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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)... JUNE 19, 1996
TENNECO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9864 76-0233548
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
1275 KING STREET, GREENWICH, 06831
CONNECTICUT (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 863-1000
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ITEM 5. OTHER EVENTS
On June 21, 1996, Tenneco Inc. distributed a letter, dated June 19, 1996,
from Dana G. Mead, Chairman and Chief Executive Officer of Tenneco Inc., to
its stockholders regarding, among other things, (i) the announcement of a
definitive agreement to merge its energy business with El Paso Energy
Corporation in a tax free reorganization (the total value of the transaction
to Tenneco shareholders is estimated at approximately $4 billion), (ii) that
the previously announced spinoff of Newport News Shipbuilding and Dry Dock
Company is proceeding and (iii) a new company, that will carry the "Tenneco"
name, consisting of Tenneco Packaging, Tenneco Automotive and Tenneco Business
Services will also be spunoff to the Tenneco Inc. shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99(a) --Letter to Shareowners, dated June 19, 1996, from Dana G. Mead,
Chairman and Chief Executive Officer of Tenneco Inc., regarding, among other
things, Tenneco's announcement of a definitive agreement to merge Tenneco
Energy with El Paso Energy Corporation.
99(b) --Press release issued June 19, 1996, announcing Tenneco has signed a
definitive agreement to merge one of its four operating divisions, Tenneco
Energy, with El Paso Energy Corporation.
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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.
Registrant
By: /s/ M. W. MEYER
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M. W. Meyer, Vice President
and Deputy General Counsel
Date: June 21, 1996
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