<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                             ---------------------
 
                                   FORM 10-Q
 
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
      FOR THE TRANSITION PERIOD FROM                  TO
 
                         COMMISSION FILE NUMBER 1-4101
 
                             ---------------------
 
                         TENNESSEE GAS PIPELINE COMPANY
             (Exact Name of Registrant as Specified in its Charter)
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                      74-1056569
         (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)
 
           EL PASO ENERGY BUILDING
        1001 LOUISIANA, HOUSTON, TEXAS                             77002
   (Address of Principal Executive Offices)                      (Zip Code)
</TABLE>
 
       Registrant's Telephone Number, Including Area Code: (713) 757-2131
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X] No [ ]
 
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
 
<TABLE>
<CAPTION>
                    CLASS                                       OUTSTANDING
                    -----                                       -----------
<S>                                                             <C>
   Common Stock, par value $5.00 per share,
              as of May 12, 1997                                 208 shares
</TABLE>
 
     TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS OF GENERAL INSTRUCTION
H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED
DISCLOSURE FORMAT AS PERMITTED BY SUCH INSTRUCTION.
 
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<PAGE>   2
 
                                    GLOSSARY
 
     The following abbreviations, acronyms, or defined terms used in this Form
10-Q are defined below:
 
<TABLE>
<CAPTION>
                                                      DEFINITIONS
                                                      -----------
<S>                           <C>
Company.....................  Tennessee Gas Pipeline Company and its subsidiaries
Court of Appeals............  United States Court of Appeals for the District of Columbia
                              Circuit
Distributions...............  Various intercompany transfers and distributions which
                              restructured, divided and separated the businesses, assets
                              and liabilities of Old Tenneco and its subsidiaries so that
                              all the assets, liabilities and operations related to the
                              automotive parts, packaging and administrative services
                              businesses and the shipbuilding business were spun-off to
                              Old Tenneco's then existing common stockholders.
EPG.........................  El Paso Natural Gas Company, unless the context otherwise
                              requires
EPTPC.......................  El Paso Tennessee Pipeline Co. (formerly Tenneco Inc.), an
                              indirect subsidiary of El Paso Natural Gas Company
FERC........................  The Federal Energy Regulatory Commission
GSR.........................  Gas supply realignment
Merger......................  The acquisition of El Paso Tennessee Pipeline Co. by El Paso
                              Natural Gas Company in December 1996
New Tenneco.................  Tenneco Inc., subsequent to the Merger and Distributions,
                              consisting of the automotive parts, packaging and
                              administrative services businesses
Old Tenneco.................  Tenneco Inc. (renamed El Paso Tennessee Pipeline Co.), prior
                              to its acquisition by El Paso Natural Gas Company
PCB(s)......................  Polychlorinated biphenyl(s)
PRP(s)......................  Potentially responsible party(ies)
SFAS........................  Statement of Financial Accounting Standards
TGP.........................  Tennessee Gas Pipeline Company, a wholly owned subsidiary of
                              El Paso Tennessee Pipeline Co.
</TABLE>
 
                                        i
<PAGE>   3
 
                        PART I -- FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                         TENNESSEE GAS PIPELINE COMPANY
 
                 CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
                                 (IN MILLIONS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                         FIRST QUARTER
                                                              -----------------------------------
                                                                    1997               1996
                                                              ----------------    ---------------
                                                              POST-ACQUISITION    PRE-ACQUISITION
                                                                CONSOLIDATED         COMBINED
<S>                                                           <C>                 <C>
Operating revenues..........................................        $689               $754
                                                                  ------               ----
Operating expenses
  Cost of gas and other products............................         463                486
  Operation and maintenance.................................          92                130
  Finance charges...........................................          --                 17
  Depreciation, depletion, and amortization.................          43                 41
  Taxes, other than income taxes............................          15                 17
                                                                  ------               ----
                                                                     613                691
                                                                  ------               ----
Operating income............................................          76                 63
                                                                  ------               ----
Other (income) and expense
  Interest and debt expense.................................          13                 14
  Gain on sale of asset, net................................          --                (10)
  Other -- net..............................................         (16)               (11)
                                                                  ------               ----
                                                                      (3)                (7)
                                                                  ------               ----
Income before income taxes..................................          79                 70
Income taxes................................................          31                 27
                                                                  ------               ----
Net income..................................................        $ 48               $ 43
                                                                  ======               ====
</TABLE>
 
 The accompanying Notes are an integral part of these Consolidated and Combined
                             Financial Statements.
 
