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EXHIBIT 2.3
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment") is
made and entered into as of this 11th day of December, 1996 by and among TENNECO
INC., a Delaware corporation ("Tenneco"), NEW TENNECO INC., a Delaware
corporation ("Industrial Company"), and NEWPORT NEWS SHIPBUILDING INC.
(formerly known as Tenneco InterAmerica Inc.), a Delaware corporation
("Shipbuilding Company").
R E C I T A L S
A. Tenneco, Industrial Company and Shipbuilding Company previously
entered into a Distribution Agreement, dated as of November 1, 1996 (the
"Distribution Agreement"), pursuant to which, among other things, Tenneco will
separate and divide its existing business so that (i) its automotive, packaging
and business services businesses (the "Industrial Business") shall be owned
directly and indirectly by Industrial Company and (ii) the shipbuilding
business (the "Shipbuilding Business) shall be owned directly and indirectly
Shipbuilding Company.
B. Tenneco, Industrial Company and Shipbuilding Company desire to amend
the Distribution Agreement as specifically permitted thereunder.
NOW, THEREFORE, in consideration of the mutual promises and agreements
of the parties set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
A G R E E M E N T S
1. Terms. Unless otherwise defined herein, terms used herein shall have
the meaning ascribed thereto as set forth in the Distribution Agreement.
2. Amendments. Tenneco, Industrial Company and Shipbuilding Company
have determined pursuant to Section 2.01 of the Distribution Agreement that:
(a) it is necessary to amend, supplement, modify and, in certain respects,
eliminate certain of the Corporate Restructuring Transactions to properly
divide the existing businesses of Tenneco so that (i) the Industrial Business
shall be owned directly and indirectly by Industrial Company and (ii) the
Shipbuilding Business shall be owned directly and indirectly by the
Shipbuilding Company, and (b) that such amendments, modifications, supplements
and eliminations neither individually or in the aggregate, adversely affect the
Energy Business nor materially delay or prevent the consummation of the Merger.
Accordingly,
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pursuant to Section 2.01 and Section 8.08 of the Distribution Agreement, the
Distribution Agreement is hereby amended as follows:
a. Section 5.04(c) of the Distribution Agreement is hereby
amended by deleting the term "Shipbuilding Subsidiary" in the first line and
inserting the term "Shipbuilding Company" in lieu thereof.
b. Exhibit B to the Distribution Agreement is hereby deleted in
its entirety and the Exhibit B attached hereto is substituted in lieu thereof.
c. Exhibit E to the Distribution Agreement is hereby deleted in
its entirety and the Exhibit E attached hereto is substituted in lieu thereof.
d. Exhibit G to the Distribution Agreement is hereby deleted in
its entirety and the Exhibit G attached hereto is substituted in lieu thereof.
e. Exhibit J to the Distribution Agreement is hereby deleted in
its entirety and the Exhibit J attached hereto is substituted in lieu thereof.
3. Distribution Agreement in Full Force. Except as herein amended or
modified, the Distribution Agreement shall remain unchanged and in full force
and effect and is hereby ratified, approved and confirmed in all respects.
4. References. After the date hereof, all references in the
Distribution Agreement to "Agreement," "hereof" or similar terms shall refer to
the Distribution Agreement as hereby amended.
5. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of Tenneco, Industrial Company and Shipbuilding Company
and their respective successors and assigns.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws, and not the laws of conflict, of the State
of Delaware.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
TENNECO INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxxx
------------------------------
Title: Vice President and Secretary
-----------------------------
NEW TENNECO INC.
By: /s/ XXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------
Title: Vice President
-----------------------------
NEWPORT NEWS SHIPSBUILDING INC.
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
------------------------------
Title: Vice President
-----------------------------
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EXHIBIT B
TO THE
DISTRIBUTION AGREEMENT
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PROJECT LIZA
TRANSACTION STEPS
Set forth below are the transactions that, as applicable, the members of
each of the Energy Group, Industrial Group, and Shipbuilding Group will
consummate in connection with the Distributions and Merger. Capitalized terms
used but not otherwise defined herein have the meaning ascribed to them under
the Distribution Agreement.
A. REALIGNMENT OF INTERCOMPANY ACCOUNTS
Except as otherwise provided in Section B below, the following
transactions will be effected as of October 31, 1996 to realign the
intercompany accounts of the Groups. As a result of these transactions,
Tenneco will have one net intercompany account receivable or payable with New
Tenneco Inc. ("Industrial Company") and one net intercompany account receivable
or payable with Newport News Shipbuilding Inc. ("Shipbuilding Company"), and
all other intercompany accounts payable or receivable of members of each Group
(other than trade accounts) will be exclusively between members of that Group.
Following completion of these transactions, there will be no further transfers
of funds between members of the different Groups other than pursuant to
transactions occurring in ordinary course of business (trade accounts),
transfers from or to Tenneco and either Industrial Company or Shipbuilding
Company, and transfers required or otherwise permitted pursuant to these
Corporate Restructuring Transactions.
1. Realignment of Industrial Group Intercompany Accounts. Each member
of the Industrial Group having a net intercompany receivable from a member of
the Energy Group or the Shipbuilding Group (excluding trade accounts receivable)
will transfer such net intercompany receivable to Industrial Company in exchange
for an intercompany advance receivable from Industrial Company in an amount
equal to the amount of the net intercompany receivable transferred. Industrial
Company will assume the net intercompany payable of each member of the
Industrial Group having the net intercompany payable to a member of the Energy
Group or the Shipbuilding Group (excluding trade accounts payable) in exchange
for the issuance by each such Industrial Group member of an intercompany advance
payable to Industrial Company in an amount equal to the amount of the net
intercompany payable assumed. Industrial Company will consent to the assumption
of other net intercompany payables by Shipbuilding Company or Tenneco as
provided in this section A.
2. Realignment of Shipbuilding Group Intercompany Accounts.
Shipbuilding Company will cause each member of the Shipbuilding Group having a
net intercompany receivable from a member of the Industrial Group or the Energy
Group to transfer such net intercompany receivable to Shipbuilding Company in
exchange for an intercompany advance receivable from Shipbuilding Company in an
amount equal to the amount of the net intercompany receivable transferred.
Shipbuilding Company will assume the net intercompany payable to a member of
the Industrial Group or the Energy Group (excluding trade accounts payable) in
exchange for the issuance by each such Shipbuilding Group member of an
intercompany advance payable to Shipbuilding Company in an amount equal to the
amount of the net intercompany payable assumed. Shipbuilding Company will
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consent to the assumption of other net intercompany payables by Industrial
Company or Tenneco as provided in this section A.
3. Realignment of Energy Group Intercompany Accounts. Tenneco will
cause each member of the Energy Group having a net intercompany receivable from
a member of the Industrial Group or the Shipbuilding Group to transfer such net
intercompany receivable to Tenneco in exchange for an intercompany advance
receivable from Tenneco in an amount equal to the amount of the net
intercompany receivable transferred. Tenneco will assume the net intercompany
payable of each member of the Energy Group having a net intercompany payable to
a member of the Industrial Group or the Shipbuilding Group (excluding trade
accounts payable) in exchange for the issuance by each such Energy Group member
of an intercompany advance payable to Tenneco in an amount equal to the amount
of the net intercompany payable assumed. Tenneco will consent to the assumption
of other net intercompany payables by Industrial Company or Shipbuilding
Company as provided in this section A.
4. Realignment of Intercompany Accounts Between Industrial Company and
Shipbuilding Company. If after the completion of steps A(1) through A(3),
Industrial Company has a net intercompany receivable from Shipbuilding Company
(excluding trade accounts), Tenneco will assume Shipbuilding Company's net
payable to Industrial Company in exchange for the issuance by Shipbuilding
Company of an intercompany advance payable to Tenneco in an amount equal to the
amount of the net Intercompany payable assumed. If after the completion of
steps A(1) through A(3), Shipbuilding Company has a net intercompany receivable
from Industrial Company, Tenneco will assume Industrial Company's net payable
to Shipbuilding Company in exchange for the issuance by Industrial Company of
an intercompany advance payable to Tenneco having a face amount equal to the
face amount of the net intercompany payable assumed.
B. PRELIMINARY DEBT REALIGNMENT TRANSACTIONS
1. Capitalization or Liquidation of Subsidiaries. The following
transactions will be effected to increase the capitalization of various
subsidiaries and to liquidate other subsidiaries. Except as otherwise noted,
the transfers are effective as of 10/31/96. Transfers of funds will be
accomplished by daylight overdrafts.
a. Newport News Shipbuilding and Dry Dock Company ("Newport News") will
transfer to Newport News Industrial Corporations ("NNIC") as a contribution to
capital $1,700,000. NNIC will transfer the funds to Newport News as an
intercompany advance.
b. NNIC will transfer to Newport News Industrial Corporation of Ohio
("NNICO") as a contribution to capital $200,000. NNICO will transfer the funds
to NNIC as an intercompany advance.
c. TGP will transfer to TII as a contribution to capital the
intercompany account payable owed by Tenneco Automotive Trading Company
("TATC") to TGP as of August 31, 1996 ($____________).
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d. TII will transfer to TATC as a contribution to capital the
intercompany account payable received by TII in step B(1)(c).
e. TGP will transfer to Tenneco Brake Inc. as a contribution to
capital $15,000,000. Tenneco Brake Inc. will transfer the funds to TGP an
intercompany advance. The intercompany advance will be settled as provided in
Section A above.
f. TGP will transfer to Xxxxxx Electronic Silencing Inc. as a
contribution to capital $10,000,000. Xxxxxx Electronic Silencing Inc. will
transfer the funds to TGP as an intercompany advance. The intercompany advance
will be settled as provided in Section A above.
g. TGP will transfer to TII as contribution to capital the
intercompany account payable owed by Xxxxxx Europe Inc. to TGP as of October 31,
1996 ($_________). TII will transfer to Xxxxxx Europe Inc. as a contribution to
capital (1) the intercompany account payable received pursuant to the previous
sentence, and (2) $10,000,000. Xxxxxx Europe Inc. will transfer $10,000,000 to
TII as an intercompany advance. The intercompany will be settled as provided in
Section A above.
h. Effective as of October 30, 1996, Tenneco will transfer to
Tenneco Liquidation Company (f/k/a Tenneco Business Services Inc.) ("TBS") as a
contribution to capital $60,000,000. TBS will transfer the funds to Tenneco as
an intercompany advance. The intercompany advance will be settled as provided in
Section A above. Effective as of October 31, 1996, Tenneco will transfer to TBS
as a contribution to capital the intercompany account payable owed by TBS to
Tenneco as of August 31, 1996 ($______________).
i. Tenneco Corporation will transfer to Tenneco Independent
Power I Company as a contribution to capital $5,000,000. Tenneco Independent
Power I Company will transfer the funds to Tenneco Corporation as an
intercompany advance.
j. Tenneco Corporation will transfer to Tenneco Independent
Power II Company as a contribution to capital $1,000,000. Tenneco Independent
Power II Company will transfer the funds to Tenneco Corporation as an
intercompany advance.
k. Tenneco Corporation will transfer to Tenneco Minerals
Company - Nevada as a contribution to capital $5,000,000. Tenneco Minerals
Company - Nevada will transfer the funds to Tenneco Corporation as an
intercompany advance.
l. Tenneco Corporation will transfer to Tenneco Oil Company as
a contribution to capital $700,000,000. Tenneco Oil Company will transfer the
funds to Tenneco Corporation as an intercompany advance.
m. Tenneco Corporation will transfer to Tenneco Power
Generation Company as a contribution to capital $5,000,000. Tenneco Power
Generation Company will transfer the funds to Tenneco Corporation as an
intercompany advance.
