Tenneco Automotive Inc. (ticker: TEN, exchange: New York Stock Exchange) News Release

November 4, 1999


GREENWICH, Conn.--(BUSINESS WIRE)--Nov. 4, 1999--Tenneco Inc. announced today that it has accepted all securities that were validly tendered and not withdrawn prior to the expiration of its cash tender offers and debt exchange offers, each of which commenced on Oct. 5, 1999.

The cash tender offers and exchange offers expired at 5:00 p.m., New York City time, on Nov. 3, 1999. The settlement of both the tender and exchange offers is scheduled for today. *T

The results of the tender offers are summarized below:


Cusip Outstanding Face Value (millions) Maturity Date Coupon Face Value Tendered (millions)
88037EAC5 $488.245 01-Oct-02 8.075% $477.648
88037EAD3 $246.817 15-Nov-99 8.200% $183.563
88037EAE1 $148.851 15-Nov-12 9.200% $148.114
88037EAF8 $175.839 01-Feb-01 10.075% $171.013
88037EAG6 $223.612 15-Mar-08 10.200% $222.009



Cusip Remaining Face Value Outstanding (millions) Percent Tendered
88037EAC5 $10.597 97.830%
88037EAD3 $63.254 74.372%
88037EAE1 $0.737 99.505%
88037EAF8 $4.826 97.255%
88037EAG6 $1.603 99.283%


The results of the exchange offers are summarized below:

Existing Tenneco Inc. Securities Tendered for Exchange

Cusip Maturity Date Old Coupon Face Value Exchanged (millions) Remaining Face Value Outstanding (millions) Percent Exchanged
88037EAA9 15-Dec-05 6.700% $298.930 $0.760 99.746%
88037EAB7 15-Dec-25 7.450% $276.404 $0.390 99.859%
88037OBQ3 15-Apr-07 7.500% $98.512 $1.488 98.512%
88037EAH4 15-Jun-17 7.625% $299.697 $0.303 99.899%
88037OBR1 15-Apr-27 7.875% $200.000 $0.000 100.000%


New Tenneco Packaging Securities To Be Issued

New Cusip Maturity Date New Coupon Face Value To Be Issued (millions)
880394AA 15-Dec-05 7.200% $298.917
880394AB 15-Dec-25 7.950% $276.402
880394AC 15-Apr-07 8.000% $98.510
880394AD 15-Jun-17 8.125% $299.695
880394AE 15-Apr-27 8.375% $200.000


*T Morgan Stanley Dean Witter and Credit Suisse First Boston acted as dealer managers for the tender offers and exchange offers and concurrent, related consent solicitations.

Completion of the debt tender and exchange offers will enable Tenneco to complete the realignment of corporate debt in relation to Tenneco Automotive and Tenneco Packaging prior to their becoming stand-alone public companies. The debt realignment precedes the tax-free spin-off of Tenneco Packaging to Tenneco's shareowners of record on Oct. 29. The spin-off will occur after the close of business New York City time on Nov. 4. Upon the spin-off, Tenneco Packaging will begin trading, Nov. 5 on the New York Stock Exchange under a new name and the symbol "PTV." Tenneco Automotive also will begin "regular way" trading Nov. 5 as "TEN."

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

Several statements in this press release are forward looking and are identified by the use of forward-looking words and phrases, such as "planned," "embody," "proposed," "relating to," "enables" and "will." These forward-looking statements are based on the current expectations of the Company (including its subsidiaries). Because forward looking statements involve risks and uncertainties, the Company's plans, actions and actual results could differ materially. Among the factors that could cause plans, actions and results to differ materially from current expectations are: (i) the general political, economic and competitive conditions in markets and countries where the Company and its subsidiaries operate, including currency fluctuations and other risks associated with operating in foreign countries; (ii) governmental actions, including the ability to receive regulatory approvals and the timing of such approvals; (iii) change in capital availability or costs; (iv) results of analysis regarding plans and strategic alternatives; (v) changes in consumer demand and prices, including decreases in demand for the Company's products and the resulting negative impact on its revenues and margins from such products; (vi) the cost of compliance with changes in regulations, including environmental regulations; (vii) workforce factors such as strikes or labor interruptions; (viii) material substitutions and increases in the costs of raw materials; (ix) the ability of the Company and its subsidiaries to integrate operations of acquired businesses quickly and in a cost-effective manner; (x) new technologies; (xi) the ability of the Company, its subsidiaries and those with whom they conduct business to timely resolve the Year 2000 issue (relating to potential equipment and computer failures by or at the change of the century), unanticipated costs of, problems with, or delays in resolving the Year 2000 issue, and the costs and impacts if the Year 2000 issue is not timely resolved; (xii) changes by the Financing Accounting Standards Board or other accounting regulatory bodies of authoritative generally accepted accounting principles or policies; and (xiii) the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond the control of the Company and its subsidiaries.