogeneration Company (Delaware)...................... 100 Midwestern Gas Transmission Company (Delaware)....................... 100 Deepsea Ventures, Inc. (Delaware).................................. ?? Entrade Engine Company (Kentucky).................................. 100 H.T. Gathering Company (Texas)..................................... 50 (Midwestern Gas Transmission Company owns 50% of the issued and outstanding Class A Voting Stock and 20% of the Class B Nonvoting Stock, 29% of the total equity; and Houston Pipe Line Company, an unaffiliated company, owns 50% of the issued and outstanding Class A Voting Stock and 80% of the Class B Nonvoting Stock, 71% of the total equity.) New Midwestern Inc. (Delaware)..................................... 100 Petro-Tex Chemical Corporation (Delaware) (in dissolution)......... 100 (Certificate of Dissolution was filed in Delaware on January 18, 1995, Final dissolution date will be January 18, 1998, subject to settlement of any other outstanding business.) SWL Security Corp. (Texas)......................................... 100 Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership).... 1 (Midwestern Gas Transmission Company, as General Partner, owns 1%; and Tenneco Midwest Corporation, as Limited Partner owns 99%.) Tenneco Minerals Company - California (Delaware)................... 100 Tenneco Minerals Company - Nevada (Delaware)....................... 100 Tenneco OCS Company, Inc. (Delaware)............................... 100 Tenneco Oil Company (Delaware)..................................... 100
3 ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. Subsidiaries of Tennessee Gas Pipeline Company Subsidiaries of Tenneco Corporation Subsidiaries of Midwestern Gas Transmission Company Tenneco Polymers, Inc. (Delaware) ................................. 100 Tenneco Eastern Realty, Inc. (New Jersey) ......................... 100 Tennessee Overthrust Gas Company (Delaware) ....................... 100 Overthrust Pipeline Company (Delaware General Partner) .......... 18 (Tennessee Overthrust Gas Company owns an 18% general partnership interest; unaffiliated parties own 82% partnership interest) TCP Corporation (Delaware) ........................................ 100 Tenneco Credit Corporation (Delaware) ................................. 100 TenFac Corporation (Delaware) ....................................... 100 Tenneco Deepwater Gathering Company (Delaware) ........................ 100 Tenneco Delta XII Gas Co., Inc. (Delaware) ............................ 100 Tenneco East Corporation (Delaware) ................................... 100 Tenneco East Natural Gas L.P. (Delaware Limited Partnership) ........ 99 (Tenneco East Corporation, as Limited Partner, owns 99%; and East Tennessee Natural Gas Company, as General Partner, owns 1%.) Tenneco Energy Europe Inc. (Delaware) ................................. 100 Tenneco Energy Hungary Inc. (Delaware) .............................. 99 [Tenneco Energy Hungary B.V. (Netherlands) ......................... ??] Tenneco Energy Ltd. (Canada) .......................................... 100 Tenneco Energy Services Company (Delaware) ............................ 100 GreyStar Corporation (Texas) ........................................ 50 (Tenneco Energy Services Company owns 50%, and unaffiliated parties own 50%. Tenneco Energy Services Company owns 1,135,294 shares of Series B Preferred Stock, $0.01 par value per share.) Tenneco Energy AIRCO Inc. (Delaware) ............................... 100 Tenneco Energy OGS Inc. (Delaware) ................................. 100 Tenneco Energy TEPSCO Inc. (Delaware) .............................. 100 Tenneco Energy Inc. (Delaware) ....................................... 100 Tenneco EIS Company (Delaware) ..................................... 100 Tenneco EIS Canada Ltd. (Alberta) ................................ 100 Tenneco Gas Transporation Company (Delaware) ....................... 100 Tenneco Gas Canada, Ltd. (Ontario) ................................... 100 Tenneco Gas International Inc. (Delaware) ............................ 100 Tenneco Energy China Inc. (Delaware) ............................... 100 Tenneco Gas Brazil Corporation (Delaware) .......................... 100 Tenneco Gas International Servicos do Brasil Ltda (Brazil) ....... 100 Tenneco Gas Chile Corporation (Delaware) ........................... 100 Tenneco Energy International (East Asia/Pacific) Inc. (Delaware) ... 100 Tenneco Gas Services (Chile) Corporation (Delaware) ................ 100 Tenneco Gas Transportes S.A. (Chile) ............................. 100 Tenneco Gas Latin America Inc. (Delaware) .......................... 100 4
ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. Subsidiaries of Tennessee Gas Pipeline Company Tenneco Gas Louisiana Inc. (Delaware).................................... 100 Martin Exploration Company (Delaware).................................. 100 Tenneco Gas Production Corporation (Delaware)............................ 100 Tenneco Gas Properties Inc. (Delaware)................................... 100 Tenneco Gas Services, Inc. (Delaware).................................... 100 Tenneco Gas Supply Corporation (Delaware)................................ 100 Tenneco Gas Australia Inc. (Delaware).................................... 100 Tenneco Holdings Pty. Ltd. (Australia)................................. 100 Sulawesi Energy Pty Ltd. (Australia)................................. 50 (Upon the acquisition of the Energy Equity subsidiaries contemplated for the South Sulawesi Project, Tenneco Holdings Pty. Ltd. will own 50%, and an unaffiliated company will own 50%.) PT Energi Sengkang (Indonesia)..................................... 95 (Upon the acquisition of the Energy Equity subsidiaries contemplated for the South Sulawesi Project, Sulawesi Energy Pty. Ltd. will own 95% and an unaffiliated company will own 5%.) Tenneco Energy Australia Pty. Limited (Australia).................... 100 Tenneco Energy Queensland Pty. Limited (Australia)................. 100 Tenneco Energy South Australia Pty. Limited (Australia)............ 100 Tenneco Energy Operations and Maintenance Pty. Ltd. (Australia)...... 100 Energy Management Technical Systems Pty. Ltd. (Australia).......... 50 (Upon the acquisition of the Energy Equity subsidiaries contemplated for the South Sulawesi Project, Tenneco Energy Operations and Maintenance Pty. Ltd. will own 50%, and an Unaffiliated company will own 50%.) Tenneco Sulawesi Gas Pty. Ltd. (Australia)........................... 100 Energy Equity (Sengkang) Pty. Ltd. (Australia)..................... 50 (Upon the acquisition of the Energy Equity subsidiaries contemplated For the South Sulawesi Project, Tenneco Sulawesi Gas Pty. Ltd. will own 50%, and an unaffiliated company will own 50%.) Galtee Limited (Cayman Islands)........................................ 100 Tenneco International Inc. (Delaware)..................................... 100 Tenneco Nederland B.V. (Netherlands)................................... 100 Tenneco Offshore Netherlands Company (Delaware)........................ 100 Tenneco Liquids Corporation (Delaware)................................... 100 Tenneco Marketing Services Company (Delaware)............................ 100 Tenneco MLP Inc. (Delaware).............................................. 100 Polk Power Partners, L.P. (Delaware Limited Partnership)............. 100 (Tenneco MLP Inc. owns ____% as a Limited Partner; CSW Mulberry, Inc., an unaffiliated company, owns ____% as a Limited Partner; GPSF-A Inc., an Unaffiliated company owns ____% as Preferred Limited Partner; and Polk Power GP, Inc. owns _____% as the General Partner.) Tenneco MTBE, Inc. (Delaware)............................................ 100
5 ENERGY SUBSIDIARIES Subsidiaries of Tenneco Inc. Subsidiaries of Tennessee Gas Pipeline Company Tenneco Midwest Corporation (Delaware) ................................ 100 Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership ...... 99 (Tenneco Midwest Corporation, as Limited Partner, owns 99%; and Midwestern Gas Transmission Company, as General Partner, owns 1%.) Tenneco Pittsfield Corporation (Delaware) ............................. 100 Tenneco Portland Corporation (Delaware) ............................... 100 Tenneco Realty, Inc. (Delaware) ....................................... 100 Tenneco SNG Inc. (Delaware) ........................................... 100 Tenneco Texas Acquisition Inc. (Delaware) ............................. 100 Tenneco Trinidad LNG, Inc. (Delaware) ................................. 100 Tenneco Ventures Bolivia Corporation (Delaware) ....................... 100 Tenneco Ventures Corporation (Delaware) ............................... 