                                        1
<PAGE>   4
 
                         TENNESSEE GAS PIPELINE COMPANY
 
                          CONSOLIDATED BALANCE SHEETS
                      (IN MILLIONS, EXCEPT SHARE AMOUNTS)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                               MARCH 31,
                                                                 1997        DECEMBER 31,
                                                              (UNAUDITED)        1996
                                                              -----------    ------------
<S>                                                           <C>            <C>
Current assets
  Cash and temporary investments............................    $   23          $   14
  Accounts and notes receivable, net........................       853             961
  Inventories...............................................        35              42
  Deferred income tax benefit...............................        40              67
  Other.....................................................       236             218
                                                                ------          ------
          Total current assets..............................     1,187           1,302
Property, plant, and equipment, net.........................     4,189           3,945
Notes receivable from EPTPC.................................       626             568
Other.......................................................       406             484
                                                                ------          ------
          Total assets......................................    $6,408          $6,299
                                                                ======          ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
  Accounts payable..........................................    $  580          $  578
  Short-term borrowings (including current maturities of
     long-term debt)........................................        15              15
  Note payable to EPG.......................................       125             170
  Accrual for regulatory issues.............................        --             167
  Other.....................................................       395             349
                                                                ------          ------
          Total current liabilities.........................     1,115           1,279
                                                                ------          ------
Long-term debt, less current maturities.....................       989           1,005
                                                                ------          ------
Deferred income taxes, less current portion.................       940             774
                                                                ------          ------
Other.......................................................       657             616
                                                                ------          ------
Commitments and contingent liabilities (See Note 2)
 
Stockholder's equity
  Common stock, par value $5.00 per share; authorized 300
     shares; issued 208 shares..............................        --              --
  Additional paid-in capital................................     2,659           2,625
  Retained earnings.........................................        48              --
                                                                ------          ------
          Total stockholder's equity........................     2,707           2,625
                                                                ------          ------
          Total liabilities and stockholder's equity........    $6,408          $6,299
                                                                ======          ======
</TABLE>
 
 The accompanying Notes are an integral part of these Consolidated and Combined
                             Financial Statements.
 
                                        2
<PAGE>   5
 
                         TENNESSEE GAS PIPELINE COMPANY
 
               CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                         FIRST QUARTER
                                                              -----------------------------------
                                                                    1997               1996
                                                              ----------------    ---------------
                                                              POST-ACQUISITION    PRE-ACQUISITION
                                                                CONSOLIDATED         COMBINED
<S>                                                           <C>                 <C>
Cash flows from operating activities
  Net income................................................       $   48              $  43
  Adjustments to reconcile net income to net cash provided
     by operating activities
     Depreciation, depletion, and amortization..............           43                 41
     Deferred income taxes (benefit)........................           44                (89)
     Working capital changes................................           68               (264)
     Other..................................................          (19)                71
                                                                  -------              -----
          Net cash provided by (used in) operating
            activities......................................          184               (198)
                                                                  -------              -----
Cash flows from investing activities
  Capital expenditures......................................          (16)               (55)
  Increase in cash funding to EPG...........................         (170)                --
  Collection of note receivable from partnership............           53                 --
  Net proceeds from disposal of property....................            3                244
  Other.....................................................           --                  2
                                                                  -------              -----
          Net cash provided by (used in) investing
            activities......................................         (130)               191
                                                                  -------              -----
Cash flows from financing activities
  Net proceeds from issue of long-term debt.................          883                 --
  Retirement of "push down" acquisition debt................         (883)                --
  Repayment of note payable to EPG..........................          (45)                --
  Net increase in capitalized notes and advances with
     affiliates.............................................           --               (474)
  Net cash contribution from affiliates.....................           --                317
  Other.....................................................           --                  2
                                                                  -------              -----
          Net cash used in financing activities.............          (45)              (155)
                                                                  -------              -----
Increase (decrease) in cash and temporary investments.......            9               (162)
Cash and temporary investments
          Beginning of period...............................           14                305
                                                                  -------              -----
          End of period.....................................       $   23              $ 143
                                                                  =======              =====
</TABLE>
 
 The accompanying Notes are an integral part of these Consolidated and Combined
                             Financial Statements.
 
