-----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, K22jj8GZjPCKdfwzIXIzsld1xgK0QB2GsI9pBm7SyCMo/sSEZN1lJkhD/HOX3xML krVH1D0kVtdikNfAqJzf2w== 0000912057-97-018198.txt : 19970520 0000912057-97-018198.hdr.sgml : 19970520 ACCESSION NUMBER: 0000912057-97-018198 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-17487 FILED AS OF DATE: 19970516 EFFECTIVENESS DATE: 19970516 SROS: CSX SROS: NYSE SROS: PSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27281 FILM NUMBER: 97610489 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 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ TENNECO INC. (Exact name of registrant as specified in its charter) DELAWARE ISSUER: 76-0515284 (State or other jurisdiction (I.R.S. of Employer incorporation or organization) Identification No.)
1275 KING STREET GREENWICH, CONNECTICUT 06831 (Address of Principal Executive Offices) (Zip Code) ------------------------ TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES TENNECO THRIFT PLAN (Full Title of the Plans) KARL A. STEWART VICE PRESIDENT AND SECRETARY TENNECO INC. 1275 KING STREET GREENWICH, CONNECTICUT 06831 (Name and address of agent for service) TELEPHONE: (203) 863-1000 (Telephone number, including area code, of agent for service) ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE* Common Stock, par value $.01 per share (including associated rights)............................ 395,000 shares $41.94 $16,566,300 $5,021
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), based on the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on May 9, 1997. ------------------------ In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Pursuant to Rule 429, the Prospectus which relates to shares of Common Stock registered pursuant to this Registration Statement also relates to the 528,100 shares of Common Stock registered pursuant to Registration Statement No. 333-17487. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Registration Statement covers (i) 95,000 additional shares of Common Stock, par value $.01 per share, and the associated preferred share purchase rights attached thereto (the "Common Stock") of Tenneco Inc. (the "Company"), which may be offered or sold from time to time pursuant to the Tenneco Thrift Plan for Hourly Employees ("Hourly Thrift Plan") and (ii) 300,000 additional shares of Common Stock, which may be offered or sold from time to time pursuant to the Tenneco Thrift Plan ("Salaried Thrift Plan"). The Company previously registered the issuance of (i) 62,000 shares of Common Stock in connection with the Hourly Thrift Plan, (ii) 400,000 shares of Common Stock in connection with the Salaried Thrift Plan, (iii) 64,000 shares of Common Stock in connection with the Tenneco Packaging 401(k) Savings Plan and (iv) 2,100 shares of Common Stock in connection with the Tenneco 401(k) Savings Plan for Chippewa Falls on its Registration Statement on Form S-8 (Registration No. 333-17487) as filed with the Securities and Exchange Commission on December 11, 1996. This Registration Statement also covers an indeterminate amount of interests to be offered or sold under the Hourly Thrift Plan and the Salaried Thrift Plan. The contents of Registration Statement No. 333-17487 are incorporated by reference herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b) The Company's Current Reports on Form 8-K dated March 27, 1997, April 25, 1997 and April 29, 1997 and its Current Report on Form 8-K/A dated February 24, 1997; (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (d) The description of the Common Stock included in the Company's Registration Statement on Form 10, Registration No. 1-12387, originally filed with the Commission on October 30, 1996, as amended; and (e) The Annual Report for the fiscal year ended December 31, 1995 for the Salaried Thrift Plan on Form 11-K filed with the Commission by the Company (File No. 1-9864). In addition to the foregoing, all documents subsequently filed by the Company, the Hourly Thrift Plan or the Salaried Thrift Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been issued or which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters regarding the Common Stock offered hereby will be passed upon for the Company by Theodore R. Tetzlaff, General Counsel of the Company. As of April 30, 1997, Mr. Tetzlaff beneficially owned 87,623 shares of Common Stock (including options to purchase 44,118 shares of 1 Common Stock, which options were either exercisable as of such date or exercisable within 60 days of such date). ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement: *4.1 -- Restated Certificate of Incorporation of the Company. *4.2 -- Amended and Restated By-laws of the Company. *4.3 -- Rights Agreement, dated as of December 11, 1996, by and between Tenneco Inc. (formerly New Tenneco Inc.) and First Chicago Trust Company of New York, as Rights Agent. **4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common Stock. 5.1 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of the Common Stock being registered. 15 -- None. 23.1 -- Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5). 23.2 -- Consents of Arthur Andersen LLP. 24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, W. Michael Blumenthal, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B. McCoy, Sir David Plastow, William L. Weiss and Clifton R. Wharton, Jr. 99 -- None.
- ------------------------ * Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. ** Incorporated by reference to the Company's Registration Statement on Form 10, File No. 1-12387, originally filed with the Commission on October 30, 1996, as amended. The Company will submit or has submitted the Hourly Thrift Plan and the Salaried Thrift Plan, and hereby undertakes to submit any amendments thereto, to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify said Hourly Thrift Plan and Salaried Thrift Plan. 2 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on this 16th day of May, 1997. TENNECO INC. By /s/ DANA G. MEAD ----------------------------------------- Dana G. Mead CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------ -------------------------- ------------------- /s/ DANA G. MEAD - ------------------------------ Principal Executive May 16, 1997 Dana G. Mead Officer and Director /s/ ROBERT T. BLAKELY - ------------------------------ Principal Financial and May 16, 1997 Robert T. Blakely Accounting Officer Mark Andrews, W. Michael Directors Blumenthal, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B. McCoy, Sir David Plastow, William L. Weiss, Clifton R. Wharton, Jr.
