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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) November 18, 1996
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Tenneco, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-14009 76-0233548
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1275 King Street
Greenwich, Connecticut 06831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 863-1000
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TENNECO Inc. Form 8-K
Page 2 November 18, 1996
Item 5. OTHER EVENTS
On November 18, 1996, the Registrant sold 6,000,000 shares of 8-1/4%
Cumulative Junior Preferred Stock, Series A to a syndicate of underwriters
managed by Morgan Stanley & Co. Incorporated, under the Registrant's existing
shelf Registration Statement on Form S-3 (file no. 333-14009) dated October 11,
1996, as thereafter amended on October 25, 1996 and November 5, 1996, at a per
share price to the public of $50. The Registration Statement includes the
information contained in the Registrant's Registration Statement on Form S-3
(file no. 333-15909) filed by the Company with the Commission on November 13,
1996 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act").
The Registrant filed the Prospectus Supplement for such shares with the
Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the
Act.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1(a) -- Tenneco Inc. Underwriting Agreement: Standard Provisions
(Junior Preferred Stock) for 8-1/4% Cumulative Junior
Preferred Stock, Series A dated November 12, 1996.
1(b) -- Underwriting Agreement for 8-1/4% Cumulative Junior
Preferred Stock, Series A dated November 12, 1996 by and
between the Registrant and Morgan Stanley & Co.
Incorporated for itself and as the representative of the
several Underwriters named therein.
4 -- Annex I to the Amended and Restated Agreement and Plan
of Merger dated as of June 19, 1996 among El Paso
Natural Gas Company, El Paso Merger Company and Tenneco
Inc.
5 -- Opinion of Theodore R. Tetzlaff, Esq.
8 -- Opinion of Jenner & Block.
23(a) -- The consent of Theodore R. Tetzlaff will be contained
in his opinion to be filed as Exhibit 5 to this Current
Report.
23(b) -- The consent of Jenner & Block will be contained in
their opinion to be filed as Exhibit 8 to this Current
Report.
SIGNATURE
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.
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(REGISTRANT)
By: /s/ Karl A. Stewart
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Karl A. Stewart
Vice President and Secretary
Date: November 18, 1996
TENNECO INC.
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1(a) -- Tenneco Inc. Underwriting Agreement: Standard Provisions
(Junior Preferred Stock) for 8 1/4% Cumulative
Junior Preferred Stock, Series A dated November 12, 1996.
1(b) -- Underwriting Agreement for 8 1/4% Cumulative Junior Preferred
Stock, Series A dated November 12, 1996 by and between the
Registrant and Morgan Stanley & Co. Incorporated for itself and
as the representative of the several Underwriters named
therein.
4 -- Annex I to the Amended and Restated Agreement and Plan of
Merger dated as of June 19, 1996 among El Paso Natural Gas
Company, El Paso Merger Company and Tenneco Inc.
5 -- Opinion of Theodore R. Tetzlaff, Esq.
8 -- Opinion of Jenner & Block.
23(a) -- The consent of Theodore R. Tetzlaff will be contained
in his opinion to be filed as Exhibit 5 to this Current
Report.
23(b) -- The consent of Jenner & Block will be contained in
their opinion to be filed as Exhibit 8 to this Current
Report.