                                        3
<PAGE>   6
 
                         TENNESSEE GAS PIPELINE COMPANY
 
            NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
1. BASIS OF PRESENTATION
 
     The 1996 Annual Report on Form 10-K for the Company includes a summary of
significant accounting policies and other disclosures and should be read in
conjunction with this Form 10-Q. The condensed consolidated and combined
financial statements at March 31, 1997, and for the quarters ended March 31,
1997, and 1996, are unaudited. The condensed consolidated balance sheet at
December 31, 1996, is derived from audited financial statements. The Company has
restated its historical financial statements for the quarter ended March 31,
1996, to reflect the Distributions. These financial statements do not include
all disclosures required by generally accepted accounting principles. In the
opinion of management, all material adjustments necessary to present fairly the
results of operations for such periods have been included. All such adjustments
are of a normal recurring nature. Results of operations for any interim period
are not necessarily indicative of the results of operations for the entire year
due to the cyclical nature of the Company's businesses. Financial statements for
the previous periods include certain reclassifications which were made to
conform to current presentation. Such reclassifications have no effect on
reported net income or stockholders' equity.
 
2. COMMITMENTS AND CONTINGENCIES
 
  Rates and Regulatory Matters
 
     On February 28, 1997, TGP filed with FERC a proposed settlement of all
issues related to the recovery by TGP of its GSR and other transition costs and
related proceedings (the "GSR Stipulation and Agreement"). On April 16, 1997,
FERC approved the settlement and TGP implemented the settlement on May 1, 1997.
Under the terms of the GSR Stipulation and Agreement, TGP will be entitled to
collect from customers a total of $770 million, of which approximately $625
million has been collected as of March 31, 1997. The remaining $145 million will
be collected through a two-year demand transportation surcharge and an
interruptible transportation surcharge. The terms of the GSR Stipulation and
Agreement also provide for a rate case moratorium through November 2000 (subject
to certain limited exceptions) and provide a rate cap, indexed to inflation,
through October 31, 2005, for certain of TGP's customers.
 
     In January 1995, FERC accepted TGP's rate case filed in December 1994,
suspended its effectiveness for the maximum period of five months pursuant to
the normal regulatory process, and set the matter for hearing. On July 1, 1995,
TGP began collecting rates, subject to refund, reflecting an $87 million
increase in TGP's annual revenue requirement. A stipulation was filed with an
Administrative Law Judge in this proceeding in April 1996. This stipulation
resolves the rates that are the subject of the December 1994 rate case,
including a structural rate design change that results in a larger proportion of
TGP's transportation revenues being dependent upon throughput. In October 1996,
FERC approved the stipulation with certain modifications and clarifications
which are not material. In January 1997, FERC issued an order denying requests
for rehearing of the October 1996 order. Under the stipulation agreement, TGP's
refund obligation was approximately $185 million, inclusive of interest, of
which $152 million was refunded to customers in March 1997 with the remaining
$33 million offset against GSR recoveries per customer election. TGP had
provided for these rate refunds. One party to the rate proceeding, a competitor
of TGP, filed with the Court of Appeals a Petition for Review of the FERC orders
approving the stipulation. The Company believes the FERC orders will be upheld.
 
  Environmental Matters
 
     As of March 31, 1997, the Company had a reserve of approximately $205
million related to the environmental assessments and remediation activities
discussed below.
 
                                        4
<PAGE>   7
 
     Since 1988, TGP has been engaged in an internal project to identify and
deal with the presence of PCBs and other substances of concern, including
substances on the United States Environmental Protection Agency List of
Hazardous Substances, at compressor stations and other facilities operated by
both its interstate and intrastate natural gas pipeline systems. While there are
still uncertainties relating to the ultimate costs which may be incurred, based
upon the Company's evaluation and experience to date, the Company believes that
the recorded estimate for the reserve is adequate.
 
