EXHIBIT 99.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TENNECO INC. WITH AND INTO TENNECO AUTOMOTIVE INC.
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Pursuant to Section 253
of the General Corporation Law of the State of Delaware
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TENNECO AUTOMOTIVE INC., a Delaware corporation (the "Company"), does
hereby certify to the following facts relating to the merger (the "Merger") of
TENNECO INC., a Delaware corporation (the "Subsidiary"), with and into the
Company, with the Company remaining as the surviving corporation.
FIRST: The Company is incorporated pursuant to the General Corporation
Law of the State of Delaware (the "DGCL"). The Subsidiary is incorporated
pursuant to the DGCL.
SECOND: The Company owns all of the outstanding shares of each class of
capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following
resolutions duly adopted on October 5, 2005, determined to merge the Subsidiary
with and into the Company pursuant to Section 253 of the DGCL:
WHEREAS, the Company intends to form a subsidiary to be named Tenneco
Inc., all of the outstanding shares of the capital stock of which will be
owned by the Company (the "Subsidiary"); and
WHEREAS, the Board of Directors of the Company has deemed it advisable
that, following incorporation of the Subsidiary, the Subsidiary be merged
with and into the Company pursuant to Section 253 of the General Corporation
Law of the State of Delaware.
NOW, THEREFORE, BE IT RESOLVED, that (i) the Subsidiary be incorporated
in the State of Delaware, and (ii) at such time following said incorporation
as any officer deems advisable, the Subsidiary be merged with and into the
Company (the "Merger"); and it is further
RESOLVED, that by virtue of the Merger and without any action on the
part of the holder thereof, each then outstanding share of common stock of
the Company shall remain unchanged and continue to remain outstanding as one
share of common stock of the Company, held by the person who was the holder
of such share of common stock of the Company immediately prior to the
Merger; and it is further
RESOLVED, that by virtue of the Merger and without any action on the
part of the holder thereof, each then outstanding share of common stock of
the Subsidiary shall be canceled and no consideration shall be issued in
respect thereof; and it is further
RESOLVED, that pursuant to and at the effective time of the Merger, the
name of the Company shall be changed to "Tenneco Inc." (the "Name Change")
by deleting Article First of the Restated Certificate of Incorporation of
the Company, as amended, and inserting in lieu thereof a new Article First
to read as follows:
FIRST: The name of the corporation is Tenneco Inc.
RESOLVED, that pursuant to the Merger, the name of the Company shall be
changed to "Tenneco Inc." on the form of certificate of common stock of the
Company, but such form of certificate shall remain identical and unchanged
in all other respects to the current form of certificate of common stock of
the Company; and it is further
RESOLVED, that the name on the corporate seal of the Company shall be
changed to "Tenneco Inc." but such seal shall remain identical and unchanged
in all other respects to the current corporate seal of the Company; and it
is further
RESOLVED, that the proper officers of the Company be and they hereby
are authorized and directed to make, execute and acknowledge, in the name
and on behalf of the Company, a certificate of ownership and merger for the
purpose of effecting the Merger and to file the same in the office of the
Secretary of State of the State of Delaware, and to do all other acts and
things that may be necessary to carry out and effectuate the purpose and
intent of the resolutions relating to the Merger and the Name Change; and it
is further
RESOLVED, that any and all acts or actions relating to the matters set
forth in the foregoing resolutions taken by or on behalf of any of the
officers of the Company, which acts would have been approved by the
foregoing resolutions except that such acts were taken prior to the date of
these resolutions, be, and hereby are, ratified, confirmed and approved as
the acts or actions of the Company.
FOURTH: The Company shall be the surviving corporation of the Merger.
The name of the surviving corporation shall be amended in the Merger to be
"Tenneco Inc."
FIFTH: The Restated Certificate of Incorporation of the Company, as
amended, as in effect immediately prior to the effective time of the Merger
shall be amended by deleting Article First and inserting in lieu thereof a new
Article First to read "FIRST: The name of the corporation is Tenneco Inc.," and,
as so amended, shall be the Restated Certificate of Incorporation of the
surviving corporation.
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This Certificate of Ownership and Merger shall be effective at 8:00
A.M. (Eastern Time), October 28, 2005.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officer this 27th day
of October, 2005.
TENNECO AUTOMOTIVE INC.
By: /s/ Timothy R. Donovan
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Name: Timothy R. Donovan
Title: Executive Vice President-Strategy
and Business Development and
General Counsel
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