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n. Tenneco Power Generation Company will transfer to Tenneco
Ethanol Company as a contribution to capital $10,000,000. Tenneco Ethanol
Company will transfer the funds to Tenneco Power Generation Company as an
intercompany advance.
o. The following subsidiaries will merge into their respective
parent corporations as indicated below.
Subsidiary Parent
---------- ------
Xxxxxx Machinery Company The Pullman Company
Pullman RSC Company The Pullman Company
Pullman Aircraft Products Inc. Pullman Aerospace, Inc.
Pullman Aerospace Inc. The Pullman Company
Peabody Instruments, Inc. Peabody International Corporation
Peabody Noise Control Inc. Peabody International Corporation
Xxxxxx Blowers Inc. Peabody International Corporation
Peabody Solid Waste Management Inc. - Peabody International Corporation
XxXxxx
Peabody ABC Corp. Peabody International Corporation
Peabody Pumps, Inc. Peabody International Corporation
Galco Inc. Peabody International Corporation
2. Refinancing of TIHC Liquidity Facility and TIHC Loan to Tenneco.
Effective as of November 1, 1996, Tenneco International Holdings Corp.
(Delaware) ("TIHC") will restructure its credit facility with Tenneco Credit
Corporation ("TCC") and its loans to Tenneco as follows:
a. Tenneco will transfer to Industrial Company as an
intercompany advance an amount of funds equal to $25,000,000.
b. Industrial Company will transfer the funds received in step
B(2)(a) to Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company; see
step C(13)) ("TAI") as an intercompany advance.
c. TAI will enter into a credit facility with TIHC on terms
identical to the terms of the credit facility currently existing between TIHC
and TCC. TAI will transfer the funds received in step B(2)(b) to TIHC as an
advance of funds under the terms of the TAI/TIHC credit facility.
d. Tenneco will transfer to TIHC an amount of funds equal to the
accrued balance through October 31, 1996 on TIHC's net intercompany loan to
Tenneco, and the loan shall be canceled.
e. From the funds received in steps B(2)(c) and B(2)(d), TIHC
will transfer to TCC an amount of funds equal to the accrued balance through
October 31, 1996 under TIHC's credit facility with TCC, and the credit facility
will be terminated.
f. TCC will transfer the funds received in step B(2)(e) to
Tenneco as an intercompany loan.
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g. TIHC will transfer any funds remaining after the transfer
described in step B(2)(e) to Industrial Company as an intercompany loan (on
terms substantively identical to the terms of the prior loan to Tenneco).
h. Industrial Company will transfer the funds received in step
B(2)(g) to Tenneco as an intercompany advance.
There will be no actual transfers of funds in step B(2); the intercompany
transfers will be accomplished though journal entries.
3. Purchase of Diamond Notes. Xxxx Xxx Corporation currently holds a
note issued by Tenneco Packaging Inc. to Diamond International Inc. (the "TPI
Diamond Note") and two notes issued by Tenneco International Inc. ("TII") to
Diamond International Inc. (the "TII Diamond Note"). Tenneco Corporation's
distribution of the stock of Shipbuilding Company and Industrial Company in
step C(16) may violate certain provisions of a guarantee agreement executed by
Tenneco Corporation in connection with the issuance of the Diamond Notes. To
eliminate the possibility of a violation of the agreement, the Diamond Notes
will be purchased from Xxxx Xxx on November 15, 1996 as follows:
a. Tenneco will transfer to Industrial Company as an
intercompany advance an amount of funds equal to the purchase price of the TPI
Diamond Note ($1,365,000).
b. Industrial Company will transfer the funds received in Step
B(3)(a) to Tenneco Packaging Inc. as an intercompany advance.
c. Tenneco will transfer to TII as an intercompany advance an
amount of funds equal to the fair market value of the TII Diamond Notes
($3,769,000 plus $673,000).
d. Tenneco Packaging Inc. and TII will transfer the funds
received in steps B(3)(b) and B(3)(c) to Xxxx Xxx Corporation in exchange for
the TPI Diamond Note and the TII Diamond Note, respectively.
Step B(3) will be accomplished by a direct transfer of funds ($5,807,000) from
Tenneco to Xxxx Xxx Corporation. The intercompany transfers will be
accomplished through journal entries.
4. TCC Sale of Case Receivables. Effective as of December 5, 1996, TCC
will sell all of its interest in the receivables relating to the business of
Case Corporation (the "Case Receivables") to a newly formed wholly owned
Industrial Company subsidiary ("Tenneco Retail Receivables Company") as
follows:
a. Tenneco will transfer to Industrial Company as an
intercompany advance an amount of funds equal to the fair market value of the
Case Receivables (approximately $160,000,000).
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b. Industrial Company will transfer the funds received in step
B(4)(a) to Tenneco Retail Receivables Company as an intercompany advance.
c. Tenneco Retail Receivables Company will transfer the funds
received in step B(4)(b) to TCC in exchange for the Case Receivables.
d. TCC will transfer the funds received in step B(4)(c) to
Tenneco as an intercompany loan.
e. Tenneco Retail Receivables Company will sell all or a
portion of the Case Receivables to a third party for cash.
f. Tenneco Retail Receivables Company will transfer the funds
received in step B(4)(e) to Industrial Company as a repayment of the
intercompany advance received from Industrial Company in step B(4)(b).
g. Industrial Company will transfer the funds received in step
B(4)(e) to Tenneco as a repayment of the intercompany advance received from
Tenneco in step B(4)(a). Tenneco will use the funds to repay short-term
borrowings under its credit facility or for other corporate purposes.
The funds to be received in step B(4)(e) will be transferred directly from the
third party's bank to Tenneco's credit facility administrative agent for credit
to Tenneco's account. No other funds transfers will required in step B(4).
5. TCC Transfer of Interest in Industrial Group Receivables. Effective
as of December 9, 1996, TCC will transfer all of its interest and obligations
associated with the receivables relating to the Industrial Business (the
"Industrial Receivables"), including TCC's rights and obligations under
agreements with ASCC to the extent related to the Industrial Receivables, to a
newly formed wholly owned Industrial Company subsidiary ("TMC Texas Inc.") as
follows:
a. Tenneco will transfer to Industrial Company as an
intercompany advance an amount of funds equal to the fair market value of the
Industrial Receivables ($_________).
b. Industrial Company will transfer the funds received in step
B(5)(a) to TMC Texas Inc. as an intercompany advance.
c. TMC Texas Inc. will transfer the funds received in step
B(5)(b) to TCC in exchange for the Industrial Receivables.
d. TCC will transfer the funds received in step B(5)(c) to
Tenneco as an intercompany loan.
6. Sale of Hvide Van Ommeren Interest. Intentionally omitted.
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7. Termination of Eastern Insurance Company Non-Energy Business
a. On June 21, 1996, Eastern Insurance Company Limited
("Eastern") paid a dividend of $20,118,711 out of its earned surplus to TGP. TGP
transferred the funds to Tenneco as an intercompany advance.
b. On September 23, 1996, Eastern transferred funds to Tenneco
Management Company in the amount of $34,200,289 representing the amount
described in Section 4.3(c)(i) of the Insurance Agreement attached as Exhibit H
to the Distribution Agreement (i.e., "all amounts which appear as reserves on
the books and records of the Eastern Insurance Provider as of the Termination
Time in respect of claims relating to any Industrial Covered Person which have
been reported prior to the Termination Time").
c. Effective as of [October 31, 1996], Eastern will transfer
funds to Industrial Company in the amount of $2,181,014 representing the amount
described in Section 4.3(c)(iii) of the Insurance Agreement attached as Exhibit
H to the Distribution Agreement (i.e., "50% of `incurred but not reported'
reserve appearing on the books and records of the Eastern Insurance Provider as
of the Termination Time under the excess liability programs of the Eastern
Policies with respect to Industrial and Energy").
8. Consents of Lessors and Creditors. As soon as practical, the
following consents will be obtained to permit the transactions contemplated by
the Corporate Restructuring Transactions:
x. Xxxxxx. The lenders under loan agreements with Xxxxxx
Finance Corporation (the "Xxxxxx Noteholders") must consent to the distribution
by Tenneco Corporation of substantially all of its assets as contemplated by
paragraph 16 of the Corporate Restructuring Transactions and to the transfer of
the Xxxxxx Limited Partnership partnership interests as contemplated by steps
C(6), C(9), and C(15A).
b. GECC Leases. The lenders, equity holder, and trustee under
the Tenneco Packaging Inc. mill leases must consent to Tenneco Packaging Inc.
ceasing to be an affiliate of Tenneco as contemplated by step D(1).
c. Tenneco International Holding Corp. MW Investors L.L.C., as
holder of the Variable Rate Voting Participating Preferred Stock of Tenneco
International Holding Corp., must consent to Tenneco International Holding Corp.
ceasing to be an affiliate of Tenneco as contemplated by step D(1).
9. Execution of Underwriting Agreement. On November 12, 1996, Tenneco
will enter into a firm commitment underwriting agreement with a group of
underwriters relating to the issuance by Tenneco to the underwriters of shares
of voting junior preferred stock of Industrial Company ("New Preferred Stock")
for $300,000,000 cash less underwriting discount.
10. NPS Issuance. On November 18, 1996, Tenneco will issue the New
Preferred Stock to the underwriters in exchange for cash of $300,000,000 less
underwriting discount. Tenneco will use the funds to pay down existing credit
facilities.
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11. Defeasance of a Portion of Tenneco's Consolidated Debt. On
December 6, 1996, Tenneco will defease a portion of the debt of TGP and TCC as
follows:
a. Tenneco will borrow $283,369,921.01 under Tenneco's existing
credit facilities to effect a defeasance of the following debt obligations:
---------------------------------------------------------------
Interest
Issuer Face Amount Coupon Maturity at Maturity
---------------------------------------------------------------
TGP $250,000,000 9.00% 01/15/97 $11,250,000
TCC $7,500,000 8.50% 01/30/97 $318,750
TCC $500,000 8.50% 03/17/97 $21,250
TCC $3,000,000 8.50% 03/24/97 $127,500
TCC $5,000,000 8.52% 03/28/97 $213,000
TCC $6,600,000 8.57% 03/18/97 $282,810
------------ -----------
Total $272,600,000 $12,213,310
============ ===========
b. Tenneco will transfer $23,237,635.59 to TCC from the funds
described in step B(11)(a) to defease the TCC debt identified in step B(11)(a).
