Press Releases

Tenneco Inc. Determines Debt Tender Offer Yields

November 1, 1999

GREENWICH, Conn.--(BUSINESS WIRE)--Nov. 1, 1999--Tenneco Inc. (NYSE: TEN) today announced the determination of the "Reference Yields" for its offer to purchase for cash any and all of approximately $1.0 billion principal amount of certain of its outstanding notes and debentures upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation dated Oct. 5, 1999 (the "Offer to Purchase"). The Reference Yields will be used to determine the consideration payable to holders of these securities whose securities are accepted for payment in the cash tender offers. The tender offers are scheduled to expire at 5:00 p.m., New York City time, on Nov. 3, 1999.

The consideration for securities properly tendered and accepted for cash payment will be determined in accordance with the procedures described in the Offer to Purchase. The summary of the tender offers and pricing information provided below is in all respects qualified by reference to, and is subject to the terms and conditions set forth, in the Offer to Purchase.

The following table shows the Reference Yields calculated as of 12:00 p.m. today and the applicable fixed spread and early tender premium (which is payable only to holders who validly tendered before the related consent solicitation expired at 5:00 p.m., New York City time, on Oct. 20, 1999) for these securities. The table also shows the "Total Consideration" (payable to holders who validly tendered before the consent solicitation expired) and "Purchase Price" (payable to holders who validly tender after the consent solicitation expired but before the related tender offer expires) for these securities based on a settlement date of Nov. 4, 1999. *T

Cusip Maturity Date Coupon Reference Security Reference Page
88037EAC5 01-Oct-02 8.075% 5.75% due 10/02 BBT5
88037EAE1 15-Nov-12 9.200% 6.00% due 8/09 BBT1
88037EAF8 01-Feb-01 10.075% 5.375% due 2/01 BBT4
88037EAG6 15-Mar-08 10.200% 6.00% due 8/09 BBT1


Reference Yield Fixed Spread Total Consideration* Early Tender Premium* Purchase Price*
5.906% 0.50% $1,043.56 $10 $1,033.56
6.049% 0.95% $1,186.11 $25 $1,161.11
5.745% 0.45% $1,045.50 $5 $1,040.50
6.049% 0.80% $1,210.53 $20 $1,190.53

* Per $1,000 principal amount tendered.

Separately the purchase price for $246.82 million principal amount of 8.20% notes due 11/15/1999 (cusip 88037EAD3) has been fixed as $1,003 per $1,000 principal amount of notes properly tendered and accepted for payment before the consent solicitation expired on Oct. 20, 1999, inclusive of an early tender premium of $5 per note. Investors who tender after the consent solicitation expired but before the tender offer expires will not receive the early tender premium.

Accrued and unpaid interest will be paid up to, but excluding, the settlement date of the tender offers, and will be paid concurrently with the payment of the Total Consideration or Purchase Price therefor.

Morgan Stanley Dean Witter and Credit Suisse First Boston are acting as dealer managers for the tender offers, Georgeson Shareholder Communications Inc. is acting as Information Agent and The Chase Manhattan Bank is the Depositary.

Questions regarding the offers should be directed to Morgan Stanley Dean Witter on 800-624-1808 or Credit Suisse First Boston on 800-820-1653. Requests for documentation should only be directed to Georgeson Shareholder Communications Inc. on 800-223-2064.

Tenneco is a $6 billion manufacturing company headquartered in Greenwich, Conn., with 38,000 employees worldwide. Tenneco Automotive is one of the world's largest producers and marketers of ride control and exhaust systems and products, which are sold under the Monroe(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 "offer," "subject to," "scheduled," "be determined," "qualified," "based" "validly," 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.