100 Tenneco Ventures Poland Corporation (Delaware) ........................ 100 Tenneco Western Market Center Corporation (Delaware) .................. 100 The Western Market Center Joint Venture (Joint Venture) ............. 50 (Tenneco Western Market Center Corporation owns 50%; Entech Gas Ventures, Inc., an unaffiliated company, owns 15%; Questar WMC Corporation, an unaffiliated company, owns 25%; and Fuels WMC Corporation, an unaffiliated company, owns 10%.) Tenneco Western Market Center Service Corporation (Delaware) ......... 100 TennEcon Services, Inc. (Delaware) ................................... 100 Tenneco Energy Technology Consulting Services Inc. (Delaware)....... 100 Tennessee Gas Transmission Company (Delaware) ........................ 100 Tennessee Storage Company (Delaware) ................................. 100 Tennessee Trailblazer Gas Company (Delaware) ......................... 100 Ten Ten Parking Garage Inc. (Delaware) ............................... 100 The Fontanelle Corporation (Louisiana)................................ 100 The F and E Oyster Partnership (Louisiana Partnership).............. 64 (The Fontanelle Corporation owns 64% as General Partner; and Expedite Oyster, Inc., an unaffiliated company, owns 36% as General Partner.) The LaChute Corporation (Louisiana) .................................. 100 6 Exhibit G to the Distribution Agreement
INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Autopartes Walker, S.A. de C.V. (Mexico)................................ 99.98% (Industrial Company owns 99.98% and Tenneco Automotive Inc. owns .02%) Counce Limited Partnership (Texas Limited Partnership).................. 95 (Industrial Company owns 95%, as Limited Partner; and PCA Leasing Company owns 5%, as General Partner) Counce Finance Corporation (Delaware)................................. 100 Monroe-Mexico S.A. de C.V. (Mexico)..................................... 0.01 (Industrial Company owns 0.01%; and Tenneco Automotive Inc. owns 99.99%) Omni-Pac GmbH (Germany)................................................. 1 (Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and Industrial Company owns 1%) Omni-Pac S.A.R.L. (France).............................................. 97 (Omni-Pac GmbH owns 3%; and Industrial Company owns 97%) PCA Leasing Company (Delaware).......................................... 100 Counce Limited Partnership (Texas Limited Partnership)................ 5 (Industrial Company owns 95%, as Limited Partner; and PCA Leasing Company owns 5%, as General Partner) Counce Finance Corporation (Delaware)............................... 100 Proveedora Walker S.A. de C.V. (Mexico)................................. 99.99 (Industrial Company owns 49,999 shares, and Tenneco Automotive Inc. owns 1 share) Tenneco Asia Inc. (Delaware)............................................ 100 Tenneco Asheville Inc. (Delaware)....................................... 100 Tenneco Automotive Foreign Sales Corporation Limited (Jamaica).......... 1 (Industrial Company owns 1%; and Tenneco Automotive Inc. owns 99%) Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company) (Delaware) 100 Autopartes Walker, S.A. de C.V. (Mexico).............................. 0.02 (Industrial Company owns 99.98%; Tenneco Automotive Inc. owns 0.02%) Beijing Monroe Automotive Shock Absorber Company Ltd (China).......... 51 (Tenneco Automotive Inc. owns 51%; and Beijing Automotive Industry Corporation, ana unaffiliated company, owns 49%) Consorcio Terranova S.A. de C.V. (Mexico) Tenneco Automotive Inc. owns 99.99%; and Josan Latinamericana S.A. de C.V., an unaffiliated company, owns 0.01% McPherson Strut Company Inc. (Delaware)............................... 100 Monroe Auto Equipement France, S.A. (France).......................... 100 Monroe Europe Coordination Center N.V. (Belgium).................... 0.1 (S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement France, S.A. owns 0.1%) Monroe Packaging N.V. (Belgium)..................................... 0.1 (S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement France, S.A. owns 0.1%)