The transfer will be treated as a payment by Tenneco against its intercompany
loan payable to TCC.
c. Tenneco will transfer $260,132,285.42 to TGP as an
intercompany advance from the funds described in step B(11)(a) to defease the
TGP debt identified in step B(11)(a).
d. TCC will transfer the funds received in step B(11)(b) to XX
Xxxxxx, which will use such funds to purchase U.S. Treasury securities and will
transfer such securities to the indenture trustee in accordance with the terms
of the indenture relating to TCC's debt obligations identified in step B(11)(a)
to effect a legal defeasance of such obligations under the terms of the
indenture.
e. TGP will transfer the funds received in step B(11)(c) to XX
Xxxxxx, which will use such funds to purchase U.S. Treasury securities and will
transfer such securities to the indenture trustee in accordance with the terms
of the indenture relating to TGP's debt obligations identified in step B(11)(a)
to effect a legal defeasance of such obligations under the terms of the
indenture.
f. The indenture trustee will transfer to Industrial Company
any proceeds from the defeasance portfolio (including investment of such
proceeds) in excess of the amounts necessary to pay the defeasance debt at
maturity.
12. Consent of $4.50 Preferred. Approval of the Transaction requires
the affirmative vote of holders of a majority of the outstanding shares of
Tenneco's $4.50 Preferred Stock and $7.40 Preferred Stock voting as a class. To
ensure that the holders of Tenneco's $4.50 Preferred Stock vote in favor of the
transaction, Tenneco will obtain an irrevocable proxy from the holders in
exchange for amending the Merger Agreement to fix the formula for determining
the number of shares of Acquiror Parent voting common stock to be paid to the
holders in the Merger.
13. Declaration of Accrued Dividends. Dividends on $4.50 Preferred
Stock otherwise due on March 12, 1997 will be declared on December 4, 1996,
payable to holders of record on December
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9, 1996, and payable on December 12, 1996. Dividends on $7.40 Preferred Stock
otherwise due on December 31, 1996 will be declared on October 8, 1996, payable
to holders of record on November 22, 1996, and payable on December 31, 1996.
C. IMPLEMENTATION OF CORPORATE RESTRUCTURING TRANSACTIONS
The following transactions will be effected following the receipt of
the IRS Ruling Letter and on or before the Distribution Date (December 11,
1996) pursuant to the requirement in Section 2.01 of the Distribution Agreement
that the parties and their affiliates "take such action or actions as is
necessary to cause, effect and consummate the Corporate Restructuring
Transactions." Transactions occurring on the same day shall be deemed to have
occurred in the order listed herein regardless of the order in which the
documentation is executed, filed, or accepted, and regardless of the order in
which the funds or other assets are transferred.
1. Effective as of October 31, 1996, TGP will transfer all of the
assets and associated liabilities of and relating to the Xxxxxx muffler shop
distribution center operation located in Carson, California (the "MSDC
Business") to Tenneco Corporation as a contribution to capital.
2. Effective as of October 31, 1996, Tenneco Corporation will transfer
the MSDC Business to Industrial Company as a contribution to capital. Any title
transfer documents required for steps C(1) and C(2) should reflect the transfer
of the assets directly from TGP to Industrial Company.
3. The following transactions will be effected to implement the
requirement that Tenneco Corporation satisfy the active business requirements
of I.R.C. Section 355(b):
a. Effective as of October 31, 1996, TGP will transfer all of
the stock of Midwestern Gas Transmission Company (Delaware) ("Midwestern") to
Tenneco Corporation as a contribution to capital.
b. Effective as of October 31, 1996, Tenneco Energy Resources
Corporation (Delaware) ("TERC") will merge into Channel Industries Gas Company
(Delaware) ("CIGC"), a wholly owned subsidiary of TERC, with CIGC as the
surviving corporation. In the merger, all of the shares of TERC stock held by
Tenneco Corporation will be canceled, and Tenneco Corporation will become the
owner of all of the shares of CIGC stock formerly held by TERC. As a result of
the merger, CIGC will become a wholly owned direct subsidiary of Tenneco
Corporation, and all of TERC's assets other than the stock of CIGC will become
assets of CIGC.
c. Effective as of October 31, 1996, Tenneco Corporation will
transfer to New Midwestern Inc., a newly formed wholly owned subsidiary of
Tenneco Corporation, as a contribution to capital all of Tenneco Corporation's
Energy Business assets other than stock of subsidiaries, and all of its
liabilities other than liabilities for accrued taxes.
d. Effective as of October 31, 1996, Tenneco Corporation will
transfer to Midwestern as a contribution to capital all of the stock of the
following companies:
Entrade Engine Company (Kentucky)
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H.T. Gathering Company (Texas)(50%)(1)
Petro-Tex Chemical Corporation (Delaware)
(in dissolution)
SWL Security Corp. (Texas)
TGP Corporation (Delaware)
Tenneco Minerals Company -- California (Delaware)
Tenneco Minerals Company -- Nevada (Delaware)
Tenneco OCS Company, Inc. (Delaware)
Tenneco Oil Company (Delaware)
Tenneco Polymers, Inc. (Delaware)
Tennessee Overthrust Gas Company (Delaware)
New Midwestern Inc.
e. Effective as of October 31, 1996, Tenneco Corporation will
transfer to CIGC as a contribution to capital all of the stock owned by Tenneco
Corporation in the following companies:
Deepsea Ventures, Inc. (Delaware)
Tenneco Independent Power I Company (Delaware)
Tenneco Independent Power II Company (Delaware)
Tenneco Insurance Ventures (Delaware)
Tenneco Power Generation Company (Delaware)
Following step C(3), Tenneco Corporation will have no assets other than the
stock of the following companies:
Autopartes Xxxxxx, X.X. de C.V. (Mexico) (0.02%)
Channel Industries Gas Company (Delaware)
Midwestern Gas Transmission Company (Delaware)
Newport News Shipbuilding Inc. (Delaware)
New Tenneco Inc. (Delaware)
Tenneco Deutschland Holdinggesellschaft mbH
(Germany) (99.97%)
Xxxxxx Deutschland GmbH (Germany) (1%)
Tenneco International Holding Corp. (7.82% interest in
Common Stock)
4. Effective as of October 31, 1996, Tenneco will transfer to TGP as a
contribution to capital all of its assets other than cash, the interest rate
swap contracts entered into in August 1996 relating to the Consolidated Debt,
the note receivable from I.C.H. Corporation, the stock to be transferred in
step C(12), and the stock of TGP, and all of its liabilities other than the
Consolidated Debt issued by Tenneco, accrued taxes, unpaid dividends, and the
intercompany payables due to Industrial Company and Shipbuilding Company. The
assets to be transferred to TGP include stock of the following companies:
-------------
(1) Tenneco Corporation owns 50% of the issued and outstanding Class A Voting
Stock and 20% of the Class B Nonvoting Stock, 29% of the total equity, and
Houston Pipe Line Company, an unaffiliated company, owns 50% of the issued and
outstanding Class A Voting Stock and 80% of the Class B Nonvoting Stock, 71% of
the total equity.
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Greater Houston Small Business Equity Fund, Inc. (Texas)
Xxxx County Land Company (Delaware)
MESBIC Financial Corporation of Houston (Texas)
Tenneco Credit Corporation (Delaware)
Tenneco MLP Inc. (Delaware)
5. Effective as of October 31, 1996. Newport News Industrial
Corporation (Virginia) will transfer all of its assets and trade accounts
payable to Shipbuilding Company in exchange for a Shipbuilding Company
$4,000,000 promissory note.
6. Subject to receipt of the consent of the Xxxxxx Noteholders referred
to in step B(8)(a), effective as of November 30, 1996 TCC will transfer all of
its interest as a limited partner in Xxxxxx Limited Partnership, a Texas
Limited Partnership ("Xxxxxx"), to Tenneco Corporation in exchange for Voting
Preferred Stock of Tenneco Corporation having a fair market value equal to the
aggregate appraised value of the partnership interest transferred by TCC.
7. Effective as of November 30, 1996, Tenneco Equipment Corporation
("TEC") will transfer (a) all of TEC's interest in the shares of the Common
Stock of TIHC, and (b) all of TEC's interest in the shares of $8.00 Junior
Preferred Stock of TIHC to Tenneco Corporation in exchange for Voting Preferred
Stock of Tenneco Corporation having a fair market value equal to the aggregate
appraised value of the stock transferred by TEC.
8. Effective as of November 30, 1996, TII will transfer all of its
ownership interest (100% unless otherwise indicated) in the following companies
to Tenneco Corporation in exchange for (a) a $50,000 promissory note issued by
Tenneco Corporation and (b) Voting Preferred Stock of Tenneco Corporation. The
consideration issued by Tenneco Corporation will have an aggregate fair market
value equal to the aggregate appraised value of the stock transferred by TII.
Autopartes Xxxxxx, X.X. de C.V. (Mexico) (0.02%)
Omni-Pac GmbH (Germany) (1%)
Omni-Pac S.A.R.L. (France) (97%)
Tenneco Automotive Trading Company
Tenneco International Holding Corp. (71.84% interest in Common
Stock and 50% interest in $8.00 Junior Preferred Stock)
Tenneco United Kingdom Holdings Limited
Xxxxxx Europe, Inc.
Xxxxxx Norge A/S (Norway)
9. Subject to receipt of the consent of the Xxxxxx Noteholders referred
to in step B(8)(a), effective as of November 30, 1996 Shipbuilding Company
will transfer its interest as general partner in Xxxxxx Limited Partnership to
PCA Leasing Company as a contribution to capital.
10A. On or shortly before the Distribution Date, Shipbuilding Company
will issue $400,000,000 principal amount of high-yield notes, the proceeds of
which (after payment of issuance expenses) will be placed in an escrow amount
until the Distribution Date, at which time the funds
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will be transferred to Shipbuilding Company account number 000-0-000 609 at The
Chase Manhattan Bank.
10B. On the Distribution Date, Shipbuilding Company will borrow
$215,000,000 under its credit facility. The funds will be deposited in
Shipbuilding Company account number 000-0-000 609 at The Chase Manhattan Bank.
From the proceeds of the credit facility borrowing and the proceeds of the
high-yield notes released from the escrow described in step C(10A), Shipbuilding
Company will transfer $600,000,000 to NNS Delaware Management Company as a
contribution to capital. NNS Delaware Management Company will loan the funds to
Newport News Shipbuilding and Dry Dock Company. Newport News Shipbuilding and
Dry Dock Company will transfer the proceeds of the loan, plus Shipbuilding
Company's net intercompany receivable from Tenneco, to Tenneco Corporation as a
dividend. Tenneco Corporation will loan the funds received from Shipbuilding
Company to Tenneco. Tenneco will use all of the funds to retire existing TGP
debt as contemplated by the tender offers described in step C(16B), and to
retire existing Tenneco and TCC debt as contemplated by step C(20). To document
that the funds received by Tenneco were used to retire debt, the funds will be
transferred directly from Shipbuilding Company account number 000-0-000 609 at
The Chase Manhattan Bank to the account to be used by The Chase Manhattan Bank
as Depositary for the offers to purchase debt of TGP, TCC, and Tenneco as
contemplated by steps C(16B) and C(20)(account number 000-0-000 084).
