1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q/A (AMENDMENT NO. 1) (mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-12387 --------------------------- TENNECO INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0515284 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1275 KING STREET, GREENWICH, CT 06831 (Address of principal executive (Zip Code) offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 863-1000 ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, par value $.01 per share: 170,409,064 shares as of June 30, 1999. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Tenneco Inc. (the "Company" or the "Registrant") hereby amends Item 4 of its Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as follows: ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS The Annual Meeting of Shareowners of the Company was held on May 11, 1999. The following matters were voted upon at the meeting and the votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as to each such matter is also included: (a) Elections of directors for a term to expire at the year 2002 Annual Meeting of Shareowners: FOR WITHHELD ----------- --------- Sir David Plastow..................................... 143,386,811 7,277,866 Paul T. Stecko........................................ 146,580,861 4,083,836 (b) To approve the appointment of Arthur Andersen LLP as independent public accountants for Tenneco Inc. for the year 1999: FOR AGAINST ABSTAINED BROKER NON-VOTE - ----------- --------- --------- --------------- 148,996,255 1,120,390 583,699 -0- (c) To approve of a stockholder proposal to establish the annual elections of directors whereby directors would be elected annually and not by classes: FOR AGAINST ABSTAINED BROKER NON-VOTE - ----------- --------- --------- --------------- 80,473,124 55,265,742 1,758,134 13,203,344 3 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 thereunto duly authorized. TENNECO INC. By: /s/ ROBERT T. BLAKELY ------------------------------------ Robert T. Blakely Executive Vice President and Chief Financial Officer Date: September 10, 1999 3