Tenneco Inc. Announces Receipt of Required Consents in Debt Tender
21 October 1999
Tenneco Inc. Announces Receipt of Required Consents in Debt Tender and Exchange Offers Related to Planned Packaging Business Spin-off and Separation of Companies
GREENWICH, Conn.--Oct. 21, 1999--Tenneco Inc. announced today that it has received the required consents from holders of its notes and debentures in respect of the cash tender offers, debt exchange offers and concurrent, related consent solicitation that the company commenced on Oct. 5. Accordingly, the company and the trustee for the notes and debentures will execute a supplemental indenture containing the amendments to the indenture under which the securities subject to the tender and exchange offers were issued, as described in the tender and exchange offer documents. The consent solicitations expired at 5:00 p.m., New York City time, on Oct. 20, 1999.Each of the tender offers and exchange offers will expire at 5:00 p.m., New York City time, on Nov. 3, 1999, unless extended or earlier terminated. The tender offers are being made only by means of the Offer to Purchase and Consent Solicitation dated October 5, 1999. The exchange offers are being made only by means of the Prospectus and Consent Solicitation dated October 5, 1999. This communication is neither an offer to sell nor a solicitation of an offer to buy any security.
Morgan Stanley Dean Witter and Credit Suisse First Boston are acting as dealer managers for the tender offers, exchange offers and concurrent, related consent solicitations; Georgeson Shareholder Communications Inc. is acting as Information Agent, and The Chase Manhattan Bank is the Depositary and Exchange Agent.
The tender offers, exchange offers and consent solicitations are being made in connection with Tenneco's plan to separate Tenneco Automotive and Tenneco Packaging through a spin-off and tax-free distribution of Tenneco Packaging to existing shareholders of Tenneco Inc.'s common stock. The tender offers and exchange offers are being conducted as part of the plan to realign debt to facilitate the separation of Tenneco Packaging and Tenneco Automotive into independent, publicly traded companies.
Tenneco Automotive, the continuing company following the separation, is an automotive parts manufacturer with $3.2 billion in 1998 revenues. Tenneco Packaging, which is being spun off and shares in which are being distributed to Tenneco's common stockholders, is a specialty and protective packaging company with $2.8 billion in revenues.
Questions regarding the offers should be directed to Morgan Stanley Dean Witter on 800-624-1808 or Credit Suisse First Boston on 800-820-1653. Requests for documentation should only be directed to Georgeson Shareholder Communications Inc. on 800-223-2064.
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-Flow mufflers and DynoMax performance exhaust products, and Monroe Clevite 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.
Several statements in this press release are forward looking and are identified by the use of forward-looking words and phrases, such as "in respect of," "will," "unless," "only," "as part of," "to facilitate," "in connection with," "are being conducted," "plan," and "being spun off." 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.