11. On the Distribution Date following consummation of step C(10B),
Shipbuilding Company will transfer all of its stock in Tenneco Packaging Inc.
to Tenneco Corporation as a distribution with respect to stock (i.e., return
of contributed surplus), and will transfer all of its stock of PCA Leasing
Company as a dividend.
12. Effective as of October 31, 1996, Tenneco will transfer all of its
ownership interest (100% unless otherwise indicated) in the following companies
to TGP as a contribution to capital and in exchange and consideration for
additional shares of stock of TGP.
Autopartes Xxxxxx, X.X. de C.V.(Mexico)(0.02%)
Tenneco Windsor Box & Display Inc. (f/k/a XxXxxx Box & Display,
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda. (Brazil)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business
Services, Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products
Company)
Tenneco Management Company (f/k/a 1275, Inc.)
Tenneco Xxxxxxxx Acquisition Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
13. Effective of October 31, 1996, Monroe Auto Equipment Company will
change its name to Tenneco Automotive Inc., and will create three divisions:
Monroe Auto Equipment Company division
Xxxxxx Manufacturing Company division
Tenneco Automotive Headquarters division
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Effective as of October 31, 1996 following the name change referred to in the
previous sentence. TGP will transfer all of the assets and related liabilities
of the Xxxxxx Manufacturing Company division of TGP (other than MSDC Business
transferred in step C(1) and (2)) to the Xxxxxx Manufacturing Company division
of Tenneco Automotive Inc., and will transfer all of the assets and liabilities
of the Tenneco Automotive Headquarters Division to the Tenneco Automotive
Headquarters division of Tenneco Automotive Inc., in each case as a
contribution to capital. For purposes of this transfer, TGP's Asheville, N.C.
plant shall not be treated as part of the Xxxxxx Manufacturing Company
division's assets nor as part of the Tenneco Automotive Headquarters Division's
assets. See Step 21 for the transfer of the Asheville, N.C. property.
14. Effective of October 31, 1996 following consummation of step C(12),
TGP will transfer all of its ownership interest (100% unless otherwise
indicated) in the following assets to Tenneco Corporation as a contribution to
capital and in exchange and consideration for additional shares of common stock
of Tenneco Corporation.
Autopartes Xxxxxx, X.X. de C.V. (Mexico)(99.94%)(2)
Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company)
Monroe-Mexico S.A. de C.V. (Mexico)(0.01%)
Proveedora Xxxxxx X.X. de C.V. (Mexico)(99.99%)(3)
Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica)(1%)
Tenneco Brake, Inc.
Xxxxxx Electronic Silencing, Inc.
Xxxxxx Manufacturing Company
STOCK RECEIVED IN STEP(12) ABOVE
--------------------------------
Tenneco Windsor Box & Display Inc. (f/k/a XxXxxx Box & Display,
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda. (Brazil)
Tenneco Business Services Holdings Inc. (f/k/a/ Tenneco
Business Services Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products
Company)
Tenneco Management Company (f/k/a 1275, Inc.)
Tenneco Xxxxxxxx Acquisition, Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
---------------
(2) Includes 0.02% interest acquired from Tenneco in step 12 above.
(3) TGP owns 49,999 shares, and Tenneco Automotive Inc. (f/k/a Monroe Auto
Equipment Company) owns 1 share.
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15A. Effective as of October 31, 1996 following the consummation of step
C(14), Tenneco Corporation will transfer all of its ownership interest (100%
unless otherwise indicated) in the following entities to Industrial Company as
a contribution to capital and in exchange and consideration for additional
shares of stock of Industrial Company.
STOCK OWNED AT OCTOBER 30, 1996
-------------------------------
Tenneco Deutschland Holdinggesellschaft mbH (Germany)
Tenneco Inc. (Nevada)
Xxxxxx Deutschland GmbH (Germany)(1%)
STOCK AND ASSETS RECEIVED IN STEP (14)
---------------------------------------
Autopartes Xxxxxx, X.X. de C.V. (Mexico)(99.96%)(4)
Tenneco Automotive Inc. (f/k/a Monroe Auto Equipment Company)
Monroe-Mexico S.A. de C.V. (Mexico)(0.01%)
Proveedora Xxxxxx X.X. de C.V. (Mexico)(99.99%)
Tenneco Automotive Foreign Sales Corporation Ltd. (Jamaica)(1%)
Tenneco Brake, Inc.
Xxxxxx Electronic Silencing, Inc.
Xxxxxx Manufacturing Company
Tenneco Windsor Box & Display Inc. (f/k/a XxXxxx Box & Display
Inc.)
Tenneco Asia Inc.
Tenneco Brazil Ltda. (Brazil)
Tenneco Business Services Holdings, Inc. (f/k/a Tenneco Business
Services Inc.)
Tenneco Foam Products Company (f/k/a Amoco Foam Products
Company)
Tenneco Management Company (f/k/a 1275, Inc.)
Tenneco Xxxxxxxxx Acquisition Inc.
Tenneco Packaging Hungary Holdings Inc.
Tenneco Romania Holdings Inc.
15B. Effective as of December 4, 1997 or December 6, 1996, TGP will
transfer to Tenneco Management Company as a contribution to capital the
following assets:
a. All trademarks, trade names, service marks, company or
operating unit names containing the word "Tenneco" or any variation of the name
"Tenneco", such as those names with a "Tenn" of "Ten" syllable and respective
applications or registrations therefor wherever used or registered, except
that Tenneco and other members of the Energy Group shall retain the right to
use the name "Tennessee" in their respective corporate names or otherwise in
respect of the Energy Business.
---------------
(4) Includes: 0.02% interest owned by Tenneco Corporation at 12/31/95; and
99.94% interest accepted from TGP. Tenneco Automotive Inc. (f/d/a Monroe Auto
Equipment Company) continues to own 0.02% of the stock.
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b. All other intellectual property that does not solely and
directly relate to the Energy Business and/or the Shipbuilding Business,
including but not limited to patents, copyrights, trademarks, service marks,
tradenames, know-how, trade secrets, licenses and rights therein.
15C. Effective as of November 30, 1996 following the consummation of
steps C(6) through C(8), Tenneco Corporation will transfer all of its ownership
interest (100% unless otherwise indicated) in the following entities to
Industrial Company as a contribution to capital and in exchange and
consideration for additional shares of stock of Industrial Company. The
transfer of the Xxxxxx Limited Partnership interest is subject to receipt of
the consent of the Xxxxxx Noteholders referred to in step B(8)(a).
STOCK AND PARTNERSHIP INTEREST RECEIVED IN STEPS (6)-(8)
Xxxxxx Limited Partnership (95% limited partner interest)
Tenneco International Holding Corp. (100% interest in Common
Stock and 100% interest in $8.00 Junior Preferred Stock)
Autopartes Xxxxxx, X.X. de C.V. (Mexico)(0.02%)
Omni-Pac GmbH (Germany)(1%)
Omni-Pac S.A.R.L. (France)(97%)
Tenneco Automotive Trading Company
Tenneco United Kingdom Holdings Limited
Xxxxxx Europe, Inc.
Xxxxxx Norge A/S (Norway)
15D. Effective as of December 1, 1996, TGP will transfer to Tenneco
Corporation as a contribution to capital the assets listed on Schedule I.
Tenneco Corporation will transfer the assets to Industrial Company as a
contribution to capital. Industrial Company will transfer the assets to Tenneco
Management Company as a contribution to capital.(5)
15E. On the Distribution Date following the consummation of step C(11),
Tenneco Corporation will transfer the stock of the following entities to
Industrial Company as a contribution to capital:
STOCK RECEIVED IN STEP (11)
Tenneco Packaging Inc.
PCA Leasing Company
15F. On the Distribution Date following the consummation of steps C(1)
through C(15E), Tenneco Corporation will transfer all of its assets (excluding
the stock of Industrial Company, Shipbuilding Company, Midwestern, and CIGC,
but including the intercompany receivable from Tenneco received in step C(10B))
and all of its liabilities (excluding liabilities for accrued taxes) to
Midwestern as a contribution to capital. Midwestern will transfer such assets
and liabilities to New
---------------
(5) These transfers are being effected as of December 1, 1996 because the
transfer of the partnership interest in Waukegan Corporate Aviation Facilities
cannot become effective earlier than the first day of the month following the
month in which the transfer is approved by the partnership.
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Midwestern as a contribution to capital. Tenneco Corporation shall not acquire
any assets following the consummation of step C(15F) and Tenneco Corporation and
Midwestern will enter in to an agreement pursuant to which any assets
inadvertently acquired by Tenneco Corporation following the consummation of
step C(15F) will be deemed contributed to the capital of Midwestern immediately
upon acquisition without any further action by the parties.
16A. On the Distribution Date following the consummation of steps C(1)
through C(15F), Tenneco Corporation will transfer all of the stock of
Shipbuilding Company and Industrial Company of TGP as a distribution with
respect to stock (i.e., return of contributed surplus).
16B. On the Distribution Date following the consummation of step C(16A)
and prior to the consummation of step C(17), Tenneco will purchase the debt of
TGP as follows:
a. Pursuant to a tender offer made on November 8, 1996, Tenneco
will purchase the debt of TGP validly tendered by the holders (and not
withdrawn) at or prior to 5:00 p.m. New York City time on December 10, 1996
(the "Expiration Time").(6) Using the funds received by Tenneco in step C(10B)
(which are being are being held by The Chase Manhattan Bank as Depositary for
the offers to purchase TGP, TCC, and Tenneco debt), on the Distribution Date
Tenneco will purchase the tendered TGP debt, excluding interest to be paid by
TGP. Also on the Distribution Date, TGP will transfer to The Chase Manhattan
Bank as Depositary for the tender offers an amount of funds equal to the
interest to be paid by TGP pursuant to the terms of the tender offer. To
document TGP's payment of interest on the tendered debt, on the Distribution
Date Tenneco will make an actual transfer of funds into a TGP account (as an
intercompany advance), and TGP will transfer funds from that account to Chase's
Depositary account.
b. Tenneco will transfer the TGP debt acquired in step C(16B)(a)
to TGP in exchange for cash equal to Tenneco's cost of acquiring the debt
(including fees and expenses paid by Tenneco in connection with the purchase of
the TGP debt, but excluding accrued interest paid by TGP), thereby
extinguishing the debt.
c. Tenneco will transfer the cash received in step C(16B)(b) to
TGP as an intercompany advance.
The transfers of cash described in steps C(16B)(b) and C(16B)(c) will be
accomplished using a daylight overdraft.
17. On the Distribution Date following the consummation of steps C(16A)
and C(16B), TGP will transfer all of the stock of Shipbuilding Company and
Industrial Company to Tenneco as a distribution with respect to stock (i.e.,
return of contributed surplus).
18. On the Distribution Date following the consummation of step C(17),
Industrial Company will transfer to Tenneco as a dividend the net intercompany
account payable owed by Tenneco to Industrial Company.
---------------
(6) These Transaction Steps assume that the tender offer will not be extended
or earlier terminated.
