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Tenneco and PCA Make SEC Filings

13 September 1999

Tenneco and PCA Make SEC Filings; Separation of Tenneco Automotive and Packaging Companies Proceeds

    GREENWICH, Conn.--Sept. 13, 1999--Tenneco (TEN) today said that Packaging Corporation of America (PCA) filed a Form S-1 registration statement with the Securities and Exchange Commission (SEC) in order to initiate an initial public offering of Tenneco's common stock in PCA. In April of this year, Tenneco sold its containerboard packaging business to PCA and retained a 45 percent interest. Tenneco currently owns a 43.5 percent stake and expects to use the proceeds from the sale of its remaining shares to reduce debt. PCA also will sell common stock in the offering.
    "Considering Tenneco's ongoing strategic transformation, this is an appropriate time for Tenneco to monetize its remaining interest in PCA," said Tenneco Chairman and Chief Executive Officer Dana Mead. The offering of the PCA shares will be managed by Goldman, Sachs & Co., Morgan Stanley Dean Witter, Salomon Smith Barney, Deutsche Banc Alex, Brown, and J.P. Morgan & Co.
    Tenneco today reported that it filed amendments to Tenneco Packaging's Form 10 and S-4 as well as an 8-K for Tenneco with the SEC. Earlier this year Tenneco announced its intention to spin-off Tenneco Packaging in the fall of 1999. Tenneco's 8-K reflects Tenneco Packaging as a discontinued operation as a result of receiving a ruling in August from the Internal Revenue Service (IRS) that the spin-off will be tax-free. The filing also updates the third quarter outlook for Tenneco Automotive and Tenneco Packaging.
    Upon the spin-off, Tenneco Automotive and Tenneco Packaging will become separate, independent public companies. Tenneco said that receipt of the letter ruling from the IRS and the filings with the SEC maintain the projected timetable for separating Tenneco Automotive and Tenneco Packaging in the fall.
    The registration statement relating to the sale of Tenneco's common stock in PCA has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. When available, copies of the preliminary prospectuses may be obtained from Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
    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(R) and Walker(R) global brand names. Among its products are Sensa-Trac(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(TM) performance exhaust products, and Monroe(R) Clevite(TM) vibration control components. Tenneco Packaging is among the world's leading and most diversified packaging companies. Among its products are Hefty(R) trash bags, Hefty OneZip(R) and Baggies(R) food storage bags, E-Z Foil(R) single-use aluminum cookware and Hexacomb(R) paper honeycomb products.
    Several statements in this press release are forward looking and are identified by the use of forward looking words and phrases, such as "in order to initiate," "expects," "will," "maintain the projected timetable," and "outlook". These forward looking statements are based on the current expectations of the Company (including its subsidiaries). Because forward looking statements involve risks and uncertainties, the Company's plans, actions and actual results could differ materially. Among the factors that could cause plans, actions and results to differ materially from current expectations are: (i) the general political, economic and competitive conditions in markets and countries where the Company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; (iii) change in capital availability or costs; (iv) results of analysis regarding plans and strategic alternatives; (v) changes in consumer demand and prices, including decreases in demand for the Company's products and the resulting negative impact on its revenues and margins from such products; (vi) the cost of compliance with changes in regulations, including environmental regulations; (vii) workforce factors such as strikes or labor interruptions; (viii) material substitutions and increases in the costs of raw materials; (ix) the ability of the Company and its subsidiaries to integrate operations of acquired businesses quickly and in a cost-effective manner; (x) new technologies; (xi) the ability of the Company, its subsidiaries and those with whom they conduct business to timely resolve the Year 2000 issue (relating to potential equipment and computer failures by or at the change of the century), unanticipated costs of, problems with, or delays in resolving the Year 2000 issue, and the costs and impacts if the Year 2000 issue is not timely resolved; (xii) changes by the Financing Accounting Standards Board or other accounting regulatory bodies of authoritative generally accepted accounting principles or policies; and (xiii) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the Company and its subsidiaries.