Tenneco, Inc.

Beautifully engraved uncancelled certificate from Tenneco, Inc. . This historic document was printed by the American Banknote Company and has a vignette of an allegorical woman holding a globe and sitting above a city. This item has the printed signatures of the Company's Chairman of the Board and Secretary.




Certificate Vignette



Tenneco, Inc. is a diversified American industrial corporation, with major interests in natural-gas pipelines and the construction of heavy equipment. It was also formerly a large producer of petroleum. The company's headquarters is in Houston, Texas.

Tenneco was formed in 1943 as the Tennessee division of the Chicago Corporation to build a natural-gas pipeline from Texas to West Virginia . Its previous name was Tennessee Gas And Transmission Company from 1947–1966.

GREENWICH, Conn., -- October 12, 1999 - Tenneco Inc. (NYSE: TEN) today said that its Board of Directors has approved the separation of Tenneco Automotive and Tenneco Packaging, effective upon the tax-free spin-off of Tenneco Packaging to shareowners of Tenneco common stock. The spin-off is expected to occur Thursday, Nov. 4. Tenneco Automotive and Tenneco Packaging also are expected to begin regular trading on the New York Stock Exchange as stand-alone companies Nov. 5.

The company said its board approved accomplishing the separation of Tenneco Packaging through the payment of a dividend payable Nov. 4 in the form of Tenneco Packaging shares - one share in Packaging for each share of Tenneco - to Tenneco shareowners of record at the close of business Oct. 29. In August, Tenneco received a ruling from the Internal Revenue Service (IRS) that the dividend would be tax-free to shareowners and the company. The company said that as a result of the spin-off there would not be a fourth quarter cash dividend. Dividend policy for the two new stand-alone public companies going forward, including the fourth quarter, will be determined independently by their boards.

The separation of Tenneco Automotive and Tenneco Packaging into two publicly owned stand-alone companies, with 1998 revenues of $3.2 billion and $2.8 billion, respectively, culminates the nearly decade-long transformation of Tenneco from a conglomerate to two focused manufacturing companies. "The split will enable each company to concentrate on its core business, permit investors to make more focused investment decisions, and enhance the potential of each company to achieve more appropriate market valuation," said Tenneco Chairman and Chief Executive Officer Dana Mead.

Today's announcement follows the April 1999 board decision to pursue a tax-free spin-off of Tenneco Packaging. Tenneco also announced it would propose to shareowners a reverse stock split of Tenneco Automotive effective when it becomes independent.

Since 1992, Tenneco has streamlined itself from eight business units into two, and redeployed more than $15 billion. Proceeds were used to pay down $8 billion in debt; deliver $1.5 billion in subsidiary share dividends to shareowners; repurchase more than $1 billion in stock; make $1.5 billion in capital investments and invest $3 billion in acquisitions to build Tenneco Automotive and Tenneco Packaging. In addition, the company has paid more than $1.8 billion in cash dividends since 1992.

Major acquisitions to build the new Tenneco Packaging included Mobil Plastics, with the Hefty® brand, Amoco Foam, and KNP BT Protective and Flexible Packaging; and to build Tenneco Automotive, GilletTM and CleviteTM.

Tenneco's transformation included a number of major accomplishments. After Tenneco sold its minerals business in 1991 for $700 million, Mead led the restructuring and stabilization of J.I. Case with the help of a billion dollar equity offering and then its sale in public offerings for more than $4 billion in 1994-95. In 1995, Tenneco sold Albright and Wilson Chemicals in an IPO on the London market, realizing $820 million in proceeds. In 1996, Newport News was spun out to shareowners with an initial market value of $1.2 billion, and Tenneco Energy was merged with El Paso Energy in a $4 billion transaction. In April 1999, Tenneco received approximately $2 billion in debt assumption and cash and $200 million in equity from the sale of 55 percent of its containerboard business.

In September, Tenneco announced its intention to sell its remaining stake in the containerboard business through an initial public offering, with the proceeds to be used to reduce debt. The registration statement has been filed for the containerboard offering, which is currently in the marketing period. Also, as part of the debt realignment for the spin-off, Tenneco has offered and priced $500,000,000 of Tenneco Automotive high yield notes, which is scheduled to settle on Oct. 14, 1999, has reached bank agreements totaling $2.5 billion to facilitate the separation of the Tenneco Automotive and Tenneco Packaging, and announced cash tender and exchange offers for $2.46 billion.

The shareowner meeting to consider the proposed one-for-five reverse stock split of Tenneco Automotive and declassification of its board of directors will be held on Oct. 25, although neither of the proposals is required to pass in order for the spin-off and separation to proceed.

Mr. Mead will be non-executive chairman of both companies until the end of the first quarter, 2000. Mark P. Frissora will become chief executive officer of Tenneco Automotive, and Richard L. Wambold will become chief executive officer of Tenneco Packaging, when the companies separate.

Tenneco is a $6 billion manufacturing company headquartered in Greenwich, Conn., with 38,000 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe® and Walker® global brand names. Among its products are Sensa-Trac® shocks and struts, Rancho® shock absorbers, Walker® Quiet-FlowTM mufflers and DynoMaxTM performance exhaust products, and Monroe® CleviteTM vibration control components. Tenneco Packaging is among the world's leading and most diversified packaging companies. Among its products are Hefty® trash bags, Hefty OneZip® and Baggies® food storage bags, E-Z Foil® single-use aluminum cookware and Hexacomb® paper honeycomb products.