-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T83hIQJ0HPgh3ouJJdphq3D7u8J0IlYBRi3DQXZKh7kfup8OK5fYcyU2F80ZkJ7L O1t/p+bU9sg/qHiluj2hkQ== 0000950131-96-005544.txt : 19961108 0000950131-96-005544.hdr.sgml : 19961108 ACCESSION NUMBER: 0000950131-96-005544 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW TENNECO INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 96655970 BUSINESS ADDRESS: STREET 1: 1275 KING STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2038631000 MAIL ADDRESS: STREET 1: 1010 MILAM STREET STREET 2: ROOM T 2560B CITY: HOUSTON STATE: TX ZIP: 77002 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW TENNECO INC. (to be renamed Tenneco Inc.) (Exact name of registrant as specified in its charter) DELAWARE 76-0515284 - -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 1275 KING STREET, GREENWICH, CT 06831 - -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [X] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ $300,000,000 Aggregate Principal New York Stock Exchange Amount of 6.70% Notes due December 15, 2005 $300,000,000 Aggregate Principal New York Stock Exchange Amount of 7.45% Debentures due December 15, 2025 $500,000,000 Aggregate Principal New York Stock Exchange Amount of 8.075% Notes due October 1, 2002 $250,000,000 Aggregate Principal New York Stock Exchange Amount of 8.20% Notes due November 15, 1999 $150,000,000 Aggregate Principal New York Stock Exchange Amount of 9.20% Debentures due November 15, 2012 $200,000,000 Aggregate Principal New York Stock Exchange Amount of 10.075% Notes due February 1, 2001 $250,000,000 Aggregate Principal New York Stock Exchange Amount of 10.20% Debentures due March 15, 2008 (Regular Way and When Issued) Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered - ------ ------------------------------------------------------- The information called for by this item is incorporated herein by reference to information set forth under the caption "Description of the New Securities" in the Registrant's Prospectus and Consent Solicitation (the "Prospectus") included in the Registrant's Registration Statement on Form S-4 (File No. 333-14003), filed October 11, 1996 with the Securities and Exchange Commission (the "Commission"), as amended, pursuant to the Securities Act of 1933, as amended (the "Securities Act"), as amended by the form of the Prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act. Such Prospectus is incorporated herein by reference. -2- Item 2. Exhibits - ------ -------- Exhibit No. Description of Exhibit - ----------- ---------------------------------------------------------------- 1. Certificate of Incorporation of the Registrant, as currently in effect (incorporated herein by reference from Exhibit 3.1 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 2. Form of Restated Certificate of Incorporation of the Registrant to be adopted by the Registrant (incorporated herein by reference from Exhibit 3.2 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 3. By-laws of the Registrant as currently in effect (incorporated herein by reference from Exhibit 3.3 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 4. Form of Amended and Restated By-laws to be adopted by the Registrant (incorporated herein by reference from Exhibit 3.4 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 5. Indenture, dated as of November 1, 1996, between the Registrant and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 6. Form of First Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 10.20% Debentures due March 15, 2008, including the form of Debenture certificate (incorporated herein by reference from Exhibit 4.2 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 7. Form of Second Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 6.70% Notes due December 15, 2005, including the form of Note certificate (incorporated herein by reference from Exhibit 4.3 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). -3- 8. Form of Third Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 7.45% Debentures due December 15, 2025, including the form of Debenture certificate (incorporated herein by reference from Exhibit 4.4 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 9. Form of Fourth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 9.20% Debentures due November 15, 2012, including the form of Debenture certificate (incorporated herein by reference from Exhibit 4.5 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 10. Form of Fifth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 8.075% Notes due October 1, 2002, including the form of Note certificate (incorporated herein by reference from Exhibit 4.6 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 11. Form of Sixth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 8.20% Notes due November 15, 1999, including the form of Note certificate (incorporated herein by reference from Exhibit 4.7 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 12. Form of Seventh Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 10.075% Notes due February 1, 2001, including the form of Note certificate (incorporated herein by reference from Exhibit 4.8 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 13. Form of Global Certificate representing the 10.20% Debentures due March 15, 2008 (incorporated herein by reference from Exhibit 4.9 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 14. Form of Global Certificate representing the 