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INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Subsidiaries of Tenneco Automotive Inc. Tenneco Automotive Italia S.r.l. (Italy)............................. 15 (Tenneco Automotive Inc. owns 85%; and Monroe Auto Equipement France, S.A. owns 15%) Monroe Auto Pecas S.A. (Brazil)........................................ 2.82 (Tenneco Automotive Inc. owns 2.82%; Monroe do Brasil Industria e Comercio Ltda. Owns 82.71%; and Monteiro Aranha S/A, an unaffiliated company, owns 14.47%) Monroe-Mexico S.A. de C.V. (Mexico).................................... 99.99 (Tenneco Automotive Inc. owns 99.99%; and Industrial Company owns 0.01%) Precision Modular Assembly Corp. (Delaware)............................ 100 Rancho Industries Europe B.V. (Netherlands)............................ 100 Tenneco Automotive Foreign Sales Corporation Limited (Jamaica)......... 99 (Tenneco Automotive Inc. owns 99%; and Industrial Company owns 1%) Tenneco Automotive International Sales Corporation (DE-In Dissolution). 100 Tenneco Automotive Italia S.r.l. (Italy)............................... 85 (Tenneco Automotive Inc. owns 85%; and Monroe Auto Equipement France, S.A. owns 15%) Tenneco Automotive Japan Ltd. (Japan).................................. 100 The Pullman Company (Delaware)......................................... 100 Axios Produtos de Elastomeros Limitada (Brazil)...................... 99 (99% The Pullman Company; 1% Peabody International Corporation) Clevite Industries Inc. (Delaware)................................... 100 Peabody International Corporation (Delaware)......................... 100 Axios Produtos de Elastomeros Limitada (Brazil).................... 1 (99% The Pullman Company; 1% Peabody International Corporation) Barasset Corporation (Ohio)........................................ 100 Peabody Galion Corporation (Delaware).............................. 100 Peabody Gordon-Piatt, Inc. (Delaware).............................. 100 Peabody N.E., Inc. (Delaware)...................................... 100 Peabody World Trade Corporation (Delaware)......................... 100 Pullmex, S.A. de C.V. (Mexico)................................... 0.1 (99% The Pullman Company; 0.1% Peabody World Trade Corporation) Peabody-Myers Corporation (Illinois)............................... 100 Pullman Canada Ltd. (Canada)....................................... 61 (61% Peabody International Corporation; 39% The Pullman Company) Pullman Canada Ltd. (Canada)......................................... 39 (61% Peabody International Corporation; 39% The Pullman Company) Pullman Standard, Inc. (Delaware).................................... 100
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INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Pullmex, S.A. de C.V. (Mexico)....................................... 99.9 (99.9% The Pullman Company; 0.1% Peabody World Trade Corporation) Tenneco Automotive Trading Company (Delaware)............................ 100 Tenneco Brake, Inc. (Delaware)......................................... 100 Tenneco Brazil Ltda. (Brazil)............................................ 100 Monroe do Brazil Industria e Comercio Ltda. (Brazil)................... 100 Monroe Auto Pecas S.A. (Brazil)...................................... 82.71 (Monroe do Brazil Industria e Comercio Ltda. Owns 82.71%; Tenneco Automotive Inc. owns 2.82%; and Monteiro Aranha S/A, an unaffiliated company owns 14.47%) Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business Services Inc.).................................................................. 100 Tenneco Business Services Inc. (f/k/a Tenneco Technology Services Inc.) 100 Tenneco Deutschland Holdinggesellschaft mbH (Germany)................... 99.97 (Industrial Company owns 99.97%; and Atlas Bermoegensverwaltung, an unaffiliated company, owns 0.03%) GILLET Unternehmesverwaltungs (Germany)................................ 100 Heinrich Gillet GmbH & Co. KG (Germany).............................. 0.1 (GILLET Unternehmesverwaltungs GmbH owns 0.1%; and Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%) Heinrich Gillet GmbH & Co. KG (Germany)................................ 99.9 (Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%; and GILLET Unternehmesverwaltungs, mbH owns 0.1%) Gillet-Abgassysteme Zwickau Gmbh (Germany)............................ 100 Mastra-Gillet Industria e Comercio Ltda. (Brazil)..................... 50 (Heinrich Gillet GmbH & Co. KG owns 50%; and Mastra Industria e Comercio Ltda., an unaffiliated company, owns 50%) Omni-Pac Ekco GmbH Verpackungsmittel (Germany)......................... 