     Following negotiations with its customers, TGP in May 1995 filed with FERC
a separate Stipulation and Agreement (the "Environmental Stipulation") that
established a mechanism for recovering a substantial portion of the
environmental costs. In November 1995, FERC issued an order approving the
Environmental Stipulation. Although one shipper filed for rehearing, FERC denied
rehearing of its order in February 1996. This shipper filed a Petition of Review
in April 1996 in the Court of Appeals; TGP believes the FERC order approving the
Environmental Stipulation will be upheld on appeal. The Environmental
Stipulation, which was effective July 1, 1995, had no material effect on the
Company's financial position or results of operations. As of March 31, 1997, a
balance of $43 million remains to be collected.
 
     The Company and certain of its subsidiaries have been designated, have
received notice that they could be designated, or have been asked for
information to determine whether they could be designated as a PRP with respect
to 27 sites under the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA or Superfund) or state equivalents. The Company has sought
to resolve its liability as a PRP with respect to these Superfund sites through
indemnification by third parties and/or settlements which provide for payment of
the Company's allocable share of remediation costs. Because the clean-up costs
are estimates and are subject to revision as more information becomes available
about the extent of remediation required, the Company's estimate of its share of
remediation costs could change. Moreover, liability under the federal Superfund
statute is joint and several, meaning that the Company could be required to pay
in excess of its pro rata share of remediation costs. The Company's
understanding of the financial strength of other PRPs has been considered, where
appropriate, in its determination of its estimated liability as described
herein. The Company presently believes that the costs associated with the
Superfund sites referenced above will not have a materially adverse effect on
the Company's financial position or results of operations.
 
     In addition, the Company has identified a number of formerly owned or
leased sites, and certain other sites associated with its discontinued
operations, where environmental remediation may be required. The Company
presently believes that the costs to remediate these sites will not have a
materially adverse effect on its financial position or results of operations.
 
  Legal Proceedings
 
     In July 1996, TGP was served with a complaint in the matter of Jack J.
Grynberg v. Alaska Pipeline Co., et al., filed in the U.S. District Court for
the District of Columbia (the "Court"). The plaintiff filed this action under
the False Claims Act against most interstate pipelines and others alleging that
the defendants mismeasured natural gas produced from federal and Indian land,
which deprived the United States of royalties otherwise due it. Among other
things, the plaintiff sought to recover unspecified treble damages on behalf of
the United States. The plaintiff also sought to recover his finder's fee and
attorneys' fees. In response to motions filed by most defendants, the Court, on
March 27, 1997, issued an order dismissing the complaint without prejudice
because the defendants had not been properly joined and because the complaint
did not plead fraud with the requisite specificity. TGP cannot predict what
action the plaintiff will take in response to the Court's order. Based on
information available at this time, TGP does not believe that the ultimate
resolution of this matter will have a materially adverse effect on the Company's
financial position or results of operations.
 
     In Commonwealth of Kentucky, Natural Resources and Environmental Protection
Cabinet v. Tennessee Gas Pipeline Company (Franklin County Circuit Court, Docket
No. 88-C1-1531, November 16, 1988), the Kentucky environmental agency alleged
that TGP discharged pollutants into the waters of the state without a permit and
disposed of PCBs without a permit. The agency sought an injunction against
future discharges, sought an order to remediate or remove PCBs, and sought a
civil penalty. TGP has entered into agreed orders
 
                                        5
<PAGE>   8
with the agency to resolve many of the issues raised in the original
allegations, has received water discharge permits for its Kentucky stations from
the agency, and continues to work to resolve the remaining issues. Management
believes that the resolution of this issue will not have a materially adverse
effect on the Company's financial position or results of operations.
 
     The Company is a named defendant in numerous lawsuits and a named party in
numerous governmental proceedings arising in the ordinary course of business.
While the outcome of such lawsuits or other proceedings against the Company
cannot be predicted with certainty, management currently does not expect these
matters to have a materially adverse effect on the Company's financial position
or results of operations.
 
3. FINANCING TRANSACTIONS
 
     In March 1997, TGP closed the sale of $300 million aggregate principal of
7 1/2% debentures due 2017, $300 million aggregate principal of 7% debentures
due 2027, and $300 million aggregate principal of 7 5/8% debentures due 2037.
Proceeds of approximately $883 million, net of issuance costs, were used to
repay a portion of EPTPC's credit facility, pushed down to the TGP financial
statements as a result of the Merger. With this repayment, TGP's acquisition
debt was retired.
 