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19. On the Distribution Date following the consummation of step C(17),
Industrial Company will participate in the Debt Realignment as follows:
a. Industrial Company will borrow $347,000,000 under a new
credit facility an amount equal to the amount necessary to fund, after payment
of credit facility expenses, a dividend to Tenneco (see step C(19)(d)) which,
when used by Tenneco to fund the retirement of debt pursuant to the Tenneco
debt tender offer, will cause the Actual Energy Debt Amount to be equal to the
Base Amount, as estimated on the Distribution Date.
b. Industrial Company's offer to exchange up to $1,950,000,000
face amount of Industrial Company debt for certain Tenneco debt will expire at
5:00 p.m. New York City time on December 10, 1996 (the "expiration time").(7)
Pursuant to the exchange offer, Industrial Company will accept for exchange
Tenneco debt validly tendered and not withdrawn as of the expiration time, and
will acquire such Tenneco debt by issuing new debt in exchange therefor on the
first NYSE trading day following the expiration time (the "issuance date,"
which is also the Distribution Date). On the Distribution Date, Industrial
Company will deliver the new debt certificates to The Chase Manhattan Bank as
exchange agent for the holders of Tenneco debt participating in the exchange.
The exchange agent will deliver the new debt certificates to such holders on
the third trading day following the expiration time (the "exchange date"). Also
on the Distribution Date, Industrial Company will transfer cash (from the funds
received in step C(19)(a)) to the exchange agent equal to the amount of
interest accrued on the exchanged Tenneco debt up to but excluding the issuance
date; provided that Tenneco, and not Industrial Company, will pay accrued
interest up to the issuance date on exchanged Tenneco debt for which the record
date for any interest payment is prior to the Distribution Date and for which
the payment date for such interest payment is after the issuance date. Interest
on the new debt will accrue from and including the issuance date ("straddle
interest"). To document Tenneco's payment of straddle interest on the exchange
debt as required by the exchange offer, Tenneco will transfer funds equal to
the required payment of straddle interest from a Tenneco Inc. account to the
account to be used by The Chase Manhattan Bank as exchange agent for the
payment of such interest pursuant to the exchange offer.
c. Tenneco will transfer to Industrial Company in exchange for
the Tenneco debt acquired by Industrial Company in step C(19)(b) an amount of
funds equal to the fair market value of the debt issued by Industrial Company
to acquire the Tenneco debt in step C(19)(b), plus the accrued interest to be
paid by Industrial Company on the Tenneco debt, plus any fees and expenses
incurred by Industrial Company in connection with the exchange.
d. Industrial Company will transfer to Tenneco as a dividend
the funds received in steps C(19)(a) and C(19)(c) remaining after payment of
accrued interest on the tendered Tenneco debt and expenses related to the
credit facility and debt exchange.
To document that the funds received in step C(19)(a) and transferred to Tenneco
in step C(19)(d) were used by Tenneco to retire debt, the funds will be
transferred directly from Xxxxxx Guaranty
----------
(7) These Transaction Steps assume that the exchange offer will not be extended
or earlier terminated.
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Trust Company of New York as administrative agent for the lenders under the
Industrial Company credit facility to The Chase Manhattan Bank as Depositary
for the Tenneco debt tender offer (see step C(20)(b)). The funds to be received
by Industrial Company in step C(19)(c) and then transferred to Tenneco in step
C(19)(d) will be arranged under a daylight overdraft facility.
20. On the Distribution Date following the consummation of step C(17),
Tenneco will participate in the Debt Realignment as follows:
a. Tenneco will borrow $2,164,000,000 under a new credit
facility (the "Tenneco Credit Facility") an amount equal to the amount
necessary to cause the Actual Energy Debt Amount to be equal to the Base
Amount, as estimated on the Distribution Date, taking into account funds
utilized in the Debt Realignment.
b. Pursuant to a tender offer made on November 8, 1996, Tenneco
will purchase the debt of Tenneco and TCC validly tendered by the holders (and
not withdrawn) at or prior to 5:00 p.m. New York City time on December 10, 1996
(the "Expiration Time").(3) From the funds received in step C(20)(a), on the
Distribution Date Tenneco will transfer to The Chase Manhattan Bank as
Depositary for the tender offers an amount of funds sufficient to fund the
purchases of the tendered Tenneco and TCC debt, taking into account the funds
deposited with Chase as Depositary as described in steps C(10B) and C(19)(d)
and the utilization of a portion of such funds as contemplated by step
C(16B)(a). Chase will use such funds to effect the purchases of the tendered
Tenneco and TCC debt on behalf of Tenneco.
c. Tenneco will transfer to TCC the debt of TCC acquired in
step C(20)(b) in exchange for cash equal to Tenneco's cost of acquiring the
TCC debt, including accrued interest plus any fees and expenses incurred by
Tenneco in connection with the acquisition of the TCC debt. Tenneco will use
the cash to repay its intercompany loan from TCC or to make an intercompany
advance to TCC. Step C(20)(c) will be accompanied using a daylight overdraft.
d. Tenneco will repay all of its outstanding bank debt and
commercial paper, pay transaction expenses, transfer funds to Shipbuilding
Company and TGP as necessary to fund the Guaranteed Shipbuilding Cash Amount
and the Guaranteed Energy Cash Amount, respectively (as defined in the Debt and
Cash Allocation Agreement), and fund cash expenditures of Tenneco and its
affiliates for the Distribution Date. To the extent the Shipbuilding Group cash
and cash equivalents on the Distribution Date (taking into account all of the
foregoing transactions) exceeds the Guaranteed Shipbuilding Cash Amount, the
excess shall be transferred by Shipbuilding Company to Tenneco as a dividend.
To the extent the Energy Group cash and cash equivalents on the Distribution
Date (taking into account all of the foregoing transactions, and including the
dividend described in the previous sentence) exceeds the Guaranteed Energy Cash
Amount, Tenneco shall transfer such excess to Industrial Company as a
contribution to capital.
e. Tenneco will transfer to TGP as a contribution to capital
all of its assets other than the stock of TGP and the note receivable from
I.C.H. Corporation, and all of its liabilities other than
------------------
(3) These Transaction Steps assume that the tender offer will not be extended or
earlier terminated.
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the Consolidated Debt issued by Tenneco (as defined in the Debt Realignment
Plan attached as Exhibit C to the Merger Agreement, including the untendered
portions of Tenneco public debt and the Tenneco Revolving Debt incurred under
the Tenneco Credit Facility), accrued taxes, and unpaid dividends.
Following step 20, Tenneco should have no assets other than the stock of TGP
and the note receivable from I.C.H. Corporation, and no liabilities other than
the Tenneco Credit Facility, the untendered portion of the Tenneco Consolidated
Debt, accrued taxes, and unpaid dividends. Tenneco shall not acquire any assets
following the consummation of step 20, and Tenneco and TGP will enter into an
agreement pursuant to which any assets inadvertently acquired by Tenneco
following the consummation of step 20 will be deemed contributed to the capital
of TGP immediately upon acquisition without any further action by the parties.
21. Effective as of November 30, 1996, TGP will transfer to Tenneco
Asheville Inc., a newly formed wholly owned subsidiary of TGP, as a
contribution to capital the assets and liabilities associated with the Xxxxxx
Manufacturing property located in Asheville, NC. TGP will then transfer the
stock of Tenneco Asheville Inc. to Tenneco Corporation as a contribution to
capital, and Tenneco Corporation will transfer the stock of Tenneco Asheville
Inc. to Industrial Company as a contribution to capital.
22. Effective as of November 1, 1996, Tenneco Liquidation Company
(formerly Tenneco Business Services Inc.) will transfer all of its assets and
liabilities to Tenneco Business Services Inc. (formerly Tenneco Technology
Services Inc.). Tenneco Liquidation Company will change its name to Tenneco
Business Services Holdings Inc.
23. On the Distribution Date immediately before the Distributions,
Industrial Company and Shipbuilding Company will issued a stock dividend to
Tenneco as provided in Section 2.02 of the Distribution Agreement.
D. DISTRIBUTIONS AND MERGER
1. On the Distribution Date following the consummation of steps C(1)
through C(23), Tenneco will distribute all of the stock of Industrial Company
and Shipbuilding Company to Tenneco shareholders as a distribution with respect
to stock (i.e., return of contributed surplus) pro rata on the basis of one
share of Industrial Company stock for one share of Tenneco common stock
outstanding and on the basis of one share of Shipbuilding Company stock for
five shares of Tenneco common stock outstanding. Cash will be paid in lieu of
issuing fractional shares of Shipbuilding Company stock. Each share of stock of
Industrial Company and Shipbuilding Company will have attached to it stock
purchase rights (the "Rights") which will entitle the holder to purchase
certain stock of Industrial Company or Shipbuilding Company, as the case may
be, upon the occurrence of certain triggering events.
2. Effective as of the Distribution Date, the account of the employees
of the Shipbuilding Business in the Tenneco Thrift Plan will be transferred to
a Shipbuilding Company qualified plan (the "Shipbuilding Company Thrift Plan")
as of the distribution date. The Shipbuilding Company Thrift Plan will include
an employee stock ownership plan ("ESOP"), and Shipbuilding Company
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stock received with respect to Tenneco stock on their accounts will held
subject to the terms of the ESOP.
3. Effective as of 8:00 a.m. EST on the day following the Distribution
Date, Industrial Company, Acquiror, Acquiror Sub A1, and Acquiror Parent will
consummate the merger of Acquiror Sub A1 into Tenneco (the "Merger").
E. POST-MERGER TRANSACTIONS
1. [Despite transfers of 401(k) accounts and communication of
opportunity to sell shares of non-employer stock.]
2. [Describe settlement of cash under Debt and Cash Allocation
Agreement. If there is a transfer of excess cash from Shipbuilding Company to
Industrial Company, the transfer should be treated as dividend by Shipbuilding
Company to Tenneco and a contribution by Tenneco to the capital of Industrial
Company immediately prior to step D(1). If there is a transfer of cash from
Industrial Company to Shipbuilding Company, the transfer should be treated as
dividend by Industrial Company to Tenneco and a contribution by Tenneco to the
capital of Shipbuilding Company immediately prior to step D(1). Any transfer of
cash from Tenneco to Industrial Company should be treated as a contribution by
Tenneco to the capital Industrial Company immediately prior to step D(1), and
any transfer of cash from Industrial Company to Tenneco should be treated as a
dividend by Industrial Company to Tenneco immediately prior to step D(1).]
3. Effective as of December 12, 1996, Tenneco will make arrangements
for the funding of the Energy Business cash requirements without flowing cash
through Tenneco and without creating any intercompany receivables held by
Tenneco. As soon as practical after the Effective Time, Tenneco will close all
of its bank accounts.
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Schedule 1
Pursuant to the Corporate Restructuring Transactions, the following assets
owned by TGP shall be transferred to Tenneco Management Company.
