-----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, GB+5IKwE9JCp8CQiCJxT4ULjVyhjpAjt7IS5JQOO9NFAIEQuuQDJqbGRyoXdFWN/ FS31Dve229m3x1EnNImZFw== 0000950137-99-000947.txt : 19990415 0000950137-99-000947.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950137-99-000947 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990414 EFFECTIVENESS DATE: 19990414 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: SEC FILE NUMBER: 333-76261 FILM NUMBER: 99593328 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 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999 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 of (I.R.S. 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).......... 740,000 shares $27.94 $20,675,600 $5,748 - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
* 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 April 12, 1999. NOTE: This Registration Statement carries forward 174,174 shares of Common Stock previously registered on Form S-8 (Registration No. 333-48777) filed with the Commission on March 27, 1998. The filing fee associated with such securities previously paid with the earlier registration statement was $2,209.40. ---------------------------- 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 462,000 shares of Common Stock registered pursuant to Registration Statement No. 333-17487, 395,000 shares of Common Stock registered pursuant to Registration Statement No. 333-27281 and 710,000 shares of Common Stock registered pursuant to Registration Statement No. 333-48777. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Registration Statement covers: (i) 195,000 additional shares of Common Stock, par value $.01 per share, and the associated preferred stock 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) 545,000 additional shares of Common Stock, which may be offered or sold from time to time pursuant to the Tenneco Thrift Plan ("Salaried Thrift Plan"). 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 Company initially registered 62,000 shares of Common Stock for issuance under the Hourly Thrift Plan and 400,000 shares of Common Stock for issuance under the Salaried Thrift Plan on its Registration Statement on Form S-8 (Registration No. 333-17487 filed with the Securities and Exchange Commission on December 11, 1996). The Company subsequently registered an additional 95,000 shares of Common Stock for issuance under the Hourly Thrift Plan and an additional 300,000 shares of Common Stock for issuance under the Salaried Thrift Plan (Registration Statement No. 333-27281 filed May 16, 1997). In connection with the merger of certain plans with and into the Hourly Thrift Plan and the Salaried Thrift Plan, the Company also subsequently registered: (i) an additional 64,000 shares of Common Stock for issuance under the Hourly Thrift Plan (Registration Statement No. 333-27279 filed May 16, 1997); (ii) 4,000 shares of Common Stock for issuance under the Salaried Thrift Plan and 1,000 shares of Common Stock for issuance under the Hourly Thrift Plan (Registration No. 333-30933 filed July 9, 1997); and (iii) an additional 2,100 shares of Common Stock for issuance under the Hourly Thrift Plan (Registration Statement No. 333-41537 filed December 5, 1997). The Company subsequently registered an additional 110,000 shares of Common Stock for issuance under the Hourly Thrift Plan and an additional 600,000 shares of Common Stock for issuance under the Salaried Thrift Plan (Registration Statement No. 333-48777 filed March 27, 1998). The contents of the Registration Statements described above 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, 1998 (File No. 1-12387); (b) 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 (c) The Annual Reports for the fiscal year ended December 31, 1997 for the Salaried Thrift Plan and Hourly Thrift Plan on Form 11-K filed with the Commission by the Company (File No. 1-12387). 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. 1 3 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. At January 31, 1999, Mr. Tetzlaff beneficially owned 148,376 shares of Common Stock (including options to purchase 89,871 shares of 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 or incorporated therein by reference (exhibits designated by an asterisk are filed with this Registration Statement; all other exhibits are incorporated by reference): 4.1(a) -- Restated Certificate of Incorporation of the Company, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(b) -- Certificate of Amendment, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(c) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997 (incorporated herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(d) -- Certificate of Designation of Series B Junior Participating Preferred Stock, dated September 9, 1998 (incorporated herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(e) -- Certificate of Elimination of the Series A Participating Junior Preferred Stock of the Company, dated September 11, 1998 (incorporated herein by reference from Exhibit 3.1(e) of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.2 -- Amended By-Laws of the Company (incorporated herein by reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-12387). 4.3 -- Form of Specimen Stock Certificate of the Company's Common Stock (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.4(a) -- Eighth Supplemental Indenture, dated as of April 28, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated April 23, 1997, File No. 1-12387). 4.4(b) -- Ninth Supplemental Indenture, dated as of April 28, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K dated April 23, 1997, File No. 1-12387). 4.4(c) -- Tenth Supplemental Indenture, dated as of July 16, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated June 11, 1997, File No. 1-12387).
2 4 4.5 -- Registration Rights Agreement, dated as of August 28, 1998, by and between Tenneco Inc. and Dana G. Mead, Theodore R. Tetzlaff, Paul T. Stecko and Robert T. Blakely, not individually but solely as trustees under that certain Tenneco Inc. Rabbi Trust dated as of August 28, 1998 (incorporated herein by reference from Exhibit 4.3(l) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-12387). 4.6 -- Qualified Offer Plan Rights Agreement, dated as of September 9, 1998, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated September 24, 1998, File No. 1-12387). *5 -- 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, Larry D. Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K. Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko, William L. Weiss and Clifton R. Wharton, Jr. 99 -- None.