4. PROPERTY, PLANT, AND EQUIPMENT
 
     Property, plant, and equipment at March 31, 1997, and December 31, 1996,
consisted of the following:
 
<TABLE>
<CAPTION>
                                                               1997      1996
                                                              ------    ------
                                                               (IN MILLIONS)
<S>                                                           <C>       <C>
Property, plant, and equipment, at cost.....................  $2,419    $2,371
Less accumulated depreciation and depletion.................      33        --
                                                              ------    ------
                                                               2,386     2,371
Additional acquisition cost assigned to utility plant, net
  of accumulated amortization...............................   1,803     1,574
                                                              ------    ------
          Total property, plant, and equipment, net.........  $4,189    $3,945
                                                              ======    ======
</TABLE>
 
     The increase in additional acquisition cost assigned to plant is a result
of the Company's continuing efforts to evaluate the fair market value of the
assets and liabilities acquired in conjunction with the Merger.
 
5. INVENTORIES
 
     Inventories at March 31, 1997, and December 31, 1996, consisted of the
following:
 
<TABLE>
<CAPTION>
                                                              1997        1996
                                                              ----        ----
                                                               (IN MILLIONS)
<S>                                                           <C>         <C>  
Materials and supplies......................................   $19         $19
Gas in storage..............................................    16          23
                                                               ---         ---
                                                               $35         $42
                                                               ===         ===
</TABLE>
 
     Materials and supplies and gas in storage are valued at the lower of cost
or market, with cost determined using the average cost method.
 
6. ACCOUNTING FOR REGULATED OPERATIONS
 
     The Company's businesses that are subject to the regulations and accounting
requirements of FERC have followed the accounting requirements of SFAS No. 71,
Accounting for the Effects off Certain Types of Regulation, which accounting
methods may differ from those used by non-regulated entities. Changes in the
regulatory and economic environment may, at some point in the future, create
circumstances in which the application of regulatory accounting principles would
no longer be appropriate. During the first quarter of 1997, FERC approved TGP's
GSR Stipulation and Agreement (discussed previously in Rates and Regulatory
 
                                        6
<PAGE>   9
 
Matters of Note 2). The Company is currently evaluating the impact the FERC
approval may have on the continued application of regulatory accounting
principles. If these accounting principles should no longer be applied, an
amount would be charged to earnings as an extraordinary item. At March 31, 1997,
this amount was estimated to be approximately $62 million, net of income taxes.
Any potential charge would be non-cash and would not have a direct effect on the
regulated companies' ability to seek recovery of the underlying deferred costs
in their future rate proceedings or on their ability to collect the rates set
thereby.
 
7. RECENT PRONOUNCEMENTS
 
  Earnings per share
 
     In March 1997, the Financial Accounting Standards Board issued SFAS No.
128, Earnings Per Share, which establishes new guidelines for calculating
earnings per share. This pronouncement applies only to entities with publicly
held common stock and, therefore, does not apply to TGP.
 
  Capital structure
 
     In March 1997, the Financial Accounting Standards Board issued SFAS No.
129, Disclosure of Information about Capital Structure, which consolidates
capital structure reporting requirements previously required by other accounting
standards. This pronouncement, which will become effective for reporting periods
ending after December 15, 1997, will have no impact on the Company's disclosure
of capital structure information.
 
  Other
 
     The Company adopted SFAS No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, SFAS No. 127, Deferral of
the Effective Date of Certain Provisions of FASB Statement No. 125, and
Statement of Position No. 96-1, Environmental Remediation Liabilities, effective
January 1, 1997. These pronouncements did not have a material impact on the
Company's financial position or results of operations.
 
                                        7
<PAGE>   10
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
     The information contained in Item 2 updates, and should be read in
conjunction with, information set forth in Part II, Items 7 and 8, in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, in
addition to the interim consolidated financial statements and accompanying notes
presented in Item 1 of this Form 10-Q.
 