1. Aviation Assets.
a. All fixed wing corporate aircraft (except the Gulfstream
G-II, serial number 248, and Rolls Royce Spey Model 511-8 engines,
manufacturer's Serial Numbers 9816 and 9844), and spare parts for the aircraft
which as of the Effective time will not have a net book value in excess of $1
million.
b. Limited partner interest in the Waukegan Corporate Aviation
Facilities, an Illinois limited partnership (which owns the Waukegan, Illinois
airport hanger facility and common facilities), the furniture, fixtures, and
equipment owned by TGP located at the Waukegan aviation facilities, the stock
of Corporate Hangar Services, Inc., an Illinois corporation (which is the
corporate general partner of Waukegan Corporate Aviation Facility), and TGP's
sublease of the aviation facilities from Waukegan Corporate Aviation
Facilities.
c. Certain furniture, fixtures, and equipment located in the
Houston, Texas airport hangar facilities associated with the fixed wing
aircraft described in clause (a), which at the Effective Time will not have a
net book value in excess of $1 million.
2. Furniture, Fixtures, and Equipment. Furniture, fixtures, and
equipment (including furnishings and computer equipment) which as of the
Effective Time will not have a net book value in excess of $2 million located
in:
a. Greenwich, CT Management Center.
b. Washington, D.C. office.
c. Houston, Texas office.
3. Xxxxxxxx & Xxxxxx Note. The long-term note receivable from Xxxxxxxx
& Xxxxxx Americas Inc. in the amount of $6,936,384 as of October 31, 1996.
26
Exhibit E
to the
Distribution Agreement
27
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc. (Delaware)
Tennessee Gas Pipeline Company (Delaware)............................. 100%
Altamont Service Corporation (Delaware)............................ 000
Xxxxxxxx Xxx Xxxxxxxxxxxx Xxxxxx Limited (Canada)............... 100
(Altamont Service Corporation is the registered holder of all
of the issued and outstanding shares of Altamont Gas
Transmission Canada Limited, as Trustee for Altamont Gas
Transmission Company, a Joint Venture)
Border Gas Inc. (Delaware) (a close corp.)......................... 37.5
(Tennessee Gas Pipeline Company owns 100% of the Class A Common
Stock, 37.5% of the total equity, and 37.5% of the total voting
stock; unaffiliated companies (Texas Eastern Transmission
Corporation, El Paso Natural Gas Company, Transcontinental Gas
Pipe Line Corporation, Southern Natural Gas Company, and
Florida Gas Transmission Company) own the remaining stock and
equity)
Eastern Insurance Company Limited (Bermuda)........................ 000
Xxxx Xxxxxxxxx Natural Gas Company (Tennessee)..................... 100
Tenneco East Natural Gas L.P. (Delaware Limited Partnership).... 1
(East Tennessee Natural Gas Company, as General Partner,
owns 1%; and Tenneco East Corporation, as Limited Partner,
owns 99%)
Energy TRACS, Inc. (Delaware)...................................... 000
Xxxxxxx Xxxxxxx Small Business Equity Funds, Inc. (Texas).......... ??
Xxxx County Land Company (Delaware)................................ 100
Tenneco Equipment Corporation (Delaware)........................ 100
Xxxxxx Drilling Co., Inc. (Delaware)
Bluefin Supply Company (Delaware)......................... 100
Xxxxxx do Brasil Perfuacoes Maritimas Ltda. (Brazil)...... 0.16
(in dissolution)
(Bluefin Supply Company owns 0.16%; and Xxxxxx Drilling
Co., Inc. owns 99.84%)
Xxxxxx do Brasil Perfuacoes Maritimas Ltda. (Brazil)...... 99.84
(in dissolution)
(Xxxxxx Drilling Co., Inc. owns 99.84%; and Bluefin
Supply Company owns 0.16%)
Tenneco Equipment Holding I Company (Delaware)............... 100
Tenneco Equipment Holding II Company (Delaware).............. 100
Tenneco Equipment Holding III Company (Delaware)............. 100
Tenneco Equipment Holding V Company (North Dakota)........ 100
Tenneco Equipment Holding IV Company (Wisconsin)............. 100
Tenneco Equipment Holding VI Company (Illinois).............. 100
Tenneco West, Inc. (Delaware)................................... 100
Xxxx County Land Company, Inc. (California).................. 100
Kern River Corporation (Delaware).................................. 0.01
Land Ventures, Inc. (Delaware)..................................... 100
MESBIC Financial Corporation of Houston (Texas).................... ??
Midwestern Gas Marketing Company (Delaware)........................ 100
Mont Belvieu Land Company (Delaware)............................... 100
1
28
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
New Tenn Company (Delaware)...................................... 100
(New Tenn Company and New Tennessee Gas Pipeline are in the
process of being merged into Tennessee Gas Pipeline Company.)
New Tennessee Gas Pipeline Company (Delaware).................... 100
(New Tenn Company and New Tennessee Gas Pipeline are in the
process of being merged into Tennessee Gas Pipeline Company.)
S.K. Petroleum Company (Delaware)................................ 100
Sandbar Petroleum Company (Delaware)............................. 100
Tennchase Inc. (Texas)........................................... 100
Tenneco Alaska, Inc. (Alaska).................................... 100
Tenneco-Altamont Corporation (Delaware).......................... 100
Altamont Gas Transmission Company (Delaware Joint Venture).... 53.34
(Tenneco-Altamont Corporation owns 53-1/3%; Amoco Altamont
Company, an unaffiliated company, owns 33-1/3%; and Entech
Altamont, Inc., an unaffiliated company, owns 13-1/3%.)
Tenneco Argentina Corporation (Delaware)......................... 100
Tenneco Baja California Corporation (Delaware)................... 100
Tenneco Communications Corporation (Delaware).................... 100
Tenneco Corporation (Delaware)................................... 100
(Tennessee Gas Pipeline Company owns 100% of the Common
Stock; Tenneco Credit Corporation owns ___% of the Second
Preferred Stock; Tenneco Equipment Corporation owns ___% of
the Second Preferred Stock; and Tenneco International Inc.
owns ___% of the Second Preferred Stock.)
Channel Industries Gas Company (Delaware)...................... 100
Tenneco Energy Marketing Company (Kentucky)................. 100
Creole Gas Pipeline Corporation (Louisiana).............. 100
Entrade Pipeline Company (Kentucky)...................... 100
Channel Gas Marketing Company (Delaware).................... 100
Oasis Pipe Line Company (Delaware)....................... 30
(Channel Gas Marketing Company owns 100% of the issued
and outstanding Series B Preference Stock and 30% of
the Common Stock, 30% of total equity; Dow Chemical
Company, an unaffiliated company owns 100% of the
issued and outstanding Series A Preference Stock and
70% of the Common Stock, 70% of total equity.)
Tenneco Gas Processing Company (Delaware)................... 100
Tenneco Independent Power I Company (Delaware).............. 100
Tenneco Independent Power II Company (Delaware)............. 100
Tenneco Insurance Ventures (Delaware)....................... 100
Tenneco Offshore Gathering Company (Delaware)............... 100
Tenneco Gas Marketing Company (Delaware).................... 100
2
29
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Subsidiaries of Tenneco Corporation
Subsidiaries of Channel Industries Gas Company
Tenneco Power Generation Company (Delaware)....................... 100
Orange Acquisition, Inc. (Delaware)............................. 100
Orange Cogeneration Limited Partnership (Delaware Limited
Partnership).................................................. 49.5
(Orange Acquisition Inc. owns 49.5% as a Limited Partner; CSW
Orange, Inc., an unaffiliated company, owns _____% as a
Limited Partner; and Orange Cogeneration GP, Inc. owns _____%
as General Partner.)
Orange Cogeneration XX XX, Inc. (Delaware).................... 50
(Tenneco Power Generation Company owns 50%; and CSW
Development-I, Inc., an unaffiliated company, owns 50%.)
Orange Cogeneration G.P., Inc. (Delaware).................... 100
Polk Power XX XX, Inc. (Delaware).............................. 50
(Tenneco Power Generation Company owns 50% and CSW
Development-I, Inc., an unaffiliated company, owns 50%.)
Polk Power GP, Inc........................................... 100
Tenneco Ethanol Company (Delaware)............................. 100
Tenneco Ethanol Services Company (Delaware).................... 000
Xxxx Xxxxxx Xxxxxxxxxxxx Company (Delaware).................... 100
Midwestern Gas Transmission Company (Delaware)................... 100
Deepsea Ventures, Inc. (Delaware).............................. ??
Entrade Engine Company (Kentucky).............................. 100
H.T. Gathering Company (Texas)................................. 50
(Midwestern Gas Transmission Company owns 50% of the issued
and outstanding Class A Voting Stock and 20% of the Class B
Nonvoting Stock, 29% of the total equity; and Houston Pipe
Line Company, an unaffiliated company, owns 50% of the issued
and outstanding Class A Voting Stock and 80% of the Class B
Nonvoting Stock, 71% of the total equity.)
New Midwestern Inc. (Delaware)................................. 100
Petro-Tex Chemical Corporation (Delaware) (in dissolution)..... 100
(Certificate of Dissolution was filed in Delaware on January
18, 1995, Final dissolution date will be January 18, 1998,
subject to settlement of any other outstanding business.)
SWL Security Corp. (Texas)..................................... 100
Tenneco Midwest Natural Gas L.P. (Delaware Limited
Partnership)................................................. 1
(Midwestern Gas Transmission Company, as General Partner,
owns 1%; and Tenneco Midwest Corporation, as Limited Partner
owns 99%.)
Tenneco Minerals Company - California (Delaware)............... 100
Tenneco Minerals Company - Nevada (Delaware)................... 100
Tenneco OCS Company, Inc. (Delaware)........................... 100
Tenneco Oil Company (Delaware)................................. 100
3
30
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Subsidiaries of Tenneco Corporation
Subsidiaries of Midwestern Gas Transmission Company
Tenneco Polymers, Inc. (Delaware)............................ 100
Tenneco Eastern Realty, Inc. (New Jersey).................... 100
Tennessee Overthrust Gas Company (Delaware).................. 100
Overthrust Pipeline Company (Delaware General Partner).... 18
(Tennessee Overthrust Gas Company owns an 18% general
partnership interest; unaffiliated parties own 82%
partnership interest)
TGP Corporation (Delaware)................................... 100
Tenneco Credit Corporation (Delaware).............................. 100
TenFac Corporation (Delaware)................................... 100
Tenneco Deepwater Gathering Company (Delaware)..................... 100
Tenneco Delta XII Gas Co., Inc. (Delaware)......................... 100
Tenneco East Corporation (Delaware)................................ 100
Tenneco East Ntural Gas L.P. (Delaware Limited Partnership)..... 99
(Tenneco East Corporation, as Limited Partner, owns 99%; and
East Tennessee Natural Gas Company, as General Partner,
owns 1%)
Tenneco Energy Europe Inc. (Delaware).............................. 100
Tenneco Energy Hungary Inc. (Delaware).......................... 99
[Tenneco Energy Hungary B.V. (Netherlands)................... ??]
Tenneco Energy Ltd. (Canada)....................................... 100
Tenneco Energy Services Company (Delaware)......................... 100
GreyStar Corporation (Texas).................................... 50
(Tenneco Energy Services Company owns 50%, and unaffiliated
parties own 50%. Tenneco Energy Services Company owns
1,135,294 shares of Series B Preferred Stock, $0.01 par value
per share.)