By: /s/ THEODORE R. TETZLAFF ------------------------- May 16, 1997 Theodore R. Tetzlaff ATTORNEY-IN-FACT
SIGNATURES THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the Committee appointed under each of the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on this 16th day of May, 1997. TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES TENNECO THRIFT PLAN By /s/ DANA G. MEAD ----------------------------------------- Dana G. Mead CHAIRMAN OF TENNECO INC. BENEFITS COMMITTEE EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------- --------------------------------------------------------------------------------------------------------- *4.1 -- Restated Certificate of Incorporation of the Company. *4.2 -- Amended and Restated By-laws of the Company. *4.3 -- Rights Agreement, dated as of December 11, 1996, by and between Tenneco Inc. (formerly New Tenneco Inc.) and First Chicago Trust Company of New York, as Rights Agent. **4.4 -- Form of Specimen Stock Certificate of Tenneco Inc. Common Stock. 5.1 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of the Common Stock being registered. 15 -- None. 23.1 -- Consent of Theodore R. Tetzlaff, Esq. (included in Exhibit 5). 23.2 -- Consents of Arthur Andersen LLP. 24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, W. Michael Blumenthal, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B. McCoy, Sir David Plastow, William L. Weiss and Clifton R. Wharton, Jr. 99 -- None.
- ------------------------ * Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. ** Incorporated by reference to the Company's Registration Statement on Form 10, File No. 1-12387, originally filed with the Commission on October 30, 1996, as amended. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 May 16, 1997 Tenneco Inc. 1275 King Street Greenwich, CT 06831 Re: Tenneco Thrift Plan for Hourly Employees and Tenneco Thrift Plan Ladies and Gentlemen: As General Counsel of Tenneco Inc., a Delaware corporation (the "Company"), I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed under the Securities Act of 1933, as amended (the "Act"), on or about the date of this letter to register 395,000 additional shares of common stock, par value $.01 per share, including the associated preferred share purchase rights ( the "Shares") of the Company which may from time to time be offered or sold by the Company in connection with the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan (collectively, the "Plans"). I am familiar with the Registration Statements and the exhibits thereto. I, or attorneys under my supervision, have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments as I have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact relevant to this opinion, I have relied upon certificates or written statements from officers and other appropriate representatives of the Company and its subsidiaries or public officials. In all such examinations I have assumed the genuineness of all signatures, the authority to sign and the authenticity of all documents submitted to me as originals. I have also assumed the conformity of originals of all documents submitted to me as copies. Based upon and subject to the foregoing, I am of the opinion that the Shares that will be originally issued under the Plans have been duly authorized and, when issued pursuant to and in accordance with the Plans, will be legally issued, fully paid and non-assessable. I hereby consent to the use of my name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ THEODORE R. TETZLAFF EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENTS OF INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC. As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 17, 1997, included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. ARTHUR ANDERSEN LLP Houston, Texas May 16, 1997 INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO THRIFT PLAN As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated April 29, 1996, included in the Annual Report of the Tenneco Thrift Plan on Form 11-K for the year ended December 31, 1995. ARTHUR ANDERSEN LLP Houston, Texas May 16, 1997 EX-24.1 4 EXHIBIT 24.1 EXHIBIT 24.1 TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ MARK ANDREWS -------------------------------------- Mark Andrews TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ W. MICHAEL BLUMENTHAL -------------------------------------- W. Michael Blumenthal TENNECO INC. POWER OF ATTORNEY The undersigned, in her capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, her true and lawful attorneys, or attorney, to execute in her name, place and stead, in her capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ M. KATHRYN EICKHOFF -------------------------------------- M. Kathryn Eickhoff TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ PETER T. FLAWN -------------------------------------- Peter T. Flawn TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ HENRY U. HARRIS, JR. -------------------------------------- Henry U. Harris, Jr. TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ BELTON K. JOHNSON -------------------------------------- Belton K. Johnson TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ JOHN B. MCCOY -------------------------------------- John B. McCoy TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ DAVID PLASTOW -------------------------------------- Sir David Plastow TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ CLIFTON R. WHARTON, JR. -------------------------------------- Clifton R. Wharton, Jr. TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute in his name, place and stead, in his capacity as a Director of said Company, a Registration Statement on Form S-8 for the registration of additional shares of Tenneco Inc. common stock and interests under the Tenneco Thrift Plan for Hourly Employees and the Tenneco Thrift Plan, and any and all amendments and post-effective amendments to said Registration Statement, and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 16th day of May, A.D. 1997. /s/ WILLIAM L. WEISS -------------------------------------- William L. Weiss -----END PRIVACY-ENHANCED MESSAGE-----