                             RESULTS OF OPERATIONS
 
FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996
 
  Regulated Operations
 
<TABLE>
<CAPTION>
                                                                      FIRST QUARTER
                                                           -----------------------------------
                                                                 1997               1996
                                                           ----------------    ---------------
                      (IN MILLIONS)                        POST-ACQUISITION    PRE-ACQUISITION
                      -------------                          CONSOLIDATED         COMBINED
<S>                                                        <C>                 <C>
Operating revenues........................................       $215               $213
Operating expenses........................................        135                142
                                                               ------               ----
Operating income..........................................       $ 80               $ 71
                                                               ======               ====
</TABLE>
 
     Operating revenues for the quarter ended March 31, 1997, were $2 million
higher than for the same period of 1996. The increase was primarily due to new
system rates on TGP which went into effect November 1, 1996.
 
     Operating expenses for the quarter ended March 31, 1997, were $7 million
lower than for the same period of 1996, primarily due to lower labor and benefit
costs attributable to a reduction in staffing levels which occurred throughout
the latter half of 1996, as well as lower legal costs and operating and
maintenance costs. The decrease in operating expenses was partially offset by an
increase in depreciation expense as a result of the amortization of additional
acquisition cost assigned to utility plant.
 
  Non-Regulated Operations
 
<TABLE>
<CAPTION>
                                                                      FIRST QUARTER
                                                           -----------------------------------
                                                                 1997               1996
                                                           ----------------    ---------------
                      (IN MILLIONS)                        POST-ACQUISITION    PRE-ACQUISITION
                      -------------                          CONSOLIDATED         COMBINED
<S>                                                        <C>                 <C>
Gathering and treating margin.............................       $ 2                 $ 3
Processing margin.........................................         3                   1
Marketing margin..........................................         8                   8
Other.....................................................        --                  42
                                                                 ---                 ---
          Total gross margin..............................        13                  54
Operating expenses........................................        17                  62
                                                                 ---                 ---
Operating loss............................................       $(4)                $(8)
                                                                 ===                 ===
</TABLE>
 
     Total gross margin (revenue less cost of sales) and operating expense were
both lower in the quarter ended March 31, 1997, than for the same quarter of
1996 primarily due to the discontinuance of Tenneco Credit Corporation (now
renamed El Paso Energy Credit Corporation) activities and the sale of certain
businesses in the fourth quarter of 1996. These sales included the sale of
EPTPC's oil and gas exploration, production and financing unit, formerly known
as Tenneco Ventures, and 70 percent of EPTPC's interests in two natural gas
pipeline systems in Australia. Following the sale, the Australian natural gas
pipelines operations were accounted for by the equity method.
 
                                        8
<PAGE>   11
 
  Other Income and Expense
 
     Other income for the quarter ended March 31, 1997, was $4 million lower
than for the same period of 1996. The decrease was due primarily to the
recognition of a gain on the sale of the Company's 50 percent general
partnership interest in Tenneco Mobile Bay Gathering Co. in February 1996, a
reduction in equity income from unconsolidated subsidiaries and other income in
1997, partially offset by an increase in affiliated interest income in 1997.
 
                                        9
<PAGE>   12
 
      CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
     This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Where any such forward-looking
statement includes a statement of the assumptions or bases underlying such
forward-looking statement, the Company cautions that, while such assumptions or
bases are believed to be reasonable and are made in good faith, assumed facts or
bases almost always vary from the actual results, and the differences between
assumed facts or bases and actual results can be material, depending upon the
circumstances. Where, in any forward-looking statement, the Company or its
management expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," "estimate," "anticipate" and similar expressions may
identify forward-looking statements.
 
     Taking into account the foregoing, the following are identified as
important factors that could cause actual results to differ materially from
those expressed in any forward-looking statement made by, or on behalf of, the
Company:
 
  Highly Competitive Industry
 
     The ability to maintain or increase current transmission, gathering,
processing, and sales volumes, or to remarket unsubscribed capacity, can be
subject to the impact of future weather conditions, including those that favor
other alternative energy sources; price competition; drilling activity and
supply availability; and service competition. Future profitability also may be
affected by the Company's ability to compete with the services offered by other
energy enterprises which may be larger, offer more services, and possess greater
resources. The ability of TGP to negotiate new contracts and to renegotiate
existing contracts (70 percent of which are expiring over the next four years,
principally in November 2000) could be adversely affected by the proposed
construction of additional pipeline capacity in the Northeast U.S., reduced
demand due to higher gas prices, the availability of alternative energy sources,
and other factors that are not within its control.
 