Tenneco Energy AIRCO Inc. (Delaware)............................ 100
Tenneco Energy OGS Inc. (Delaware).............................. 100
Tenneco Energy TEPSCO Inc. (Delaware)........................... 100
Tenneco Energy Inc. (Delaware)..................................... 100
Tenneco EIS Company (Delaware).................................. 100
Tenneco EIS Canada Ltd. (Alberta)............................ 100
Tenneco Gas Transportation Company (Delaware)................... 100
Tenneco Gas Canada, Ltd. (Ontario)................................. 100
Tenneco Gas International Inc. (Delaware).......................... 100
Tenneco Energy China Inc. (Delaware)............................ 100
Tenneco Gas Brazil Corporation (Delaware)....................... 100
Tenneco Gas International Servicos do Brasil Ltda (Brazil)... 100
Tenneco Gas Chile Corporation (Delaware)........................ 100
Tenneco Energy International (East Asia/Pacific) Inc.
(Delaware)................................................... 100
Tenneco Gas Services (Chile) Corporation (Delaware)............. 100
Tenneco Gas Transportes S.A. (Chile)......................... 100
Tenneco Gas Latin America Inc. (Delaware)....................... 100
4
31
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Tenneco Gas Louisiana Inc. (Delaware) ................................ 100
Xxxxxx Exploration Company (Delaware) ............................. 100
Tenneco Gas Production Corporation (Delaware) ........................ 100
Tenneco Gas Properties Inc. (Delaware) ............................... 100
Tenneco Gas Services, Inc. (Delaware) ................................ 100
Tenneco Gas Supply Corporation (Delaware) ............................ 100
Tenneco Gas Australia Inc. (Delaware) ................................ 100
Tenneco Holdings Pty. Ltd. (Australia) ............................ 100
Sulawesi Energy Pty Ltd. (Australia) ........................... 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Tenneco
Holdings Pty. Ltd. will own 50%, and an unaffiliated
company will own 50%.)
PT Energi Sengkang (Indonesia)............................... 95
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Sulawesi
Energy Pty. Ltd. will own 95%, and an unaffiliated
company will own 5%.)
Tenneco Energy Australia Pty. Limited (Australia) .............. 100
Tenneco Energy Queensland Pty. Limited (Australia) .......... 100
Tenneco Energy South Australia Pty. Limited (Australia) ..... 100
Tenneco Energy Operations and Maintenance Pty. Ltd. ............ 100
Energy Management Technical Systems Pty. Ltd. (Australia) ... 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Tenneco
Energy Operations and Maintenance Pty. Ltd. will own
50%, and an unaffiliated company will own 50%.)
Tenneco Sulawesi Gas Pty. Ltd. (Australia) ..................... 100
Energy Equity (Sengkang) Pty. Ltd. (Australia) .............. 50
(Upon the acquisition of the Energy Equity subsidiaries
contemplated for the South Sulawesi Project, Tenneco
Sulawesi Gas Pty. Ltd. will own 50%, and an unaffiliated
company will own 50%.)
Galtee Limited (Cayman Islands) ................................... 100
Tenneco International Inc. (Delaware) ................................ 100
Tenneco Nederland B.V. (Netherlands) .............................. 100
Tenneco Offshore Netherlands Company (Delaware) ................... 100
Tenneco Liquids Corporation (Delaware) ............................... 100
Tenneco Marketing Services Company (Delaware) ........................ 100
Tenneco MLP Inc. (Delaware) .......................................... 100
Polk Power Partners, L.P. (Delaware Limited Partnership) ....... 100
(Tenneco MLP Inc. owns __% as a Limited Partner; CSW
Mulberry, Inc., an unaffiliated company, owns __% as a
Limited Partner; GPSF-A Inc., an Unaffiliated company
owns __% as Preferred Limited Partner; and Polk Power
GP, Inc. owns __% as the General Partner.)
Tenneco MTBE, Inc. (Delaware) ........................................ 100
5
32
ENERGY SUBSIDIARIES
Subsidiaries of Tenneco Inc.
Subsidiaries of Tennessee Gas Pipeline Company
Tenneco Midwest Corporation (Delaware)................................ 100
Tenneco Midwest Natural Gas L.P. (Delaware Limited Partnership).... 99
(Tenneco Midwest Corporation, as Limited Partner, owns 99%; and
Midwestern Gas Transmission Company, as General Partner, owns
1%).
Tenneco Pittsfield Corporation (Delaware)............................. 100
Tenneco Portland Corporation (Delaware)............................... 100
Tenneco Realty, Inc. (Delaware)....................................... 100
Tenneco SNG Inc. (Delaware)........................................... 000
Xxxxxxx Xxxxx Acquisition, Inc. (Delaware)............................ 100
Tenneco Trinidad LNG, Inc. (Delaware)................................. 100
Tenneco Ventures Bolivia Corporation (Delaware)....................... 100
Tenneco Ventures Corporation (Delaware)............................... 100
Tenneco Ventures Poland Corporation (Delaware)........................ 100
Tenneco Western Market Center Corporation (Delaware).................. 100
The Western Market Center Joint Venture (Joint Venture)............ 50
(Tenneco Western Market Center Corporation owns 50%; Entech Gas
Ventures, Inc., an unaffiliated company, owns 15%; Questar WMC
Corporation, an unaffiliated company, owns 25%; and Fuels WMC
Corporation, an unaffiliated company, owns 10%.)
Tenneco Western Market Center Service Corporation (Delaware).......... 100
TennEcon Services, Inc. (Delaware) ................................... 100
Tenneco Energy Technology Consulting Services Inc. (Delaware)...... 100
Tennessee Gas Transmission Company (Delaware)......................... 100
Tennessee Storage Company (Delaware).................................. 100
Tennessee Trailblazer Gas Company (Delaware).......................... 100
Ten Ten Parking Garage Inc. (Delaware)................................ 100
The Fontanelle Corporation (Louisiana). .............................. 100
The F and E Oyster Partnership (Louisiana Partnership)............. 64
(The Fontanelle Corporation owns 64% as General Partner; and
Expedite Oyster, Inc., an unaffiliated company, owns, 36% as
General Partner.)
The LaChute Corporation (Louisiana)................................... 100
6
33
EXHIBIT G
TO THE
DISTRIBUTION AGREEMENT
34
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Subsidiaries of Tenneco Automotive Inc.
Tenneco Automotive Italia S.r.l. (Italy)............................ 15
(Tenneco Automotive Inc. owns 85%; and Monroe Auto
Equipment France, S.A. owns 15%)
Monroe Auto Pecas S.A. (Brazil)................................... 2.82
(Tenneco Automotive Inc. owns 2.82%; Monroe do Brazil Industria
e Comercio Ltda. Owns 82.71%; and Xxxxxxxx Aranha S/A, an
unaffiliated company, owns 14.47%)
Monroe-Mexico S.A. de C.V. (Mexico).............................. 99.99
(Tenneco Automotive Inc. owns 99.99%; and Industrial Company
owns 0.01%)
Precision Modular Assembly Corp. (Delaware)........................ 100
Rancho Industries Europe B.V. (Netherlands)........................ 100
Tenneco Automotive Foreign Sales Corporation Limited (Jamaica)..... 99
(Tenneco Automotive Inc. owns 99%; and Industrial Company owns
1%)
Tenneco Automotive International Sales Corporation
(DE-In Dissolution)............................................. 100
Tenneco Automotive Italia S.r.l. (Italy)........................... 85
(Tenneco Automotive Inc. owns 85%; and Monroe Auto Equipement
France, S.A. owns 15%)
Tenneco Automotive Japan Ltd. (Japan).............................. 100
The Pullman Company (Delaware)..................................... 100
Axios Produtos de Elastomeros Limitada (Brazil)................. 99
(99% The Pullman Company; 1% Peabody International
Corporation)
Clevite Industries Inc. (Delaware).............................. 100
Peabody International Corporation (Delaware).................... 100
Axios Produtos de Elastomeros Limitada (Brazil).............. 1
(99% The Pullman Company; 1% Peabody International
Corporation)
Barasset Corporation (Ohio).................................. 000
Xxxxxxx Xxxxxx Corporation (Delaware)........................ 000
Xxxxxxx Xxxxxx-Xxxxx, Inc. (Delaware)........................ 100
Peabody N.E., Inc. (Delaware)................................ 100
Peabody World Trade Corporation (Delaware)................... 100
Pullmex, S.A. de C.V. (Mexico)........................... 0.1
(99.9% The Pullman Company; 0.1% Peabody World Trade
Corporation)
Xxxxxxx-Xxxxx Corporation (Illinois)......................... 000
Xxxxxxx Xxxxxx Ltd. (Canada)................................. 61
(61% Peabody International Corporation; 39% The Pullman
Company)
Pullman Canada Ltd. (Canada).................................... 39
(61% Peabody International Corporation; 39% The Pullman
Company)
Pullman Standard, Inc. (Delaware)............................... 100
2
35
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Pullmex, S.A. de C.V. (Mexico).................................. 99.9
(99.9% The Pullman Company; 0.1% Peabody World Trade
Corporation)
Tenneco Automotive Trading Company (Delaware)......................... 100
Tenneco Brake, Inc. (Delaware)..................................... 100
Tenneco Brazil Ltda. (Brazil)......................................... 100
Monroe do Brazil Industria e Comercio Ltda. (Brazil)............... 100
Monroe Auto Pecas S.A. (Brazil)................................. 82.71
(Monroe do Brazil Industria e Comercio Ltda. Owns 82.71%;
Tenneco Automotive Inc. owns 2.82%; and Xxxxxxxx Aranha
S/A, an unaffiliated company owns 14.47%)
Tenneco Business Services Holdings Inc. (f/k/a Tenneco Business
Services Inc.)..................................................... 100
Tenneco Business Services Inc. (f/k/a Tenneco Technology
Services Inc.).................................................. 100
Tenneco Deutschland Holdinggesellschaft mbH (Germany)................. 99.97
(Industrial Company owns 99.97%; and Atlas Bermoegensverwaltung, an
unaffiliated company, owns 0.03%)
GILLET Unternehmesverwaltungs (Germany)............................ 100
Xxxxxxxx Xxxxxx GmbH & Co. KG (Germany)......................... 0.1
(GILLET Unternehmesverwaltungs GmbH owns 0.1%; and Tenneco
Deutschland Holdinggesellschaft mbH owns 99.9%)
Xxxxxxxx Xxxxxx GmbH & Co. KG (Germany)............................ 99.9
(Tenneco Deutschland Holdinggesellschaft mbH owns 99.9%; and
GILLET Unternchmesverwaltungs GmbH owns 0.1%)
Gillet-Abgassysteme Zwickau Gmbh (Germany)...................... 100
Mastra-Gillet Industria e Comercio Ltda. (Brazil)............... 50
(Xxxxxxxx Xxxxxx GmbH & Co. KG owns 50%; and Mastra Industria
e Comercio Ltda., an unaffiliated company, owns 50%)
Omni-Pac Ekco GmbH Verpackungsmittel (Germany)..................... 100
Omni-Pac Poland Sp. z o.o. (Poland)............................. 000
XXX Xxxxxxxxx Xxxxxx, S.L. (Spain).............................. 1
(Omni-Pac Ekco GmbH Verpackungsmittel owns 1%; and PCA
Verpackungsmittel GmbH owns 99%)
Omni-Pac GmbH (Germany)............................................ 99
(Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and
Industrial Company owns 1%)
Omni-Pac ApS (Denmark).......................................... 100
Omni-Pac A.B. (Sweden).......................................... 100
Omni-Pac S.A.R.L. (France)...................................... 3
(Omni-Pac GmbH owns 3%; and Industrial Company owns 97%)
Xxxxxx Deutschland GmbH (Germany).................................. 99
(Tenneco Deutschland Holdinggesellschaft mbH owns 99%; and
Industrial Company owns 1%)
Walker Gillet (Enrope) GmbH (Germany).............................. 100
Tenneco Foam Products Company......................................... 100
Tenneco Inc. (Nevada)................................................. 100
3
36
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Tenneco International Holding Corp. (Delaware)........................ 100
Monroe Australia Pty. Limited (Australia).......................... 000
Xxxxxx Xxxxxxx (Australia) Pty. Ltd. Australia)................. 100
Monroe Superannuation Pty. Ltd. (Australia)..................... 100
Xxxxxx Australia Pty. Limited (Australia)....................... 100
X.X. Xxxxxx Europe N.V. (Belgium).................................. 100
Borusan Amortisor Imalat Ve Ticaret A.S. (Turkey)............... 16.67
(X.X. Xxxxxx Europe N.V. owns 16.67%; Borusan Holding AS, an
unaffiliated company, owns 83.03%; and various unaffiliated
individual stockholders own 0.3%)
Monroe Europe Coordination Center N.V. (Belgium)................ 99.9
(X.X. Xxxxxx Europe N.V. owns 99.9%; and Monroe Auto
Equipment France, S.A. owns 0.1%)
Monroe Europe (UK) Limited (United Kingdom)..................... 18
(X.X. Xxxxxx Europe N.V. owns 18%; and Tenneco United
Kingdom Holdings Limited owns 82%)
Monroe Packaging N.V. (Belgium)................................. 99.9
(X.X. Xxxxxx Europe N.V. owns 99.9%; and Monroe Auto
Equipment France, S.A. owns 0.1%)
Tenneco Canada Inc. (Ontario)...................................... 51.28
(Tenneco International Holding Corp. Owns 100% of the issued and
outstanding Common Stock, 51.28% of total equity; and Tenneco
United Kingdom Holdings Limited owns 100% of the Class A Stock,
48.72% of total equity)
98174 Ontario Limited (Ontario)................................. 000
Xxxxxxx Xxxxxx Wholesale Finance Company (Alberta).............. 100
Tenneco Credit Canada Corporation (Alberta)..................... 100
Tenneco Espana Holdings, Inc. (Delaware)........................... 100
Louis Minuzzi E. Hijos S.A.I.C. (Argentina)..................... 100??
