-----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, S9PApAhwehNYNWJZDw+gKoPrC2UmubqrQi35Ra8Qc+QfNBAhlYqy2HOhufna8D11 B6TK4g5pTHnY87Snl6AgEQ== 0000950137-97-003968.txt : 19971208 0000950137-97-003968.hdr.sgml : 19971208 ACCESSION NUMBER: 0000950137-97-003968 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971205 EFFECTIVENESS DATE: 19971205 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: SEC FILE NUMBER: 333-41535 FILM NUMBER: 97732772 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 1996 TENNECO INC. STOCK OWNERSHIP PLAN 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997 REGISTRATION NO. ================================================================================ 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)
------------------------------ 1996 TENNECO INC. STOCK OWNERSHIP PLAN (Full Title of the Plan) 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)........ 33,796 shares $43.22 $1,460,664 $431 ===================================================================================================================
* 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 December 1, 1997. ================================================================================ 2 This Registration Statement covers 33,796 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 under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger (the "Merger") of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock and Restricted Unit Program with and into such Plan. The Merger is expected to take place on or about December 31, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be included herewith. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be included herewith. 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, June 13, 1997 and October 23, 1997 and its Current Report on Form 8-K/A dated February 24, 1997; (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; and (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. In addition to the foregoing, all documents subsequently filed by the Company or the 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 4. DESCRIPTION OF SECURITIES. Not applicable. 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. As of December 1, 1997, Mr. Tetzlaff beneficially owned 121,767 shares of Common Stock (including options to purchase 78,262 shares of Common Stock, which options were either exercisable as of such date or exercisable within 60 days of such date). ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions, allows the advancement of costs of defending against litigation, and permits the Company to purchase insurance on behalf of directors, officers, employees, and agents. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise. The Restated Certificate of Incorporation of the Company (the "Certificate") provides that a director of the Company will not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may thereafter be amended. Based on the DGCL as presently in effect, a director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, which concerns unlawful payments of dividends, stock purchases or redemptions, or (iv) for any transactions from which the director derived an improper personal benefit. While the Certificate provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, the Certificate has no effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care. The provisions of the Certificate described above apply to an officer of the Company only if he or she is a director of the Company and is acting in his or her capacity as director, and do not apply to officers of the Company who are not directors. The Amended and Restated By-laws of the Company (the "By-laws") provide that the Company will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may thereafter be amended, any person (an "Indemnitee") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Indemnitee. The By-laws also provide that, notwithstanding the foregoing, but except as described in the second following paragraph, the Company is required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Company's Board of Directors. The By-laws further provide that the Company will pay the expenses (including attorneys' fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under the relevant section of the By-laws or otherwise. 2 4 Pursuant to the By-laws, if a claim for indemnification or payment of expenses thereunder is not paid in full within 30 days after a written claim therefor by the Indemnitee has been received by the Company, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting such claim. The By-laws provide that, in any such action, the Company will have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law. The By-laws also provide (i) that the rights conferred on any Indemnitee thereby are not exclusive of any other rights which such Indemnitee may have or thereafter acquire under any statute, provision of the Certificate, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise, (ii) that the Company's obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another company, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other company, partnership, joint venture, trust, enterprise or nonprofit enterprise and (iii) that any repeal or modification of the relevant provisions of the By-laws will not adversely affect any right or protection thereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification. The By-laws also expressly state that the provisions thereof will not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action. The Company has purchased insurance which purports to insure the Company against certain costs of indemnification which may be incurred by it pursuant to the foregoing provisions, and to insure the officers and directors of the Company, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their function as such officers and directors except for liabilities resulting from their own malfeasance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 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 -- Consent of Arthur Andersen LLP. 24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, Peter T. Flawn, 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. 3 5 The Company will submit or has submitted the 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 Plan. ITEM 9. UNDERTAKINGS. A. SUBSEQUENT DISCLOSURE. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company, pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. INCORPORATION BY REFERENCE. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. COMMISSION POSITION ON INDEMNIFICATION. The Company hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 6 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 3rd day of December, 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 on this 3rd day of December, 1997.
SIGNATURE TITLE --------- ----- /s/ DANA G. MEAD Principal Executive Officer - ----------------------------------------------------- and Director Dana G. Mead /s/ ROBERT T. BLAKELY Principal Financial and - ----------------------------------------------------- Accounting Officer Robert T. Blakely Mark Andrews, Peter T. Flawn, Belton K. Directors Johnson, John B. McCoy, Sir David Plastow, William L. Weiss, Clifton R. Wharton, Jr. By: /s/ THEODORE R. TETZLAFF - ---------------------------------------------------- Theodore R. Tetzlaff Attorney-in-fact
7 SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Committee appointed under the 1996 Tenneco Inc. Stock Ownership 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 3rd day of December, 1997. 1996 TENNECO INC. STOCK OWNERSHIP PLAN By /s/ DANA G. MEAD ------------------------------------ Dana G. Mead Chairman of Tenneco Inc. Benefits Committee 8 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 -- Consent of Arthur Andersen LLP. 24.1 -- Powers of Attorney of the following Directors of the Company: Mark Andrews, Peter T. Flawn, 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 OPINION OF THEODORE R. TETZLAFF, ESQ. 1 EXHIBIT 5.1 December 3, 1997 Tenneco Inc. 1275 King Street Greenwich, CT 06831 Re: 1996 Tenneco Inc. Stock Ownership Plan Tenneco Inc. Board of Directors Restricted Stock Program, and Tenneco Inc. Board of Directors Restricted Stock and Restricted Unit Program 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 33,796 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 1996 Tenneco Inc. Stock Ownership Plan, giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock and Restricted Unit Program with and into such Stock Ownership Plan (the "Plan"). 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, 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 Plan have been duly authorized and, when issued pursuant to and in accordance with the Plan, 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 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT 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 December 5, 1997 EX-24.1 4 POWERS OF ATTORNEY 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the Merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ PETER T. FLAWN -------------------------------------- Peter T. Flawn 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ BELTON K. JOHNSON -------------------------------------- Belton K. Johnson 4 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ JOHN B. MCCOY -------------------------------------- John B. McCoy 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ DAVID PLASTOW -------------------------------------- Sir David Plastow 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ WILLIAM L. WEISS -------------------------------------- William L. Weiss 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 shares of Tenneco Inc. common stock under the 1996 Tenneco Inc. Stock Ownership Plan (the "Plan"), giving effect to the merger of the Tenneco Inc. Board of Directors Restricted Stock Program and the Tenneco Inc. Board of Directors Restricted Stock And Restricted Unit Program with and into such 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 3rd day of December, A.D. 1997. /s/ CLIFTON R. WHARTON, JR. -------------------------------------- Clifton R. Wharton, Jr. -----END PRIVACY-ENHANCED MESSAGE-----