  Impact of Natural Gas and Natural Gas Liquids Prices
 
     The value of natural gas transmission services is based on an all-in cost,
including the cost of the natural gas. Therefore, the Company's ability to
compete with other transporters is impacted by natural gas prices in the supply
basins connected to its pipeline systems compared to prices in other gas
producing regions, especially Canada. Additionally, revenues generated by the
Company from its gathering and processing contracts are dependent upon volumes
and rates, both of which can be affected by the prices of natural gas and
natural gas liquids. Fluctuations in energy prices are caused by a number of
factors, including regional, domestic and international demand, availability and
adequacy of transportation facilities, energy legislation, federal or state
taxes, if any, on the sale or transportation of natural gas and natural gas
liquids and the price and abundance of supplies of alternative energy sources.
 
  Use of Derivative Financial Instruments
 
     In the ordinary course and conduct of its business, some of the Company's
non-regulated subsidiaries are engaged in the gathering, processing and
marketing of natural gas and other energy commodities and utilize futures and
option contracts traded on the New York Mercantile Exchange and over-the-counter
options and price and basis swaps with other gas merchants and financial
institutions. The Company could incur financial losses in future periods as a
result of volatility in the market values of the underlying commodities.
 
  Acquisitions and Investments
 
     Opportunities for growth through acquisitions and investments in joint
ventures, and future operating results and the success of acquisitions and joint
ventures within and outside the U.S. may be subject to the effects of, and
changes in, U.S. and foreign trade and monetary policies, laws and regulations,
political and economic developments, inflation rates, and the effects of taxes
and operating conditions. Activities in areas
 
                                       10
<PAGE>   13
 
outside the U.S. also are subject to the risks inherent in foreign operations,
including loss of revenue, property and equipment as a result of hazards such as
expropriation, nationalization, wars, insurrection and other political risks,
and the effects of currency fluctuations and exchange controls. Such legal and
regulatory delays and other unforeseeable obstacles may be beyond the Company's
control or ability to manage.
 
  Potential Environmental Liabilities
 
     The Company may incur significant costs and liabilities in order to comply
with existing environmental laws and regulations. It is also possible that other
developments, such as increasingly strict environmental laws, regulation and
enforcement polices thereunder, and claims for damages to property, employees,
other persons and the environment resulting from current or discontinued
operations, could result in substantial costs and liabilities in the future.
 
  Operating Hazards and Uninsured Risks
 
     While the Company maintains insurance against certain of the risks normally
associated with the transportation, gathering and processing of natural gas,
including explosions, pollution and fires, the occurrence of a significant event
that is not fully insured against could have a material adverse effect on the
Company.
 
  Potential Liabilities Related to the Merger
 
     The amount of the actual and contingent liabilities of EPTPC, which
remained the liabilities of the Company after the Merger, could vary materially
from the amount estimated by the Company, which was based upon assumptions which
could prove to be inaccurate. If New Tenneco or Newport News Shipbuilding Inc.
were unable or unwilling to pay their respective liabilities, a court could
require the Company, under certain legal theories which may or may not be
applicable to the situation, to assume responsibility for such obligations,
which could have a material adverse effect on the Company.
 
  Uncertainty Surrounding Integration of Operations
 
     The Company has begun to integrate the business and operations of EPTPC and
its subsidiaries to increase operating and administrative efficiency through
consolidation and reengineering of facilities, workforce reductions and
coordination of purchasing, sales and marketing activities. Management
anticipates that the complementary interstate and intrastate pipeline operations
and energy marketing activities of the combined company should provide increased
operating flexibility and access to additional customers and markets, although
the amount and timing of the realization of such benefits will depend upon the
Company's ability to integrate successfully the businesses and operations of the
companies, and the time period over which such integration is effected.
 