100 Omni-Pac Poland Sp. z o.o. (Poland).................................. 100 PCA Embalajes Espana, S.L. (Spain).................................. 1 (Omni-Pac Ekco GmbH Verpackungsmittel owns 1%; and PCA Verpackungsmittel GmbH owns 99%) Omni-Pack GmbH (Germany)............................................... 99 (Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and Industrial Company owns 1%) Omni-Pac ApS (Denmark).............................................. 100 Omni-Pac A.B. (Sweden)............................................... 100 Omni-Pack S.A.R.L. (France).......................................... 3 (Omni-Pac GmbH owns 3%; and Industrial Company owns 97%) Walker Deutschland GmbH (Germany)...................................... 99 (Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and Industrial Company owns 1% Walker Gillet (Europe) GmbH (Germany).................................. 100 Tenneco Foam Products Company............................................ 100 Tenneco Inc. (Nevada).................................................... 100 3
INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Tenneco International Holding Corp. (Delaware)........................... 100 Monroe Australia Pty. Limited (Australia).............................. 100 Monroe Springs (Australia) Pty. Ltd. Australia)...................... 100 Monroe Superannuation Pty. Ltd. (Australia).......................... 100 Walker Australia Pty. Limited (Australia)................................ 100 S.A. Monroe Europe N.V. (Belgium)...................................... 100 Borusan Amortisor Imalat Ve Ticaret A.S. (Turkey).................... 16.67 (S.A. Monroe Europe N.V. owns 16.67%; Borusan Holding AS, an unaffiliated company, owns 83.03%; and various unaffiliated individual stockholders own 0.3%) Monroe Europe Coordination Center N.V. (Belgium)..................... 99.9 (S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement France, S.A. owns 0.1%) Monroe Europe (UK) Limited (United Kingdom).......................... 18 (S.A. Monroe Europe N.V. owns 18%; and Tenneco United Kingdom Holdings Limited owns 82%) Monroe Packaging N.V. (Belgium)...................................... 99.9 (S.A. Monroe Europe N.V. owns 99.9%; and Monroe Auto Equipement France, S.A. owns 0.1%) Tenneco Canada Inc. (Ontario).......................................... 51.28 (Tenneco International Holding Corp. owns 100% of the issued and outstanding Common Stock, 51.28% of total equity; and Tenneco United Kingdom Holdings Limited owns 100% of the Class A Stock, 48.72% of total equity) 98174 Ontario Limited (Ontario)...................................... 100 Tenneco Canada Wholesale Finance Company (Alberta)................... 100 Tenneco Credit Canada Corporation (Alberta).......................... 100 Tenneco Espana Holdings, Inc. (Delaware)............................... 100 Louis Minuzzi E. Hijos S.A.I.C. (Argentina)........................ 100?? Monroe Springs (New Zealand) Pty. Ltd. (New Zealand)................. 100 Monroe Spain, S.A. (f/k/a Tenneco Espana, S.A.) (Spain)............ 100 Gillet Iberica, S.A. (Spain)....................................... 100 Manufacturas Fonos, S.L. (Spain)................................... 100 Omni-Pac Embalajes S.A. (Spain).................................... 100 Reknowned Automotive Products Manufacturers Ltd. (India)............. 51 Thibault Investments Limited (Mauritius)............................. 100 Hydraulics Limited (India)......................................... 51 (Thibault Investments Limited owns 51% and Bangalore Union Services Limited, an unaffiliated company, owns 49%) Tenneco Holdings Denmark A/S (Denmark)................................. 100 Gillet Exhaust Technologie (Proprietary) Limited (South Africa)...... 100 Gillet Lazne Belohrad, s.r.o. (Republic of Czechoslovakia)........... 100 Heinrich Gillet Portuguesa - Sistemas de Escape, Lda. (Portugal)..... 100 Walker Denmark A/S (Denmark)......................................... 100