6.70% Notes due December 15, 2005 (incorporated herein by reference from Exhibit 4.10 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 15. Form of Global Certificate representing the 7.45% Debentures due December 15, 2025 (incorporated herein by reference from Exhibit 4.11 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 16. Form of Global Certificate representing the 9.20% Debentures due November 15, 2012 (incorporated herein by reference from Exhibit 4.12 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 17. Form of Global Certificate representing the 8.075% Notes due October 1, 2002 (incorporated herein by reference from Exhibit 4.13 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 18. Form of Global Certificate representing the 8.20% Notes due November 15, 1999 (incorporated herein by reference from Exhibit 4.14 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 19. Form of Global Certificate representing the 10.075% Notes due February 1, 2001 (incorporated herein by reference from Exhibit 4.15 of Registrant's Registration Statement on Form S-4, File No. 333-14003). -4- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. New Tenneco Inc. By: /s/ Dana G. Mead ------------------------------------- Dana G. Mead Chairman Dated: November 7, 1996 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM 8-A Exhibit No. Description of Exhibit - ----------- ---------------------------------------------------------------- 1. Certificate of Incorporation of the Registrant, as currently in effect (incorporated herein by reference from Exhibit 3.1 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 2. Form of Restated Certificate of Incorporation of the Registrant to be adopted by the Registrant (incorporated herein by reference from Exhibit 3.2 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 3. By-laws of the Registrant as currently in effect (incorporated herein by reference from Exhibit 3.3 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 4. Form of Amended and Restated By-laws to be adopted by the Registrant (incorporated herein by reference from Exhibit 3.4 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 5. Indenture, dated as of November 1, 1996, between the Registrant and The Chase Manhattan Bank, as Trustee (incorporated herein by reference from Exhibit 4.1 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 6. Form of First Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 10.20% Debentures due March 15, 2008, including the form of Debenture certificate (incorporated herein by reference from Exhibit 4.2 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). 7. Form of Second Supplemental Indenture between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 6.70% Notes due December 15, 2005, including the form of Note certificate (incorporated herein by reference from Exhibit 4.3 of Registrant's Registration Statement on Form S-4, File No. 333- 14003). -6- 8. Form of Third Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 7.45% Debentures due December 15, 2025 (incorporated herein by reference from Exhibit 4.4 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 9. Form of Fourth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 9.20% Debentures due November 15, 2012 (incorporated herein by reference from Exhibit 4.5 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 10. Form of Fifth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 8.075% Notes due October 1, 2002 (incorporated herein by reference from Exhibit 4.6 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 11. Form of Sixth Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 8.20% Notes due November 15, 1999 (incorporated herein by reference from Exhibit 4.7 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 12. Form of Seventh Supplemental Indenture, between the Registrant and The Chase Manhattan Bank, as Trustee, relating to the 10.075% Notes due February 1, 2001 (incorporated herein by reference from Exhibit 4.8 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 13. Form of Global Certificate representing the 10.20% Debentures due March 15, 2008. (incorporated herein by reference from Exhibit 4.9 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 14. Form of Global Certificate representing the 6.70% Notes due December 15, 2005. (incorporated herein by reference from Exhibit 4.10 of Registrant's Registration Statementon Form S-4, File No. 333-14003). 15. Form of Global Certificate representing the 7.45% Debentures due December 15, 2025. (incorporated herein by reference from Exhibit 4.11 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 16. Form of Global Certificate representing the 9.20% Debentures due November 15, 2012. (incorporated herein by reference from Exhibit 4.12 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 17. Form of Global Certificate representing the 8.075% Notes due October 1, 2002. (incorporated herein by reference from Exhibit 4.13 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 18. Form of Global Certificate representing the 8.20% Notes due November 15, 1999. (incorporated herein by reference from Exhibit 4.14 of Registrant's Registration Statement on Form S-4, File No. 333-14003). 19. Form of Global Certificate representing the 10.075% Notes due February 1, 2001. (incorporated herein by reference from Exhibit 4.15 of Registrant's Registration Statement on Form S-4, File No. 333-14003). -7- -----END PRIVACY-ENHANCED MESSAGE-----