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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
REGISTRATION NO. 333-17487
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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TENNECO 401(K) SAVINGS PLAN FOR CHIPPEWA FALLS
(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)
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REMOVAL OF SHARES FROM REGISTRATION
This Post-Effective Amendment No. 2 to Registration Statement No. 333-17487
("Amendment") is being filed by Tenneco Inc. (formerly known as New Tenneco
Inc.) (the "Registrant") for the purpose of removing from registration under the
Securities Act of 1933, as amended, 2,100 shares (the "Unissued Shares") of the
Registrant's Common Stock, par value $.01 per share, and the associated
preferred share purchase rights attached thereto ("Common Stock"), previously
registered for issuance under the Tenneco 401(k) Savings Plan for Chippewa Falls
(the "Chippewa Plan"). Effective as of December 31, 1997, the Chippewa Plan
merged ("Merger") with and into the Tenneco Thrift Plan for Hourly Employees
("Hourly Thrift Plan") and thus, after such date, no shares of Common Stock will
be issued pursuant to the Chippewa Plan.
Accordingly, Registration Statement No. 333-17487 is hereby amended to
remove from registration 2,100 shares of Common Stock of the Registrant
originally covered by such Registration Statement for issuance under the
Chippewa Plan. This Amendment does not affect the registration of: (i) the other
462,000 shares of Common Stock registered under Registration Statement No.
333-17487 for issuance under the Hourly Thrift Plan and the Tenneco Thrift Plan
("Salaried Thrift Plan"); (ii) the 395,000 shares of Common Stock registered
under Registration Statement No. 333-27281 for issuance under the Salaried
Thrift Plan and the Hourly Thrift Plan; (iii) the 64,000 shares of Common Stock
registered in connection with the merger of the Tenneco Packaging 401(k) Savings
Plan with and into the Hourly Thrift Plan under Registration Statement No.
333-27279; (iv) the 5,000 shares of Common Stock registered in connection with
the merger of the Clevite Bargaining Unit Investment Plan with and into the
Hourly Thrift Plan and the merger of the Pullman Employees Investment Plan with
and into the Salaried Thrift Plan under Registration Statement No. 333-30933;
(v) the 2,100 shares of Common Stock registered for issuance under the Hourly
Thrift Plan in connection with the Merger of the Chippewa Plan with and into the
Hourly Thrift Plan under Registration Statement No. 333-41537; or (vi) the
710,000 shares of Common Stock registered under Registration Statement No.
333-48777 for issuance under the Salaried Thrift Plan and Hourly Thrift Plan.
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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
Post-Effective Amendment No. 2 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenwich,
State of Connecticut, on this 31st day of March, 1998.
TENNECO INC.
By /s/ DANA G. MEAD
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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 indicated on this 31st day of March, 1998.
SIGNATURE TITLE
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/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, W. Michael Blumenthal, Directors
M. Kathryn Eickhoff, Peter T. Flawn,
Henry U. Harris, Jr., Belton K. Johnson,
Sir David Plastow, William L. Weiss,
Clifton R. Wharton, Jr.
By: /s/ THEODORE R. TETZLAFF
- ----------------------------------------------------
Theodore R. Tetzlaff
Attorney-in-fact
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under the Tenneco 401(k) Savings Plan for Chippewa Falls has
duly caused this Post-Effective Amendment No. 2 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Greenwich, State of Connecticut, on this 31st day of March, 1998.
TENNECO 401(K) SAVINGS PLAN FOR
CHIPPEWA FALLS
By /s/ DANA G. MEAD
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Dana G. Mead
Chairman of Tenneco Inc.
Benefits Committee