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INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Subsidiaries of Tenneco International Holding Corp. (Delaware) Subsidiaries of Tenneco Holdings Danmark A/S (Denmark) Walker Inapal Escapes, S.A. (Portugal)............................... 90 (Tenneco Holdings Danmark A/S owns 90%; Inapal, Industria Nacional de Acessorios Para Automoveis, SA, an unaffiliated company, owns 9.99%; and Walker Danmark A/S owns 0.01%) Walker France S.A. (France)............................................ 100 Constructions Metallurgiques de Wissembourg - Wimetal (France)....... 100 Societe Europeenne des Ensembles-Montes (France)................... 100 Gillet Tubes Technologies G.T.T. (France)............................ 100 Walker Sverige A.B. (Sweden)........................................... 100 Tenneco Management Company (Delaware).................................... 100 Tenneco Moorhead Acquisition Inc. (Delaware)............................. 100 Tenneco Packaging Hungary Holdings Inc. (Delaware)....................... 100 Tenneco Packaging Inc. (Delaware)........................................ 100 A&E Plastics, Inc. (Delaware).......................................... 100 Alupak A.G. (Switzerland).............................................. 100 American Cellulose Corporation (Delaware).............................. 50 (Tenneco Packaging Inc. owns 50%; and Larry E. Homan, an unaffiliated individual, owns 50%) The Corinth and Counce Railroad Company (Mississippi).................. 100 Marinette, Tomahawk & Western Railroad Company (Wisconsin)........... 100 Valdosta Southern Railroad Company (Florida)......................... 100 Dahlonega Packaging Corporation (Delaware)............................. 100 Dixie Container Corporation (Virginia)................................. 100 Dixie Convoy Corporation (North Carolina).............................. 100 Dongguan PCA Packaging Co., Ltd. (Peoples Republic of China)........... 50 (Tenneco Packaging Inc. owns 50%; and Dongguan Dong Ya Color Printing & Packaging Factory, an unaffiliated company, owns 50%) EKCO Products, Inc. (Illinois)......................................... 100 E-Z Por Corporation (Delaware)......................................... 100 Hexacomb Corporation (Illinois)........................................ 100 Hexacomb International Sales Corporation (U.S. Virgin Islands)....... 100 Packaging Corporation of America (Nevada).............................. 100 PCA Box Company (Delaware)............................................. 100 PCA-Budafok (Kartongyar) Kft. (Hungary)................................ 100 PCA Hydro, Inc. (Delaware)............................................. 100 PCA Romania Srl (Romania).............................................. 50 (Tenneco Packaging Inc. owns 50%; and Kraftcorr Inc., an unaffiliated company owns 50%) PCA Tomahawk Corporation (Delaware).................................... 100 PCA Valdosta Corporation (Delaware).................................... 100
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INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Subsidiaries of Tenneco Packaging Inc. PCA Verpackungsmittel GmbH (Germany).................................... 100 PCA Embalajes Espana S.L. (Spain).................................... 99 (PCA Verpackungsmittel GmbH owns 99%; and Omni-Pac Ekco GmbH Verpackungsmittel owns 1%) PCA West Inc. (Delaware)............................................... 100 Coast-Packaging Company (California General Partnership)............. 50 (PCA West Inc. owns 50%, as General Partner; and J.G. Haddy Sales Company, an unaffiliated Company, owns 50%, as General Partner) Pressware International, Inc. (Delaware)............................... 100 Revere Foil Containers, Inc. (Delaware)................................ 100 Tenneco Packaging-Romania S.R.L. (Romania)............................. 100 Tenneco Plastics Company (Delaware).................................... 100 798795 Ontario Limited (Ontario)....................................... 100 PCA Canada Inc. (Ontario)............................................ 100 Tenneco Retail Receivables Company (Delaware)............................ 100 Tenneco Romania Holdings Inc. (Delaware)................................. 100 Tenneco United Kingdom Holdings Limited (Delaware)....................... 100 Monroe Europe (UK) Limited (United Kingdom)............................ 82 (Tenneco United Holdings Limited owns 82%; and S.A. Monroe Europe N.V. owns 18%) Omni-Pac U.K. Limited (United Kingdom)................................. 100 Packaging Corporation of America (UK) Limited (Scotland)............... 