  Potential Federal Income Tax Liabilities
 
     In connection with the Merger and Distributions, the Internal Revenue
Service issued a private letter ruling to Old Tenneco, in which the Internal
Revenue Service ruled that for U.S. federal income tax purposes (i) the
Distributions would be tax-free to Old Tenneco and, except to the extent cash
was received in lieu of fractional shares, to its then existing stockholders,
(ii) the Merger would constitute a tax-free reorganization, and (iii) that
certain other transactions effected in connection with the Merger and
Distributions would be tax-free. If the Distributions were not to qualify as
tax-free distributions, then a corporate level federal income tax would be
assessed to the consolidated group of which Old Tenneco was the common parent.
This corporate level federal income tax would be payable by EPTPC. Under certain
limited circumstances, however, New Tenneco and Newport News Shipbuilding Inc.
have agreed to indemnify EPTPC for a defined portion of such tax liabilities.
 
                                       11
<PAGE>   14
 
  Refinancing and Interest Rate Exposure Risks
 
     The business and operating results of the Company can be adversely affected
by factors such as the availability or cost of capital, changes in interest
rates, changes in the tax rates due to new tax laws, market perceptions of the
natural gas industry or the Company, or credit ratings.
 
  Potential for Changes in Accounting Standards
 
     Authoritative generally accepted accounting principles or policy changes
from such standard setting bodies as the Financial Accounting Standards Board,
FERC, and the Securities and Exchange Commission may affect the Company's
results of operations or financial position.
 
                                       12
<PAGE>   15
 
                          PART II -- OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     See Part I, Financial Information, Note 2, which is incorporated herein by
reference.
 
ITEM 2. CHANGES IN SECURITIES
 
     None.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
     None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
 
     None.
 
ITEM 5. OTHER INFORMATION
 
     None.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
a. Exhibits
 
     Each exhibit identified below is filed as a part of this report.
 
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         *27             -- Financial Data Schedule.
</TABLE>
 
     Undertaking
 
          The undersigned, TGP, hereby undertakes, pursuant to Regulation S-K,
     Item 601(b), paragraph (4)(iii), to furnish to the Securities and Exchange
     Commission upon request all constituent instruments defining the rights of
     holders of long-term debt of TGP and its consolidated subsidiaries not
     filed herewith for the reason that the total amount of securities
     authorized under any of such instruments does not exceed 10 percent of the
     total consolidated assets of TGP and its consolidated subsidiaries.
 
b. Reports on Form 8-K
 
          During the quarter ended March 31, 1997, TGP filed with the Securities
     and Exchange Commission the following Current Reports on Form 8-K:
 
          1. Current Report on Form 8-K/A dated January 22, 1997, amending its
     Current Report on Form 8-K dated December 26, 1996. In this report, TGP (i)
     described under Item 2 therein the acquisition of its parent corporation,
     Tenneco Inc. (now El Paso Tennessee Pipeline Co.) by EPG and the
     disposition by TGP of certain assets in connection with such acquisition
     and (ii) filed under Item 7 therein pro forma financial statements.
 
          2. Current Report on Form 8-K dated January 21, 1997, in which TGP
     provided under Item 5 therein (i) restated financial statements as of
     December 31, 1995 and 1994 and September 30, 1996, and for the three years
     ended December 31, 1995, and for each of the nine month periods ended
     September 30, 1996 and 1995, and (ii) a Management's Discussion and
     Analysis of Results of Operations with respect to such financial
     statements.
 
          3. Current Report on Form 8-K dated March 4, 1997, in which TGP
     described its offering of (i) $300,000,000 aggregate principal amount of
     7 1/2% Debentures Due 2017, (ii) $300,000,000 aggregate
 
                                       13
<PAGE>   16
 
     principal amount of 7% Debentures Due 2027, and (iii) $300,000,000
     aggregate principal amount of 7 5/8% Debentures Due 2037.
 
          4. Current Report on Form 8-K dated March 21, 1997, in which TGP
     described under Item 5 therein its change in auditors from Arthur Andersen
     LLP to Coopers & Lybrand L.L.P.
 
                                       14
<PAGE>   17
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                            TENNESSEE GAS PIPELINE COMPANY
 
Date: May 14, 1997                                 /s/ H. BRENT AUSTIN
                                            ------------------------------------
                                                      H. Brent Austin
                                                   Senior Vice President
 
Date: May 14, 1997                                /s/ JEFFREY I. BEASON
                                            ------------------------------------
                                                     Jeffrey I. Beason
                                               Vice President and Controller
 
                                       15
<PAGE>   18
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER
        -------
<C>                       <S>
           27             Financial Data Schedule
</TABLE>