Monroe Springs (New Zealand) Pty. Ltd. (New Zealand)............ 100
Monroe Spain, S.A. (f/k/a Tenneco Espana, S.A.) (Spain)...... 100
Gillet Iberica, S.A. (Spain)................................. 100
Manufacturas Xxxxx, X.X. (Spain)............................. 100
Omni-Pac Embalajes S.A. (Spain).............................. 100
Reknowned Automotive Products Manufacturers Ltd. (India)........ 51
Xxxxxxxx Investments Limited (Mauritius)........................ 100
Hydraulics Limited (India)................................... 51
(Xxxxxxxx Investments Limited owns 51% and Bangalore Union
Services Limited, an unaffiliated company, owns 49%)
Tenneco Holdings Danmark A/S (Denmark)............................. 100
Gillet Exhaust Technologie (Proprietary) Limited
(South Africa).................................................. 000
Xxxxxx Xxxxx Xxxxxxxx, x.x.x. (Xxxxxxxx of Czechoslovakia)...... 100
Xxxxxxx Xxxxxx Portuguesa - Sistemas de Escape, Lda.
(Portugal)...................................................... 100
Xxxxxx Danmark A/S (Denmark).................................... 100
4
37
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Subsidiaries of Tenneco International Holding Corp. (Delaware)
Subsidiaries of Tenneco Holdings Danmark A/S (Denmark)
Xxxxxx Inapal Escapes, S.A. (Portugal)............................ 90
(Tenneco Holdings Danmark A/S owns 90%; Inapal, Industria
Nacional de Acessorios Para Automoveis, SA, an unaffiliated
company, owns 9.99%; and Xxxxxx Danmark A/S owns 0.01%
Xxxxxx France S.A. (France)....................................... 100
Constructions Metallurgiques de Wissembourg - Wimetal
(France)....................................................... 100
Societe Europeenne des Ensembles-Xxxxxx (France)............ 100
Gillet Tubes Technologies G.T.T. (France)...................... 100
Xxxxxx Sverige A.B. (Sweden)...................................... 100
Tenneco Management Company (Delaware)................................ 100
Tenneco Xxxxxxxx Acquisition Inc. (Delaware)......................... 100
Tenneco Packaging Hungary Holdings Inc. (Delaware)................... 100
Tenneco Packaging Inc. (Delaware).................................... 100
A&E Plastics, Inc. (Delaware)..................................... 100
Alupak A.G. (Switzerland)......................................... 100
American Cellulose Corporation (Delaware)......................... 100
(Tenneco Packaging Inc. owns 50%; and Xxxxx X. Xxxxx, an
unaffiliated individual, owns 50%)
The Corinth and Xxxxxx Railroad Company (Mississippi)............. 000
Xxxxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx Company (Wisconsin)...... 000
Xxxxxxxx Xxxxxxxx Xxxxxxxx Company (Florida)................... 100
Dahlonega Packaging Corporation (Delaware)........................ 100
Xxxxx Container Corporation (Virginia)............................ 100
Dixie Convoy Corporation (North Carolina)......................... 000
Xxxxxxxx XXX Packaging Co., Ltd. (Peoples Republic of China)...... 50
(Tenneco Packaging Inc. owns 50%; and Dongguan Dong Ya Color
Printing and Packaging Factory, an unaffiliated company,
owns 50%)
EKCO Products, Inc. (Illinois).................................... 100
E-Z Por Corporation (Delaware).................................... 100
Hexacomb Corporation (Illinois)................................... 100
Hexacomb International Sales Corporation (U.S. Virgin
Islands)....................................................... 100
Packaging Corporation of America (Nevada)......................... 000
XXX Box Company (Delaware)........................................ 100
PCA-Budafok (Kartongyar) Kft. (Hungary)........................... 000
XXX Hydro, Inc. (Delaware)........................................ 100
PCA Romania Srl (Romania)......................................... 50
(Tenneco Packaging Inc. owns 50%; and Kraftcorr Inc., an
unaffiliated company owns 50%)
PCA Tomahawk Corporation (Delaware)............................... 100
PCA Valdosta Corporation (Delaware)............................... 100
5
38
INDUSTRIAL SUBSIDIARIES
Subsidiaries of Industrial Company
Subsidiaries of Tenneco Packaging Inc.
PCA Verpackungsmittel GmbH (Germany)............................... 000
XXX Xxxxxxxxx Xxxxxx S.L. (Spain)............................... 99
(PCA Verpackungsmittel GmbH owns 99%; and Omni-Pac Xxxx
XxxX Xxxxxxxxxxxxxxxxx xxxx 0%)
XXX West Inc. (Delaware)........................................... 100
Coast-Packaging Company (California General Partnership)........ 50
(PCA West Inc. owns 50%, as General Partner; and X.X. Xxxxx
Sales Company, an unaffiliated company, owns 50%, as
General Partner)
Pressware International, Inc. (Delaware)........................... 100
Revere Foil Containers, Inc. (Delaware)............................ 100
Tenneco Packaging-Romania S.R.L. (Romania)......................... 100
Tenneco Plastics Company (Delaware)................................ 100
798795 Ontario Limited (Ontario)................................... 000
XXX Xxxxxx Inc. (Ontario)....................................... 100
Tenneco Retail Receivables Company (Delaware)......................... 100
Tenneco Romania Holdings Inc. (Delaware).............................. 100
Tenneco United Kingdom Holdings Limited (Delaware).................... 100
Monroe Europe (UK) Limited (United Kingdom)........................ 82
(Tenneco United Holdings Limited owns 82%; and X.X. Xxxxxx
Europe N.V. owns 18%)
Omni-Pac U.K. Limited (United Kingdom)............................. 100
Packaging Corporation of America (UK) Limited (Scotland)........... 100
Alpha Products (Bristol Limited (United Kingdom)................ 100
Calendered Plastics Limited (United Kingdom).................... 100
Delyn Packaging Limited (United Kingdom)........................ 000
Xxxxxx Plastics Limited (United Kingdom)........................ 100
Polbeth Packaging Limited (Scotland)............................ 100
Brucefield Plastics Limited (Scotland)....................... 100
Polbeth Packaging (Corby) Limited (Scotland)................. 000
Xxxxxxx Xxxxxx Inc. (Ontario)...................................... 48.72
(Tenneco United Kingdom Holdings Limited owns 100% of the Class
A Stock, 48.72% of total equity; and Tenneco International
Holding Corporation owns 100% of the issued and outstanding
common stock, 51.28% of total equity)
Tenneco Europe Limited (Delaware).................................. 100
Tenneco Asia Limited (United Kingdom)........................... 100
Tenneco International Finance Limited (United Kingdom)............. 100
Tenneco International Finance B.V. (Netherlands)................ 100
Tenneco Management (Europe) Limited (United Kingdom)............... 100
Tenneco Packaging (UK) Limited (United Kingdom).................... 100
Tenneco West Limited (United Kingdom).............................. 100
Xxxxxxxx and Stammers Dunmow (Number 6) Limited (United Kingdom)... 100
Xxxxxxxx and Stammers Dunmow (Number 7) Limited (United Kingdom)... 100
6
39
EXHIBIT J
TO THE
DISTRIBUTION AGREEMENT
40
SHIPBUILDING SUBSIDIARIES
Subsidiaries of Newport News Shipbuilding Inc. (Delaware) (formerly known as
Tenneco InterAmerica Inc.)
Newport News Shipbuilding and Dry Dock Company (Virginia) . . . . . . . 100%
Asheville Industries Inc. (North Carolina). . . . . . . . . . . . . . 100
Greeneville Industries Inc. (Virginia). . . . . . . . . . . . . . . . 100
Newport News Global Corporation (U.S. Virgin Islands) . . . . . . . . 100
Newport News Industrial Corporation (Virginia). . . . . . . . . . . . 100
Newport News Industrial Corporation of Ohio (Ohio). . . . . . . . . 100
Newport News Reactor Services, Inc. (Virginia). . . . . . . . . . . . 100
Tenneco Tanker Holding Corporation (Delaware) . . . . . . . . . . . . 100
The Xxxxx River Oyster Corporation (Virginia) . . . . . . . . . . . . 100
NNS Delaware Management Company (Delaware). . . . . . . . . . . . . . . 100