100 Alpha Products (Bristol Limited (United Kingdom)..................... 100 Calendered Plastics Limited (United Kingdom)......................... 100 Delyn Packaging Limited (United Kingdom)............................. 100 Penlea Plastics Limited (United Kingdom)............................. 100 Polbeth Packaging Limited (Scotland)................................. 100 Brucefield Plastics Limited (Scotland)............................. 100 Polbeth Packaging (Corby) Limited (Scotland)....................... 100 Tenneco Canada Inc.(Ontario)........................................... 48.72 (Tenneco United Kingdom Holdings Limited owns 100% of the Class A Stock, 48.72% of total equity; and Tenneco International Holding Corporation owns 100% of the issued and outstanding common stock, 51.28% of total equity) Tenneco Europe Limited (Delaware)....................................... 100 Tenneco Asia Limited (United Kingdom)................................ 100 Tenneco International Finance Limited (United Kingdom)................. 100 Tenneco International Finance B.V. (Netherlands)..................... 100 Tenneco Management (Europe) Limited (United Kingdom)................... 100 Tenneco Packaging (UK) Limited (United Kingdom)........................ 100 Tenneco West Limited (United Kingdom).................................. 100 Thompson and Stammers Dunmow (Number 6) Limited (United Kingdom)....... 100 Thompson and Stammers Dunmow (Number 7) Limited (United Kingdom)....... 100 6
INDUSTRIAL SUBSIDIARIES Subsidiaries of Industrial Company Subsidiaries of Tenneco United Kingdom Holdings Limited (Delaware) Thompson and Stammers Dunmow (Number 8) Limited (United Kingdom) 100 Walker Limited (United Kingdom)................................. 100 Gillet Exhaust Manufacturing Limited (United Kingdom)......... 100 Gillet Pressings Cardiff Limited (United Kingdom)............. 100 Gillet Torsmaskiner UK Limited (United Kingdom)............... 50 (Walker Limited owns 100 A Ordinary Shares, 50% of total equity; and AB Torsmaskiner, an unaffiliated company, owns 100 B Ordinary Shares, 50% of total equity) Exhaust Systems Technology Limited (United Kingdom).......99.99 (Gillet Torsmaskiner UK Limited owns 99.99%; and Heinrich Gillet Gmbh & Co. KG & AB Torsmaskiner, an unaffiliated company owns 0.01%) Walker UK Ltd. (United Kingdom).............................. 100 J.W. Hartley (Motor Trade) Limited (United Kingdom)........ 100 Tenneco - Walker (UK) Limited (United Kingdom)............. 100 Tenneco Windsor Box & Display, Inc. (f/k/a Deline Box & Display) (Delaware)..................................................... 100 TMC Texas Inc. (Delaware)........................................ 100 Walker Deutschland GmbH (Germany) ............................... 1 (Industrial Company owns 1%; and Tenneco Deutschland Holdinggesellsschaft mbH owns 99%) Walker Europe, Inc. (Delaware)................................... 100 Walker Electronic Silencing Inc. (f/k/a Walker Electronic Mufflers) (Delaware)........................................... 100 Walker Noise Cancellation Technologies (New York Partnership).. 100 (Walker Electronic Silencing Inc. owns 50% as General Partner; and Expedite Oyster, Inc., an unaffiliated company, owns 50% as General Partner) Walker Manufacturing Company (Delaware).......................... 100 Ced's Inc. (Illinois).......................................... 100 Walker Norge A/S (Norway)........................................ 100 7 Exhibit J to the Distribution Agreement SHIPBUILDING SUBSIDIARIES Subsidiaries of Newport News Shipbuilding Inc. (Delaware) formerly known as Tenneco InterAmerica Inc.) Newport News Shipbuilding and Dry Dock Company (Virginia ............ 100% Asheville Industries Inc. (North Carolina) ........................ 100 Greeneville Industries Inc. (Virginia)............................. 100 Newport News Global Corporation (U.S. Virgin Islands).............. 100 Newport News Industrial Corporation (Virginia)..................... 100 Newport News Industrial Corporation of Ohio (Ohio)............... 100 Newport News Reactor Services, Inc. (Virginia)..................... 100 Tenneco Tanker Holding Corporation (Delaware)...................... 100 The James River Oyster Corporation (Virginia)...................... 100 NNS Delaware Management Company (Delaware).......................... 100 -----END PRIVACY-ENHANCED MESSAGE-----