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

                               SEPTEMBER 27, 1999

                       (DATE OF EARLIEST EVENT REPORTED)

                                  TENNECO INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                          STATE OR OTHER JURISDICTION
                               OF INCORPORATION)

                                    1-12387
                            (COMMISSION FILE NUMBER)

                                   76-0515284
                                 (IRS EMPLOYER
                             IDENTIFICATION NUMBER)

                 1275 KING STREET, GREENWICH, CONNECTICUT 06831

                       (ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)                                       (ZIP CODE)

                                 (203) 863-1000

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   2

ITEM 5. OTHER EVENTS.

     On September 27, 1999, Tenneco Inc. announced the commencement of the
offering of $500,000,000 of Senior Subordinated Notes in connection with the
planned spin-off of Tenneco Packaging and the separation of Tenneco Packaging
and Tenneco Automotive in the fall of 1999. The announcement was contained in a
press release, a copy of which is filed under Item 7 as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)       EXHIBITS. The following exhibit is filed with this Report on Form 8-K:

99.1      Press Release dated September 27, 1999
   3

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Tenneco Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          TENNECO INC.

                                          By:     /s/ ROBERT T. BLAKELY

                                            ------------------------------------
                                            Robert T. Blakely
                                            Executive Vice President and
                                            Chief Financial Officer

October 6, 1999

EX-99.1

   1
                                                                    EXHIBIT 99.1


Media Contact:               Neil Geary  (203) 863-1073
Investor Relations Contact:  Stan March  (203) 863-1117


             TENNECO COMMENCES HIGH YIELD OFFERING OF $500,000,000
                IN PLAN TO REALIGN DEBT AS SEPARATION OF TENNECO
                   AUTOMOTIVE AND TENNECO PACKAGING PROCEEDS


     GREENWICH, Conn., Sept. 27, 1999 -- Tenneco Inc. (NYSE:TEN) today said it
had commenced its offering of $500,000,000 of Senior Subordinated Notes in
connection with the planned spin-off of Tenneco Packaging and the separation of
Tenneco Packaging and Tenneco Automotive in the fall of 1999.

     The offering is one component of the plan to realign Tenneco's debt before
the spin-off of the packaging business scheduled for this fall. The Notes will
be continuing obligations of the automotive company (and not the packaging
company) and will mature in 2009 with interest payments commencing in 2000.

     Tenneco is offering the notes in reliance upon an exemption from
registration under the Securities Act of 1933 for an offer and sale of
securities that does not involve a public offering. The Notes have not been
registered under the Securities Act and may not be offered or sold by investors
in the United States absent registration or an applicable exemption from
registration. If the spin-off of Tenneco Packaging is not consummated, the
company will redeem the notes in whole. Proceeds from the offering will be held
in escrow until they are released upon satisfaction of various conditions.

     Tenneco is a $6 billion manufacturing company headquartered in Greenwich,
Conn., with 38,000 employees worldwide. Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust systems and
products, which are sold under the Monroe(R) and Walker(R) global brand names.
Among its products are Sensa-Trac(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(TM) performance exhaust
products, and Monroe(R) Clevite(TM) vibration control components. Tenneco
Packaging is among the world's leading and most diversified packaging companies.
Among its products are Hefty(R) trash bags, Hefty OneZip(R) and Baggies(R) food
storage bags, E-Z Foil(R) single-use aluminum cookware and Hexacomb(R) paper
honeycomb products.
   2
Several statements in this press release are forward looking and are identified
by the use of forward looking words and phrases, such as "planned," "plan",
"scheduled," and "will." These forward looking statements are based on the
current expectations of the Company (including its subsidiaries). Because
forward looking statements involve risks and uncertainties, the Company's plans,
actions and actual results could differ materially. Among the factors that could
cause plans, actions and results to differ materially from current expectations
are: (i) the general political, economic and competitive conditions in markets
and countries where the Company and its subsidiaries operate, including currency
fluctuations and other risks associated with operating in foreign countries;
(ii) governmental actions, including the ability to receive regulatory approvals
and the timing of such approvals; (iii) change in capital availability or costs;
(iv) results of analysis regarding plans and strategic alternatives; (v) changes
in consumer demand and prices, including decreases in demand for the Company's
products and the resulting negative impact on its revenues and margins from such
products; (vi) the cost of compliance with changes in regulations, including
environmental regulations; (vii) workforce factors such as strikes or labor
interruptions; (viii) material substitutions and increases in the costs of raw
materials; (ix) the ability of the Company and its subsidiaries to integrate
operations of acquired businesses quickly and in a cost-effective manner; (x)
new technologies; (xi) the ability of the Company, its subsidiaries and those
with whom they conduct business to timely resolve the Year 2000 issue (relating
to potential equipment and computer failures by or at the change of the
century), unanticipated costs of, problems with, or delays in resolving the Year
2000 issue, and the costs and impacts if the Year 2000 issue is not timely
resolved; (xii) changes by the Financing Accounting Standards Board or other
accounting regulatory bodies of authoritative generally accepted accounting
principles or policies; and (xiii) the timing and occurrence (or non-occurrence)
of transactions and events which may be subject to circumstances beyond the
control of the Company and its subsidiaries.