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. 3 5 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 the 14th day of April, 1999. 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 Officer April 14, 1999 - ----------------------------------------------------- and Director Dana G. Mead /s/ ROBERT T. BLAKELY Principal Financial and April 14, 1999 - ----------------------------------------------------- Accounting Officer Robert T. Blakely Mark Andrews, W. Michael Blumenthal, Larry D. Brady, Directors M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K. Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko, William L. Weiss, Clifton R. Wharton, Jr. By /s/ THEODORE R. TETZLAFF April 14, 1999 - ----------------------------------------------------- Theodore R. Tetzlaff Attorney-in-fact
4 6 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 14th day of April, 1999. TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES TENNECO THRIFT PLAN By /s/ DANA G. MEAD ------------------------------------ Dana G. Mead Chairman of Tenneco Inc. Benefits Committee 5 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1(a) -- Restated Certificate of Incorporation of the Company, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(a) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(b) -- Certificate of Amendment, dated December 11, 1996 (incorporated herein by reference from Exhibit 3.1(c) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(c) -- Certificate of Ownership and Merger, dated July 8, 1997 (incorporated herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-12387). 4.1(d) -- Certificate of Designation of Series B Junior Participating Preferred Stock, dated September 9, 1998 (incorporated herein by reference from Exhibit 3.1(d) of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.1(e) -- Certificate of Elimination of the Series A Participating Junior Preferred Stock of the Company, dated September 11, 1998 (incorporated herein by reference from Exhibit 3.1(e) of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.2 -- Amended By-Laws of the Company (incorporated herein by reference from Exhibit 3.2 of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-12387). 4.3 -- Form of Specimen Stock Certificate of the Company's Common Stock (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 1-12387). 4.4(a) -- Eighth Supplemental Indenture, dated as of April 28, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated April 23, 1997, File No. 1-12387). 4.4(b) -- Ninth Supplemental Indenture, dated as of April 28, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.2 of Tenneco Inc.'s Current Report on Form 8-K dated April 23, 1997, File No. 1-12387). 4.4(c) -- Tenth Supplemental Indenture, dated as of July 16, 1997, to Indenture, dated as of November 1, 1996, between Tenneco Inc. (formerly New Tenneco Inc.) and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated June 11, 1997, File No. 1-12387). 4.5 -- Registration Rights Agreement, dated as of August 28, 1998, by and between Tenneco Inc. and Dana G. Mead, Theodore R. Tetzlaff, Paul T. Stecko and Robert T. Blakely, not individually but solely as trustees under that certain Tenneco Inc. Rabbi Trust dated as of August 28, 1998 (incorporated herein by reference from Exhibit 4.3(l) of Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-12387). 4.6 -- Qualified Offer Plan Rights Agreement, dated as of September 9, 1998, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference from Exhibit 4.1 of Tenneco Inc.'s Current Report on Form 8-K dated September 24, 1998, File No. 1-12387). *5 -- Opinion of Theodore R. Tetzlaff, Esq. as to the legality of the Common Stock being registered.
8
EXHIBIT NUMBER DESCRIPTION ------- ----------- 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, Larry D. Brady, M. Kathryn Eickhoff, Henry U. Harris, Jr., Belton K. Johnson, Sir David Plastow, Roger B. Porter, Paul T. Stecko, William L. Weiss and Clifton R. Wharton, Jr. 99 -- None.
EX-5 2 OPINION OF T.R. TETZLAFF 1 EXHIBIT 5 April 14, 1999 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 740,000 additional shares of common stock, par value $.01 per share, including the associated preferred stock 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 Statement 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 certificates and instruments as I have deemed necessary or advisable for the purpose of rendering this opinion. 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 CONSENTS OF ARTHUR ANDERSEN 1 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, 1999, included in Tenneco Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. ARTHUR ANDERSEN LLP Houston, Texas April 14, 1999 INDEPENDENT PUBLIC ACCOUNTANTS FOR THE TENNECO THRIFT PLAN As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated June 15, 1998, included in the Annual Report of the Tenneco Thrift Plan on Form 11-K for the year ended December 31, 1997. ARTHUR ANDERSEN LLP Houston, Texas April 14, 1999 INDEPENDENT PUBLIC ACCOUNTANTS FOR THE TENNECO THRIFT PLAN FOR HOURLY EMPLOYEES As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated June 15, 1998, included in the Annual Report of the Tenneco Thrift Plan for Hourly Employees on Form 11-K for the year ended December 31, 1997. ARTHUR ANDERSEN LLP Houston, Texas April 14, 1999 EX-24.1 4 POWERS OF ATTORNEY 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 9th day of March, A.D. 1999. /s/ MARK ANDREWS -------------------------------------- Mark Andrews 2 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 9th day of March, A.D. 1999. /s/ W. MICHAEL BLUMENTHAL -------------------------------------- W. Michael Blumenthal 3 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 9th day of March, A.D. 1999. /s/ LARRY D. BRADY -------------------------------------- Larry D. Brady 4 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 9th day of March, A.D. 1999. /s/ M. KATHRYN EICKHOFF -------------------------------------- M. Kathryn Eickhoff 5 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 9th day of March, A.D. 1999. /s/ HENRY U. HARRIS, JR. -------------------------------------- Henry U. Harris, Jr. 6 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 9th day of March, A.D. 1999. /s/ BELTON K. JOHNSON -------------------------------------- Belton K. Johnson 7 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 9th day of March, A.D. 1999. /s/ DAVID PLASTOW -------------------------------------- Sir David Plastow 8 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 9th day of March, A.D. 1999. /s/ ROGER B. PORTER -------------------------------------- Roger B. Porter 9 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 9th day of March, A.D. 1999. /s/ PAUL T. STECKO -------------------------------------- Paul T. Stecko 10 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 9th day of March, A.D. 1999. /s/ WILLIAM L. WEISS -------------------------------------- William L. Weiss 11 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 9th day of March, A.D. 1999. /s/ CLIFTON R. WHARTON, JR. -------------------------------------- Clifton R. Wharton, Jr. -----END PRIVACY-ENHANCED MESSAGE-----