-----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, JS7yWdA3lx+JNhYAJ9rUGV5iXS+yvxIuEzIQ1VHV8Dhj4uUzL0hWsMrP0rbvj4EH 4ZRRZK9ArzweiP2dQuokOg== 0000950137-97-001194.txt : 19970329 0000950137-97-001194.hdr.sgml : 19970329 ACCESSION NUMBER: 0000950137-97-001194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970324 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970328 SROS: CBOE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 97566211 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 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 1997 ---------------- TENNECO INC. (Exact name of registrant specified in its charter) DELAWARE 1-12387 76-0515284 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1275 KING STREET GREENWICH, CONNECTICUT 06831 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 863-1000 ---------------- 2 ITEM 5. OTHER EVENTS. On March 21, 1997, Tenneco Inc. (the "Company") entered into a definitive agreement to purchase the protective and flexible packaging division of NV Koninklijke KNP BT, a Dutch distribution, paper and packaging firm, for approximately $375 million. The acquisition is expected to close by the end of April, subject to, among other things, European Union regulatory approval. A copy of the News Release issued by the Company on March 24, 1997 concerning its signing of the definitive agreement is attached as an Exhibit to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99 NEWS RELEASE issued March 24, 1997 by Tenneco Inc. announcing that Tenneco Inc. signed a definitive agreement to purchase the protective and flexible packaging division of NV Koninklijke KNP BT for approximately $375 million. -2- 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 News Release issued March 24, 1997 by Tenneco Inc. announcing that Tenneco Inc. signed a definitive agreement to purchase the protective and flexible packaging division of NV Koninklijke KNP BT for approximately $375 million. 4 SIGNATURES 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 hereunto duly authorized. TENNECO INC. DATE: March 27, 1997 By: /s/ Karl A. Stewart --------------------- Karl A. Stewart Vice President and Secretary -3- EX-99 2 NEWS RELEASE 1 EXHIBIT 99 [TENNECO LOGO] NEWS RELEASE Contact: Warren Hazelton, Tenneco Packaging, 847-492-6968 Mike Bazinet, 203-863-1073 TENNECO ACQUIRES PROTECTIVE AND FLEXIBLE PACKAGING OPERATIONS OF KNP BT FOR $375 MILLION (USD) GREENWICH, Conn., March 24, 1997 - Tenneco announced today that it has signed a definitive agreement to purchase the protective and flexible packaging division of NV Koninklijke KNP BT (KNP BT), a Dutch distribution, paper and packaging firm, for approximately USD $375 million. The business will be part of Tenneco Packaging. The acquisition consists of a protective packaging business with operations in Europe and North America and a European flexible packaging business. The combined operations accounted for $542 million (USD) in 1996 sales and employ approximately 3,000 worldwide. "With this purchase, we more than double Tenneco Packaging's sales in Europe and we establish a significant presence in two additional growth segments of the packaging business," said Dana G. Mead, chairman and CEO of Tenneco. "This acquisition came at the right price, is an excellent strategic fit, and will immediately contribute to net income. It also helps offset the cyclicality inherent in the containerboard portion of our packaging business." The acquisition is expected to close by the end of April, subject to European Union regulatory approval. "Acquiring this part of KNP BT makes us a leader in protective packaging in both the U.S. and Europe and positions us for global growth serving such major industries as health care, electronics and auto parts," said Paul T. Stecko, chief operating officer, Tenneco. "Protective packaging will be a primary growth platform for Tenneco Packaging. This is great news for our customers, both in the U.S. and in Europe, because it broadens our already diverse product line and enables us to offer them an even wider range of packaging solutions." The protective packaging unit's products include air-cushion plastic packaging, polyethylene foam sheets and planks, paper-based cushioning materials and padded mailers. The flexible packaging group produces printed plastic and paper packaging for detergents, hygienic paper products and food, as well as medical packaging. Tenneco's new European protective packaging operations are located in the Netherlands, Belgium, Germany, France and Poland, with two facilities each in Italy and the UK. The unit includes the North American subsidiary Astro-Valcour Inc. (AVI) with nine locations in the U.S. and one in Canada. There are four flexible packaging operations in Germany and one in Egypt. (See attached map) -more- 2 -2- In the last two years, Tenneco has made approximately $1.6 billion in specialty packaging acquisitions, having purchased the Mobil Plastics operation in 1995, Amoco Foam Products in 1996, and Delyn Plastics and Penlea in the UK, also in 1995. Tenneco Packaging is one of the world's leading manufacturers of packaging and related products. The company's paperboard businesses focus on value-added corrugated packaging, folding cartons and containerboard, as well as specialty products such as point-of-purchase displays and kraft honeycomb products. Its specialty businesses are market leaders in food containers and packaging made from aluminum foil, clear plastic, polystyrene foam, molded fiber and pressed paperboard, as well as polyethylene bags and industrial stretch wrap. Consumer products include Hefty(R) trash bags, Hefty OneZip(R) and Baggies(R) food storage bags, E-Z Foil(R) single-use cookware and Diamond(R) tableware. Tenneco is a $7 billion global manufacturing company headquartered in Greenwich, Conn., with 45,000 employees worldwide. The company also has significant automotive parts manufacturing operations and is one of the world's leading producers and marketers of ride control products and exhaust systems, which carry the Monroe(R) and Walker(R) brand names. * * * Tenneco press releases, stock quotes and additional information about the company are available 24 hours a day, seven days a week through Company News on Call, a service of PR Newswire. To access via the Internet, go to: http://www.prnewswire.com/cnoc. Press releases are also available at no charge via fax: Dial 1-800-758-5805 and input extension 113062. 3 [EUROPEAN MAP] INTERNATIONAL LOCATIONS --------------------------------- * PROTECTIVE: KNP PLASTIC PACKAGING DIVISION - 8 manufacturing locations in 7 Employees: 3,000 countries - 11 distribution centers Annual Sales: $542 million(US) in UK - - FLEXIBLE: PROTECTIVE PACKAGING PRODUCTS: - 4 manufacturing Air-cushion plastic packaging locations in Germany polyethylene foam sheets and - 1 manufacturing planks paper-based cushioning location in Egypt materials, padded mailers. FLEXIBLE PACKAGING PRODUCTS Printed plastic and paper packaging for detergents, hygienic paper products, food and medical packaging. --------------------------------- DOMESTIC LOCATIONS [ US MAP] PROTECTIVE PACKAGING: - 10 manufacturing locations - 5 warehouse facilities - Headquarters in Glens Falls, NY -----END PRIVACY-ENHANCED MESSAGE-----