-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WVy9Yjx60nc/6uI7EwIRqleu+An6kekX/MFTnzlb4zbNjM/xRTd6fXEIYr4/tbfs luFJ+/3rPt6S9B1jLm5y8g== 0000899243-95-000436.txt : 19950721 0000899243-95-000436.hdr.sgml : 19950721 ACCESSION NUMBER: 0000899243-95-000436 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950719 EFFECTIVENESS DATE: 19950807 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC /DE/ CENTRAL INDEX KEY: 0000823549 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 760233548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61127 FILM NUMBER: 95554845 BUSINESS ADDRESS: STREET 1: TENNECO BLDG STREET 2: 1010 MILAM STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137572131 MAIL ADDRESS: STREET 1: TENNECO BLDG STREET 2: 1010 MILAM STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: TENNECO HOLDINGS INC DATE OF NAME CHANGE: 19871229 S-8 1 AUTOMOTIVE HOURLY EMPL. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1995 REGISTRATION NO. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- TENNECO INC. (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) PLAN: ILLINOIS ISSUER: DELAWARE ISSUER: 76-0233548 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) TENNECO BUILDING, HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN (FULL TITLE OF THE PLAN) M. W. MEYER VICE PRESIDENT AND DEPUTY GENERAL COUNSEL TENNECO INC. TENNECO BUILDING HOUSTON, TEXAS 77002 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE: (713) 757-2131 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- CALCULATION OF REGISTRATION FEE ================================================================================
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------- Common Stock of Tenneco Inc., par value $5 per share (including associated Rights).... 6,000 shs. $48.94* $293,640* $102 =======================================================================================
* Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 and is based upon the average of the high and low prices of the Common Stock as quoted for July 17, 1995, in The Wall Street Journal. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference: 1. The Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1994. 2. Tenneco Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 3. Tenneco Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. 4. Tenneco Inc.'s Proxy Statement issued in connection with its Annual Meeting of Stockholders held on May 9, 1995. 5. Description of the Common Stock of Tenneco Inc. included in Tenneco Inc.'s Registration Statement on Form 8-B, Registration No. 1-9864, as filed with the Commission on March 8, 1988. All documents subsequently filed by Tenneco Inc. or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated in this registration statement by reference and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-Laws of Tenneco Inc. include the following provision: "Section 14. Each person who is or was a director or officer of the Company, or who serves or may have served at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) and who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, including appeals, shall be indemnified by the Company as matter of right to the full extent permitted or authorized by the General Corporation Law of Delaware, as it may from time to time be amended, against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in his capacity as a director or officer, or arising out of his status as a director or officer. Each person who is or was an employee or agent of the Company, or who serves or may have served at the request of the Company as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) may, at the discretion of the Board, be indemnified by the Company to the same extent as provided herein with respect to directors and officers of the Company. "The Company may, but shall not be obligated to, maintain insurance at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Company, or is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, II-1 or arising out of his status as such. The Company may, but shall not be obligated to, pay expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. "The indemnification provided by this Section 14 shall not be exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under any agreement, vote of stockholders or disinterested directors or otherwise." Insofar as the foregoing provision permits indemnification (other than the payment by Tenneco Inc. of expenses incurred or paid by a director or officer in the successful defense of any action) for liabilities arising under the Securities Act of 1933, Tenneco Inc. has been advised by the Securities and Exchange Commission that, in the opinion of the Commission, it is against public policy as expressed in the Act and therefore unenforceable. In the event that a claim for such indemnification is asserted by an officer or a director, pursuant to the foregoing provision or Delaware law, Tenneco Inc. will (unless the question has already been determined by a precedent deemed to be controlling) submit to a court of appropriate jurisdiction the question whether or not indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Tenneco Inc. has purchased insurance which purports to insure Tenneco Inc. against certain costs of indemnification which may be incurred by it pursuant to the foregoing provision, and to insure the officers and directors of Tenneco Inc., and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their function as such officers and directors except for liabilities resulting from their own malfeasance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibits not incorporated by reference to a prior filing are designated by an asterisk; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. 4(a) --Specimen Certificate of Common Stock (Exhibit 4(b)(2) to Registration No. 33- 17815). 4(b) --Certificate of Incorporation as amended and supplemented as of March 1, 1995 (Exhibit 3(a)(1) to Form 10-K for the fiscal year ended December 31, 1994, File No. 1-9864). 4(c) --Rights Agreement dated as of May 24, 1988, as amended and restated October 1, 1989, between Tenneco Inc. and First Chicago Trust Company of New York, as Rights Agent (Exhibit 4(d) to Registration No. 33-43561). 5 --None. 15 --None. *23 --The consents of Arthur Andersen LLP are attached to this Registration Statement. *24 --Powers of Attorney of Mark Andrews, W. Michael Blumenthal, M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B. McCoy, Joseph J. Sisco, William L. Weiss and Clifton R. Wharton, Jr. 28 --None. 99(a) --Tenneco Automotive Hourly Employees Savings Plan (Exhibit 99(a) to Registration Statement No. 33-50863). 99(b) --Trust Agreement, effective as of April 1, 1993, between Frontier Trust Company and Tenneco Automotive (Exhibit 99(b) to Registration Statement No. 33-50863). 99(c) --Copy of Tenneco Automotive Hourly Employee Savings Plan Summary Plan Description (Exhibit 99(c) to Registration Statement No. 33-50863).
II-2 The Registrant has submitted the Plan, and hereby undertakes to submit any amendment thereto, to the Internal Revenue Service in a timely manner and will make all changes required by the Internal Revenue Service in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended. ITEM 9. UNDERTAKINGS. A. SUBSEQUENT DISCLOSURE. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. INCORPORATION BY REFERENCE. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. DELIVERY OF CERTAIN MATERIAL. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given a copy of the registrant's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the annual report for the preceding year may be so delivered, but within such 120 day period the annual report for the last fiscal year will be furnished to each such employee. II-3 D. COMMISSION POSITION ON INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 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 REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 19TH DAY OF JULY, 1995. TENNECO INC. Dana G. Mead By___________________________________ Dana G. Mead Chairman and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- Dana G. Mead Principal Executive Officer July 19, 1995 ------------------------------------- and Director Dana G. Mead Robert T. Blakely Principal Financial and July 19, 1995 ------------------------------------- Accounting Officer Robert T. Blakely Mark Andrews, W. Michael Blumenthal, Directors M. Kathryn Eickhoff, Peter T. Flawn, Henry U. Harris, Jr., Belton K. Johnson, John B. McCoy, Joseph J. Sisco, William L. Weiss, Clifton R. Wharton, Jr. By M. W. Meyer July 19, 1995 - ------------------------------- Attorney-in-fact
II-5 SIGNATURE THE PLAN PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THIS 19TH DAY OF JULY, 1995. TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN Richard A. Snell By ----------------------------------- Richard A. Snell Chairman of the Tenneco Automotive Benefits Committee II-6 CONSENTS INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO INC. As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 16, 1995, included in the Annual Report of Tenneco Inc. on Form 10-K for the year ended December 31, 1994, and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Houston, Texas July 19, 1995 ---------------- INDEPENDENT PUBLIC ACCOUNTANTS FOR TENNECO AUTOMOTIVE HOURLY EMPLOYEES SAVINGS PLAN As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated June 28, 1995, included in the Annual Report of the Tenneco Automotive Hourly Employees Savings Plan on Form 11-K for the year ended December 31, 1994, and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Milwaukee, Wisconsin July 19, 1995 II-7 EX-24 2 POWERS OF ATTORNEY EXHIBIT 24 TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ Mark Andrews _____________________________________ Mark Andrews TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ W. Michael Blumenthal _____________________________________ W. Michael Blumenthal TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ M. Kathryn Eickhoff _____________________________________ M. Kathryn Eickhoff TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ Peter T. Flawn _____________________________________ Peter T. Flawn TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ Henry U. Harris, Jr. _____________________________________ Henry U. Harris, Jr. TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th day of June, A.D. 1995. /s/ Belton K. Johnson _____________________________________ Belton K. Johnson TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ John B. McCoy _____________________________________ John B. McCoy TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ Joseph J. Sisco _____________________________________ Joseph J. Sisco TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 8th day of June, A.D. 1995. /s/ William L. Weiss _____________________________________ William L. Weiss TENNECO INC. POWER OF ATTORNEY The undersigned, in his capacity as a Director of Tenneco Inc., does hereby appoint Theodore R. Tetzlaff, M. W. Meyer and Karl A. Stewart, and each of them, severally, his true and lawful attorneys, or attorney, to execute, in his name, place and stead, in his capacity as a Director of said Company, the following and to file the same with the Securities and Exchange Commission: 1. Registration Statement on Form S-8 for the registration of each of the following plans (the "Plans") and for the registration of (i) contributions to the Plans by participating employees, (ii) contributions made by the employers of participants in the Plans, and/or (iii) shares of Common Stock of Tenneco Inc., par value $5 per share, that are available for purchase by employees participating in the Plans: (a) Tenneco Inc. Thrift Plan (b) The Packaging Corporation of America 401(k) Savings Plan (c) Tenneco Automotive Hourly Employees Savings Plan (d) Newport News Shipbuilding Savings (401(k)) Plan for Union Eligible Employees (e) 1994 Tenneco Inc. Stock Ownership Plan 2. Any and all amendments and post-effective amendments to said Registration Statements and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have the power to act hereunder with or without the other of said attorneys, and shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 18th day of July, A.D. 1995. /s/ Clifton R. Wharton, Jr. _____________________________________ Clifton R. Wharton, Jr. -----END PRIVACY-ENHANCED MESSAGE-----